EXHIBIT 10.4(c)

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EMPLOYEE STOCK OWNERSHIP PLAN     |               AMENDMENT NO. 2           |
             OF                   |                                         |
     WAKE FOREST FEDERAL          | DOCUMENT:              TPW/WA01/3126267 |
 SAVINGS & LOAN ASSOCIATION       | DRAFT DATE:                    04/02/02 |
                                  |                                         |
 Adopted on December 6, 1995      | BOARD OF DIRECTORS                      |
  Effective on April 3, 1996      | APPROVAL DATE:          APRIL 15, 2002  |
                                  |                         --------------  |
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                                    AMENDMENT
                                    ---------

1.      Section 1.3 - The flush language at the end of section 1.3 of the Plan
        shall be amended, effective January 1, 2002, to read in its entirety as
        follows:

                In no event, however, shall an Employee's Allocation
                Compensation for any Plan Year include any compensation in
                excess of $150,000 (in Plan Years beginning before January 1,
                2002) and $200,000 (in Plan Years beginning after December 31,
                2001). The $150,000 and $200,000 limitations set forth in the
                preceding sentence shall be indexed in accordance with
                regulations prescribed under section 401(a)(17) of the Code.
                If there are less than twelve (12) months in the Plan Year,
                the limitations (as adjusted) shall be prorated by multiplying
                such limitation by a fraction, the numerator of which is the
                number of months in the Plan Year and the denominator of which
                is twelve (12). For purposes of applying the foregoing
                limitation in any Plan Year beginning prior to January 1, 1997
                to any person who is a Five Percent Owner or who is one of the
                10 Highly Compensated Employees with the highest Total
                Compensation (determined prior to the application of this
                sentence), any Allocation Compensation paid to the spouse of
                such person or to any lineal descendant of such person who has
                not attained age 19 on or before the last day of such calendar
                year shall be deemed to have been paid to such person.

2.      Section 8.2 - Subparagraph 8.2(a) shall be amended, effective January 1,
        2002, to read in its entirety as follows:

                (a) Notwithstanding any other provisions of the Plan, no
                amount shall be allocated to a Participant's Account for any
                Limitation Year to the extent that such allocation would
                result in an Annual Addition of an amount exceeding:

                    (i) for Limitation Years beginning before January 1, 2002,
                    the lesser of (A) $30,000 (or such other amount as is
                    permissible under section 415(c)(1)(A) of the Code), or
                    (ii)(B) twenty-five percent (25%) of the Participant's Total
                    Compensation paid during such Limitation Year; and

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                    (ii) for Limitation Years beginning after December 31, 2001,
                    the lesser of (A) $40,000 (or such other amount as is
                    permissible under section 415(c)(1)(A) of the Code), or (B)
                    one hundred percent (100%) of the Participant's Total
                    Compensation paid during such Limitation Year.

3.      Section 8.2 - Subparagraph 8.2(c)(i) of the Plan shall be amended,
        effective as of January 1, 2002, to include a new sentence at the end
        thereof which shall read in its entirety as follows:

        In Limitation Years beginning after December 31, 2001, catch-up
        elective deferrals under section 414(v) of the Code shall not be
        included as Annual Additions.

4.      Section 12.2 - Subsection 12.2(b) of the Plan shall be amended,
        effective as of January 1, 2002, to read in its entirety as follows:

                       (b) Dividends paid with respect to Shares allocated to a
                person's Share Investment Account shall be credited to such
                person's Share Investment Account. Cash dividends credited to a
                person's General Investment Account shall be, at the direction
                of the Board, either: (i) held in such General Investment
                Account and invested in accordance with sections 10.2 and 11.3;
                (ii) distributed immediately to such person; (iii) distributed
                to such person within 90 days of the close of the Plan Year in
                which such dividends were paid; (iv) used to make payments of
                principal or interest on a Share Acquisition Loan; provided,
                however, that the Fair Market Value of Financed Shares released
                from the Loan Repayment Account as a result of such payment
                equals or exceeds the amount of the dividend; or (v) in calendar
                years beginning after December 31, 2001 either held as provided
                in section 12.2(b)(i) or distributed as provided in section
                12.2(b)(ii), as each person shall elect for his own Account.

5.      Section 13.6 - Subsections 13.6(c)(iii) and (iv) of the Plan shall be
        amended, effective as of January 1, 2002, to read in their entirety as
        follows:

                       (iii) "Eligible Retirement Plan" means an individual
                retirement account described in section 408(a) of the Code, an
                individual retirement annuity described in section 408(b) of the
                Code, an annuity plan described in section 403(a) of the Code,
                or a qualified trust described in section 401(a) of the Code,
                and (for distributions after December 31, 2001 only) an annuity
                contract described in section 403(b) of the Code or an eligible
                deferred compensation plan under section 457(b) of the Code
                which is maintained by a state, political subdivision of a
                state, or an agency or instrumentality of a state or political
                subdivision thereof and which agrees to separately account for
                amounts transferred into such plan from this Plan, that accepts
                the distributee's eligible rollover distribution. However, in
                the case of an eligible rollover distribution made before
                January 1, 2002 to a current or former spouse who is the
                alternate payee under a qualified domestic relations order as
                defined in Code section 414(p) or to a surviving spouse, an
                eligible retirement plan is only an individual retirement
                account or individual retirement annuity.


<PAGE>

                       (iv) "Eligible Rollover Distribution" means any
                distribution of all or any portion of the balance to the credit
                of the distributee, except that an eligible rollover
                distribution does not include: any distribution that is one of a
                series of substantially equal periodic payments (not less
                frequently than annually) made for the life (or life expectancy)
                of the distributee or the joint lives (or joint life
                expectancies) of the distributee and the distributee's
                designated Beneficiary, or for a specified period of ten (10)
                years or more; any distribution to the extent such distribution
                is required under section 401(a)(9) of the Code; any
                distribution made after December 31, 1999 on account of
                hardship; and in the case of a distribution made before January
                1, 2002, the portion of any distribution that is not includible
                in gross income (determined without regard to the exclusion for
                net unrealized appreciation with respect to employer
                securities). A portion of a distribution that is includible in
                the gross income of the distributee that is treated as an
                eligible rollover distribution may only be transferred in a
                direct rollover to an eligible retirement plan that agrees to
                separately account for such portion of the distribution. This
                section 13.6 shall not apply to any eligible rollover
                distributions during a year that are reasonably expected (as
                determined by the Committee) to total less than $200. In no
                event shall any withdrawal during service that is made on
                account of hardship be considered an "eligible rollover
                distribution". This section 13.6 shall be interpreted to comply
                with the provisions of section 401(a)(31) of the Code.

6.      Section 16.2 - Section 16.2 of the Plan shall be amended, effective as
        of January 1, 2002, to read in its entirety as follows:

                       SECTION 16.2  DEFINITION OF TOP HEAVY PLAN.
                                     ----------------------------

                (a) Subject to section 16.2(c), the Plan is a Top Heavy Plan if,
        as of a Determination Date: (i) it is not a member of a Required
        Aggregation Group, and (ii)(A) the sum of the Cumulative Accrued
        Benefits of all Key Employees exceeds 60% of (B) the sum of the
        Cumulative Accrued Benefits of all Employees (excluding former Key
        Employees), former Employees (excluding former Key Employees and other
        former Employees who have not performed any services for the Company or
        any Affiliated Employer during the immediately preceding 5 Plan Years if
        the Determination Date is before January 1, 2002 and one Plan Year if
        the Determination Date is after December 31, 2001) and their
        Beneficiaries.

                (b) Subject to section 16.2(c), the Plan is a Top Heavy Plan if,
        as of a Determination Date: (i) the Plan is a member of a Required
        Aggregation Group, and (ii)(A) the sum of the Cumulative Accrued
        Benefits of all Key Employees under all plans that are members of the
        Required Aggregation Group exceeds 60% of (B) the sum of the Cumulative
        Accrued Benefits of all Employees (excluding former Key Employees),
        former Employees (excluding former Key Employees and other former
        Employees who have not performed any services for the Company or any
        Affiliated


<PAGE>

        Employer during the immediately preceding 5 Plan Years if the
        Determination is before January 1, 2002 and one Plan Year if the
        Determination Date is after December 31, 2001), and their Beneficiaries
        under all plans that are members of the Required Aggregation Group.

                (c) Notwithstanding sections 16.2(a) and 16.2(b), the Plan is
        not a Top Heavy Plan if, as of a Determination Date: (i) the Plan is a
        member of a Permissible Aggregation Group, and (ii)(A) the sum of the
        Cumulative Accrued Benefits of all Key Employees under all plans that
        are members of the Permissible Aggregation Group does not exceed 60% of
        (B) the sum of the Cumulative Accrued Benefits of all Employees
        (excluding former Key Employees), former Employees (excluding former Key
        Employees and other former Employees who have not performed any services
        for the Company or any Affiliated Employer during the immediately
        preceding 5 Plan Years if the Determination Date is before January 1,
        2002 and one Plan Year if the Determination Date is after December 31,
        2001), and their Beneficiaries under all plans that are members of the
        Permissible Aggregation Group.

7.      Section 16.4 - Subsection 16.4(a)(iii) of the Plan shall be amended,
        effective as of January 1, 2002, to read in its entirety as follows:

                (iii) the amount of any distributions of such person's
        Cumulative Accrued Benefits under the Plan (including, for Plan Years
        beginning after December 31, 2001, distributions under terminated plans
        that would have been included in the Required Aggregation Group if not
        terminated) during the 5-year period (for all distributions for Plan
        Years beginning before January 1, 2002 and for in-service distributions
        for Plan Years beginning after December 31, 2001) or 1-year period (for
        all distributions other than in-service distributions for Plan Years
        beginning after December 31, 2001) ending on the Determination Date.

8.      Section 16.5 - Subsection 16.5(a)(iv) shall be amended, effective as of
        January 1, 2002, by adding the words "in plan years beginning before
        January 1, 2002" at the beginning thereof.

                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