STATE OF SOUTH CAROLINA                              )
                                                     )     EMPLOYMENT AGREEMENT
COUNTY OF MARION                                     )


         THIS AGREEMENT is made between Chester A. Duke, residing at 402 S. Main
Street,  Marion,  South  Carolina  29571,  herein  referred  to as  Employee  or
President,  and Marion National  Corporation,  herein referred to as Employer or
Corporation,  whose principal  place of business is 301 N. Main Street,  Marion,
South Carolina 29571.

         WHEREAS,  Employer is a National flank  Corporation  duly organized and
existing  under the laws of the United  States of America,  operating  and doing
business in South Carolina; and

         WHEREAS,  Employer  and  Employee  desire to  contract  with each other
because of employee's  experience in matters of banking and his knowledge of the
people of this community and state;

         NOW,  THEREFORE,  for the reasons set forth above, and in consideration
of the mutual  covenants  and  promises  of the  parties  hereto,  employer  and
employee agree as follows;

         TERM OF CONTRACT:

         The term of  employment  shall be four (4) years and shall  commence on
January 1, 1987. Additionally,  on each annual anniversary date from the date of
commencement  of this agreement the term of employment  shall  automatically  be
extended  for an  additional  one (1) year  period  beyond  the  then  effective
expiration date. However, upon written notice being given by either party to the
other party the employment may be limited to four (4) years from the date of the
notice.  Also,  when  employee  reaches  the age of  sixty-one  (61)  years  the
automatic extension of one (1) additional year per annum shall cease.

         The duties of President shall be performed at offices located in Marion
County,  South Carolina,  except as the President shall from time Lo time attend
meetings, conferences and attend to other business of the Corporation.

         DUTIES:

         The duties of The President of The Corporation are as follows:

          A.   Serve as Chief Executive officer of the Corporation.

          B.   Direct   activities   of  other   officers  of  Marion   National
               Corporation  in  performance   of  their   responsibilities   and
               functions.

          C.   Establish Corporation objectives, policies and plans.

          D.   Administer Board of Directors policies.

                                       1
<PAGE>




          E.   Promote public relations activities of the Corporation.

          F.   Maintain proper attitude toward work responsibilities,  including
               courteous and cooperative relationships with customers and fellow
               employees.

          G.   Perform other duties as applicable or as directed by the Board of
               Directors.

          H.   Carry the title of President and Chief Executive Officer.

          I.   Report to the Board of Directors.

         Employee  shall devote his best  efforts to Employer and shall  conduct
himself in a proper manner.  Hours of employment shall be as circumstances shall
reasonably dictate,  taking into consideration the various civic,  community and
public relations activities of the position.

         Employee may serve on such boards and committees as he desires to serve
upon,  provided the time  required  for such  service does not have  significant
adverse  affect  upon  employee's  job  performance  and  provided  the Board of
Directors do not object.

         OFFICE:

         President  shall be provided such working as shall be appropriate for a
President of comparable corporations and financial institutions  including,  but
not limited to, an executive  office  appropriately  located and furnished and a
late model automobile properly equipped and maintained.

         Corporation shall provide President qualified  administrative assistant
together appropriate supplies and equipment and office.

         COMPENSATION:

         (a) Corporation shall pay President an annual salary  commensurate with
salary for comparable  positions within the industry.  This salary is to be paid
exclusive of the insurance,  retirement,  expense  allocations and other matters
set forth in this Agreement.

         (b) If the  President  is unable to work due to illness  or injury,  he
shall be compensated on the basis of his regular salary,  less disability income
benefits, for a period not to exceed ninety (90) days. If the incapacity exceeds
ninety (90) days and the  President is unable to perform his duties,  his salary
shall then be reduced by 50% of his  regular  monthly  salary,  less  disability
income benefits, for a period not to exceed six (6) months from the beginning of
the illness or injury which caused the President to be unable to work. After the
period of six (6) months if the  President  is unable to perform his duties this
contract  shall  terminate and all duties and  obligations  of each party to the
other as provided for in this agreement shall end and this agreement shall be of
no further force or effect.

                                        2

<PAGE>




         In the event  employer  merges  with  another  entity  or is  purchased
through voluntary or involuntary takeover, the continuity of salary of President
shall be maintained  at equal or greater  level than the salary  existing at the
time of merger  or  purchase,  regardless  of duties  performed,  if any,  for a
minimum period of four (4) years from date of merger or acquisition, except that
should such event occur after employee  reaches the age of sixty-one (61) years,
this employer  obligation  shall terminate at the end of the contract year which
coincides with employee's sixty- fifth birthday.  It is further provided that if
after such merger or takeover Employee voluntarily resigns and obtains any other
employment or receives  compensation  as an advisor or consultant from any other
entity then all further obligations of Corporation to Employee to pay Employee's
salary shall be ended.

         Provided, however, that the payments made hereunder shall be reduced in
such amounts as is necessary to ensure that the  aggregate  present value of all
payments made to the employee which are described in Section  280G(b) (2) of the
Internal  Revenue Code of 1954, as amended,  as such present value is calculated
under Section 280G(d) (4)' does not exceed 300% of the employee's base amount as
defined in Section 280G(b) (3) (A).

         OTHER BENEFITS:

         President  shall receive fringe  benefits  during the contract  period,
paid  for by the  Corporation.  These  benefits  may  change  from  time to time
depending  upon  availability,  re-evaluation,  group  alteration  of terms  and
similar  blanket  revisions.  However,  the  unavoidable  deletion of any of the
following  shall be offset by the addition of a  comparable  benefit so that the
present level of these benefits will be maintained as a minimum.
Included in this group are the following:

          A.   Group hospitalization insurance.

          B.   Major medical coverage.

          C.   Group life insurance.

          D.   Group disability insurance.

         In addition to the other matters set forth in this agreement,  employer
shall pay  employee  for actual  expenses  for travel,  meals and lodging  while
employee  is on  Corporation  business,  and  where  the  expenses  are known in
advance,  payment  shall  be made  in  advance,  if  desired  by the  President,
otherwise to be paid in the customary  manner upon the usual  documentation  for
the expenses incurred.

         RETIREMENT PLAN:

         Upon  retirement,  President shall receive  remuneration as outlined in
the present pension plan, or any other plan made in addition, supplementation or
substitution of existing plans.

                                        3

<PAGE>




         VACATIONS AND HOLIDAYS:

         President shall receive  annually three (3) weeks of paid vacation,  to
be used jointly or severally at the discretion of employee,  notwithstanding the
requirements set forth by Banking Law applicable to this matter.

         DURABILITY OF AGREEMENT:

         This Agreement,  for valuable consideration mutually given and mutually
received, shall transcend any sale, merger, takeover or transformation of Marion
National  Corporation,  its successors and assigns,  whether such  transition is
voluntary or involuntary  and this Agreement  shall be binding upon employer and
employee in all particulars.

AGREEMENT NOT TO COMPETE:

         Employee, upon the event of his voluntary retirement during the term of
this  agreement,  or upon his breach of the  agreement,  shall not compete  with
employer by taking a similar  position with another banking  institution  within
the County of Marion, South Carolina, for a period of two (2) years.

         MODIFICATION:

         Any  alteration  of  this  Agreement  shall  be  in  writing  duly  and
voluntarily executed by the parties hereto.

         This  document  constitutes  the complete  agreement by and between the
parties hereto.

         Any  differences,  claims,  or matters in dispute  between  the parties
arising out of this  agreement or connected  therewith,  shall be  determined by
South Carolina Law.

         IN  WITNESS  WHEREOF  and  pursuant  to  action  taken by the  Board of
Directors of Marion  National  Corporation  the  foregoing  instrument  has been
executed in duplicate this 8th day of July, 1986.


                              [SIGNATURES OMITTED]


                                        4