EXHIBIT (10)((ii)(f)

HILLSBOROUGH SAVINGS BANK, INC., SSB
EMPLOYMENT AGREEMENT



THIS AGREEMENT entered into as of December 1, 1997, by and between  HILLSBOROUGH
SAVINGS BANK,  INC.,  SSB  (hereinafter  referred to as the  "SavingsBank")  and
Thomas W. Wayne  (hereinafter  referred to as the "Officer") and is joined in by
PIEDMONT   BANCORP,   INC.,  the  parent  holding  company  of  theSavings  Bank
(hereinafter referred to as the "Holding Company").

         WHEREAS,  the Savings Bank is a state-chartered  stock savings bank and
the wholly-owned subsidiary of the Holding Company, and

         WHEREAS, the Savings Bank desires to retain the services of the Officer
as Vice President and Chief Financial Officer of the Savings Bank upon the terms
and conditions set forth herein; and

         WHEREAS,  the services of the Officer,  his experience and knowledge of
the affairs of the Savings Bank, and his reputation and contacts in the industry
and the local community are extremely valuable to the Savings Bank, and

         WHEREAS,   the   Savings   Bank  wishes  to  attract  and  retain  such
well-qualified executives and it is in the best interest of the Savings Bank and
of the Officer to secure the continued  services of the Officer  notwithstanding
any change in control of the Savings Bank or the Holding Company; and

         WHEREAS,  the Savings Bank considers the  establishment and maintenance
of a sound and vital management to be part of its overall corporate strategy and
to be essential to protecting  and  enhancing the best  interests of the Holding
Company, the Savings Bank and their stockholders; and

         WHEREAS,  the parties  desire to enter into this  Agreement in order to
set forth the terms and conditions of the Officer's employment relationship with
the Savings Bank.

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
promises,  covenants  and  conditions  hereinafter  set forth and other good and
valuable  considerations,  the  receipt  and  sufficiency  of which  hereby  are
acknowledged, the parties hereby do agree as follows:

         1. Employment. The Savings Bank hereby agrees to employ the Officer and
the Officer  hereby agrees to accept  employment,  upon the terms and conditions
stated  herein,  as Vice  President and Chief  Financial  Officer of the Savings
Bank. The Officer shall render such  administrative  and management  services to
the Savings Bank as are customarily  performed by persons  situated in a similar
executive  capacity.  The Officer shall promote the business of the Savings Bank
and  perform  such  other  duties as shall,  from  time to time,  be  reasonably
prescribed by the Board of Directors of the Savings Bank (the "Board").

         2. Compensation. The Savings Bank shall pay the Officer during the term
of this  agreement,  as  compensation  for all  service  rendered  by him to the
Savings Bank, a base salary at the rate of $59,000.00 per annum, payable in cash
not less  frequently  than  monthly;  provided  that the rate of salary shall be
reviewed  by the Board not less often  than  annually.  Such rate of salary,  or
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increased rate of salary, as the case may be, may be further increased from time
to time in  such  amounts  as the  Board,  in its  discretion,  may  decide.  In
determining  salary  increases,  the Board  shall  compensate  the  Officer  for
increases  in the cost of living and may also provide for  performance  or merit
increases.  Participation  in  incentive  compensation,  deferred  compensation,
discretionary bonus, profit-sharing, retirement, stock option and other employee
benefit  plans that the Savings Bank or the Holding  Company have adopted or may
from time to time adopt, and  participation  in any fringe  benefits,  shall not
reduce that salary  payable to the Officer under this Section.  The Officer will
be entitled  to such  customary  fringe  benefits,  vacation,  sick leave as are
consistent  with the normal  practices and  established  policies of the Savings
Bank.  In the event of a Change of  Control  (as  defined in  Section  10),  the
Officer's  rate of salary  shall be  increased  not less than six  percent  (6%)
annually during the term of this Agreement.

         3.  Discretionary  Bonuses.  During  the  term of this  Agreement,  the
Officer shall be entitled in an equitable  manner with all other key  management
personnel  of  the  Savings  Bank,  to  such  discretionary  bonuses  as  may be
authorized,  declared  and  paid by the  Directors  to the  Savings  Bank's  key
management employees. No other compensation provided for in this Agreement shall
be deemed a substitute  for the Officer's  right to such  discretionary  bonuses
when and as declared by the Directors.

         4.  Participation  in Retirement  and Employee  Benefit  Plans:  Fringe
Benefits.  The Officer shall be entitled to  participate in any plan relating to
deferred compensation,  stock awards, stock options,  stock purchases,  pension,
thrift,  profit  sharing,  group life  insurance,  medical and dental  coverage,
disability  coverage,  education,  or other retirement or employee benefits that
the Savings Bank or the Holding Company have adopted,  or may, from time to time
adopt,  for benefit of their  executive  employees and for employees  generally,
subject  to the  eligibility  rules of such  plans.  The  Officer  shall also be
entitled to participate in any other fringe  benefits which are now or may be or
become  applicable  to  the  Officer  or  the  Savings  Bank's  other  executive
employees, including the payment of reasonable expenses for attending annual and
periodic  meetings  of trade  associations,  and any  other  benefits  which are
commensurate with the duties and responsibilities to be performed by the Officer
under this  Agreement.  Additionally,  the  Officer  shall be  entitled  to such
vacation and sick leave as shall be established  under uniform employee policies
promulgated by the Directors.  The Savings Bank shall  reimburse the Officer for
all out-of-pocket  reasonable and necessary  business expenses which the Officer
may incur in connection with his services on behalf of the Savings Bank.

         5. Term. The initial term of employment  under this Agreement  shall be
for the period  commencing  upon the effective date of this Agreement and ending
three (3 ) calendar  years from the effective  date of this  Agreement.  On each
anniversary  of the effective  date of this  Agreement of the Savings Bank,  the
term of this  Agreement  shall  automatically  be extended for an additional one
year period beyond the then effective expiration date unless written notice from
the Savings Bank or the Officer is received 90 days prior to an anniversary date
advising  the other  party that this  Agreement  shall not be further  extended;
provided that the Directors shall review the Officer's  performance annually and
make a specific  determination  pursuant to such review to renew this  Agreement
prior to the 90 day notice period.

         6.  Loyalty.  The  Officer  shall  devote his full  efforts  and entire
business time to the performance of his duties and  responsibilities  under this
Agreement.  The Officer  agrees that he will hold in confidence all knowledge or
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information of a confidential  nature with respect to the respective  businesses
of the Holding  Company,  the  Savings  Bank or of their  subsidiaries,  if any,
received by him during the term of this  Agreement and will not disclose or make
use of such information,  except in the ordinary course of his duties under this
Agreement,  without  the prior  written  consent of the  Holding  Company or the
Savings Bank.

         7. Standards. The Officer shall perform his duties and responsibilities
under this Agreement in accordance  with such reasonable  standards  expected of
employees with comparable  positions in comparable  organizations  and as may be
established  from time to time by the Board.  The Savings  Bank will provide the
Officer with the working  facilities and staff customary for similar  executives
and necessary for him to perform his duties.

         8. Termination and Termination Pay. (a) The Officer's  employment under
this Agreement shall be terminated upon the death of the Officer during the term
of this  Agreement,  in which event,  the Officer's  estate shall be entitled to
receive the  compensation  due the Officer  through the last day of the calendar
month in which  his  death  shall  have  occurred  and for a period of one month
thereafter.  (b) The Officer's employment under this Agreement may be terminated
at any time by the Officer upon sixty (60) days' written  notice to the Board of
Directors.  Upon such  termination,  the  Officer  shall be  entitled to receive
compensation  through the effective date of such termination.  (c) The Board may
terminate  the  Officer's  employment at any time,  but any  termination  by the
Board, other than termination for cause, shall not prejudice the Officer's right
to compensation or other benefits under this Agreement for the remaining  period
which would have been  covered by this  Agreement  if such  termination  had not
occurred.  The  Officer  shall  have no right to receive  compensation  or other
benefits for any period after  termination for "cause."  Termination for "cause"
shall  include  termination  because  of  the  Officer's  personal   dishonesty,
incompetence,  willful  misconduct,  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) or
final  cease-and-desist  order,  or material  breach of any  provisions  of this
Agreement.

         9. Additional Regulatory Requirements.  (a) If the Officer is suspended
and/or  temporarily  prohibited from participating in the conduct of the Savings
Bank's  affairs by a notice served under Section  8(e)(3) or Section  8(g)(1) of
the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(l)), the Savings
Bank's  obligations  under this  Agreement  shall be suspended as of the date of
service, unless stayed by appropriate proceedings.  If the charges in the notice
are  dismissed,  the  Savings  Bank  shall  (i)  pay  the  Officer  all  of  the
compensation  withheld  while its contract  obligations  were suspended and (ii)
reinstate (in whole or in part) any of its obligations which were suspended. (b)
If the Officer is removed and/or  permanently  prohibited from  participating in
the conduct of the  Savings  Bank's  affairs by an order  issued  under  Section
8(e)(4)   of   Section   8(g)(l)   of  the   Federal   Deposit   lnsurance   Act
(12U.S.C.1818(e)(4)  and (g)(1)), all obligations of the Savings Bank under this
Agreement  shall  terminate as of the  effective  date of the order,  but vested
rights of the contracting  parties shall not be affected (c) If the Savings Bank
is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance Act
(12U.S.C. ss. 1818(x)(1)),  all obligations under this Agreement shall terminate
as of the date of default, but this paragraph shall not affect any vested rights
of the contracting  parties.  (d) All obligations  under this Agreement shall be
terminated,  except to the extent  determined that continuation of the Agreement
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is necessary for the continued operation of the Savings Bank, (i) by the Federal
Deposit Insurance  Corporation (the "Corporation"),  at the time the Corporation
enters into an  agreement to provide  assistance  to or on behalf of the Savings
Bank under the  authority  contained  in Section  13(c) of the  Federal  Deposit
Insurance  Act (12 U.S.C.  ss.  1818(c));  or (ii) by the  Administrator  of the
Savings  Institution  Division of the North Carolina Department of Commerce (the
"Administrator"), at the time the Administrator approves a supervisory merger to
resolve  problems  related to  operation of the Savings Bank or when the Savings
Bank is determined by the Administrator to be in an unsafe or unsound condition.
Any  rights of the  parties  that have  already  vested,  however,  shall not be
affected by such action.

         10. Change in Control.

         (a) In the event of a "Change in Control" (as defined in Subsection (b)
below),  the acquiror shall be  prohibited,  during the remainder of the term of
this Agreement, from:

         (i)      Assigning Officer any duties and/or  responsibilities that are
                  inconsistent with his position,  duties,  responsibilities  or
                  status  at the  time of the  Change  in  Control  or with  his
                  reporting  responsibilities  or  equivalent  titles  with  the
                  Savings Bank in effect at such time; or

         (ii)     Adjusting  Officer's  annual  base  salary  rate other than in
                  accordance with the provisions of Section 2 of this Agreement;
                  or

         (iii)    Reducing in level, scope or coverage or eliminating  Officer's
                  life   insurance,   medical  or   hospitalization   insurance,
                  disability  insurance,  profit  sharing  plans,  stock  option
                  plans,  stock purchase  plans,  deferred  compensation  plans,
                  management retention plans,  retirement plans or similar plans
                  or benefits  being provided by the Savings Bank or the Holding
                  Company to the Officer as of the effective  date of the Change
                  in Control; or

         (iv)     Transferring  Officer to a location  outside of Orange County,
                  North Carolina, without the Officer's express written consent.

         (b)      For the  purposes  of this  Agreement,  the  term  "Change  in
                  Control" shall mean any of the following events:
         (i)      a change in control of a nature  that would be  required to be
                  reported in  response to Item 1 of the Current  Report on Form
                  8K, as in effect on the date hereof, pursuant to Section 13 or
                  1 5(d) of the Exchange Act; or

         (ii)     such time as any  "person"  (as such 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 securities of the
                  Holding  Company or Savings  Bank  representing  25 percent or
                  more of the combined  voting power of the  outstanding  Common
                  Stock of the  Holding  Company or Common  Stock of the Savings
                  Bank, as applicable; or
<PAGE>
         (iii)    individuals  who constitute the Board or board of directors of
                  the Holding Company on the date hereof (the "Incumbent  Board"
                  and "Incumbent Holding Company Board," respectively) 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
                  Incumbent  Holding  Company  Board,  as  applicable,  or whose
                  nomination  for  election  by the  Savings  Bank's or  Holding
                  Company's  shareholders  was approved by the Savings Bank's or
                  Holding Company's Board of Directors or Nominating  Committee,
                  as applicable,  shall be considered as though he or she were a
                  member of the  Incumbent  Board or Incumbent  Holding  Company
                  Board, as applicable; or

         (iv)     either the Holding Company or the Savings Bank consolidates or
                  merges with or into another corporation, association or entity
                  or is otherwise reorganized, where neither the Holding Company
                  nor  the  Savings   Bank,   respectively,   is  the  surviving
                  corporation in such transaction; or

         (v)      all or  substantially  all of the assets of either the Holding
                  Company or the Savings Bank are sold or otherwise  transferred
                  to or are acquired by any other entity or group.

         Notwithstanding  the other provisions of this Section 10, a transaction
or  event  shall  not be  considered  a  Change  in  Control  if,  prior  to the
consummation  or occurrence of such  transaction  or event,  Officer and Savings
Bank agree in writing  that the same shall not be treated as a Change in Control
for purposes of this Agreement.

         (c)      If,  after  the  occurrence  of a Change in  Control,  (i) the
                  employment  of the Officer  shall be terminated by the Savings
                  Bank or its successor for any reason other than for "cause" as
                  defined in Section 8(c) or (ii) the  employment of the Officer
                  shall be  terminated by the Officer as a result of a breach of
                  this Agreement by the Savings Bank or its successor,  and as a
                  result of such termination, the Officer shall not become fully
                  vested  in  benefits   provided  to  the  Officer   under  any
                  retirement  plan,  restricted  stock plan,  stock option plan,
                  stock ownership plan, or other employee  benefit plan, then in
                  addition to any liability  arising under this  Agreement,  the
                  Savings  Bank or its  successor  shall pay to the  Officer  an
                  amount equal to the value of the benefits in which the Officer
                  shall not become fully vested as a result of such termination.

         (d)      In the event any dispute  shall arise  between the Officer and
                  the  Savings  Bank as to the terms or  interpretation  of this
                  Agreement,  including this Section 10,  whether  instituted by
                  formal legal  proceedings  or otherwise,  including any action
                  taken by the Officer to enforce  the terms of this  Section 10
                  or in defending  against any action taken by the Savings Bank,
                  the Savings Bank shall reimburse the Officer for all costs and
                  expenses  incurred in such  proceedings or actions,  including
                  attorney's fees, in the event the Officer prevails in any such
                  action.
<PAGE>
         11. Successors and Assigns.

         (a)  This  Agreement  shall inure to the benefit of and be binding upon
              any  corporate or other  successor of the Savings Bank which shall
              acquire,   directly  or   indirectly,   by   conversion,   merger,
              consolidation,  purchase or otherwise, all or substantially all of
              the assets of the Holding Company or the Savings Bank.

         (b)  Since the Savings Bank is contracting  for the unique and personal
              skills  of the  Officer,  the  Officer  shall  be  precluded  from
              assigning or  delegating  his rights or duties  hereunder  without
              first obtaining the written consent of the Savings Bank.

         12. Modification:  Waiver:  Amendments.  No provision of this Agreement
may be  modified,  waived or  discharged  unless such  waiver,  modification  or
discharge  is agreed to in  writing,  signed by the Officer and on behalf of the
Savings Bank by such officer as may be specifically designated by the Directors.
No waiver by either party hereto,  at any time, of any breach by the other party
hereto of, or compliance  with,  any condition or provision of this Agreement to
be  performed  by such  other  party  shall be  deemed a waiver  of  similar  or
dissimilar  provisions  or  conditions at the same or at any prior or subsequent
time. No amendments or additions to this  Agreement  shall be binding  unless in
writing and signed by both parties, except as herein otherwise provided.

         13.  Applicable  Law. This Agreement  shall be governed in all respects
whether as to validity, construction, capacity, performance or otherwise, by the
laws of North Carolina, except to the extent that federal law shall be deemed to
apply.

         14.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         IN WlTNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first herein above written.

                                            HILLSBOROUGH SAVINGS BANK, INC., SSB

                                            By: /s/M. Marion Clark
                                            ---------------------- 
                                                M. Marion Clark
                                                Chairman of the Board

                                            By: /s/Thomas W. Wayne (SEAL)
                                                ------------------ 
                                                Thomas W. Wayne

         The  foregoing  Agreement  is  consented  and  agreed  to  by  Piedmont
Bancorp, Inc.,  the parent holding company of Hillsborough  Savings Bank,  Inc.,
SSB.


                                            PIEDMONT BANCORP, INC.

                                            By: /s/ M. Marion Clark
                                                -------------------
                                                M. Marion Clark
                                                Chairman of the Board