AMENDED AND RESTATED DIRECTOR'S DEFERRED COMPENSATION PLAN AGREEMENT

EXHIBIT 10.7

AMENDED AND RESTATED
DIRECTOR'S DEFERRED COMPENSATION PLAN
AGREEMENT

THIS AMENDED AND RESTATED DIRECTOR'S DEFERRED COMPENSATION PLAN AGREEMENT,
made and entered into on the 1st day of January, 1994 and amended and restated
this the 14th day of December, 1995 (the "Agreement"), between Home Savings
Bank, SSB, a mutual state savings bank organized and existing under the laws of
the State of North Carolina (the "Bank"), and Xxxxxx X. Xxxxxxx, Xx. (the
"Director").

W I T N E S S E T H:

WHEREAS, the Bank recognizes the valuable services heretofore performed for
it by the Director and wishes to encourage his further service and to assist him
in providing for the contingencies of retirement and death;

WHEREAS, the Director heretofore has determined to defer receipt of
director's fees in the amount of $350.00 per month for five (5) years from
January 1, 1994;

WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement to provide deferred compensation benefits for the Director;
and

WHEREAS, the parties hereto desire to amend the Agreement and to restate
the Agreement as amended.

NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as follows:

Section 1. Deferral Election. The Director hereby elects and agrees to
--------- -----------------
defer each month the receipt by him of $350.00 in director's fees for the sixty
(60) months beginning January 1, 1994 and ending December 31, 1998. In exchange
for such agreement to defer and subject to the condition that, except as
otherwise specifically provided below, the Director remain a director of the
Bank until the Qualifying Date (as defined below), the Director shall receive
from the Bank the benefits hereinafter described.

Section 2. Retirement Benefits. The Bank agrees that, except as otherwise
--------- -------------------
specifically provided herein, upon the later to occur of the Director's 65th
birthday and January 1, 1999 (the "Qualifying Date"), the Bank will pay the
Director $513 per month for a continuous period of 120 months. Such continuous
monthly installment payments shall commence on a date to be determined by the
Bank, but in no event later than the first day of the sixth calendar month
following the calendar month in which the Qualifying Date shall occur.

Section 3. Post-Retirement Death Benefits. In the event that the Director
--------- ------------------------------
should die after becoming entitled to receive monthly installment payments under
Section 2, but before all of said

installment payments shall have been made, the Bank will pay all remaining
installment payments to such beneficiary or beneficiaries as the Director has
designated in writing to the Bank ("Beneficiaries"). In the event of the death
of the last living Beneficiary before all remaining installment payments shall
have been made, the balance of any payments which remain unpaid at the time of
such Beneficiary's death shall be commuted on the basis of six percent (6%) per
annum compounded interest and shall be paid in a single sum to the estate of the
last Beneficiary to die. In the absence of such beneficiary designation, any
payments remaining unpaid at the Director's death shall be commuted on the basis
of six percent (6%) per annum compounded interest and shall be paid in a single
sum to the Director's estate.

Section 4. Pre-Retirement Death Benefits. Should the Director die while
--------- -----------------------------
serving as a director of the Bank and prior to the Qualifying Date, the Bank
will pay $513 per month for a continuous period of 120 months to the Beneficiary
or Beneficiaries. The first such monthly installment payment shall be made on a
date to be determined by the Bank, but in no event later than the first day of
the sixth calendar month following the calendar month in which the Director
died. In the event of the death of the last living Beneficiary before all
installment payments shall have been made, the balance of any payments which
remain unpaid at the time of such Beneficiary's death shall be commuted on the
basis of six percent (6%) per annum compounded interest and shall be paid in a
single sum to the estate of the last Beneficiary to die. In the absence of any
such beneficiary designation, any payments remaining unpaid at the Director's
death shall be commuted on the basis of six percent (6%) per annum compounded
interest and shall be paid in a single sum to the Director's estate.
Notwithstanding the foregoing, in the event that the Director commits suicide on
or before January 1, 1996, then no benefits shall be paid to the Beneficiary or
Beneficiaries; provided, however, that the Beneficiary or Beneficiaries shall be
entitled to receive promptly in a lump sum all director's fees deferred by the
Director under this Agreement prior to his death, plus interest thereon at a
compounded annual rate of six percent (6%).

Section 5. Termination of Benefits.
--------- -----------------------

A. If the Director voluntarily resigns as a director of the Bank on or
before January 1, 1996, the Director's benefits under this Agreement
shall be limited to the return to him of his deferred director's fees,
plus interest thereon at a compounded annual rate of six percent (6%)
per annum, which amount shall be paid in a single sum on a date to be
determined by the Bank, but in no event later than the first day of
the sixth calendar month following the calendar month in which his
service was terminated.

B. If the Director voluntarily resigns after January 1, 1996, but before
the Qualifying Date, then the Director or his Beneficiary (or
Beneficiaries) shall be entitled to a percentage of the amount of the
monthly installment payments described in Section 2 of this Agreement
determined under the following table:

PERCENTAGE OF MONTHLY
INSTALLMENT PAYMENT DESCRIBED
FULL NUMBER OF YEARS SERVED AS IN SECTION 2 OF THIS AGREEMENT TO
DIRECTOR AFTER JANUARY 1, 1994 WHICH DIRECTOR IS ENTITLED
------------------------------ ------------------------------------
1 -0-% (Deferred Fees
Plus Interest)
2 40%
3 60%
4 80%
5 100%

Section 6. Benefits Not Transferable. Neither the Director, his
--------- -------------------------
Beneficiary or Beneficiaries nor any other person claiming any right or
interest under this Agreement through the Director or any Beneficiary shall have
any right to commute, assign, transfer or otherwise convey any right to receive
any benefits hereunder.

Section 7. Binding Upon Successors. This Agreement and the Bank's
--------- -----------------------
obligations hereunder shall be binding upon the Bank's successors and permitted
assigns. The Bank may not assign its rights or obligations under this Agreement
without the Director's prior written consent. In addition, the Bank shall not
enter into any agreement providing for the merger of the Bank with and into
another business entity or the sale of more than a majority of the Bank's assets
to another business entity, person or group persons that does not specifically
provide that such successor by merger or purchaser(s) of assets shall assume and
satisfy each and every obligation of the Bank to the Director under this
Agreement. In the case of an asset sale, such assumption shall not relieve the
Bank of its liability to fulfill such obligations.

Except as otherwise provided in Section 2, 3, 4 or 5, as applicable, in the
event that, on or before the occurrence of the Qualifying Date, the Director's
service as a director of the Bank is terminated for any reason coincident with
or within twenty-four (24) months following a merger of the Bank with or into
another business entity or of an asset sale as described above, then the
provisions of Section 2 shall be deemed applicable except that the Qualifying
Date shall be deemed to be the date that such merger or asset sale shall be
consummated.

Section 8. Benefits Payable Only From General Corporate Assets; Unsecured
--------- --------------------------------------------------------------
General Creditors Status of Director. The payments to the Director or his
------------------------------------
Beneficiary or Beneficiaries hereunder shall be made from assets which for all
purposes shall continue to be a part of the general, unrestricted assets of the
Bank; no person shall have any interest in any such assets by virtue of the
provisions of this Agreement. The Bank's obligations hereunder shall be an
unfunded and unsecured promise to pay in the future. To the extent that any
person acquires a right to receive payments from the Bank under the provisions
hereof, such right shall be no greater than the right of any unsecured general
creditor of the Bank; no such person shall have nor require any legal or
equitable right, interest or claim in or to any property or assets of the Bank.

In the event that, in its discretion, the Bank purchases an insurance
policy or policies insuring the life of the Director (or any other property) in
order to allow the Bank to recover the cost of providing benefits, in whole or
in part, hereunder, neither the Director nor any Beneficiary shall have any
rights whatsoever therein or in the proceeds therefrom. The Bank shall be the
sole owner and

beneficiary of such insurance policy or policies and shall possess and may
exercise all incidents of ownership therein.

Section 9. Additional Benefits. The benefits and rights provided under
--------- -------------------
this Agreement are in addition to, and are independent of, those benefits and
rights provided under any other agreements between the parties hereto, and shall
not affect, reduce or diminish the right of the Director to participate in any
current or future benefit plan or other supplemental compensation arrangement.

Section 10. No Contract of Employment. Nothing contained herein shall be
---------- -------------------------
construed to be a contract of employment or as conferring upon the Director the
right to continue as a director of the Bank. It is expressly understood by the
parties hereto that this Agreement relates to a deferred compensation
arrangement between the Bank and the Director and is not intended to be an
employment or services agreement.

Section 11. Amendment. This Agreement may not be amended, altered or
---------- ---------
modified, except by written instrument signed by the parties hereto or their
respective successors, and may not be otherwise terminated except as provided
herein.

Section 12. Governing Law. This Agreement, and the rights of the parties
---------- -------------
hereunder, shall be governed and construed on accordance with the laws of the
State of North Carolina.

IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Director's Deferred Compensation Plan Agreement as of the day and year first
above written.

HOME SAVINGS BANK, SSB
Attest:

/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
--------------------------- ---------------------------------
Xxxx Xxxxx Xxxxxx X. Xxxx
Secretary

[Corporate Seal] Title: President

DIRECTOR:

/s/ Xxxxxx X. Xxxxxxx, Xx. (Seal)
--------------------------------
Xxxxxx X. Xxxxxxx, Xx.

AMENDED AND RESTATED
DIRECTOR'S DEFERRED COMPENSATION PLAN
AGREEMENT

W I T N E S S E T H:

WHEREAS, the Director heretofore has determined to defer receipt of
director's fees in the amount of $350.00 per month for five (5) years from
January 1, 1994;

WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement to provide deferred compensation benefits for the Director;
and

WHEREAS, the parties hereto desire to amend the Agreement and to restate
the Agreement as amended.

NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as follows:

Section 2. Retirement Benefits. The Bank agrees that, except as otherwise
--------- -------------------
specifically provided herein, upon the later to occur of the Director's 65th
birthday and January 1, 1999 (the "Qualifying Date"), the Bank will pay the
Director $942 per month for a continuous period of 120 months. Such continuous
monthly installment payments shall commence on a date to be determined by the
Bank, but in no event later than the first day of the sixth calendar month
following the calendar month in which the Qualifying Date shall occur.

Section 4. Pre-Retirement Death Benefits. Should the Director die while
--------- -----------------------------
serving as a director of the Bank and prior to the Qualifying Date, the Bank
will pay $942 per month for a continuous period of 120 months to the Beneficiary
or Beneficiaries. The first such monthly installment payment shall be made on a
date to be determined by the Bank, but in no event later than the first day of
the sixth calendar month following the calendar month in which the Director
died. In the event of the death of the last living Beneficiary before all
installment payments shall have been made, the balance of any payments which
remain unpaid at the time of such Beneficiary's death shall be commuted on the
basis of six percent (6%) per annum compounded interest and shall be paid in a
single sum to the estate of the last Beneficiary to die. In the absence of any
such beneficiary designation, any payments remaining unpaid at the Director's
death shall be commuted on the basis of six percent (6%) per annum compounded
interest and shall be paid in a single sum to the Director's estate.
Notwithstanding the foregoing, in the event that the Director commits suicide on
or before January 1, 1996, then no benefits shall be paid to the Beneficiary or
Beneficiaries; provided, however, that the Beneficiary or Beneficiaries shall be
entitled to receive promptly in a lump sum all director's fees deferred by the
Director under this Agreement prior to his death, plus interest thereon at a
compounded annual rate of six percent (6%).

Section 5. Termination of Benefits.
--------- -----------------------

B. If the Director voluntarily resigns after January 1, 1996 but, but
before the Qualifying Date, then the Director or his Beneficiary (or
Beneficiaries) shall be entitled to a percentage of the amount of the
monthly installment payments described in Section 2 of this Agreement
determined under the following table:

PERCENTAGE OF MONTHLY
INSTALLMENT PAYMENT DESCRIBED
FULL NUMBER OF YEARS SERVED AS IN SECTION 2 OF THIS AGREEMENT TO
DIRECTOR AFTER JANUARY 1, 1994 WHICH DIRECTOR IS ENTITLED
------------------------------ ---------------------------------
1 -0-% (Deferred Fees
Plus Interest)
2 40%
3 60%
4 80%
5 100%

beneficiary of such insurance policy or policies and shall possess and may
exercise all incidents of ownership therein.

IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Director's Deferred Compensation Plan Agreement as of the day and year first
above written.

HOME SAVINGS BANK, SSB
Attest:

/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
------------------------ -------------------------------------
Xxxx Xxxxx Xxxxxx X. Xxxx
Secretary

[Corporate Seal] Title: President

DIRECTOR:

/s/ Xxxxxx X. Xxxxx, Xx.
--------------------------------------(Seal)
Xxxxxx X. Xxxxx, Xx.

AMENDED AND RESTATED
DIRECTOR'S DEFERRED COMPENSATION PLAN
AGREEMENT

W I T N E S S E T H:

WHEREAS, the Director heretofore has determined to defer receipt of
director's fees in the amount of $350.00 per month for five (5) years from
January 1, 1994;

WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement to provide deferred compensation benefits for the Director;
and

WHEREAS, the parties hereto desire to amend the Agreement and to restate
the Agreement as amended.

NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as follows:

Section 2. Retirement Benefits. The Bank agrees that, except as otherwise
--------- -------------------
specifically provided herein, upon the later to occur of the Director's 65th
birthday and January 1, 1999 (the "Qualifying Date"), the Bank will pay the
Director $4,088 per month for a continuous period of 120 months. Such
continuous monthly installment payments shall commence on a date to be
determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Qualifying Date shall
occur.

Section 4. Pre-Retirement Death Benefits. Should the Director die while
--------- -----------------------------
serving as a director of the Bank and prior to the Qualifying Date, the Bank
will pay $4,088 per month for a continuous period of 120 months to the
Beneficiary or Beneficiaries. The first such monthly installment payment shall
be made on a date to be determined by the Bank, but in no event later than the
first day of the sixth calendar month following the calendar month in which the
Director died. In the event of the death of the last living Beneficiary before
all installment payments shall have been made, the balance of any payments which
remain unpaid at the time of such Beneficiary's death shall be commuted on the
basis of six percent (6%) per annum compounded interest and shall be paid in a
single sum to the estate of the last Beneficiary to die. In the absence of any
such beneficiary designation, any payments remaining unpaid at the Director's
death shall be commuted on the basis of six percent (6%) per annum compounded
interest and shall be paid in a single sum to the Director's estate.
Notwithstanding the foregoing, in the event that the Director commits suicide on
or before January 1, 1996, then no benefits shall be paid to the Beneficiary or
Beneficiaries; provided, however, that the Beneficiary or Beneficiaries shall be
entitled to receive promptly in a lump sum all director's fees deferred by the
Director under this Agreement prior to his death, plus interest thereon at a
compounded annual rate of six percent (6%).

Section 5. Termination of Benefits.
--------- -----------------------

1 -0-% (Deferred Fees Plus Interest)
2 20%
3 30%
4 40%
5 50%
6 60%
7 70%
8 80%
9 90%
10 100%

IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Director's Deferred Compensation Plan Agreement as of the day and year first
above written.

HOME SAVINGS BANK, SSB
Attest:

/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
-------------------------- ------------------------------
Xxxx Xxxxx Xxxxxx X. Xxxx
Secretary

[Corporate Seal] Title: President

DIRECTOR:

/s/ Xxxxxxxxx X. Xxxxxxxx
--------------------------------- (Seal)
Xxxxxxxxx X. Xxxxxxxx

AMENDED AND RESTATED
DIRECTOR'S DEFERRED COMPENSATION PLAN
AGREEMENT

W I T N E S S E T H:

WHEREAS, the Director heretofore has determined to defer receipt of
director's fees in the amount of $350.00 per month for five (5) years from
January 1, 1994;

WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement to provide deferred compensation benefits for the Director;
and

WHEREAS, the parties hereto desire to amend the Agreement and to restate
the Agreement as amended.

NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as follows:

Section 2. Retirement Benefits. The Bank agrees that, except as otherwise
--------- -------------------
specifically provided herein, upon the later to occur of the Director's 65th
birthday and January 1, 1999 (the "Qualifying Date"), the Bank will pay the
Director $942 per month for a continuous period of 120 months. Such continuous
monthly installment payments shall commence on a date to be determined by the
Bank, but in no event later than the first day of the sixth calendar month
following the calendar month in which the Qualifying Date shall occur.

Section 4. Pre-Retirement Death Benefits. Should the Director die while
--------- -----------------------------
serving as a director of the Bank and prior to the Qualifying Date, the Bank
will pay $942 per month for a continuous period of 120 months to the Beneficiary
or Beneficiaries. The first such monthly installment payment shall be made on a
date to be determined by the Bank, but in no event later than the first day of
the sixth calendar month following the calendar month in which the Director
died. In the event of the death of the last living Beneficiary before all
installment payments shall have been made, the balance of any payments which
remain unpaid at the time of such Beneficiary's death shall be commuted on the
basis of six percent (6%) per annum compounded interest and shall be paid in a
single sum to the estate of the last Beneficiary to die. In the absence of any
such beneficiary designation, any payments remaining unpaid at the Director's
death shall be commuted on the basis of six percent (6%) per annum compounded
interest and shall be paid in a single sum to the Director's estate.
Notwithstanding the foregoing, in the event that the Director commits suicide on
or before January 1, 1996, then no benefits shall be paid to the Beneficiary or
Beneficiaries; provided, however, that the Beneficiary or Beneficiaries shall be
entitled to receive promptly in a lump sum all director's fees deferred by the
Director under this Agreement prior to his death, plus interest thereon at a
compounded annual rate of six percent (6%).

Section 5. Termination of Benefits.
--------- -----------------------

1 -0-% (Deferred Fees Plus Interest)
2 40%
3 60%
4 80%
5 100%

Section 6. Benefits Not Transferable. Neither the Director, his
--------- -------------------------
Beneficiary or Beneficiaries nor any other person claiming any right or interest
under this Agreement through the Director or any Beneficiary shall have any
right to commute, assign, transfer or otherwise convey any right to receive any
benefits hereunder.

beneficiary of such insurance policy or policies and shall possess and may
exercise all incidents of ownership therein.

IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Director's Deferred Compensation Plan Agreement as of the day and year first
above written.

HOME SAVINGS BANK, SSB
Attest:

/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
----------------------------- ------------------------------------
Xxxx Xxxxx Xxxxxx X. Xxxx
Secretary

[Corporate Seal] Title: President

DIRECTOR:

/s/ Xxxxxxxxx X. Howdy
---------------------------------- (Seal)
Xxxxxxxxx X. Howdy

AMENDED AND RESTATED
DIRECTOR'S DEFERRED COMPENSATION PLAN
AGREEMENT

W I T N E S S E T H:

WHEREAS, the Director heretofore has determined to defer receipt of
director's fees in the amount of $350.00 per month for five (5) years from
January 1, 1994;

WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement to provide deferred compensation benefits for the Director;
and

WHEREAS, the parties hereto desire to amend the Agreement and to restate
the Agreement as amended.

NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as follows:

Section 2. Retirement Benefits. The Bank agrees that, except as otherwise
--------- -------------------
specifically provided herein, upon the later to occur of the Director's 65th
birthday and January 1, 1999 (the "Qualifying Date"), the Bank will pay the
Director $1,533 per month for a continuous period of 120 months. Such
continuous monthly installment payments shall commence on a date to be
determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Qualifying Date shall
occur.

Section 4. Pre-Retirement Death Benefits. Should the Director die while
--------- -----------------------------
serving as a director of the Bank and prior to the Qualifying Date, the Bank
will pay $1,533 per month for a continuous period of 120 months to the
Beneficiary or Beneficiaries. The first such monthly installment payment shall
be made on a date to be determined by the Bank, but in no event later than the
first day of the sixth calendar month following the calendar month in which the
Director died. In the event of the death of the last living Beneficiary before
all installment payments shall have been made, the balance of any payments which
remain unpaid at the time of such Beneficiary's death shall be commuted on the
basis of six percent (6%) per annum compounded interest and shall be paid in a
single sum to the estate of the last Beneficiary to die. In the absence of any
such beneficiary designation, any payments remaining unpaid at the Director's
death shall be commuted on the basis of six percent (6%) per annum compounded
interest and shall be paid in a single sum to the Director's estate.
Notwithstanding the foregoing, in the event that the Director commits suicide on
or before January 1, 1996, then no benefits shall be paid to the Beneficiary or
Beneficiaries; provided, however, that the Beneficiary or Beneficiaries shall be
entitled to receive promptly in a lump sum all director's fees deferred by the
Director under this Agreement prior to his death, plus interest thereon at a
compounded annual rate of six percent (6%).

Section 5. Termination of Benefits.
--------- -----------------------

1 00.0% (Deferred Fees Plus Interest)
2 25.0%
3 37.5%
4 50.0%
5 62.5%
6 75.0%
7 87.5%
8 100.0%

In the event that, in its discretion, the Bank purchases an insurance
policy or policies insuring the life of the Director (or any other property) in
order to allow the Bank to recover the cost of

providing benefits, in whole or in part, hereunder, neither the Director nor any
Beneficiary shall have any rights whatsoever therein or in the proceeds
therefrom. The Bank shall be the sole owner and beneficiary of such insurance
policy or policies and shall possess and may exercise all incidents of ownership
therein.

IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Director's Deferred Compensation Plan Agreement as of the day and year first
above written.

HOME SAVINGS BANK, SSB
Attest:

/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
------------------------ ---------------------------------
Xxxx Xxxxx Xxxxxx X. Xxxx
Secretary

[Corporate Seal] Title: President

DIRECTOR:

/s/ Xxxxxxx X. Xxxxxx, Xx.
------------------------------ (Seal)
Xxxxxxx X. Xxxxxx, Xx.

AMENDED AND RESTATED
DIRECTOR'S DEFERRED COMPENSATION PLAN
AGREEMENT

W I T N E S S E T H:

WHEREAS, the Director heretofore has determined to defer receipt of
director's fees in the amount of $350.00 per month for five (5) years from
January 1, 1994;

WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement to provide deferred compensation benefits for the Director;
and

WHEREAS, the parties hereto desire to amend the Agreement and to restate
the Agreement as amended.

NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as follows:

Section 2. Retirement Benefits. The Bank agrees that, except as otherwise
--------- -------------------
specifically provided herein, upon the later to occur of the Director's 65th
birthday and January 1, 1999 (the "Qualifying Date"), the Bank will pay the
Director $1,975 per month for a continuous period of 120 months. Such
continuous monthly installment payments shall commence on a date to be
determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Qualifying Date shall
occur.

Section 4. Pre-Retirement Death Benefits. Should the Director die while
--------- -----------------------------
serving as a director of the Bank and prior to the Qualifying Date, the Bank
will pay $1,975 per month for a continuous period of 120 months to the
Beneficiary or Beneficiaries. The first such monthly installment payment shall
be made on a date to be determined by the Bank, but in no event later than the
first day of the sixth calendar month following the calendar month in which the
Director died. In the event of the death of the last living Beneficiary before
all installment payments shall have been made, the balance of any payments which
remain unpaid at the time of such Beneficiary's death shall be commuted on the
basis of six percent (6%) per annum compounded interest and shall be paid in a
single sum to the estate of the last Beneficiary to die. In the absence of any
such beneficiary designation, any payments remaining unpaid at the Director's
death shall be commuted on the basis of six percent (6%) per annum compounded
interest and shall be paid in a single sum to the Director's estate.
Notwithstanding the foregoing, in the event that the Director commits suicide on
or before January 1, 1996, then no benefits shall be paid to the Beneficiary or
Beneficiaries; provided, however, that the Beneficiary or Beneficiaries shall be
entitled to receive promptly in a lump sum all director's fees deferred by the
Director under this Agreement prior to his death, plus interest thereon at a
compounded annual rate of six percent (6%).

Section 5. Termination of Benefits.
--------- -----------------------

PERCENTAGE OF MONTHLY
INSTALLMENT PAYMENT DESCRIBED
FULL NUMBER OF YEARS SERVED AS IN SECTION 2 OF THIS AGREEMENT TO
DIRECTOR AFTER JANUARY 1, 1994 WHICH DIRECTOR IS ENTITLED
--------------------------------- ---------------------------------
1 -0-% (Deferred Fees
Plus Interest)
2 20%
3 30%
4 40%
5 50%
6 60%
7 70%
8 80%
9 90%
10 100%

IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Director's Deferred Compensation Plan Agreement as of the day and year first
above written.

HOME SAVINGS BANK, SSB
Attest:

/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxx
------------------------- -------------------------------------
Xxxx Xxxxx Xxxxxx X. Xxxx
Secretary

[Corporate Seal] Title: President

DIRECTOR:

/s/ Xxxxxxxx X. Xxxxxxxxx
------------------------------------- (Seal)
Xxxxxxxx X. Xxxxxxxxx

AMENDED AND RESTATED
DIRECTOR'S DEFERRED COMPENSATION PLAN
AGREEMENT

W I T N E S S E T H:

WHEREAS, the Director heretofore has determined to defer receipt of
director's fees in the amount of $350.00 per month for five (5) years from
January 1, 1994;

WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement to provide deferred compensation benefits for the Director;
and

WHEREAS, the parties hereto desire to amend the Agreement and to restate
the Agreement as amended.

NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as follows:

Section 2. Retirement Benefits. The Bank agrees that, except as otherwise
--------- -------------------
specifically provided herein, upon the later to occur of the Director's 65th
birthday and January 1, 1999 (the "Qualifying Date"), the Bank will pay the
Director $4,818 per month for a continuous period of 120 months. Such
continuous monthly installment payments shall commence on a date to be
determined by the Bank, but in no event later than the first day of the sixth
calendar month following the calendar month in which the Qualifying Date shall
occur.

Section 4. Pre-Retirement Death Benefits. Should the Director die while
--------- -----------------------------
serving as a director of the Bank and prior to the Qualifying Date, the Bank
will pay $4,818 per month for a continuous period of 120 months to the
Beneficiary or Beneficiaries. The first such monthly installment payment shall
be made on a date to be determined by the Bank, but in no event later than the
first day of the sixth calendar month following the calendar month in which the
Director died. In the event of the death of the last living Beneficiary before
all installment payments shall have been made, the balance of any payments which
remain unpaid at the time of such Beneficiary's death shall be commuted on the
basis of six percent (6%) per annum compounded interest and shall be paid in a
single sum to the estate of the last Beneficiary to die. In the absence of any
such beneficiary designation, any payments remaining unpaid at the Director's
death shall be commuted on the basis of six percent (6%) per annum compounded
interest and shall be paid in a single sum to the Director's estate.
Notwithstanding the foregoing, in the event that the Director commits suicide on
or before January 1, 1996, then no benefits shall be paid to the Beneficiary or
Beneficiaries; provided, however, that the Beneficiary or Beneficiaries shall be
entitled to receive promptly in a lump sum all director's fees deferred by the
Director under this Agreement prior to his death, plus interest thereon at a
compounded annual rate of six percent (6%).

Section 5. Termination of Benefits.
--------- -----------------------

PERCENTAGE OF MONTHLY
INSTALLMENT PAYMENT DESCRIBED
FULL NUMBER OF YEARS SERVED AS IN SECTION 2 OF THIS AGREEMENT TO
DIRECTOR AFTER JANUARY 1, 1994 WHICH DIRECTOR IS ENTITLED
------------------------------ ---------------------------------
1 -0-% (Deferred Fees
Plus Interest)
2 20%
3 30%
4 40%
5 50%
6 60%
7 70%
8 80%
9 90%
10 100%

IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Director's Deferred Compensation Plan Agreement as of the day and year first
above written.

HOME SAVINGS BANK, SSB
Attest:

/s/ Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxx
------------------------ ------------------------------------
Xxxx Xxxxx Xxxxxxx X. Xxxx
Secretary

[Corporate Seal] Title: Executive Vice President

DIRECTOR:

/s/ Xxxxxx X. Xxxx
------------------------------------ (Seal)
Xxxxxx X. Xxxx

IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Director's Deferred Compensation Plan Agreement as of the day and year first
above written.

HOME SAVINGS BANK, SSB
Attest:

/s/ Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxx
------------------------ ------------------------------------
Xxxx Xxxxx Xxxxxxx X. Xxxx
Secretary

[Corporate Seal] Title: Executive Vice President

DIRECTOR:

/s/ Xxxxxx X. Xxxx
------------------------------------ (Seal)
Xxxxxx X. Xxxx

HOME SAVINGS BANK, SSB
DIRECTOR'S DEFERRED COMPENSATION PLAN AGREEMENT
AS AMENDED AND RESTATED DECEMBER 14, 1995

____________________

1996 Amendment
____________________

WHEREAS, Home Savings Bank, SSB (the "Bank") has entered into a
Director's Deferred Compensation Plan Agreement (the "Agreement"), originally
effective January 1, 1994 and as amended and restated effective December 14,
1995, with Directors X. Xxxxxxx, Xx., F. Howdy, X. Xxxxxx, Xx., X. Xxxxxxxx, X.
Xxxxx, Xx., X. Xxxxxxxxx, and X. Xxxx (the "Directors"); and

WHEREAS, the Bank has authorized an amendment to the Agreement with
each Director in order to address issues arising from the Bank's upcoming
conversion from mutual to stock form;

NOW, THEREFORE, pursuant to Section 11 of each Agreement, the
Agreement with each Director is hereby amended as follows, effective immediately
on execution hereof:

1. Section 5.B. of the Agreement is amended by adding the following
sentence at the end thereof:

Notwithstanding the foregoing or any other provision of this
Agreement to the contrary, the benefits provided pursuant to this
Section 5. B. shall commence on a date determined by the Bank but
not later than the first day of the sixth month following the
Director's voluntary resignation or the Director's attainment of
age 55, whichever shall later occur.

2. The last paragraph of Section 7 of each Agreement shall be
amended in its entirety to provide as follows (with italics herein identifying
new text):
Except as otherwise provided in Section 2, 3, 4, or 5, as
applicable, in the event that, on or before the occurrence of the
Qualifying Date, the Director's service as a director of the Bank
is terminated for any reason other than the Director's voluntary
resignation or death, then the provisions of Section 2 shall be
deemed applicable except that the Qualifying Date shall be deemed
to be the date of such termination of service as a Bank director.

3. Section 8 of the Agreement shall be amended by adding the
following paragraphs immediately at the end thereof:

Notwithstanding any other provision of this Agreement that
may be contrary or inconsistent herewith, not later than ten
business days after a Change in Control (as defined in the last
paragraph of this Section 8), the Bank shall (i)

1996 Amendment
Director's Deferred Compensation
Plan Agreement
Page 2

deposit in a grantor trust (the "Trust") that is designed in
accordance with Revenue Procedure 92-64 and has a trustee
independent of the Bank, the Company and any successor to their
interest, an amount equal to the present value of all benefits
that may become payable under this Agreement, unless the Director
has previously provided a written release of any claims under
this Agreement, and (ii) provide the trustee of the Trust with a
written direction to hold said amount and any investment return
thereon in a segregated account for the benefit of the Director,
and to follow the procedures set forth in the next paragraph as
to the payment of such amounts from the Trust.

At any time or from time to time following the Change in
Control, the Director may provide the trustee of the Trust with a
written schedule directing that the trustee pay to the Director
amounts designated in the schedule as being payable pursuant to
this Agreement. Within three business days after receiving said
notice, the trustee of the Trust shall send a copy of the notice
to the Bank via overnight and registered mail (return receipt
requested). On the fifth business day after mailing said notice
to the Bank, the trustee of the Trust shall pay the Director the
amount designated therein in immediately available funds, unless
prior thereto the Bank provides the trustee with a written notice
directing the trustee to withhold such payment. In the latter
event, the trustee shall submit the dispute to non-appealable
binding arbitration for a determination of the amount payable to
the Director pursuant to this Agreement, and the costs of such
arbitration (including any attorneys' fees incurred by the
Director) shall be paid by the Bank. The trustee shall choose the
arbitrator to settle the dispute, and such arbitrator shall be
bound by the rules of the American Arbitration Association in
making his determination. The parties and the trustee shall be
bound by the results of the arbitration and, within three days of
the determination by the arbitrator, the trustee shall pay from
the Trust the amounts required to be paid to the Director and/or
the Bank, and in no event shall the trustee be liable to either
party for making the payments as determined by the arbitrator.

Upon receiving the Director's release of all claims under
this Agreement, the trustee of the Trust shall pay to the Bank or
its successor in interest the entire balance remaining in the
segregated account maintained for the benefit of the Director.
The Director shall thereafter have no further interest in the
Trust pursuant to this Agreement.

For purposes of this Agreement, "Change in Control" shall
mean any one of the following events: (i) the acquisition of
ownership, holding, or power to vote more than 25% of the voting
stock of the Bank or NewSouth Bancorp, Inc. (the "Company"), (ii)
the acquisition of the ability to control the election of a
majority of the Bank's or the Company's directors, (iii) the
acquisition of a controlling influence over the management or
policies of the Bank or of the Company by any person or by
persons acting as a "group" (within the meaning

1996 Amendment
Director's Deferred Compensation
Plan Agreement
Page 3

of Section 13(d) of the Securities Exchange Act of 1934), or (iv)
during any period of two consecutive years, individuals (the
"Continuing Directors") who at the beginning of such period
constitute the Board of Directors of the Bank or of the Company
(the "Existing Board") cease for any reason to constitute at
least two-thirds thereof, provided that any individual whose
election or nomination for election as a member of the Existing
Board was approved by a vote of at least two-thirds of the
Continuing Directors then in office shall be considered a
Continuing Director. Notwithstanding the foregoing, the Company's
ownership of the Bank shall not of itself constitute a Change in
Control for purposes of the Agreement. For purposes of this
paragraph only, the term "person" refers to an individual or a
corporation, partnership, trust, association, joint venture,
pool, syndicate, sole proprietorship, unincorporated organization
or any other form of entity not specifically listed herein.

4. Nothing contained herein shall be held to alter, vary or affect
any of the terms, provisions, or conditions of the Agreement entered into
thereunder, other than as stated above.

1996 Amendment
Director's Deferred Compensation
Plan Agreement
Page 4

WHEREFORE, on this 23rd day of October, 1996, the Bank and each
Director who is party to an Agreement hereby execute this 1996 Amendment to the
Plan.

HOME SAVINGS BANK, SSB

By /s/ Xxxxxxxxx X. Howdy
--------------------------
Its Chairman of the Board

October 23, 1996
-------------------------------
Date Attest: Xxxxxxx X. Xxxx (Seal)
------------------------

DIRECTORS

Xxxxxx X. Ipoch /s/ Xxxxxx X. Xxxxxxx, Xx.
------------------------------- ----------------------------
Witness: X. Xxxxxxx, Xx.

Xxxxxx X. Ipoch /s/ Xxxxxxxxx X. Howdy
------------------------------- ----------------------------
Witness: F. Howdy

Xxxxxx X. Ipoch /s/ Xxxxxxx X. Xxxxxx, Xx.
------------------------------- ----------------------------
Witness: X. Xxxxxx, Xx.

Xxxxxx X. Ipoch /s/ Xxxxxxxxx X. Xxxxxxxx
------------------------------- ----------------------------
Witness: X. Xxxxxxxx

Xxxxxx X. Ipoch /s/ Xxxxxx X. Xxxxx, Xx.
------------------------------- ----------------------------
Witness: X. Xxxxx, Xx.

Xxxxxx X. Ipoch /s/ Xxxxxxxx X. Xxxxxxxxx
------------------------------- ----------------------------
Witness: Xxxxxxxx X. Xxxxxxxxx

Xxxxxx X. Ipoch /s/ Xxxxxx X. Xxxx
------------------------------- ---------------------------
Witness: X. Xxxx

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AMENDED AND RESTATED DIRECTOR'S DEFERRED COMPENSATION PLAN AGREEMENT

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