Exhibit 10(d)


                 PROVIDENT COMMUNITY BANK, NATIONAL ASSOCIATION
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN #2


       THIS  SUPPLEMENTAL  EXECUTIVE  RETIREMENT  PLAN #2 (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 Richard H. Flake (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 membership of the board of directors of the Company

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        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 Bank of the carrier's or Social  Security  Administration's
        determination upon the request of the Bank.

 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.

 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

<PAGE>

        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 Thirty Two Thousand Five Hundred Dollars ($32,500).

         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 twenty (20) 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 twenty (20) 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 twenty (20) 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 twenty (20) 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  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


<PAGE>


         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 twenty (20) years commencing within sixty (60)
                 days  following  receipt by the Bank of the  Executive's  death
                 certificate.

 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.

<PAGE>


 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 twenty (20) 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.

 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.

<PAGE>


 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:

<PAGE>


         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.

         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.

<PAGE>


         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.

 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.

<PAGE>


 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) 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.

<PAGE>


 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.

 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.

<PAGE>


 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.

 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
                          -----------------------------

<PAGE>


         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/ Richard H. Flake             By /s/ Dwight V. Neese
-------------------------------     -------------------------------------------
Richard H. Flake
                                 Title President & CEO
                                       ----------------------------------------

<PAGE>


Provident Community Bank, National Association
Supplemental Executive Retirement Plan #2
Beneficiary Designation Form
================================================================================

{ }  New Designation
{ }  Change in Designation

I, Richard H. Flake, 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:           Richard H. Flake

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

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

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

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