Exhibit 10(b)


                 PROVIDENT COMMUNITY BANK, NATIONAL ASSOCIATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


     THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the "Agreement") is adopted
this 1st day of January, 2007, by and between Provident Community Bank, National
Association, a nationally-chartered commercial bank located in Union, South
Carolina (the "Bank"), and Lud Vaughn (the "Executive").

     The purpose of this Agreement is to provide specified benefits to the
Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and
future business success of the Bank. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time.

                                    Article 1
                                   Definitions

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

1.1  "Accrual Balance" means the liability that should be accrued by the Bank,
     under Generally Accepted Accounting Principles ("GAAP"), for the Bank's
     obligation to the Executive under this Agreement, by applying Accounting
     Principles Board Opinion Number 12 ("APB 12") as amended by Statement of
     Financial Accounting Standards Number 106 ("FAS 106") and the Discount
     Rate. Any one of a variety of amortization methods may be used to determine
     the Accrual Balance. However, once chosen, the method must be consistently
     applied.

1.2  "Beneficiary" means each designated person or entity, or the estate of the
     deceased Executive, entitled to any benefits upon the death of the
     Executive pursuant to Article 4.

1.3  "Beneficiary Designation Form" means the form established from time to time
     by the Plan Administrator that the Executive completes, signs and returns
     to the Plan Administrator to designate one or more Beneficiaries.

1.4  "Board" means the Board of Directors of the Bank as from time to time
     constituted.

1.5  "Change in Control" means 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 twenty five percent (25%) or more of the combined voting power
     of the Company's of the Bank's then outstanding securities, (c) the

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     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 (24) 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 Bank's
     assets, or a plan of partial or complete liquidation.

1.6  "Code" means the Internal Revenue Code of 1986, as amended, and all
     regulations and guidance thereunder, including such regulations and
     guidance as may be promulgated after the Effective Date of this Agreement.

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

1.8  "Disability" means the Executive suffering a sickness, accident or injury
     which has been determined by the carrier of any individual or group
     disability insurance policy covering the Executive, or by the Social
     Security Administration, to be a disability rendering the Executive totally
     and permanently disabled. The Executive must submit proof to the Company of
     the carrier's or Social Security Administration's determination upon the
     request of the Company.

1.9  "Discount Rate" means the rate used by the Plan Administrator for
     determining the Accrual Balance. The initial Discount Rate is six percent
     (6%). However, the Plan Administrator, in its discretion, may adjust the
     Discount Rate to maintain the rate within reasonable standards according to
     GAAP and/or applicable bank regulatory guidance.

1.10 "Early Retirement" means Separation from Service before Normal Retirement
     Age except when such Separation from Service occurs: (i) following a Change
     in Control; or (ii) due to death, Disability or Termination for Cause.

1.11 "Effective Date" means January 1, 2007.

1.12 "Normal Retirement Age" means the Executive attaining age sixty-five (65).

1.13 "Normal Retirement Date" means the later of Normal Retirement Age or
     Separation from Service.

1.14 "Plan Administrator" means the Board or such committee or person as the
     Board shall appoint.

1.15 "Plan Year" means each twelve (12) month period commencing on October 1 and
     ending on September 30 of each year. The initial Plan Year shall commence
     on the Effective Date of this Agreement and end on the following September
     30.

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1.16 "Separation from Service" means the termination of the Executive's
     employment with the Bank for reasons other than death. Whether a Separation
     from Service takes place is determined based on the facts and circumstances
     surrounding the termination of the Executive's employment and whether the
     Bank and the Executive intended for the Executive to provide significant
     services for the Bank following such termination. A termination of
     employment will not be considered a Separation from Service if:

     (a)  the Executive continues to provide services as an employee of the Bank
          at an annual rate that is twenty percent (20%) or more of the services
          rendered, on average, during the immediately preceding three full
          calendar years of employment (or, if employed less than three years,
          such lesser period) and the annual remuneration for such services is
          twenty percent (20%) or more of the average annual remuneration earned
          during the final three full calendar years of employment (or, if less,
          such lesser period), or

     (b)  the Executive continues to provide services to the Bank in a capacity
          other than as an employee of the Bank at an annual rate that is fifty
          percent (50%) or more of the services rendered, on average, during the
          immediately preceding three full calendar years of employment (or if
          employed less than three years, such lesser period) and the annual
          remuneration for such services is fifty percent (50%) or more of the
          average annual remuneration earned during the final three full
          calendar years of employment (or if less, such lesser period).

1.17 "Specified Employee" a key employee (as defined in Section 416(i) of the
     Code without regard to paragraph 5 thereof) of the Bank if any stock of the
     Bank is publicly traded on an established securities market or otherwise.

1.18 "Termination for Cause" shall have the meaning set forth in Article 5.


                                    Article 2
                          Distributions During Lifetime

2.1  Normal Retirement Benefit. Upon the Normal Retirement Date, the Bank shall
     distribute to the Executive the benefit described in this Section 2.1 in
     lieu of any other benefit under this Article.

    2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is Fifty
          Thousand Dollars ($50,000).


    2.1.2 Distribution of Benefit. The Bank shall distribute the annual benefit
          to the Executive in twelve (12) equal monthly installments commencing
          on the first day of the month following Normal Retirement Date. The
          annual benefit shall be distributed to the Executive for fifteen (15)
          years.

2.2  Early Retirement Benefit. If Early Retirement occurs, the Bank shall
     distribute to the Executive the benefit described in this Section 2.2 in
     lieu of any other benefit under this Article.

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    2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the Normal
          Retirement Benefit multiplied by the applicable vesting amount. This
          benefit is determined by vesting the Executive in ten percent (10%) of
          the Normal Retirement Benefit for the first Plan Year, and an
          additional ten percent (10%) of said amount for each succeeding year
          thereafter. Upon the Executive reaching Normal Retirement Age, the
          Executive becomes one hundred percent (100%) vested in the Normal
          Retirement Benefit.

    2.2.2 Distribution of Benefit. The Bank shall distribute the annual benefit
          to the Executive in twelve (12) equal monthly installments commencing
          on the first day of the month following Normal Retirement Age. The
          annual benefit shall be distributed to the Executive for fifteen (15)
          years.

2.3  Disability Benefit. If the Executive experiences a Disability which results
     in a Separation from Service prior to Normal Retirement Age, the Bank shall
     distribute to the Executive the benefit described in this Section 2.3 in
     lieu of any other benefit under this Article.

    2.3.1 Amount of Benefit. The benefit under this Section 2.3 is one hundred
          percent (100%) of the Accrual Balance determined as of the end of the
          Plan Year preceding Separation from Service.

    2.3.2 Distribution of Benefit. The Bank shall distribute the annual benefit
          to the Executive in twelve (12) equal monthly installments commencing
          on the first day of the month following Separation from Service. The
          annual benefit shall be distributed to the Executive for fifteen (15)
          years. During the applicable installment period, interest will be
          applied to the Accrual Balance at the Discount Rate in effect at
          Separation from Service, compounded monthly.

2.4  Change in Control Benefit. If a Change in Control occurs followed by a
     Separation from Service, the Bank shall distribute to the Executive the
     benefit described in this Section 2.4 in lieu of any other benefit under
     this Article.

    2.4.1 Amount of Benefit. The benefit under this Section 2.4 is one hundred
          percent (100%) of the Normal Retirement Benefit amount described in
          Section 2.1.1.

    2.4.2 Distribution of Benefit. The Bank shall distribute the annual benefit
          to the Executive in twelve (12) equal monthly installments commencing
          on the first day of the month following Normal Retirement Age. The
          annual benefit shall be distributed to the Executive for fifteen (15)
          years.

2.5  Restriction on Timing of Distribution. Notwithstanding any provision of
     this Agreement to the contrary, if the Executive is considered a Specified
     Employee at Separation from Service under such procedures as established by
     the Bank in accordance with Section 409A of the Code, benefit distributions
     that are made upon Separation from Service may not commence earlier than

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     six (6) months after the date of such Separation from Service. Therefore,
     in the event this Section 2.5 is applicable to the Executive, any
     distribution which would otherwise be paid to the Executive within the
     first six months following the Separation from Service shall be accumulated
     and paid to the Executive in a lump sum on the first day of the seventh
     month following the date of Separation from Service. All subsequent
     distributions shall be paid in the manner specified.

2.6  Distributions Upon Income Inclusion Under Code Section 409A. Upon the
     inclusion of any amount into the Executive's income as a result of the
     failure of this non-qualified deferred compensation plan to comply with the
     requirements of Section 409A of the Code, to the extent such tax liability
     can be covered by the Executive's Accrual Balance, a distribution shall be
     made as soon as is administratively practicable following the discovery of
     the plan failure.

2.7  Change in Form or Timing of Distributions. For distribution of benefits
     under this Article 2, the Executive and the Bank may, subject to the terms
     of Section 8.1, amend the Agreement to delay the timing or change the form
     of distributions. Any such amendment:

          (a)  may not accelerate the time or schedule of any distribution,
               except as provided in Code Section 409A and the regulations
               thereunder;

          (b)  must, for benefits distributable under Sections 2.2 and 2.4 be
               made at least twelve (12) months prior to the first scheduled
               distribution;

          (c)  must, for benefits distributable under Article 2 delay the
               commencement of distributions for a minimum of five (5) years
               from the date the first distribution was originally scheduled to
               be made; and

          (d)  must take effect not less than twelve (12) months after the
               amendment is made.


                                    Article 3
                              Distribution at Death

3.1  Death During Active Service. If the Executive dies prior to Separation from
     Service, the Bank shall distribute to the Beneficiary the benefit described
     in this Section 3.1. This benefit shall be distributed in lieu of any
     benefits under Article 2.

    3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the Normal
          Retirement Benefit in Section 2.1.1.

    3.1.2 Distribution of Benefit. The Bank shall distribute the annual benefit
          to the Beneficiary in twelve (12) equal monthly installments for
          fifteen (15) years commencing within sixty (60) days following receipt
          by the Bank of the Executive's death certificate.

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3.2  Death During Distribution of a Benefit. If the Executive dies after any
     benefit distributions have commenced under this Agreement but before
     receiving all such distributions, the Bank shall distribute to the
     Beneficiary the remaining benefits at the same time and in the same amounts
     they would have been distributed to the Executive had the Executive
     survived.

3.3  Death After Early Retirement. If the Executive dies after Separation from
     Service for Early Retirement under Section 2.2 but prior to commencement of
     benefit payments under this Agreement, the Bank shall pay to the
     Beneficiary the benefit described in Section 3.3.

    3.3.1 Amount of Benefit. The benefit under this 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 distribute the annual benefit to
          the Beneficiary in twelve (12) equal monthly installments commencing
          on the first day of the month following the Executive's death. The
          annual benefit shall be distributed to the Executive for fifteen (15)
          years.


                                    Article 4
                                  Beneficiaries

4.1  In General. The Executive shall have the right, at any time, to designate a
     Beneficiary to receive any benefit distributions under this Agreement upon
     the death of the Executive. The Beneficiary designated under this Agreement
     may be the same as or different from the beneficiary designation under any
     other plan of the Bank in which the Executive participates.

4.2  Designation. The Executive shall designate a Beneficiary by completing and
     signing the Beneficiary Designation Form and delivering it to the Plan
     Administrator or its designated agent. If the Executive names someone other
     than the Executive's spouse as a Beneficiary, the Plan Administrator may,
     in its sole discretion, determine that spousal consent is required to be
     provided in a form designated by the Plan Administrator, executed by the
     Executive's spouse and returned to the Plan Administrator. 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. The Executive shall
     have the right to change a Beneficiary by completing, signing and otherwise
     complying with the terms of the Beneficiary Designation Form and the Plan
     Administrator's rules and procedures. Upon the acceptance by the Plan
     Administrator of a new Beneficiary Designation Form, all Beneficiary
     designations previously filed shall be cancelled. The Plan Administrator
     shall be entitled to rely on the last Beneficiary Designation Form filed by
     the Executive and accepted by the Plan Administrator prior to the
     Executive's death.

4.3  Acknowledgment. No designation or change in designation of a Beneficiary
     shall be effective until received, accepted and acknowledged in writing by
     the Plan Administrator or its designated agent.

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4.4  No Beneficiary Designation. If the Executive dies without a valid
     beneficiary designation, or if all designated Beneficiaries predecease the
     Executive, then the Executive's spouse shall be the designated Beneficiary.
     If the Executive has no surviving spouse, any benefits shall be paid to the
     Executive's estate.

4.5  Facility of Distribution. If the Plan Administrator determines in its
     discretion that a benefit is to be distributed to a minor, to a person
     declared incompetent, or to a person incapable of handling the disposition
     of that person's property, the Plan Administrator may direct distribution
     of such benefit to the guardian, legal representative or person having the
     care or custody of such minor, incompetent person or incapable person. The
     Plan Administrator may require proof of incompetence, minority or
     guardianship as it may deem appropriate prior to distribution of the
     benefit. Any distribution of a benefit shall be a distribution for the
     account of the Executive and the Beneficiary, as the case may be, and shall
     be completely discharge of any liability under the Agreement for such
     distribution amount.


                                    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  Termination for Cause. If the Bank terminates the Executive's employment
     for:

     (a)  Gross negligence or gross neglect of duties to the Bank; or

     (b)  Conviction of a felony or of a gross misdemeanor involving moral
          turpitude in connection with the Executive's employment with the Bank;
          or

     (c)  Fraud, disloyalty, dishonesty or willful violation of any law or
          significant Bank policy committed in connection with the Executive's
          employment and resulting in a material adverse effect on the Bank.

5.2  Suicide or Misstatement. No benefit shall be distributed if the Executive
     commits suicide within two (2) years after the Effective Date of this
     Agreement, or if an insurance company which issued a life insurance policy
     covering the Executive and owned by the Bank denies coverage (i) for
     material misstatements of fact made by the Executive on an application for
     such life insurance, or (ii) for any other reason.

5.3  Removal. Notwithstanding any provision of this Agreement to the contrary,
     the Bank shall not distribute any benefit under this Agreement if the
     Executive is subject to a final removal or prohibition order issued by an
     appropriate federal banking agency pursuant to Section 8(e) of the Federal
     Deposit Insurance Act.


                                    Article 6
                          Claims And Review Procedures

6.1  Claims Procedure. An Executive or Beneficiary ("claimant") who has not
     received benefits under the Agreement that he or she believes should be
     distributed shall make a claim for such benefits as follows:

    6.1.1 Initiation - Written Claim. The claimant initiates a claim by
          submitting to the Plan Administrator a written claim for the benefits.
          If such a claim relates to the contents of a notice received by the
          claimant, the claim must be made within sixty (60) days after such
          notice was received by the claimant. All other claims must be made
          within one hundred eighty (180) days of the date on which the event
          that caused the claim to arise occurred. The claim must state with
          particularity the determination desired by the claimant.

    6.1.2 Timing of Plan Administrator Response. The Plan Administrator shall
          respond to such claimant within ninety (90) days after receiving the
          claim. If the Plan Administrator determines that special circumstances
          require additional time for processing the claim, the Plan
          Administrator can extend the response period by an additional ninety
          (90) days by notifying the claimant in writing, prior to the end of
          the initial ninety (90) day period that an additional period is
          required. The notice of extension must set forth the special
          circumstances and the date by which the Plan Administrator expects to
          render its decision.

    6.1.3 Notice of Decision. If the Plan Administrator denies part or the
          entire claim, the Plan Administrator shall notify the claimant in
          writing of such denial. The Plan Administrator shall write the
          notification in a manner calculated to be understood by the claimant.
          The notification shall set forth:

          (a)  The specific reasons for the denial;

          (b)  A reference to the specific provisions of the Agreement on which
               the denial is based;

          (c)  A description of any additional information or material necessary
               for the claimant to perfect the claim and an explanation of why
               it is needed;

          (d)  An explanation of the Agreement's review procedures and the time
               limits applicable to such procedures; and

          (e)  A statement of the claimant's right to bring a civil action under
               ERISA Section 502(a) following an adverse benefit determination
               on review.

6.2  Review Procedure. If the Plan Administrator denies part or the entire
     claim, the claimant shall have the opportunity for a full and fair review
     by the Plan Administrator of the denial as follows:

    6.2.1 Initiation - Written Request. To initiate the review, the claimant,
          within sixty (60) days after receiving the Plan Administrator's notice
          of denial, must file with the Plan Administrator a written request for
          review.

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    6.2.2 Additional Submissions - Information Access. The claimant shall then
          have the opportunity to submit written comments, documents, records
          and other information relating to the claim. The Plan Administrator
          shall also provide the claimant, upon request and free of charge,
          reasonable access to, and copies of, all documents, records and other
          information relevant (as defined in applicable ERISA regulations) to
          the claimant's claim for benefits.

    6.2.3 Considerations on Review. In considering the review, the Plan
          Administrator shall take into account all materials and information
          the claimant submits relating to the claim, without regard to whether
          such information was submitted or considered in the initial benefit
          determination.

    6.2.4 Timing of Plan Administrator Response. The Plan Administrator shall
          respond in writing to such claimant within sixty (60) days after
          receiving the request for review. If the Plan Administrator determines
          that special circumstances require additional time for processing the
          claim, the Plan Administrator can extend the response period by an
          additional sixty (60) days by notifying the claimant in writing, prior
          to the end of the initial sixty (60) day period that an additional
          period is required. The notice of extension must set forth the special
          circumstances and the date by which the Plan Administrator expects to
          render its decision.

    6.2.5 Notice of Decision. The Plan Administrator shall notify the claimant
          in writing of its decision on review. The Plan Administrator shall
          write the notification in a manner calculated to be understood by the
          claimant. The notification shall set forth:

          (a)  The specific reasons for the denial;

          (b)  A reference to the specific provisions of the Agreement on which
               the denial is based;

          (c)  A statement that the claimant is entitled to receive, upon
               request and free of charge, reasonable access to, and copies of,
               all documents, records and other information relevant (as defined
               in applicable ERISA regulations) to the claimant's claim for
               benefits; and

          (d)  A statement of the claimant's right to bring a civil action under
               ERISA Section 502(a).


                                    Article 7
                           Amendments and Termination

7.1  Amendments. This Agreement may be amended only by a written agreement
     signed by the Bank and the Executive. However, the Bank may unilaterally
     amend this Agreement to conform with written directives to the Bank from
     its auditors or banking regulators or to comply with legislative or tax
     law, including without limitation Code Section 409A of the Code and any and
     all regulations and guidance promulgated thereunder.

<PAGE>

7.2  Plan Termination Generally. The Bank may unilaterally terminate this
     Agreement at any time. Except as provided in Section 7.3, the termination
     of this Agreement shall not cause a distribution of benefits under this
     Agreement. Rather, upon such termination benefit distributions will be made
     at the earliest distribution event permitted under Article 2 or Article 3.

7.3  Plan Terminations Under Code Section 409A. Notwithstanding anything to the
     contrary in Section 7.2, if the Bank terminates this Agreement in the
     following circumstances:

     (a)  Within thirty (30) days before or twelve (12) months after a change in
          the ownership or effective control of the corporation, or in the
          ownership of a substantial portion of the assets of the corporation as
          described in Section 409A(2)(A)(v) of the Code, provided that all
          distributions are made no later than twelve (12) months following such
          termination of the Agreement and further provided that all the Bank's
          arrangements which are substantially similar to the Agreement are
          terminated so the Executive and all participants in the similar
          arrangements are required to receive all amounts of compensation
          deferred under the terminated arrangements within twelve (12) months
          of such terminations;

     (b)  Upon the Bank's dissolution or with the approval of a bankruptcy court
          provided that the amounts deferred under the Agreement are included in
          the Executive's gross income in the latest of (i) the calendar year in
          which the Agreement terminates; (ii) the calendar year in which the
          amount is no longer subject to a substantial risk of forfeiture; or
          (iii) the first calendar year in which the distribution is
          administratively practical; or

     (c)  Upon the Bank's termination of this and all other non-account balance
          plans (as referenced in Code Section 409A of the Code or the
          regulations thereunder), provided that all distributions are made no
          earlier than twelve (12) months and no later than twenty-four (24)
          months following such termination, and the Bank does not adopt any new
          non-account balance plans for a minimum of five (5) years following
          the date of such termination;

     the Bank may distribute the Accrual Balance, determined as of the date of
     the termination of the Agreement, to the Executive in a lump sum subject to
     the above terms.


                                    Article 8
                           Administration of Agreement

8.1  Plan Administrator Duties. The Plan Administrator shall administer this
     Agreement according to its express terms and shall also have the discretion
     and authority to (i) make, amend, interpret and enforce all appropriate
     rules and regulations for the administration of this Agreement and (ii)

<PAGE>

     decide or resolve any and all questions, including interpretations of this
     Agreement, as may arise in connection with the Agreement to the extent the
     exercise of such discretion and authority does not conflict with Code
     Section 409A.

8.2  Agents. In the administration of this Agreement, the Plan Administrator may
     employ agents and delegate to them such administrative duties as it sees
     fit, including acting through a duly appointed representative, and may from
     time to time consult with counsel who may be counsel to the Bank.

8.3  Binding Effect of Decisions. Any decision or action of the Plan
     Administrator with respect to any question arising out of or in connection
     with the administration, interpretation and application of the Agreement
     and the rules and regulations promulgated hereunder shall be final and
     conclusive and binding upon all persons having any interest in the
     Agreement.

8.4  Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless
     the members of the Plan Administrator against any and all claims, losses,
     damages, expenses or liabilities arising from any action or failure to act
     with respect to this Agreement, except in the case of willful misconduct by
     the Plan Administrator or any of its members.

8.5  Bank Information. To enable the Plan Administrator to perform its
     functions, the Bank shall supply full and timely information to the Plan
     Administrator on all matters relating to the date and circumstances of the
     death, Disability or Separation from Service of the Executive, and such
     other pertinent information as the Plan Administrator may reasonably
     require.

8.6  Annual Statement. The Plan Administrator shall provide to the Executive,
     within one hundred twenty (120) days after the end of each Plan Year, a
     statement setting forth the benefits to be distributed under this
     Agreement.


                                    Article 9
                                  Miscellaneous

9.1  Binding Effect. This Agreement shall bind the Executive and the Bank, and
     their beneficiaries, survivors, executors, administrators and transferees.

9.2  No Guarantee of Employment. This Agreement is not a contract for
     employment. It does not give the Executive the right to remain as an
     employee of the Bank, nor interfere with the Bank's right to discharge the
     Executive. It does not require the Executive to remain an employee nor
     interfere with the Executive's right to terminate employment at any time.

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

<PAGE>

9.4  Tax Withholding and Reporting. The Bank shall withhold any taxes that are
     required to be withheld, including but not limited to taxes owed under Code
     Section 409A from the benefits provided under this Agreement. The Executive
     acknowledges that the Bank's sole liability regarding taxes is to forward
     any amounts withheld to the appropriate taxing authorities. The Bank shall
     satisfy all applicable reporting requirements, including those under Code
     Section 409A.

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

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

9.7  Reorganization. The Bank shall not merge or consolidate into or with
     another bank, or reorganize, or sell substantially all of its assets to
     another bank, firm or person unless such succeeding or continuing bank,
     firm or person agrees to assume and discharge the obligations of the Bank
     under this Agreement. Upon the occurrence of such an event, the term "Bank"
     as used in this Agreement shall be deemed to refer to the successor or
     survivor entity.

9.8  Entire Agreement. This Agreement constitutes the entire agreement between
     the Bank and the Executive as to the subject matter hereof. No rights are
     granted to the Executive by virtue of this Agreement other than those
     specifically set forth herein.

9.9  Interpretation. Wherever the fulfillment of the intent and purpose of this
     Agreement requires and the context will permit, the use of the masculine
     gender includes the feminine and use of the singular includes the plural.

9.10 Alternative Action. In the event it shall become impossible for the Bank or
     the Plan Administrator to perform any act required by this Agreement due to
     regulatory or other constraints, the Bank or Plan Administrator may perform
     such alternative act as most nearly carries out the intent and purpose of
     this Agreement and is in the best interests of the Bank, provided that such
     alternative acts do not violate Code Section 409A of the Code.

9.11 Headings. Article and section headings are for convenient reference only
     and shall not control or affect the meaning or construction of any
     provision herein.

9.12 Validity. If any provision of this Agreement shall be illegal or invalid
     for any reason, said illegality or invalidity shall not affect the
     remaining parts hereof, but this Agreement shall be construed and enforced
     as if such illegal or invalid provision had never been inserted herein.

<PAGE>

9.13 Notice. Any notice or filing required or permitted to be given to the Bank
     or Plan Administrator under this Agreement shall be sufficient if in
     writing and hand-delivered or sent by registered or certified mail to the
     address below:

                                   Provident Community Bank, NA
                                   ----------------------------
                                   203 West Main St
                                   ----------------------------
                                   Union, SC  29379-2214
                                   ----------------------------

     Such notice shall be deemed given as of the date of delivery or, if
     delivery is made by mail, as of the date shown on the postmark on the
     receipt for registration or certification.

     Any notice or filing required or permitted to be given to the Executive
     under this Agreement shall be sufficient if in writing and hand-delivered
     or sent by mail to the last known address of the Executive.

9.14 Deduction Limitation on Benefit Payments. If the Bank reasonably
     anticipates that the Bank's deduction with respect to any distribution
     under this Agreement would be limited or eliminated by application of Code
     Section 162(m), then to the extent deemed necessary by the Bank to ensure
     that the entire amount of any distribution from this Agreement is
     deductible, the Bank may delay payment of any amount that would otherwise
     be distributed under this Agreement. The delayed amounts shall be
     distributed to the Executive (or the Beneficiary in the event of the
     Executive's death) at the earliest date the Bank reasonably anticipates
     that the deduction of the payment of the amount will not be limited or
     eliminated by application of Code Section 162(m).

9.15 Compliance with Code Section 409A. This Agreement shall be interpreted and
     administered consistent with Code Section 409A.


     IN WITNESS WHEREOF, the Executive and a duly authorized representative of
the Bank have signed this Agreement.


Executive:                              BANK:

                                        Provident Community Bank, National
                                        Association

/s/ Lud Vaughn                          By: /s/ Dwight V. Neese
-------------------                         ------------------------------------
Lud Vaughn
                                        Title: President & CEO
                                              ----------------------------------

<PAGE>

Provident Community Bank, National Association
Supplemental Executive Retirement Plan
Beneficiary Designation Form
================================================================================

{  }     New Designation
{  }     Change in Designation

I, Lud Vaughn, designate the following as Beneficiary under the Agreement:

Primary:

-----------------------------------------------------------            -----%

-----------------------------------------------------------            -----%


Contingent:

-----------------------------------------------------------            -----%

-----------------------------------------------------------            -----%


Notes:
     o    Please PRINT CLEARLY or TYPE the names of the beneficiaries.
     o    To name a trust as Beneficiary, please provide the name of the
          trustee(s) and the exact name and date of the trust agreement.
     o    To name your estate as Beneficiary, please write "Estate of [your
          name]".
     o    Be aware that none of the contingent beneficiaries will receive
          anything unless ALL of the primary beneficiaries predecease you.


I understand that I may change these beneficiary designations by delivering a
new written designation to the Plan Administrator, which shall be effective only
upon receipt and acknowledgment by the Plan Administrator prior to my death. I
further understand that the designations will be automatically revoked if the
Beneficiary predeceases me, or, if I have named my spouse as Beneficiary and our
marriage is subsequently dissolved.

Name:           Lud Vaughn

Signature:                                              Date:
                ------------------------------               -------

Received by the Plan Administrator this         day of          , 2
                                       ---------      ----------   -----

By:
   --------------------------

Title: ----------------------