DUTCHFORK BANCSHARES, INC.
                            NONCOMPETITION AGREEMENT


     This Noncompetition  Agreement (the "Agreement") is entered into as of July
29,  2003,  by  and  between  DutchFork  Bancshares,  Inc.  (the  "Company"),  a
corporation  organized  under the laws of the State of Delaware  and the holding
company for Newberry  Federal  Savings  Bank (the  "Bank"),  with its  principal
offices at 1735 Wilson  Road,  Newberry,  South  Carolina  29108,  and J. Thomas
Johnson (the "Executive").

     WHEREAS,  the  Executive is the  Chairman of the Board and Chief  Executive
Officer of the Company and the Bank; and

     WHEREAS,  the parties hereto  acknowledge that Executive  occupies a unique
position of trust and confidence with respect to the Company and the Bank; and

     WHEREAS,  the parties further acknowledge that, by virtue of said position,
the Executive has acquired significant knowledge relating to the business of the
Company and the Bank; and

     WHEREAS,  the Board of Directors  recognizes  that  current  noncompetition
provisions of the Executive's  employment  agreement are insufficient to protect
the Company in the event of a termination of employment by the Executive; and

     WHEREAS,  the  Board of  Directors  has  determined  that it is in the best
interests  of the  Company and its  shareholders  to protect  the  business  and
goodwill associated with the Company and the Bank by strengthening  restrictions
on the Executive's ability to enter into certain competitive business activities
following a termination of employment; and

     WHEREAS, the Executive has agreed to accept such limitations on his ability
to compete with the Company and the Bank, in exchange for the  consideration  to
be provided by the Company hereunder.

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  and for  good  and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

     1.  The  Executive  agrees  that,  upon  the  Executive's   termination  of
employment  within three years after the date of this  Agreement  for any reason
other  than a  Termination  for  Cause,  as  defined  in  Section 5 hereof,  the
Executive will not, directly or indirectly:

          (a) become a  director,  officer,  employee,  shareholder,  principal,
     agent,  consultant  or  independent  contractor  of any insured  depository
     institution,   trust  company  or  parent  holding   company  of  any  such
     institution or company which









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     has an office in any county, city, town or similarly organized community in
     which  the  Company  or the Bank has an  office  or  branch or has filed an
     application  for regulatory  approval to establish an office or branch,  or
     any other entity whose business in the aforesaid geographic area materially
     competes with the depository,  lending or other business  activities of the
     Company or any of its subsidiaries (in each case, a "Competing  Business"),
     provided,  however,  that this  provision  shall not prohibit the Executive
     from owning bonds, non-voting preferred stock or up to five percent (5%) of
     the  outstanding  common  stock of any such entity if such common  stock is
     publicly traded;

          (b)  solicit or  induce,  or cause  others to  solicit or induce,  any
     employee of the Company or any of its  subsidiaries to leave the employment
     of such entities; or

          (c) solicit (whether by mail, telephone, personal meeting or any other
     means) any customer of the Company or any of its  subsidiaries  to transact
     business with any other entity,  whether or not a Competing Business, or to
     reduce  or  refrain  from  doing  any  business  with  the  Company  or its
     subsidiaries,  or interfere with or damage (or attempt to interfere with or
     damage) any  relationship  between the Company or its  subsidiaries and any
     such customers.

     2. The Executive  hereby agrees to comply with the  provisions of Section 1
for a period of thirty-six  (36) months  following  the date of the  Executive's
termination of employment.

     3. In  consideration  of the  obligations  and commitments of the Executive
under this Agreement,  the Company shall pay to the Executive an amount equal to
Seven Hundred and Fifty Thousand Dollars ($750,000), with applicable withholding
taxes to be subtracted from such amount.  Payment shall be made in a lump sum on
the date of the Executive's termination of employment.

     4.  Notwithstanding  any other provision  hereof,  the Executive  agrees to
treat as confidential all information (excluding, however, information contained
in publicly available reports filed by the Company with any governmental  entity
and  information  published  or  disclosed  to  the  public  by a  third  party)
concerning the records, properties, books, contracts, commitments and affairs of
the Company and/or its subsidiaries and affiliates,  including,  but not limited
to,  information  regarding  accounts,   shareholders,   finances,   strategies,
marketing,  customers and potential  customers (their  identities,  preferences,
likes and dislikes) and other  information  of a similar nature not available to
the public.

     5. No payments shall be made to the Executive under this Agreement upon the
Executive's   Termination  for  Cause.   "Termination   for  Cause"  shall  mean
termination of employment because of Executive's  personal  dishonesty,  willful
misconduct,  any breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule, regulation
(other than  traffic  violations  or similar  offenses),  final cease and desist
order or material breach of any provision of this Agreement.





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     6. No rights under this Agreement shall be assignable nor duties  delegable
by either party,  except that the Company may assign any of its rights hereunder
to any acquiror of all or substantially  all of the assets of the Company.  This
Agreement  will inure to the benefit of and be binding upon any successor to the
Company  by merger  or  consolidation  or any other  change in form or any other
person or firm or entity to which all or  substantially  all of the  assets  and
business of the Company may be sold or otherwise transferred.  Nothing contained
in this  Agreement  is intended to confer upon any person or entity,  other than
the parties hereto, their successors in interest and permitted transferees,  any
rights or remedies  under or by reason of this  Agreement  unless  expressly  so
stated to the contrary.

     7. The parties hereto  expressly  agree and  acknowledge  that the terms of
this  Agreement  shall  supersede the  non-competition  provisions  contained in
Sections  9 and 10 of the  Employment  Agreement  between  the  Company  and the
Executive, dated as of June 29, 2000.

     8.  This  Agreement  shall  be  construed,   enforced  and  interpreted  in
accordance  with and  governed  by the laws of the  State of  Delaware,  without
reference  to its  principles  of  conflict  of laws,  except to the extent that
federal law shall be deemed to preempt such state laws.

     9. It is the  intention of the parties  hereto that the  provisions of this
Agreement  shall  be  enforced  to the  fullest  extent  permissible  under  all
applicable  laws and  public  policies,  but that  the  unenforceability  or the
modification  to conform with such laws or public  policies of any one provision
hereof shall not render  unenforceable or impair the remainder of the Agreement.
The  covenants in Section 1 of this  Agreement  with respect to  limitations  on
competition  by geographic  area shall be deemed to be separate  covenants  with
respect to each county, city, town or similarly organized community,  and should
any court of competent  jurisdiction conclude or find that this Agreement or any
portion thereof is not enforceable  with respect to any specific  county,  city,
town or similarly  organized  community,  such conclusion or finding shall in no
way render  invalid or  unenforceable  the covenants  herein with respect to any
other county, city, town or similarly organized community.  Accordingly,  if any
provision shall be determined to be invalid or unenforceable  either in whole or
in part, this Agreement shall be deemed amended to delete or modify as necessary
the invalid or  unenforceable  provisions to alter the balance of this Agreement
in order to render the same valid and enforceable.

     10.  The  Executive  acknowledges  that any breach of this  Agreement  will
result in irreparable  damage to the Company for which the Company will not have
an  adequate  remedy at law.  In  addition  to any other  remedies  and  damages
available to the Company,  the Executive  further  acknowledges that the Company
shall be entitled to  injunctive  relief  hereunder to enjoin any breach of this
Agreement,  and the  parties  hereby  consent to an  injunction  in favor of the
Company by any court of competent  jurisdiction,  without prejudice to any other
right or remedy to which the Company may be entitled.  The Executive  represents
and  acknowledges  that,  in  light  of his  experience  and  capabilities,  the
Executive  can obtain  employment  with other than a Competing  Business or in a
business  engaged in other lines and/or of a different nature than those engaged
in by the Company or its subsidiaries or affiliates, and that the enforcement of
a remedy by way of  injunction  will not prevent the  Executive  from  earning a
livelihood.  In the


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event of a breach of this Agreement by the Executive, the Executive acknowledges
that in addition to or in lieu of the Company  seeking  injunctive  relief,  the
Company  may also seek to recoup any or all  amounts  paid by the Company to the
Executive  pursuant to Section 3 hereof.  Each of the remedies  available to the
Company in the event of a breach by the Executive  shall be  cumulative  and not
mutually exclusive.

     11. If an action is  instituted  to enforce any of the  provisions  of this
Agreement, the prevailing party in such action shall be entitled to recover from
the losing party reasonable attorneys' fees and costs.




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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and its directors, and the Executive has signed this
Agreement, effective as of the date first above written.



ATTEST:                                        DUTCHFORK BANCSHARES, INC.



/s/ Elisabeth S. Murray                        /s/ J. Thomas Johnson
-----------------------------                  ---------------------------------
                                               For the Entire Board of Directors



WITNESS:                                       EXECUTIVE
/s/ Elisabeth S. Murray                        /s/ J. Thomas Johnson
                                               ---------------------------------
                                               J. Thomas Johnson