FIRST NATIONAL SOUTH
                          SALARY CONTINUATION AGREEMENT


         THIS  AGREEMENT is made this ____ day of , 1997,  by and between  FIRST
NATIONAL SOUTH, a national banking association located at 307 North Main Street,
Marion, South Carolina (the "Bank") and Chester A. Duke (the "Executive").

                                  INTRODUCTION

         To encourage the Executive to remain an employee of the Bank,  the Bank
is willing to provide salary  continuation  benefits to the Executive.  The Bank
will pay the benefits from its general assets.

                                    AGREEMENT

         The Executive and the Bank agree as follows:

                                    Article 1
                                   Definitions

         1.1 Definitions.  Whenever used in this Agreement,  the following words
and phrases shall have the meanings specified:

               1.1.1"Change  of Control"  means the transfer of more than 50% of
          the  Company's  outstanding  voting  common stock or if the Company is
          merged or  consolidated  with another  corporation  in an  acquisition
          transaction  or the Company sells  substantially  all of the assets of
          the  Company,  or the Bank which  employs the  Executive  is merged or
          consolidated  with another bank which is not owned at least 50% by the
          Company or its subsidiary or the Bank has a change of control in which
          more than 50% of the stock of the Bank is  acquired  or the Bank sells
          substantially all of its assets.

               1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.

               1.1.3 "Company" means M&M Financial Corporation, a South Carolina
          corporation,  which owns 100% of the outstanding  capital stock of the
          Bank.

               1.1.4 "Disability"  means the Executive's  inability to engage in
          any   substantial   gainful   activity  by  reason  of  any  medically
          determinable  physical or mental  impairment  which can be expected to
          result in death or which has lasted or can be  expected  to last for a
          continuous period of not less than twelve (12) months.


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               1.1.5 "Early  Termination"  means the  Termination  of Employment
          before Normal Retirement Age for reasons other than death, Disability,
          Termination for Cause or following a Change of Control.

               1.1.6 "Early  Termination  Date" means the month, day and year in
          which Early Termination occurs.

               1.1.7  "Normal   Retirement  Age"  means  the  Executive's   65th
          birthday.

               1.1.8  "Normal  Retirement  Date"  means the later of the  Normal
          Retirement Age or Termination of Employment.

               1.1.9  "Plan Year" means a 12 month  calendar  year.  The initial
          Plan Year shall begin as of August 1, 1997.

               1.1.10 "Termination for Cause" See Section 5.1(b).

               1.1.11  "Termination  of  Employment"  means  that the  Executive
          ceases to be employed by the Bank for any reason whatsoever other than
          by reason of a leave of absence  which is  approved  by the Bank.  For
          purposes of this Agreement,  if there is a dispute over the employment
          status of the Executive or the date of the Executive's  Termination of
          Employment,  the Bank shall have the sole and absolute right to decide
          the dispute.

                                    Article 2
                                Lifetime Benefits

         2.1 Normal  Retirement  Benefit.  Upon  Termination of Employment on or
after the Normal Retirement Age for reasons other than death, the Bank shall pay
to the Executive the benefit  described in this Section 2.1 in lieu of any other
benefit under this Agreement.

               2.1.1 Amount of Benefit.  The annual  benefit  under this Section
          2.1 is  $48,785,  increased  3% of the amount of such  benefit for the
          preceding  year,  each year between the date of this Agreement and the
          Executive's Normal Retirement Date.

               2.1.2 Payment of Benefit.  The Bank shall pay the annual  benefit
          to the Executive in 12 equal monthly installments payable on the first
          day of each month  commencing with the month following the Executive's
          Normal Retirement Date and continuing for 227 additional months.

               2.1.3 Benefit  Increases.  Commencing on the first anniversary of
          the  first  benefit   payment,   and  continuing  on  each  subsequent
          anniversary,  the Bank's Board of Directors,  in its sole  discretion,
          may increase the benefit.


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         2.2 Early Termination Benefit.  Upon Early Termination,  the Bank shall
pay to the  Executive  the benefit  described in this Section 2.2 in lieu of any
other benefit under this Agreement.

               2.2.1 Amount of Benefit.  The annual  benefit  under this Section
          2.2 is the  Early  Termination  Benefit  Payable  at 65 set  forth  in
          Schedule  A, for the Plan Year ending  immediately  prior to the Early
          Termination Date.

               2.2.2 Payment of Benefit.  The Bank shall pay the annual  benefit
          to the Executive in 12 equal monthly installments payable on the first
          day of each  month  commencing  with the month  following  the  Normal
          Retirement Date and continuing for 227 additional months.

               2.2.3  Benefit  Increases.  Benefit  payments may be increased as
          provided in Section 2.1.3.

         2.3 Disability Benefit. If the Executive  terminates  employment due to
Disability  prior to Normal  Retirement Age, the Bank shall pay to the Executive
the benefit  described  in this Section 2.3 in lieu of any other  benefit  under
this Agreement.

               2.3.1 Amount of Benefit.  The annual  benefit  under this Section
          2.3 is the Disability  Benefit  Payable  Immediately on Termination of
          Employment  as set  forth in  Schedule  A, for the  Plan  Year  ending
          immediately  prior  to the  date in which  Termination  of  Employment
          occurs.

               2.3.2 Payment of Benefit.  The Bank shall pay the annual  benefit
          amount to the  Executive in 12 equal monthly  installments  payable on
          the first day of each month  commencing  with the month  following the
          Termination of Employment and continuing for 227 additional months.

               2.3.3  Benefit  Increases.  Benefit  payments may be increased as
          provided in Section 2.1.3.

         2.4  Change of  Control  Benefit.  If the  Executive  is in the  active
service  of the Bank at the time of a Change of  Control,  the Bank shall pay to
the  Executive  the benefit  described  in this Section 2.4 in lieu of any other
benefit under this Agreement.

               2.4.1  Amount of  Benefit.  The  benefit is the  accrual  account
          balance at the Normal Retirement Age ($585,131) discounted to the date
          of the Change of Control at 8% compounded monthly.

               2.4.2  Payment of Benefit.  The Bank shall pay the benefit to the
          Executive in a lump sum within 60 days alter the date of the Change of
          Control.


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<PAGE>



                                    Article 3
                                 Death Benefits

         3.1 Death During Active  Service.  If the  Executive  dies while in the
active  service of the Bank, the Bank shall pay to the  Executive's  beneficiary
the benefit described in this Section 3.1. This benefit shall be paid in lieu of
the Lifetime Benefits of Article 2.

               3.1.1 Amount of Benefit.  The annual  benefit  under this Section
          3.1 is the  Normal  Retirement  Benefit  amount  described  in Section
          2.1.1,  calculated  as if the date of death was the Normal  Retirement
          Age.

               3.1.2 Payment of Benefit.  The Bank shall pay the annual  benefit
          to the  beneficiary  in 12 equal monthly  installments  payable on the
          first  day of each  month  commencing  with the  month  following  the
          Executive's death and continuing for 227 additional  months. 3.2 Death
          During  Benefit  Period.  If the  Executive  dies  after  the  benefit
          payments have commenced under this  Agreement,  the Bank shall pay the
          benefits to the  Executive's  beneficiary  at the same time and in the
          same  amounts as they would  have been paid to the  Executive  for the
          remainder  of the  nineteen  year  period  from  the  commencement  of
          benefits.

                                    Article 4
                                  Beneficiaries

         4.1   Beneficiary   Designations.   The  Executive  shall  designate  a
beneficiary  by filing a written  designation  with the Bank.  The Executive may
revoke  or  modify  the  designation  at any time by  filing a new  designation.
However,  designations  will only be  effective if signed by the  Executive  and
accepted  by  the  Bank  during  the  Executive's   lifetime.   The  Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is  subsequently  dissolved.  If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's surviving
spouse,  if any,  and if none,  to the  Executive's  surviving  children and the
descendants of any deceased child by right of representation, and if no children
or descendants  survive,  to the Executive's estate. If a beneficiary dies after
beginning to receive payments hereunder, then such payments shall continue to be
paid to the beneficiary's estate.

         4.2  Facility  of  Payment.  If a benefit is  payable to a minor,  to a
person  declared  incapacitated,  or  to a  person  incapable  of  handling  the
disposition  of his or her  property,  the  Bank  may pay  such  benefit  to the
guardian,  legal  representative  or person  having  the care or custody of such
minor,  incapacitated  person or incapable person. The Bank may require proof of
incapacity,  minority  or  guardianship  as it may  deem  appropriate  prior  to
distribution of the benefit.  Such distribution  shall completely  discharge the
Bank from all liability with respect to such benefit.



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<PAGE>



                                    Article 5
                               General Limitations

         5.1  Notwithstanding  any provision of this  Agreement to the contrary,
the Bank shall not pay any benefit under this Agreement:

               (a) To the  extent  the  benefit  would be an  "excess  parachute
          payment" as that term is defined under Section 28OG of the Code; or

               (b)  If  the  Bank  terminates  the  Executive's  employment  for
          "cause," which shall include:

                    (i) Gross negligence or gross neglect of duties;

                    (ii)  Commission  of  felony or of a  misdemeanor  involving
               moral turpitude; or

                    (iii) Fraud,  disloyalty,  dishonesty or wilful violation of
               any law or  significant  Bank policy or commission or omission of
               any act committed in connection with the  Executive's  employment
               and resulting in an adverse effect on the Bank.

         5.2 Competition After  Termination of Employment.  No benefits shall be
payable  if the  Executive  during a period  of three (3)  years  following  the
Executive's termination or retirement,  without the prior written consent of the
Bank,  engages in,  becomes  interested in,  directly or  indirectly,  as a sole
proprietor, as a partner in a partnership,  or as a substantial shareholder in a
corporation, or becomes associated with, in the capacity of employee,  director,
officer,  principal,  agent,  trustee or in any other capacity  whatsoever,  any
enterprise  conducted  in the  trading  area (a fifty  (50) mile  radius) of the
business of the Bank, which enterprise is, or may deemed to be, competitive with
any  business  carried  on by the  Bank  as of the  date of  termination  of the
Executive's employment or his retirement. This section shall not apply following
a Change of Control.

         5.3  Suicide  or  Misstatement.  No  benefits  shall be  payable if the
Executive commits suicide within two years after the date of this Agreement,  or
if the Executive has made any material  misstatement  of fact on any application
for life insurance purchased by the Bank.

                                    Article 6
                          Claims and Review Procedures

         6.1 Claims  Procedure.  The Bank shall notify any person or entity that
makes a claim against the Agreement (the  "Claimant") in writing,  within ninety
(90)  days  of  his or  her  written  application  for  benefits,  of his or her
eligibility or  noneligibility  for benefits  under the  Agreement.  If the Bank
determines that the Claimant is not eligible for benefits or full benefits,  the
notice shall set forth (1) the specific reasons for such denial,  (2) a specific
reference to the

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provisions of the Agreement on which the denial is based,  (3) a description  of
any additional information or material necessary for the Claimant to perfect his
or her claim,  and a description of why it is needed,  and (4) an explanation of
the Agreement's claims review procedure and other appropriate  information as to
the steps to be taken if the Claimant wishes to have the claim reviewed.  if the
Bank determines that there are special  circumstances  requiring additional time
to  make a  decision,  the  Bank  shall  notify  the  Claimant  of  the  special
circumstances  and the date by which a decision is expected to be made,  and may
extend the time for up to an additional ninety-day period.

         6.2 Review Procedure.  If the Claimant is determined by the Bank not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different  benefits,  the Claimant  shall have the  opportunity to
have such claim  reviewed  by the Bank by filing a petition  for review with the
Bank within sixty (60) days after receipt of the notice issued by the Bank. Said
petition shall state the specific  reasons which the Claimant  believes  entitle
him or her to benefits or to greater or  different  benefits.  Within sixty (60)
days  alter  receipt  by the Bank of the  petition,  the Bank  shall  afford the
Claimant (and counsel,  if any) an opportunity to present his or her position to
the Bank orally or in writing,  and the  Claimant  (or  counsel)  shall have the
right to review the pertinent  documents.  The Bank shall notify the Claimant of
its decision in writing within the sixty-day  period,  stating  specifically the
basis of its  decision,  written in a manner  calculated to be understood by the
Claimant and the specific  provisions  of the Agreement on which the decision is
based.  If,  because  of the need for a  hearing,  the  sixty-day  period is not
sufficient,  the decision may be deferred for up to another  sixty-day period at
the  election  of the Bank,  but notice of this  deferral  shall be given to the
Claimant.

                                    Article 7
                           Amendments and Termination

         This Agreement may be amended or terminated only by a written agreement
signed by the Bank and the Executive.

                                    Article 8
                                  Miscellaneous

         8.1 Binding  Effect.  This  Agreement  shall bind the Executive and the
Bank, and their beneficiaries,  survivors, executors, successors, administrators
and transferees.

         8.2 No Guarantee of  Employment.  This  Agreement is not an  employment
policy  or  contract  It does not give the  Executive  the  right to  remain  an
employee of the Bank,  nor does it interfere  with the Bank's right to discharge
the Executive.  It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.

         8.3 Non-Transferability.  Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

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         8.4 Tax  Withholding.  The  Bank  shall  withhold  any  taxes  that are
required to be withheld from the benefits provided under this Agreement.

         8.5  Applicable  Law. The Agreement and all rights  hereunder  shall be
governed  by the laws of the'  State of South  Carolina,  except  to the  extent
preempted by the laws of the United States of America.

         8.6 Unfunded  Arrangement.  The Executive and  beneficiary  are general
unsecured  creditors  of the  Bank  for  the  payment  of  benefits  under  this
Agreement.  The  benefits  represent  the mere  promise  by the Bank to pay such
benefits.  The rights to benefits are not subject in any manner to anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  attachment, or
garnishment  by creditors.  Any insurance on the  Executive's  life is a general
asset of the Bank to which the  Executive and  beneficiary  have no preferred or
secured claim.

         8.7  Recovery of Estate  Taxes.  If the  Executive's  gross  estate for
federal estate tax purposes  includes any amount  determined by reference to and
on  account  of  this  Agreement,  and if the  beneficiary  is  other  than  the
Executive's  estate,  then the  Executive's  estate shall be entitled to recover
from the beneficiary receiving such benefit under the terms of the Agreement, an
amount by which the total estate tax due by the Executive's estate,  exceeds the
total  estate tax which would have been payable if the value of such benefit had
not been included in the  Executive's  gross  estate.  If there is more than one
person receiving such benefit,  the right of recovery shall be against each such
person. In the event the beneficiary has a liability hereunder,  the beneficiary
may  petition  the Bank for a lump sum  payment  in an amount  not to exceed the
beneficiary's liability hereunder.

         8.8 Entire Agreement.  This Agreement  constitutes the entire agreement
between the Bank and the Executive as to the subject  matter  hereof.  No rights
are  granted  to the  Executive  by virtue of this  Agreement  other  than those
specifically set forth herein.

         8.9  Administration.  The Bank shall have powers which are necessary to
administer this Agreement, including but not limited to:

               (a) Interpreting the provisions of the Agreement;

               (b)  Establishing  and revising the method of accounting  for the
          Agreement;

               (c) Maintaining a record of benefit payments; and

               (d)  Establishing  rules and  prescribing  any forms necessary or
          desirable to administer the Agreement.

         IN WITNESS  WHEREOF,  the Executive and a duly  authorized Bank officer
have signed this Agreement.


                              [SIGNATURES OMITTED]




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<PAGE>


                             BENEFICIARY DESIGNATION


                              FIRST NATIONAL SOUTH

                          SALARY CONTINUATION AGREEMENT


                                 Chester A. Duke

I designate the following as  beneficiary of any death benefits under the Salary
Continuation Agreement:

Primary:------------------------------------------------------------------------
--------------------------------------------------------------------------------

Contingent:---------------------------------------------------------------------
--------------------------------------------------------------------------------


Note:             To name a trust as beneficiary, please provide the name of the
                  trustee(s) and the exact name and date of the trust agreement.

I understand  that I may change these  beneficiary  designations by filing a new
written  designation  with the Bank I further  understand that the  designations
will be automatically  revoked if the beneficiary  predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.


Signature-----------------------

Date----------------------------


Accepted by the Bank this ---- day of ------------- 199--


By -------------------------

Title ----------------------


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                              FIRST NATIONAL SOUTH

                          SALARY CONTINUATION AGREEMENT

                                   SCHEDULE A


                                 Chester A. Duke


                                    Early Termination            Disability

     Plan          Accrual               Benefit                   Benefit

     Year          Balance            Payable at 65          Payable Immediately

       1           $44,247               $7,928                    $4,537

       2           93,751                15,511                     9,613

       3           149,353               22,816                    15,315

       4           212,135               29,924                    21,752

       5           283,574               36,936                    29,078

       6           365,877               44,003                    37,517

       7           462,954               51,411                    47,471

       8           585,131               59,999                    59,999





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