Exhibit 10.2

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                               ADOPTION AGREEMENT

                 For Gaston Federal Savings and Loan Association
               Employees' Savings & Profit Sharing Plan and Trust

                                 Client No. D20

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                               ADOPTION AGREEMENT
                                       FOR
                   Gaston Federal Savings and Loan Association
               EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST

Name of Employer: Gaston Federal Savings and Loan Association

Address:          245 West Main Avenue P.O. Box 2249, Gastonia,
                  North Carolina 28053-2249

Telephone Number: 704-868-5200      Fax# 704-868-5219  or 868-5226

Contact Person:   Mr. Paul L. Teem, Jr. Executive Vice President and Secretary

Name of Plan:     Gaston Federal Savings and Loan Association Employees' Savings
                  & Profit Sharing Plan and Trust


THIS ADOPTION AGREEMENT upon execution by the Employer and the Trustee, and
subsequent approval by a duly authorized representative of Pentegra Services,
Inc. (the "Sponsor"), together with the Sponsor's Employees' Savings & Profit
Sharing Plan and Trust Agreement (the "Agreement"), shall constitute the Gaston
Federal Savings and Loan Association Employees' Savings & Profit Sharing Plan
and Trust (the "Plan"). The terms and provisions of the Agreement are hereby
incorporated herein by this reference; provided, however, that if there is any
conflict between the Adoption Agreement and the Agreement, this Adoption
Agreement shall control.

The elections hereinafter made by the Employer in this Adoption Agreement may be
changed by the Employer from time to time by written instrument executed by a
duly authorized representative thereof; but if any other provision hereof or any
provision of the Agreement is changed by the Employer other than to satisfy the
requirements of Section 415 or 416 of the Internal Revenue Code of 1986, as
amended (the "Code"), because of the required aggregation of multiple plans, or
if as a result of any change by the Employer the Plan fails to obtain or retain
its tax-qualified status under Section 401 (a) of the Code, the Employer shall
be deemed to have amended the Plan evidenced hereby and by the Agreement into an
individually designed plan, in which event the Sponsor shall thereafter have no
further responsibility for the tax-qualified status of the Plan. However, the
Sponsor may amend any term, provision or definition of this Adoption Agreement
or the Agreement in such manner as the Sponsor may deem necessary or advisable
from time to time and the Employer and the Trustee, by execution hereof,
acknowledge and consent thereto. Notwithstanding the foregoing, no amendment of
this Adoption Agreement or of the Agreement shall increase the duties or
responsibilities of the Trustee without the written consent thereof.

I.       Effect of Execution of Adoption Agreement

The Employer, upon execution of this Adoption Agreement by a duly authorized
representative thereof, (choose 1 or 2):

 1.  __  Establishes as a new plan the Gaston Federal Savings and Loan
         Association Employees' Savings & Profit Sharing Plan and Trust,
         effective _______________, 19___ (the "Effective Date").

 2.  X   Amends its existing defined contribution plan and trust (The
         Financial Institutions Thrift Plan as adopted by Gaston Federal Savings
         and Loan Association) dated January 1, 1993, in its entirety into the
         Gaston Federal Savings and Loan Association Employees' Savings & Profit
         Sharing Plan and Trust, effective March 1, 19 98, except as otherwise
         provided herein or in the Agreement (the "Effective Date").

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II.      Definitions

A.       Employer

         1.       "Employer," for purposes of the Plan, shall mean:
                  Gaston Federal Savings and Loan Association

         2.       The Employer is (choose whichever may apply):

                  (a) __ A member of a controlled group of corporations under
                         Section 414(b) of the Code.
                  (b) __ A member of a group of entities under common control
                         under Section 414(c) of the Code.
                  (c) __ A member of an affiliated service group under Section
                         414(m) of the Code.
                  (d) X  A corporation.
                  (e) __ A sole proprietorship or partnership.
                  (f) __ A Subchapter S corporation.

         3.       Employer's Taxable Year Ends on 09/30.

         4.       Employer's Federal Taxpayer Identification Number is
                  56-0233080.

         5.       Employer's Plan Number is (enter 3-digit number) ____.

B.       "Entry Date" means the first day of the (choose 1 or 2):

         1. X     Calendar month coinciding with or next following the date
                  the Employee satisfies the Eligibility requirements described
                  in Section III.

         2. __    Calendar quarter (January 1, April 1, July 1, October 1)
                  coinciding with or next following the date the Employee
                  satisfies the Eligibility requirements described in Section
                  III.

C.       "Member" means an Employee enrolled in the membership of the Plan.

D.       "Normal Retirement Age" means (choose 1 or 2):

         1. X     Attainment of age 65 (select an age not less than 55 and not
                  greater than 65).

         2. __    Later of: (i) attainment of age 65 or (ii) the fifth
                  anniversary of the date the Member commenced participation in
                  the Plan.

E.       "Normal Retirement Date" means the first day of the first calendar
         month coincident with or next following the date upon which a Member
         attains his or her Normal Retirement Age.

F.       "Plan Year" means the twelve (12) consecutive month period ending on
         12/31 (month/day).

G.       "Salary" for benefit purposes under the Plan means (choose 1, 2 or 3):
         1. __    Total taxable compensation as reported on Form W-2 (exclusive
                  of any compensation deferred from a prior year).

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         2. X     Basic Salary only.

         3. __    Basic Salary plus one or more of the following (if 3 is
                  chosen, then choose (a), (b), (c) or (d), whichever shall
                  apply):

                  (a) __ Commissions not in excess of $
                  (b) __ Commissions to the extent that Basic Salary plus
                         Commissions do not exceed $
                  (c) __ Overtime
                  (d) __ Overtime and bonuses

         Note:    Member pre-tax contributions to a Section 401(k) plan are
                  always included in Plan Salary.

                  Member pre-tax contributions to a Section 125 cafeteria plan
                  are also to be included in Plan Salary, unless the Employer
                  elects to exclude such amounts by checking this line __.

III.     Eligibility Requirements

A.       All Employees shall be eligible to participate in the Plan in
         accordance with the provisions of Article II of the Plan, except the
         following Employees shall be excluded (choose whichever shall apply):

         1. __ Employees who have not attained age 21.

         2. X     Employees who have not, during the 3 consecutive month period
                  (1-11, 12 or 24) beginning with an Employee's Date of
                  Employment, Date of Reemployment or any anniversary thereof,
                  completed 250 number of Hours of Service (determined by
                  multiplying the number of months above by 83 1/3).

         Note: Employers which permit Members to make pre-tax elective deferrals
               to the Plan (see V.A. 3.) may not elect a 24 month eligibility
               period.

         3. __    Employees included in a unit of Employees covered by a
                  collective bargaining agreement, if retirement benefits were
                  the subject of good faith bargaining between the Employer and
                  Employee representatives.

         4. __    Employees who are nonresident aliens and who receive no
                  earned income from the Employer which constitutes income from
                  sources within the United States.

         5. __    Employees included in the following job classifications:

                  (a) __  Hourly Employees
                  (b) __  Salaried Employees

         6. __    Employees of the following employers which are aggregated
                  under Section 414(b), 414(c) or 414(m) of the Code:
                  ______________________________________________________________
                  ______________________________________________________________
                  ______________________________________________________________
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Note:    if no entries are made above,  all  Employees  shall be eligible to
         participate  in the Plan on the later of: (i) the Effective Date or
         (ii) the first day of the calendar month or calendar quarter (as
         designated by the Employer in Section II.D.) coinciding with or
         immediately  following the  Employee's Date of Employment or, as
         applicable, Date of Reemployment.

B.       Such Eligibility Computation Period established above shall be
         applicable to (choose 1 or 2):

         1. X     Both present and future Employees.

         2. __    Future Employees only.

C.       Such Eligibility requirements established above shall be
         (choose 1 or 2):

         1. X     Applied to the designated Employee group on and after the
                  Effective Date of the Plan.

         2. __    Waived for the __ consecutive monthly period (may not exceed
                  12) beginning on the Effective Date of the Plan.

IV.      Hours of Employment and Prior Employment Credit

A.       The number of Hours of Employment with which an Employee or Member is
         credited shall be (choose 1 or 2):

         1. __    The actual number of Hours of Employment. (Hour of Service
                  Method)

         2. X     83 1/3 Hours of Employment for every month of Employment.
                  (Elapsed Time Method)

         Note:    This election is relevant if you selected an eligibility
                  requirement under III.A.2 or a vesting schedule under VIII.A.
                  ther than immediate vesting.

B. Prior Employment Credit: N/A

         ___      Employment with the following entity or entities shall be
                  included for eligibility and vesting purposes:

         Note:    if this Plan is a continuation of a Predecessor Plan, service
                  under the Predecessor Plan shall be counted as Employment
                  under this Plan.

V.       Contributions

Note:    Annual Member pre-tax elective deferrals, Employer matching
         contributions, Employer basic contributions, Employer supplemental
         contributions, Employer profit sharing contributions and Employer
         Qualified Non-Elective contributions, in the aggregate, may not exceed
         15% of all Members' Salary (excluding from Salary Member pre-tax
         elective deferrals).

A.       Employee Contributions (fill in 1 and/or 6 if applicable; choose 2 or
         3; 4 or 5):

         1. X     The maximum amount of monthly contributions a Member may make
                  to the Plan is 15% (1-20) of the Member's monthly Salary.
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         2. X     A Member may make pre-tax elective deferrals to the Plan,
                  based on multiples of 1% of monthly Salary.

         3. __    A Member may not make pre-tax elective deferrals to the Plan.

         4. __    A Member may make after-tax contributions to the Plan, based
                  on multiples of 1% of monthly Salary.

         5. X     A Member may not make after-tax contributions to the Plan.

         6. X     An Employee may allocate a rollover contribution to the Plan
                  prior to satisfying the Eligibility requirements described
                  above.

B. A Member may change his or her contribution rate (choose 1, 2 or 3):

         1. X 1 time per pay period.

         2. __ 1 time per calendar month.

         3. __ 1 time per calendar quarter.

C.       Employer Matching Contributions (fill in 1 if applicable; and choose 2,
         3, 4 or 5):

         1. __    The Employer matching contributions under 2, 3 or 4 below
                  shall be based on the Member's contributions not in excess of
                  15% (1-20 but not in excess of the percentage specified in
                  A.1. above) of the Member's Salary.

         2. X     The Employer shall allocate to each contributing Member's
                  Account an amount equal to 25% (based on 1 % increments not to
                  exceed 200%) of the Member's contributions for that month.

         3. __    The Employer shall allocate to each contributing Member's
                  Account an amount determined in accordance with the following
                  schedule:

                  Years of Employment                Matching %
                  Less than 3                        50%
                  At least 3, but less than 5        75%
                  5 or more                          100%

         4. __    The Employer shall allocate to each contributing Member's
                  Account an amount determined in accordance with the following
                  schedule:

                  Years of Employment                Matching %
                  Less than 3                        100%
                  At least 3, but less than 5        150%
                  5 or more                          200%

         5. __    No Employer matching contributions will be made to the Plan.


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D. Employer Basic Contributions (choose 1 or 2): N/A

         1. __    The Employer shall allocate an amount equal to _____%  (based
                  on 1%  increments  not to exceed 15%) of Member's Salary for
                  the month to (choose (a) or (b)):

                  (a) __   The Accounts of all Members
                  (b) __   The  Accounts of all Members who were employed with
                           the  Employer on the last day of such month.

         2. __    No Employer basic contributions will be made to the Plan.

E. Employer Supplemental Contributions:

         The Employer may make supplemental contributions for any Plan Year in
         accordance with Section 3.7 of the Plan.

F. Employer Profit Sharing Contributions (Choose 1, 2, 3, 4, or 5):

         1. X     No Employer Profit Sharing Contributions will be made to the
                  Plan.

         Non-Integrated Formula             N/A

         2. __    Profit sharing contributions shall be allocated to each
                  Member in the same ratio as each Member's Salary during such
                  Contribution Determination Period bears to the total of such
                  Salary of all Members.

         3. __    Profit sharing contributions shall be allocated to each
                  Member in the same ratio as each Member's Salary for the
                  portion of the Contribution Determination Period during which
                  the Member satisfied the Employer's eligibility requirement(s)
                  bears to the total of such Salary of all Members.

         Integrated Formula                 N/A

         4. __    Profit sharing contributions shall be allocated to each
                  Member's Account in a uniform percentage (specified by the
                  Employer as _______%) of each Member's Salary during the
                  Contribution  Determination  Period up to the Social Security
                  Taxable Wage Base as defined in Section __ of the Plan ("Base
                  Salary") for the Plan Year that includes such Contribution
                  Determination Period, plus a uniform percentage (specified by
                  the Employer as ______%) of each Member's Salary for the
                  Contribution Determination Period in excess of the Social
                  Security Taxable Wage Base ("Excess  Salary") for the Plan
                  Year that includes such Contribution Determination Period, in
                  accordance with Article III of the Plan.

         5. __    Profit  sharing  contributions  shall  be  allocated  to each
                  Member's  Account  in  a uniform percentage  (specified by the
                  Employer as ____%) of each Member's Salary for the portion of
                  the Contribution  Determination Period during which the Member
                  satisfied the Employer's  eligibility requirement(s),  if any,
                  up to the Base Salary for the Plan Year that includes such
                  Contribution Determination  Period,  plus a uniform percentage
                  (specified by the Employer as _____%) of each Member's Excess
                  Salary for the portion of the Contribution Determination
                  Period during which the Member  satisfied the Employer's
                  eligibility  requirement(s)  in accordance with Article III of
                  the Plan.


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G. Allocation of Employer Profit Sharing Contributions: N/A

         In accordance with Section V, G above, a Member shall be eligible to
         share in Employer Profit Sharing Contributions, if any, as follows
         (choose 1 or 2):

         1. __    A Member shall be eligible for an allocation of Employer
                  Profit Sharing Contributions or a Contribution Determination
                  Period in all events.

         2. __    A Member shall be eligible for an allocation of Employer
                  Profit Sharing Contributions for a Contribution Determination
                  Period only if he or she (choose (a), (b) or (c) whichever
                  shall apply):

                  (a) __  is employed on the last day of the Contribution
                          Determination Period or retired, died or became
                          totally and permanently disabled prior to the last day
                          of the Contribution Determination Period.
                  (b) __  completed 1,000 Hours of Employment if the
                          Contribution Determination Period is a period of 12
                          months (250 Hours of Employment if the Contribution
                          Determination Period is a period of 3 months) or
                          retired, died or became totally and permanently
                          disabled prior to the last day of the Contribution
                          Determination Period.
                  (c) __  is employed on the last day of the Contribution
                          Determination Period and, if such period is 12 months,
                          completed 1,000 Hours of Employment (250 Hours of
                          Employment if the Contribution Determination Period is
                          a period of 3 months) or retired, died or became
                          totally and permanently disabled prior to the last day
                          of the Contribution Determination Period.

H.       "Contribution Determination Period" for purposes of determining and
         allocating Employer profit sharing contributions means (choose 1,2, 3
         or 4): N/A

         1. __    The Plan Year.

         2. __    The Employer's Fiscal Year (defined as the Plan's "limitation
                  year") being the twelve (12) consecutive month period
                  commencing ______(month/day) and ending _________ (month/day).

         3. __    The three (3) consecutive monthly periods that comprise each
                  of the Plan Year quarters.

         4. __    The three (3) consecutive monthly periods that comprise each
                  of the Employer's Fiscal Year quarters. (Employer's Fiscal
                  Year is the twelve (12) consecutive month period commencing
                  ___________ (month/day) and ending _____________ (month/day).)

I.       Employer Qualified Nonelective Contributions:

         The Employer may make qualified nonelective contributions for any Plan
         Year in accordance with Section 3.9 of the Plan.

VI.      Investment Funds

         The Employer hereby appoints Barclays Global Investors, N.A. to serve
         as Investment  Manager under the Plan.

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The Employer hereby selects the following Investment Funds to be made available
under the Plan (choose whichever shall apply) and consent to the lending of
securities by such funds to brokers and other borrowers. The Employer agrees and
acknowledges that the selection of Investment Funds made in this Section VI is
solely its responsibility, and no other person, including the Sponsor or
Investment Manager, has any discretionary authority or control with respect to
such selection process. The Employer hereby holds Investment Manager harmless
from, and indemnifies it against, any liability Investment Manager may incur
with respect to such Investment Funds so long as Investment Manager is not
negligent and has not breached its fiduciary duties.

1. X     S&P 500 Stock Fund
2. X     Stable Value Fund
3. X     S&P MidCap Stock Fund
4. X     Money Market Fund
5. X     Government Bond Fund
6. X     International Stock Fund
7. X     Asset Allocation Funds (3)
         o  Income Plus
         o  Growth & Income
         o  Growth
8. X     Gaston Federal Bancorp, Incorporated Stock Fund (the "Employer Stock
         Fund")
9. __    (Name of Employer) Certificate of Deposit Fund

VII.     Employer Securities

A.       If the Employer makes available an Employer Stock Fund pursuant to
         Section VI of this Adoption Agreement, then voting and tender offer
         rights with respect to Employer Stock shall be delegated and exercised
         as follows (choose 1 or 2):

         1. X    Each Member shall be entitled to direct the Plan Administrator
                 as to the voting and tender offer rights involving Employer
                 Stock held in such Member's Account, and the Plan
                 Administrator shall follow or cause the Trustee to follow such
                 directions. If a Member fails to provide the Plan
                 Administrator with directions as to voting or tender offer
                 rights, the Plan Administrator shall exercise those rights as
                 it determines in its discretion and shall direct the Trustee
                 accordingly.

         2. __   The Plan Administrator shall direct the Trustee as to the
                 voting of all Employer Stock and as to all rights in the event
                 of a tender offer involving such Employer Stock.

VIII.    Investment Direction

A.       Members shall be entitled to designate what percentage of employee
         contributions and employer contributions made on their behalf will be
         invested in the various Investment Funds offered by the Employer as
         specified in Section VI of this Adoption Agreement; provided, however,
         that the following portions of a Member's Account must be invested in
         the Employer Stock Fund or, if applicable, the Employer Certificate of
         Deposit Fund (choose whichever shall apply): N/A

         1. __   Employer Profit Sharing Contributions

         2. __   Employer Matching Contributions

         3. __   Employer Basic Contributions

         4. __   Employer Supplemental Contributions

         5. __   Employer Qualified Nonelective Contributions

B.       __ Amounts invested in the Employer Stock Fund or, if applicable, the
         Employer Certificate of Deposit Fund may not be transferred to any
         other Investment Fund. N/A

         1.  __   Notwithstanding this election in B, a Member may transfer such
                  amounts upon (choose  whichever may apply):

                  (a) __ the attainment of age __ (insert 45 or greater)
                  (b) __ the completion of __ (insert 10 or greater) years of
                         employment
                  (c) __ the attainment of age plus years of employment equal to
                         __ (insert 55 or greater)

C.       A Member may change his or her investment direction (choose 1,2, or 3):

         1. X     1 time per business day.

         2. __    1 time per calendar month.

         3. __    1 time per calendar quarter.

D.       If a Member fails to make an effective investment direction, the
         Member's contributions and employer contributions made on the Member's
         behalf shall be invested in The Money Market Fund (insert one of the
         Investment Funds selected in Section VI of this Adoption Agreement).

IX.      Vesting Schedules; Years of Employment for Vesting Purposes

A.       (Choose 1, 2, 3, 4, 5, 6 or 7)

         Schedule          Years of Employment                Vested %
1.  __   Immediate         Upon Enrollment                    100%

2.  __   2-6 Year Graded   Less than 2                        0%
                           2 but less than 3                  20%
                           3 but less than 4                  40%
                           4 but less than 5                  60%
                           5 but less than 6                  80%
                           6 or more                          100%

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3.  X    5-Year Cliff      Less than 5                        0%
                           5 or more                          100%

4.  __   3-Year Cliff      Less than 3                        0%
                           3 or more                          100%

5.  __   4-Year Graded     Less than 1                        0%
                           1 but less than 2                  25
                           2 but less than 3                  50%
                           3 but less than 4                  75%
                           4 or more                          100%

6.  __   3-7 Year Graded   Less than 3                        0%
                           3 but less than 4                  20%
                           4 but less than 5                  40%
                           5 but less than 6                  60%
                           6 but less than 7                  80%
                           7 or more                          100%

7.  __   Other             Less than __                       0%
                           but less than __                   __%
                           but less than __                   __%
                           but less than __                   __%
                           but less than __                   __%
                           __ or more                         100%

B.       With respect to the schedules listed above, the Employer elects (choose
         1, 2, 3 and 4; or 5):

         1. Schedule __ solely with respect to Employer matching contributions.

         2. Schedule __ solely with respect to Employer basic contributions.

         3. Schedule __ solely with respect to Employer supplemental
            contributions.

         4. Schedule __ solely with respect to Employer profit sharing
            contributions.

         5. Schedule X with respect to all Employer contributions.

NOTE:    Notwithstanding any election by the Employer to the contrary, each
         Member shall acquire a 100% vested interest in his Account attributable
         to all Employer contributions made to the Plan upon the earlier of (i)
         attainment of Normal Retirement Age, (ii) approval for disability or
         (iii) death. In addition, a Member shall at all times have a 100%
         vested interest in the Employer Qualified Non-Elective Contributions,
         if any, and in the pre-tax elective deferrals and nondeductible
         after-tax Member Contributions.

C.       Years of Employment Excluded for Vesting Purposes

         The following Years of Employment shall be disregarded for vesting
         purposes (choose whichever shall apply):

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         1. __    Years of Employment during any period in which neither the
                  Plan nor any predecessor plan was maintained by the Employer.

         2. __    Years of Employment of a Member prior to attaining age 18.

X.       Withdrawal Provisions

A.       The following portions of a Member's Account will be eligible for
         in-service withdrawals, subject to the provisions of Article VII of the
         Plan (choose whichever shall apply):

         1. __    Employee after-tax contributions and the earnings thereon.

         In-service withdrawals permitted only in the event of (choose whichever
shall apply):

                  (a) __ Hardship.
                  (b) __ Attainment of age 59 1/2.

         2. X     Employee pre-tax elective deferrals and the earnings thereon.

                  Note:    In-service withdrawals of all employee pre-tax
                           elective deferrals and earnings thereon as of
                           December 31, 1988 are permitted only in the event of
                           hardship or attainment of age 59 1/2. In-service
                           withdrawals of earnings after December 31, 1988 are
                           permitted only in the event of attainment of age 59
                           1/2.

         3. X     Employee rollover contributions and the earnings thereon.

         In-service withdrawals permitted only in the event of (choose whichever
shall apply):

                  (a) X Hardship.
                  (b) X Attainment of age 59 1/2.

         4. X     Employer matching contributions and the earnings thereon.

         In-service withdrawals permitted only in the event of (choose whichever
         shall apply):
                  (a)  X   Hardship.
                  (b)  X   Attainment of age 591/2.

         5. __    Employer basic contributions and the earnings thereon. N/A

         In-service withdrawals permitted only in the event of (choose whichever
         shall apply):
                  (a) __   Hardship.
                  (b) __   Attainment of age 591/2.

         6. X     Employer supplemental contributions and the earnings thereon.

         In-service withdrawals permitted only in the event of (choose whichever
         shall apply):
                  (a)  X   Hardship.
                  (b)  X   Attainment of age 591/2.

         7. __    Employer profit sharing contributions and the earnings
                  thereon. N/A

<PAGE>

         In-service withdrawals permitted only in the event of (choose whichever
         shall apply):
                  (a) __   Hardship.
                  (b) __   Attainment of age 591/2.

         8. __    Employer qualified nonelective contributions and earnings
                  thereon. N/A

         Note:    In-service withdrawals of all employer qualified nonelective
                  contributions and earnings thereon are permitted only in the
                  event of attainment of age 59 1/2

         9. __    No in-service withdrawals shall be allowed.

B.       Notwithstanding any elections made in Subsection A of this Section X
         above, the following portions of a Member's Account shall be excluded
         from eligibility for in-service withdrawals (choose whichever shall
         apply): N/A

         1. __    Employer contributions, and the earnings thereon, credited
                  to the Employer Stock Fund or, if applicable, the Employer
                  Certificate of Deposit Fund.

         2. __    All contributions and/or deferrals, and the earnings thereon,
                  credited to the Employer Stock Fund or, if applicable, the
                  Employer Certificate of Deposit Fund.

         3. __    Other: _______________________________________________________

XI.      Distribution Option (choose whichever shall apply)

1. __    Lump Sum and partial lump sum payments only.

2. X     Lump Sum and partial lump sum payments plus one or more of the
         following (choose (a) and /or (b)):
         (a) X    Installment payments.
         (b) __   Annuity payments.

3. __    Distributions in kind of Employer Stock.

XII.     Loan Program (choose 1, 2 or 3)

1. __    No loans will be permitted from the Plan.
2. X     Loans will be permitted from the Member's Account.
3. __    Loans will be permitted from the Member's Account, excluding (choose
         whichever shall apply):
         (a)  __  Employer Profit sharing contributions and the earnings
                  thereon.
         (b)  __  Employer matching contributions and the earnings thereon.
         (c)  __  Employer basic contributions and the earnings thereon.
         (d)  __  Employer supplemental contributions and the earnings thereon.
         (e)  __  Employee after-tax contributions and the earnings thereon.
         (f)  __  Employee pre-tax elective deferrals and the earnings thereon.
         (g)  __  Employee rollover contributions and the earnings thereon.
         (h)  __  Employer qualified nonelective contributions and the earnings
                  thereon.
         (i)  __  Any amounts to the extent invested in the Employer stock fund.

<PAGE>

XIII.    Additional Information

If additional space is needed to select or describe an elective feature of the
Plan, the Employer should attach additional pages and use the following format:

The following is hereby made a part of Section --- of the Adoption Agreement and
is thus incorporated into and made a part of the [Plan Name]

Signature of Employer's Authorized Representative /s/  Paul L. Teem, Jr.
                                                  ------------------------------

Signature of Trustee ____________________________

Supplementary Page ___ of [total number of pages].

XIV.     Plan Administrator

The Named Plan Administrator under the Plan shall be the (choose 1, 2, 3 or 4):

Note: Pentegra Services, Inc. may not be appointed Plan Administrator.

1. __    Employer

2. __    Employer's Board of Directors

3. X     Plan's Administrative Committee

4. __    Other (if chosen, then provide the following information)

         Name:  __________________________________
         Address:  ________________________________
         Tel No:  _________________________________
         Contact:  ________________________________

Note:    If no Named Plan Administrator is designated above, the Employer shall
         be deemed the Named Plan Administrator.

XV.      Trustee

The Employer hereby appoints The Bank of New York to serve as Trustee for all
Investment Funds under the Plan except the Employer Stock Fund.

The Employer hereby appoints the following person or entity to serve as Trustee
under the Plan for the Employer Stock Fund.*

Name:  _____________________________
Address:  __________________________
Tel No:  ___________________________       Contact:  ___________________________

          ____________________________________________________________
                              Signature of Trustee
          (Required only if the Employer is serving as its own Trustee)

<PAGE>

* Subject to approval by The Bank of New York, if The Bank of New York is
appointed as Trustee for the Employer Stock Fund.

The Employer hereby appoints The Bank of New York to serve as Custodian under
the Plan for the Employer Stock Fund in the event The Bank of New York does not
serve as Trustee for such Fund.

                         EXECUTION OF ADOPTION AGREEMENT

By execution of this Adoption Agreement by a duly authorized representative of
the Employer, the Employer acknowledges that it has established or, as the case
may be, amended a taxqualified retirement plan into the Gaston Federal Savings
and Loan Association Employees' Savings & Profit Sharing Plan and Trust (the
"Plan"). The Employer hereby represents and agrees that it will assume full
fiduciary responsibility for the operation of the Plan and for complying with
all duties and requirements imposed under applicable law, including, but not
limited to, the Employee Retirement Income Security Act of 1974, as amended, and
the Internal Revenue Code of 1986, as amended. In addition, the Employer
represents and agrees that it will accept full responsibility of complying with
any applicable requirements of federal or state securities law as such laws may
apply to the Plan and to any investments thereunder. The Employer further
acknowledges that any opinion letter issued with respect to the Adoption
Agreement and the Agreement by the Internal Revenue Service ("IRS") to Pentegra
Services, Inc., as sponsor of the Employees' Savings & Profit Sharing Plan, does
not constitute a ruling or a determination with respect to the tax-qualified
status of the Plan and that the appropriate application must be submitted to the
IRS in order to obtain such a ruling or determination with respect to the Plan.

The failure to properly complete the Adoption Agreement may result in
disqualification of the Plan and Trust evidenced thereby.

The Sponsor will inform the Employer of any amendments to the Plan or Trust
Agreement or of the discontinuance or abandonment of the Plan or Trust.

Any inquiries regarding the adoption of the Plan should be directed to the
Sponsor as follows:

                             Pentegra Services, Inc.
                            108 Corporate Park Drive
                          White Plains, New York 10604
                                 (914) 694-1300


IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed by its duly authorized officer this ninth day of February, 1998.

                   GASTON FEDERAL SAVINGS AND LOAN ASSOCIATION

                                   By:     /s/ Paul L. Teem, Jr.
                                          --------------------------------------

                                   Name:   /s/ Paul L. Teem, Jr.
                                          --------------------------------------

                                   Title: Executive Vice President and Secretary
                                          --------------------------------------