FIRST SOUTH BANK
                          SALARY CONTINUATION AGREEMENT


         THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is made this _____
day of ____________________, 1999, by and between FIRST SOUTH BANK, a state bank
with a principal office in Spartanburg, South Carolina (the "Company") and BARRY
L. SLIDER (the "Executive").

                                  INTRODUCTION

         To encourage  the  Executive to remain an employee of the Company,  the
Company is willing to provide salary continuation benefits to the Executive. The
Company will pay the benefits from its general assets.

                                    AGREEMENT

         Now, therefore, in consideration of the mutual covenants and agreements
herein, the Executive and the Company agree as follows:

                                    Article 1
                                   Definitions


     1.1 Definitions.  Whenever used in this Agreement,  the following words and
phrases shall have the meanings specified:

          1.1.1 "Accrual  Balance" means the amount of death benefits payable to
     the  Executive  pursuant to Section 3.1 of this  Agreement and set forth in
     the attached Schedule A.

          1.1.2 "Board" or "Board of Directors"  means the Board of Directors of
     the Company.

          1.1.3 "Change of Control" means

          (i)  the  acquisition  by any person,  group of persons or entities of
               the beneficial  ownership or power to vote more than twenty (20%)
               percent of the Company's outstanding stock, or

          (ii) during any period of two (2)  consecutive  years, a change in the
               majority of the Board  unless the  election of each new  director
               was approved by at least  two-thirds of the directors  then still
               in office who were  directors  at the  beginning  of such two (2)
               year period, or

          (iii)a  reorganization,  merger,  exchange of shares,  combination  or
               consolidation of the Company with one or more other  corporations
               or other legal entities in which the Company is not surviving the
               corporation,  or a transfer  of all or  substantially  all of the
               assets of the Company to another person or entity.

          (iv) Notwithstanding any other provision in this Agreement, "Change of
               Control"  shall not be construed to mean the  formation of a bank
               holding  company or other entity approved in advance by the Board
               or any changes in ownership of the  Company's  assets or stock as
               the result of the formation of such an entity.

          1.1.4  "Code" means the  Internal  Revenue  Code of 1986,  as amended.
     References  to a Code section  shall be deemed to be that section as it now
     exists and to any successor provision.

          1.1.5  "Disability"  means,  if the  Executive is covered by a Company
     sponsored  disability  policy,  total  disability as defined in such policy
     without  regard to any waiting  period.  If the Executive is not covered by
     such a  policy,  Disability  means  the  Executive  suffering  a  sickness,
     accident or injury that, in the judgment of a physician  appointed and paid
     by the Company, prevents the Executive from performing substantially all of
     the  Executive's  normal  duties for the  Company.  As a  condition  to any
     benefits,  the Company may require the Executive to submit to such physical
     or mental  evaluations  and tests as the Company's Board of Directors deems
     appropriate.

<PAGE>

          1.1.6 "Early  Termination"  means the Termination of Employment before
     Normal Retirement Age for reasons other than death, Disability, Termination
     for Cause or following a Change of Control.

          1.1.7 "Early  Termination Date" means the month, day and year in which
     Early Termination occurs.

          1.1.8 "Effective Date" means January 1, 1999.

          1.1.9 "Normal Retirement Age" means the Executive's sixty-fifth (65th)
     birthday.

          1.1.10  "Normal  Retirement  Date"  means  the  later  of  the  Normal
     Retirement Age or Termination of Employment.

          1.1.11 "Plan Year" means a twelve-month  period  commencing on January
     1st and ending on  December  31st of each  year.  The first Plan Year shall
     commence on the Effective Date of this Agreement.

          1.1.12  "Termination  for Cause"  shall have the  meaning set forth in
     Section 5.2.

          1.1.13  "Termination of Employment" means that the Executive ceases to
     be employed by the Company for any reason  whatsoever  other than by reason
     of a leave of absence that is approved by the Company. For purposes of this
     Agreement,  if  there  is a  dispute  over  the  employment  status  of the
     Executive or the date of the  Executive's  Termination of  Employment,  the
     Board shall have the sole and absolute right to decide the dispute.


                                    Article 2
                                Lifetime Benefits

     2.1. Normal Retirement Benefit.  Upon termination of Employment on or after
the Normal  Retirement  Age for reasons other than the  Executive's  death,  the
Company shall pay to the Executive the benefit  described in this Section 2.1 in
lieu of any other benefit under this Agreement.

          2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 for
     the first Plan Year is  forty-five  thousand two hundred  thirty  ($45,230)
     dollars as stated on the  attached  Schedule A. The annual  benefit will be
     increased two (2.0%) percent each Plan Year thereafter,  until  Termination
     of Employment.  The Board, in its sole discretion,  may increase the annual
     benefit  under this  Section  2.1.1  beyond  the annual two (2.0%)  percent
     increase;  however,  any such  increase  shall require the  restatement  of
     Schedule A.

          2.1.2 Payment of Benefit.  The Company shall pay the annual benefit to
     the Executive in equal and consecutive monthly  installments payable on the
     first day of each month commencing with the month following the Executive's
     Normal  Retirement  Date  and  continuing  for two  hundred  fifteen  (215)
     additional  months,  for a  total  of two  hundred  sixteen  (216)  monthly
     payments.

     2.2 Early Termination  Benefit.  Upon Early Termination,  the Company shall
pay to the  Executive  the benefit  described in this Section 2.2 in lieu of any
other benefit under this Agreement.

          2.2.1  Amount of Benefit.  The benefit  under this  Section 2.2 is the
     Early  Termination  Annual  Benefit  amount set forth in Schedule A for the
     Plan Year ending immediately prior to the Early Termination Date.

          2.2.2 Payment of Benefit.  The Company shall pay the annual benefit to
     the Executive in equal and consecutive monthly  installments payable on the
     first day of each month commencing with the month following the Executive's
     Normal  Retirement  Age  and  continuing  for  two  hundred  fifteen  (215)
     additional  months,  for a  total  of two  hundred  sixteen  (216)  monthly
     payments.


<PAGE>

     2.3  Disability  Benefit.  If the Executive  terminates  employment  due to
Disability  prior  to  Normal  Retirement  Age,  the  Company  shall  pay to the
Executive the benefit described in this Section 2.3 in lieu of any other benefit
under this Agreement.

          2.3.1  Amount of Benefit.  The benefit  under this  Section 2.3 is the
     Disability  Annual Benefit amount set forth in Schedule A for the Plan Year
     ending immediately prior to the date in which the Termination of Employment
     occurs.  However,  any increase in the annual  benefit  under Section 2.1.1
     would require the  recalculation  of the Disability  benefit on Schedule A.
     The  Disability  Annual Benefit amount is determined by calculating a fixed
     annuity  which is payable in one hundred  seventy-nine  (179) equal monthly
     installments,  crediting  interest  on the unpaid  balance  of the  Accrual
     Balance at an annual rate of seven and one-half (7.5%) percent,  compounded
     monthly.

          2.3.2  Payment of Benefit.  The Company  shall pay the annual  benefit
     amount to the  Executive  in equal  and  consecutive  monthly  installments
     payable on the first day of each month  commencing with the month following
     the  Termination of Employment and continuing for two hundred fifteen (215)
     additional  months,  for a  total  of two  hundred  sixteen  (216)  monthly
     payments.  Upon  petition  by the  Executive,  the  Company,  in  its  sole
     discretion,  may instead pay the benefit in an amount  equal to the Accrual
     Balance in a lump sum within sixty (60) days of  Termination  of Employment
     in lieu of any other benefit under this Agreement.

     2.4 Change of Control Benefit.  Upon Termination of Employment  following a
Change of Control,  the Company shall pay to the Executive the benefit described
in this Section 2.4 in lieu of any other benefit under this Agreement.

          2.4.1 Amount of Benefit.  The annual benefit under this Section 2.4 is
     the Change of Control Annual Benefit amount set forth on Schedule A for the
     Plan Year in which Termination of Employment occurs.

          2.4.2  Payment of Benefit.  The Company  shall pay the annual  benefit
     amount to the  Executive  in equal  and  consecutive  monthly  installments
     payable on the first day of each month  commencing with the month following
     the Normal  Retirement  Date and continuing  for two hundred  fifteen (215)
     additional  months,  for a  total  of two  hundred  sixteen  (216)  monthly
     payments.


                                    Article 3
                                 Death Benefits

     3.1 Death Benefits. If the Executive dies while employed by the Company and
prior to commencement of any benefits due under Article 2, the Company shall pay
to the Executive's  beneficiary the benefit  described in this Section 3.1. This
benefit shall be paid in lieu of any other benefit under this Agreement.

          3.1.1  Amount of Benefit.  The benefit  under this  Section 3.1 is the
     Accrual  Balance  set  forth  in  Schedule  A  for  the  Plan  Year  ending
     immediately prior to the Executive's death.

          3.1.2  Payment of Benefit.  The  Company  shall pay the benefit to the
     Executive's  beneficiary in a lump sum within sixty (60) days following the
     Executive's death.


                                    Article 4
                                  Beneficiaries

     4.1 Beneficiary  Designations.  The Executive shall designate a primary and
contingent  beneficiary by filing a written  designation  with the Company.  The
Executive  may  revoke or  modify  the  designation  at any time by filing a new
designation.  However,  designations  will  only be  effective  if signed by the
Executive  and  accepted by the Company  during the  Executive's  lifetime.  The
Executive's beneficiary designation shall be deemed automatically revoked if the
beneficiary  predeceases  the Executive,  or if the Executive  names a spouse as

<PAGE>

beneficiary  and the marriage is subsequently  dissolved.  If the Executive dies
without  a valid  beneficiary  designation,  all  payments  shall be made to the
Executive's  surviving spouse, if any, and if none, to the Executive's surviving
descendants,  per stirpes,  and if no surviving spouse and  descendants,  to the
Executive's estate. If Executive dies and subsequently the beneficiary receiving
payments dies,  then any remaining  payments shall be paid pursuant to a written
beneficiary  designation filed with the Company made by such beneficiary,  or if
none to such beneficiary's estate.

     4.2  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  Company  may  pay  such  benefit  to the  guardian,
conservator,  legal  representative or person having the care or custody of such
minor,  incapacitated  person or incapable person. The Company may require proof
of incapacity,  minority or  guardianship  as it may deem  appropriate  prior to
distribution of the benefit.  Such distribution  shall completely  discharge the
Company from all liability with respect to such benefit.


                                    Article 5
                               General Limitations

         Notwithstanding  any  provision  of  this  Agreement  to the  contrary,
Executive  shall  irrevocably  forfeit and the Company shall not pay any benefit
under this  Agreement if any of the events  described in Section 5.1 - 5.3 below
occur:

     5.1 Excess Parachute Payment.  In the event that the benefit payable to the
Executive  pursuant to this  Agreement  should cause a  "parachute  payment," as
defined in Code  Section  280G(b)(2)  of the Code,  then such  benefit  shall be
reduced One Dollar  ($1.00) at a time until the payment  will not  constitute  a
parachute  payment.  In the event the benefit the Executive  receives under this
Agreement  should be  incorrectly  calculated so that such amount  constitutes a
parachute payment, then the Executive will promptly refund to Company the excess
amount.  Excess amount shall mean the amount in excess of the  Executive's  base
amount, as defined in Code Section 280G(b)(3), multiplied by 2.999.

     5.2  Termination  for Cause.  If the  Company  terminates  the  Executive's
employment for:

          5.2.1 any willful act of  misconduct or gross  negligence,  prior to a
     Change of Control,  which is materially injurious to the Company monetarily
     or otherwise;

          5.2.2 a criminal conviction of the Executive for any act involving the
     business and affairs of the Company; or

          5.2.3 a criminal  conviction  of the  Executive  for  commission  of a
     felony, the circumstances of which substantially  relate to the Executive's
     position with the Company.

     5.3 Suicide or  Misstatement.  If the Executive  commits suicide within two
(2) years after the date of this  Agreement,  or if the  Executive  has made any
material misstatement of fact on any application for life insurance purchased by
the Company.

     5.4 No Duplication of Benefits.  Each of the benefits described in Articles
2 and 3 are intended to be separate benefits and mutually exclusive of the other
so that once benefit  payments  commence under one Section the Executive (or his
beneficiary, as the case may be) shall not thereafter receive payments or become
entitled to benefits under another Section.



<PAGE>

                                    Article 6
                           Claims and Review Procedure

     6.1 Claims  Procedure.  The Company  shall notify any person or entity that
makes a claim  pursuant to this Agreement  (the  "Claimant") in writing,  within
ninety (90) days of the Claimant's written  application for benefits,  of his or
her  eligibility or  noneligibility  for benefits  under the  Agreement.  If the
Company  determines  that the  Claimant  is not  eligible  for  benefits or full
benefits,  the notice shall set forth (1) the specific  reasons for such denial,
(2) a specific  reference to the provisions of the Agreement on which the denial
is based, (3) a description of any additional  information or material necessary
for the  Claimant to perfect his or her claim,  and a  description  of why it is
needed,  and (4) an explanation of the Agreement's  claims review  procedure and
other appropriate information as to the steps to be taken if the Claimant wishes
to have the claim  reviewed.  If the Company  determines  that there are special
circumstances  requiring  additional time to make a decision,  the Company shall
notify  the  Claimant  of the  special  circumstances  and the  date by  which a
decision is expected to be made, and may extend the time for up to an additional
ninety (90) day period.

     6.2 Review  Procedure.  If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different  benefits,  the Claimant  shall have the  opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company  within  sixty  (60) days  after  receipt  of the  notice  issued by the
Company.  Said  petition  shall state the  specific  reasons  which the Claimant
believes  entitle him or her to benefits  or to greater or  different  benefits.
Within sixty (60) days after receipt by the Company of the petition, the Company
shall afford the Claimant (and counsel, if any) an opportunity to present his or
her position to the Company orally or in writing,  and the Claimant (or counsel)
shall have the right to review the pertinent documents. The Company shall notify
the  Claimant  of its  decision  in writing  within  the sixty (60) day  period,
stating  specifically the basis of its decision,  written in a manner calculated
to be understood by the Claimant and the specific provisions of the Agreement on
which the decision is based.  If,  because of the need for a hearing,  the sixty
(60) day  period is not  sufficient,  the  decision  may be  deferred  for up to
another sixty (60) day period at the election of the Company, but notice of this
deferral shall be given to the Claimant.


                                    Article 7
                           Amendments and Termination

     This  Agreement  may be amended or terminated  only by a written  agreement
signed by the Company and the Executive.

                                    Article 8
                                  Miscellaneous

     8.1  Binding  Effect.  This  Agreement  shall  bind the  Executive  and the
Company,  and their  heirs,  beneficiaries,  survivors,  legal  representatives,
personal representatives, assigns, successors, administrators and transferees.

     8.2 No Guarantee of Employment.  This Agreement is not an employment policy
or contract.  This  Agreement does not give the Executive the right to remain an
employee of the  Company,  nor does it  interfere  with the  Company's  right to
discharge the  Executive.  This Agreement also does not require the Executive to
remain  an  employee  nor  interfere  with the  Executive's  right to  terminate
employment  at any time.  Nothing in this  Agreement  shall be  construed  as an
employment agreement, either express or implied.

     8.3  Non-Transferability.  No amounts payable under this Agreement shall be
transferable  by the  Executive.  Further,  the Executive may not sell,  assign,
alienate, pledge or otherwise encumber any benefits under this Agreement.


<PAGE>

     8.4 Reorganization. The Company shall not merge or consolidate into or with
another  company,  or  reorganize,  or sell  substantially  all of its assets to
another company,  firm, or person unless such succeeding or continuing  company,
firm, or person agrees to assume and  discharge the  obligations  of the Company
under this Agreement.  Upon the occurrence of such event,  the term "Company" as
used in this  Agreement  shall be deemed to refer to the  successor  or survivor
company.

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

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

     8.7  Unfunded  Arrangement.  The  Executive  and  any  beneficiary  of  the
Executive  are  general  unsecured  creditors  of the Company for the payment of
benefits  under this  Agreement.  This  Agreement  shall  always be an  unfunded
arrangement.  The benefits represent the mere promise by the Company to pay such
benefits.  The rights to benefits are not subject in any manner to anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  attachment, or
garnishment by creditors.  Any insurance on the  Executive's  life, if any, is a
general  asset  of the  Company  to  which  the  Executive  and the  Executive's
beneficiary  have  no  preferred  or  secured  claim.  Title  to and  beneficial
ownership of any cash or assets  Company may earmark to pay the Executive or his
beneficiary shall at all times remain with the Company.

     8.8 Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the Company and the Executive as to the subject matter hereof. No rights
are  granted  to the  Executive  by virtue of this  Agreement  other  than those
specifically set forth herein.

     8.9  Administration.  The Company  shall have powers which are necessary to
administer this Agreement, including but not limited to:

          8.9.1 Interpreting the provisions of the Agreement;

          8.9.2  Establishing  and  revising  the method of  accounting  for the
     Agreement;

          8.9.3 Maintaining a record of benefit payments; and

          8.9.4  Establishing  rules  and  prescribing  any forms  necessary  or
     desirable to administer the Agreement.

     8.10 Named  Fiduciary.  For  purposes  of the  Employee  Retirement  Income
Security Act of 1974, if  applicable,  the Company shall be the named  fiduciary
and plan administrator under the Agreement.  The named fiduciary may delegate to
others certain  aspects of the management and operation  responsibilities  under
this  Agreement  including  the  employment  of advisors and the  delegation  of
ministerial duties to qualified individuals.

     8.11 No Trust Created.  Nothing contained in this Agreement,  and no action
taken  pursuant to its provisions by either party hereto,  shall create,  nor be
construed to create, a trust of any kind or a fiduciary relationship between the
Company and the Executive, his designated beneficiary,  any other beneficiary of
the Executive or any other person.



<PAGE>


     8.12 Date of Birth. The Executive hereby represents to the Company that his
date of birth is November 17, 1952.

     IN WITNESS  WHEREOF,  the Executive and a duly  authorized  Company officer
have executed and sealed this Agreement as of the date first above written.


Witnesses:                         COMPANY:


                                   By:------------------------------------------

                                     Its:---------------------------------------

                                  EXECUTIVE:








<PAGE>


                             BENEFICIARY DESIGNATION

                                FIRST SOUTH BANK
                          SALARY CONTINUATION AGREEMENT

                                 BARRY L. SLIDER

I designate the following as beneficiary of any death benefits under this Salary
Continuation 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 Company. 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:

Date:

Accepted by the Company this         day of                   , 1999.
                             -------        ------------------

By:

Title: