<PAGE>

                                                                    EXHIBIT 10.5

                        NEWBERRY FEDERAL SAVINGS BANK
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<PAGE>

                         Newberry Federal Savings Bank
                    Supplemental Executive Retirement Plan

                               Table of Contents

<TABLE>
<S>                                                                          <C>
Article I - Introduction....................................................   1

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

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

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

Article V - Accounts........................................................   7

Article VI - Supplemental Benefit Payments..................................   8

Article VII - Claims Procedures.............................................   9

Article VIII - Amendment and Termination....................................  11

Article IX - General Provisions.............................................  12

Article X - Required Regulatory Provisions..................................  15
</TABLE>

                                       i
<PAGE>

                                   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.

                                       1
<PAGE>

                                  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) would be required to be reported in response to Item 1(a)
of the current report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
or (ii) results in a Change in Control of the Bank or the Holding Company within
the meaning of the Change in Bank Control Act and the Rules and Regulations
promulgated by the Federal Deposit Insurance Corporation ("FDIC") at 12 C.F.R.
(S) 303.4(a), with respect to the Bank, and the Rules and Regulations
promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor
agency), with respect to the Holding Company, as in effect on the date of this
Agreement; or (iii) 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 Holding Company representing
20%

                                       2
<PAGE>

or more of the Bank's or the Holding Company's outstanding voting securities or
right to acquire such securities except for any voting securities of the Bank
purchased by the Holding Company and any voting securities purchased by any
employee benefit plan of the Holding 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 Holding 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 Holding Company or similar transaction occurs or is
effectuated in which the Bank or Holding Company is not the resulting entity, or
(D) a proxy statement has been distributed soliciting proxies from stockholders
of the Holding Company, by someone other than the current management of the
Holding Company, seeking stockholder approval of a plan of reorganization,
merger or consolidation of the Holding Company or Bank with one or more
corporations as a result of which the outstanding shares of the class of
securities then subject to such plan or transaction are exchanged for or
converted into cash or property or securities not issued by the Bank or the
Holding Company shall be distributed, or (E) a tender offer is made for 20% or
more of the voting securities of the Bank or Holding Company then outstanding.

(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 January 1, 2000.

(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.

                                       3
<PAGE>

(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.

(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 Salary Savings Plan,
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.

                                       5
<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.

                                       6
<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.

                                       7
<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.

                                       8
<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

                                       9
<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.

                                      10
<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

                                      11
<PAGE>

     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.

                                      12
<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.

                                      13
<PAGE>

                                  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.

                                      14
<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.

                                      16
<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.
(S)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.
(S)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. (S)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 ____ day of ____________,
2000, this Plan is executed by its duly authorized officer this ___ day
of ________________.


                                    NEWBERRY FEDERAL SAVINGS BANK
Attest:

________________________            By:___________________________________
                                         For the Entire Board of Directors

                                      17