Exhibit 10.11

                                FIRST SOUTH BANK
                          DIRECTOR RETIREMENT AGREEMENT

         This DIRECTOR  RETIREMENT  AGREEMENT (this "Agreement") is entered into
as of this 20th day of February,  2008, by and between First South Bank, a South
Carolina-chartered  bank (the  "Bank"),  and Barry L. Slider,  a director of the
Bank (the "Director").

         WHEREAS,  to  encourage  the  Director to remain a member of the Bank's
board of  directors,  the Bank is willing to provide to the Director  retirement
benefits payable from the Bank's general assets,

         WHEREAS,  the  parties  hereto  intend  that  this  Agreement  shall be
considered an unfunded arrangement  maintained primarily to provide supplemental
retirement  benefits for the  Director,  and to be  considered  a  non-qualified
benefit  plan for  purposes of the Employee  Retirement  Income  Security Act of
1974,  as  amended  ("ERISA").  The  Director  is fully  advised  of the  Bank's
financial status, and

         WHEREAS, none of the conditions or events included in the definition of
the term "golden parachute payment" that is set forth in section 18(k)(4)(A)(ii)
of the  Federal  Deposit  Insurance  Act [12  U.S.C.  1828(k)(4)(A)(ii)]  and in
Federal   Deposit   Insurance   Corporation   Rule   359.1(f)(1)(ii)   [12   CFR
359.1(f)(1)(ii)]  exists or, to the best knowledge of the Bank, is  contemplated
insofar as the Bank is concerned.

         NOW THEREFORE,  in  consideration  of the foregoing  premises and other
good and valuable consideration,  the receipt and acceptance of which are hereby
acknowledged, the Director and the Bank hereby agree as follows.

                                    ARTICLE 1
                                   DEFINITIONS

         1.1 "Accrual Balance" means the liability that should be accrued by the
Bank under  generally  accepted  accounting  principles  ("GAAP") for the Bank's
obligation to the Director under this Agreement,  applying Accounting Principles
Board Opinion No. 12, as amended by Statement of Financial  Accounting Standards
No. 106, and the calculation method and discount rate specified hereinafter. The
Accrual  Balance shall be calculated such that when it is credited with interest
each month the Accrual Balance at Normal Retirement Age equals the present value
of the normal retirement benefits.  The discount rate means the rate used by the
Plan  Administrator for determining the Accrual Balance.  In its sole discretion
the Plan  Administrator may adjust the discount rate to maintain the rate within
reasonable standards according to GAAP.

         1.2 "Beneficiary" means each designated person, determined according to
Article 4, or the estate of the deceased Director, entitled to benefits, if any,
at the Director's death.

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         1.3 "Beneficiary Designation Form" means the form established from time
to time by the  Plan  Administrator  that the  Director  completes,  signs,  and
returns to the Plan Administrator to designate one or more Beneficiaries.

         1.4  "Change  in  Control"  means a change in  control  as  defined  in
Internal  Revenue  Code  section  409A and rules,  regulations,  and guidance of
general  application  thereunder  issued  by the  Department  of  the  Treasury,
including -

         (a) Change in ownership:  a change in ownership of First South Bancorp,
Inc.,  a  South  Carolina  corporation  of  which  the  Bank is a  wholly  owned
subsidiary,  occurs on the date any one person or group accumulates ownership of
First South  Bancorp,  Inc. stock  constituting  more than 50% of the total fair
market value or total voting power of First South Bancorp, Inc. stock,

         (b) Change in effective  control:  (x) any one person, or more than one
person acting as a group,  acquires within a 12-month period  ownership of First
South Bancorp,  Inc.  stock  possessing 30% or more of the total voting power of
First South  Bancorp,  Inc.  stock,  or (y) a majority  of First South  Bancorp,
Inc.'s board of directors  is replaced  during any 12-month  period by directors
whose  appointment or election is not endorsed in advance by a majority of First
South Bancorp, Inc.'s board of directors, or

         (c) Change in ownership of a substantial portion of assets: a change in
ownership of a substantial portion of First South Bancorp,  Inc.'s assets occurs
if in a 12-month period any one person or more than one person acting as a group
acquires from First South Bancorp,  Inc. assets having a total gross fair market
value equal to or  exceeding  40% of the total gross fair market value of all of
First  South  Bancorp,  Inc.'s  assets  immediately  before the  acquisition  or
acquisitions. For this purpose, gross fair market value means the value of First
South  Bancorp,  Inc.'s  assets,  or the value of the assets being  disposed of,
determined without regard to any liabilities associated with the assets.

         1.5 "Code" means the Internal  Revenue  Code of 1986,  as amended,  and
rules, regulations, and guidance of general application issued by the Department
of the Treasury under the Internal Revenue Code of 1986, as amended.

         1.6 "Disability" means, because of a medically determinable physical or
mental  impairment  that  can be  expected  to  result  in  death or that can be
expected to last for a continuous period of at least 12 months, (x) the Director
is unable to engage in any substantial gainful activity,  or (y) the Director is
receiving  income  replacement  benefits  for a period of at least three  months
under an accident and health plan.  Medical  determination  of disability may be
made  either by the Social  Security  Administration  or by the  provider  of an
accident or health plan covering employees of the Bank or its subsidiaries. Upon
request of the Plan  Administrator,  the Director  must submit proof to the Plan
Administrator   of  the   Social   Security   Administration's   or   provider's
determination.

         1.7 "Early  Termination"  means  Separation  from Service before Normal
Retirement Age for reasons other than death,  Disability,  or  Termination  with
Cause.



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         1.8 "Effective Date" means February 20, 2008.

         1.9 "Normal Retirement Age" means the Director's 70th birthday.

         1.10   "Plan   Administrator"   or   "Administrator"   means  the  plan
administrator described in Article 7.

         1.11 "Plan Year" means a  twelve-month  period  commencing on January 1
and ending on December 31 of each year.

         1.12  "Separation  from  Service"  means the  Director's  service  as a
director and  independent  contractor to the Bank and any member of a controlled
group,  as defined in Code section 414,  terminates  for any reason,  other than
because of a leave of absence approved by the Bank or the Director's  death. For
purposes  of this  Agreement,  if there is a  dispute  about  the  status of the
Director or the date of the Director's  Separation from Service,  the Bank shall
have the sole and  absolute  right to  decide  the  dispute  unless a Change  in
Control shall have occurred.

         1.13  "Termination  with  Cause" or "Cause"  means the  Director is not
nominated by the board or  nominating  committee  for  reelection  as a director
after the expiration of the Director's  current term, or the Director is removed
from the board of directors, in either case -

         (a) because of the  Director's  gross  negligence  or gross  neglect of
duties, or

         (b) because of the Director's  commission of a felony, or commission of
a misdemeanor involving moral turpitude, or

         (c) because of the Director's fraud, disloyalty, dishonesty, or willful
violation of any law or  significant  policy of the Bank committed in connection
with the Director's service and resulting in an adverse effect on the Bank, or a
breach of the Executive's fiduciary duties for personal profit, or

         (d)  because  the  Director  is removed  from  service  or  permanently
prohibited  from  participating  in the Bank's  affairs by an order issued under
section  8(e)(4)  or (g)(1) of the  Federal  Deposit  Insurance  Act [12  U.S.C.
1818(e)(4) or (g)(1)].

                                    ARTICLE 2
                                LIFETIME BENEFIT

         2.1 Normal  Retirement.  Unless  Separation  from Service occurs before
Normal  Retirement  Age and unless the Director  shall have received the benefit
under section 2.4 after a Change in Control,  when the Director  attains  Normal
Retirement Age the Bank shall pay to the Director the benefit  described in this
section 2.1 instead of any other benefit under this Agreement. If the Director's
Separation  from  Service  after  payment of  benefits  under this  section  2.1
commences is a  Termination  with Cause or if this  Agreement  terminates  under
Article 5, no further benefits shall be paid to the Director.



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<PAGE>

                  2.1.1 Amount of benefit. The annual benefit under this section
         2.1 is $30,000.

                  2.1.2 Payment of benefit. Beginning with the month immediately
         after the month in which the Director  attains Normal  Retirement  Age,
         the Bank shall pay the annual  benefit to the Director in equal monthly
         installments  on the first day of each month.  The annual benefit shall
         be paid to the Director for ten years.

         2.2 Early  Termination.  Unless the  Director  shall have  received the
benefit under section 2.4 after a Change in Control,  upon Early Termination the
Bank shall pay to the Director the benefit described in this section 2.2 instead
of any other benefit under this Agreement. However, no benefits shall be payable
if this Agreement terminates under Article 5.

                  2.2.1 Amount of benefit. The annual benefit under this section
         2.2 is  calculated  as the amount  that  fully  amortizes  the  Accrual
         Balance existing at the end of the month  immediately  before the month
         in which  Separation  from  Service  occurs,  amortizing  that  Accrual
         Balance over ten years and taking into account interest at the discount
         rate or rates established by the Plan Administrator.

                  2.2.2 Payment of benefit. Beginning with the month immediately
         after the month in which the Director's Separation from Service occurs,
         the Bank shall pay the annual  benefit to the Director in equal monthly
         installments  on  the  first  day  of  each  month.  However,  if  when
         Separation  from Service  occurs the  Director is a specified  employee
         within the meaning of Code  section  409A,  payment  shall begin on the
         first day of the seventh month after the month in which the  Director's
         Separation from Service occurs. The annual benefit shall be paid to the
         Director for ten years.

         2.3  Disability.  Unless the Director  shall have  received the benefit
under section 2.4 after a Change in Control, upon the Director's Separation from
Service because of Disability before Normal Retirement Age the Bank shall pay to
the  Director  the benefit  described  in this  section 2.3 instead of any other
benefit under this Agreement.

                  2.3.1 Amount of benefit. The annual benefit under this section
         2.3 is  calculated  as the amount  that  fully  amortizes  the  Accrual
         Balance existing at the end of the month  immediately  before the month
         in which  Separation  from  Service  occurs,  amortizing  that  Accrual
         Balance over ten years and taking into account interest at the discount
         rate or rates established by the Plan Administrator.

                  2.3.2 Payment of benefit. Beginning with the month immediately
         after the month in which the Director's Separation from Service occurs,
         the Bank shall pay the annual  benefit to the Director in equal monthly
         installments  on  the  first  day  of  each  month.  However,  if  when
         Separation  from Service  occurs the  Director is a specified  employee
         within the meaning of Code  section  409A,  payment  shall begin on the
         first day of the seventh month after the month in which the  Director's
         Separation from Service occurs. The annual benefit shall be paid to the
         Director for ten years.



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<PAGE>

         2.4 Change in  Control.  If a Change in Control  occurs both before the
Director's  Normal  Retirement  Age and before the  Director's  Separation  from
Service,  the Bank  shall pay to the  Director  the  benefit  described  in this
section 2.4 instead of any other benefit under this Agreement.

                  2.4.1 Amount of benefit. The benefit under this section 2.4 is
         the Accrual Balance on the date of the Change in Control.

                  2.4.2 Payment of benefit. The Bank shall pay the benefit under
         this  section 2.4 to the  Director  in a single  lump sum within  three
         business days after the Change in Control. If the Director receives the
         benefit under this section 2.4 because of the occurrence of a Change in
         Control,  the  Director  shall  not be  entitled  to  claim  additional
         benefits  under section 2.4 if an additional  Change in Control  occurs
         thereafter.

         2.5  Lump-Sum  Payout of Remaining  Normal  Retirement  Benefit,  Early
Termination Benefit, or Disability Benefit When a Change in Control Occurs. If a
Change in Control  occurs while the Director is receiving the Normal  Retirement
Age benefit under section 2.1, the Bank shall pay the remaining  benefits to the
Director in a single  lump sum within  three  business  days after the Change in
Control.  If a Change in Control occurs after  Separation from Service but while
the  Director is  receiving  or is  entitled  to receive  the Early  Termination
benefit under section 2.2 or the Disability  benefit under section 2.3, the Bank
shall pay the  remaining  benefits  to the  Director in a single lump sum within
three  business  days  after the  Change in  Control  or, if the  Director  is a
specified  employee within the meaning of Code section 409A, on the later of (x)
the date of the  Change in  Control  or (y) the first day of the  seventh  month
after the month in which the  Director's  Separation  from Service  occurs.  The
lump-sum payment due to the Director as a result of a Change in Control shall be
an amount equal to the Accrual  Balance amount  corresponding  to the particular
benefit when the Change in Control occurs.

         2.6  Annual  Benefit  Statement.  Within 120 days after the end of each
Plan Year the Plan  Administrator  shall  provide or cause to be provided to the
Director an annual benefit  statement  showing  benefits  payable or potentially
payable to the Director  under this  Agreement.  Each annual  benefit  statement
shall  supersede the previous  year's annual  benefit  statement.  If there is a
contradiction between this Agreement and the annual benefit statement concerning
the  amount of a  particular  benefit  payable  or  potentially  payable  to the
Director  under  sections  2.2,  2.3, or 2.4  hereof,  the amount of the benefit
determined under the Agreement shall control.

         2.7 Savings  Clause  Relating to  Compliance  with Code  Section  409A.
Despite  any  contrary  provision  of this  Agreement,  if when  the  Director's
Separation from Service occurs the Director is a specified employee,  as defined
in Code section 409A, and if any payments under Article 2 of this Agreement will
result in  additional  tax or interest to the Director  because of section 409A,
the  Director  shall not be entitled to the payments  under  Article 2 until the
earliest  of (x) the date  that is at least  six  months  after  the  Director's
Separation  from Service for reasons other than the  Director's  death,  (y) the
date of the  Director's  death,  or (z) any earlier date that does not result in
additional  tax or interest to the Director under section 409A. If any provision
of this Agreement would subject the Director to additional tax or interest under


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<PAGE>

section  409A,  the Bank shall  reform the  provision.  However,  the Bank shall
maintain to the maximum extent practicable the original intent of the applicable
provision without subjecting the Director to additional tax or interest, and the
Bank shall not be required  to incur any  additional  compensation  expense as a
result of the reformed provision.

         2.8  One  Benefit  Only.  Despite  anything  to the  contrary  in  this
Agreement,  the Director and  Beneficiary are entitled to one benefit only under
this  Agreement,  which shall be  determined by the first event to occur that is
dealt with by this  Agreement.  Except as  provided in section 2.5 or Article 3,
subsequent  occurrence of events dealt with by this Agreement  shall not entitle
the  Director  or  Beneficiary  to  other  or  additional  benefits  under  this
Agreement.

                                    ARTICLE 3
                                  DEATH BENEFIT

         Unless this  Agreement  terminates  under Article 5, at the  Director's
death the Bank shall pay to the  Director's  Beneficiary in a single lump sum an
amount equal to the Accrual  Balance on the date of the  Director's  death.  The
Accrual Balance shall be paid to the Beneficiary 30 days after the Bank receives
notice   of  the   Director's   death.   No   benefit   shall  be  paid  if  the
Change-in-Control benefit shall have been paid to the Director under section 2.4
or if a Change-in-Control payout shall have occurred under section 2.5.

                                    ARTICLE 4
                                  BENEFICIARIES

         4.1  Beneficiary  Designations.  The  Director  shall have the right to
designate at any time a Beneficiary  to receive any benefits  payable under this
Agreement  after the Director's  death.  The Beneficiary  designated  under this
Agreement may be the same as or different from the beneficiary designation under
any other benefit plan of the Bank in which the Director participates.

         4.2  Beneficiary  Designation:  Change.  The Director shall designate a
Beneficiary  by  completing  and signing the  Beneficiary  Designation  Form and
delivering it to the Plan  Administrator or its designated agent. The Director's
Beneficiary designation shall be deemed automatically revoked if the Beneficiary
predeceases  the Director or if the Executive  names a spouse as Beneficiary and
the marriage is  subsequently  dissolved.  The Director  shall have the right to
change a Beneficiary by completing,  signing,  and otherwise  complying with the
terms of the Beneficiary Designation Form and the Plan Administrator's rules and
procedures,  as in effect  from time to time.  Upon the  acceptance  by the Plan
Administrator   of  a  new   Beneficiary   Designation   Form,  all  Beneficiary
designations  previously filed shall be cancelled.  The Plan Administrator shall
be  entitled  to rely on the  last  Beneficiary  Designation  Form  filed by the
Executive and accepted by the Plan Administrator before the Director's death.

         4.3  Acknowledgment.  No  designation  or  change in  designation  of a
Beneficiary  shall be effective until received,  accepted,  and  acknowledged in
writing by the Plan Administrator or its designated agent.



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<PAGE>

         4.4 No  Beneficiary  Designation.  If the Director dies without a valid
beneficiary  designation,  or if all  designated  Beneficiaries  predecease  the
Director,  the  Director's  spouse shall be the designated  Beneficiary.  If the
Director has no surviving  spouse,  the benefits shall be paid to the Director's
estate.

         4.5  Facility  of  Payment.  If a benefit is  payable to a minor,  to a
person  declared  incapacitated,  or  to a  person  incapable  of  handling  the
disposition  of his or her  property,  the  Bank  may  pay  the  benefit  to the
guardian,  legal  representative,  or person  having  the care or custody of the
minor,  incapacitated person, or incapable person. The Bank may require proof of
incapacity,  minority,  or  guardianship  as  it  may  deem  appropriate  before
distribution of the benefit.  Distribution  shall completely  discharge the Bank
from all liability for the benefit.

                                    ARTICLE 5
                               GENERAL LIMITATIONS

         5.1  Termination  with Cause.  Despite any  contrary  provision of this
Agreement,  the Bank shall not pay any  benefit  under this  Agreement  and this
Agreement  shall  terminate  if the  Director's  Separation  from  Service  is a
Termination with Cause. The board of directors or a duly authorized committee of
the board shall have the sole and absolute right to determine  whether the bases
for  denial  of  benefits  for cause  exist.  Benefits  may be denied  for cause
regardless  of whether the Director  continued to serve as a director  after the
board or  committee  made its  determination  not to nominate  the  Director for
reelection.

         5.2 Suicide or  Misstatement.  The Bank shall not pay any benefit under
this  Agreement  if the  Director  commits  suicide  within two years  after the
Effective  Date  of  this  Agreement  or if  the  Director  makes  any  material
misstatement  of fact on any  application or resume provided to the Bank, on any
application for benefits,  or on any application for life insurance purchased by
the Bank.

         5.3 Removal. If the Director is removed or permanently  prohibited from
participating  in the Bank's affairs by an order issued under section 8(e)(4) or
(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all
obligations of the Bank under this Agreement shall terminate as of the effective
date of the order.

         5.4 Default.  Despite any contrary provision of this Agreement,  if the
Bank is in  "default"  or "in danger of  default," as those terms are defined in
section  3(x) of the  Federal  Deposit  Insurance  Act, 12 U.S.C.  1813(x),  all
obligations under this Agreement shall terminate.

         5.5 FDIC Open-Bank  Assistance.  All  obligations  under this Agreement
shall  terminate,  except to the  extent  determined  that  continuation  of the
contract is necessary for the continued  operation of the Bank, when the Federal
Deposit Insurance  Corporation enters into an agreement to provide assistance to
or on behalf of the Bank under the  authority  contained in section 13(c) of the
Federal Deposit Insurance Act. 12 U.S.C. 1823(c). Any rights of the parties that
have already vested shall not be affected by such action, however.


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                                    ARTICLE 6
                          CLAIMS AND REVIEW PROCEDURES

         6.1 Claims Procedure. A person or beneficiary  ("claimant") who has not
received  benefits under this  Agreement that he or she believes  should be paid
shall make a claim for such benefits as follows -

         6.1.1  Initiation - written  claim.  The claimant  initiates a claim by
         submitting to the  Administrator  a written claim for the benefits.  If
         the claim relates to the contents of a notice received by the claimant,
         the claim must be made within 60 days after the notice was  received by
         the  claimant.  All other claims must be made within 180 days after the
         date of the event that caused the claim to arise.  The claim must state
         with particularity the determination desired by the claimant.

         6.1.2 Timing of Bank  response.  The Bank shall respond to the claimant
         within 90 days after  receiving the claim.  If the Bank determines that
         special circumstances require additional time for processing the claim,
         the Bank may extend the  response  period by an  additional  90 days by
         notifying the claimant in writing  before the end of the initial 90-day
         period that an additional  period is required.  The notice of extension
         must  state the  special  circumstances  and the date by which the Bank
         expects to render its decision.

         6.1.3 Notice of decision.  If the Bank denies part or all of the claim,
         the Bank shall notify the  claimant in writing of the denial.  The Bank
         shall write the notification in a manner calculated to be understood by
         the claimant. The notification shall set forth -

                  6.1.3.1  the specific reasons for the denial,
                  6.1.3.2  a  reference  to  the  specific   provisions  of  the
                           Agreement on which the denial is based,
                  6.1.3.3  a  description  of  any  additional   information  or
                           material  necessary  for the  claimant to perfect the
                           claim and an explanation of why it is needed,
                  6.1.3.4  an explanation of the Agreement's  review  procedures
                           and the time limits  applicable  to such  procedures,
                           and
                  6.1.3.5  a statement of the claimant's  right to bring a civil
                           action  under  ERISA  section  502(a)   following  an
                           adverse benefit determination on review.

         6.2 Review Procedure.  If the Bank denies part or all of the claim, the
claimant  shall have the  opportunity  for a full and fair review by the Bank of
the denial, as follows -

         6.2.1  Initiation  - written  request.  To  initiate  the  review,  the
         claimant,  within 60 days after  receiving the Bank's notice of denial,
         must file with the Bank a written request for review.

         6.2.2 Additional  submissions - information  access. The claimant shall
         then  have the  opportunity  to  submit  written  comments,  documents,


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<PAGE>

         records,  and other  information  relating to the claim. The Bank shall
         also provide the claimant, upon request and free of charge,  reasonable
         access to and copies of all documents,  records,  and other information
         relevant (as defined in applicable ERISA regulations) to the claimant's
         claim for benefits.

         6.2.3  Considerations  on review.  In considering the review,  the Bank
         shall take into  account all  materials  and  information  the claimant
         submits   relating  to  the  claim,   without  regard  to  whether  the
         information   was  submitted  or  considered  in  the  initial  benefit
         determination.

         6.2.4 Timing of Bank response. The Bank shall respond in writing to the
         claimant within 60 days after receiving the request for review.  If the
         Bank determines that special  circumstances require additional time for
         processing  the claim,  the Bank may extend the  response  period by an
         additional 60 days by notifying the claimant in writing  before the end
         of the initial 60-day period that an additional period is required. The
         notice of extension must state the special  circumstances  and the date
         by which the Bank expects to render its decision.

         6.2.5 Notice of decision. The Bank shall notify the claimant in writing
         of its decision on review.  The Bank shall write the  notification in a
         manner  calculated to be understood by the claimant.  The  notification
         shall set forth -

                  6.2.5.1  the specific reason for the denial,
                  6.2.5.2  a  reference  to  the  specific   provisions  of  the
                           Agreement on which the denial is based,
                  6.2.5.3  a statement that the claimant is entitled to receive,
                           upon request and free of charge, reasonable access to
                           and  copies  of all  documents,  records,  and  other
                           information  relevant (as defined in applicable ERISA
                           regulations)  to the  claimant's  claim for benefits,
                           and
                  6.2.5.4  a statement of the claimant's  right to bring a civil
                           action under ERISA section 502(a).

                                    ARTICLE 7
                           ADMINISTRATION OF AGREEMENT

         7.1 Plan Administrator  Duties. This Agreement shall be administered by
a Plan  Administrator  consisting  of the  Bank's  board  of  directors  or such
committee or person(s) as the board shall appoint.  The Plan Administrator shall
have the discretion and authority to (x) make, amend, interpret, and enforce all
appropriate  rules and regulations for the  administration of this Agreement and
(y)  decide  or  resolve  any  and  all  questions  that  may  arise,  including
interpretations of this Agreement.

         7.2  Agents.  In  the  administration  of  this  Agreement,   the  Plan
Administrator may employ agents and delegate to them such administrative  duties
as it sees fit (including  acting through a duly appointed  representative)  and
may from time to time consult with counsel, who may be counsel to the Bank.



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         7.3 Binding  Effect of  Decisions.  The  decision or action of the Plan
Administrator   about  any  question  having  to  do  with  the  administration,
interpretation,  and  application of the Agreement and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Agreement. No Director or Beneficiary shall be deemed
to have any right,  vested or  nonvested,  regarding  the  continued  use of any
previously adopted  assumptions,  including but not limited to the discount rate
and calculation method employed in the determination of the Accrual Balance.

         7.4 Indemnification of Plan Administrator. The Bank shall indemnify and
hold harmless the members of the Plan Administrator  against any and all claims,
losses, damages,  expenses, or liabilities arising from any action or failure to
act with respect to this Agreement,  except in the case of willful misconduct by
the Plan Administrator or any of its members.

         7.5 Bank Information.  To enable the Plan  Administrator to perform its
functions,  the Bank  shall  supply  full  and  timely  information  to the Plan
Administrator  on all  matters  relating  to the date and  circumstances  of the
retirement,  Disability,  death, or Separation from Service of the Director, and
such  other  pertinent  information  as the Plan  Administrator  may  reasonably
require.

                                    ARTICLE 8
                                  MISCELLANEOUS

         8.1 Amendment and Termination.  This Agreement may be amended solely by
a written  agreement signed by the Bank and by the Director.  Except as provided
in Article 5, this  Agreement  may be terminated  solely by a written  agreement
signed by the Bank and by the Director.

         8.2 Binding Effect. This Agreement shall bind the Director and the Bank
and their beneficiaries,  survivors, executors, successors,  administrators, and
transferees.

         8.3 No  Guarantee  of Service.  This  Agreement  is not a contract  for
services.  It does not give the  Director  the right to remain a Director of the
Bank nor does it  interfere  with the  right of the Board  not to  nominate  the
Director for reelection to the Board, the right of the Bank's stockholder not to
re-elect the Director, or the right of the stockholder or the Board to remove an
individual as a director of the Bank.  The  Agreement  also does not require the
Director  to  remain  a  director  or  interfere  with the  Director's  right to
terminate service at any time.

         8.4 Non-Transferability. Benefits under this Agreement may not be sold,
transferred, assigned, pledged, attached, or encumbered.

         8.5 Successors;  Binding Agreement.  By an assumption agreement in form
and substance satisfactory to the Director, the Bank shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the  business  or assets of the Bank to  expressly
assume and agree to perform  this  Agreement  in the same manner and to the same


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<PAGE>

extent  that the  Bank  would be  required  to  perform  this  Agreement  had no
succession occurred.

         8.6 Tax  Withholding.  The  Bank  shall  withhold  any  taxes  that are
required to be withheld from the benefits provided under this Agreement.

         8.7  Applicable  Law. The Agreement and all rights  hereunder  shall be
governed  by the laws of the  State  of South  Carolina,  except  to the  extent
preempted by the laws of the United States of America.

         8.8 Unfunded  Arrangement.  The Director  and  Beneficiary  are general
unsecured  creditors  of the  Bank  for  the  payment  of  benefits  under  this
Agreement.  The rights to benefits are not subject to anticipation,  alienation,
sale, transfer, assignment,  pledge, encumbrance,  attachment, or garnishment by
creditors.  Any insurance on the Director's  life is a general asset of the Bank
to which the Director and Beneficiary have no preferred or secured claim.

         8.9 Entire Agreement.  This Agreement  constitutes the entire agreement
between the Bank and the Director  concerning the subject matter.  No rights are
granted to the Director under this Agreement other than those  specifically  set
forth.

         8.10 Severability.  If any provision of this Agreement is held invalid,
such invalidity  shall not affect any other provision of this Agreement not held
invalid,  and each such other  provision shall continue in full force and effect
to the full extent  consistent  with law. If any provision of this  Agreement is
held invalid in part,  such  invalidity  shall not affect the  remainder of such
provision,  and the  remainder  of  such  provision,  together  with  all  other
provisions  of this  Agreement,  shall  continue in full force and effect to the
full extent consistent with law.

         8.11 Captions and  Counterparts.  Captions and section headings in this
Agreement are included  solely for convenience of reference and shall not affect
the meaning or interpretation of any provision of this Agreement. This Agreement
may be  executed in two or more  counterparts,  each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.

         8.12 Notices. All notices,  requests,  demands and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
delivered  by hand or mailed,  certified  or  registered  mail,  return  receipt
requested,  with postage  prepaid,  to the following  addresses or to such other
address as either party may  designate by like  notice.  If to the Bank,  notice
shall be given to the board of directors,  First South Bank,  1450 John B. White
Sr. Boulevard, Spartanburg, South Carolina 29306, or to such other or additional
person or persons as the Bank shall have  designated to the Director in writing.
If to the Director,  notice shall be given to the Director at the address of the
Director appearing on the Bank's records,  or to such other or additional person
or persons as the Director shall have designated to the Bank in writing.


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<PAGE>


         IN WITNESS  WHEREOF,  the Director and a duly  authorized  Bank officer
have executed this  Director  Retirement  Agreement as of the date first written
above.

DIRECTOR                                         FIRST SOUTH BANK

                                                 By:  -------------------------
---------------------
Barry L. Slider                                  Title: -----------------------





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<PAGE>

                             BENEFICIARY DESIGNATION
                                FIRST SOUTH BANK
                          DIRECTOR RETIREMENT AGREEMENT

         I, Barry L. Slider, designate the following as beneficiary of any death
benefits under this Director Retirement Agreement:

Primary:  ----------------------------------------------------------------------

--------------------------------------------------------------------------------

Contingent:  -------------------------------------------------------------------

--------------------------------------------------------------------------------

Note:    To  name a  trust  as  beneficiary,  please  provide  the  name  of the
         trustee(s) and the exact name and date of the trust agreement.

         I understand that I may change these beneficiary designations by filing
a new  written  designation  with  the  Bank.  I  further  understand  that  the
designations  will be automatically  revoked if the beneficiary  predeceases me,
or, if I have named my spouse as  beneficiary  and our marriage is  subsequently
dissolved.


Signature:        ________________________________
                  Barry L. Slider

Date:             ______________________, 200__



         Received by the Bank this _____ day of __________, 200__

         By:  ____________________________________

         Title:  _________________________________



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