EXHIBIT 10.4(d)
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 EMPLOYEE STOCK OWNERSHIP PLAN      |               AMENDMENT NO. 3           |
              OF                    |                                         |
      WAKE FOREST FEDERAL           | DOCUMENT:                  WA01/3131229 |
  SAVINGS & LOAN ASSOCIATION        | DRAFT DATE:                    12/03/02 |
                                    |                                         |
  Adopted on December 6, 1995       | BOARD OF DIRECTORS                      |
   Effective on April 3, 1996       | APPROVAL DATE:        DECEMBER 16, 2002 |
Incorporating Amendment Nos. 1 & 2  |                       ----------------- |
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                                    AMENDMENT
                                    ---------

1.      ARTICLE I - Section 1.5 of the Plan shall be amended, effective as of
        January 1, 2003, to read in its entirety as follows:

                           SECTION 1.5 BENEFICIARY means a natural person
                  designated by a Participant or Former Participant as a
                  Beneficiary under section 13.2 and shall not include any
                  Beneficiary designated by a person other than a Participant or
                  Former Participant or any Beneficiary other than a natural
                  person. If a natural person is the beneficiary of a trust
                  which a Participant or Former Participant has named as his
                  Beneficiary, such natural person shall be treated as a
                  designated Beneficiary if: (a) the trust is a valid trust
                  under applicable state law (or would be a valid trust except
                  for the fact that it does not have a corpus); (b) the trust is
                  irrevocable or will, by its terms, become irrevocable upon the
                  death of the Participant or Former Participant; (c) the
                  beneficiaries of the trust who are beneficiaries with respect
                  to the trust's interest as a Beneficiary are identifiable from
                  the terms of the trust instrument; and (d) the following
                  information is furnished to the Committee:

                                   (i) by the Participant or Former Participant,
                           if any distributions are required to be made pursuant
                           to section 13.5 prior to the death of the Participant
                           or Former Participant and (in the case of
                           distributions after December 31, 2002 only) the
                           Participant's or Former Participant's spouse is his
                           sole primary Beneficiary, either: (A) a copy of the
                           trust instrument, together with a written undertaking
                           by the Participant or Former Participant to furnish a
                           copy of any subsequent amendment to the Committee
                           within a reasonable time after such amendment is
                           made; or (B)(I) a list of all of the beneficiaries of
                           the trust (including contingent and remainderman
                           beneficiaries with a description of the conditions on
                           their entitlement); (II) a certification of the
                           Participant or Former Participant to the effect that,
                           to the best of his knowledge, such list is correct
                           and complete and that the conditions of section
                           1.5(a), (b) and (c) are satisfied; (III) a written
                           undertaking to provide a new certification to the
                           extent that an amendment changes any information
                           previously certified; and (IV) a written undertaking
                           to furnish a copy of the trust instrument to the
                           Committee on demand; and


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                                   (ii) by the trustee of the trust within nine
                           months after the death of the Participant or Former
                           Participant (prior to January 1, 2003) or by October
                           31st of the first calendar year that begins after the
                           death of the Participant or Former Participant
                           (subsequent to December 31, 2002), if any
                           distributions are required to be made pursuant to
                           section 13.5 after the death of the Participant or
                           Former Participant, either: (A) a copy of the actual
                           trust instrument for the trust; or (B)(I) a final
                           list of all of the beneficiaries of the trust
                           (including contingent and remainderman beneficiaries
                           with a description of the conditions on their
                           entitlement) as of the date of death (prior to
                           January 1, 2003) or as of September 30th of the first
                           calendar year that begins after the date of death
                           (subsequent to December 31, 2002); (II) a
                           certification of the trustee to the effect that, to
                           the best of his knowledge, such list is correct and
                           complete and that the conditions of section 1.5(a),
                           (b) and (c) are satisfied; and (III) a written
                           undertaking to furnish a copy of the trust instrument
                           to the Committee on demand.

2.      ARTICLE XIII - Section 13.3(b)(ii)(A) of the Plan shall be amended,
        effective as of January 1, 2003, to read in its entirety as follows:

                       (A) in annual installments payable beginning as of any
                  Valuation Date that is coincident with or following his
                  termination of employment, but in no event later than December
                  31st of the calendar year in which he attains age 70 1/2 and
                  continuing for a fixed period of not more than the lesser of
                  (I) ten (10) years and (II) the life expectancy of the
                  Employee or the joint life and last survivor expectancy of the
                  Employee and his designated Beneficiary (determined before
                  January 1, 2003 under Tables V and VI of section 1.72-9 of the
                  Income Tax Regulations, using their respective attained ages
                  as of their birthdays in the calendar year that includes the
                  Valuation Date as of which the first payment is made, and
                  after December 31, 2002 under the Uniform Lifetime Table set
                  forth in section 1.401(a)(9)-9 of the Treasury regulations
                  using the Employee's age as of the Employee's birthday in such
                  calendar year or, if the Employee's sole designated
                  Beneficiary is a surviving spouse who is more than 10 years
                  younger than the Employee, the under the Joint and Last
                  Survivor Table set forth in section 1.401(a)(9)-9 of the
                  Treasury regulations, using the Employee's and spouse's
                  attained ages as of the Employee's and spouse's birthdays in
                  such calendar year); or


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3.      ARTICLE XIII - Section 13.3(c) of the Plan shall be amended, effective
        as of January 1, 2003, to read in its entirety as follows:

                       (c) If any person dies before his entire vested interest
                  in his Account has been distributed to him, then the remainder
                  of such vested interest shall be paid to his Beneficiary under
                  section 13.2 either:

                           (i) in a lump sum distribution as of the Valuation
                      Date next following the date of his death, and the amount
                      thereof shall be based on the vested portion of the
                      balance credited to his Account as of such Valuation Date;
                      or

                           (ii) if, prior to the death of the Participant or
                      Former Participant whose account is to be distributed, an
                      election pursuant to section 13.3(b)(ii)(B) is in effect
                      for him, in a lump sum distribution as of the Valuation
                      Date specified in such election, or, if earlier, the
                      latest Valuation Date which would permit payment to be
                      made by December 31st of the calendar year that includes
                      the fifth anniversary of the Employee's death and the
                      amount thereof shall be based upon the vested portion of
                      the balance credited to his Account as of such Valuation
                      Date; or

                           (iii) if, prior to such Participant's or Former
                      Participant's death, an election pursuant to section
                      13.3(b)(ii)(A) is in effect for him:

                                     (A) over the period and at the times set
                           forth in such election, if distribution has begun
                           prior to the Participant's or Former Participant's
                           death; or

                                     (B) commencing at the time set forth in
                           such election (or, if earlier, as of the last
                           Valuation Date that will permit payment to begin no
                           later than December 31st of the calendar year after
                           the calendar year that includes the date on which the
                           deceased Participant or Former Participant would have
                           attained age 70 1/2, if he had lived) or the date of
                           the deceased Participant's or Former Participant's
                           death (whichever is later) and over the period set
                           forth in such election (or, if less, the life
                           expectancy of the Beneficiary), if the Employee's
                           spouse is his Beneficiary and distribution has not
                           begun prior to the deceased Participant's or Former
                           Participant's death; or

                                     (C) commencing on the date specified in
                           such election (or if earlier, the last Valuation Date
                           that will permit payment to begin by December 31st of
                           the calendar year that includes the first anniversary
                           of the deceased Participant's or Former Participant's
                           death) and over the period set forth in the election
                           (or, if less, the life expectancy of the
                           Beneficiary), if the deceased Participant's or Former
                           Participant's Beneficiary is a designated Beneficiary
                           other than his spouse and distribution has not begun
                           prior to the Employee's death.


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                           (iv) upon written application of the Beneficiary made
                      in such form and manner as the Committee may prescribe, at
                      another time or in another manner permitted under section
                      13.3(a) or (b), but subject to the following limitations:

                                (A)(I) If such Beneficiary is a designated
                           Beneficiary other than the spouse of the deceased
                           Participant or Former Participant whose vested
                           Account is being distributed, a distribution that
                           commences by December 31st of the calendar year that
                           includes the first anniversary of such deceased
                           Participant's or Former Participant's death shall be
                           made over a fixed period that does not exceed the
                           life expectancy of such Beneficiary; and

                                (II) In all other cases where the spouse of the
                           deceased Participant or Former Participant whose
                           vested Account is being distributed is not the
                           Beneficiary, payment must be completed by December
                           31st of the calendar year that includes the fifth
                           anniversary of the death of such deceased Participant
                           or Former Participant; and

                                (III) If such Beneficiary is the spouse of the
                           deceased Participant or Former Participant whose
                           vested Account is being distributed, distribution
                           must commence not later than December 31st of the
                           calendar year that includes the date on which the
                           deceased Participant or Former Participant would have
                           attained age 70 1/2 (or, if later, December 31st of
                           the calendar year following he calendar year in which
                           the deceased Participant or Former Participant died)
                           and must be completed within a period equal to the
                           life expectancy of the designated Beneficiary; and

                                (B) In cases where distribution has commenced
                           prior to the death of the deceased Participant or
                           Former Participant whose Account is being
                           distributed, distribution must be completed at least
                           as rapidly as under the method in effect prior to
                           such deceased Participant or Former Participant
                           death.

                  The determination whether a Beneficiary is a designated
                  Beneficiary and whether a designated Beneficiary is a
                  surviving spouse shall be made not later than September 30th
                  of the calendar year following the calendar year in which the
                  Participant or Former Participant dies. For purposes of
                  computing payments in years prior to 2003, life expectancy
                  shall be determined using Table V of section 1.72-9 of the
                  Income Tax Regulations based on the Beneficiary's attained age
                  in the year of the first payment. For purposes of computing
                  payments in years after 2002, payments for calendar years that
                  begin during the lifetime of a surviving

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                  spouse who is a designated Beneficiary shall be determined
                  using the Single Life Table set forth in section 1.401(a)(9)-9
                  of the Income Tax Regulations based on the spouse's attain age
                  in such year and payments for subsequent calendar years shall
                  be determined using the Single Life Table set forth in section
                  1.401(a)(9)-9 of the Income Tax Regulations based on the
                  spouse's attain age in the year of death. For purposes of
                  computing payments in years after 2002, payments to a
                  designated Beneficiary other than surviving spouse shall be
                  determined using the Single Life Table set forth in section
                  1.401(a)(9)-9 of the Income Tax Regulations based on the
                  designated Beneficiary's attain age in the year of the
                  Participant or Former Participant's death.

4.      ARTICLE XIII - Section 13.5(b) of the Plan shall be amended, effective
        as of January 1, 2003, by replacing the last two sentences thereof with
        a new subsection 13.5(c) and renumbering the following sections
        accordingly. The new subsection 13.5(c) shall read in its entirety as
        follows:

                       (c) For purposes of section 13.5(b):

                       (i) for taxable years beginning before January 1, 2003,
             the life expectancy of a Participant or Former Participant (or the
             joint life and last survivor expectancy of a Participant or Former
             Participant and his designated Beneficiary) for the calendar year
             in which the Participant or Former Participant attains age 70 1/2
             shall be determined on the basis of Tables V and VI, as applicable,
             of section 1.72-9 of the Income Tax Regulations as of the
             Participant's or Former Participant's birthday in such year. Such
             life expectancy or joint life and last survivor expectancy for any
             subsequent year shall be equal to the excess of (1) the life
             expectancy or joint life and last survivor expectancy for the year
             in which the Participant or Former Participant attains age 70 1/2,
             over (2) the number of whole years that have elapsed since the
             Participant or Former Participant attained age 70 1/2; and

                       (ii) for taxable years beginning after December 31, 2002,
             during the Participant's or Former Participant's lifetime, life
             expectancy shall be equal to:

                            (1) the distribution period in the Uniform Lifetime
                       Table set forth in section 1.401(a)(9)-9 of the Treasury
                       regulations, using the Participant's age as of the
                       Participant's birthday in such calendar year; or

                            (2) if the Participant's spouse is the sole
                       designated Beneficiary and the spouse is more than ten
                       years younger than the Participant, the number in the
                       Joint and Last Survivor Table set forth in section
                       1.401(a)(9)-9 of the Treasury regulations, using the
                       Participant's and spouse's attained ages as of the
                       Participant's and spouse's birthdays in such calendar
                       year.


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                  IN WITNESS WHEREOF, this Amendment has been executed by the
undersigned officer of Wake Forest Federal Savings & Loan Association pursuant
to authority given by resolution of the Board of Directors.



                                    WAKE FOREST FEDERAL
                                    SAVINGS & LOAN ASSOCIATION



                                    By   /s/ Robert C. White
                                       ----------------------------------------
                                    Name:  Robert C. White
                                    Title: President and Chief Executive Officer