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                                                                   Exhibit 10.11

                           FIRST FEDERAL LINCOLN BANK

                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN

                                    ARTICLE I

                                     PURPOSE

         The purpose of the First Federal Lincoln Bank Supplemental Deferred
Compensation Plan is to provide a supplemental deferred compensation arrangement
for Directors of First Federal Lincoln Bank.

                                   ARTICLE II

                                   DEFINITIONS

         For purposes of this Plan, the following words and phrases shall have
the meaning indicated:

         2.1 Beneficiary. "Beneficiary" means the person, persons or entity
designated by the Participant to receive any benefits payable under the Plan.
Any Participant Beneficiary designation shall be made in a written instrument
filed with the Company and shall become effective only when received in writing
by the Company.

         2.2 Benefit. "Benefit" means the benefit payable to a Participant or
his Beneficiary as described in Article VI hereof.

         2.3 Benefit Account. "Benefit Account" means the account maintained on
the books of the Company for each Participant pursuant to Article V. A
Participant's Benefit Account shall be utilized solely as a device for the
measurement and determination of the amounts which may be paid to the
Participant pursuant to this Plan. A Participant's Benefit Account shall not
constitute or be treated as a trust fund of any kind.

         2.4 Change in Control. "Change in Control" means a Business Combination
with, or, Acquisition of the Company by any Other Entity.

             (a)      "Business Combination" or "Acquisition" shall include (i)
         any merger or consolidation of the Company with or into any Other
         Entity; (ii) the sale of substantially all of the assets of the Company
         to any Other Entity; or (iii) a tender offer or other series of stock
         purchases which result in any Other Entity becoming the direct or
         beneficial owner of more than 50% of the outstanding voting securities.

             (b)      "Other Entity" shall mean any corporation, person or other
         entity with which it or its affiliates or associates has any agreement,
         arrangement or understanding, directly or indirectly, for the purpose
         of acquiring, holding, voting or disposing of the stock or assets of
         the Company.

         2.5 Committee. "Committee" means the Administrative Committee appointed
by the Board of Directors of Company to administer the Plan. The Board of
Directors of Company may change the members of the Administrative Committee at
any time.

         2.6 Company. "Company" means First Federal Lincoln Bank.

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         2.7  Deferral Election. "Deferral Election" means the irrevocable
election by Participant to defer without limit, a percentage of Director Fees
each Plan Year otherwise payable to Participant. Participants must make a new
Deferral Election for each Plan Year. A Participant may terminate a Deferral
Election at any time during the Plan Year as to compensation for services not
yet provided by the Participant by giving written notice of the same to Company.

         2.8  Deferred Amount. "Deferred Amount" means a Participant's monthly
compensation multiplied by the Deferral Election.

         2.9 Disability. "Disability" means the physical or mental disability of
a Participant rendering a Participant not being able to perform his usual and
customary duties as Director of Company on a permanent basis. Disability shall
be determined by a physician selected by Company.

         2.10 Effective Date. "Effective Date" means the first day of the
calendar month immediately following the date an individual is designated by the
Board of Directors of the Company to participate in the Plan.

         2.11 Investment Option. "Investment Option" means the different mutual
funds or other investment vehicles as selected by the Committee from time to
time.

         2.12 Participant. "Participant" means any individual who is designated
by the Board of Directors of the Company to participate in this Plan.

         2.13 Participation Agreement. "Participation Agreement" means the
agreement filed by a Participant within thirty (30) days of the beginning of the
first period for which any amount is credited to a Participant's Benefit
Account. A form of such Participation Agreement is attached hereto.

         2.14 Plan. "Plan" means this First Federal Lincoln Bank Supplemental
Deferred Compensation Plan.

         2.15 Plan Year. "Plan Year" means the twelve (12) month period
beginning on each January 1 and terminating on the succeeding December 31.

         2.16 Year of Service. "Year of Service" means a plan year during which
a Participant completes at least six (6) months of service.


                                   ARTICLE III

                                 ADMINISTRATION

         3.1  Duties of Committee. This Plan shall be administered by the
Committee. The Committee shall have the authority to make, amend, interpret and
enforce all appropriate rules and regulations for the administration of this
Plan and decide or resolve any and all questions, including interpretations of
this Plan, as may arise in connection with the Plan.

         3.2  Binding Effect of Decisions. The decision or action of the
Committee with respect to any question arising out of or in connection with the
administration, interpretation or application of the Plan and the rules and
regulations promulgated hereunder shall be final, conclusive and binding upon
all persons who have any interest in the Plan, unless a written appeal is
received by the Committee

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within sixty days of the disputed action. The appeal will be reviewed by the
Committee and the decision of the Committee shall be final, conclusive and
binding on the Participant and all persons claiming by, through or under the
Participant.

                                   ARTICLE IV

                                  PARTICIPATION

         4.1 Participation. The Board of Directors of the Company shall
designate from time to time who shall be Participants in the Plan. Eligible
Participants shall include active members of the Board of Directors of Company
and retired former Directors who are receiving Director Emeritus Fees.

         4.2 Effective Date of Participation. A designated person shall become a
Participant effective on the Effective Date.

                                    ARTICLE V

                                 BENEFIT ACCOUNT

         5.1 Account. The Company shall establish a Benefit Account for each
Participant in the Plan.

         5.2 Crediting to Account. The Company shall credit the Participant's
Benefit Account monthly in an amount equal to the Deferred Amount. The Benefit
Account shall be increased or decreased to reflect the appreciation or
depreciation, as the case may be, in the investments in the Benefit Account. All
state or federal taxes due on the income or gain realized in a Participant's
Benefit Account shall be charged against the general assets of Company and paid
by the Company rather than a Participant's Benefit Account. Any transaction
costs or fund charges or fees shall be charged against and paid from the
Participant's Benefit Account. To the extent the Company is required to withhold
any taxes, or other amounts from an amount credited to a Participant's Benefit
Account, pursuant to any state, federal or local law, such amounts shall be
taken out of the Participant's board fees.

         5.3 Investment Direction. The Participant shall have the right to
direct the Committee as to how amounts in the Participant's Benefit Account
shall be invested among those Investment Options then available by executing an
Investment Direction in the form attached hereto as Exhibit "A." All amounts
credited to the Participant's Benefit Account shall be invested in accordance
with the then effective Investment Direction. An Investment Direction shall
continue indefinitely until a new Investment Direction form is received by the
Committee. A change in the Investment Direction shall become effective on the
first business day of January, April, July or October following the date the
change in Investment Direction form is received by the Committee.

         5.4 Quarterly Reporting. At least within thirty (30) days after the end
of each calendar year, Committee shall provide to each Participant a statement
showing the balance in the Participant's Benefit Account including the
contribution, earnings and losses in such Benefit Account and the fair market
value of investments in such account as of the last day of said calendar year.

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                                   ARTICLE VI

                                    BENEFITS

         6.1      Commencement of Payment of Benefits. Upon the first to occur
of the following:

                  (i)      Participant's death;

                  (ii)     Participant's termination of services with Company,
                           whether voluntary or involuntary;

                  (iii)    Participant's Disability; or

                  (iv)     Change in Control.

         The Participant shall be entitled to payment of Benefits in the form
elected as provided herein.

         6.2      Form of Payment. The balance in a Participant's Benefit
Account shall be payable as follows:

                  (a)      The Company shall pay the Participant or his
         Beneficiary the amount specified therein in one of the following forms
         as elected in the Participation Agreement filed by the Participant:

                           (i)      a lump sum payment;

                           (ii)     a life annuity;

                           (iii)    a joint survivor annuity; or

                           (iv)     a monthly payment of a fixed amount which
                  shall amortize the applicable amount in equal monthly payments
                  of principal and interest over a period from two (2) to two
                  hundred forty (240) months.

                  (b)      Participant, prior to commencement of payment of any
         Benefit hereunder, may, from time to time, request from Company a
         change in the form of payment. Company, at Company's discretion, may
         grant or deny the request. The foregoing notwithstanding, the form of
         payment shall be that form then in effect on the date one (1) year
         preceding commencement of payment of Benefits set forth in 6.1 above.

                  (c)      In the absence of a Participant's election, Benefits
         shall be paid in monthly payments over a two hundred forty (240) month
         period.

         6.3      Withholding; Payroll Taxes. To the extent required by law in
effect at the time payments are made, the Company shall withhold from payments
made hereunder any taxes required to be withheld for the federal or any state or
local government.

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                                   ARTICLE VII

                             CONDITIONS TO BENEFITS

         The Company's obligation to make or continue any payments to a
Participant hereunder shall terminate if, following Commencement of Benefits set
forth in 6.1 herein, the Participant directly, acts as an officer, director,
employer or agent of, or performs consulting services for, any firm, person,
corporation or enterprise which (i) directly competes with the primary business
then conducted by the Company, and (ii) has a facility within the boundaries of
or within 50 miles from the boundaries of any city in which the Company has a
facility.

                                  ARTICLE VIII

                             BENEFICIARY DESIGNATION

         8.1      Beneficiary Designation. Each Participant shall have the
right, at any time, to designate any person or persons as Beneficiary or
Beneficiaries (both principal as well as contingent) to whom payment under this
Plan shall be made in the event of Participant's death prior to complete
distribution of the benefits due to the Participant under the Plan.

         8.2      Amendments. Any Beneficiary designation may be changed by a
Participant by the written filing of such change on a form prescribed by the
Committee. The filing of a new Beneficiary Designation form will cancel all
Beneficiary designations previously filed.

         8.3      No Beneficiary Designation. If a Participant fails to
designate a Beneficiary as provided above, or if all designated Beneficiaries
predecease the Participant, then the Participant's designated Beneficiary shall
be deemed to be the person or persons surviving Participant in the first of the
following classes in which there is a survivor, share and share alike:

                  (a)      The surviving Spouse;

                  (b)      The Participant's living children, except that if any
                           of the children predecease the Participant but leave
                           issue surviving, then such issue shall take by right
                           of representation the share their parent would have
                           taken if living;

                  (c)      The personal representative (executor or
                           administrator) of Participant's estate.

         8.4      Effect of Payment. The payment to the deemed Beneficiary shall
completely discharge the Company's obligations under this Plan.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1      Status of Benefit Account. The amounts credited to a
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Participant's Benefit Account are forfeitable until an event requiring payment
as described in Article VI. From and after such an event, Participants and their
Beneficiaries shall have no legal or equitable rights or claims in any property
or assets of the Company. Any and all of the Company's assets shall be and
remain the general, unpledged, unrestricted assets of the Company. Following an
event described in Article VI, the Company's

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obligations under the Plan shall be merely that of an unfunded and unsecured
promise of the Company to pay money in the future.

         9.2 Nonassignability. No Benefit shall be subject in any manner to
alienation, sale, transfer, assignment, pledge or encumbrance of any kind. Any
attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any
Benefit shall be void. Except as required by law, no Benefit shall in any manner
be subject to garnishment, attachment, execution or other legal process, or be
liable for or subject to the debts or liabilities of any Participant or
Beneficiary.

         9.3 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the Company
and the Participant. Nothing in this Plan shall be deemed to give a Participant
the right to be retained in the service of the Company or to interfere with the
right of the Company to discipline or discharge the Participant at any time.

         9.4 Protective Provisions. A Participant will cooperate with the
Company by furnishing any and all information requested by the Company, in order
to facilitate the payment of a Benefit hereunder, and by taking such physical
examinations as the Company may deem necessary and taking such other action as
may be requested by the Company.

         9.5 Governing Law. The provisions of this Plan shall be construed and
interpreted in accordance with the laws of the State of Nebraska.

         9.6 Effective Date. This Plan shall be effective as of JANUARY 1, 1997.
                                                                ---------------

         ADOPTED pursuant to resolution of the Board of Directors on the 18TH
                                                                         ----
day of DECEMBER, 1996.
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                                            FIRST FEDERAL LINCOLN BANK

Date     December 18, 1996                  By /s/ Lavern F. Roschewski
     --------------------------                ---------------------------------
                                              Its:  Chairman of the Board

                                            By /s/ Gilbert G. Lundstrom
                                               ---------------------------------
                                              Its:  President

                                            By /s/ Patricia A. Young
                                               ---------------------------------
                                              Its:  Secretary

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