Exhibit 10.6



                          NEWBERRY FEDERAL SAVINGS BANK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



<PAGE>

                          Newberry Federal Savings Bank
                     Supplemental Executive Retirement Plan

                                Table of Contents

Article I - Introduction...................................................1

Article II - Definitions...................................................2

Article III - Eligibility and Participation................................5

Article IV - Benefits......................................................6

Article V - Accounts.......................................................8

Article VI - Supplemental Benefit Payments.................................9

Article VII - Claims Procedures...........................................11

Article VIII - Amendment and Termination..................................13

Article IX - General Provisions...........................................14

Article X - Required Regulatory Provisions................................17



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                                    Article I
                                  Introduction

Section 1.01      Purpose, Design and Intent.
                  ---------------------------

(a)      The purpose of the Newberry Federal Savings Bank Supplemental Executive
         Retirement Plan (the "Plan") is to assist Newberry Federal Savings Bank
         (the  "Bank")  and its  affiliates  in  retaining  the  services of key
         employees until their retirement, to induce such employees to use their
         best  efforts to enhance the  business of the Bank and its  affiliates,
         and  to  provide  certain  supplemental  retirement  benefits  to  such
         employees.

(b)      The Plan,  in relevant  part,  is intended  to  constitute  an unfunded
         "excess  benefit  plan" as  defined in  Section  3(36) of the  Employee
         Retirement  Income  Security  Act of  1974,  as  amended.  The  Plan is
         specifically  designed to provide certain key employees with retirement
         benefits  that  would have been  payable  under  various  tax-qualified
         retirement  plans sponsored by the Bank but for the limitations  placed
         on the benefits and contribution  under that plan by various provisions
         of the Internal Revenue Code of 1986, as amended.


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                                   Article II
                                   Definitions

Section 2.01  Definitions. In this Plan, whenever the context so indicates,  the
              -----------
singular or the plural  number and the  masculine  or feminine  gender  shall be
deemed to include the other,  the terms "he," "his," and "him," shall refer to a
Participant  or  Beneficiary,  as the  case may be,  and,  except  as  otherwise
provided, or unless the context otherwise requires,  the capitalized terms shall
have the following meanings:

(a) "Affiliate" means any "parent  corporation" or any "subsidiary  corporation"
of the  Bank,  as  such  terms  are  defined  in  Sections  424(e)  and  424(f),
respectively, of the Code.

(b) "Applicable Limitations" means one of the following:

     (i)  the  maximum  limitation  on annual  benefits  payable by a  qualified
          defined benefit plan under Section 415(b) of the Code;

     (ii) the maximum  limitations  on annual  additions to a qualified  defined
          contribution plan under Section 415(c) of the Code;

     (iii)the maximum  limitation on the annual amount of compensation that may,
          under  Section  401(a)(17)  of the  Code,  be taken  into  account  in
          determining contributions to and benefits under qualified plans; and

     (iv) the maximum limitations,  under Sections 401(k),  401(m), or 402(g) of
          the Code,  on pre-tax  contributions  that may be made to a  qualified
          defined contribution plan.

(c) "Bank" means Newberry Federal Savings Bank and its successors.

(d) "Board of Directors" means the Board of Directors of the Bank.

(e) "Change in Control" means with respect to the Bank or the Company,  an event
of a nature that:  (i) results in a Change in 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 in 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


                                        2


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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.

(f)  "Code" means the Internal Revenue Code of 1986, as amended.

(g)  "Committee"  means the  person(s)  designated  by the  Board of  Directors,
pursuant to Section 9.02 of the Plan, to administer the Plan.

(h) "Common Stock" means the common stock of the Company.

(i) "Company" means Dutchfork Bancshares, Inc. and its successors.

(j) "Effective Date" means October 1, 1999.

(k)  "Eligible  Individual"  means any Employee of the Bank or an Affiliate  who
participates in the ESOP and whom the Board of Directors  determines is one of a
"select group of management or highly compensated  employees," as such phrase is
used for purposes of Sections 101, 201, and 301 of ERISA.

(l) "Employee" means any person employed by the Bank or an Affiliate.

(m) "Employer" means the Bank  or Affiliate that employs the Employee.

(n) "ERISA"  means the  Employee  Retirement  Income  Security  Act of 1974,  as
amended.

(o) "ESOP" means the Newberry  Federal  Savings Bank  Employee  Stock  Ownership
Plan, as amended from time to time.

(p) "ESOP  Acquisition  Loan" means a loan or other extension of credit incurred
by the trustee of the ESOP in  connection  with the  purchase of Common Stock on
behalf of the ESOP.

(q)  "Participant"  means an Eligible Employee who is entitled to benefits under
the Plan.

(r) "Pension Plan" means the Newberry Federal Savings Bank Fixed Benefit Pension
Plan, as amended from time to time.

(s) "Plan"  means this  Newberry  Federal  Savings Bank  Supplemental  Executive
Retirement Plan.

                                        3

<PAGE>


(t)  "Retirement"  means  termination  of employment  at any time  following the
satisfaction the  requirements for early or normal  retirement under the ESOP or
Pension Plan, as applicable.

(u) "Savings Plan" means the Newberry Federal Savings Bank Employees'  Savings &
Profit Sharing Plan and Trust, as amended from time to time.

(v)  "Supplemental  ESOP Account"  means an account  established by an Employer,
pursuant  to  Section  5.01  of  the  Plan,  with  respect  to  a  Participant's
Supplemental ESOP Benefit.

(w)  "Supplemental  ESOP  Benefit"  means the benefit  credited to a Participant
pursuant to Section 4.01 of the Plan.

(x)  "Supplemental  Pension  Benefit"  means the benefit earned by a Participant
pursuant to Section 4.02 of the Plan.

(y) "Supplemental  Savings Account" means an account established by an Employer,
pursuant to Section 5.02 of the Plan,  with respect to a Participant  Supplement
Savings Benefit.

(z)  "Supplemental  Savings Benefit" means the benefit credited to a Participant
pursuant to Section 4.02 of the Plan.


                                        4


<PAGE>


                                   Article III
                          Eligibility and Participation

Section 3.01      Eligibility and Participation.
                  ------------------------------

(a)      Each  Eligible  Employee  may  participate  in the  Plan.  An  Eligible
         Employee  shall become a Participant  in the Plan upon  designation  as
         such by the Board of Directors.  An Eligible Employee whom the Board of
         Directors  designates  as a  Participant  in the  Plan  shall  commence
         participation as of the date established by the Board of Directors. The
         Board of  Directors  shall  establish  an Eligible  Employee's  date of
         participation at the same time it designates the Eligible Employee as a
         Participant in the Plan.

(b)      The Board of Directors may, at any time, designate an Eligible Employee
         as a  Participant  for any or all  supplemental  benefits  provided for
         under Article IV of the Plan.


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<PAGE>


                                   Article IV
                                    Benefits


Section 4.01      Supplemental ESOP Benefit.
                  --------------------------

As of the last day of each plan year of the ESOP,  the Employer shall credit the
Participant's  Supplemental  ESOP Account with a Supplemental ESOP Benefit equal
to the excess of (a) over (b), where:

(a)    Equals the annual contributions made by the Employer and/or the number of
       shares of Common Stock  released for  allocation in  connection  with the
       repayment of an ESOP  Acquisition  Loan that would otherwise be allocated
       to the accounts of the Participant under the ESOP for the applicable plan
       year if the  provisions of the ESOP were  administered  without regard to
       and of the Applicable Limitations; and

(b)    Equals the annual  contributions  made by the Employer and for the number
       of shares of common stock released for allocation in connection  with the
       repayment of an ESOP Acquisition Loan that are actually  allocated to the
       accounts of the  Participant  under the  provisions  of the ESOP for that
       particular  plan  year  after  giving  effect  to any  reduction  of such
       allocation  required by the limitations  imposed by any of the Applicable
       Limitations.

Section 4.02      Supplemental Pension Benefit.
                  -----------------------------

A Participant or, in the event of his death, his  beneficiary,  whose retirement
or survivor  benefits  under the Pension  Plan are limited by one or more of the
Applicable Limitations shall be entitled to a supplemental retirement benefit or
survivor  benefit  (Supplemental  Pension  Benefit) under this Plan in an amount
equal to the excess of:

     (i)  the  benefit to which he would be entitled  under the Pension  Plan in
          the absence of the Applicable Limitations,  computed as of the day the
          Participant  separates  from service with the Employer on the basis of
          the benefit form elected under the Pension Plan; over

     (ii) the actual  benefit to which he is entitled  under the  Pension  Plan,
          computed as of the day the Participant separates from service with the
          Employer on the basis of the benefit  form  elected  under the Pension
          Plan;

provided,  however,  that, if the Plan is frozen or terminated with respect to a
Participant  prior  to his  separation  from  service  with the  Employer,  such
Supplemental  Pension Benefit shall not exceed the Supplemental  Pension Benefit
that  would  have been  payable  under this  Section  4.02,  on the basis of the
benefit form elected under the Pension Plan, if his separation  from service had
occurred as of the date of the termination of the Plan.


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<PAGE>


Section 4.03      Supplemental Savings Benefit.
                  -----------------------------

A  Participant's  Supplemental  Savings Benefit under the Plan shall be equal to
the excess of (a) over (b), where:

(a)    is matching contributions that would otherwise be allocated to an account
       of the  Participant  under the Savings Plan for a particular  year if the
       provisions of the Savings Plan were administered without regard to any of
       the Applicable Limitations; and

(b)    is the  matching  contributions  made by the  Employer  that are actually
       allocated to an account of the  Participant  under the  provisions of the
       Savings  Plan  for  that  particular  year  after  giving  effect  to any
       reduction  of  such   allocation   required  by  any  of  the  Applicable
       Limitations.


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<PAGE>

                                    Article V
                                    Accounts

Section 5.01      Supplemental ESOP Benefit Account.
                  ----------------------------------

For each  Participant who is credited with a benefit pursuant to Section 4.01 of
the Plan, the Employer shall establish,  as a memorandum account on its books, a
Supplemental  ESOP  Account.  Each  year,  the  Committee  shall  credit  to the
Participant's  Supplemental ESOP Account the amount of benefits determined under
Section 4.01 of the Plan for that year.  The Committee  shall credit the account
with an amount  equal to the  appropriate  number  of shares of Common  Stock or
other  medium  of  contribution  that  would  have  otherwise  been  made to the
Participant's accounts under the ESOP but for the Applicable Limitations. Shares
of Common  Stock shall be valued under this Plan in the same manner as under the
ESOP. Cash contributions  credited to a Participant's  Supplemental ESOP Account
shall be  credited  annually  with  interest  at a rate  equal  to the  combined
weighted return provided to the Participant's non-stock accounts under the ESOP.

Section 5.02      Supplemental Savings Account.
                  -----------------------------

The Employer shall establish a memorandum  account,  the  "Supplemental  Savings
Account" for each  Participant  on its books,  and each year the Committee  will
credit the amount of  contributions  determined  under Section 4.03 of the Plan.
Contributions credited to a Participant's  Supplemental Savings Account shall be
credited  monthly with interest at a rate equal to the combined  weighted return
provided to the Participant's  matching  contribution  account under the Savings
Plan.


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<PAGE>


                                   Article VI
                          Supplemental Benefit Payments


Section 6.01      Payment of Supplemental ESOP Benefit.
                  -------------------------------------

(a)    A  Participant's   Supplemental   ESOP  Benefit  shall  be  paid  to  the
       Participant  or  in  the  event  of  the  Participant's   death,  to  his
       beneficiary in the same form,  time and medium (i.e.,  cash and/or shares
       of Common Stock) as his benefits are paid under the ESOP.

(b)    A Participant shall have a non-forfeitable right to the Supplemental ESOP
       Benefit  credited to him under this Plan in the same percentage as he has
       to  benefits  allocated  to him under  the ESOP at the time the  benefits
       become distributable to him under the ESOP.

Section 6.02      Payment of Supplemental Pension Benefit.
                  ----------------------------------------

(a)    A  Participant's  Supplemental  Pension  Benefit  shall  be  paid  to the
       Participant  or  in  the  event  of  the  Participant's   death,  to  his
       beneficiary  in the same form,  and at the same time as his  benefits are
       paid under the Pension Plan.

(b)    A  Participant  shall have a  non-forfeitable  right to his  Supplemental
       Pension  Benefit under this Plan in the same  percentage as he has to his
       accrued  benefits under the Pension Plan at the time the benefits  become
       distributable to him under the Pension Plan.

Section 6.03      Payment of Supplemental Savings Benefit.
                  ----------------------------------------

(a)    A  Participant's  Supplemental  Savings  Benefit  shall  be  paid  to the
       Participant  or  in  the  event  of  the  Participant's   death,  to  his
       beneficiary  in the same form,  and at the same time as his  benefits are
       paid under the Savings Plan.

(b)    A  Participant  shall have a  non-forfeitable  right to his  Supplemental
       Savings  Benefit under this Plan in the same  percentage as he has to his
       accrued  benefits under the Pension Plan at the time the benefits  become
       distributable to him under the Savings Plan.

Section 6.04      Alternative Payment of Benefits.
                  --------------------------------

Notwithstanding the other provisions of this Article VI, a Participant may, with
prior written consent of the Committee and upon such terms and conditions as the
Committee  may impose,  request that the  Supplemental  ESOP Benefit  and/or the
Supplemental  Pension Benefit and/or Supplemental Savings Benefit to which he is
entitled,  and the survivor  benefit to which his beneficiary  under the Pension
Plan may be entitled under Section 4.02 be paid  commencing at a different time,
over a different period, in a different form, or to different persons,  than the
benefit to which he or his beneficiary  may be entitled under the ESOP,  Savings
Plan or the Pension Plan; provided, however, that in the event of any difference
with respect to his  Supplemental  Pension  Benefit,  the benefit

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<PAGE>


actually  paid under this Section  6.04 shall be the  actuarial  equivalent  (as
determined based on applicable tables,  factors, and assumption set forth in the
Pension  Plan)  of the  benefit  that  would  be paid  in  accordance  with  the
provisions of Section 6.02 of the Plan.


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<PAGE>


                                   Article VII
                                Claims Procedures

Section 7.01      Claims Reviewer.
                  ----------------

For purposes of handling claims with respect to this Plan, the "Claims Reviewer"
shall be the Committee,  unless the Committee designates another person or group
of persons as Claims Reviewer.

Section 7.02      Claims Procedure.
                  -----------------

(a)    An  initial  claim  for  benefits  under  the  Plan  must  be made by the
       Participant or his or her beneficiary or beneficiaries in accordance with
       the terms of this Section 7.02.

(b)    Not later than ninety (90) days after receipt of such a claim, the Claims
       Reviewer  will render a written  decision  on the claim to the  claimant,
       unless special circumstances require the extension of such 90-day period.
       If such  extension is necessary,  the Claims  Reviewer  shall provide the
       Participant  or  the  Participant's  beneficiary  or  beneficiaries  with
       written  notification  of such  extension  before the  expiration  of the
       initial  90-day  period.  Such notice shall specify the reason or reasons
       for the extension and the date by which a final decision can be expected.
       In no event shall such extension exceed a period of ninety (90) days from
       the end of the initial 90-day period.

(c)    In the event the Claims Reviewer denies the claim of a Participant or any
       beneficiary  in  whole  or  in  part,  the  Claims   Reviewer's   written
       notification  shall specify,  in a manner  calculated to be understood by
       the claimant, the reason for the denial; a reference to the Plan or other
       document or form that is the basis for the denial;  a description  of any
       additional material or information  necessary for the claimant to perfect
       the claim;  an  explanation  as to why such  information  or  material is
       necessary; and an explanation of the applicable claims procedure.

(d)    Should the claim be denied in whole or in part and should the claimant be
       dissatisfied  with the Claims  Reviewer's  disposition  of the claimant's
       claim,  the  claimant may have a full and fair review of the claim by the
       Committee  upon  written  request   submitted  by  the  claimant  or  the
       claimant's duly authorized  representative  and received by the Committee
       within sixty (60) days after the claimant  receives written  notification
       that the  claimant's  claim  has been  denied.  In  connection  with such
       review,  the claimant or the claimant's  duly  authorized  representative
       shall be entitled to review pertinent documents and submit the claimant's
       views as to the issues,  in writing.  The Committee  shall act to deny or
       accept the claim within sixty (60) days after  receipt of the  claimant's
       written  request  for review  unless  special  circumstances  require the
       extension of such 60-day  period.  If such  extension is  necessary,  the
       Committee  shall provide the claimant with written  notification  of such
       extension  before the expiration of such initial  60-day  period.  In all
       events,  the  Committee  shall act to deny or accept the claim within 120
       days of the receipt of the  claimant's  written  request for review.  The
       action of the

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       Committee  shall be in the form of a written  notice to the  claimant and
       its  contents  shall  include all of the  requirements  for action on the
       original claim.

(e)    In no event  may a  claimant  commence  legal  action  for  benefits  the
       claimant  believes are due the claimant  until the claimant has exhausted
       all of the remedies and procedures  afforded the claimant by this Article
       VII.

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<PAGE>

                                  Article VIII
                            Amendment and Termination

Section 8.01      Amendment of the Plan.
                  ----------------------

The Bank  may  from  time to time and at any  time  amend  the  Plan;  provided,
however,  that  such  amendment  may not  adversely  affect  the  rights  of any
Participant or  beneficiary  with respect to any benefit under the Plan to which
the Participant or beneficiary may have previously  become entitled prior to the
effective  date of such  amendment  without  the consent of the  Participant  or
beneficiary.  The Committee shall be authorized to make minor or  administrative
changes to the Plan,  as well as amendments  required by  applicable  federal or
state law (or authorized or made desirable by such statutes); provided, however,
that such amendments must subsequently be ratified by the Board of Directors.

Section 8.02      Termination of the Plan.
                  ------------------------

The Bank may at any time  terminate  the  Plan;  provided,  however,  that  such
termination  may  not  adversely   affect  the  rights  of  any  Participant  or
beneficiary  with respect to any benefit under the Plan to which the Participant
or beneficiary may have  previously  become entitled prior to the effective date
of such termination  without the consent of the Participant or beneficiary.  Any
amounts  credited to the supplemental  accounts of any Participant  shall remain
subject to the provisions of the Plan and no  distribution  of benefits shall be
accelerated because of termination of the Plan.

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                                   Article IX
                               General Provisions

Section 9.01      Unfunded, Unsecured Promise to Make Payments in the Future.
                  ----------------------------------------------------------

The right of a Participant or any  beneficiary  to receive a distribution  under
this Plan shall be an unsecured  claim against the general assets of the Bank or
its  Affiliates  and neither a Participant  nor his  designated  beneficiary  or
beneficiaries  shall have any rights in or against  any amount  credited  to any
account  under this Plan or any other  assets of the Bank or an  Affiliate.  The
Plan at all times shall be  considered  entirely  unfunded both for tax purposes
and for  purposes  of Title I of  ERISA.  Any  funds  invested  hereunder  shall
continue  for all  purposes to be part of the  general  assets of the Bank or an
Affiliate and  available to its general  creditors in the event of bankruptcy or
insolvency.  Accounts  under  this Plan and any  benefits  which may be  payable
pursuant  to this Plan are not  subject  in any  manner to  anticipation,  sale,
alienation,   transfer,   assignment,   pledge,   encumbrance,   attachment,  or
garnishment by creditors of a Participant or a  Participant's  beneficiary.  The
Plan  constitutes  a mere  promise  by the  Bank or  Affiliate  to make  benefit
payments in the future.  No interest or right to receive a benefit may be taken,
either  voluntarily or  involuntarily,  for the satisfaction of the debts of, or
other obligations or claims against, such Participant or beneficiary,  including
claims for  alimony,  support,  separate  maintenance  and claims in  bankruptcy
proceedings.

Section 9.02      Committee as Plan Administrator.
                  --------------------------------

(a)    The Plan shall be administered  by the Committee  designated by the Board
       of Directors.

(b)    The Committee  shall have the authority,  duty and power to interpret and
       construe  the  provisions  of  the  Plan  as it  deems  appropriate.  The
       Committee shall have the duty and responsibility of maintaining  records,
       making the requisite  calculations and disbursing the payments hereunder.
       In addition, the Committee shall have the authority and power to delegate
       any of its  administrative  duties to employees of the Bank or Affiliate,
       as they may deem appropriate.  The Committee shall be entitled to rely on
       all  tables,  valuations,   certificates,   opinions,  data  and  reports
       furnished by any actuary, accountant, controller, counsel or other person
       employed  or  retained  by  the  Bank  with  respect  to  the  Plan.  The
       interpretations,  determination,  regulations  and  calculations  of  the
       Committee  shall  be  final  and  binding  on  all  persons  and  parties
       concerned.

Section 9.03      Expenses.
                  ---------

Expenses  of  administration  of the  Plan  shall  be  paid  by the  Bank  or an
Affiliate.

Section 9.04      Statements.
                  -----------

The Committee shall furnish  individual annual statements of accrued benefits to
each  Participant,  or current  beneficiary,  in such form as  determined by the
Committee or as required by law.

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<PAGE>

Section 9.05      Rights of Participants and Beneficiaries.
                  -----------------------------------------

(a)    The sole rights of a Participant or beneficiary  under this Plan shall be
       to have this Plan  administered  according to its provisions,  to receive
       whatever benefits he or she may be entitled to hereunder.

(b)    Nothing in the Plan shall be  interpreted as a guaranty that any funds in
       any trust which may be established in connection  with the Plan or assets
       of the  Bank or an  Affiliate  will  be  sufficient  to pay  any  benefit
       hereunder.

(c)    The  adoption  and  maintenance  of this Plan shall not be  construed  as
       creating any  contract of  employment  or service  between the Bank or an
       Affiliate and any  Participant  or other  individual.  The Plan shall not
       affect  the  right  of  the  Bank  or  an  Affiliate  to  deal  with  any
       Participants in employment or service  respects,  including their hiring,
       discharge, compensation, and conditions of employment or other service.

Section 9.06      Incompetent Individuals.
                  ------------------------

The  Committee may from time to time  establish  rules and  procedures  which it
determines  to be necessary  for the proper  administration  of the Plan and the
benefits  payable  to a  Participant  or  beneficiary  in the  event  that  such
Participant or beneficiary  is declared  incompetent  and a conservator or other
person  legally  charged  with  that  Participant's  or  beneficiary's  care  is
appointed.  Except as otherwise provided herein,  when the Committee  determines
that such  Participant  or  beneficiary is unable to manage his or her financial
affairs,  the Committee may pay such Participant's or beneficiary's  benefits to
such   conservator,   person  legally   charged  with  such   Participant's   or
beneficiary's care, or institution then contributing toward or providing for the
care and maintenance of such Participant or beneficiary.  Any such payment shall
constitute a complete discharge of any liability of the Bank or an Affiliate and
the Plan for such Participant or beneficiary.

Section 9.07      Sale, Merger, or Consolidation of the Bank.
                  -------------------------------------------

The Plan may be  continued  after a sale of assets  of the Bank,  or a merger or
consolidation of the Bank into or with another corporation or entity only if and
to the extent that the  transferee,  purchaser  or  successor  entity  agrees to
continue the Plan. Additionally, upon a merger, consolidation or other change in
control any amounts credited to Participant's  deferral accounts shall be placed
in a grantor trust to the extent not already in such a trust.  In the event that
the Plan is not continued by the transferee, purchaser or successor entity, then
the Plan shall be  terminated  subject to the  provisions of Section 8.02 of the
Plan. Any legal fees incurred by a Participant in determining  benefits to which
such  Participant  is  entitled  under the Plan  following  a sale,  merger,  or
consolidation  of the  Bank or an  Affiliate  of  which  the  Participant  is an
Employee or, if applicable, a member of the Board of Directors, shall be paid by
the resulting or succeeding entity.

                                       15

<PAGE>


Section 9.08      Location of Participants.
                  -------------------------

Each Participant  shall keep the Bank informed of his or her current address and
the current address of his or her designated  beneficiary or beneficiaries.  The
Bank shall not be  obligated  to search for any  person.  If such  person is not
located  within  three  (3)  years  after  the  date  on  which  payment  of the
Participant's benefits payable under this Plan may first be made, payment may be
made as though the  Participant or his or her beneficiary had died at the end of
such three-year period.

Section 9.09      Liability of the Bank and its Affiliates.
                  ----------------------------------------

Notwithstanding  any provision herein to the contrary,  neither the Bank nor any
individual  acting as an  employee  or agent of the Bank  shall be liable to any
Participant, former Participant, beneficiary, or any other person for any claim,
loss,  liability  or  expense  incurred  in  connection  with the  Plan,  unless
attributable to fraud or willful  misconduct on the part of the Bank or any such
employee or agent of the Bank.

Section 9.10      Governing Law.
                  --------------

All questions  pertaining to the  construction,  validity and effect of the Plan
shall be determined in accordance  with the laws of the United States and to the
extent not preempted by such laws, by the laws of South Carolina.

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<PAGE>

                                    Article X
                         Required Regulatory Provisions

Section 10.01     Required Regulatory Provisions.
                  -------------------------------

       (a) The Employer may terminate an Employee's  employment at any time, but
any termination by the Employer,  other than  termination  for cause,  shall not
prejudice the  Employee's  right to  compensation  or other  benefits under this
Plan.  An  Employee  shall not have the right to receive  compensation  or other
benefits for any period  after a  termination  for cause as  otherwise  provided
hereunder.

       (b) If the  Employee is  suspended  and/or  temporarily  prohibited  from
participating  in the  conduct of the Bank's  affairs by a notice  served  under
Section  8(e)(3) or 8(g)(1) of the  Federal  Deposit  Insurance  Act,  12 U.S.C.
ss.1818(e)(3)  or (g)(1),  the Bank's  obligations  under this contract shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are  dismissed,  the Bank may in its discretion (i)
pay the Employee all or part of the  compensation  withheld while their contract
obligations  were  suspended and (ii) reinstate (in whole or in part) any of the
obligations which were suspended.

       (c) If  the  Employee  is  removed  and/or  permanently  prohibited  from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e)(4) or 8(g)(1) of the  Federal  Deposit  Insurance  Act,  12 U.S.C.
ss.1818(e)(4)  or  (g)(1),  all  obligations  of the Bank  under this Plan shall
terminate  as of the  effective  date of the  order,  but  vested  rights of the
contracting parties shall not be affected.

       (d) If the Bank is in  default  as  defined  in  Section  3(x)(1)  of the
Federal Deposit  Insurance Act, 12 U.S.C.  ss.1813(x)(1)  all obligations of the
Bank  under  this  Plan  shall  terminate  as of the date of  default,  but this
paragraph shall not affect any vested rights of the Participants.

       (e)  Any  payments  made  to  Participants  pursuant  to  this  Plan,  or
otherwise, are subject to and conditioned upon compliance with 12 U.S.C. Section
1828(k),  12 C.F.R.  Part 359 and 12 C.F.R.  Section  545.121  and any rules and
regulations promulgated thereunder.

Having been adopted by its Board of Directors on the June 27, 2000, this Plan is
executed by its duly authorized officer this 5th day of  July, 2000.

                                      NEWBERRY FEDERAL SAVINGS BANK
Attest:

/s/ Steve P. Sligh
------------------------              By: /s/ J. Thomas Johnson
                                         ---------------------------------------
                                         J. Thomas Johnson
                                         For the Entire Board of Directors


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