Exhibit 10(c)


                            PROVIDENT COMMUNITY BANK
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         THIS  AGREEMENT is made  effective as of October 1, 1997 by and between
Provident Community Bank (the "Bank"), and Richard H. Flake (the "Executive").

                                  INTRODUCTION

         To encourage the Executive to remain an employee of the Bank,  the Bank
is willing to provide salary  continuation  benefits to the Executive.  The Bank
will pay such benefits from its general assets.

         The Executive and the Bank agree as follows:

                                    ARTICLE 1
                                  Definitions

         1.1       Definitions. Whenever used in this Agreement, the following
words and phrases shall have the meanings specified:

                   1.1.1 'Change in Control" shall mean an event deemed to occur
if and when (a) an offeror other than the Company purchases shares of the common
stock of the Company or the Bank pursuant to a tender or exchange offer for such
shares,  (b) any person (as such term is used in Sections  13(d) and 14(d)(2) of
the  Securities  Exchange  Act of  1934) is or  becomes  the  beneficial  owner,
directly or  indirectly,  of securities of the Company or the Bank  representing
25% or more of the  combined  voting  power of the  Company's or the Bank's then
outstanding  securities,  (c) the  membership  of the board of  directors of the
Company or the Bank  changes as the result of a  contested  election,  such that
individuals who were directors at the beginning of any twenty-four  month period
(whether  commencing  before or after the date of adoption of this Agreement) do
not  constitute  a  majority  of the  Board  at the end of such  period,  or (d)
shareholders of the Company or the Bank approve a merger, consolidation, sale or
disposition of all or  substantially  all of the Company's or the Bank's assets,
or a plan of partial or complete liquidation.


                  1.1.2  "Code"  means the  Internal  Revenue  Code of 1986,  as
amended.  References  to a Code section shall be deemed to be that section as it
now exists and to any successor provision.


                  1.1.3 "Company" means Union Financial Bancshares, Inc., a
Delaware corporation.

                  1.1.4 "Disability" means the Executive's  inability to perform
substantially all normal duties of the Executive's  positions,  as determined by
the Bank's  Board of  Directors  in its sole  discretion.  As a condition to any
benefits,  the Bank may  require  the  Executive  to submit to such  physical or
mental evaluations and tests as the Board of Directors deems appropriate.

<PAGE>


                  1.1.5  "Normal  Retirement  Date"  means  the  date  on  which
Executive attains age 65.

                  1.1.6  "Termination  of  Employment"  means  the  Executive's
ceasing to be  employed  by the Bank for any  reason  whatsoever,  voluntary  or
involuntary, other than by reason of an approved leave of absence.

                  1.1.7  "Plan Year" means the twelve-month period ending
December 31.

                                    Article 2
                                Lifetime Benefits

          2.1 Normal Retirement Benefit. If the Executive terminates  employment
on or after the Normal  Retirement  Date for reasons other than death,  the Bank
shall pay to the Executive the benefit described in this Section 2.1.


                   2.1.1 Amount of Benefit. The benefit under this Section 2.1
is $4,075.00 per month.

                   2.1.2  Payment of  Benefit.  The Bank  shall pay the  benefit
under Section  2.1.1 to the Executive on the first day of each month  commencing
with the month  following his  termination  of employment and continuing for 239
additional months.

          2.2 Early Retirement Benefit. If the Executive  terminates  employment
before  the  Normal  Retirement  Date,  and for  reasons  other  than  death  or
Disability, the Bank shall pay to the Executive the benefit described in Section
2.2.


                  2.2.1 Amount of Benefit. The benefit under this Section 2.2 is
the  benefit  determined  under  Schedule  A,  Column 2 based on the date of the
Executive's termination of employment.

                  2.2.2  Payment of  Benefits.  The Bank  shall pay the  benefit
under  Section  .  2.1.1  to the  Executive  on the  first  date of  each  month
commencing with the month following the Executive's  Normal  Retirement Date and
continuing for 239 additional  months.  Notwithstanding  anything  herein to the
contrary,  the Executive may, prior to his  termination of employment,  elect to
commence payment of the Early  Retirement  Benefit on the first day of the month
following  his  termination  of  employment  in the  form of a  reduced  benefit
determined under Schedule A, Column 1 and continuing for 239 additional months.


          2.3  Disability  Benefit.  If the Executive  terminates  employment
for  Disability  prior to the  Normal  Retirement  Date,  the Bank shall pay the
Executive the benefit described in this Section 2.3.



                                       2
<PAGE>


                   2.3.1 Amount of Benefit.  The benefit  under this Section 2.3
is the benefit  determined  under  Schedule A, Column 1 based on the date of the
Executive's termination of employment for Disability.

                   2.3.2  Payment of Benefit.  The Bank shall pay the benefit to
the Executive on the first day of each month commencing with the month following
the Executive's  termination of employment for disability and continuing for 239
additional months.

          2.4  Change of Control  Benefit.  Upon the  occurrence  of a Change of
Control while the Executive is in the active service of the Bank, the Bank shall
pay the Executive the benefit described in this Section 2.4 in lieu of any other
benefit under this Agreement.

                   2.4.1 Amount of Benefit.  The benefit  under this Section 2.4
is the Executive's Normal Retirement Benefit as provided in Section 2.1.1.

                   2.4.2 Payment of Benefit. The Bank (or any successor thereto)
shall pay the benefit to the Executive on the first day of each month commencing
with the month following the Executive's  Normal  Retirement Date and continuing
for 239 additional months.

                                    Article 3
                                 Death Benefits


         3.1 Death During Active Service. If the Executive dies while in the
active  service of the Bank, the Bank shall pay to the  Executive's  beneficiary
the benefit described in this Section 3.1

                  3.1.1 Amount of Benefits. The benefit under Section 3.1 is the
lifetime  benefits that would have been paid to the Executive  under Section 2.1
calculatedas  if the date of the  Executive's  death were his Normal  Retirement
Date.

                  3.1.2  Payment of  Benefit.  The Bank shall pay the benefit to
the Beneficiary on the first day of each month  following the Executive's  death
and continuing for 239 months.

          3.2 Death During Benefit  Period.  If the Executive dies after benefit
payments  have  commenced  under this  Agreement  but before  receiving all such
payments,  the  Bank  shall  pay  the  remaining  benefits  to  the  Executive's
beneficiary  at the same time and in the same  amounts they would have been paid
to the Executive had the Executive survived.

          3.3 Death  After  Early  Retirement.  If the  Executive  dies after
terminating  employment  for Early  Retirement  under  Section  2.2 but prior to
commencement of benefits  payments under this  Agreement,  the Bank shall pay to
the Executive's beneficiary the benefit described in this Section 3.3.

                                       3
<PAGE>


                   3.3.1 Amount of Benefit. The benefit under Section 3.3 is the
lifetime benefits that would have been paid to the Executive under Section 2.2.

                   3.3.2  Payment of Benefit.  The Bank shall pay the benefit to
the  Beneficiary  of the  first  day of each  month  commencing  with the  month
following the Executive's death and continuing for 239 months.

                                    Article 4
                                Beneficiaries ti

            4.1  Beneficiary  Designations.  The  Executive  shall  designate  a
beneficiary  by filing a written  designation  with the Bank.  The Executive may
revoke  or  modify  the  designation  at any time by  filing a new  designation.
However,  designations  will only be  effective if signed by the  Executive  and
accepted  by  the  Bank  during  the  Executive's   lifetime.   The  Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is  subsequently  dissolved.  If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's surviving
spouse,  if any,  and if none,  to the  Executive's  surviving  children and the
descendants of any deceased child by right of representation, and if no children
or descendants survive, to the Executive's estate.

            4.2  Facility of Payment.  If a benefit is payable to a minor,  to a
person  declared  incompetent,   or  to  a  person  incapable  of  handling  the
disposition  of his or her  property,  the  Bank  may pay  such  benefit  to the
guardian,  legal  representative  or person  having  the care or custody of such
minor,  incompetent or person or incapable person. The Bank may require proof of
incompetency,  minority,  or  guardianship as it may deem  appropriate  prior to
distribution of the benefit.  Such distribution  shall completely  discharge the
Bank from all liability with respect to such benefit.

                                    Article 5
                               General Limitations

         Notwithstanding  any provisions of this Agreement to the contrary,  the
Bank shall not pay any benefit under this Agreement:

            5.1  Excess Parachute Payment. To the extent that the benefits
payable under this Agreement, taken together with any other payments of benefits
to be  provided  to  Executive  upon a Change  in  Control,  would be an  excess
parachute payments under Section 28OG of the Code.

            5.2   Termination of Cause. if the Bank terminates the Executive's
                  employment for:

                   5.2.1 Gross negligence or gross neglect of duties;



                                       4
<PAGE>


                  5.2.2 Commission  of  a  felony  or  of  a  gross  misdemeanor
involving moral turpitude; or

                  5.2.3 Fraud,  disloyalty,  dishonestly or willful violation of
any law,  regulation or significant Bank policy committed in connection with the
Executive's employment and resulting in an adverse effect on the Bank.

          5.3  Suicide;  Misstatement.  No  benefits  shall  be  payable  if the
Executive commits suicide within two years after the date of this Agreement,  or
if the Executive has made any material  misstatement  of fact on any application
for life insurance purchased by the Bank.

                                    Article 6
                          Claims and Review Procedures

          6.1  Claims   Procedure.   The  Bank  shall  notify  the   Executive's
beneficiary  in  writing,  within  ninety  (90)  days  of  his  or  her  written
application  for  benefits,  of his or her  eligibility  or  noneligibility  for
benefits under the Agreement. If the Bank determines that the beneficiary is not
eligible  for  benefits  or full  benefits,  the notice  shall set forth (1) the
specific reasons for such denial,  (2) a specific reference to the provisions of
the Agreement on which the denial is based,  (3) a description of any additional
information or material  necessary for the claimant to perfect his or her claim,
and a description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate  information as to the steps to be
taken  if the  beneficiary  wishes  to have  the  claim  reviewed.  If the  Bank
determines  that there are special  circumstances  requiring  additional time to
make  a  decision,  the  Bank  shall  notify  the  beneficiary  of  the  special
circumstances  and the date by which a decision is expected to be made,  and may
extend the time for up to an additional ninety-day period.


          6.2 Review Procedure. if the beneficiary is determined by the Bank not
to be eligible for benefits,  or if the  beneficiary  believes that he or she is
entitled  to greater  or  different  benefits,  the  beneficiary  shall have the
opportunity  to have such claim  reviewed  by the Bank by filing a petition  for
review  with the Bank  within  sixty (60) days  after the  receipt of the notice
issued by the Bank.  Said  petition  shall state the specific  reasons which the
beneficiary  believe  entitle him or her to benefits or to greater or  different
benefits.  Within sixty (60) days after receipt by the Bank of the petition, the
Bank shall  afford the  beneficiary  (and  counsel,  if any) an  opportunity  to
present  his  or her  positions  to the  Bank  orally  or in  writing,  and  the
beneficiary (or counsel) shall have the right to review the pertinent documents.
The Bank  shall  notify the  beneficiary  of its  decision,  written in a manner
calculated to be understood by the  beneficiary  and the specific  provisions of
the  Agreement  on which the  decision is based.  If,  because of the need for a
hearing,  the sixty-day  period is not sufficient , the decision may be deferred
for up to another  sixty-day  period at the election of the Bank,  but notice of
this deferral shall be given to the beneficiary.



                                       5
<PAGE>

                                    Article 7
                            Amendment and Termination

     The Bank may amend or  terminate  this  Agreement  at any time prior to the
Executive's  Termination  of  Employment  by  written  notice to the  Executive;
provided,  however,  that any amendment or termination of this . Agreement shall
not affect the vested  benefit of the Executive as of the date of such amendment
or termination.

                                    Article 8
                                  Miscellaneous

          8.1 Binding  Effect.  This Agreement  shall bind the Executive and the
Bank,  and  their  beneficiaries,   survivors,  executors,   administrators  and
transferees,  The Bank,  or the  Company  acting  on  behalf of the Bank,  shall
require any  successor or  assignee,  whether  direct or indirect,  by purchase,
merger,  consolidation or otherwise, to all or substantially all the business or
assets of the Bank, expressly and unconditionally to assume and agree to perform
the Bank's obligations under this Agreement,  in the same manner and to the same
extent  that the Bank would be  required  to perform  if no such  succession  or
assignment had taken place.

          8.2 No Guaranty of  Employment.  This  Agreement is not an  employment
policy  or  contract.  It does not give the  Executive  the  right to  remain an
employee of the Bank,  nor does it interfere  with the Bank's right to discharge
the Executive.  It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.

            8.3  Non-Transferability.  Benefits under this  Agreement  cannot be
sold, transferred, assigned, pledged, attached or encumbered in any manner.

            8.4    Tax Withholding. The Bank shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

            8.5    Applicable Law. The Agreement and all rights hereunder shall
be governed by the laws of South Carolina, except to the extent preempted by the
laws of the United States of America.

          8.6 Unfunded  Arrangement.  The Executive and  beneficiary are general
unsecured  creditors  of the  Bank  for  the  payment  of  benefits  under  this
Agreement.  The  benefits  represent  the mere  promise  by the Bank to pay such
benefits.  The rights to benefits are not subject in any manner or anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  attachment, or
garnishment  by creditors.  Any insurance on the  Executive's  life is a general
asset of the Bank to which the  Executive and  beneficiary  have no preferred or
secured claim.

                                       6
<PAGE>


         IN WITNESS WHEREOF, the Executive and a duly  authorized officer of the
Bank have signed this Agreement on the 19th day of February, 1998.



Attest:                                       PROVIDENT COMMUNITY BANK


/s/ Wanda J. Wells                            /s/ Carl L. Mason
---------------------------                   ----------------------------------
                                              Chairman of the Board




Witness:

/s/ Wanda J. Wells                            /s/ Richard H. Flake
---------------------------                   ----------------------------------
                                              Richard H. Flake




                                       7
<PAGE>


--------------------------------------------------------------------------------
                          Salary Continuation Agreement
                                Richard H. Flake
                                   Schedule A
--------------------------------------------------------------------------------

          Termination After           Column 1                  Column 2
          Plan Year Ending    Immediate Monthly Benefit  Age 65 Monthly Benefit
--------------------------------------------------------------------------------
              9/30/98                 $123.25                   $407.00
--------------------------------------------------------------------------------
              9/30/99                  266.92                    815.00
--------------------------------------------------------------------------------
              9/30/00                  433.58                  1,222.50
--------------------------------------------------------------------------------
              9/30/01                  626.08                  1,630.00
--------------------------------------------------------------------------------
              9/30/02                  847.58                  2,037.50
--------------------------------------------------------------------------------
              9/30/03                 1101.50                  2,445.00
--------------------------------------------------------------------------------
              9/30/04                1,391.75                  2,852.50
--------------------------------------------------------------------------------
              9/30/05                1,722.67                  3,260.00
--------------------------------------------------------------------------------
              9/30/06                2,098.83                  3,667.50
--------------------------------------------------------------------------------
              9/30/07                2,525.58                  4,075.00
--------------------------------------------------------------------------------
              9/30/08                2,735.17                  4,075.00
--------------------------------------------------------------------------------
              9/30/09                2,962.17                  4,075.00
--------------------------------------------------------------------------------
              9/30/10                3,208.08                  4,075.00
--------------------------------------------------------------------------------
              9/30/11                3,474.33                  4,075.00
--------------------------------------------------------------------------------
              9/30/12                3,762.67                  4,075.00
--------------------------------------------------------------------------------
              9/30/13                4,075.00                  4,075.00
--------------------------------------------------------------------------------