Exhibit
10.5(a)(1)





AMENDMENT
TO


THE
DIRECTOR’S DEFERRED COMPENSATION PLAN AGREEMENT


BY
AND BETWEEN FIRST SOUTH BANK AND FREDERICK N. HOLSCHER





This
Amendment to the Director’s Deferred Compensation Plan Agreement by and between
FIRST SOUTH BANK(the
“Bank”) and Frederick N.
Holscher (the “Director”) is entered into as of December 26,
2008.




WHEREAS, the Director and the
Bank previously entered into a Director’s Deferred Compensation Plan Agreement
dated January 1, 1994 which was restated on December 14, 1995 and subsequently
amended (the “Agreement”); and




WHEREAS, the Director and the
Bank desire to amend the Agreement to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended.




NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the as
follows:





FIRST
CHANGE





All
references in the Agreement to New South Bancorp, Inc. shall be replaced with
First South Bancorp, Inc. and all references to Home Savings Bank, SSB shall be
replaced with First South Bank.





SECOND
CHANGE





Section 8
of the Agreement shall be amended by deleting the last three (3) paragraphs of
Section 8 which address the implementation of a grantor trust and the definition
of a Change in Control.





THIRD
CHANGE





The
following new Section 13 shall be added to the Agreement:





“Section
13. Section
409A





This
Agreement shall at all times be administered and the provisions of this
Agreement shall be interpreted consistent with the requirements of Section
409A.  For purposes of this Agreement, Section 409A shall refer to
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
the Treasury regulations and any other authoritative guidance issued
thereunder.  Any modification to the terms of this Agreement that
would inadvertently result in an additional tax liability on the part of the
Director shall have no effect, provided the change in the terms of the Agreement
are rescinded by the earlier of a date before the right is exercised (if the
change grants a discretionary right) and the last day of the calendar year
during which such change occurred.





On or
before December 31, 2008, if the Director wishes to change his or
her  election as to the form or timing of the payment under this
Agreement, the Director may do so by completing a Transition Relief Election
Form, provided that any such election (i) must be made prior to the Director’s
separation from service, (ii) shall not take effect before the date that is 12
months after the date the election is made, (iii) cannot apply to amounts that
would otherwise be payable in 2008 and may not cause an amount to be paid in
2008 that would otherwise be paid in a later year.





Changes
to elections under this Agreement after December 31, 2008: (i) may not
accelerate the payment of benefits, (ii) must be made at least 12 months prior
to the scheduled distribution date, and (iii) must postpone payment (or the
commencement of payments) for at least five (5) years from the scheduled
distribution date





Despite
any contrary provision of this Agreement, if, when a Director’s service
terminates, the Director is a “specified employee,” as defined in Section 409A
of the Code, and if any payments under this Agreement will result in additional
tax or interest to the Director because of Section 409A of the Code, the
Director shall not be entitled to the such payments until the earliest of (i)
the date that is at least six months after termination of the Director’s
employment for reasons other than the Director’s death, (ii) the date of the
Director’s death, or (iii) any earlier date that does not result in additional
tax or interest to the Director under Section 409A of the Code.





A
Director will be deemed to have a termination of service for purposes of
determining the timing of any payments under this Agreement only upon a
“separation from service” within the meaning of Section 409A of the
Code.”





FOURTH
CHANGE





The last
paragraph of Section 7 of this agreement shall be amended in its entirety as
follows:





“Except
as otherwise provided in Section 2, 3, 4 or 5, as applicable, in the event that,
on or before the occurrence of the Qualifying Date, the Director’s service as a
director of the Bank is terminated for any reason other than the Director’s
voluntary resignation or death, then the provisions of Section 2 shall be deemed
applicable except that the Qualifying Date shall be deemed to be the date of
such termination of service as a Bank Director.  Notwithstanding the
foregoing, if a Director’s service is terminated following a Change in Control
as defined herein, the Director may elect to receive his benefits under this
Agreement in installments as set forth in Section 2 of this Agreement or the
Director may elect to receive the present value of his benefits under this
Agreement.  Said election must be in accordance with Section 13 of
this Agreement.  Subject to Section 13, the payment (or commencement)
of benefits following termination of service in connection with a Change in
Control shall begin within 10 days of the Director’s separation from service (as
defined under Section 409A of the Code) following a Change in
Control.”




FIFTH
CHANGE





Section 2
of the Agreement shall be deleted in its entirety and replaced with the
following new Section 2:





“The Bank
agrees that, except as otherwise specifically provided herein, upon the later to
occur of the Director’s 65th
birthday or January 1, 1999 (the “Qualifying Date”), the Bank will pay the
Director $4,088 per month for a continuous period of 120 months, unless the
Director elects to receive the present value of his benefit under this Section 2
in a single lump sum payment.  Said election must be made in
accordance with Section 13 of this Agreement.  The payment (or
commencement) of benefits under this Section 2 shall occur within 10 days of the
Qualifying Date. ”





Except as
expressly provided herein, the terms and conditions of the Agreement shall
remain in full force and effect and shall be binding on the parties hereto until
the expiration of the term of the Agreement.  Effectiveness of this
Amendment to the Agreement shall be conditioned upon approval by the Board of
Directors of the Bank (or appropriate committee thereof), and this Amendment to
the Director’s Deferred Compensation Plan Agreement shall become effective on
the later of date of such approval and execution by both parties
hereto.





IN WITNESS WHEREOF, the
parties have duly executed and delivered this Amendment to the Agreement, as of
the day and year first above written.





ATTEST:
                    
                    FIRST SOUTH BANK/s/ William L. Wall
                    
                    /s/ Marshall T.
SingletonVice
      Chairman of the BoardWITNESS:
                    
                    DIRECTOR/s/ William L. Wall
                    
                    /s/ Frederick N.
HolscherFrederick
      N. Holscher







Exhibit
10.5(a)(2)





AMENDMENT
TO


THE
DIRECTOR’S DEFERRED COMPENSATION PLAN AGREEMENT


BY
AND BETWEEN FIRST SOUTH BANK AND THOMAS A. VANN





This
Amendment to the Director’s Deferred Compensation Plan Agreement by and between
FIRST SOUTH BANK(the
“Bank”) and Thomas A.
Vann (the “Director”) is entered into as of December 26,
2008.




WHEREAS, the Director and the
Bank previously entered into a Director’s Deferred Compensation Plan Agreement
dated January 1, 1994 which was restated on December 14, 1995 and subsequently
amended (the “Agreement”); and




WHEREAS, the Director and the
Bank desire to amend the Agreement to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended.




NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the as
follows:





FIRST
CHANGE





All
references in the Agreement to New South Bancorp, Inc. shall be replaced with
First South Bancorp, Inc. and all references to Home Savings Bank, SSB shall be
replaced with First South Bank.





SECOND
CHANGE





Section 8
of the Agreement shall be amended by deleting the last three (3) paragraphs of
Section 8 which address the implementation of a grantor trust and the definition
of a Change in Control.





THIRD
CHANGE





The
following new Section 13 shall be added to the Agreement:





“Section
13. Section
409A





This
Agreement shall at all times be administered and the provisions of this
Agreement shall be interpreted consistent with the requirements of Section
409A.  For purposes of this Agreement, Section 409A shall refer to
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
the Treasury regulations and any other authoritative guidance issued
thereunder.  Any modification to the terms of this Agreement that
would inadvertently result in an additional tax liability on the part of the
Director shall have no effect, provided the change in the terms of the Agreement
are rescinded by the earlier of a date before the right is exercised (if the
change grants a discretionary right) and the last day of the calendar year
during which such change occurred.





On or
before December 31, 2008, if the Director wishes to change his or
her  election as to the form or timing of the payment under this
Agreement, the Director may do so by completing a Transition Relief Election
Form, provided that any such election (i) must be made prior to the Director’s
separation from service, (ii) shall not take effect before the date that is 12
months after the date the election is made, (iii) cannot apply to amounts that
would otherwise be payable in 2008 and may not cause an amount to be paid in
2008 that would otherwise be paid in a later year.





Changes
to elections under this Agreement after December 31, 2008: (i) may not
accelerate the payment of benefits, (ii) must be made at least 12 months prior
to the scheduled distribution date, and (iii) must postpone payment (or the
commencement of payments) for at least five (5) years from the scheduled
distribution date





Despite
any contrary provision of this Agreement, if, when a Director’s service
terminates, the Director is a “specified employee,” as defined in Section 409A
of the Code, and if any payments under this Agreement will result in additional
tax or interest to the Director because of Section 409A of the Code, the
Director shall not be entitled to the such payments until the earliest of (i)
the date that is at least six months after termination of the Director’s
employment for reasons other than the Director’s death, (ii) the date of the
Director’s death, or (iii) any earlier date that does not result in additional
tax or interest to the Director under Section 409A of the Code.





A
Director will be deemed to have a termination of service for purposes of
determining the timing of any payments under this Agreement only upon a
“separation from service” within the meaning of Section 409A of the
Code.”





FOURTH
CHANGE





The last
paragraph of Section 7 of this agreement shall be amended in its entirety as
follows:





“Except
as otherwise provided in Section 2, 3, 4 or 5, as applicable, in the event that,
on or before the occurrence of the Qualifying Date, the Director’s service as a
director of the Bank is terminated for any reason other than the Director’s
voluntary resignation or death, then the provisions of Section 2 shall be deemed
applicable except that the Qualifying Date shall be deemed to be the date of
such termination of service as a Bank Director.  Notwithstanding the
foregoing, if a Director’s service is terminated following a Change in Control
as defined herein, the Director may elect to receive his benefits under this
Agreement in installments as set forth in Section 2 of this Agreement or the
Director may elect to receive the present value of his benefits under this
Agreement.  Said election must be in accordance with Section 13 of
this Agreement.  Subject to Section 13, the payment (or commencement)
of benefits following termination of service in connection with a Change in
Control shall begin within 10 days of the Director’s separation from service (as
defined under Section 409A of the Code) following a Change in
Control.”




FIFTH
CHANGE





Section 2
of the Agreement shall be deleted in its entirety and replaced with the
following new Section 2:





“The Bank
agrees that, except as otherwise specifically provided herein, upon the later to
occur of the Director’s 65th
birthday or January 1, 1999 (the “Qualifying Date”), the Bank will pay the
Director $4,818 per month for a continuous period of 120 months, unless the
Director elects to receive the present value of his benefit under this Section 2
in a single lump sum payment.  Said election must be made in
accordance with Section 13 of this Agreement.  The payment (or
commencement) of benefits under this Section 2 shall occur within 10 days of the
Qualifying Date. ”





Except as
expressly provided herein, the terms and conditions of the Agreement shall
remain in full force and effect and shall be binding on the parties hereto until
the expiration of the term of the Agreement.  Effectiveness of this
Amendment to the Agreement shall be conditioned upon approval by the Board of
Directors of the Bank (or appropriate committee thereof), and this Amendment to
the Director’s Deferred Compensation Plan Agreement shall become effective on
the later of date of such approval and execution by both parties
hereto.





IN WITNESS WHEREOF, the
parties have duly executed and delivered this Amendment to the Agreement, as of
the day and year first above written.





ATTEST:
                    
                    FIRST SOUTH BANK/s/ William L. Wall
                    
                    /s/ Frederick N.
HolscherChairman
      of the BoardWITNESS:
                    
                    DIRECTOR/s/ William L. Wall
                    
                    /s/ Thomas A. VannThomas
      A. Vann