Exhibit 10.4.2

SOUTH CAROLINA
                                                          SPLIT DOLLAR AGREEMENT
SPARTANBURG COUNTY

         THIS AGREEMENT,  made and entered into this 21st day of June,  1996, by
and between First South Bank, (hereinafter referred to as the "Corporation"),  a
banking corporation organized and existing under the laws of South Carolina, and
Barry Lee Slider, (hereinafter referred to as the "Employee").

         WHEREAS,  the Employee  has  performed  his duties in an efficient  and
capable manner; and

         WHEREAS,  the  Corporation is desirous of retaining the services of the
employee; and

         WHEREAS,  the  Corporation  is desirous of  assisting  the  Employee in
paying for life insurance on his own life; and

         WHEREAS,  the  Corporation has determined that this assistance can best
be provided under a "split-dollar" arrangement; and

         WHEREAS, the Employee has applied for, and is the owner and beneficiary
 of  Insurance  Policy No.  S7-059-365  (the  "Policy")  issued by  Northwestern
 National Life Insurance Company in the face amount of $250,000; and

         WHEREAS,  the  Corporation  and Employee  agree to make said  insurance
 policy subject to this split-dollar agreement; and

         WHEREAS,  the Employee has  assigned the Policy to the  Corporation  as
 collateral for amounts to be advanced by the  Corporation  under this agreement
 by an instrument of assignment, dated August 1, 1996 (the "Assignment"); and

          WHEREAS,  it is now  understood  and  agreed  that  this  split-dollar
 agreement is to be effective as of the date on which the Policy was assigned to
 the Corporation;

         NOW,  THEREFORE,  for value received and in consideration of the mutual
 covenants contained herein, the parties agree as follows:

     1.   Definitions.  For purposes of this agreement, the following terms will
          have the meanings set forth below:

          (a)  "Cash  Surrender Value of the Policy" will mean the Cash Value of
               the Policy;  plus the cash value of any paid-up  additions;  plus
               any dividend  accumulations  and unpaid  dividends;  and less any
               Policy Loan Balance.

                             Page 1 of Six (6) Pages



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          (b)  "Cash  Value  of  the  Policy"   will  mean  the  cash  value  as
               illustrated in the table of values shown in the Policy.

          (c)  "Corporation's  Interest  in the  Policy"  will be as  defined in
               Paragraph 6.

          (d)  "Current  Loan Value of the  Policy"  will mean the Loan Value of
               the Policy reduced by any outstanding Policy Loan Balance.

          (e)  "Loan  Value of the Policy"  will mean the amount  which the loan
               interest  will  equal  the Cash  Value of the  Policy  and of any
               paid-up  additions  on the next loan  interest due date or on the
               next premium due date whichever is the smaller amount.

          (f)  "Policy  Loan  Balance"  at  any  time  will  mean  policy  loans
               outstanding plus interest accrued to date.

2.   Allocation  of Premiums.  The Employee  will pay that portion of the annual
     premium  due on the  policy  that is equal to the less of (a) the amount to
     the entire economic benefit (including any economic benefit attributable to
     the use of Policy  dividends) that would be taxable to the Employee but for
     such  payments,  or (b) the amount of the premium  due on the  policy.  The
     Corporation  will pay the  remainder of the premium.  The economic  benefit
     that would be taxable to the Employee will be computed in  accordance  with
     I.R.S. Revenue Rulings 64-328,  1964-2 C.B. 11 and 66-110,  1966-1 C.B. 12,
     as in effect on the effective date of this agreement.

3.   Waiver of Premiums  Rider.  Upon written  request by the  Corporation,  the
     Employee  will  add to the  Policy  a rider  providing  for the  waiver  of
     premiums  in  the  event  of  his   disability.   Any  additional   premium
     attributable to such rider will be payable by the Corporation.

4.   Payment of Premiums. Any premium or portion thereof which is payable by the
     Employee  under any provision of this  agreement may at the election of the
     Employee be deducted from the cash  compensation  otherwise  payable to him
     and the Corporation agrees to transmit that premium or portion,  along with
     any premium or portion thereof payable by it, to Northwestern National Life
     Insurance Company on or before the premium due date.

5.   Application of Policy Dividends.  All dividends  attributable to the Policy
     will be applied to provide paid-up additional insurance.

6.   Rights in the Policy.  The Employee  may  exercise all rights,  options and
     privileges  of  ownership  in  the  Policy  except  those  granted  to  the
     Corporation

                              Page 2 of Six (6) Pages



<PAGE>


     in the  Assignment.  The  Corporation  will have those rights in the policy
     given  to  it  in  the  Assignment  except  as  hereinafter  modified.  The
     Corporation  will not  surrender  the policy for  cancellation  except upon
     expiration  of the thirty (30) day period  described  in  Paragraph  9. The
     Corporation will not without the written consent of the Employee assign its
     rights in the  Policy,  other  than for the  purpose  of  obtaining  a loan
     against the Policy, to anyone other than the Employee. The Corporation will
     not take any action in dealing with  Northwestern  National Life  Insurance
     Company  that would  impair any right or  interest  of the  Employee in the
     Policy.  The  Corporation  will have the right to borrow from  Northwestern
     National Life Insurance Company,  and to secure that loan by the Policy, an
     amount which, together with the unpaid interest accrued thereon, will at no
     time  exceed the less of (a) the  Corporation's  Interest in the Policy and
     (b) the Loan Value of the Policy. The Corporation's  Interest in the Policy
     will be the  liability  of the  Employee  for which  the  Policy is held as
     collateral  security under the Assignment.  "Corporation's  Interest in the
     Policy" will mean, at any time at which the value of such interest is to be
     determined  under this agreement the total of premiums  theretofore paid on
     the Policy by the  Corporation  (including  premiums  paid by loans charged
     automatically  against the Policy but not including  any premiums  paid, by
     loan or otherwise, for any supplemental agreement or rider), reduced by the
     Policy  Loan   Balance,   with   respect  to  any  loans  made  or  charged
     automatically against the policy by the Corporation.  In the event that the
     Corporation has paid additional premiums  attributable to a rider providing
     for the  waiver  of  premiums  in the event of the  Employee's  disability,
     "premiums" as used in the preceding  sentence will not include any premiums
     waived  pursuant  to the terms of such  rider  while this  agreement  is in
     force.

7.   Rights to the Proceeds at Death.  Upon the death of the Employee while this
     agreement  is in force,  the  proceeds  of the  Policy  will be  payable as
     follows:  (a) Part  shall be payable  to the  Employer;  this part shall be
     equal to the  aggregate  amount  of the  interest  free  loans  made by the
     Employee  pursuant to this  Agreement,  less any Policy or premium loans or
     other  indebtedness  secured by the Policy,  (b) The entire  balance of the
     proceeds in excess of the part payable under 7(a) above shall be payable to
     the beneficiary of the Policy.

8.   Termination  of  Agreement.  This  agreement  may be terminated at any time
     while the  Insured  is living  by  written  notice  thereof  by either  the
     Corporation or the Employee to the other; and, in any event, this agreement
     will terminate upon termination of the Employee's employment.




                              Page 3 of Six (6) Pages






<PAGE>


9.   Employee  Rights Upon  Termination.  The employee will, for the thirty (30)
     days immediately  following the date on which termination  occurs, have the
     right to obtain a release of the Assignment by paying to the Corporation an
     amount equal to the Corporation's Interest In The Policy. Upon such payment
     the  Corporation  will release its interest in the Policy to the  Employee,
     Alternatively,  at the election of the Employee  prior to the expiration of
     said thirty  (30) day period and upon the payment by him of the excess,  if
     any, of the  Corporation's  Interest  In The Policy  over the Current  Loan
     Value of the Policy,  the  Corporation  will make a collateral  policy loan
     from the  Insurance  Company in the amount of the Current Loan Value of the
     Policy,  or in the amount of the  Corporation's  Interest In The Policy, if
     less, and release its interest in the Policy to the Employee.  Upon release
     by the Corporation of all of its interest in the Policy,  the Employee will
     thereafter  own the policy free from the Assignment and from this Agreement
     but subject to any Policy loans and interest thereon. If the Employee fails
     to make either the payment or the election (and  payment,  if any) provided
     for in this  Paragraph,  the Employee  agrees to transfer all of his right,
     title and  interest in the Policy to the  Corporation,  by  executing  such
     documents as are  necessary to transfer  such right,  title and interest to
     the  Corporation  as of the  date  of  termination.  The  Corporation  will
     thereafter  be able to deal with the Policy in any way that it may see fit.

10.  Status of Agreement vs. Collateral Assignment.  As between the Employee and
     the Corporation, this Agreement will take precedence over any provisions of
     the Assignment.  The Corporation agrees not to exercise any right possessed
     by it under the Assignment except in conformity with this Agreement.

11.  Satisfaction  of Claim.  The Employee  rights and interest,  and rights and
     interest of any persons  taking  under or through him,  will be  completely
     satisfied upon  compliance by the  Corporation  with the provisions of this
     Agreement.

12.  Amendment  and  Assignment.  This  Agreement  may be  altered,  amended  or
     modified,  including the addition of any extra policy provisions, only by a
     written instrument signed by the Corporation and the Employee. Either party
     may,  subject to the  limitations  of  Paragraph 6, assign its interest and
     obligations under this Agreement,  provided,  however,  that any assignment
     will be subject to the terms of this Agreement.

13.  Possession of Policy.  The Corporation  will keep possession of the Policy.
     The  Corporation  agrees from time to time to make the Policy  available to

                              Page 4 of Six (6) Pages

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     the Employee or to  Northwestern  National Life  Insurance  Company for the
     purpose of endorsing or filing any change of  beneficiary on the Policy but
     the Policy will promptly be returned to the Corporation.

14.  Governing  Laws.  This  Agreement  sets forth the entire  Agreement  of the
     parties  hereto,   and  any  and  all  prior  agreements,   to  the  extent
     inconsistent  herewith,  are  hereby  superseded.  This  Agreement  will be
     governed by the laws of the State of South Carolina.

15.  Interpretation.  Where  appropriate  in this  Agreement,  words used in the
     singular  will  include  the plural and words  used in the  masculine  will
     include the feminine.


     IN WITNESS  WHEREOF,  the parties have  hereunto set their hands and seals,
the Corporation by its duly authorized  officer, on the day and year first above
written.


                                   s/ Barry Lee Slider (SEAL)
                                   ----------------------------
                                      Barry Lee Slider




                                   FIRST SOUTH BANK

                                   By:  Roger Habisreutinger
                                        ----------------------------------
                                        Chairman of the Board of Directors


ATTEST:


 s/ V. Lewis Shuler

----------------------------------
 Secretary


                            Page 5 of Six (6) Pages


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STATE OF SOUTH CAROLINA
COUNTY OF SPARTANBURG


         I, a Notary  Public of the County  and State  aforesaid,  certify  that
Barry Lee Slider  personally  appeared before me this day and  acknowledged  the
execution of the foregoing instrument.

         WITNESS  my hand and  official  stamp or seal,  this  21st day of June,
1996.



My Commission Expires: 5/22/2001                     s/ Jean P. Ellison
                       ---------                     --------------------------
                                                        Notary Public



STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG

I, a Notary  Public of the County  and State  aforesaid,  certify  that V. Lewis
Shuler  personally  appeared  before  me this  day and  acknowledged  that he is
Secretary of First South Bank and that by authority duly given and as the act of
the Corporation, the foregoing instrument was signed in its name by the Chairman
of its Board of Directors, sealed with its corporate seal and attested by him as
its Secretary.

     WITNESS my hand and official stamp or seal, this 21st day of June, 1996.


My Commission Expires: 5/22/2001                     s/ Jean P. Ellison
                       ---------                     --------------------------
                                                        Notary Public




                             Page 6 of Six (6) Pages



<PAGE>


               SPLIT DOLLAR LIFE INSURANCE POLICY ENDORSEMENT FORM

                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
                             MINNEAPOLIS, MINNESOTA



         This  endorsement  shall  apply to the  insurance  on the life of Barry
         Slider under policy # S7-059-365

         Northwestern  National Life Insurance  Company agrees to pay the entire
         net proceeds to the designated beneficiaries,  if said policy becomes a
         claim by reason of death of the Insured, in the following manner:

         The net proceeds shall be allocated into Parts A and B as follows:

         Part A shall consist of the portion of the proceeds equal to the sum of
         the  total  premium  paid  from the date of this  Policy to the date to
         which  premiums are paid  following the Insured's  death,  less any net
         indebtedness to First South.

         Part B shall consist of the balance, if any, of the proceeds payable in
         a single sum to Dorthy L. Slider  ( Employee's Beneficiary )


         Dated this 20 day of June, 1996
         At Spartanburg, South Carolina

         Barry L. Slider                             First South Bank
         -------------------                         ------------------------
         Employee                                    Employer

                                                     By s/ V. Lewis Shuler
                                                        ----------------------
                                                     Its EVP/Sec. & Treasurer


          This policy  endorsement  has been received by  Northwestern  National
          Life Insurance Company at its Home Office and made a part of the above
          described policy on __, 19________.

          This policy endorsement  revokes any prior endorsements  applicable to
          the above described policy.


<PAGE>


STATE OF SOUTH CAROLINA       )         FIRST AMENDMENT TO
                              )       SPLIT DOLLAR AGREEMENT
COUNTY OF SPARTANBURG         )


         WHEREAS, FIRST SOUTH BANK, a bank organized and existing under the laws
 of the State of South  Carolina  (the  "Corporation")  and BARRY L. SLIDER (the
 "Employee") entered into a Split Dollar Agreement (the "Agreement") on June 21,
 1996; and

         WHEREAS,  Corporation  and  Employee  reserved  the right to amend said
Agreement in Paragraph 12 thereof; and

         WHEREAS,  Corporation and Employee desire to amend said Agreement.

NOW,
         THEREFORE, Corporation and Employee hereto agree as follows:

          (1)  Corporation  and Employee hereby amend said Agreement by deleting
 Paragraph 7 therefrom  in its  entirety  and  substituting  in lieu thereof the
 following:

                  7.  Rights to the  Proceeds  at  Death.  Upon the death of the
         Employee while this  agreement is in force,  the proceeds of the Policy
         will  be  payable  as  follows:  (a)  Part  shall  be  payable  to  the
         Corporation;  this part shall be equal to the  aggregate  amount of the
         interest free loans made by the Corporation pursuant to this Agreement,
         less any Policy or premium loans or other  indebtedness  secured by the
         Policy.  (b) The entire  balance of the  proceeds in excess of the part
         payable  under 7(a) above  shall be payable to the  beneficiary  of the
         Policy.

          (2)  Corporation  and Employee hereby amend said Agreement by adding a
 new section at the end thereof, designated Paragraph 16 to read as follows:

                  16.  ERISA.


                           (a) The President of Corporation is hereby designated
                  the named  fiduciary until  resignation or removal.  The named
                  fiduciary shall be responsible for the management, control and

<PAGE>

                  administration of the split dollar plan as established herein.
                  The named fiduciary-may  delegate to others certain aspects of
                  the  management  and operation  responsibilities  of the plan,
                  including the employment of advisors and the delegation of any
                  ministerial duties to qualified individuals.

                           (b) The  funding  policy  for the split  dollar  plan
                  shall be to maintain the insurance  policy in force by paying,
                  when due, all premiums required.

                           (c)  Claim  forms  or  claim  information  as to  the
                  insurance policy can be obtained by contacting Corporation.

                           (d) When the named fiduciary has a claim which may be
                  covered  under  the  provisions  described  in  the  insurance
                  policy,  the named fiduciary should contact  Corporation,  who
                  will  either  complete  a  claim  form  and  forward  it to an
                  authorized  representative  of the insurance company or advise
                  the named fiduciary what further  requirements  are necessary.
                  The  insurance  company  will  evaluate  the  claim and make a
                  decision as to payment within ninety (90) days of the date the
                  claim is received by them.

                           In the event that a claim is not  eligible  under the
                  policy,  the insurance company will notify the named fiduciary
                  of the  denial.  Such  notification  will be made in  writing,
                  within ninety (90) days of the date the claim is received, and
                  will be  transmitted  through the office of  Corporation.  The
                  notification will include the specific reasons for the denial,
                  as well as specific  reference to the policy  provisions  upon
                  which the denial is based.  The named  fiduciary  will also be
                  informed  as to the steps which may be taken to have the claim
                  denial reviewed.

                           A  decision  as  to  the  validity  of a  claim  will
                  ordinarily  be made within ten (10)  working  days of the date
                  the claim is received by the insurance company.  Occasionally,
                  however,  certain  questions may prevent the insurance company
                  from  rendering a decision on the validity of the claim within
                  the specific ninety (90) day period. If this occurs, the named
                  fiduciary  will be notified  of the reasons for the delay,  as
                  well as the  anticipated  length of the delay,  in writing and
                  through Corporation.  If further information or other material
                  is required, the named fiduciary will be so informed.

                           If the  named  fiduciary  is  dissatisfied  with  the
                  denial of the claim,  or the amount paid, the named  fiduciary
                  has sixty (60) days from the date the named fiduciary receives
                  notice of a claim  denial  to file  objections  to the  action

<PAGE>

                  taken by the insurance company.  If the named fiduciary wishes
                  to contest a claim denial,  the named fiduciary  should notify
                  Corporation,   who  will  assist  in  making  inquiry  to  the
                  insurance  company.  All  objections  to  insurance  company's
                  actions should be in writing and submitted to Corporation  for
                  transmittal to the insurance company.

                           The  insurance  company  will review the claim denial
                  and render a decision on the claim denial. The named fiduciary
                  will be informed in writing of the  decision of the  insurance
                  company within sixty (60) days of the date of the claim review
                  request is received by the  insurance  company.  This decision
                  will be final.

                           Once  a  decision   has  been   rendered  as  to  the
                  distribution of proceeds under the claim  procedure  described
                  above as to the policy, claims for any benefits due under this
                  Agreement  or the  surrender  of the  policy  may be  made  in
                  writing by Employee to the named fiduciary.

                           In the event a claim for benefits is wholly or partly
                  denied  or  disputed,  the  named  fiduciary  shall  within  a
                  reasonable period of time, after receipt of the claim,  notify
                  Employee of such total or partial denial or dispute listing:

                           (i)      The  specific  reasons  for  the  denial  or
                                    dispute;

                           (ii)     Specific   reference   to   pertinent   plan
                                    provisions  upon which the denial or dispute
                                    is based;

                           (iii)    A description of any additional  material or
                                    information  necessary  for the  claimant to
                                    perfect the claim and an  explanation of why
                                    such material or  information  is necessary;
                                    and

                           (iv)     An   explanation   of  the   plan's   review
                                    procedure.  Within sixty (60) days of denial
                                    or  notice  of  claim  under  the  plan,   a
                                    claimant  may  request  that  the  claim  be
                                    reviewed  by the named  fiduciary  in a full
                                    and fair hearing.  A final decision shall be
                                    rendered by the named fiduciary within sixty
                                    (60)  days  after  receipt  of  request  for
                                    review.

         (3) Ratification.  As amended by this First Amendment,  Corporation and
Employee hereby confirm,  ratify and republish said Split Dollar Agreement dated
June 21, 1996.


<PAGE>


          IN WITNESS WHEREOF,  Corporation,  by its duly authorized officer, and
 Employee hereto have signed this First Amendment to Split Dollar Agreement this
 3rd day of June 1999.


 Witness:
                                                FIRST SOUTH BANK
 ---------------------------
 s/ Jean P. Ellison                             BY:  s/ V. Lewis Shuler
 ---------------------------                         ---------------------------
s/ Melissa K. Littlefield                      Its:  Executive Vice President

 s/ Jean P. Ellison                                  s/ Barry L. Slider
---------------------------                         ---------------------------
 s/ Melissa K. Littlefield                           BARRY L. SLIDER
---------------------------


<PAGE>


THIS  ATTACHMENT  TO THE BELOW  REFERENCED  SPLIT DOLLAR LIFE  INSURANCE  POLICY
PROVIDES  INSTRUCTIONS  REGARDING  THE  PAYMENT OF  BENEFITS TO THE BANK AND THE
BENEFICIARY NAMED IN THE POLICY. INCLUDED WITH THIS ATTACHMENT IS A PHOTOCOPY OF
A PORTION OF THE BANK'S JANUARY 19, 2005,  BOARD OF DIRECTORS  MEETING  MINUTES.
THOSE MINUTES  RECORDED THE BOARD'S  APPROVAL OF THE METHOD OF PREMIUM  PAYMENTS
ADOPTED BY THE BANK  SUBSEQUEST TO THE SEC/IRS RULINGS IN 2002 WHICH CHANGED HOW
PREMIUMS  PAID ON SPLIT DOLLAR LIFE  INSURANCE  POLICIES OF  EXECUTIVE  OFFICERS
WOULD BE VIEWED.  PRIOR TO THIS  CHANGE,  THE BANK HAD PAID THE ANNUAL  PREMIUMS
UNDER AN AGREEMENT  THAT UPON THE DEATH OF THE INSURED,  THE BANK WOULD  RECOVER
THE  PREMIUMS  IT HAD PAID FROM DEATH  BENEFIT  PROCEEDS.  SINCE THE  REGULATORY
CHANGES,  IN  ESSENCE,  GRANDFATHERED  THE  ACCOUNTING  TREATMENT  OF  BANK-PAID
PREMIUMS PRIOR THE ANNOUNCED  CHANGE,  THERE REMAIN PREMIUM PAID AMOUNTS CARRIED
AS OTHER ASSETS ON THE BANKS BALANCE SHEET.

         BARRY L. SLIDER RELIASTAR/
         ING Policy # 7059365 INSURANCE
         FACE AMOUNT $250,000

 THE BANK PAID ANNUAL PREMIUMS OF $3,750 FOR THE YEARS 1996 THROUGH 2002,  SEVEN
 YEARS,  FOR A TOTAL OF $26,250.  THIS  AMOUNT IS TO BE DEDUCTED  FROM THE TOTAL
 DEATH  BENEFIT  PAID BY THE  INSURANCE  COMPANY  TO  REIMBURSE  THE  BANK.  THE
 REMAINING  PORTION OF THE DEATH BENEFIT PAID BY THE  INSURANCE  COMPANY WILL BE
 PAID TO THE NAMED POLICY BENEFICIARY.




                                                     S/ V. Lewis Shuler
                                                     ---------------------------
                                                     V. Lewis Shuler, EVP & CFO




<PAGE>


This attachment to the ING / Reliastar Insurance Company Policy, Policy # S7-059
- 365, and the associated split dollar  agreement,  is for information  purposes
only. It is not intended to alter,  amend, or in any manner change any provision
in either the policy or agreement.

In the event of my death and upon  payment of the death  benefit as  provided in
the policy  referenced  above,  an amount of $26,250 is to be deducted  from the
benefit  payment  proceeds  to  reimburse  First South Bank for the total of the
seven annual  premiums it paid for the years 1996 through  2002.  The  remaining
balance of the policy's  death benefit is to be paid to the  beneficiary  and/or
beneficiaries as named in the policy.


                                                     s/ Barry L. Slider
                                                     ------------------
                                                     Barry L. Slider