NEWBERRY FEDERAL SAVINGS BANK
                          SALARY CONTINUATION 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  James  Thomas  Johnson  (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 Bank and the Executive 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 $30,000.

     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 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.






<PAGE>


     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 Executive  qualifies  for and receives  benefits for under a long-term
disability  plan  of the  Company  or 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  Executive  from  fulfilling  his or her  duties  or
responsibilities to the Company or the Bank.

     1.5 "Early  Termination"  means the Termination of Employment 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 final day (October 31st) of the Plan
Year in which the Executive's 63rd birthday occurs.

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

     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  Employment"  means that the Executive  ceases to be
employed by the Bank for any reason,  voluntary  or  involuntary,  other than by
reason of a leave of absence approved by the Bank.

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

                                    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
Lifetime Benefits under this Agreement.



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<PAGE>

     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
Executive in 12 equal monthly  installments  commencing with the month following
the  Executive's  Normal  Retirement  Date,  paying  the  annual  benefit to the
Executive for a period of seventeen years.

     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
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 two-hundred four 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
     Executive  in 12 equal  monthly  installments  commencing  with  the  month
     following  the Normal  Retirement  Age,  paying  the annual  benefit to the
     Executive for a period of seventeen years.

     2.3  Disability  Benefit.  If the Executive  terminates  employment  due to
Disability  prior to Normal  Retirement  Age,  other than  following a Change of
Control,  the Bank shall pay to the  Executive  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 Employment occurs
     (except during the first Plan Year, the benefit is the amount set forth for
     Plan Year 1),  determined  by vesting the  Executive  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 two-hundred  four month fixed annuity from
     the Accrual Balance  crediting  interest on the unpaid balance at an annual
     rate of eight percent, compounded monthly.

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



                                       2

<PAGE>

     2.4 Change of Control Benefit.  Upon Termination of Employment  following a
Change of Control,  the Bank shall pay to the Executive 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 Employment
     occurs  (except  during the first Plan Year,  the benefit is the amount set
     forth for Plan Year 1),  determined by vesting the Executive 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
     Executive  in 12 equal  monthly  installments  commencing  with  the  month
     following  the Normal  Retirement  Age,  paying  the annual  benefit to the
     Executive for a period of seventeen years.

                                    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
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 Executive's death.

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

     3.2 Death During Payment of a Lifetime Benefit. If the Executive 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 Executive's  death to the Executive's  beneficiary in a lump sum
within 90 days of the Executive's death.

     3.3 Death After  Termination of Employment But Before Payment of a Lifetime
Benefit Commences. If the Executive 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  Executive's  death to the
Executive's beneficiary in a lump sum within 90 days of the Executive's death.











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<PAGE>

                                    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 received 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 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 Executive  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  Executive  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 Executive.

     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 Executive's employment 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.








                                       4
<PAGE>

                                    Article 6
                          Claims and Review Procedures

     6.1 For all claims other than disability claims:

          6.1.1 Claims Procedure.  The Executive 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:

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

          6.1.1.2  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.

          6.1.1.3  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 Agreement 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 Agreement'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.

     6.1.2 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:

     6.1.2.1 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.



                                       5
<PAGE>

     6.1.2.2  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.

     6.1.2.3 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.

     6.1.2.4 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.

     6.1.2.5  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 Agreement 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).

     6.2 For disability claims:

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

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



                                       6
<PAGE>

          6.2.1.2 Timing of Bank Response. The Bank shall notify the claimant in
     writing of any adverse determination as set out in this Section.

          6.2.1.3  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 Agreement 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 Agreement's  review procedures and the time
               limits applicable to such procedures,

          (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,

          (f)  Any  internal  rule,   guideline,   protocol,  or  other  similar
               criterion relied upon in making the adverse  determination,  or a
               statement that such a rule, guideline, protocol, or other similar
               criterion was relied upon in making the adverse determination and
               that the  claimant  can request and receive free of charge a copy
               of such rule,  guideline,  protocol or other  criterion  from the
               Bank, and

          (g)  If the  adverse  benefit  determination  is  based  on a  medical
               necessity  or  experimental  treatment  or similar  exclusion  or
               limit,  either  an  explanation  of the  scientific  or  clinical
               judgment  for  the  determination,  applying  the  terms  of  the
               Agreement to the claimant's medical circumstances, or a statement
               that  such  explanation  will be  provided  free of  charge  upon
               request.

          6.2.1.4 Timing of Notice of  Denial/Extensions.  The Bank shall notify
     the  claimant of denial of benefits in writing not later than 45 days after
     receipt  of the  claim  by the  Agreement.  The Bank  may  elect to  extend
     notification by two 30-day periods subject to the following requirements:

          (a)  For the  first  30-day  extension,  the  Bank  shall  notify  the
               claimant (1) of the  necessity of the  extension  and the factors
               beyond the








                                       7
<PAGE>

               Agreement's control requiring an extension;  (2) prior to the end
               of the initial  45-day  period;  and (3) of the date by which the
               Agreement expects to render a decision.

          (b)  If  the  Bank  determines  that  a  second  30-day  extension  is
               necessary  based on factors beyond the Agreement's  control,  the
               Bank shall  follow  the same  procedure  in (a)  above,  with the
               exception that the notification  must be provided to the claimant
               before the end of the first 30-day extension period.

          (c)  For any  extension  provided  under this  section,  the Notice of
               Extension  shall  specifically  explain the standards  upon which
               entitlement  to a benefit is based,  the  unresolved  issues that
               prevent a decision on the claim,  and the additional  information
               needed to resolve those issues. The claimant shall be afforded 45
               days within which to provide the specified information.

          6.2.2 Review Procedures - Denial of Benefits.  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:

          6.2.2.1  Initiation  of Appeal.  Within 180 days  following  notice of
     denial of benefits,  the claimant  shall initiate an appeal by submitting a
     written notice of appeal to the Bank.

          6.2.2.2 Submissions on Appeal - Information Access. The claimant shall
     be allowed to  provide  written  comments,  documents,  records,  and other
     information  relating to the claim for benefits.  The Bank shall provide to
     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.

          6.2.2.3  Additional Bank  Responsibilities  on Appeal. On appeal,  the
     Bank shall:

          (a)  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;

          (b)  Provide  for a review  that  does  not  afford  deference  to the
               initial adverse benefit determination and that is conducted by an
               appropriate  named  fiduciary of the Agreement who is neither the
               individual who made the adverse benefit determination that is the
               subject of the appeal, nor the subordinate of such individual;

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<PAGE>

          (c)  In deciding an appeal of any adverse benefit  determination  that
               is based in whole  or in part on a  medical  judgment,  including
               determinations  with  regard to whether a  particular  treatment,
               drug,  or other  item is  experimental,  investigational,  or not
               medically  necessary or  appropriate,  consult with a health care
               professional  who has appropriate  training and experience in the
               field of medicine involved in the medical judgment;

          (d)  Identify medical or vocational experts who advise was obtained on
               behalf of the Agreement in connection  with a claimant's  adverse
               benefit  determination,  without regard to whether the advice was
               relied upon in making the benefit determination; and

          (e)  Ensure that the health care professional  engaged for purposes of
               a consultation  under subjection (c) above shall be an individual
               who was neither an  individual  who was  consulted in  connection
               with the adverse benefit determination that is the subject of the
               appeal, nor the subordinate of any such individual.

          6.2.2.4 Timing of Notification of Benefit Denial - Appeal Denial.  The
     Bank shall notify the claimant not later than 45 days after  receipt of the
     claimant's request for review by the Agreement,  unless the Bank determines
     that special  circumstances require an extension of time for processing the
     claim. If the Bank determines that an extension is required, written notice
     of such shall be furnished to the claimant prior to the  termination of the
     initial  45-day period,  and such  extension  shall not exceed 45 days. The
     Bank shall  indicate  the special  circumstances  requiring an extension of
     time  and  the  date  by  which  the   Agreement   expects  to  render  the
     determination on review.

          6.2.2.5  Content of  Notification  of Benefit  Denial.  The Bank shall
     provide the  claimant  with a notice  calculated  to be  understood  by the
     claimant, which shall contain:

          (a)  The specific reason or reasons for the adverse determination;

          (b)  Reference  to the  specific  Agreement  provisions  on which  the
               benefit determination 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  relevant  information  (as
               defined in applicable ERISA regulations);

          (d)  A statement  of the  claimant's  rights to bring an action  under
               ERISA Section 502(a);









                                       9
<PAGE>

          (e)  Any  internal  rule,   guideline,   protocol,  or  other  similar
               criterion relied upon in making the adverse  determination,  or a
               statement that such a rule, guideline, protocol, or other similar
               criterion was relied upon in making the adverse determination and
               that the  claimant  can request and receive free of charge a copy
               of such rule,  guideline,  protocol or other  criterion  from the
               Bank;

          (f)  If the  adverse  benefit  determination  is  based  on a  medical
               necessity  or  experimental  treatment  or similar  exclusion  or
               limit,  either  an  explanation  of the  scientific  or  clinical
               judgment  for  the  determination,  applying  the  terms  of  the
               Agreement to the claimant's medical circumstances, or a statement
               that  such  explanation  will be  provided  free of  charge  upon
               request; and

          (g)  The following  statement:  "You and your Agreement may have other
               voluntary   alternative   dispute   resolution  options  such  as
               mediation.  One way to  find  out  what  may be  available  is to
               contact your local U.S. Department of Labor Office and your state
               insurance regulatory agency."

                                    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.

     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






                                       10
<PAGE>

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  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.

     8.8 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)  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.

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

EXECUTIVE:                                         NEWBERRY FEDERAL SAVINGS BANK


/s/ James Thomas Johnsom                           By  /s/ Steve P. Sligh
------------------------                               -------------------------
James Thomas Johnson
                                                   Title President
                                                        ------------------------

                                       11
<PAGE>






                             BENEFICIARY DESIGNATION

                          NEWBERRY FEDERAL SAVINGS BANK
                          SALARY CONTINUATION AGREEMENT

                              JAMES THOMAS JOHNSON

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

Primary:  Elizabeth B. Johnson
          ----------------------------------------------------------------------
          Spouse
--------------------------------------------------------------------------------
Contingent:Per will
           ---------------------------------------------------------------------

--------------------------------------------------------------------------------

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 and our marriage is subsequently dissolved.


Signature   /s/ James Thomas Johnson
            ------------------------------
Date   April 20, 2003
       ----------------------------------


Received by the Bank this 24th day of April, 2003.
                          ----        ----

By  /s/ Steve P. Sligh
    -------------------------
Title President
     ------------------------




                                       12
<PAGE>


                          NEWBERRY FEDERAL SAVINGS BANK
                              JAMES THOMAS JOHNSON
                          Salary Continuation 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 63    Payable at 63    Payable at 63
<S>                   <C>            <C>          <C>              <C>               <C>             <C>                <C>
    Oct-03            30,000         31,112       100%             31,112            5,375           30,000            5,375
    Oct-04            30,000         64,807       100%             64,807           10,339           30,000           10,339
    Oct-05            30,000        101,299       100%            101,299           14,922           30,000           14,922
    Oct-06            30,000        140,819       100%            140,819           19,153           30,000           19,153
    Oct-07            30,000        183,619       100%            183,619           23,061           30,000           23,061
    Oct-08            30,000        229,972       100%            229,972           26,669           30,000           26,669
    Oct-09            30,000        280,172       100%            280,172           30,000           30,000           30,000
</TABLE>


                                       13