Exhibit 10.10



 Exhibit 10.10 
 NEWPORT FEDERAL SAVINGS BANK 
 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
 Effective January 1, 2006 







 Newport Federal Savings Bank 
 Supplemental Executive Retirement Plan 
 Table of Contents 
  

					
	 Article I
	 	 Introduction
	  	1
			
	 Article II
	 	 Definitions
	  	2
			
	 Article III
	 	 Eligibility and Participation
	  	5
			
	 Article IV
	 	 Benefits
	  	6
			
	 Article V
	 	 Accounts
	  	8
			
	 Article VI
	 	 Supplemental Benefit Payments
	  	9
			
	 Article VII
	 	 Claims Procedures
	  	10
			
	 Article VIII
	 	 Amendment and Termination
	  	11
			
	 Article IX
	 	 General Provisions
	  	12








 Article I 
 Introduction 
 Section 1.01 Purpose, Design and Intent. 
  

	 (a)
	 The purpose of the Newport Federal Savings Bank Supplemental Executive Retirement Plan (the 


 “Plan”) is to assist Newport Federal Savings Bank (the “Bank”) and its affiliates in retaining the 
 services of key employees until their retirement, to induce such employees to use their best efforts 
 to enhance the business of the Bank and its affiliates, and to provide certain supplemental 
 retirement benefits to such employees. 
  

	 (b)
	 The Plan, in relevant part, is intended to constitute an unfunded “excess benefit plan” as defined 


 in Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended. In this 
 respect, the Plan is specifically designed to provide certain key employees with retirement 
 benefits that would have been provided under various tax-qualified retirement plans sponsored by 
 the Bank but for the applicable limitations placed on benefits and contributions under such plans 
 by various provisions of the Internal Revenue Code of 1986, as amended. 
  

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 Article II 
 Definitions 
 Section 2.01 Definitions. In this Plan, whenever the context so
indicates, the singular or the plural 
 number and the masculine or feminine gender shall be deemed to include the other, the terms
“he,” “his,” 
 and “him,” shall refer to a Participant or a beneficiary of a Participant, as the case may be,
and, except as 
 otherwise provided, or unless the context otherwise requires, the capitalized terms shall have the 
 following meanings: 
 (a)
“Affiliate” means any corporation, trade or business, which, at the time of reference, is together 
 with the Bank, a
member of a controlled group of corporations, a group of trades or businesses (whether 
 or not incorporated) under common control, or an
affiliated service group, as described in Sections 
 414(b), 414(c), and 414(m) of the Code, respectively, or any other organization treated
as a single 
 employer with the Bank under Section 414(o) of the Code. 
 (b) “Applicable Limitations” means one or more of the following, as applicable: 
  

	 	 (i)
	 the maximum limitations on annual additions to a tax-qualified defined contribution plan 


 under Section 415(c) of the Code; 
  

	 	 (ii)
	 the maximum limitation on the annual amount of compensation that may, under Section


 401(a)(17) of the Code, be taken into account in determining contributions to and benefits 
 under tax-qualified plans; and 
  

	 	 (iii)
	 the maximum limitations, under Sections 401(k), 401(m), or 402(g) of the Code, on pre- 


 tax contributions that may be made to a qualified defined contribution plan. 
 (c) “Bank” means Newport Federal Savings Bank, and its successors. 
 (d) “Board of Directors” means the Board of Directors of the Bank. 
 (e) “Change in
Control” means the earliest occurrence of one of the following events: 
 (i) Merger: The Company or the
Bank merges into or consolidates with another 
 corporation, or merges another corporation into the Company or the Bank, and
as a result less 
 than a majority of the combined voting power of the resulting corporation immediately after the

 merger or consolidation is held by persons who were stockholders of the Company or the Bank 
 immediately before the merger or consolidation. 
 (ii) Acquisition of Significant Share Ownership: There is filed or required to be filed, a 
 report on Schedule 13D or another form or schedule (other than Schedule 13G) required under 
 Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the 
 filing person
or persons acting in concert has or have become the beneficial owner of 25% or 
 more of a class of the Company’s voting
securities, but this clause (b) shall not apply to beneficial 
 ownership of Company voting shares held in a fiduciary
capacity by an entity of which the 
 Company directly or indirectly beneficially owns 50% or more of its outstanding voting

 securities. 
 (iii) Change in Board Composition: During any period of two consecutive years, 
 individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of 
 the
two-year period cease for any reason to constitute at least a majority of the Company’s or the 
  

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 Bank’s Board of Directors; provided, however, that for purposes of this clause
(iii), each director 
 who is first elected by the board (or first nominated by the board for election by the stockholders)

 by a vote of at least two-thirds ( 2/3) of the directors who were directors at the beginning of the 
 two-year period shall be deemed to have also been a director at the beginning of such period; or 
  

	 	 (iv)
	 Sale of Assets: The Company or the Bank sells to a third party all or substantially all of 


 its assets. 
 (f)
“Code” means the Internal Revenue Code of 1986, as amended. 
 (g) “Committee” means the
person(s) designated by the Board of Directors, pursuant to Section
 9.02 of the Plan, to administer the Plan. 
 (h) “Common Stock” means the common stock of the Company. 
 (i) “Company” means Newport Bancorp, Inc. and its successors. 
 (j) “Eligible Individual” means any Employee who participates in the ESOP or the 401(k) Plan, as 
 the case
may be, and whom the Board of Directors determines is one of a “select group of management or 
 highly compensated employees,” as
such phrase is used for purposes of Sections 101, 201, and 301 of 
 ERISA. 
 (k) “Employee” means any person employed by the Bank or an Affiliate. 
 (l) “Employer” means the Bank or Affiliate thereof that employs the Employee. 
 (m) “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended. 
 (n) “ESOP” means the Newport
Federal Savings Bank Employee Stock Ownership Plan, as 
 amended from time to time. 
 (o) “ESOP Acquisition Loan” means a loan or other extension of credit incurred by the trustee of 
 the ESOP in connection with the purchase of Common Stock on behalf of the ESOP. 
 (p)
“ESOP Valuation Date” means any day as of which the investment experience of the trust 
 fund of the ESOP is
determined and individuals’ accounts under the ESOP are adjusted accordingly. 
 (q) “Effective Date” means
January 1, 2006. 
 (r) “Participant” means an Eligible Employee who is entitled to benefits under the Plan.

 (s) “Plan” means this Newport Federal Savings Bank Supplemental Executive Retirement Plan. 
 (t) “401(k) Plan” means the Newport Federal Savings Bank Employees’ Savings & Profit Sharing 
 Plan and Trust, as amended from time to time. 
 (u) Reserved. 
 (v) Reserved. 
  

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 (w) “Supplemental Savings Benefit” means the benefit credited to a Participant
pursuant to 
 Section 4.03 of the Plan. 
 (x) “Supplemental Savings Account” means an account established by an Employer, pursuant 
 to Section 5.03 of the Plan, with respect to a Participant’s Supplemental Savings Benefit. 
 (y) “Supplemental
Stock Ownership Account” means an account established by an Employer, 
 pursuant to Section 5.02 of the Plan, with respect
to a Participant’s Supplemental Stock Ownership 
 Benefit. 
 (z) “Supplemental Stock Ownership Benefit” means the benefit credited to a Participant 
 pursuant to Section 4.02 of the Plan. 
  

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 Article III 
 Eligibility and Participation 
 Section 3.01 Eligibility and Participation.

  

	 (a)
	 Each Eligible Employee may participate in the Plan. An Eligible Employee shall become a 


 Participant in the Plan upon designation as such by the Board of Directors. An Eligible 
 Employee whom the Board of Directors designates as a Participant in the Plan shall commence 
 participation as of the date established by the Board of Directors. The Board of Directors shall 
 establish an Eligible Employee’s date of participation at the same time it designates the Eligible 
 Employee as a Participant in the Plan. 
  

	 (b)
	 The Board of Directors may, at any time, designate an Eligible Employee as a Participant for any 


 or all supplemental benefits provided for under Article IV of the Plan. 
  

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 Article IV 
 Benefits 
 Section 4.01 Reserved. 
 Section 4.02 Supplemental Stock Ownership Benefit. 
  

	 (a)
	 Upon a Change in Control, the Employer shall credit to the Participant’s Supplemental Stock 


 Ownership Account a Supplemental Stock Ownership Benefit equal to (i) less (ii), the result of 
 which is multiplied by (iii), where: 
  

	 	 (i)
	 Equals the total number of shares of Common Stock acquired with the proceeds of all 


 ESOP Acquisition Loans (together with any dividends, cash proceeds, or other medium 
 related to such ESOP Acquisition Loans) that would have been allocated or credited for 
 the benefit of the Participant under the ESOP and/or this Plan, as the case may be, had the 
 Participant continued in the employ of the Employer through the first ESOP Valuation 
 Date following the last scheduled payment of principal and interest on all ESOP 
 Acquisition Loans outstanding at the time of the Change in Control; and 
  

	 	 (ii)
	 Equals the total number of shares of Common Stock acquired with the proceeds of all 


 ESOP Acquisition Loans (together with any dividends, cash proceeds, or other medium 
 related to such ESOP Acquisition Loans) and allocated for the benefit of the Participant 
 under the ESOP and/or this Plan, as the case may be, as of the first ESOP Valuation Date 
 following the Change in Control; and 
  

	 	 (iii)
	 Equals the fair market value of the Common Stock immediately preceding the Change in 


 Control. 
  

	 (b)
	 For purposes of clause (i) of subsection (a) of this Section 4.02, the total number of shares of 


 Common Stock shall be determined by multiplying the sum of (i) and (ii) by (iii), where: 
  

	 	 (i)
	 equals the average of the total shares of Common Stock acquired with the proceeds of an 


 ESOP Acquisition Loan and allocated for the benefit of the Participant under the ESOP 
 as of the three most recent ESOP Valuation Dates preceding the Change in Control (or 
 lesser number if the Participant has not participated in the ESOP for three full years); 
  

	 	 (ii)
	 equals the average number of shares of Common Stock credited to the Participant’s 


 Supplemental ESOP Account for the three most recent plan years of the ESOP (such that 
 the three most recent plan years coincide with the three most recent ESOP Valuation 
 Dates referred to in (i) above); and 
  

	 	 (iii)
	 equals the original number of scheduled annual payments on the ESOP Acquisition 


 Loans. 
 Section 4.03
Supplemental Savings Benefit. 
 A Participant’s Supplemental Savings Benefit under the Plan
shall be equal to the excess of (a) over (b), 
 where: 
  

	 (a)
	 is the sum of the matching contributions and other contributions of the Employer that would 


 otherwise be allocated to an account of the Participant under the 401(k) Plan for a particular year, 
  

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 if the provisions of the 401(k) Plan were administered without regard to any of the
Applicable 
 Limitations; and 
  

	 (b)
	 is the sum of the matching contributions and other contributions of the Employer that are actually 


 allocated on account of the Participant under the provisions of the 401(k) Plan for that particular 
 year, after giving effect to any reduction of such allocation required by any of the Applicable 
 Limitations. 
  

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 Article V 
 Accounts 
 Section 5.01 Reserved. 
 Section 5.02 Supplemental Stock Ownership Account. 
 The Employer shall establish, as a memorandum account on its books, a Supplemental Stock Ownership 
 Account.
Upon a Change in Control, the Committee shall credit to the Participant’s Supplemental Stock 
 Ownership Account the amount of benefits
determined under Section 4.02 of the Plan. The Committee 
 shall credit the account with an amount equal to the appropriate number of
shares of Common Stock or 
 other medium of contribution that would have otherwise been made to the Participant’s accounts under

 the ESOP. Shares of Common Stock shall be valued under this Plan in the same manner as under the 
 ESOP. Cash contributions credited to a Participant’s Supplemental Stock Ownership Account shall be 
 credited annually with interest at a rate equal to the combined weighted return provided to the 
 Participant’s non-stock accounts under the ESOP. 
 Section 5.03
Supplemental Savings Account. 
 The Employer shall establish a memorandum account, the “Supplemental Savings Account”
for each 
 Participant on its books, and each year the Committee will credit the amount of contributions determined 
 under Section 4.03 of the Plan. Contributions credited to a Participant’s Supplemental Savings Account 
 shall be credited monthly with interest at a rate equal to the combined weighted return provided to the 
 Participant’s account(s) under the 401(k) Plan. 
  

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 Article VI 
 Supplemental Benefit Payments 
 Section 6.01 Reserved. 
 Section 6.02 Payment of Supplemental Stock Ownership Benefit. 
  

	 (a)
	 A Participant’s Supplemental Stock Ownership Benefit shall be paid to the Participant or, in the 


 event of the Participant’s death, to his beneficiary, in a lump sum cash payment upon the earlier 
 of: (i) the termination of the ESOP followed by the distribution of the ESOP assets to the ESOP 
 participants or (ii) a Change in Control. In the event of a payment upon a Change in Control, the 
 Board of Directors of the Bank (or its designee) will use its best efforts to determine the amount 
 of the Supplemental Stock Ownership Benefit based on the formula set forth in Section 4.02. 
  

	 (b)
	 A Participant shall always have a fully non-forfeitable right to the Supplemental Stock Ownership 


 Benefit credited to him under this Plan. 
 Section 6.03 Payment of Supplemental Savings Benefit. 
  

	 (a)
	 A Participant’s Supplemental Savings Benefit shall be paid to the Participant or, in the event of 


 the Participant’s death, in a lump sum cash payment upon the earlier of: (i) the termination of the 
 401(k) Plan and distribution of the 401(k) Plan assets; (ii) the Participant’s termination of 
 employment on or after attainment of age 65; or (iii) a Change in Control. 
  

	 (b)
	 A Participant shall have a non-forfeitable right to his Supplemental Savings Benefit under this 


 Plan in the same percentage as he has to his matching contributions under the 401(k) Plan at the 
 time the benefits become distributable to him under the 401(k) Plan. 
  

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 Article VII 
 Claims Procedures 
 Section 7.01 Claims Reviewer. 
 For purposes of handling claims with respect to this Plan, the “Claims Reviewer” shall be the Committee, 
 unless the Committee designates another person or group of persons as Claims Reviewer. 
 Section 7.02 Claims Procedure. 
  

	 (a)
	 An initial claim for benefits under the Plan must be made by the Participant or his beneficiary or 


 beneficiaries in accordance with the terms of this Section 7.02. 
  

	 (b)
	 Not later than ninety (90) days after receipt of such a claim, the Claims Reviewer will render a 


 written decision on the claim to the claimant, unless special circumstances require the extension 
 of such 90-day period. If such extension is necessary, the Claims Reviewer shall provide the 
 Participant or the Participant’s beneficiary or beneficiaries with written notification of such 
 extension before the expiration of the initial 90-day period. Such notice shall specify the reason 
 or reasons for the extension and the date by which a final decision can be expected. In no event 
 shall such extension exceed a period of ninety (90) days from the end of the initial 90-day period. 
  

	 (c)
	 In the event the Claims Reviewer denies the claim of a Participant or any beneficiary in whole or 


 in part, the Claims Reviewer’s written notification shall specify, in a manner calculated to be 
 understood by the claimant, the reason for the denial; a reference to the Plan or other document or 
 form that is the basis for the denial; a description of any additional material or information 
 necessary for the claimant to perfect the claim; an explanation as to why such information or 
 material is necessary; and an explanation of the applicable claims procedure. 
  

	 (d)
	 Should the claim be denied in whole or in part and should the claimant be dissatisfied with the 


 Claims Reviewer’s disposition of the claimant’s claim, the claimant may have a full and fair 
 review of the claim by the Committee upon written request submitted by the claimant or the 
 claimant’s duly authorized representative and received by the Committee within sixty (60) days 
 after the claimant receives written notification that the claimant’s claim has been denied. In 
 connection with such review, the claimant or the claimant’s duly authorized representative shall 
 be entitled to review pertinent documents and submit the claimant’s views as to the issues, in 
 writing. The Committee shall act to deny or accept the claim within sixty (60) days after receipt 
 of the claimant’s written request for review unless special circumstances require the extension of 
 such 60-day period. If such extension is necessary, the Committee shall provide the claimant 
 with written notification of such extension before the expiration of such initial 60-day period. In 
 all events, the Committee shall act to deny or accept the claim within 120 days of the receipt of 
 the claimant’s written request for review. The action of the Committee shall be in the form of a 
 written notice to the claimant and its contents shall include all of the requirements for action on 
 the original claim. 
  

	 (e)
	 In no event may a claimant commence legal action for benefits the claimant believes are due the 


 claimant until the claimant has exhausted all of the remedies and procedures afforded the 
 claimant by this Article VII. 
  

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 Article VIII 
 Amendment and Termination 
 Section 8.01 Amendment of the Plan. 
 The Bank may from time to time and at any time amend the Plan; provided, however, that such 
 amendment may not adversely affect the rights of any Participant or beneficiary with respect to any 
 benefit under the Plan to which the Participant or beneficiary may have previously become entitled prior 
 to
the effective date of such amendment without the consent of the Participant or beneficiary. The 
 Committee shall be authorized to make minor
or administrative changes to the Plan, as well as 
 amendments required by applicable federal or state law (or authorized or made desirable
by such 
 statutes); provided, however, that such amendments must subsequently be ratified by the Board of 
 Directors. 
 Section 8.02
Termination of the Plan. 
 The Bank may at any time terminate the Plan; provided, however, that such termination may not

 adversely affect the rights of any Participant or beneficiary with respect to any benefit under the Plan to 
 which the Participant or beneficiary may have previously become entitled prior to the effective date of 
 such termination without the consent of the Participant or beneficiary. Any amounts credited to the 
 supplemental accounts of any Participant shall remain subject to the provisions of the Plan and no 
 distribution of benefits shall be accelerated because of termination of the Plan. 
  

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 Article IX 
 General Provisions 
 Section 9.01 Unfunded, Unsecured Promise to Make Payments in the
Future. 
 The right of a Participant or any beneficiary to receive a distribution under this Plan shall be an unsecured 

claim against the general assets of the Bank or its Affiliates, and neither a Participant, nor his designated 
 beneficiary or beneficiaries, shall have any rights in or against any amount credited to any account under 
 this Plan or any other assets of the Bank or an Affiliate. The Plan at all times shall be considered entirely 
 unfunded both for tax purposes and for purposes of Title I of ERISA. Any funds invested hereunder shall 
 continue for all purposes to be part of the general assets of the Bank or an Affiliate and available to its 
 general creditors in the event of bankruptcy or insolvency. Accounts under this Plan and any benefits 
 which may be payable pursuant to this Plan are not subject in any manner to anticipation, sale, alienation, 
 transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of a Participant or a 
 Participant’s beneficiary. The Plan constitutes a mere promise by the Bank or Affiliate to make benefit 
 payments in the future. No interest or right to receive a benefit may be taken, either voluntarily or 
 involuntarily, for the satisfaction of the debts of, or other obligations or claims against, such Participant or 
 beneficiary, including claims for alimony, support, separate maintenance and claims in bankruptcy 
 proceedings. 
 Section 9.02 Committee as Plan Administrator.

  

	 (a)
	 The Plan shall be administered by the Committee designated by the Board of Directors of the 


 Bank. 
  

	 (b)
	 The Committee shall have the authority, duty and power to interpret and construe the provisions 


 of the Plan as it deems appropriate. The Committee shall have the duty and responsibility of 
 maintaining records, making the requisite calculations and disbursing the payments hereunder. In 
 addition, the Committee shall have the authority and power to delegate any of its administrative 
 duties to employees of the Bank or an Affiliate, as they may deem appropriate. The Committee 
 shall be entitled to rely on all tables, valuations, certificates, opinions, data and reports furnished 
 by any actuary, accountant, controller, counsel or other person employed or retained by the Bank 
 with respect to the Plan. The interpretations, determinations, regulations and calculations of the 
 Committee shall be final and binding on all persons and parties concerned. 
 Section 9.03 Expenses. 
 Expenses
of administration of the Plan shall be paid by the Bank or an Affiliate. 
 Section 9.04 Statements. 
 The Committee shall furnish individual annual statements of accrued benefits to each Participant, or 
 current beneficiary, in such form as determined by the Committee or as required by law. 
 Section 9.05 Rights of Participants and Beneficiaries. 
  

	 (a)
	 The sole rights of a Participant or beneficiary under this Plan shall be to have this Plan 


 administered according to its provisions and to receive whatever benefits he or she may be 
 entitled to hereunder. 
  

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	 (b)
	 Nothing in the Plan shall be interpreted as a guaranty that any funds in any trust which may be 


 established in connection with the Plan or assets of the Bank or an Affiliate will be sufficient to 
 pay any benefit hereunder. 
  

	 (c)
	 The adoption and maintenance of this Plan shall not be construed as creating any contract of 


 employment or service between the Bank or an Affiliate and any Participant or other individual. 
 The Plan shall not affect the right of the Bank or an Affiliate to deal with any Participants in 
 employment or service respects, including their hiring, discharge, compensation, and other 
 conditions of employment or service. 
 Section 9.06 Incompetent Individuals. 
 The Committee may, from time to time, establish rules and procedures
which it determines to be 
 necessary for the proper administration of the Plan and the benefits payable to a Participant or beneficiary

 in the event that such Participant or beneficiary is declared incompetent and a conservator or other person 
 is appointed and legally charged with that Participant’s or beneficiary’s care. Except as otherwise 
 provided for herein, when the Committee determines that such Participant or beneficiary is unable to 
 manage his financial affairs, the Committee may pay such Participant’s or beneficiary’s benefits to such 
 conservator, person legally charged with such Participant’s or beneficiary’s care, or institution then 
 contributing toward or providing for the care and maintenance of such Participant or beneficiary. Any 
 such payment shall constitute a complete discharge of any liability of the Bank or an Affiliate and the 
 Plan for such Participant or beneficiary. 
 Section 9.07 Sale, Merger or Consolidation of the Bank. 
 The Plan may be continued after a sale of assets of the
Bank, or a merger or consolidation of the Bank 
 into or with another corporation or entity only if, and to the extent that, the transferee,
purchaser or 
 successor entity agrees to continue the Plan. Additionally, upon a merger, consolidation or other change 
 in control any amounts credited to Participant’s deferral accounts shall be placed in a grantor trust to the 
 extent not already in such a trust. In the event that the Plan is not continued by the transferee, purchaser 
 or successor entity, then the Plan shall be terminated subject to the provisions of Section 8.02 of the Plan. 
 Any legal fees incurred by a Participant in determining benefits to which such Participant is entitled under 
 the Plan following a sale, merger, or consolidation of the Bank or an Affiliate of which the Participant is 
 an Employee or, if applicable, a member of the Board of Directors, shall be paid by the resulting or 
 succeeding entity. 
 Section 9.08
Location of Participants. 
 Each Participant shall keep the Bank informed of his current address and the current address of his

 designated beneficiary or beneficiaries. The Bank shall not be obligated to search for any person. If such 
 person is not located within three (3) years after the date on which payment of the Participant’s benefits 
 payable under this Plan may first be made, payment may be made as though the Participant or his 
 beneficiary had died at the end of such three-year period. 
 Section 9.09
Liability of the Bank and its Affiliates. 
 Notwithstanding any provision herein to the contrary, neither the Bank nor any
individual acting as an 
 employee or agent of the Bank shall be liable to any Participant, former Participant, beneficiary, or any

 other person for any claim, loss, liability or expense incurred in connection with the Plan, unless 
 attributable to fraud or willful misconduct on the part of the Bank or any such employee or agent of the 
 Bank. 
  

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 Section 9.10 Governing Law. 
 All questions pertaining to the construction, validity and effect of the Plan shall be determined in 
 accordance with the laws of the United States and, to the extent not preempted by such laws, by the laws 
 of
the State of Rhode Island. 
 Section 9.11 Special Transition Rules Relating to Section 409A of the Code 

The Bank intends this Plan to conform in all respects with Section 409A of the Code in both form and 
 operation. Notwithstanding any other provision in this Plan, the Bank reserves the right to amend any 
 provision of the Plan or take any other action the Committee deems appropriate to ensure compliance 
 with Section 409A of the Code, including altering the time and form of any distribution. 
 Having been adopted by its Board of Directors, this Plan is executed by its duly authorized officer on July

18, 2006. 
  

							
	 Attest:
	 		 	 NEWPORT FEDERAL SAVINGS BANK

				
	 /s/ Judy Tucker
	 		 	 By:
	 	 /s/ Peter W. Rector

		 		 		 	 For the Entire Board of Directors


  

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