Messrs.  Johnson,  Sligh,  Owen,  Livingston  and Wiseman  each  entered  into a
Retirement  Agreement with Newberry  Federal Savings Bank on November 1, 2002. A
form of the  Retirement  Agreement is filed  herewith,  along with a schedule of
benefits for each individual.




<PAGE>

                          NEWBERRY FEDERAL SAVINGS BANK
                          DIRECTOR RETIREMENT AGREEMENT

     THIS  AGREEMENT is adopted this 1st day of November,  2002,  by and between
NEWBERRY  FEDERAL  SAVINGS BANK, a  federally-chartered  savings bank located in
Newberry, South Carolina (the "Bank"), and ________________(the "Director").


                                  INTRODUCTION

     To  encourage  the  Director to remain a director of the Bank,  the Bank is
willing to provide retirement income benefits to the Director. The Bank will pay
the benefits from its general assets.


                                    AGREEMENT

     The Bank and the Director agree as follows:

                                    Article 1
                                   Definitions

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

     1.1 "Benefit Amount" means $18,000.

     1.2  "Change  of  Control"  means  with  respect  to the Bank or  Dutchfork
Bancshares,  Inc. (the  "Company"),  an event of a nature that: (i) results in a
Change of Control  of the Bank or the  Company  within  the  meaning of the Home
Owners' Loan Act of 1933, as amended and the Rules and  Regulations  promulgated
by the Office of Thrift Supervision  ("OTS") (or its predecessor  agency), as in
effect on the date hereof;  or (ii) without  limitation such a Change of Control
shall be deemed to have  occurred at such time as (A) any  "person" (as the term
is used in  Sections  13(d) and 14(d) of the  Exchange  Act) is or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly,  of voting securities of the Bank or the Company representing 25%
or more of the Bank's or the Company's outstanding voting securities or right to
acquire such securities  except for any voting  securities of the Bank purchased
by the Company and any voting securities  purchased by any employee benefit plan
of the Company or its Subsidiaries,  or (B) individuals who constitute the Board
on the date hereof (the "Incumbent Board") cease for any reason to constitute at
least  a  majority  thereof,  provided  that  any  person  becoming  a  director
subsequent to the date hereof whose  election was approved by a vote of at least
three-quarters  of the  directors  comprising  the  Incumbent  Board,  or  whose
nomination  for  election  by  the  Company's  stockholders  was  approved  by a
Nominating  Committee  solely  composed  of members  which are  Incumbent  Board
members, shall be, for purposes of this clause (B), considered as though he were
a  member  of the  Incumbent  Board,  or (C) a plan of  reorganization,  merger,
consolidation,  sale of all







                                        1
<PAGE>

or  substantially  all  the  assets  of the  Bank  or  the  Company  or  similar
transaction  is  consummated  in which the Bank or Company is not the  resulting
entity.

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

     1.4  "Disability"  means any mental or physical  condition  with respect to
which the Director  qualifies  for and  receives  benefits for under a long-term
disability  plan of the Bank,  or in the absence of such a long-term  disability
plan or coverage under such a plan, "Disability" shall mean a physical or mental
condition which, in the sole discretion of the Board of Directors, is reasonably
expected to be of indefinite duration and to substantially  prevent the Director
from fulfilling his or her duties or responsibilities  to Dutchfork  Bancshares,
Inc. or the Bank.

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

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

     1.7 "Effective Date" means November 1, 2002.

     1.8 "Normal Retirement Age" means the later of the final day (October 31st)
of the Plan Year in which the Director's  70th birthday  occurs or the final day
(October 31st) of the fifth Plan Year after the Effective Date.

     1.9 "Normal  Retirement Date" means the later of the Normal  Retirement Age
or Termination of Service.

     1.10 "Plan Year" means a twelve-month period commencing on November 1st and
ending on  October  31st of the  following  year.  The  initial  Plan Year shall
commence on the Effective Date of this Agreement.

     1.11 "Termination for Cause" See Section 5.2.

     1.12 "Termination of Service" means that the Director ceases to be a member
of the board of directors of the Bank for any reason,  voluntary or involuntary,
other than by reason of a leave of absence  approved by the Bank or the board of
directors.

     1.13 "Vesting Percentage" means one hundred percent (100%).





                                       2
<PAGE>


                                    Article 2
                                Lifetime Benefits

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

          2.1.1 Amount of Benefit.  The annual benefit under this Section 2.1 is
     the Benefit Amount.

          2.1.2 Payment of Benefit. The Bank shall pay the annual benefit to the
     Director  in 12  equal  monthly  installments  commencing  with  the  month
     following the Director's  Normal Retirement Date, paying the annual benefit
     to the Director for a period of ten years.

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

          2.2.1  Amount of Benefit.  The benefit  under this  Section 2.2 is the
     Early Termination  Annual Benefit set forth in Schedule A for the Plan Year
     ending  immediately  prior to the Early Termination Date (except during the
     first  Plan  Year,  the  benefit  is the amount set forth for Plan Year 1),
     determined by multiplying  the Accrual  Balance set forth in Schedule A for
     the Plan Year ending immediately prior to the Early Termination Date by the
     Vesting  Percentage.  Any increase in the Benefit  Amount would require the
     recalculation  of the Early  Termination  Annual Benefit on Schedule A. The
     benefit is  determined  by  calculating  a one hundred  twenty  month fixed
     annuity from the vested Accrual Balance,  crediting  interest on the unpaid
     balance at an annual rate of eight percent, compounded monthly.

          2.2.2 Payment of Benefit. The Bank shall pay the annual benefit to the
     Director  in 12  equal  monthly  installments  commencing  with  the  month
     following  the Normal  Retirement  Age,  paying  the annual  benefit to the
     Director for a period of ten years.

     2.3  Disability   Benefit.  If  the  Director  terminates  service  due  to
Disability  prior to Normal  Retirement  Age,  other than  following a Change of
Control,  the Bank  shall pay to the  Director  the  benefit  described  in this
Section 2.3 in lieu of any other Lifetime Benefits under this Agreement.

          2.3.1  Amount of Benefit.  The benefit  under this  Section 2.3 is the
     Disability  Annual Benefit set forth in Schedule A for the Plan Year ending
     immediately  prior to the date in which the  Termination  of Service occurs
     (except during the first Plan Year, the benefit is the amount set forth for
     Plan Year 1),  determined  by vesting  the  Director  in 100 percent of the
     Accrual  Balance.  Any  increase in the Benefit  Amount  would  require the
     recalculation of the Disability  Annual Benefit on Schedule A. This benefit
     is determined by  calculating a one hundred twenty month fixed annuity from
     the Accrual Balance  crediting  interest on the unpaid balance at an annual
     rate of eight percent, compounded monthly.







                                       3
<PAGE>

          2.3.2 Payment of Benefit. The Bank shall pay the annual benefit to the
     Director  in 12  equal  monthly  installments  commencing  with  the  month
     following  the Normal  Retirement  Age,  paying  the annual  benefit to the
     Director for a period of ten years.

     2.4 Change of Control  Benefit.  Upon  Termination  of Service  following a
Change of Control,  the Bank shall pay to the Director the benefit  described in
this Section 2.4 in lieu of any other Lifetime Benefits under this Agreement.

          2.4.1  Amount of Benefit.  The benefit  under this  Section 2.4 is the
     Change of Control  Annual Benefit set forth in Schedule A for the Plan Year
     ending immediately prior to the date in which Termination of Service occurs
     (except during the first Plan Year, the benefit is the amount set forth for
     Plan Year 1), determined by vesting the Director in the Benefit Amount. Any
     increase in the Benefit  Amount  would  require  the  recalculation  of the
     Change of Control Annual Benefit on Schedule A.

          2.4.2 Payment of Benefit. The Bank shall pay the annual benefit to the
     Director  in 12  equal  monthly  installments  commencing  with  the  month
     following  the Normal  Retirement  Age,  paying  the annual  benefit to the
     Director for a period of ten years.


                                    Article 3
                                 Death Benefits

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

          3.1.1  Amount of Benefit.  The benefit  under this  Section 3.1 is the
     Accrual  Balance  set  forth  in  Schedule  A  for  the  Plan  Year  ending
     immediately prior to the date of the Director's death.

          3.1.2  Payment  of  Benefit.  The Bank  shall pay the  benefit  to the
     Director's  beneficiary  in  a  lump  sum  within  90  days  following  the
     Director's death.

     3.2 Death During Payment of a Lifetime Benefit.  If the Director dies after
any Lifetime  Benefit  payments have  commenced  under this Agreement but before
receiving all such payments, the Bank shall pay the remaining Accrual Balance at
the time of the  Director's  death to the  Director's  beneficiary in a lump sum
within 90 days of the Director's death.

     3.3 Death After  Termination  of Service  But Before  Payment of a Lifetime
Benefit Commences.  If the Director is entitled to a Lifetime Benefit under this
Agreement, but dies prior to the commencement of said benefit payments, the Bank
shall  pay the  Accrual  Balance  at the  time of the  Director's  death  to the
Director's  beneficiary  in a lump sum within 90 days of the  Director's  death.





                                       4
<PAGE>

                                   Article 4
                                  Beneficiaries

     4.1 Beneficiary Designations. The Director shall designate a beneficiary by
filing a written  designation  with the Bank.  The Director may revoke or modify
the designation at any time by filing a new designation.  However,  designations
will only be effective if signed by the Director and received by the Bank during
the Director's lifetime. The Director's beneficiary  designation shall be deemed
automatically  revoked if the beneficiary  predeceases  the Director,  or if the
Director  names a  spouse  as  beneficiary  and  the  marriage  is  subsequently
dissolved.  If the Director dies without a valid  beneficiary  designation,  all
payments shall be made to the Director's estate.

     4.2  Facility of Payment.  If a benefit is payable to a minor,  to a person
declared  incompetent,  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,  incompetent
person or incapable person. The Bank may require proof of incompetence, 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.

                                    Article 5
                               General Limitations

     5.1 Suicide or Misstatement.  The Bank shall not pay any benefit under this
Agreement if the Director  commits  suicide within three years after the date of
this  Agreement.  In  addition,  the Bank shall not pay any  benefit  under this
Agreement  if the  Director  has made any  material  misstatement  of fact on an
employment application or resume provided to the Bank, or on any application for
any benefits provided by the Bank to the Director.

     5.2 Termination for Cause.  Notwithstanding any provision of this Agreement
to the contrary,  the Bank shall not pay any benefit under this Agreement if the
Bank terminates the Director's service for:

          (a) Gross negligence or gross neglect of duties;

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

          (c)  Misconduct,  any  breach of  fiduciary  duty  involving  personal
     profit,  intentional  failure to perform stated duties or willful violation
     of any law, rule, regulation (other than traffic violations) or final cease
     and desist order; or

          (d) A  significant  violation of Bank policy  committed in  connection
     with the Director's service and resulting in an adverse effect on the Bank.







                                       5
<PAGE>


                                    Article 6
                          Claims and Review Procedures

     6.1 Claims Procedure.  The Director or beneficiary ("claimant") who has not
received  benefits  under the Plan that he or she believes  should be paid shall
make a claim for such benefits as follows:

          6.1.1  Initiation - Written Claim.  The claimant  initiates a claim by
     submitting to the Bank a written claim for the benefits.

          6.1.2 Timing of Bank Response. The Bank shall respond to such claimant
     within 90 days after  receiving  the  claim.  If the Bank  determines  that
     special circumstances require additional time for processing the claim, the
     Bank can extend the response  period by an  additional 90 days by notifying
     the  claimant in writing,  prior to the end of the initial  90-day  period,
     that an  additional  period is required.  The notice of extension  must set
     forth the special  circumstances  and the date by which the Bank expects to
     render its decision.

          6.1.3 Notice of Decision. If the Bank denies part or all of the claim,
     the Bank shall  notify the  claimant  in writing of such  denial.  The Bank
     shall write the notification in a manner calculated to be understood by the
     claimant. The notification shall set forth:

          (a) The specific reasons for the denial,

          (b) A reference  to the specific  provisions  of the Plan on which the
     denial is based,

          (c) A description of any additional  information or material necessary
     for the  claimant  to  perfect  the claim and an  explanation  of why it is
     needed,

          (d) An explanation of the Plan's review procedures and the time limits
     applicable to such procedures, and

          (e) A statement of the claimant's  right to bring a civil action under
     ERISA Section 502(a) following an adverse benefit determination on review.



     6.2 Review  Procedure.  If the Bank  denies  part or all of the claim,  the
claimant  shall have the  opportunity  for a full and fair review by the Bank of
the denial, as follows:

          6.2.1  Initiation  - Written  Request.  To initiate  the  review,  the
     claimant,  within 60 days after receiving the Bank's notice of denial, must
     file with the Bank a written request for review.

          6.2.2 Additional  Submissions - Information Access. The claimant shall
     then have the opportunity to submit written  comments,  documents,  records
     and other  information  relating to the claim.  The Bank shall also provide
     the claimant,  upon request and free of charge,  reasonable  access to, and
     copies  of, all  documents,  records  and other  information  relevant  (as
     defined  in  applicable  ERISA  regulations)  to the  claimant's  claim for
     benefits.



                                       6
<PAGE>

          6.2.3  Considerations on Review.  In considering the review,  the Bank
     shall take into account all materials and information the claimant  submits
     relating  to the claim,  without  regard to whether  such  information  was
     submitted or considered in the initial benefit determination.

          6.2.4 Timing of Bank  Response.  The Bank shall  respond in writing to
     such claimant within 60 days after receiving the request for review. If the
     Bank  determines  that special  circumstances  require  additional time for
     processing  the  claim,  the Bank can  extend  the  response  period  by an
     additional 60 days by notifying  the claimant in writing,  prior to the end
     of the initial 60-day period,  that an additional  period is required.  The
     notice of extension must set forth the special  circumstances  and the date
     by which the Bank expects to render its decision.

          6.2.5  Notice of  Decision.  The Bank  shall  notify the  claimant  in
     writing of its decision on review. The Bank shall write the notification in
     a manner  calculated to be understood  by the  claimant.  The  notification
     shall set forth:

               (a) The specific reasons for the denial,

               (b) A reference to the specific  provisions  of the Plan on which
          the denial is based,

               (c) A statement  that the  claimant is entitled to receive,  upon
          request and free of charge,  reasonable  access to, and copies of, all
          documents,  records  and other  information  relevant  (as  defined in
          applicable  ERISA  regulations) to the claimant's  claim for benefits,
          and

               (d) A statement of the  claimant's  right to bring a civil action
          under ERISA Section 502(a).

                                    Article 7
                           Amendments and Termination

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

                                    Article 8
                                  Miscellaneous

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

     8.2 No Guarantee of Service.  This Agreement is not an employment policy or
contract.  It does not give the  Director  the right to remain a director of the
Bank,  nor does it interfere  with the  shareholders'  rights to  discharge  the
Director.  It also  does not  require  the  Director  to remain a  director  nor
interfere  with the Director's  right to terminate  service as a director at any
time.





                                       7
<PAGE>

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

     8.4  Reorganization.  The Bank shall not merge or consolidate  into or with
another  company,  or  reorganize,  or sell  substantially  all of its assets to
another company,  firm, or person unless such succeeding or continuing  company,
firm, or person agrees to assume and discharge the obligations of the Bank under
this  Agreement.  Upon the occurrence of such event,  the term "Bank" as used in
this Agreement shall be deemed to refer to the successor or survivor company.

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

     8.6  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.

     8.7  Unfunded  Arrangement.   The  Director  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  Director's  life is a general
asset of the Bank to which the  Director  and  beneficiary  have no preferred or
secured claim.

     8.8 Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the Bank and the Director as to the subject matter hereof. No rights are
granted  to  the  Director  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)  Establishing  and  revising  the  method  of  accounting  for the
               Agreement;

          (b)  Maintaining a record of benefit payments;

          (c)  Establishing   rules  and  prescribing  any  forms  necessary  or
               desirable to administer the Agreement; and

          (d)  Interpreting the provisions of the Agreement.

     8.10  Named  Fiduciary.  The Bank  shall be the  named  fiduciary  and plan
administrator under this Agreement. It may delegate to others certain aspects of
the  management  and  operational  responsibilities  including the employment of
advisors and the delegation of ministerial duties to qualified individuals.









                                       8
<PAGE>

     IN WITNESS WHEREOF, the Director and the Bank have signed this Agreement.

                                                   NEWBERRY FEDERAL SAVINGS BANK


__________________________________                 By  _________________________

                                                   Title  ______________________




                                       9
<PAGE>



                             BENEFICIARY DESIGNATION

                          NEWBERRY FEDERAL SAVINGS BANK
                          DIRECTOR RETIREMENT AGREEMENT
                          _____________________________

     I designate the following as  beneficiary  of any death benefits under this
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 ith 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 and our marriage is subsequently dissolved.


Signature   ______________________________

Date   __________________________________



Received by the Bank this ______ day of _________________, 2003.


By  ____________________________________

Title  __________________________________


                                       10
<PAGE>


                          NEWBERRY FEDERAL SAVINGS BANK
                              JAMES THOMAS JOHNSON
                          Director Retirement Agreement
                                   Schedule A
<TABLE>
<CAPTION>

                                                  Early                            Early          Change of        Disability
     Plan                                      Termination      Vested          Termination        Control           Annual
     Year         Benefit        Accrual         Vesting        Accrual       Annual Benefit    Annual Benefit      Benefit
    Ending         Level         Balance        Schedule        Balance        Payable at 70    Payable at 70    Payable at 70
<S>     <C>           <C>              <C>        <C>                <C>             <C>             <C>               <C>
    Oct-03            18,000          5,030       100%              5,030            2,051           18,000            2,051
    Oct-04            18,000         10,478       100%             10,478            3,945           18,000            3,945
    Oct-05            18,000         16,378       100%             16,378            5,694           18,000            5,694
    Oct-06            18,000         22,768       100%             22,768            7,309           18,000            7,309
    Oct-07            18,000         29,688       100%             29,688            8,800           18,000            8,800
    Oct-08            18,000         37,183       100%             37,183           10,177           18,000           10,177
    Oct-09            18,000         45,299       100%             45,299           11,448           18,000           11,448
    Oct-10            18,000         54,090       100%             54,090           12,622           18,000           12,622
    Oct-11            18,000         63,609       100%             63,609           13,706           18,000           13,706
    Oct-12            18,000         73,919       100%             73,919           14,707           18,000           14,707
    Oct-13            18,000         85,085       100%             85,085           15,631           18,000           15,631
    Oct-14            18,000         97,177       100%             97,177           16,485           18,000           16,485
    Oct-15            18,000        110,273       100%            110,273           17,272           18,000           17,272
    Oct-16            18,000        124,456       100%            124,456           18,000           18,000           18,000
</TABLE>








                                       11
<PAGE>


                          NEWBERRY FEDERAL SAVINGS BANK
                                 STEVE P. SLIGH
                          Director Retirement Agreement
                                   Schedule A
<TABLE>
<CAPTION>

                                                  Early                            Early          Change of        Disability
     Plan                                      Termination      Vested          Termination        Control           Annual
     Year         Benefit        Accrual         Vesting        Accrual       Annual Benefit    Annual Benefit      Benefit
    Ending         Level         Balance        Schedule        Balance        Payable at 70    Payable at 70    Payable at 70
<S>     <C>           <C>              <C>        <C>                <C>             <C>             <C>                <C>
    Oct-03            18,000          3,588       100%              3,588            1,859           18,000            1,859
    Oct-04            18,000          7,475       100%              7,475            3,575           18,000            3,575
    Oct-05            18,000         11,684       100%             11,684            5,160           18,000            5,160
    Oct-06            18,000         16,242       100%             16,242            6,623           18,000            6,623
    Oct-07            18,000         21,178       100%             21,178            7,974           18,000            7,974
    Oct-08            18,000         26,524       100%             26,524            9,222           18,000            9,222
    Oct-09            18,000         32,314       100%             32,314           10,374           18,000           10,374
    Oct-10            18,000         38,585       100%             38,585           11,437           18,000           11,437
    Oct-11            18,000         45,376       100%             45,376           12,420           18,000           12,420
    Oct-12            18,000         52,730       100%             52,730           13,326           18,000           13,326
    Oct-13            18,000         60,695       100%             60,695           14,164           18,000           14,164
    Oct-14            18,000         69,321       100%             69,321           14,937           18,000           14,937
    Oct-15            18,000         78,664       100%             78,664           15,651           18,000           15,651
    Oct-16            18,000         88,781       100%             88,781           16,310           18,000           16,310
    Oct-17            18,000         99,738       100%             99,738           16,919           18,000           16,919
    Oct-18            18,000        111,605       100%            111,605           17,481           18,000           17,481
    Oct-19            18,000        124,456       100%            124,456           18,000           18,000           18,000
</TABLE>




                                       12
<PAGE>







                          NEWBERRY FEDERAL SAVINGS BANK
                                ROBERT LIVINGSTON
                          Director Retirement Agreement
                                   Schedule A

<TABLE>
<CAPTION>
                                                  Early                            Early          Change of        Disability
     Plan                                      Termination      Vested          Termination        Control           Annual
     Year         Benefit        Accrual         Vesting        Accrual       Annual Benefit    Annual Benefit      Benefit
    Ending         Level         Balance        Schedule        Balance        Payable at 70    Payable at 70    Payable at 70
<S>     <C>           <C>             <C>         <C>               <C>              <C>             <C>               <C>
    Oct-03            18,000          9,842       100%              9,842            2,694           18,000            2,694
    Oct-04            18,000         20,502       100%             20,502            5,181           18,000            5,181
    Oct-05            18,000         32,046       100%             32,046            7,478           18,000            7,478
    Oct-06            18,000         44,548       100%             44,548            9,599           18,000            9,599
    Oct-07            18,000         58,087       100%             58,087           11,557           18,000           11,557
    Oct-08            18,000         72,751       100%             72,751           13,365           18,000           13,365
    Oct-09            18,000         88,632       100%             88,632           15,035           18,000           15,035
    Oct-10            18,000        105,830       100%            105,830           16,577           18,000           16,577
    Oct-11            18,000        124,456       100%            124,456           18,000           18,000           18,000
</TABLE>



                                       13
<PAGE>





                          NEWBERRY FEDERAL SAVINGS BANK
                                 ROBERT W. OWEN
                          Director Retirement Agreement
                                   Schedule A

<TABLE>
<CAPTION>
                                                  Early                            Early          Change of        Disability
     Plan                                      Termination      Vested          Termination        Control           Annual
     Year         Benefit        Accrual         Vesting        Accrual       Annual Benefit    Annual Benefit      Benefit
    Ending         Level         Balance        Schedule        Balance        Payable at 70    Payable at 70    Payable at 70
<S>     <C>           <C>            <C>          <C>               <C>              <C>             <C>                <C>
    Oct-03            18,000         21,088       100%             21,088            4,196           18,000            4,196
    Oct-04            18,000         43,926       100%             43,926            8,070           18,000            8,070
    Oct-05            18,000         68,660       100%             68,660           11,647           18,000           11,647
    Oct-06            18,000         95,447       100%             95,447           14,950           18,000           14,950
    Oct-07            18,000        124,456       100%            124,456           18,000           18,000           18,000
</TABLE>








                                       14
<PAGE>




                          NEWBERRY FEDERAL SAVINGS BANK
                              JAMES E. WISEMAN, JR.
                          Director Retirement Agreement
                                   Schedule A

<TABLE>
<CAPTION>
                                                  Early                            Early          Change of        Disability
     Plan                                      Termination      Vested          Termination        Control           Annual
     Year         Benefit        Accrual         Vesting        Accrual       Annual Benefit    Annual Benefit      Benefit
    Ending         Level         Balance        Schedule        Balance        Payable at 70    Payable at 70    Payable at 70
<S>     <C>           <C>            <C>          <C>               <C>              <C>             <C>                <C>
    Oct-03            18,000         21,088       100%              21,088           4,196           18,000            4,196
    Oct-04            18,000         43,926       100%              43,926           8,070           18,000            8,070
    Oct-05            18,000         68,660       100%              68,660          11,647           18,000           11,647
    Oct-06            18,000         95,447       100%              95,447          14,950           18,000           14,950
    Oct-07            18,000        124,456       100%             124,456          18,000           18,000           18,000
</TABLE>







                                       15