EXHIBIT 10 (a)

                          FIRSTSPARTAN FINANCIAL CORP.
                              EMPLOYMENT AGREEMENT

         This AGREEMENT ("Agreement") is made effective as of March 15, 2000, by
and between FirstSpartan  Financial Corp. (the "Holding Company"), a corporation
organized under the laws of Delaware with its principal offices at 380 East Main
Street,  Spartanburg,  South  Carolina,  29304,  First Federal Bank and Billy L.
Painter  ("Executive").  Any reference to "Institution"  herein shall mean First
Federal Bank or any successor thereto.

         WHEREAS, the Holding Company wishes to assure itself of the services of
Executive for the period provided in this Agreement; and

         WHEREAS, the Executive is willing to serve in the employ of the Holding
Company on a full-time basis for said period.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and upon the other terms and conditions  hereinafter  provided,  the
parties hereby agree as follows:

1.       POSITION AND RESPONSIBILITIES.

         During the period of Executive's employment hereunder, Executive agrees
to serve as President and Chief Executive  Officer of the Holding  Company.  The
Executive  shall render  administrative  and management  services to the Holding
Company  such as are  customarily  performed  by persons in a similar  executive
capacity.  During said  period,  Executive  also agrees to serve,  if elected or
appointed, as an officer or director of any subsidiary of the Holding Company.

2.       TERMS.

               (a) The period of  Executive's  employment  under this  Agreement
shall be deemed to have  commenced as of the date first above  written and shall
continue  for a period of  thirty-six  (36)  full  calendar  months  thereafter.
Commencing  on the date of the  execution  of this  Agreement,  the term of this
Agreement shall be extended for one day each day until such time as the board of
directors of the Holding Company (the "Board") or Executive elects not to extend
the term of the  Agreement  by  giving  written  notice  to the  other  party in
accordance  with  Section 8 of this  Agreement,  in which  case the term of this
Agreement  shall be fixed and shall end on the third  anniversary of the date of
such written notice.

               (b) During the period of Executive's employment hereunder, except
for periods of absence occasioned by illness,  reasonable vacation periods,  and
reasonable  leaves of absence,  Executive  shall  devote  substantially  all his
business time, attention,  skill, and efforts to the faithful performance of his
duties hereunder, including activities and services related to the organization,
operation  and  management  of the  Holding  Company  and its direct or indirect
subsidiaries  ("Subsidiaries") and participation in community,  professional and
civic organizations; provided,

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however,  that,  with the approval of the Board, as evidenced by a resolution of
such Board, from time to time, Executive may serve, or continue to serve, on the
boards of directors of, and hold any other offices or positions in, companies or
organizations, which, in such Board's judgment, will not present any conflict of
interest with the Holding Company or its Subsidiaries,  or materially affect the
performance of Executive's duties pursuant to this Agreement.

               (c)  Notwithstanding  anything in this Agreement to the contrary,
Executive's employment with the Holding Company may be terminated by the Holding
Company or Executive during the term of this Agreement, subject to the terms and
conditions  of this  Agreement.  However,  Executive  shall not perform,  in any
respect,  directly  or  indirectly,  during the  pendency  of his  temporary  or
permanent   suspension  or  termination   from  the   Institution,   duties  and
responsibilities formerly performed at the Institution as part of his duties and
responsibilities  as  President  and  Chief  Executive  Officer  of the  Holding
Company.

3.       COMPENSATION AND REIMBURSEMENT.

               (a)  The  compensation   specified  under  this  Agreement  shall
constitute  consideration paid by the Holding Company in exchange for the duties
described  in  Section  1 of this  Agreement.  The  Holding  Company  shall  pay
Executive, as compensation,  a salary of not less than $165,000 ("Base Salary").
Base Salary  shall  include any amounts of  compensation  deferred by  Executive
under any tax-qualified retirement or welfare benefit plan or any other deferred
compensation  arrangement maintained by the Holding Company or its Subsidiaries.
Base Salary shall be payable in accordance  with the Holding  Company's  payroll
practices. During the period of this Agreement, Executive's Base Salary shall be
reviewed at least annually; the first such review will be made no later than one
year from the date of this  Agreement.  Such review  shall be  conducted  by the
Board or by a Committee of the Board delegated such responsibility by the Board.
The Committee or the Board may increase  Executive's Base Salary at anytime. Any
increase  in Base Salary  shall  become the "Base  Salary" for  purposes of this
Agreement.  In addition to the Base Salary  provided in this Section  3(a),  the
Holding Company shall also provide  Executive,  at no premium cost to Executive,
with all such other  benefits  as  provided  uniformly  to  permanent  full-time
employees of the Holding Company and its  Subsidiaries.  In addition,  Executive
shall be entitled to  incentive  compensation  and bonuses as provided for under
any plan or  arrangement  of the Holding  Company or its  Subsidiaries  in which
Executive is eligible to participate.

               (b) Executive  shall be entitled to  participate  in any employee
benefit plans, arrangements and perquisites substantially equivalent to those in
which Executive was participating or otherwise deriving benefit from immediately
prior to the beginning of the term of this  Agreement,  or in which he begins to
participate in the future,  and the Holding  Company and its  Subsidiaries  will
not, without Executive's prior written consent,  make any changes in such plans,
arrangements or perquisites which would materially  adversely affect Executive's
rights or benefits  thereunder,  except to the extent that such changes are made
applicable  to  all  Holding  Company  and  Institution  employees  eligible  to
participate in such plans,  arrangements and perquisites on a non-discriminatory
basis.  Without  limiting the  generality  of the  foregoing  provisions of this
Subsection  (b),  Executive  shall be  entitled  to  participate  in or  receive
benefits under all plans relating to stock options, restricted

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stock  awards,  stock  purchases,   pension,  thrift,  supplemental  retirement,
profit-sharing,  employee stock  ownership,  group life  insurance,  medical and
other health and welfare coverage, education, cash or stock bonuses that are now
or hereafter made available by the Holding  Company or its  Subsidiaries  to its
senior  executives  and  key  management  employees,  subject  to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and  arrangements.  Executive  shall be entitled to incentive  compensation  and
bonuses as provided in any plan of the Holding  Company and its  Subsidiaries in
which Executive is eligible to participate.  Nothing paid to Executive under any
such plan or arrangement  will be deemed to be in lieu of other  compensation to
which the Executive is entitled under this Agreement.

               (c) The Holding Company shall pay or reimburse  Executive for all
reasonable expenses incurred in the performance of Executive's obligations under
this  Agreement and may provide such  additional  compensation  in such form and
such amounts as the Board may from time to time determine.

4.       PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

               (a) Upon the  occurrence of an Event of  Termination  (as defined
below)  during  Executive's  term  of  employment  under  this  Agreement,   the
provisions of this Section 4 shall apply. As used in this  Agreement,  an "Event
of Termination" shall mean and include any one or more of the following: (i) the
termination by the Holding Company of Executive's full-time employment hereunder
for  any  reason  other  than  termination  governed  by  Section  5(a)  of this
Agreement,  or for  Termination  for  Cause,  as  defined  in  Section 7 of this
Agreement;  or Retirement  (as defined in paragraph (e) of this Section 4); (ii)
Executive's resignation from the Holding Company's employ, upon, any (A) failure
to elect or reelect or to appoint or reappoint  Executive as President and Chief
Executive  Officer,  unless  Executive  so  consents,  (B) a material  change in
Executive's  function,  duties, or responsibilities  with the Holding Company or
its Subsidiaries, which change would cause Executive's position to become one of
lesser  responsibility,  importance,  or scope from the position and  attributes
thereof  described in Section 1, above,  unless  Executive  so  consents,  (C) a
relocation of  Executive's  principal  place of employment by more than 25 miles
from its location at the effective date of this Agreement,  unless  Executive so
consents,  (D) a material  reduction  in the  benefits  and  perquisites  to the
Executive from those being provided as of the effective date of this  Agreement,
unless  Executive so consents,  (E) a liquidation  or dissolution of the Holding
Company or the  Institution,  or (F)  breach of this  Agreement  by the  Holding
Company.  Upon the  occurrence of any event  described in clauses (A), (B), (C),
(D), (E) or (F), above, Executive shall have the right to elect to terminate his
employment  under this  Agreement by  resignation  upon not less than sixty (60)
days prior written notice given within six full calendar  months after the event
giving rise to said right to elect.

               (b) Upon the occurrence of an Event of  Termination,  on the Date
of Termination,  as defined in Section 8 of this Agreement,  the Holding Company
shall be obligated to pay Executive,  or, in the event of his subsequent  death,
his beneficiary or beneficiaries,  or his estate, as the case may be, the amount
of the  remaining  payments and benefits  Executive  would have earned if he had
continued his employment with the Holding Company during the remaining unexpired
term of this

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Agreement, based on Executive's Base Salary and benefits provided at the Date of
Termination,  as set forth in Sections 3(a) and (b) of this  Agreement,  and the
amount still due Executive  under any  paragraphs of Section 3 of this Agreement
for services  rendered  through the Date of Termination.  At the election of the
Executive,  which election is to be made prior to an Event of Termination,  such
payments  shall be made in a lump sum.  In the event that no  election  is made,
payment to the Executive will be made on a monthly basis in approximately  equal
installments during the remaining term of the Agreement. Such payments shall not
be  reduced  in the event  the  Executive  obtains  other  employment  following
termination of employment.

               (c) Upon the  occurrence  of an Event of  Termination,  Executive
will be entitled to receive benefits due him under or contributed by the Holding
Company or its Subsidiaries on his behalf pursuant to any retirement, incentive,
profit sharing,  employee stock  ownership,  bonus,  performance,  disability or
other  employee   benefit  plan   maintained  by  the  Holding  Company  or  its
Subsidiaries  to the extent such  benefits are not  otherwise  paid to Executive
under a separate provision of this Agreement.

               (d) To the extent  that the Holding  Company or its  Subsidiaries
continue to offer any life, medical, health, disability or dental insurance plan
or  arrangement  in  which  Executive  participates  in on the  last  day of his
employment  (each being a "Welfare  Plan"),  after an Event of  Termination  (as
herein defined),  Executive and his dependents  shall continue  participating in
such Welfare  Plans,  subject to the same premium  contributions  on the part of
Executive as were required  immediately  prior to the Event of Termination until
the earlier of (i) his death (ii) his employment by another  employer other than
one of which he is the majority  owner or (iii) the end of the remaining term of
this  Agreement.  If the Holding  Company or its  Subsidiaries  do not offer the
Welfare  Plans after the Event of  Termination,  then the Holding  Company shall
provide  Executive with a payment equal to the actuarial  value of the provision
of such  benefit  for the period  which runs until the earlier of (i) his death;
(ii)  his  employment  by  another  employer  other  than one of which he is the
majority owner; or (iii) the end of the remaining term of this Agreement.

               (e)  Termination of Executive  based on  "Retirement"  shall mean
termination  in  accordance  with the  Holding  Company's  or the  Institution's
retirement policy or in accordance with any retirement  arrangement  established
with Executive's consent with respect to him. Upon termination of Executive upon
Retirement,  Executive  shall be entitled to all benefits  under any  retirement
plan of the  Holding  Company  or its  Subsidiaries  and  other  plans  to which
Executive is a party or a participant  in accordance  with the terms of the plan
or arrangement.

5.       CHANGE IN CONTROL.

               (a) For purposes of this Agreement,  a "Change in Control" of the
Holding  Company or the  Institution  shall mean an event of a nature that:  (i)
would be required to be reported in response to Item 1(a) of the current  report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities  Exchange Act of 1934 (the "Exchange  Act"); or (ii) results in a
Change in Control of the  Institution or the Holding  Company within the meaning
of the Home Owners' Loan Act of 1933, as amended,  the Federal Deposit Insurance
Act, and the Rules and Regulations

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promulgated by the Office of Thrift Supervision (or its predecessor  agency), as
in effect on the date hereof  (provided,  that in  applying  the  definition  of
change in control as set forth under the rules and  regulations  of the OTS, the
Board shall  substitute  its  judgment  for that of the OTS);  or (iii)  without
limitation  such a Change in Control  shall be deemed to have  occurred  at such
time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the
Exchange  Act) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3
under the Exchange  Act),  directly or indirectly,  of voting  securities of the
Institution or the Holding Company representing 20% or more of the Institution's
or the Holding Company's  outstanding voting securities or right to acquire such
securities except for any voting securities of the Institution  purchased by the
Holding Company and any voting securities purchased by any employee benefit plan
of the Holding  Company or its  Subsidiaries,  or (B) individuals who constitute
the Board on the date hereof  (the  "Incumbent  Board")  cease for any reason to
constitute  at least a majority  thereof,  provided  that any person  becoming a
director  subsequent to the date hereof whose election was approved by a vote of
at least  three-quarters  of the directors  comprising the Incumbent  Board,  or
whose  nomination for election by the Company's  stockholders  was approved by a
Nominating  Committee  solely  composed  of members  which are  Incumbent  Board
members, shall be, for purposes of this clause (B), considered as though he were
a  member  of the  Incumbent  Board,  or (C) a plan of  reorganization,  merger,
consolidation, sale of all or substantially all the assets of the Institution or
the Holding Company or similar transaction occurs or is effectuated in which the
Institution or Holding Company is not the resulting entity;  provided,  however,
that such an event listed above will be deemed to have  occurred or to have been
effectuated  upon the receipt of all required federal  regulatory  approvals not
including the lapse of any statutory  waiting periods,  or (D) a proxy statement
has  been  distributed  soliciting  proxies  from  stockholders  of the  Holding
Company,  by someone other than the current  management of the Holding  Company,
seeking   stockholder   approval  of  a  plan  of   reorganization,   merger  or
consolidation   of  the  Holding  Company  or  Institution   with  one  or  more
corporations  as a result  of  which  the  outstanding  shares  of the  class of
securities  then  subject  to such  plan or  transaction  are  exchanged  for or
converted into cash or property or securities  not issued by the  Institution or
the Holding Company shall be distributed,  or (E) a tender offer is made for 20%
or more of the voting  securities  of the  Institution  or Holding  Company then
outstanding.

               (b) If any of the  events  described  in  Section  5(a)  of  this
Agreement  constituting  a Change in  Control  have  occurred,  or the Board has
determined that a Change in Control has occurred, Executive shall be entitled to
the benefits provided in paragraphs (c), (d), (e), (f) and (g) of this Section 5
upon his  termination  of  employment on or after the date the Change in Control
occurs  due to (i)  Executive's  dismissal  at any time  during the term of this
Agreement,  (ii) Executive's voluntary resignation for any reason on or within a
sixty (60) day period  following  the date a Change in Control  has  occurred or
(iii) Executive's  resignation following any demotion,  loss of title, office or
significant authority or responsibility, reduction in the annual compensation or
reduction in benefits or relocation of his principal place of employment by more
than 25 miles from its  location  immediately  prior to the  change in  control,
unless such  termination  is because of his death or  Termination  for Cause (as
defined herein), at any time during the term of this Agreement.

               (c) Upon Executive's  entitlement to benefits pursuant to Section
5(b) of this Agreement, the Holding Company shall pay Executive, or in the event
of his subsequent death, his beneficiary

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or  beneficiaries,  or his  estate,  as the case  may be,  as  severance  pay or
liquidated  damages, or both, a sum equal to three (3) times Executive's average
annual  compensation for the most recently completed five (5) calendar years. In
determining  Executive's average annual compensation,  annual compensation shall
include Base Salary and any other taxable  income,  including but not limited to
amounts  related to the  granting,  vesting or exercise of  restricted  stock or
stock  option  awards,  commissions,  bonuses,  severance  payments,  retirement
benefits,  director or committee fees and fringe  benefits paid or to be paid to
Executive  or paid for  Executive's  benefit  during any such  year,  as well as
pension,  profit  sharing plan,  employee stock  ownership and other  retirement
contributions or benefits  (whether or not taxable) made or accrued on behalf of
Executive for such year. At the election of Executive,  which  election is to be
made  prior to a Change in  Control,  such  payment  shall be made in a lump sum
(without  discount for early  payment) on or  immediately  following the Date of
Termination  (which may be the date a Change in Control occurs) or paid in equal
monthly  installments  during the thirty-six (36) months  following  Executive's
termination. In the event that no election is made, payment to Executive will be
made on a monthly basis during the remaining  thirty-six  (36) month term of the
Agreement.  Such payments  shall not be reduced in the event  Executive  obtains
other employment following termination of employment.

               (d) Upon  the  occurrence  of a Change  in  Control  followed  by
Executive's  termination  of  employment,  Executive will be entitled to receive
benefits due him under or contributed by the Holding Company or its Subsidiaries
on his behalf pursuant to any retirement,  incentive,  profit sharing,  employee
stock ownership,  bonus, performance,  disability or other employee benefit plan
or other  arrangement  maintained by the  Institution or the Holding  Company on
Executive's  behalf  to the  extent  such  benefits  are not  otherwise  paid to
Executive under a separate provision of this Agreement.

               (e) Upon the  occurrence  of a Change in Control and  Executive's
termination  of  employment in connection  therewith,  the Holding  Company will
cause to be  continued  life,  medical  and  disability  coverage  substantially
identical to the coverage  maintained by the Holding Company or its Subsidiaries
for  Executive and any of his  dependents  covered under such plans prior to the
Change in Control. Such coverage and payments shall cease upon the expiration of
thirty-six (36) full calendar months  following the Date of Termination.  In the
event  Executive's  participation  in any such plan or program  is  barred,  the
Holding  Company shall  arrange to provide  Executive  and his  dependents  with
benefits  substantially  similar to those  Executive  and his  dependents  would
otherwise have been entitled to receive under such plans and programs from which
their continued participation is barred or provide their economic equivalent.

6.       CHANGE OF CONTROL RELATED PROVISIONS.

               Notwithstanding Section 5 of this Agreement, for any taxable year
in which the  Executive  shall be liable,  as  determined  for the payment of an
excise tax under Section 4999 of the Code (or any successor  provision thereto),
with  respect  to any  payment  in the  nature of the  compensation  made by the
Holding Company or its Subsidiaries  (or for the benefit of) Executive  pursuant
to this Agreement or otherwise,  the Holding  Company shall pay to the Executive
an amount determined under the following formula:

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               An amount equal to:  (E x P) + X

WHERE:

               X  =                   E x P
                             ----------------------
                             1 - [(FI x (1 - SLI)) + SLI + E + M + PO]


               E             =   the rate at which the excise tax is  assessed
                                 under Section 4999 of the Code;

               P             =   the amount with  respect to which such excise
                                 tax is assessed,  determined  without regard to
                                 this Section 6;

               FI            =   the highest  marginal rate of federal income,
                                 employment,  and other taxes  (other than taxes
                                 imposed   under   Section  4999  of  the  Code)
                                 applicable to Executive for the taxable year in
                                 question  (including any effective  increase in
                                 Executive's   tax  rate   attributable  to  the
                                 disallowance of any deduction); and

               SLI           =   the  sum of the  highest  marginal  rates  of
                                 income and payroll tax  applicable to Executive
                                 under  applicable  state and local laws for the
                                 taxable   year  in  question   (including   any
                                 effective  increase  in  Executive's  tax  rate
                                 attributable   to  the   disallowance   of  any
                                 deduction); and

               M             =   highest marginal rate of Medicare tax; and

               PO            =   adjustment  for  phase  out  of or  loss  of
                                 deduction,  personal exemption or other similar
                                 items.

               (a) With  respect to any  payment  in the nature of  compensation
that is made to (or for the  benefit  of)  Executive  under  the  terms  of this
Section 6 or otherwise and on which an excise tax under Section 4999 of the Code
may or will be assessed, the payment determined under Section 6 shall be made to
Executive  on the  earliest of (i) the date the  Holding  Company is required to
withhold such tax, (ii) the date the tax is required to be paid by Executive, or
(iii) at the time of the Change in Control.  It is the  intention of the parties
that the Holding  Company  provide  Executive with a full tax gross-up under the
provisions  of this Section 6, so that on a net after-tax  basis,  the result to
Executive  shall be the same as if the  excise  tax under  Section  4999 (or any
successor  provisions) of the Code had not been imposed. The tax gross-up may be
adjusted if alternative minimum tax rules are applicable to Executive.

               (b)  Notwithstanding  the foregoing,  if it shall subsequently be
determined  in  a  final  judicial   determination  or  a  final  administrative
settlement to which  Executive is a party that the excess  parachute  payment as
defined in Section 4999 of the Code,  reduced as described  above,  is more than
the amount  determined  as "P",  above  (such  greater  amount  being  hereafter
referred to as the "Determinative  Excess Parachute Payment"),  then the Holding
Company's independent

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accountants  shall determine the amount (the "Adjustment  Amount"),  the Holding
Company  must  pay to  Executive,  in  order to put  Executive  (or the  Holding
Company,  as the case may be) in the same  position as Executive (or the Holding
Company,  as the case may be) would  have been if the amount  determined  as "P"
above  had  been  equal  to  the  Determinative  Excess  Parachute  Payment.  In
determining the Adjustment Amount,  the independent  accountants shall take into
account any and all taxes  (including any penalties and interest) paid by or for
Executive  or refunded  to  Executive  or for  Executive's  benefit.  As soon as
practicable  after the  Adjustment  Amount has been so  determined,  the Holding
Company shall pay the Adjustment Amount to Executive.

               (c) In each calendar  year that  Executive  receives  payments or
benefits under this  Agreement,  Executive shall report on his state and federal
income tax returns such information as is consistent with the determination made
by the independent  accountants of the Holding Company as described  above.  The
Holding  Company shall  indemnify and hold  Executive  harmless from any and all
losses, costs and expenses (including without limitation,  reasonable attorney's
fees,  interest,  fines and penalties)  which Executive incurs as a result of so
reporting such information.  Executive shall promptly notify the Holding Company
in writing whenever  Executive  receives notice of the Institution of a judicial
or  administrative  proceeding,  formal or  informal,  in which the  federal tax
treatment  under  Section  4999 of the Code of any amount paid or payable  under
this  Agreement is being  reviewed or is in dispute.  The Holding  Company shall
assume control at its expense over all legal and accounting  matters  pertaining
to such federal tax treatment (except to the extent necessary or appropriate for
Executive to resolve any such proceeding with respect to any matter unrelated to
amounts paid or payable pursuant to this contract) and Executive shall cooperate
fully with the Holding Company in any such proceeding. Executive shall cooperate
fully with the Holding Company in any such proceeding. Executive shall not enter
into any compromise or settlement or otherwise  prejudice any rights the Holding
Company may have in  connection  therewith  without prior consent to the Holding
Company.

7.       TERMINATION FOR CAUSE.

         The term  "Termination  for Cause"  shall mean  termination  because of
Executive's  personal  dishonesty,  willful misconduct,  any breach of fiduciary
duty involving  personal profit,  intentional  failure to perform stated duties,
willful violation of any law, rule, regulation (other than traffic violations or
similar  offenses),  final  cease and  desist  order or  material  breach of any
provision of this Agreement.  Notwithstanding the foregoing, Executive shall not
be deemed to have been  terminated  for Cause  unless and until there shall have
been  delivered to him a Notice of  Termination  which shall include a copy of a
resolution  duly adopted by an  affirmative  vote of not less than a majority of
the  members  of the Board at a meeting  of the Board  called  and held for that
purpose  (after  reasonable  notice to  Executive  and an  opportunity  for him,
together with counsel,  to be heard before the Board),  finding that in the good
faith  opinion  of  the  Board,  Executive  was  guilty  of  conduct  justifying
Termination  for  Cause  and  specifying  the  particulars  thereof  in  detail.
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause.  During the period beginning on the date
of the Notice of  Termination  for Cause pursuant to Section 8 of this Agreement
through the Date of  Termination,  stock options  granted to Executive under any
stock option plan shall not be exercisable nor shall any unvested awards granted
to Executive under any

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stock benefit plan of the Holding Company or its Subsidiaries  vest. At the Date
of  Termination,  such stock  options and any such  unvested  stock awards shall
become null and void and shall not be  exercisable  by or delivered to Executive
at any time subsequent to such Termination for Cause.

8.       NOTICE.

               (a)  Any  purported  termination  by the  Holding  Company  or by
Executive  shall be  communicated  by Notice of  Termination  to the other party
hereto.  For purposes of this Agreement,  a "Notice of Termination" shall mean a
written notice which shall indicate the specific  termination  provision in this
Agreement  relied  upon and shall set forth in  reasonable  detail the facts and
circumstances  claimed  to  provide  a  basis  for  termination  of  Executive's
employment under the provision so indicated.

               (b) "Date of  Termination"  shall mean the date  specified in the
Notice of Termination  (which, in the case of a Termination for Cause, shall not
be less  than  thirty  (30) days from the date  such  Notice of  Termination  is
given).

               (c) If, within  thirty (30) days after any Notice of  Termination
is given,  the party  receiving  such Notice of  Termination  notifies the other
party  that a  dispute  exists  concerning  the  termination,  except  upon  the
occurrence of a Change in Control and voluntary  termination by the Executive in
which case the Date of  Termination  shall be the date  specified in the Notice,
the  Date of  Termination  shall be the date on which  the  dispute  is  finally
determined,  either by mutual  written  agreement of the  parties,  by a binding
arbitration  award,  or by a final  judgment,  order  or  decree  of a court  of
competent  jurisdiction  (the time for appeal  therefrom  having  expired and no
appeal having been perfected) and provided  further that the Date of Termination
shall be  extended  by a notice of dispute  only if such notice is given in good
faith and the party giving such notice  pursues the  resolution  of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Holding  Company will continue to pay Executive his full  compensation in effect
when the notice giving rise to the dispute was given (including, but not limited
to, Base Salary) and continue him as a participant in all compensation,  benefit
and insurance plans in which he was participating when the notice of dispute was
given,  until the dispute is finally resolved in accordance with this Agreement.
Amounts paid under this  Section are in addition to all other  amounts due under
this  Agreement and shall not be offset  against or reduce any other amounts due
under this Agreement.

9.       POST-TERMINATION OBLIGATIONS.

         All payments and benefits to Executive  under this  Agreement  shall be
subject  to  Executive's  compliance  with this  Section 9 for one (1) full year
after  the  earlier  of the  expiration  of this  Agreement  or  termination  of
Executive's   employment  with  the  Holding  Company.   Executive  shall,  upon
reasonable  notice,  furnish  such  information  and  assistance  to the Holding
Company as may reasonably be required by the Holding  Company in connection with
any litigation in which it or any of its  subsidiaries  or affiliates is, or may
become, a party.
                                        9

<PAGE>


10.    NON-COMPETITION AND NON-DISCLOSURE.

               (a) Upon any  termination  of  Executive's  employment  hereunder
pursuant to Section 4 of this  Agreement,  Executive  agrees not to compete with
the Holding Company or its  Subsidiaries  for a period of one (1) year following
such  termination in any city,  town or county in which the  Executive's  normal
business  office is located and the Holding  Company or any of its  Subsidiaries
has an office or has filed an application  for regulatory  approval to establish
an office,  determined as of the effective date of such  termination,  except as
agreed to pursuant to a resolution duly adopted by the Board.  Executive  agrees
that during such period and within said cities,  towns and  counties,  Executive
shall not work for or advise,  consult or  otherwise  serve  with,  directly  or
indirectly,  any entity whose business  materially competes with the depository,
lending or other business activities of the Holding Company or its Subsidiaries.
The  parties  hereto,  recognizing  that  irreparable  injury will result to the
Holding Company or its  Subsidiaries,  its business and property in the event of
Executive's  breach of this subsection 10(a) agree that in the event of any such
breach by Executive, the Holding Company or its Subsidiaries,  will be entitled,
in addition to any other  remedies and damages  available,  to an  injunction to
restrain  the  violation  hereof by  Executive,  Executive's  partners,  agents,
servants,  employees  and all  persons  acting  for or under  the  direction  of
Executive.  Executive represents and admits that in the event of the termination
of  his  employment  pursuant  to  Section  7  of  this  Agreement,  Executive's
experience and capabilities  are such that Executive can obtain  employment in a
business  engaged in other lines  and/or of a different  nature than the Holding
Company  or its  Subsidiaries,  and that the  enforcement  of a remedy by way of
injunction will not prevent Executive from earning a livelihood.  Nothing herein
will be construed as prohibiting  the Holding Company or its  Subsidiaries  from
pursuing any other remedies available to the Holding Company or its Subsidiaries
for such breach or  threatened  breach,  including  the recovery of damages from
Executive.

               (b) Executive  recognizes and acknowledges  that the knowledge of
the business activities and plans for business activities of the Holding Company
and its  Subsidiaries as it may exist from time to time, is a valuable,  special
and unique  asset of the business of the Holding  Company and its  Subsidiaries.
Executive  will not,  during or after the term of his  employment,  disclose any
knowledge of the past, present, planned or considered business activities of the
Holding Company and its Subsidiaries thereof to any person,  firm,  corporation,
or other entity for any reason or purpose whatsoever unless expressly authorized
by the Board of Directors  or required by law.  Notwithstanding  the  foregoing,
Executive  may disclose  any  knowledge of banking,  financial  and/or  economic
principles,  concepts or ideas which are not solely and exclusively derived from
the business  plans and  activities  of the Holding  Company.  In the event of a
breach or threatened  breach by the Executive of the provisions of this Section,
the Holding Company will be entitled to an injunction restraining Executive from
disclosing,  in whole or in part, the knowledge of the past, present, planned or
considered  business  activities of the Holding  Company or its  Subsidiaries or
from rendering any services to any person,  firm,  corporation,  other entity to
whom such knowledge, in whole or in part, has been disclosed or is threatened to
be  disclosed.  Nothing  herein will be  construed  as  prohibiting  the Holding
Company from pursuing any other  remedies  available to the Holding  Company for
such  breach or  threatened  breach,  including  the  recovery  of damages  from
Executive.

                                       10

<PAGE>



11.      SOURCE OF PAYMENTS.

               (a) All payments  provided in this Agreement shall be timely paid
in cash or check  from the  general  funds of the  Holding  Company  subject  to
Section 11(b) of this Agreement.

               (b) Notwithstanding any provision herein to the contrary,  to the
extent that payments and benefits, as provided by this Agreement, are paid to or
received by Executive under an employment  agreement in effect between Executive
and  the  Institution,  such  compensation  payments  and  benefits  paid by the
Institution will be subtracted from any amount due  simultaneously  to Executive
under similar provisions of this Agreement.  Payments pursuant to this Agreement
and the  Institution  Agreement shall be allocated in proportion to the level of
activity and the time expended on such activities by the Executive as determined
by the Holding Company and the Institution on a quarterly basis.

12.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

               This  Agreement  contains  the entire  understanding  between the
parties hereto and supersedes any prior employment agreement between the Holding
Company or any  predecessor of the Holding  Company and  Executive,  except that
this Agreement shall not affect or operate to reduce any benefit or compensation
inuring to the  Executive  of a kind  elsewhere  provided.  No provision of this
Agreement  shall be  interpreted  to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this Agreement.

13.      NO ATTACHMENT.

               (a) Except as required by law, no right to receive payments under
this Agreement shall be subject to anticipation,  commutation, alienation, sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

               (b)  This  Agreement  shall be  binding  upon,  and  inure to the
benefit of,  Executive and the Holding Company and their  respective  successors
and assigns.

14.      MODIFICATION AND WAIVER.

               (a) This  Agreement  may not be modified or amended  except by an
instrument in writing signed by the parties hereto.

               (b) No term or  condition  of this  Agreement  shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement,  except by written  instrument of the party charged
with  such  waiver  or  estoppel.  No such  written  waiver  shall  be  deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate

                                       11
<PAGE>

only as to the  specific  term or  condition  waived and shall not  constitute a
waiver of such term or  condition  for the  future as to any act other than that
specifically waived.

15.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

16.      HEADINGS FOR REFERENCE ONLY.

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

17.      GOVERNING LAW.

         This  Agreement  shall be governed by the laws of the State of Delaware
regardless of the laws that might otherwise govern under  applicable  principles
of conflicts of law.

18.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  sitting in a location  selected by the  Executive  within
fifty (50) miles from the location of the  Institution,  in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that Executive  shall be entitled to seek specific  performance of his
right to be paid  until  the Date of  Termination  during  the  pendency  of any
dispute or controversy arising under or in connection with this Agreement.

         In the event any dispute or controversy  arising under or in connection
with  Executive's  termination  is  resolved in favor of  Executive,  whether by
judgment, arbitration or settlement,  Executive shall be entitled to the payment
of all  back-pay,  including  salary,  bonuses and any other cash  compensation,
fringe  benefits and any  compensation  and benefits  due  Executive  under this
Agreement.

19.      PAYMENT OF LEGAL FEES.

         All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Holding Company,  if Executive is successful  pursuant to a
legal judgment, arbitration or settlement.


                                       12

<PAGE>


20.      INDEMNIFICATION.

               (a) The Holding  Company shall provide  Executive  (including his
heirs,  executors and administrators)  with coverage under a standard directors'
and  officers'  liability  insurance  policy at its expense and shall  indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted  under  Delaware law against all expenses and  liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he may be  involved by reason of his having been a director
or officer of the Holding Company  (whether or not he continues to be a director
or officer at the time of incurring such expenses or liabilities), such expenses
and liabilities to include,  but not be limited to,  judgments,  court costs and
attorneys' fees and the cost of reasonable settlements.

               (b) Any payments  made to Executive  pursuant to this Section are
subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and 12
C.F.R. Part 359 and any rules or regulations promulgated thereunder.

21.      SUCCESSOR TO THE HOLDING COMPANY.

         The Holding  Company shall  require any successor or assignee,  whether
direct or indirect, by purchase,  merger,  consolidation or otherwise, to all or
substantially  all the  business  or assets of the  Institution  or the  Holding
Company,  expressly  and  unconditionally  to assume  and agree to  perform  the
Holding Company's  obligations  under this Agreement,  in the same manner and to
the same extent that the Holding Company would be required to perform if no such
succession or assignment had taken place.

                                       13

<PAGE>


                                   SIGNATURES


         IN WITNESS  WHEREOF,  FirstSpartan  Financial  Corp.  has  caused  this
Agreement  to be  executed  and its  seal to be  affixed  hereunto  by its  duly
authorized  officer and its directors,  and Executive has signed this Agreement,
on the 20th day of March, 2000.


ATTEST:                             FIRSTSPARTAN FINANCIAL CORP.



/s/ R. Lamar Simpson                 By:  /s/ Robert R. Odom
---------------------                     ------------------
R. LAMAR SIMPSON                          ROBERT R. ODOM
                                          For the Entire Board of Directors




                 [SEAL]


WITNESS:                            EXECUTIVE



/s/ Kelley Theus                    By:   /s/ Billy L. Painter
-----------------------------             --------------------
KELLEY THEUS                              BILLY L.PAINTER
                                          President and Chief Executive Officer

                                       14


<PAGE>
                                                                   EXHIBIT 10(b)
                          FIRSTSPARTAN FINANCIAL CORP.
                              EMPLOYMENT AGREEMENT


         This AGREEMENT ("Agreement") is made effective as of March 15, 2000, by
and between FirstSpartan  Financial Corp. (the "Holding Company"), a corporation
organized under the laws of Delaware with its principal offices at 380 East Main
Street,  Spartanburg,  South  Carolina,  29304,  First  Federal Bank and Hugh H.
Brantley  ("Executive").  Any reference to "Institution" herein shall mean First
Federal Bank or any successor thereto.

         WHEREAS, the Holding Company wishes to assure itself of the services of
Executive for the period provided in this Agreement; and

         WHEREAS, the Executive is willing to serve in the employ of the Holding
Company on a full-time basis for said period.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and upon the other terms and conditions  hereinafter  provided,  the
parties hereby agree as follows:

1.       POSITION AND RESPONSIBILITIES.

         During the period of Executive's employment hereunder, Executive agrees
to serve as Senior Vice President of the Holding  Company.  The Executive  shall
render administrative and management services to the Holding Company such as are
customarily  performed by persons in a similar executive  capacity.  During said
period,  Executive also agrees to serve, if elected or appointed,  as an officer
or director of any subsidiary of the Holding Company.

2.       TERMS.

               (a) The period of  Executive's  employment  under this  Agreement
shall be deemed to have  commenced as of the date first above  written and shall
continue  for a period of  thirty-six  (36)  full  calendar  months  thereafter.
Commencing  on the date of the  execution  of this  Agreement,  the term of this
Agreement shall be extended for one day each day until such time as the board of
directors of the Holding Company (the "Board") or Executive elects not to extend
the term of the  Agreement  by  giving  written  notice  to the  other  party in
accordance  with  Section 8 of this  Agreement,  in which  case the term of this
Agreement  shall be fixed and shall end on the third  anniversary of the date of
such written notice.

               (b) During the period of Executive's employment hereunder, except
for periods of absence occasioned by illness,  reasonable vacation periods,  and
reasonable  leaves of absence,  Executive  shall  devote  substantially  all his
business time, attention,  skill, and efforts to the faithful performance of his
duties hereunder, including activities and services related to the organization,
operation  and  management  of the  Holding  Company  and its direct or indirect
subsidiaries  ("Subsidiaries") and participation in community,  professional and
civic organizations; provided,

                                        1

<PAGE>

however,  that,  with the approval of the Board, as evidenced by a resolution of
such Board, from time to time, Executive may serve, or continue to serve, on the
boards of directors of, and hold any other offices or positions in, companies or
organizations, which, in such Board's judgment, will not present any conflict of
interest with the Holding Company or its Subsidiaries,  or materially affect the
performance of Executive's duties pursuant to this Agreement.

               (c)  Notwithstanding  anything in this Agreement to the contrary,
Executive's employment with the Holding Company may be terminated by the Holding
Company or Executive during the term of this Agreement, subject to the terms and
conditions  of this  Agreement.  However,  Executive  shall not perform,  in any
respect,  directly  or  indirectly,  during the  pendency  of his  temporary  or
permanent   suspension  or  termination   from  the   Institution,   duties  and
responsibilities formerly performed at the Institution as part of his duties and
responsibilities as Senior Vice President of the Holding Company.

3.       COMPENSATION AND REIMBURSEMENT.

               (a)  The  compensation   specified  under  this  Agreement  shall
constitute  consideration paid by the Holding Company in exchange for the duties
described  in  Section  1 of this  Agreement.  The  Holding  Company  shall  pay
Executive, as compensation,  a salary of not less than $102,629 ("Base Salary").
Base Salary  shall  include any amounts of  compensation  deferred by  Executive
under any tax-qualified retirement or welfare benefit plan or any other deferred
compensation  arrangement maintained by the Holding Company or its Subsidiaries.
Base Salary shall be payable in accordance  with the Holding  Company's  payroll
practices. During the period of this Agreement, Executive's Base Salary shall be
reviewed at least annually; the first such review will be made no later than one
year from the date of this  Agreement.  Such review  shall be  conducted  by the
Board or by a Committee of the Board delegated such responsibility by the Board.
The Committee or the Board may increase  Executive's Base Salary at anytime. Any
increase  in Base Salary  shall  become the "Base  Salary" for  purposes of this
Agreement.  In addition to the Base Salary  provided in this Section  3(a),  the
Holding Company shall also provide  Executive,  at no premium cost to Executive,
with all such other  benefits  as  provided  uniformly  to  permanent  full-time
employees of the Holding Company and its  Subsidiaries.  In addition,  Executive
shall be entitled to  incentive  compensation  and bonuses as provided for under
any plan or  arrangement  of the Holding  Company or its  Subsidiaries  in which
Executive is eligible to participate.

               (b) Executive  shall be entitled to  participate  in any employee
benefit plans, arrangements and perquisites substantially equivalent to those in
which Executive was participating or otherwise deriving benefit from immediately
prior to the beginning of the term of this  Agreement,  or in which he begins to
participate in the future,  and the Holding  Company and its  Subsidiaries  will
not, without Executive's prior written consent,  make any changes in such plans,
arrangements or perquisites which would materially  adversely affect Executive's
rights or benefits  thereunder,  except to the extent that such changes are made
applicable  to  all  Holding  Company  and  Institution  employees  eligible  to
participate in such plans,  arrangements and perquisites on a non-discriminatory
basis.  Without  limiting the  generality  of the  foregoing  provisions of this
Subsection  (b),  Executive  shall be  entitled  to  participate  in or  receive
benefits under all plans relating to stock options, restricted

                                        2

<PAGE>

stock  awards,  stock  purchases,   pension,  thrift,  supplemental  retirement,
profit-sharing,  employee stock  ownership,  group life  insurance,  medical and
other health and welfare coverage, education, cash or stock bonuses that are now
or hereafter made available by the Holding  Company or its  Subsidiaries  to its
senior  executives  and  key  management  employees,  subject  to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and  arrangements.  Executive  shall be entitled to incentive  compensation  and
bonuses as provided in any plan of the Holding  Company and its  Subsidiaries in
which Executive is eligible to participate.  Nothing paid to Executive under any
such plan or arrangement  will be deemed to be in lieu of other  compensation to
which the Executive is entitled under this Agreement.

               (c) The Holding Company shall pay or reimburse  Executive for all
reasonable expenses incurred in the performance of Executive's obligations under
this  Agreement and may provide such  additional  compensation  in such form and
such amounts as the Board may from time to time determine.

4.       PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

               (a) Upon the  occurrence of an Event of  Termination  (as defined
below)  during  Executive's  term  of  employment  under  this  Agreement,   the
provisions of this Section 4 shall apply. As used in this  Agreement,  an "Event
of Termination" shall mean and include any one or more of the following: (i) the
termination by the Holding Company of Executive's full-time employment hereunder
for  any  reason  other  than  termination  governed  by  Section  5(a)  of this
Agreement,  or for  Termination  for  Cause,  as  defined  in  Section 7 of this
Agreement;  or Retirement  (as defined in paragraph (e) of this Section 4); (ii)
Executive's resignation from the Holding Company's employ, upon, any (A) failure
to elect or  reelect  or to  appoint  or  reappoint  Executive  as  Senior  Vice
President,  unless  Executive so consents,  (B) a material change in Executive's
function,   duties,  or  responsibilities   with  the  Holding  Company  or  its
Subsidiaries,  which  change would cause  Executive's  position to become one of
lesser  responsibility,  importance,  or scope from the position and  attributes
thereof  described in Section 1, above,  unless  Executive  so  consents,  (C) a
relocation of  Executive's  principal  place of employment by more than 25 miles
from its location at the effective date of this Agreement,  unless  Executive so
consents,  (D) a material  reduction  in the  benefits  and  perquisites  to the
Executive from those being provided as of the effective date of this  Agreement,
unless  Executive so consents,  (E) a liquidation  or dissolution of the Holding
Company or the  Institution,  or (F)  breach of this  Agreement  by the  Holding
Company.  Upon the  occurrence of any event  described in clauses (A), (B), (C),
(D), (E) or (F), above, Executive shall have the right to elect to terminate his
employment  under this  Agreement by  resignation  upon not less than sixty (60)
days prior written notice given within six full calendar  months after the event
giving rise to said right to elect.

               (b) Upon the occurrence of an Event of  Termination,  on the Date
of Termination,  as defined in Section 8 of this Agreement,  the Holding Company
shall be obligated to pay Executive,  or, in the event of his subsequent  death,
his beneficiary or beneficiaries,  or his estate, as the case may be, the amount
of the  remaining  payments and benefits  Executive  would have earned if he had
continued his employment with the Holding Company during the remaining unexpired
term of this

                                        3

<PAGE>

Agreement, based on Executive's Base Salary and benefits provided at the Date of
Termination,  as set forth in Sections 3(a) and (b) of this  Agreement,  and the
amount still due Executive  under any  paragraphs of Section 3 of this Agreement
for services  rendered  through the Date of Termination.  At the election of the
Executive,  which election is to be made prior to an Event of Termination,  such
payments  shall be made in a lump sum.  In the event that no  election  is made,
payment to the Executive will be made on a monthly basis in approximately  equal
installments during the remaining term of the Agreement. Such payments shall not
be  reduced  in the event  the  Executive  obtains  other  employment  following
termination of employment.

               (c) Upon the  occurrence  of an Event of  Termination,  Executive
will be entitled to receive benefits due him under or contributed by the Holding
Company or its Subsidiaries on his behalf pursuant to any retirement, incentive,
profit sharing,  employee stock  ownership,  bonus,  performance,  disability or
other  employee   benefit  plan   maintained  by  the  Holding  Company  or  its
Subsidiaries  to the extent such  benefits are not  otherwise  paid to Executive
under a separate provision of this Agreement.

               (d) To the extent  that the Holding  Company or its  Subsidiaries
continue to offer any life, medical, health, disability or dental insurance plan
or  arrangement  in  which  Executive  participates  in on the  last  day of his
employment  (each being a "Welfare  Plan"),  after an Event of  Termination  (as
herein defined),  Executive and his dependents  shall continue  participating in
such Welfare  Plans,  subject to the same premium  contributions  on the part of
Executive as were required  immediately  prior to the Event of Termination until
the earlier of (i) his death (ii) his employment by another  employer other than
one of which he is the majority  owner or (iii) the end of the remaining term of
this  Agreement.  If the Holding  Company or its  Subsidiaries  do not offer the
Welfare  Plans after the Event of  Termination,  then the Holding  Company shall
provide  Executive with a payment equal to the actuarial  value of the provision
of such  benefit  for the period  which runs until the earlier of (i) his death;
(ii)  his  employment  by  another  employer  other  than one of which he is the
majority owner; or (iii) the end of the remaining term of this Agreement.

               (e)  Termination of Executive  based on  "Retirement"  shall mean
termination  in  accordance  with the  Holding  Company's  or the  Institution's
retirement policy or in accordance with any retirement  arrangement  established
with Executive's consent with respect to him. Upon termination of Executive upon
Retirement,  Executive  shall be entitled to all benefits  under any  retirement
plan of the  Holding  Company  or its  Subsidiaries  and  other  plans  to which
Executive is a party or a participant  in accordance  with the terms of the plan
or arrangement.

5.             CHANGE IN CONTROL.

               (a) For purposes of this Agreement,  a "Change in Control" of the
Holding  Company or the  Institution  shall mean an event of a nature that:  (i)
would be required to be reported in response to Item 1(a) of the current  report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities  Exchange Act of 1934 (the "Exchange  Act"); or (ii) results in a
Change in Control of the  Institution or the Holding  Company within the meaning
of the Home Owners' Loan Act of 1933, as amended,  the Federal Deposit Insurance
Act, and the Rules and Regulations

                                        4

<PAGE>

promulgated by the Office of Thrift Supervision (or its predecessor  agency), as
in effect on the date hereof  (provided,  that in  applying  the  definition  of
change in control as set forth under the rules and  regulations  of the OTS, the
Board shall  substitute  its  judgment  for that of the OTS);  or (iii)  without
limitation  such a Change in Control  shall be deemed to have  occurred  at such
time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the
Exchange  Act) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3
under the Exchange  Act),  directly or indirectly,  of voting  securities of the
Institution or the Holding Company representing 20% or more of the Institution's
or the Holding Company's  outstanding voting securities or right to acquire such
securities except for any voting securities of the Institution  purchased by the
Holding Company and any voting securities purchased by any employee benefit plan
of the Holding  Company or its  Subsidiaries,  or (B) individuals who constitute
the Board on the date hereof  (the  "Incumbent  Board")  cease for any reason to
constitute  at least a majority  thereof,  provided  that any person  becoming a
director  subsequent to the date hereof whose election was approved by a vote of
at least  three-quarters  of the directors  comprising the Incumbent  Board,  or
whose  nomination for election by the Company's  stockholders  was approved by a
Nominating  Committee  solely  composed  of members  which are  Incumbent  Board
members, shall be, for purposes of this clause (B), considered as though he were
a  member  of the  Incumbent  Board,  or (C) a plan of  reorganization,  merger,
consolidation, sale of all or substantially all the assets of the Institution or
the Holding Company or similar transaction occurs or is effectuated in which the
Institution or Holding Company is not the resulting entity;  provided,  however,
that such an event listed above will be deemed to have  occurred or to have been
effectuated  upon the receipt of all required federal  regulatory  approvals not
including the lapse of any statutory  waiting periods,  or (D) a proxy statement
has  been  distributed  soliciting  proxies  from  stockholders  of the  Holding
Company,  by someone other than the current  management of the Holding  Company,
seeking   stockholder   approval  of  a  plan  of   reorganization,   merger  or
consolidation   of  the  Holding  Company  or  Institution   with  one  or  more
corporations  as a result  of  which  the  outstanding  shares  of the  class of
securities  then  subject  to such  plan or  transaction  are  exchanged  for or
converted into cash or property or securities  not issued by the  Institution or
the Holding Company shall be distributed,  or (E) a tender offer is made for 20%
or more of the voting  securities  of the  Institution  or Holding  Company then
outstanding.

               (b) If any of the  events  described  in  Section  5(a)  of  this
Agreement  constituting  a Change in  Control  have  occurred,  or the Board has
determined that a Change in Control has occurred, Executive shall be entitled to
the benefits provided in paragraphs (c), (d), (e), (f) and (g) of this Section 5
upon his  termination  of  employment on or after the date the Change in Control
occurs  due to (i)  Executive's  dismissal  at any time  during the term of this
Agreement,  (ii) Executive's voluntary resignation for any reason on or within a
sixty (60) day period  following  the date a Change in Control  has  occurred or
(iii) Executive's  resignation following any demotion,  loss of title, office or
significant authority or responsibility, reduction in the annual compensation or
reduction in benefits or relocation of his principal place of employment by more
than 25 miles from its  location  immediately  prior to the  change in  control,
unless such  termination  is because of his death or  Termination  for Cause (as
defined herein), at any time during the term of this Agreement.

               (c) Upon Executive's  entitlement to benefits pursuant to Section
5(b) of this Agreement, the Holding Company shall pay Executive, or in the event
of his subsequent death, his beneficiary

                                        5

<PAGE>

or  beneficiaries,  or his  estate,  as the case  may be,  as  severance  pay or
liquidated  damages, or both, a sum equal to three (3) times Executive's average
annual  compensation for the most recently completed five (5) calendar years. In
determining  Executive's average annual compensation,  annual compensation shall
include Base Salary and any other taxable  income,  including but not limited to
amounts  related to the  granting,  vesting or exercise of  restricted  stock or
stock  option  awards,  commissions,  bonuses,  severance  payments,  retirement
benefits,  director or committee fees and fringe  benefits paid or to be paid to
Executive  or paid for  Executive's  benefit  during any such  year,  as well as
pension,  profit  sharing plan,  employee stock  ownership and other  retirement
contributions or benefits  (whether or not taxable) made or accrued on behalf of
Executive for such year. At the election of Executive,  which  election is to be
made  prior to a Change in  Control,  such  payment  shall be made in a lump sum
(without  discount for early  payment) on or  immediately  following the Date of
Termination  (which may be the date a Change in Control occurs) or paid in equal
monthly  installments  during the thirty-six (36) months  following  Executive's
termination. In the event that no election is made, payment to Executive will be
made on a monthly basis during the remaining  thirty-six  (36) month term of the
Agreement.  Such payments  shall not be reduced in the event  Executive  obtains
other employment following termination of employment.

               (d) Upon  the  occurrence  of a Change  in  Control  followed  by
Executive's  termination  of  employment,  Executive will be entitled to receive
benefits due him under or contributed by the Holding Company or its Subsidiaries
on his behalf pursuant to any retirement,  incentive,  profit sharing,  employee
stock ownership,  bonus, performance,  disability or other employee benefit plan
or other  arrangement  maintained by the  Institution or the Holding  Company on
Executive's  behalf  to the  extent  such  benefits  are not  otherwise  paid to
Executive under a separate provision of this Agreement.

               (e) Upon the  occurrence  of a Change in Control and  Executive's
termination  of  employment in connection  therewith,  the Holding  Company will
cause to be  continued  life,  medical  and  disability  coverage  substantially
identical to the coverage  maintained by the Holding Company or its Subsidiaries
for  Executive and any of his  dependents  covered under such plans prior to the
Change in Control. Such coverage and payments shall cease upon the expiration of
thirty-six (36) full calendar months  following the Date of Termination.  In the
event  Executive's  participation  in any such plan or program  is  barred,  the
Holding  Company shall  arrange to provide  Executive  and his  dependents  with
benefits  substantially  similar to those  Executive  and his  dependents  would
otherwise have been entitled to receive under such plans and programs from which
their continued participation is barred or provide their economic equivalent.

6.       CHANGE OF CONTROL RELATED PROVISIONS.

         Notwithstanding  Section 5 of this  Agreement,  for any taxable year in
which the Executive shall be liable,  as determined for the payment of an excise
tax under Section 4999 of the Code (or any successor  provision  thereto),  with
respect to any  payment in the nature of the  compensation  made by the  Holding
Company or its Subsidiaries  (or for the benefit of) Executive  pursuant to this
Agreement or otherwise, the Holding Company shall pay to the Executive an amount
determined under the following formula:

                                        6

<PAGE>

               An amount equal to:  (E x P) + X

WHERE:

               X  =                   E x P
                             ----------------------
                             1 - [(FI x (1 - SLI)) + SLI + E + M + PO]


               E           =     the rate at which the excise tax is  assessed
                                 under Section 4999 of the Code;

               P             =   the amount with  respect to which such excise
                                 tax is assessed,  determined  without regard to
                                 this Section 6;

               FI            =   the highest  marginal rate of federal income,
                                 employment,  and other taxes  (other than taxes
                                 imposed   under   Section  4999  of  the  Code)
                                 applicable to Executive for the taxable year in
                                 question  (including any effective  increase in
                                 Executive's   tax  rate   attributable  to  the
                                 disallowance of any deduction); and

               SLI           =   the  sum of the  highest  marginal  rates  of
                                 income and payroll tax  applicable to Executive
                                 under  applicable  state and local laws for the
                                 taxable   year  in  question   (including   any
                                 effective  increase  in  Executive's  tax  rate
                                 attributable   to  the   disallowance   of  any
                                 deduction); and

               M             =   highest marginal rate of Medicare tax; and

               PO            =   adjustment  for  phase  out  of or  loss  of
                                 deduction,  personal exemption or other similar
                                 items.

               (a) With  respect to any  payment  in the nature of  compensation
that is made to (or for the  benefit  of)  Executive  under  the  terms  of this
Section 6 or otherwise and on which an excise tax under Section 4999 of the Code
may or will be assessed, the payment determined under Section 6 shall be made to
Executive  on the  earliest of (i) the date the  Holding  Company is required to
withhold such tax, (ii) the date the tax is required to be paid by Executive, or
(iii) at the time of the Change in Control.  It is the  intention of the parties
that the Holding  Company  provide  Executive with a full tax gross-up under the
provisions  of this Section 6, so that on a net after-tax  basis,  the result to
Executive  shall be the same as if the  excise  tax under  Section  4999 (or any
successor  provisions) of the Code had not been imposed. The tax gross-up may be
adjusted if alternative minimum tax rules are applicable to Executive.

               (b)  Notwithstanding  the foregoing,  if it shall subsequently be
determined  in  a  final  judicial   determination  or  a  final  administrative
settlement to which  Executive is a party that the excess  parachute  payment as
defined in Section 4999 of the Code,  reduced as described  above,  is more than
the amount  determined  as "P",  above  (such  greater  amount  being  hereafter
referred to as the "Determinative  Excess Parachute Payment"),  then the Holding
Company's independent

                                        7

<PAGE>

accountants  shall determine the amount (the "Adjustment  Amount"),  the Holding
Company  must  pay to  Executive,  in  order to put  Executive  (or the  Holding
Company,  as the case may be) in the same  position as Executive (or the Holding
Company,  as the case may be) would  have been if the amount  determined  as "P"
above  had  been  equal  to  the  Determinative  Excess  Parachute  Payment.  In
determining the Adjustment Amount,  the independent  accountants shall take into
account any and all taxes  (including any penalties and interest) paid by or for
Executive  or refunded  to  Executive  or for  Executive's  benefit.  As soon as
practicable  after the  Adjustment  Amount has been so  determined,  the Holding
Company shall pay the Adjustment Amount to Executive.

               (c) In each calendar  year that  Executive  receives  payments or
benefits under this  Agreement,  Executive shall report on his state and federal
income tax returns such information as is consistent with the determination made
by the independent  accountants of the Holding Company as described  above.  The
Holding  Company shall  indemnify and hold  Executive  harmless from any and all
losses, costs and expenses (including without limitation,  reasonable attorney's
fees,  interest,  fines and penalties)  which Executive incurs as a result of so
reporting such information.  Executive shall promptly notify the Holding Company
in writing whenever  Executive  receives notice of the Institution of a judicial
or  administrative  proceeding,  formal or  informal,  in which the  federal tax
treatment  under  Section  4999 of the Code of any amount paid or payable  under
this  Agreement is being  reviewed or is in dispute.  The Holding  Company shall
assume control at its expense over all legal and accounting  matters  pertaining
to such federal tax treatment (except to the extent necessary or appropriate for
Executive to resolve any such proceeding with respect to any matter unrelated to
amounts paid or payable pursuant to this contract) and Executive shall cooperate
fully with the Holding Company in any such proceeding. Executive shall cooperate
fully with the Holding Company in any such proceeding. Executive shall not enter
into any compromise or settlement or otherwise  prejudice any rights the Holding
Company may have in  connection  therewith  without prior consent to the Holding
Company.

7.       TERMINATION FOR CAUSE.

         The term  "Termination  for Cause"  shall mean  termination  because of
Executive's  personal  dishonesty,  willful misconduct,  any breach of fiduciary
duty involving  personal profit,  intentional  failure to perform stated duties,
willful violation of any law, rule, regulation (other than traffic violations or
similar  offenses),  final  cease and  desist  order or  material  breach of any
provision of this Agreement.  Notwithstanding the foregoing, Executive shall not
be deemed to have been  terminated  for Cause  unless and until there shall have
been  delivered to him a Notice of  Termination  which shall include a copy of a
resolution  duly adopted by an  affirmative  vote of not less than a majority of
the  members  of the Board at a meeting  of the Board  called  and held for that
purpose  (after  reasonable  notice to  Executive  and an  opportunity  for him,
together with counsel,  to be heard before the Board),  finding that in the good
faith  opinion  of  the  Board,  Executive  was  guilty  of  conduct  justifying
Termination  for  Cause  and  specifying  the  particulars  thereof  in  detail.
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause.  During the period beginning on the date
of the Notice of  Termination  for Cause pursuant to Section 8 of this Agreement
through the Date of  Termination,  stock options  granted to Executive under any
stock option plan shall not be exercisable nor shall any unvested awards granted
to Executive under any

                                        8

<PAGE>

stock benefit plan of the Holding Company or its Subsidiaries  vest. At the Date
of  Termination,  such stock  options and any such  unvested  stock awards shall
become null and void and shall not be  exercisable  by or delivered to Executive
at any time subsequent to such Termination for Cause.

8.       NOTICE.

               (a)  Any  purported  termination  by the  Holding  Company  or by
Executive  shall be  communicated  by Notice of  Termination  to the other party
hereto.  For purposes of this Agreement,  a "Notice of Termination" shall mean a
written notice which shall indicate the specific  termination  provision in this
Agreement  relied  upon and shall set forth in  reasonable  detail the facts and
circumstances  claimed  to  provide  a  basis  for  termination  of  Executive's
employment under the provision so indicated.

               (b) "Date of  Termination"  shall mean the date  specified in the
Notice of Termination  (which, in the case of a Termination for Cause, shall not
be less  than  thirty  (30) days from the date  such  Notice of  Termination  is
given).

               (c) If, within  thirty (30) days after any Notice of  Termination
is given,  the party  receiving  such Notice of  Termination  notifies the other
party  that a  dispute  exists  concerning  the  termination,  except  upon  the
occurrence of a Change in Control and voluntary  termination by the Executive in
which case the Date of  Termination  shall be the date  specified in the Notice,
the  Date of  Termination  shall be the date on which  the  dispute  is  finally
determined,  either by mutual  written  agreement of the  parties,  by a binding
arbitration  award,  or by a final  judgment,  order  or  decree  of a court  of
competent  jurisdiction  (the time for appeal  therefrom  having  expired and no
appeal having been perfected) and provided  further that the Date of Termination
shall be  extended  by a notice of dispute  only if such notice is given in good
faith and the party giving such notice  pursues the  resolution  of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Holding  Company will continue to pay Executive his full  compensation in effect
when the notice giving rise to the dispute was given (including, but not limited
to, Base Salary) and continue him as a participant in all compensation,  benefit
and insurance plans in which he was participating when the notice of dispute was
given,  until the dispute is finally resolved in accordance with this Agreement.
Amounts paid under this  Section are in addition to all other  amounts due under
this  Agreement and shall not be offset  against or reduce any other amounts due
under this Agreement.

9.       POST-TERMINATION OBLIGATIONS.

               All payments and benefits to Executive under this Agreement shall
be subject to Executive's  compliance  with this Section 9 for one (1) full year
after  the  earlier  of the  expiration  of this  Agreement  or  termination  of
Executive's   employment  with  the  Holding  Company.   Executive  shall,  upon
reasonable  notice,  furnish  such  information  and  assistance  to the Holding
Company as may reasonably be required by the Holding  Company in connection with
any litigation in which it or any of its  subsidiaries  or affiliates is, or may
become, a party.

                                        9

<PAGE>



10.      NON-COMPETITION AND NON-DISCLOSURE.

               (a) Upon any  termination  of  Executive's  employment  hereunder
pursuant to Section 4 of this  Agreement,  Executive  agrees not to compete with
the Holding Company or its  Subsidiaries  for a period of one (1) year following
such  termination in any city,  town or county in which the  Executive's  normal
business  office is located and the Holding  Company or any of its  Subsidiaries
has an office or has filed an application  for regulatory  approval to establish
an office,  determined as of the effective date of such  termination,  except as
agreed to pursuant to a resolution duly adopted by the Board.  Executive  agrees
that during such period and within said cities,  towns and  counties,  Executive
shall not work for or advise,  consult or  otherwise  serve  with,  directly  or
indirectly,  any entity whose business  materially competes with the depository,
lending or other business activities of the Holding Company or its Subsidiaries.
The  parties  hereto,  recognizing  that  irreparable  injury will result to the
Holding Company or its  Subsidiaries,  its business and property in the event of
Executive's  breach of this subsection 10(a) agree that in the event of any such
breach by Executive, the Holding Company or its Subsidiaries,  will be entitled,
in addition to any other  remedies and damages  available,  to an  injunction to
restrain  the  violation  hereof by  Executive,  Executive's  partners,  agents,
servants,  employees  and all  persons  acting  for or under  the  direction  of
Executive.  Executive represents and admits that in the event of the termination
of  his  employment  pursuant  to  Section  7  of  this  Agreement,  Executive's
experience and capabilities  are such that Executive can obtain  employment in a
business  engaged in other lines  and/or of a different  nature than the Holding
Company  or its  Subsidiaries,  and that the  enforcement  of a remedy by way of
injunction will not prevent Executive from earning a livelihood.  Nothing herein
will be construed as prohibiting  the Holding Company or its  Subsidiaries  from
pursuing any other remedies available to the Holding Company or its Subsidiaries
for such breach or  threatened  breach,  including  the recovery of damages from
Executive.

               (b) Executive  recognizes and acknowledges  that the knowledge of
the business activities and plans for business activities of the Holding Company
and its  Subsidiaries as it may exist from time to time, is a valuable,  special
and unique  asset of the business of the Holding  Company and its  Subsidiaries.
Executive  will not,  during or after the term of his  employment,  disclose any
knowledge of the past, present, planned or considered business activities of the
Holding Company and its Subsidiaries thereof to any person,  firm,  corporation,
or other entity for any reason or purpose whatsoever unless expressly authorized
by the Board of Directors  or required by law.  Notwithstanding  the  foregoing,
Executive  may disclose  any  knowledge of banking,  financial  and/or  economic
principles,  concepts or ideas which are not solely and exclusively derived from
the business  plans and  activities  of the Holding  Company.  In the event of a
breach or threatened  breach by the Executive of the provisions of this Section,
the Holding Company will be entitled to an injunction restraining Executive from
disclosing,  in whole or in part, the knowledge of the past, present, planned or
considered  business  activities of the Holding  Company or its  Subsidiaries or
from rendering any services to any person,  firm,  corporation,  other entity to
whom such knowledge, in whole or in part, has been disclosed or is threatened to
be  disclosed.  Nothing  herein will be  construed  as  prohibiting  the Holding
Company from pursuing any other  remedies  available to the Holding  Company for
such  breach or  threatened  breach,  including  the  recovery  of damages  from
Executive.

                                       10

<PAGE>


11.      SOURCE OF PAYMENTS.

               (a) All payments  provided in this Agreement shall be timely paid
in cash or check  from the  general  funds of the  Holding  Company  subject  to
Section 11(b) of this Agreement.

               (b) Notwithstanding any provision herein to the contrary,  to the
extent that payments and benefits, as provided by this Agreement, are paid to or
received by Executive under an employment  agreement in effect between Executive
and  the  Institution,  such  compensation  payments  and  benefits  paid by the
Institution will be subtracted from any amount due  simultaneously  to Executive
under similar provisions of this Agreement.  Payments pursuant to this Agreement
and the  Institution  Agreement shall be allocated in proportion to the level of
activity and the time expended on such activities by the Executive as determined
by the Holding Company and the Institution on a quarterly basis.

12.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes any prior employment agreement between the Holding Company
or any  predecessor  of the  Holding  Company  and  Executive,  except that this
Agreement  shall not affect or operate  to reduce  any  benefit or  compensation
inuring to the  Executive  of a kind  elsewhere  provided.  No provision of this
Agreement  shall be  interpreted  to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this Agreement.

13.      NO ATTACHMENT.

               (a) Except as required by law, no right to receive payments under
this Agreement shall be subject to anticipation,  commutation, alienation, sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

               (b)  This  Agreement  shall be  binding  upon,  and  inure to the
benefit of,  Executive and the Holding Company and their  respective  successors
and assigns.

14.      MODIFICATION AND WAIVER.

               (a) This  Agreement  may not be modified or amended  except by an
instrument in writing signed by the parties hereto.

               (b) No term or  condition  of this  Agreement  shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement,  except by written  instrument of the party charged
with  such  waiver  or  estoppel.  No such  written  waiver  shall  be  deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate
                                       11

<PAGE>

only as to the  specific  term or  condition  waived and shall not  constitute a
waiver of such term or  condition  for the  future as to any act other than that
specifically waived.

15.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

16.      HEADINGS FOR REFERENCE ONLY.

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

17.      GOVERNING LAW.

         This  Agreement  shall be governed by the laws of the State of Delaware
regardless of the laws that might otherwise govern under  applicable  principles
of conflicts of law.

18.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  sitting in a location  selected by the  Executive  within
fifty (50) miles from the location of the  Institution,  in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that Executive  shall be entitled to seek specific  performance of his
right to be paid  until  the Date of  Termination  during  the  pendency  of any
dispute or controversy arising under or in connection with this Agreement.

         In the event any dispute or controversy  arising under or in connection
with  Executive's  termination  is  resolved in favor of  Executive,  whether by
judgment, arbitration or settlement,  Executive shall be entitled to the payment
of all  back-pay,  including  salary,  bonuses and any other cash  compensation,
fringe  benefits and any  compensation  and benefits  due  Executive  under this
Agreement.

19.      PAYMENT OF LEGAL FEES.

         All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Holding Company,  if Executive is successful  pursuant to a
legal judgment, arbitration or settlement.

                                       12

<PAGE>

20.      INDEMNIFICATION.

               (a) The Holding  Company shall provide  Executive  (including his
heirs,  executors and administrators)  with coverage under a standard directors'
and  officers'  liability  insurance  policy at its expense and shall  indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted  under  Delaware law against all expenses and  liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he may be  involved by reason of his having been a director
or officer of the Holding Company  (whether or not he continues to be a director
or officer at the time of incurring such expenses or liabilities), such expenses
and liabilities to include,  but not be limited to,  judgments,  court costs and
attorneys' fees and the cost of reasonable settlements.

               (b) Any payments  made to Executive  pursuant to this Section are
subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and 12
C.F.R. Part 359 and any rules or regulations promulgated thereunder.

21.      SUCCESSOR TO THE HOLDING COMPANY.

         The Holding  Company shall  require any successor or assignee,  whether
direct or indirect, by purchase,  merger,  consolidation or otherwise, to all or
substantially  all the  business  or assets of the  Institution  or the  Holding
Company,  expressly  and  unconditionally  to assume  and agree to  perform  the
Holding Company's  obligations  under this Agreement,  in the same manner and to
the same extent that the Holding Company would be required to perform if no such
succession or assignment had taken place.


                                       13

<PAGE>

                                   SIGNATURES


         IN WITNESS  WHEREOF,  FirstSpartan  Financial  Corp.  has  caused  this
Agreement  to be  executed  and its  seal to be  affixed  hereunto  by its  duly
authorized  officer and its directors,  and Executive has signed this Agreement,
on the 20th day of March, 2000.


ATTEST:                                  FIRSTSPARTAN FINANCIAL CORP.



/s/ R. Lamar Simpson                     By:  /s/ Billy L. Painter
---------------------                         --------------------
R.LAMAR SIMPSON                               BILLY L. PAINTER
                                              For the Entire Board of Directors




           [SEAL]


WITNESS:                                 EXECUTIVE



/s/ R. Lamar Simpson                     By:  /s/ Hugh H. Brantley
---------------------                         --------------------
R.LAMAR SIMPSON                               HUGH H. BRANTLEY
                                              Senior Vice President


                                       14

<PAGE>
<PAGE>


                                                                  Exhibit 10 (c)


                          FIRSTSPARTAN FINANCIAL CORP.
                              EMPLOYMENT AGREEMENT


         This AGREEMENT ("Agreement") is made effective as of March 15, 2000, by
and between FirstSpartan  Financial Corp. (the "Holding Company"), a corporation
organized under the laws of Delaware with its principal offices at 380 East Main
Street,  Spartanburg,  South Carolina,  29304, First Federal Bank and J. Stephen
Sinclair  ("Executive").  Any reference to "Institution" herein shall mean First
Federal Bank or any successor thereto.

         WHEREAS, the Holding Company wishes to assure itself of the services of
Executive for the period provided in this Agreement; and

         WHEREAS, the Executive is willing to serve in the employ of the Holding
Company on a full-time basis for said period.
         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and upon the other terms and conditions  hereinafter  provided,  the
parties hereby agree as follows:

1.       POSITION AND RESPONSIBILITIES.

               During the period of Executive's employment hereunder,  Executive
agrees to serve as Senior Vice President of the Holding  Company.  The Executive
shall render  administrative and management services to the Holding Company such
as are customarily performed by persons in a similar executive capacity.  During
said period,  Executive  also agrees to serve,  if elected or  appointed,  as an
officer or director of any subsidiary of the Holding Company.

2.       TERMS.

               (a) The period of  Executive's  employment  under this  Agreement
shall be deemed to have  commenced as of the date first above  written and shall
continue  for a period of  thirty-six  (36)  full  calendar  months  thereafter.
Commencing  on the date of the  execution  of this  Agreement,  the term of this
Agreement shall be extended for one day each day until such time as the board of
directors of the Holding Company (the "Board") or Executive elects not to extend
the term of the  Agreement  by  giving  written  notice  to the  other  party in
accordance  with  Section 8 of this  Agreement,  in which  case the term of this
Agreement  shall be fixed and shall end on the third  anniversary of the date of
such written notice.

               (b) During the period of Executive's employment hereunder, except
for periods of absence occasioned by illness,  reasonable vacation periods,  and
reasonable  leaves of absence,  Executive  shall  devote  substantially  all his
business time, attention,  skill, and efforts to the faithful performance of his
duties hereunder, including activities and services related to the organization,
operation  and  management  of the  Holding  Company  and its direct or indirect
subsidiaries  ("Subsidiaries") and participation in community,  professional and
civic organizations; provided,

                                        1

<PAGE>

however,  that,  with the approval of the Board, as evidenced by a resolution of
such Board, from time to time, Executive may serve, or continue to serve, on the
boards of directors of, and hold any other offices or positions in, companies or
organizations, which, in such Board's judgment, will not present any conflict of
interest with the Holding Company or its Subsidiaries,  or materially affect the
performance of Executive's duties pursuant to this Agreement.

               (c)  Notwithstanding  anything in this Agreement to the contrary,
Executive's employment with the Holding Company may be terminated by the Holding
Company or Executive during the term of this Agreement, subject to the terms and
conditions  of this  Agreement.  However,  Executive  shall not perform,  in any
respect,  directly  or  indirectly,  during the  pendency  of his  temporary  or
permanent   suspension  or  termination   from  the   Institution,   duties  and
responsibilities formerly performed at the Institution as part of his duties and
responsibilities as Senior Vice President of the Holding Company.

3.       COMPENSATION AND REIMBURSEMENT.

               (a)  The  compensation   specified  under  this  Agreement  shall
constitute  consideration paid by the Holding Company in exchange for the duties
described  in  Section  1 of this  Agreement.  The  Holding  Company  shall  pay
Executive, as compensation,  a salary of not less than $101,506 ("Base Salary").
Base Salary  shall  include any amounts of  compensation  deferred by  Executive
under any tax-qualified retirement or welfare benefit plan or any other deferred
compensation  arrangement maintained by the Holding Company or its Subsidiaries.
Base Salary shall be payable in accordance  with the Holding  Company's  payroll
practices. During the period of this Agreement, Executive's Base Salary shall be
reviewed at least annually; the first such review will be made no later than one
year from the date of this  Agreement.  Such review  shall be  conducted  by the
Board or by a Committee of the Board delegated such responsibility by the Board.
The Committee or the Board may increase  Executive's Base Salary at anytime. Any
increase  in Base Salary  shall  become the "Base  Salary" for  purposes of this
Agreement.  In addition to the Base Salary  provided in this Section  3(a),  the
Holding Company shall also provide  Executive,  at no premium cost to Executive,
with all such other  benefits  as  provided  uniformly  to  permanent  full-time
employees of the Holding Company and its  Subsidiaries.  In addition,  Executive
shall be entitled to  incentive  compensation  and bonuses as provided for under
any plan or  arrangement  of the Holding  Company or its  Subsidiaries  in which
Executive is eligible to participate.

               (b) Executive  shall be entitled to  participate  in any employee
benefit plans, arrangements and perquisites substantially equivalent to those in
which Executive was participating or otherwise deriving benefit from immediately
prior to the beginning of the term of this  Agreement,  or in which he begins to
participate in the future,  and the Holding  Company and its  Subsidiaries  will
not, without Executive's prior written consent,  make any changes in such plans,
arrangements or perquisites which would materially  adversely affect Executive's
rights or benefits  thereunder,  except to the extent that such changes are made
applicable  to  all  Holding  Company  and  Institution  employees  eligible  to
participate in such plans,  arrangements and perquisites on a non-discriminatory
basis.  Without  limiting the  generality  of the  foregoing  provisions of this
Subsection  (b),  Executive  shall be  entitled  to  participate  in or  receive
benefits under all plans relating to stock options, restricted

                                        2

<PAGE>

stock  awards,  stock  purchases,   pension,  thrift,  supplemental  retirement,
profit-sharing,  employee stock  ownership,  group life  insurance,  medical and
other health and welfare coverage, education, cash or stock bonuses that are now
or hereafter made available by the Holding  Company or its  Subsidiaries  to its
senior  executives  and  key  management  employees,  subject  to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and  arrangements.  Executive  shall be entitled to incentive  compensation  and
bonuses as provided in any plan of the Holding  Company and its  Subsidiaries in
which Executive is eligible to participate.  Nothing paid to Executive under any
such plan or arrangement  will be deemed to be in lieu of other  compensation to
which the Executive is entitled under this Agreement.

               (c) The Holding Company shall pay or reimburse  Executive for all
reasonable expenses incurred in the performance of Executive's obligations under
this  Agreement and may provide such  additional  compensation  in such form and
such amounts as the Board may from time to time determine.

4.       PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

               (a) Upon the  occurrence of an Event of  Termination  (as defined
below)  during  Executive's  term  of  employment  under  this  Agreement,   the
provisions of this Section 4 shall apply. As used in this  Agreement,  an "Event
of Termination" shall mean and include any one or more of the following: (i) the
termination by the Holding Company of Executive's full-time employment hereunder
for  any  reason  other  than  termination  governed  by  Section  5(a)  of this
Agreement,  or for  Termination  for  Cause,  as  defined  in  Section 7 of this
Agreement;  or Retirement  (as defined in paragraph (e) of this Section 4); (ii)
Executive's resignation from the Holding Company's employ, upon, any (A) failure
to elect or  reelect  or to  appoint  or  reappoint  Executive  as  Senior  Vice
President,  unless  Executive so consents,  (B) a material change in Executive's
function,   duties,  or  responsibilities   with  the  Holding  Company  or  its
Subsidiaries,  which  change would cause  Executive's  position to become one of
lesser  responsibility,  importance,  or scope from the position and  attributes
thereof  described in Section 1, above,  unless  Executive  so  consents,  (C) a
relocation of  Executive's  principal  place of employment by more than 25 miles
from its location at the effective date of this Agreement,  unless  Executive so
consents,  (D) a material  reduction  in the  benefits  and  perquisites  to the
Executive from those being provided as of the effective date of this  Agreement,
unless  Executive so consents,  (E) a liquidation  or dissolution of the Holding
Company or the  Institution,  or (F)  breach of this  Agreement  by the  Holding
Company.  Upon the  occurrence of any event  described in clauses (A), (B), (C),
(D), (E) or (F), above, Executive shall have the right to elect to terminate his
employment  under this  Agreement by  resignation  upon not less than sixty (60)
days prior written notice given within six full calendar  months after the event
giving rise to said right to elect.

               (b) Upon the occurrence of an Event of  Termination,  on the Date
of Termination,  as defined in Section 8 of this Agreement,  the Holding Company
shall be obligated to pay Executive,  or, in the event of his subsequent  death,
his beneficiary or beneficiaries,  or his estate, as the case may be, the amount
of the  remaining  payments and benefits  Executive  would have earned if he had
continued his employment with the Holding Company during the remaining unexpired
term of this

                                        3

<PAGE>

Agreement, based on Executive's Base Salary and benefits provided at the Date of
Termination,  as set forth in Sections 3(a) and (b) of this  Agreement,  and the
amount still due Executive  under any  paragraphs of Section 3 of this Agreement
for services  rendered  through the Date of Termination.  At the election of the
Executive,  which election is to be made prior to an Event of Termination,  such
payments  shall be made in a lump sum.  In the event that no  election  is made,
payment to the Executive will be made on a monthly basis in approximately  equal
installments during the remaining term of the Agreement. Such payments shall not
be  reduced  in the event  the  Executive  obtains  other  employment  following
termination of employment.

               (c) Upon the  occurrence  of an Event of  Termination,  Executive
will be entitled to receive benefits due him under or contributed by the Holding
Company or its Subsidiaries on his behalf pursuant to any retirement, incentive,
profit sharing,  employee stock  ownership,  bonus,  performance,  disability or
other  employee   benefit  plan   maintained  by  the  Holding  Company  or  its
Subsidiaries  to the extent such  benefits are not  otherwise  paid to Executive
under a separate provision of this Agreement.

               (d) To the extent  that the Holding  Company or its  Subsidiaries
continue to offer any life, medical, health, disability or dental insurance plan
or  arrangement  in  which  Executive  participates  in on the  last  day of his
employment  (each being a "Welfare  Plan"),  after an Event of  Termination  (as
herein defined),  Executive and his dependents  shall continue  participating in
such Welfare  Plans,  subject to the same premium  contributions  on the part of
Executive as were required  immediately  prior to the Event of Termination until
the earlier of (i) his death (ii) his employment by another  employer other than
one of which he is the majority  owner or (iii) the end of the remaining term of
this  Agreement.  If the Holding  Company or its  Subsidiaries  do not offer the
Welfare  Plans after the Event of  Termination,  then the Holding  Company shall
provide  Executive with a payment equal to the actuarial  value of the provision
of such  benefit  for the period  which runs until the earlier of (i) his death;
(ii)  his  employment  by  another  employer  other  than one of which he is the
majority owner; or (iii) the end of the remaining term of this Agreement.

               (e)  Termination of Executive  based on  "Retirement"  shall mean
termination  in  accordance  with the  Holding  Company's  or the  Institution's
retirement policy or in accordance with any retirement  arrangement  established
with Executive's consent with respect to him. Upon termination of Executive upon
Retirement,  Executive  shall be entitled to all benefits  under any  retirement
plan of the  Holding  Company  or its  Subsidiaries  and  other  plans  to which
Executive is a party or a participant  in accordance  with the terms of the plan
or arrangement.

5.       CHANGE IN CONTROL.

               (a) For purposes of this Agreement,  a "Change in Control" of the
Holding  Company or the  Institution  shall mean an event of a nature that:  (i)
would be required to be reported in response to Item 1(a) of the current  report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities  Exchange Act of 1934 (the "Exchange  Act"); or (ii) results in a
Change in Control of the  Institution or the Holding  Company within the meaning
of the Home Owners' Loan Act of 1933, as amended,  the Federal Deposit Insurance
Act, and the Rules and Regulations

                                        4

<PAGE>

promulgated by the Office of Thrift Supervision (or its predecessor  agency), as
in effect on the date hereof  (provided,  that in  applying  the  definition  of
change in control as set forth under the rules and  regulations  of the OTS, the
Board shall  substitute  its  judgment  for that of the OTS);  or (iii)  without
limitation  such a Change in Control  shall be deemed to have  occurred  at such
time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the
Exchange  Act) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3
under the Exchange  Act),  directly or indirectly,  of voting  securities of the
Institution or the Holding Company representing 20% or more of the Institution's
or the Holding Company's  outstanding voting securities or right to acquire such
securities except for any voting securities of the Institution  purchased by the
Holding Company and any voting securities purchased by any employee benefit plan
of the Holding  Company or its  Subsidiaries,  or (B) individuals who constitute
the Board on the date hereof  (the  "Incumbent  Board")  cease for any reason to
constitute  at least a majority  thereof,  provided  that any person  becoming a
director  subsequent to the date hereof whose election was approved by a vote of
at least  three-quarters  of the directors  comprising the Incumbent  Board,  or
whose  nomination for election by the Company's  stockholders  was approved by a
Nominating  Committee  solely  composed  of members  which are  Incumbent  Board
members, shall be, for purposes of this clause (B), considered as though he were
a  member  of the  Incumbent  Board,  or (C) a plan of  reorganization,  merger,
consolidation, sale of all or substantially all the assets of the Institution or
the Holding Company or similar transaction occurs or is effectuated in which the
Institution or Holding Company is not the resulting entity;  provided,  however,
that such an event listed above will be deemed to have  occurred or to have been
effectuated  upon the receipt of all required federal  regulatory  approvals not
including the lapse of any statutory  waiting periods,  or (D) a proxy statement
has  been  distributed  soliciting  proxies  from  stockholders  of the  Holding
Company,  by someone other than the current  management of the Holding  Company,
seeking   stockholder   approval  of  a  plan  of   reorganization,   merger  or
consolidation   of  the  Holding  Company  or  Institution   with  one  or  more
corporations  as a result  of  which  the  outstanding  shares  of the  class of
securities  then  subject  to such  plan or  transaction  are  exchanged  for or
converted into cash or property or securities  not issued by the  Institution or
the Holding Company shall be distributed,  or (E) a tender offer is made for 20%
or more of the voting  securities  of the  Institution  or Holding  Company then
outstanding.

               (b) If any of the  events  described  in  Section  5(a)  of  this
Agreement  constituting  a Change in  Control  have  occurred,  or the Board has
determined that a Change in Control has occurred, Executive shall be entitled to
the benefits provided in paragraphs (c), (d), (e), (f) and (g) of this Section 5
upon his  termination  of  employment on or after the date the Change in Control
occurs  due to (i)  Executive's  dismissal  at any time  during the term of this
Agreement,  (ii) Executive's voluntary resignation for any reason on or within a
sixty (60) day period  following  the date a Change in Control  has  occurred or
(iii) Executive's  resignation following any demotion,  loss of title, office or
significant authority or responsibility, reduction in the annual compensation or
reduction in benefits or relocation of his principal place of employment by more
than 25 miles from its  location  immediately  prior to the  change in  control,
unless such  termination  is because of his death or  Termination  for Cause (as
defined herein), at any time during the term of this Agreement.

               (c) Upon Executive's  entitlement to benefits pursuant to Section
5(b) of this Agreement, the Holding Company shall pay Executive, or in the event
of his subsequent death, his beneficiary

                                        5

<PAGE>

or  beneficiaries,  or his  estate,  as the case  may be,  as  severance  pay or
liquidated  damages, or both, a sum equal to three (3) times Executive's average
annual  compensation for the most recently completed five (5) calendar years. In
determining  Executive's average annual compensation,  annual compensation shall
include Base Salary and any other taxable  income,  including but not limited to
amounts  related to the  granting,  vesting or exercise of  restricted  stock or
stock  option  awards,  commissions,  bonuses,  severance  payments,  retirement
benefits,  director or committee fees and fringe  benefits paid or to be paid to
Executive  or paid for  Executive's  benefit  during any such  year,  as well as
pension,  profit  sharing plan,  employee stock  ownership and other  retirement
contributions or benefits  (whether or not taxable) made or accrued on behalf of
Executive for such year. At the election of Executive,  which  election is to be
made  prior to a Change in  Control,  such  payment  shall be made in a lump sum
(without  discount for early  payment) on or  immediately  following the Date of
Termination  (which may be the date a Change in Control occurs) or paid in equal
monthly  installments  during the thirty-six (36) months  following  Executive's
termination. In the event that no election is made, payment to Executive will be
made on a monthly basis during the remaining  thirty-six  (36) month term of the
Agreement.  Such payments  shall not be reduced in the event  Executive  obtains
other employment following termination of employment.

               (d) Upon  the  occurrence  of a Change  in  Control  followed  by
Executive's  termination  of  employment,  Executive will be entitled to receive
benefits due him under or contributed by the Holding Company or its Subsidiaries
on his behalf pursuant to any retirement,  incentive,  profit sharing,  employee
stock ownership,  bonus, performance,  disability or other employee benefit plan
or other  arrangement  maintained by the  Institution or the Holding  Company on
Executive's  behalf  to the  extent  such  benefits  are not  otherwise  paid to
Executive under a separate provision of this Agreement.

               (e) Upon the  occurrence  of a Change in Control and  Executive's
termination  of  employment in connection  therewith,  the Holding  Company will
cause to be  continued  life,  medical  and  disability  coverage  substantially
identical to the coverage  maintained by the Holding Company or its Subsidiaries
for  Executive and any of his  dependents  covered under such plans prior to the
Change in Control. Such coverage and payments shall cease upon the expiration of
thirty-six (36) full calendar months  following the Date of Termination.  In the
event  Executive's  participation  in any such plan or program  is  barred,  the
Holding  Company shall  arrange to provide  Executive  and his  dependents  with
benefits  substantially  similar to those  Executive  and his  dependents  would
otherwise have been entitled to receive under such plans and programs from which
their continued participation is barred or provide their economic equivalent.

6.       CHANGE OF CONTROL RELATED PROVISIONS.

         Notwithstanding  Section 5 of this  Agreement,  for any taxable year in
which the Executive shall be liable,  as determined for the payment of an excise
tax under Section 4999 of the Code (or any successor  provision  thereto),  with
respect to any  payment in the nature of the  compensation  made by the  Holding
Company or its Subsidiaries  (or for the benefit of) Executive  pursuant to this
Agreement or otherwise, the Holding Company shall pay to the Executive an amount
determined under the following formula:

                                        6

<PAGE>

               An amount equal to:  (E x P) + X

WHERE:

               X  =                   E x P
                             ----------------------
                             1 - [(FI x (1 - SLI)) + SLI + E + M + PO]


               E             =   the rate at which the excise tax is  assessed
                                 under Section 4999 of the Code;

               P             =   the amount with  respect to which such excise
                                 tax is assessed,  determined  without regard to
                                 this Section 6;

               FI            =   the highest  marginal rate of federal income,
                                 employment,  and other taxes  (other than taxes
                                 imposed   under   Section  4999  of  the  Code)
                                 applicable to Executive for the taxable year in
                                 question  (including any effective  increase in
                                 Executive's   tax  rate   attributable  to  the
                                 disallowance of any deduction); and

               SLI           =   the  sum of the  highest  marginal  rates  of
                                 income and payroll tax  applicable to Executive
                                 under  applicable  state and local laws for the
                                 taxable   year  in  question   (including   any
                                 effective  increase  in  Executive's  tax  rate
                                 attributable   to  the   disallowance   of  any
                                 deduction); and

               M             =   highest marginal rate of Medicare tax; and

               PO            =   adjustment  for  phase  out  of or  loss  of
                                 deduction,  personal exemption or other similar
                                 items.

               (a) With  respect to any  payment  in the nature of  compensation
that is made to (or for the  benefit  of)  Executive  under  the  terms  of this
Section 6 or otherwise and on which an excise tax under Section 4999 of the Code
may or will be assessed, the payment determined under Section 6 shall be made to
Executive  on the  earliest of (i) the date the  Holding  Company is required to
withhold such tax, (ii) the date the tax is required to be paid by Executive, or
(iii) at the time of the Change in Control.  It is the  intention of the parties
that the Holding  Company  provide  Executive with a full tax gross-up under the
provisions  of this Section 6, so that on a net after-tax  basis,  the result to
Executive  shall be the same as if the  excise  tax under  Section  4999 (or any
successor  provisions) of the Code had not been imposed. The tax gross-up may be
adjusted if alternative minimum tax rules are applicable to Executive.

               (b)  Notwithstanding  the foregoing,  if it shall subsequently be
determined  in  a  final  judicial   determination  or  a  final  administrative
settlement to which  Executive is a party that the excess  parachute  payment as
defined in Section 4999 of the Code,  reduced as described  above,  is more than
the amount  determined  as "P",  above  (such  greater  amount  being  hereafter
referred to as the "Determinative  Excess Parachute Payment"),  then the Holding
Company's independent

                                        7

<PAGE>

accountants  shall determine the amount (the "Adjustment  Amount"),  the Holding
Company  must  pay to  Executive,  in  order to put  Executive  (or the  Holding
Company,  as the case may be) in the same  position as Executive (or the Holding
Company,  as the case may be) would  have been if the amount  determined  as "P"
above  had  been  equal  to  the  Determinative  Excess  Parachute  Payment.  In
determining the Adjustment Amount,  the independent  accountants shall take into
account any and all taxes  (including any penalties and interest) paid by or for
Executive  or refunded  to  Executive  or for  Executive's  benefit.  As soon as
practicable  after the  Adjustment  Amount has been so  determined,  the Holding
Company shall pay the Adjustment Amount to Executive.

               (c) In each calendar  year that  Executive  receives  payments or
benefits under this  Agreement,  Executive shall report on his state and federal
income tax returns such information as is consistent with the determination made
by the independent  accountants of the Holding Company as described  above.  The
Holding  Company shall  indemnify and hold  Executive  harmless from any and all
losses, costs and expenses (including without limitation,  reasonable attorney's
fees,  interest,  fines and penalties)  which Executive incurs as a result of so
reporting such information.  Executive shall promptly notify the Holding Company
in writing whenever  Executive  receives notice of the Institution of a judicial
or  administrative  proceeding,  formal or  informal,  in which the  federal tax
treatment  under  Section  4999 of the Code of any amount paid or payable  under
this  Agreement is being  reviewed or is in dispute.  The Holding  Company shall
assume control at its expense over all legal and accounting  matters  pertaining
to such federal tax treatment (except to the extent necessary or appropriate for
Executive to resolve any such proceeding with respect to any matter unrelated to
amounts paid or payable pursuant to this contract) and Executive shall cooperate
fully with the Holding Company in any such proceeding. Executive shall cooperate
fully with the Holding Company in any such proceeding. Executive shall not enter
into any compromise or settlement or otherwise  prejudice any rights the Holding
Company may have in  connection  therewith  without prior consent to the Holding
Company.

7.       TERMINATION FOR CAUSE.

         The term  "Termination  for Cause"  shall mean  termination  because of
Executive's  personal  dishonesty,  willful misconduct,  any breach of fiduciary
duty involving  personal profit,  intentional  failure to perform stated duties,
willful violation of any law, rule, regulation (other than traffic violations or
similar  offenses),  final  cease and  desist  order or  material  breach of any
provision of this Agreement.  Notwithstanding the foregoing, Executive shall not
be deemed to have been  terminated  for Cause  unless and until there shall have
been  delivered to him a Notice of  Termination  which shall include a copy of a
resolution  duly adopted by an  affirmative  vote of not less than a majority of
the  members  of the Board at a meeting  of the Board  called  and held for that
purpose  (after  reasonable  notice to  Executive  and an  opportunity  for him,
together with counsel,  to be heard before the Board),  finding that in the good
faith  opinion  of  the  Board,  Executive  was  guilty  of  conduct  justifying
Termination  for  Cause  and  specifying  the  particulars  thereof  in  detail.
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause.  During the period beginning on the date
of the Notice of  Termination  for Cause pursuant to Section 8 of this Agreement
through the Date of  Termination,  stock options  granted to Executive under any
stock option plan shall not be exercisable nor shall any unvested awards granted
to Executive under any
                                        8

<PAGE>

stock benefit plan of the Holding Company or its Subsidiaries  vest. At the Date
of  Termination,  such stock  options and any such  unvested  stock awards shall
become null and void and shall not be  exercisable  by or delivered to Executive
at any time subsequent to such Termination for Cause.

8.       NOTICE.

               (a)  Any  purported  termination  by the  Holding  Company  or by
Executive  shall be  communicated  by Notice of  Termination  to the other party
hereto.  For purposes of this Agreement,  a "Notice of Termination" shall mean a
written notice which shall indicate the specific  termination  provision in this
Agreement  relied  upon and shall set forth in  reasonable  detail the facts and
circumstances  claimed  to  provide  a  basis  for  termination  of  Executive's
employment under the provision so indicated.

               (b) "Date of  Termination"  shall mean the date  specified in the
Notice of Termination  (which, in the case of a Termination for Cause, shall not
be less  than  thirty  (30) days from the date  such  Notice of  Termination  is
given).

               (c) If, within  thirty (30) days after any Notice of  Termination
is given,  the party  receiving  such Notice of  Termination  notifies the other
party  that a  dispute  exists  concerning  the  termination,  except  upon  the
occurrence of a Change in Control and voluntary  termination by the Executive in
which case the Date of  Termination  shall be the date  specified in the Notice,
the  Date of  Termination  shall be the date on which  the  dispute  is  finally
determined,  either by mutual  written  agreement of the  parties,  by a binding
arbitration  award,  or by a final  judgment,  order  or  decree  of a court  of
competent  jurisdiction  (the time for appeal  therefrom  having  expired and no
appeal having been perfected) and provided  further that the Date of Termination
shall be  extended  by a notice of dispute  only if such notice is given in good
faith and the party giving such notice  pursues the  resolution  of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Holding  Company will continue to pay Executive his full  compensation in effect
when the notice giving rise to the dispute was given (including, but not limited
to, Base Salary) and continue him as a participant in all compensation,  benefit
and insurance plans in which he was participating when the notice of dispute was
given,  until the dispute is finally resolved in accordance with this Agreement.
Amounts paid under this  Section are in addition to all other  amounts due under
this  Agreement and shall not be offset  against or reduce any other amounts due
under this Agreement.

9.       POST-TERMINATION OBLIGATIONS.

         All payments and benefits to Executive  under this  Agreement  shall be
subject  to  Executive's  compliance  with this  Section 9 for one (1) full year
after  the  earlier  of the  expiration  of this  Agreement  or  termination  of
Executive's   employment  with  the  Holding  Company.   Executive  shall,  upon
reasonable  notice,  furnish  such  information  and  assistance  to the Holding
Company as may reasonably be required by the Holding  Company in connection with
any litigation in which it or any of its  subsidiaries  or affiliates is, or may
become, a party.


                                        9

<PAGE>



10.      NON-COMPETITION AND NON-DISCLOSURE.

               (a) Upon any  termination  of  Executive's  employment  hereunder
pursuant to Section 4 of this  Agreement,  Executive  agrees not to compete with
the Holding Company or its  Subsidiaries  for a period of one (1) year following
such  termination in any city,  town or county in which the  Executive's  normal
business  office is located and the Holding  Company or any of its  Subsidiaries
has an office or has filed an application  for regulatory  approval to establish
an office,  determined as of the effective date of such  termination,  except as
agreed to pursuant to a resolution duly adopted by the Board.  Executive  agrees
that during such period and within said cities,  towns and  counties,  Executive
shall not work for or advise,  consult or  otherwise  serve  with,  directly  or
indirectly,  any entity whose business  materially competes with the depository,
lending or other business activities of the Holding Company or its Subsidiaries.
The  parties  hereto,  recognizing  that  irreparable  injury will result to the
Holding Company or its  Subsidiaries,  its business and property in the event of
Executive's  breach of this subsection 10(a) agree that in the event of any such
breach by Executive, the Holding Company or its Subsidiaries,  will be entitled,
in addition to any other  remedies and damages  available,  to an  injunction to
restrain  the  violation  hereof by  Executive,  Executive's  partners,  agents,
servants,  employees  and all  persons  acting  for or under  the  direction  of
Executive.  Executive represents and admits that in the event of the termination
of  his  employment  pursuant  to  Section  7  of  this  Agreement,  Executive's
experience and capabilities  are such that Executive can obtain  employment in a
business  engaged in other lines  and/or of a different  nature than the Holding
Company  or its  Subsidiaries,  and that the  enforcement  of a remedy by way of
injunction will not prevent Executive from earning a livelihood.  Nothing herein
will be construed as prohibiting  the Holding Company or its  Subsidiaries  from
pursuing any other remedies available to the Holding Company or its Subsidiaries
for such breach or  threatened  breach,  including  the recovery of damages from
Executive.

               (b) Executive  recognizes and acknowledges  that the knowledge of
the business activities and plans for business activities of the Holding Company
and its  Subsidiaries as it may exist from time to time, is a valuable,  special
and unique  asset of the business of the Holding  Company and its  Subsidiaries.
Executive  will not,  during or after the term of his  employment,  disclose any
knowledge of the past, present, planned or considered business activities of the
Holding Company and its Subsidiaries thereof to any person,  firm,  corporation,
or other entity for any reason or purpose whatsoever unless expressly authorized
by the Board of Directors  or required by law.  Notwithstanding  the  foregoing,
Executive  may disclose  any  knowledge of banking,  financial  and/or  economic
principles,  concepts or ideas which are not solely and exclusively derived from
the business  plans and  activities  of the Holding  Company.  In the event of a
breach or threatened  breach by the Executive of the provisions of this Section,
the Holding Company will be entitled to an injunction restraining Executive from
disclosing,  in whole or in part, the knowledge of the past, present, planned or
considered  business  activities of the Holding  Company or its  Subsidiaries or
from rendering any services to any person,  firm,  corporation,  other entity to
whom such knowledge, in whole or in part, has been disclosed or is threatened to
be  disclosed.  Nothing  herein will be  construed  as  prohibiting  the Holding
Company from pursuing any other  remedies  available to the Holding  Company for
such  breach or  threatened  breach,  including  the  recovery  of damages  from
Executive.

                                       10

<PAGE>



11.      SOURCE OF PAYMENTS.

               (a) All payments  provided in this Agreement shall be timely paid
in cash or check  from the  general  funds of the  Holding  Company  subject  to
Section 11(b) of this Agreement.

               (b) Notwithstanding any provision herein to the contrary,  to the
extent that payments and benefits, as provided by this Agreement, are paid to or
received by Executive under an employment  agreement in effect between Executive
and  the  Institution,  such  compensation  payments  and  benefits  paid by the
Institution will be subtracted from any amount due  simultaneously  to Executive
under similar provisions of this Agreement.  Payments pursuant to this Agreement
and the  Institution  Agreement shall be allocated in proportion to the level of
activity and the time expended on such activities by the Executive as determined
by the Holding Company and the Institution on a quarterly basis.

12.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes any prior employment agreement between the Holding Company
or any  predecessor  of the  Holding  Company  and  Executive,  except that this
Agreement  shall not affect or operate  to reduce  any  benefit or  compensation
inuring to the  Executive  of a kind  elsewhere  provided.  No provision of this
Agreement  shall be  interpreted  to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this Agreement.

13.      NO ATTACHMENT.

               (a) Except as required by law, no right to receive payments under
this Agreement shall be subject to anticipation,  commutation, alienation, sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

               (b)  This  Agreement  shall be  binding  upon,  and  inure to the
benefit of,  Executive and the Holding Company and their  respective  successors
and assigns.

14.      MODIFICATION AND WAIVER.

               (a) This Agreement  may not be modified or amended  except by an
instrument in writing signed by the parties hereto.

               (b) No term or  condition  of this  Agreement  shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement,  except by written  instrument of the party charged
with  such  waiver  or  estoppel.  No such  written  waiver  shall  be  deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate


                                       11

<PAGE>

only as to the  specific  term or  condition  waived and shall not  constitute a
waiver of such term or  condition  for the  future as to any act other than that
specifically waived.

15.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

16.      HEADINGS FOR REFERENCE ONLY.

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

17.      GOVERNING LAW.

         This  Agreement  shall be governed by the laws of the State of Delaware
regardless of the laws that might otherwise govern under  applicable  principles
of conflicts of law.

18.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  sitting in a location  selected by the  Executive  within
fifty (50) miles from the location of the  Institution,  in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that Executive  shall be entitled to seek specific  performance of his
right to be paid  until  the Date of  Termination  during  the  pendency  of any
dispute or controversy arising under or in connection with this Agreement.

         In the event any dispute or controversy  arising under or in connection
with  Executive's  termination  is  resolved in favor of  Executive,  whether by
judgment, arbitration or settlement,  Executive shall be entitled to the payment
of all  back-pay,  including  salary,  bonuses and any other cash  compensation,
fringe benefits and any compensation and benefits due Executive
under this Agreement.

19.      PAYMENT OF LEGAL FEES.

         All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Holding Company,  if Executive is successful  pursuant to a
legal judgment, arbitration or settlement.


                                       12

<PAGE>



20.      INDEMNIFICATION.

               (a) The Holding  Company shall provide  Executive  (including his
heirs,  executors and administrators)  with coverage under a standard directors'
and  officers'  liability  insurance  policy at its expense and shall  indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted  under  Delaware law against all expenses and  liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he may be  involved by reason of his having been a director
or officer of the Holding Company  (whether or not he continues to be a director
or officer at the time of incurring such expenses or liabilities), such expenses
and liabilities to include,  but not be limited to,  judgments,  court costs and
attorneys' fees and the cost of reasonable settlements.

               (b) Any payments  made to Executive  pursuant to this Section are
subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and 12
C.F.R. Part 359 and any rules or regulations promulgated thereunder.

21.      SUCCESSOR TO THE HOLDING COMPANY.

         The Holding  Company shall  require any successor or assignee,  whether
direct or indirect, by purchase,  merger,  consolidation or otherwise, to all or
substantially  all the  business  or assets of the  Institution  or the  Holding
Company,  expressly  and  unconditionally  to assume  and agree to  perform  the
Holding Company's  obligations  under this Agreement,  in the same manner and to
the same extent that the Holding Company would be required to perform if no
such succession or assignment had taken place.

                                       13

<PAGE>


                                   SIGNATURES


         IN WITNESS  WHEREOF,  FirstSpartan  Financial  Corp.  has  caused  this
Agreement  to be  executed  and its  seal to be  affixed  hereunto  by its  duly
authorized  officer and its directors,  and Executive has signed this Agreement,
on the 20th day of March, 2000.


ATTEST:                                  FIRSTSPARTAN FINANCIAL CORP.



/s/ R. Lamar Simpson                     By: /s/ Billy L. Painter
------------------------                     --------------------
R. LAMAR SIMPSON                             BILLY L. PAINTER
                                             For the Entire Board of Directors




                  [SEAL]


WITNESS:                                 EXECUTIVE



/s/ R. Lamar Simpson                     By: /s/ J. Stephen Sinclair
------------------------                     -----------------------
R. LAMAR SIMPSON                             J. STEPHEN SINCLAIR
                                             Senior Vice President


                                       14

<PAGE>

                                                                EXHIBIT 10 (d)


                          FIRSTSPARTAN FINANCIAL CORP.
                              EMPLOYMENT AGREEMENT


         This AGREEMENT ("Agreement") is made effective as of March 15, 2000, by
and between FirstSpartan  Financial Corp. (the "Holding Company"), a corporation
organized under the laws of Delaware with its principal offices at 380 East Main
Street,  Spartanburg,  South  Carolina,  29304,  First Federal Bank and R. Lamar
Simpson  ("Executive").  Any reference to "Institution"  herein shall mean First
Federal Bank or any successor thereto.

         WHEREAS, the Holding Company wishes to assure itself of the services of
Executive for the period provided in this Agreement; and

         WHEREAS, the Executive is willing to serve in the employ of the Holding
Company on a full-time basis for said period.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and upon the other terms and conditions  hereinafter  provided,  the
parties hereby agree as follows:

1.       POSITION AND RESPONSIBILITIES.

         During the period of Executive's employment hereunder, Executive agrees
to serve as  Treasurer,  Secretary  and Chief  Financial  Officer of the Holding
Company.  The Executive shall render  administrative and management  services to
the Holding  Company such as are  customarily  performed by persons in a similar
executive  capacity.  During said  period,  Executive  also agrees to serve,  if
elected or appointed, as an officer or director of any subsidiary of
the Holding Company.

2.       TERMS.

               (a) The period of  Executive's  employment  under this  Agreement
shall be deemed to have  commenced as of the date first above  written and shall
continue  for a period of  thirty-six  (36)  full  calendar  months  thereafter.
Commencing  on the date of the  execution  of this  Agreement,  the term of this
Agreement shall be extended for one day each day until such time as the board of
directors of the Holding Company (the "Board") or Executive elects not to extend
the term of the  Agreement  by  giving  written  notice  to the  other  party in
accordance  with  Section 8 of this  Agreement,  in which  case the term of this
Agreement  shall be fixed and shall end on the third  anniversary of the date of
such written notice.

               (b) During the period of Executive's employment hereunder, except
for periods of absence occasioned by illness,  reasonable vacation periods,  and
reasonable  leaves of absence,  Executive  shall  devote  substantially  all his
business time, attention,  skill, and efforts to the faithful performance of his
duties hereunder, including activities and services related to the organization,
operation  and  management  of the  Holding  Company  and its direct or indirect
subsidiaries  ("Subsidiaries") and participation in community,  professional and
civic organizations; provided,

                                        1

<PAGE>

however,  that,  with the approval of the Board, as evidenced by a resolution of
such Board, from time to time, Executive may serve, or continue to serve, on the
boards of directors of, and hold any other offices or positions in, companies or
organizations, which, in such Board's judgment, will not present any conflict of
interest with the Holding Company or its Subsidiaries,  or materially affect the
performance of Executive's duties pursuant to this Agreement.

               (c)  Notwithstanding  anything in this Agreement to the contrary,
Executive's employment with the Holding Company may be terminated by the Holding
Company or Executive during the term of this Agreement, subject to the terms and
conditions  of this  Agreement.  However,  Executive  shall not perform,  in any
respect,  directly  or  indirectly,  during the  pendency  of his  temporary  or
permanent   suspension  or  termination   from  the   Institution,   duties  and
responsibilities formerly performed at the Institution as part of his duties and
responsibilities  as  Treasurer,  Secretary and Chief  Financial  Officer of the
Holding Company.

3.       COMPENSATION AND REIMBURSEMENT.

               (a)  The  compensation   specified  under  this  Agreement  shall
constitute  consideration paid by the Holding Company in exchange for the duties
described  in  Section  1 of this  Agreement.  The  Holding  Company  shall  pay
Executive, as compensation,  a salary of not less than $104,799 ("Base Salary").
Base Salary  shall  include any amounts of  compensation  deferred by  Executive
under any tax-qualified retirement or welfare benefit plan or any other deferred
compensation  arrangement maintained by the Holding Company or its Subsidiaries.
Base Salary shall be payable in accordance  with the Holding  Company's  payroll
practices. During the period of this Agreement, Executive's Base Salary shall be
reviewed at least annually; the first such review will be made no later than one
year from the date of this  Agreement.  Such review  shall be  conducted  by the
Board or by a Committee of the Board delegated such responsibility by the Board.
The Committee or the Board may increase  Executive's Base Salary at anytime. Any
increase  in Base Salary  shall  become the "Base  Salary" for  purposes of this
Agreement.  In addition to the Base Salary  provided in this Section  3(a),  the
Holding Company shall also provide  Executive,  at no premium cost to Executive,
with all such other  benefits  as  provided  uniformly  to  permanent  full-time
employees of the Holding Company and its  Subsidiaries.  In addition,  Executive
shall be entitled to  incentive  compensation  and bonuses as provided for under
any plan or  arrangement  of the Holding  Company or its  Subsidiaries  in which
Executive is eligible to participate.

               (b) Executive  shall be entitled to  participate  in any employee
benefit plans, arrangements and perquisites substantially equivalent to those in
which Executive was participating or otherwise deriving benefit from immediately
prior to the beginning of the term of this  Agreement,  or in which he begins to
participate in the future,  and the Holding  Company and its  Subsidiaries  will
not, without Executive's prior written consent,  make any changes in such plans,
arrangements or perquisites which would materially  adversely affect Executive's
rights or benefits  thereunder,  except to the extent that such changes are made
applicable  to  all  Holding  Company  and  Institution  employees  eligible  to
participate in such plans,  arrangements and perquisites on a non-discriminatory
basis.  Without  limiting the  generality  of the  foregoing  provisions of this
Subsection  (b),  Executive  shall be  entitled  to  participate  in or  receive
benefits under all plans relating to stock options, restricted

                                        2

<PAGE>

stock  awards,  stock  purchases,   pension,  thrift,  supplemental  retirement,
profit-sharing,  employee stock  ownership,  group life  insurance,  medical and
other health and welfare coverage, education, cash or stock bonuses that are now
or hereafter made available by the Holding  Company or its  Subsidiaries  to its
senior  executives  and  key  management  employees,  subject  to and on a basis
consistent with the terms,  conditions and overall  administration of such plans
and  arrangements.  Executive  shall be entitled to incentive  compensation  and
bonuses as provided in any plan of the Holding  Company and its  Subsidiaries in
which Executive is eligible to participate.  Nothing paid to Executive under any
such plan or arrangement  will be deemed to be in lieu of other  compensation to
which the Executive is entitled under this Agreement.

               (c) The Holding Company shall pay or reimburse  Executive for all
reasonable expenses incurred in the performance of Executive's obligations under
this  Agreement and may provide such  additional  compensation  in such form and
such amounts as the Board may from time to time determine.

4.       PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

               (a) Upon the  occurrence of an Event of  Termination  (as defined
below)  during  Executive's  term  of  employment  under  this  Agreement,   the
provisions of this Section 4 shall apply. As used in this  Agreement,  an "Event
of Termination" shall mean and include any one or more of the following: (i) the
termination by the Holding Company of Executive's full-time employment hereunder
for  any  reason  other  than  termination  governed  by  Section  5(a)  of this
Agreement,  or for  Termination  for  Cause,  as  defined  in  Section 7 of this
Agreement;  or Retirement  (as defined in paragraph (e) of this Section 4); (ii)
Executive's resignation from the Holding Company's employ, upon, any (A) failure
to elect or reelect or to appoint or reappoint Executive as Treasurer, Secretary
and Chief Financial Officer, unless Executive so consents, (B) a material change
in Executive's function, duties, or responsibilities with the Holding Company or
its Subsidiaries, which change would cause Executive's position to become one of
lesser  responsibility,  importance,  or scope from the position and  attributes
thereof  described in Section 1, above,  unless  Executive  so  consents,  (C) a
relocation of  Executive's  principal  place of employment by more than 25 miles
from its location at the effective date of this Agreement,  unless  Executive so
consents,  (D) a material  reduction  in the  benefits  and  perquisites  to the
Executive from those being provided as of the effective date of this  Agreement,
unless  Executive so consents,  (E) a liquidation  or dissolution of the Holding
Company or the  Institution,  or (F)  breach of this  Agreement  by the  Holding
Company.  Upon the  occurrence of any event  described in clauses (A), (B), (C),
(D), (E) or (F), above, Executive shall have the right to elect to terminate his
employment  under this  Agreement by  resignation  upon not less than sixty (60)
days prior written notice given within six full calendar  months after the event
giving rise to said right to elect.

               (b) Upon the occurrence of an Event of  Termination,  on the Date
of Termination,  as defined in Section 8 of this Agreement,  the Holding Company
shall be obligated to pay Executive,  or, in the event of his subsequent  death,
his beneficiary or beneficiaries,  or his estate, as the case may be, the amount
of the  remaining  payments and benefits  Executive  would have earned if he had
continued his employment with the Holding Company during the remaining unexpired
term of this

                                        3

<PAGE>

Agreement, based on Executive's Base Salary and benefits provided at the Date of
Termination,  as set forth in Sections 3(a) and (b) of this  Agreement,  and the
amount still due Executive  under any  paragraphs of Section 3 of this Agreement
for services  rendered  through the Date of Termination.  At the election of the
Executive,  which election is to be made prior to an Event of Termination,  such
payments  shall be made in a lump sum.  In the event that no  election  is made,
payment to the Executive will be made on a monthly basis in approximately  equal
installments during the remaining term of the Agreement. Such payments shall not
be  reduced  in the event  the  Executive  obtains  other  employment  following
termination of employment.

               (c) Upon the  occurrence  of an Event of  Termination,  Executive
will be entitled to receive benefits due him under or contributed by the Holding
Company or its Subsidiaries on his behalf pursuant to any retirement, incentive,
profit sharing,  employee stock  ownership,  bonus,  performance,  disability or
other  employee   benefit  plan   maintained  by  the  Holding  Company  or  its
Subsidiaries  to the extent such  benefits are not  otherwise  paid to Executive
under a separate provision of this Agreement.

               (d) To the extent  that the Holding  Company or its  Subsidiaries
continue to offer any life, medical, health, disability or dental insurance plan
or  arrangement  in  which  Executive  participates  in on the  last  day of his
employment  (each being a "Welfare  Plan"),  after an Event of  Termination  (as
herein defined),  Executive and his dependents  shall continue  participating in
such Welfare  Plans,  subject to the same premium  contributions  on the part of
Executive as were required  immediately  prior to the Event of Termination until
the earlier of (i) his death (ii) his employment by another  employer other than
one of which he is the majority  owner or (iii) the end of the remaining term of
this  Agreement.  If the Holding  Company or its  Subsidiaries  do not offer the
Welfare  Plans after the Event of  Termination,  then the Holding  Company shall
provide  Executive with a payment equal to the actuarial  value of the provision
of such  benefit  for the period  which runs until the earlier of (i) his death;
(ii)  his  employment  by  another  employer  other  than one of which he is the
majority owner; or (iii) the end of the remaining term of this Agreement.

               (e)  Termination of Executive  based on  "Retirement"  shall mean
termination  in  accordance  with the  Holding  Company's  or the  Institution's
retirement policy or in accordance with any retirement  arrangement  established
with Executive's consent with respect to him. Upon termination of Executive upon
Retirement,  Executive  shall be entitled to all benefits  under any  retirement
plan of the  Holding  Company  or its  Subsidiaries  and  other  plans  to which
Executive is a party or a participant  in accordance  with the terms of the plan
or arrangement.

5.       CHANGE IN CONTROL.

               (a) For purposes of this Agreement,  a "Change in Control" of the
Holding  Company or the  Institution  shall mean an event of a nature that:  (i)
would be required to be reported in response to Item 1(a) of the current  report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities  Exchange Act of 1934 (the "Exchange  Act"); or (ii) results in a
Change in Control of the  Institution or the Holding  Company within the meaning
of the Home Owners' Loan Act of 1933, as amended,  the Federal Deposit Insurance
Act, and the Rules and Regulations

                                        4

<PAGE>

promulgated by the Office of Thrift Supervision (or its predecessor  agency), as
in effect on the date hereof  (provided,  that in  applying  the  definition  of
change in control as set forth under the rules and  regulations  of the OTS, the
Board shall  substitute  its  judgment  for that of the OTS);  or (iii)  without
limitation  such a Change in Control  shall be deemed to have  occurred  at such
time as (A) any "person" (as the term is used in Sections 13(d) and 14(d) of the
Exchange  Act) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3
under the Exchange  Act),  directly or indirectly,  of voting  securities of the
Institution or the Holding Company representing 20% or more of the Institution's
or the Holding Company's  outstanding voting securities or right to acquire such
securities except for any voting securities of the Institution  purchased by the
Holding Company and any voting securities purchased by any employee benefit plan
of the Holding  Company or its  Subsidiaries,  or (B) individuals who constitute
the Board on the date hereof  (the  "Incumbent  Board")  cease for any reason to
constitute  at least a majority  thereof,  provided  that any person  becoming a
director  subsequent to the date hereof whose election was approved by a vote of
at least  three-quarters  of the directors  comprising the Incumbent  Board,  or
whose  nomination for election by the Company's  stockholders  was approved by a
Nominating  Committee  solely  composed  of members  which are  Incumbent  Board
members, shall be, for purposes of this clause (B), considered as though he were
a  member  of the  Incumbent  Board,  or (C) a plan of  reorganization,  merger,
consolidation, sale of all or substantially all the assets of the Institution or
the Holding Company or similar transaction occurs or is effectuated in which the
Institution or Holding Company is not the resulting entity;  provided,  however,
that such an event listed above will be deemed to have  occurred or to have been
effectuated  upon the receipt of all required federal  regulatory  approvals not
including the lapse of any statutory  waiting periods,  or (D) a proxy statement
has  been  distributed  soliciting  proxies  from  stockholders  of the  Holding
Company,  by someone other than the current  management of the Holding  Company,
seeking   stockholder   approval  of  a  plan  of   reorganization,   merger  or
consolidation   of  the  Holding  Company  or  Institution   with  one  or  more
corporations  as a result  of  which  the  outstanding  shares  of the  class of
securities  then  subject  to such  plan or  transaction  are  exchanged  for or
converted into cash or property or securities  not issued by the  Institution or
the Holding Company shall be distributed,  or (E) a tender offer is made for 20%
or more of the voting  securities  of the  Institution  or Holding  Company then
outstanding.

               (b) If any of the  events  described  in  Section  5(a)  of  this
Agreement  constituting  a Change in  Control  have  occurred,  or the Board has
determined that a Change in Control has occurred, Executive shall be entitled to
the benefits provided in paragraphs (c), (d), (e), (f) and (g) of this Section 5
upon his  termination  of  employment on or after the date the Change in Control
occurs  due to (i)  Executive's  dismissal  at any time  during the term of this
Agreement,  (ii) Executive's voluntary resignation for any reason on or within a
sixty (60) day period  following  the date a Change in Control  has  occurred or
(iii) Executive's  resignation following any demotion,  loss of title, office or
significant authority or responsibility, reduction in the annual compensation or
reduction in benefits or relocation of his principal place of employment by more
than 25 miles from its  location  immediately  prior to the  change in  control,
unless such  termination  is because of his death or  Termination  for Cause (as
defined herein), at any time during the term of this Agreement.

               (c) Upon Executive's  entitlement to benefits pursuant to Section
5(b) of this Agreement, the Holding Company shall pay Executive, or in the event
of his subsequent death, his beneficiary

                                        5

<PAGE>


or  beneficiaries,  or his  estate,  as the case  may be,  as  severance  pay or
liquidated  damages, or both, a sum equal to three (3) times Executive's average
annual  compensation for the most recently completed five (5) calendar years. In
determining  Executive's average annual compensation,  annual compensation shall
include Base Salary and any other taxable  income,  including but not limited to
amounts  related to the  granting,  vesting or exercise of  restricted  stock or
stock  option  awards,  commissions,  bonuses,  severance  payments,  retirement
benefits,  director or committee fees and fringe  benefits paid or to be paid to
Executive  or paid for  Executive's  benefit  during any such  year,  as well as
pension,  profit  sharing plan,  employee stock  ownership and other  retirement
contributions or benefits  (whether or not taxable) made or accrued on behalf of
Executive for such year. At the election of Executive,  which  election is to be
made  prior to a Change in  Control,  such  payment  shall be made in a lump sum
(without  discount for early  payment) on or  immediately  following the Date of
Termination  (which may be the date a Change in Control occurs) or paid in equal
monthly  installments  during the thirty-six (36) months  following  Executive's
termination. In the event that no election is made, payment to Executive will be
made on a monthly basis during the remaining  thirty-six  (36) month term of the
Agreement.  Such payments  shall not be reduced in the event  Executive  obtains
other employment following termination of employment.

               (d) Upon  the  occurrence  of a Change  in  Control  followed  by
Executive's  termination  of  employment,  Executive will be entitled to receive
benefits due him under or contributed by the Holding Company or its Subsidiaries
on his behalf pursuant to any retirement,  incentive,  profit sharing,  employee
stock ownership,  bonus, performance,  disability or other employee benefit plan
or other  arrangement  maintained by the  Institution or the Holding  Company on
Executive's  behalf  to the  extent  such  benefits  are not  otherwise  paid to
Executive under a separate provision of this Agreement.

               (e) Upon the  occurrence  of a Change in Control and  Executive's
termination  of  employment in connection  therewith,  the Holding  Company will
cause to be  continued  life,  medical  and  disability  coverage  substantially
identical to the coverage  maintained by the Holding Company or its Subsidiaries
for  Executive and any of his  dependents  covered under such plans prior to the
Change in Control. Such coverage and payments shall cease upon the expiration of
thirty-six (36) full calendar months  following the Date of Termination.  In the
event  Executive's  participation  in any such plan or program  is  barred,  the
Holding  Company shall  arrange to provide  Executive  and his  dependents  with
benefits  substantially  similar to those  Executive  and his  dependents  would
otherwise have been entitled to receive under such plans and programs from which
their continued participation is barred or provide their economic equivalent.

6.       CHANGE OF CONTROL RELATED PROVISIONS.

               Notwithstanding Section 5 of this Agreement, for any taxable year
in which the  Executive  shall be liable,  as  determined  for the payment of an
excise tax under Section 4999 of the Code (or any successor  provision thereto),
with  respect  to any  payment  in the  nature of the  compensation  made by the
Holding Company or its Subsidiaries  (or for the benefit of) Executive  pursuant
to this Agreement or otherwise,  the Holding  Company shall pay to the Executive
an amount determined under the following formula:

                                        6

<PAGE>



               An amount equal to:  (E x P) + X

WHERE:

               X  =                    E x P
                             ----------------------
                             1 - [(FI x (1 - SLI)) + SLI + E + M + PO]


               E             =   the rate at which the excise tax is  assessed
                                 under Section 4999 of the Code;

               P             =   the amount with  respect to which such excise
                                 tax is assessed,  determined  without regard to
                                 this Section 6;

               FI            =   the highest  marginal rate of federal income,
                                 employment,  and other taxes  (other than taxes
                                 imposed   under   Section  4999  of  the  Code)
                                 applicable to Executive for the taxable year in
                                 question  (including any effective  increase in
                                 Executive's   tax  rate   attributable  to  the
                                 disallowance of any deduction); and

               SLI           =   the  sum of the  highest  marginal  rates  of
                                 income and payroll tax  applicable to Executive
                                 under  applicable  state and local laws for the
                                 taxable   year  in  question   (including   any
                                 effective  increase  in  Executive's  tax  rate
                                 attributable   to  the   disallowance   of  any
                                 deduction); and

               M             =   highest marginal rate of Medicare tax; and

               PO            =   adjustment  for  phase  out  of or  loss  of
                                 deduction,  personal exemption or other similar
                                 items.

               (a) With  respect to any  payment  in the nature of  compensation
that is made to (or for the  benefit  of)  Executive  under  the  terms  of this
Section 6 or otherwise and on which an excise tax under Section 4999 of the Code
may or will be assessed, the payment determined under Section 6 shall be made to
Executive  on the  earliest of (i) the date the  Holding  Company is required to
withhold such tax, (ii) the date the tax is required to be paid by Executive, or
(iii) at the time of the Change in Control.  It is the  intention of the parties
that the Holding  Company  provide  Executive with a full tax gross-up under the
provisions  of this Section 6, so that on a net after-tax  basis,  the result to
Executive  shall be the same as if the  excise  tax under  Section  4999 (or any
successor  provisions) of the Code had not been imposed. The tax gross-up may be
adjusted if alternative minimum tax rules are applicable to Executive.

               (b)  Notwithstanding  the foregoing,  if it shall subsequently be
determined  in  a  final  judicial   determination  or  a  final  administrative
settlement to which  Executive is a party that the excess  parachute  payment as
defined in Section 4999 of the Code,  reduced as described  above,  is more than
the amount  determined  as "P",  above  (such  greater  amount  being  hereafter
referred to as the "Determinative  Excess Parachute Payment"),  then the Holding
Company's independent

                                        7

<PAGE>

accountants  shall determine the amount (the "Adjustment  Amount"),  the Holding
Company  must  pay to  Executive,  in  order to put  Executive  (or the  Holding
Company,  as the case may be) in the same  position as Executive (or the Holding
Company,  as the case may be) would  have been if the amount  determined  as "P"
above  had  been  equal  to  the  Determinative  Excess  Parachute  Payment.  In
determining the Adjustment Amount,  the independent  accountants shall take into
account any and all taxes  (including any penalties and interest) paid by or for
Executive  or refunded  to  Executive  or for  Executive's  benefit.  As soon as
practicable  after the  Adjustment  Amount has been so  determined,  the Holding
Company shall pay the Adjustment Amount to Executive.

               (c) In each calendar  year that  Executive  receives  payments or
benefits under this  Agreement,  Executive shall report on his state and federal
income tax returns such information as is consistent with the determination made
by the independent  accountants of the Holding Company as described  above.  The
Holding  Company shall  indemnify and hold  Executive  harmless from any and all
losses, costs and expenses (including without limitation,  reasonable attorney's
fees,  interest,  fines and penalties)  which Executive incurs as a result of so
reporting such information.  Executive shall promptly notify the Holding Company
in writing whenever  Executive  receives notice of the Institution of a judicial
or  administrative  proceeding,  formal or  informal,  in which the  federal tax
treatment  under  Section  4999 of the Code of any amount paid or payable  under
this  Agreement is being  reviewed or is in dispute.  The Holding  Company shall
assume control at its expense over all legal and accounting  matters  pertaining
to such federal tax treatment (except to the extent necessary or appropriate for
Executive to resolve any such proceeding with respect to any matter unrelated to
amounts paid or payable pursuant to this contract) and Executive shall cooperate
fully with the Holding Company in any such proceeding. Executive shall cooperate
fully with the Holding Company in any such proceeding. Executive shall not enter
into any compromise or settlement or otherwise  prejudice any rights the Holding
Company may have in  connection  therewith  without prior consent to the Holding
Company.

7.       TERMINATION FOR CAUSE.

         The term  "Termination  for Cause"  shall mean  termination  because of
Executive's  personal  dishonesty,  willful misconduct,  any breach of fiduciary
duty involving  personal profit,  intentional  failure to perform stated duties,
willful violation of any law, rule, regulation (other than traffic violations or
similar  offenses),  final  cease and  desist  order or  material  breach of any
provision of this Agreement.  Notwithstanding the foregoing, Executive shall not
be deemed to have been  terminated  for Cause  unless and until there shall have
been  delivered to him a Notice of  Termination  which shall include a copy of a
resolution  duly adopted by an  affirmative  vote of not less than a majority of
the  members  of the Board at a meeting  of the Board  called  and held for that
purpose  (after  reasonable  notice to  Executive  and an  opportunity  for him,
together with counsel,  to be heard before the Board),  finding that in the good
faith  opinion  of  the  Board,  Executive  was  guilty  of  conduct  justifying
Termination  for  Cause  and  specifying  the  particulars  thereof  in  detail.
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause.  During the period beginning on the date
of the Notice of  Termination  for Cause pursuant to Section 8 of this Agreement
through the Date of  Termination,  stock options  granted to Executive under any
stock option plan shall not be exercisable nor shall any unvested awards granted
to Executive under any

                                       8

<PAGE>


stock benefit plan of the Holding Company or its Subsidiaries  vest. At the Date
of  Termination,  such stock  options and any such  unvested  stock awards shall
become null and void and shall not be  exercisable  by or delivered to Executive
at any time subsequent to such Termination for Cause.

8.       NOTICE.

               (a)  Any  purported  termination  by the  Holding  Company  or by
Executive  shall be  communicated  by Notice of  Termination  to the other party
hereto.  For purposes of this Agreement,  a "Notice of Termination" shall mean a
written notice which shall indicate the specific  termination  provision in this
Agreement  relied  upon and shall set forth in  reasonable  detail the facts and
circumstances  claimed  to  provide  a  basis  for  termination  of  Executive's
employment under the provision so indicated.

               (b) "Date of  Termination"  shall mean the date  specified in the
Notice of Termination  (which, in the case of a Termination for Cause, shall not
be less  than  thirty  (30) days from the date  such  Notice of  Termination  is
given).

               (c) If, within  thirty (30) days after any Notice of  Termination
is given,  the party  receiving  such Notice of  Termination  notifies the other
party  that a  dispute  exists  concerning  the  termination,  except  upon  the
occurrence of a Change in Control and voluntary  termination by the Executive in
which case the Date of  Termination  shall be the date  specified in the Notice,
the  Date of  Termination  shall be the date on which  the  dispute  is  finally
determined,  either by mutual  written  agreement of the  parties,  by a binding
arbitration  award,  or by a final  judgment,  order  or  decree  of a court  of
competent  jurisdiction  (the time for appeal  therefrom  having  expired and no
appeal having been perfected) and provided  further that the Date of Termination
shall be  extended  by a notice of dispute  only if such notice is given in good
faith and the party giving such notice  pursues the  resolution  of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Holding  Company will continue to pay Executive his full  compensation in effect
when the notice giving rise to the dispute was given (including, but not limited
to, Base Salary) and continue him as a participant in all compensation,  benefit
and insurance plans in which he was participating when the notice of dispute was
given,  until the dispute is finally resolved in accordance with this Agreement.
Amounts paid under this  Section are in addition to all other  amounts due under
this  Agreement and shall not be offset  against or reduce any other amounts due
under this Agreement.

9.       POST-TERMINATION OBLIGATIONS.

         All payments and benefits to Executive  under this  Agreement  shall be
subject  to  Executive's  compliance  with this  Section 9 for one (1) full year
after  the  earlier  of the  expiration  of this  Agreement  or  termination  of
Executive's   employment  with  the  Holding  Company.   Executive  shall,  upon
reasonable  notice,  furnish  such  information  and  assistance  to the Holding
Company as may reasonably be required by the Holding  Company in connection with
any litigation in which it or any of its  subsidiaries  or affiliates is, or may
become, a party.

                                        9

<PAGE>



10.      NON-COMPETITION AND NON-DISCLOSURE.

               (a) Upon any  termination  of  Executive's  employment  hereunder
pursuant to Section 4 of this  Agreement,  Executive  agrees not to compete with
the Holding Company or its  Subsidiaries  for a period of one (1) year following
such  termination in any city,  town or county in which the  Executive's  normal
business  office is located and the Holding  Company or any of its  Subsidiaries
has an office or has filed an application  for regulatory  approval to establish
an office,  determined as of the effective date of such  termination,  except as
agreed to pursuant to a resolution duly adopted by the Board.  Executive  agrees
that during such period and within said cities,  towns and  counties,  Executive
shall not work for or advise,  consult or  otherwise  serve  with,  directly  or
indirectly,  any entity whose business  materially competes with the depository,
lending or other business activities of the Holding Company or its Subsidiaries.
The  parties  hereto,  recognizing  that  irreparable  injury will result to the
Holding Company or its  Subsidiaries,  its business and property in the event of
Executive's  breach of this subsection 10(a) agree that in the event of any such
breach by Executive, the Holding Company or its Subsidiaries,  will be entitled,
in addition to any other  remedies and damages  available,  to an  injunction to
restrain  the  violation  hereof by  Executive,  Executive's  partners,  agents,
servants,  employees  and all  persons  acting  for or under  the  direction  of
Executive.  Executive represents and admits that in the event of the termination
of  his  employment  pursuant  to  Section  7  of  this  Agreement,  Executive's
experience and capabilities  are such that Executive can obtain  employment in a
business  engaged in other lines  and/or of a different  nature than the Holding
Company  or its  Subsidiaries,  and that the  enforcement  of a remedy by way of
injunction will not prevent Executive from earning a livelihood.  Nothing herein
will be construed as prohibiting  the Holding Company or its  Subsidiaries  from
pursuing any other remedies available to the Holding Company or its Subsidiaries
for such breach or  threatened  breach,  including  the recovery of damages from
Executive.

               (b) Executive  recognizes and acknowledges  that the knowledge of
the business activities and plans for business activities of the Holding Company
and its  Subsidiaries as it may exist from time to time, is a valuable,  special
and unique  asset of the business of the Holding  Company and its  Subsidiaries.
Executive  will not,  during or after the term of his  employment,  disclose any
knowledge of the past, present, planned or considered business activities of the
Holding Company and its Subsidiaries thereof to any person,  firm,  corporation,
or other entity for any reason or purpose whatsoever unless expressly authorized
by the Board of Directors  or required by law.  Notwithstanding  the  foregoing,
Executive  may disclose  any  knowledge of banking,  financial  and/or  economic
principles,  concepts or ideas which are not solely and exclusively derived from
the business  plans and  activities  of the Holding  Company.  In the event of a
breach or threatened  breach by the Executive of the provisions of this Section,
the Holding Company will be entitled to an injunction restraining Executive from
disclosing,  in whole or in part, the knowledge of the past, present, planned or
considered  business  activities of the Holding  Company or its  Subsidiaries or
from rendering any services to any person,  firm,  corporation,  other entity to
whom such knowledge, in whole or in part, has been disclosed or is threatened to
be  disclosed.  Nothing  herein will be  construed  as  prohibiting  the Holding
Company from pursuing any other  remedies  available to the Holding  Company for
such  breach or  threatened  breach,  including  the  recovery  of damages  from
Executive.

                                       10

<PAGE>

11.      SOURCE OF PAYMENTS.

               (a) All payments  provided in this Agreement shall be timely paid
in cash or check  from the  general  funds of the  Holding  Company  subject  to
Section 11(b) of this Agreement.

               (b) Notwithstanding any provision herein to the contrary,  to the
extent that payments and benefits, as provided by this Agreement, are paid to or
received by Executive under an employment  agreement in effect between Executive
and  the  Institution,  such  compensation  payments  and  benefits  paid by the
Institution will be subtracted from any amount due  simultaneously  to Executive
under similar provisions of this Agreement.  Payments pursuant to this Agreement
and the  Institution  Agreement shall be allocated in proportion to the level of
activity and the time expended on such activities by the Executive as determined
by the Holding Company and the Institution on a quarterly basis.

12.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes any prior employment agreement between the Holding Company
or any  predecessor  of the  Holding  Company  and  Executive,  except that this
Agreement  shall not affect or operate  to reduce  any  benefit or  compensation
inuring to the  Executive  of a kind  elsewhere  provided.  No provision of this
Agreement  shall be  interpreted  to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this Agreement.

13.      NO ATTACHMENT.

               (a) Except as required by law, no right to receive payments under
this Agreement shall be subject to anticipation,  commutation, alienation, sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

               (b)  This  Agreement  shall be  binding  upon,  and  inure to the
benefit of,  Executive and the Holding Company and their  respective  successors
and assigns.

14.      MODIFICATION AND WAIVER.

               (a) This  Agreement  may not be modified or amended  except by an
instrument in writing signed by the parties hereto.

               (b) No term or  condition  of this  Agreement  shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement,  except by written  instrument of the party charged
with  such  waiver  or  estoppel.  No such  written  waiver  shall  be  deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate

                                       11

<PAGE>

only as to the  specific  term or  condition  waived and shall not  constitute a
waiver of such term or  condition  for the  future as to any act other than that
specifically waived.

15.      SEVERABILITY.

               If, for any reason, any provision of this Agreement,  or any part
of any provision,  is held invalid,  such invalidity  shall not affect any other
provision of this  Agreement or any part of such  provision not held so invalid,
and each  such  other  provision  and  part  thereof  shall  to the full  extent
consistent with law continue in full force and effect.

16.      HEADINGS FOR REFERENCE ONLY.

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

17.      GOVERNING LAW.

         This  Agreement  shall be governed by the laws of the State of Delaware
regardless of the laws that might otherwise govern under  applicable  principles
of conflicts of law.

18.      ARBITRATION.

         Any dispute or  controversy  arising under or in  connection  with this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  sitting in a location  selected by the  Executive  within
fifty (50) miles from the location of the  Institution,  in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the arbitrator's  award in any court having  jurisdiction;  provided,
however,  that Executive  shall be entitled to seek specific  performance of his
right to be paid  until  the Date of  Termination  during  the  pendency  of any
dispute or controversy arising under or in connection with this Agreement.

         In the event any dispute or controversy  arising under or in connection
with  Executive's  termination  is  resolved in favor of  Executive,  whether by
judgment, arbitration or settlement,  Executive shall be entitled to the payment
of all  back-pay,  including  salary,  bonuses and any other cash  compensation,
fringe  benefits and any  compensation  and benefits  due  Executive  under this
Agreement.

19.      PAYMENT OF LEGAL FEES.

         All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Holding Company,  if Executive is successful  pursuant to a
legal judgment, arbitration or settlement.


                                       12

<PAGE>


20.      INDEMNIFICATION.

               (a) The Holding  Company shall provide  Executive  (including his
heirs,  executors and administrators)  with coverage under a standard directors'
and  officers'  liability  insurance  policy at its expense and shall  indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted  under  Delaware law against all expenses and  liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he may be  involved by reason of his having been a director
or officer of the Holding Company  (whether or not he continues to be a director
or officer at the time of incurring such expenses or liabilities), such expenses
and liabilities to include,  but not be limited to,  judgments,  court costs and
attorneys' fees and the cost of reasonable settlements.

               (b) Any payments  made to Executive  pursuant to this Section are
subject to and conditioned upon compliance with 12 U.S.C. Section 1828(k) and 12
C.F.R. Part 359 and any rules or regulations promulgated thereunder.

21.      SUCCESSOR TO THE HOLDING COMPANY.

         The Holding  Company shall  require any successor or assignee,  whether
direct or indirect, by purchase,  merger,  consolidation or otherwise, to all or
substantially  all the  business  or assets of the  Institution  or the  Holding
Company,  expressly  and  unconditionally  to assume  and agree to  perform  the
Holding Company's  obligations  under this Agreement,  in the same manner and to
the same extent that the Holding Company would be required to perform if no such
succession or assignment had taken place.


                                       13

<PAGE>


                                   SIGNATURES


         IN WITNESS  WHEREOF,  FirstSpartan  Financial  Corp.  has  caused  this
Agreement  to be  executed  and its  seal to be  affixed  hereunto  by its  duly
authorized  officer and its directors,  and Executive has signed this Agreement,
on the 20th day of March, 2000.

ATTEST:                                  FIRSTSPARTAN FINANCIAL CORP.



/s/ Robert R. Odom                       By: /s/ Billy L. Painter
--------------------                         --------------------
ROBERT R. ODOM                                BILLY L. PAINTER
                                              For the Entire Board of Directors




                      [SEAL]


WITNESS:                                 EXECUTIVE



/s/ Kelley Theus                         By: /s/ R. Lamar Simpson
-----------------------------                --------------------
KELLEY THEUS                                 R. LAMAR SIMPSON
                                             Treasurer, Secretary and Chief
                                             Financial Officer

                                       14

<PAGE>