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                                                 EXHIBIT 10.4(b)








                       DIRECTORS' VOLUNTARY DEFERRAL AGREEMENT

                                         for

                                  DERBY SAVINGS BANK





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                                  TABLE OF CONTENTS

    Paragraph      Subject                                           Page
    ---------      -------                                           ----

                   INTRODUCTION                                      1
         1         DIRECTOR'S FEES                                   2
         2         RETIREMENT BENEFIT                                2
         3         PRE-RETIREMENT DISABILITY BENEFIT                 2
         4         PRE-RETIREMENT DEATH BENEFIT                      3
         5         DESIGNATION OF BENEFICIARY                        4
         6         FORFEITURE OF BENEFITS                            4
         7         BANK'S REPRESENTATIONS TO DIRECTOR                5
         8         MAINTENANCE OF RESERVES                           5
         9         UNSECURED CREDITOR STATUS                         6
         10        SPENDTHRIFT CLAUSE                                6
         11        SEVERABILITY OF BENEFITS AND RIGHTS               6
         12        TWO-YEAR RESTRICTION PERIOD                       7
         13        BINDING EFFECT                                    7
         14        ARBITRATION                                       7
         15        APPLICABLE LAW                                    7

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                                     INTRODUCTION

     THIS AGREEMENT is made this 1st day of April, 1986, between the Derby
Savings Bank, a corporation of the State of Connecticut with its principal place
of business at 33 Elizabeth Street, Derby, Connecticut 06418-0414 (hereinafter
referred to as "Bank") and                      S                        , I a 
director of the Bank. 

     Director has been a Director of the Bank since           .

     In order to achieve a measure of financial security, the Bank is willing to
participate in a voluntary deferral as to future compensation specified by this
Agreement.

     THEREFORE, in consideration of the Director's continued service to the Bank
and the mutual promises and obligations set forth hereafter, Director and Bank
agree as follows:

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1.  DIRECTOR'S FEES

     During the period of Director's service, Bank will pay Director for
services rendered, valuable consideration in form and at the rates and times
mutually agreed upon.

2.  RETIREMENT BENEFIT

     Subject to the conditions and limitations of this Agreement, upon reaching
the Retirement Date while still active, Director shall be entitled to receive,
and Bank agrees to pay Director a series of one-hundred twenty (120) equal
monthly payments representing installments of an Annual Retirement Benefit of
            payable for a period of ten (10) years commencing upon the
Retirement Date. For purposes of this Agreement, "retirement date" shall mean
the latter of the attainment of age 65 or the fourth (4th) anniversary date of
this Agreement.

3.  PRE-RETIREMENT DISABILITY BENEFIT

     If, prior to the Retirement Date, Director should become disabled to such
an extent that as a result of accidental bodily injury or sickness, Director is
wholly and continuously unable to perform Director's usual service for the Bank,
as determined at any time by a majority of its Board of Directors, such
disability shall be treated similarly to a retirement on the Retirement Date.
Bank shall make payments to Director in the same manner it would have done
following normal retirement, except that Director shall only be entitled to
receive that



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percentage of the Annual Retirement Benefit which corresponds to Director's
total consecutive full years of participation under this Agreement as found in
the following table:
                                      Disability
Years of Participation              Retirement Benefit
----------------------              ------------------

     0  -  4                  100% of deferred fees at 10% interest
     4 and greater            100% of retirement benefit hereunder

4.    PRE-RETIREMENT DEATH BENEFIT

     In the event of Director's death while a Director of Bank and prior to the
Retirement Date, Bank agrees that it will pay to such beneficiary or
beneficiaries as Director may have designated pursuant to Paragraph 6, or in the
absence of any such designation, to Director's surviving spouse, if any, or if
none, to Director's estate, a series of one hundred twenty (120) equal monthly
payments representing installments of an annual payment of          payable for
a period of ten (10) years commencing upon the first day of the month
immediately following Director's death, except a single sum equal to the present
value of the future stream of payments discounted at 7% net, shall be paid upon
the first day of the month following a Director's death, where his estate is the
beneficiary hereunder. In the event of


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Director's death while entitled to payments under either Paragraphs 2 or 3, any
amount not yet paid at Director's death, shall be payable instead in the same
manner as if payable to Director, to Director's designated beneficiary or
beneficiaries, or in the absence of a designation, to Director's surviving
spouse, if any, or if none, to Director's estate in a lump sum as described
hereinbefore.

5.  DESIGNATION OF BENEFICIARY

     To designate a beneficiary or beneficiaries to receive any amounts due
under this agreement, Director shall file with Bank a written notice specifying
the name, address and relationship to Director of each beneficiary.  Any such
designation may be changed by Director with a new written notice.

6.  FORFEITURE OF BENEFITS

     If Bank should terminate the service of Director prior to either the
Retirement Date, or a determination of disability under Paragraph 3, by
discharging Director for malfeasance, dishonesty, or such other cause as a
majority of the Board of Directors of the Bank, in its sole discretion, deems
sufficient, this Agreement shall automatically terminate, and the Bank shall
have no obligation to make any payments whatsoever hereunder other than a return
of all fees deferred plus interest thereon at 10%. This Agreement shall also
terminate, and the Bank shall be


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immediately relieved of all obligation to make payments hereunder if Director's
service to the Bank should voluntarily terminate prior to the Retirement Date.
Voluntary termination shall result in return of all fees deferred plus interest
thereon at 10%.

7.  BANK'S REPRESENTATIONS TO DIRECTOR

     Bank agrees that it will not merge or consolidate with any other
corporation or organization, or permit its business activities to be taken over
by any other organization, unless and until the succeeding or continuing
corporation or other organization shall expressly assume the rights and
obligations of Bank under this Agreement.  Bank further agrees that it will not
cease its business activities or terminate its existence, other than as
heretofore set forth in this paragraph, without having made adequate provision
for its obligations under this Agreement to be fulfilled.

8.    MAINTENANCE OF RESERVES

     It is the intention of the Bank to maintain adequate reserves for the
satisfaction of its obligations under this Agreement. Nothing in this Agreement,
however, shall create an obligation on the Bank's part to set aside or earmark
any monies or other assets specifically for this purpose.  Should the Bank elect
to purchase life insurance or annuity contracts or establish a fund as a means
of satisfying its obligations under this Agreement, in whole or in part, it
reserves the absolute right, in its sole discretion, to terminate any such
contracts, as well as any other funding program hereunder at any time, in whole
or in part.


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9.  UNSECURED CREDITOR STATUS

     At no time shall Director, Director's spouse, estate, or any other
beneficiary Director may have designated under this Agreement, be deemed to have
any right, title or interest in or to any specific fund or assets of the Bank or
any fund hereunder, except as hereinbefore provided, including, but not limited
to, any life insurance or annuity contracts which the Bank may at any time have
purchased.  As to any claim for unpaid benefits under this Agreement, Director,
Director's spouse, estate, or any other beneficiary designated hereunder, shall
be an unsecured creditor of Bank in the same manner as any other creditor having
a general claim for unpaid compensation.

10.  SPENDTHRIFT CLAUSE

     It is expressly agreed that neither Director, Director's spouse, estate,
nor any other beneficiary shall have any right to commute, sell, pledge, assign,
transfer, or otherwise convey the right to receive any payments under this
Agreement, which payments and the right thereto being hereby expressly made non-
assignable and non-transferable.  Such payments shall not be subject to legal
process or levy of any kind.

11.  SEVERABILITY OF BENEFITS AND RIGHTS

     The benefits under this Agreement shall be independent of, and in addition
to, benefits payable under any other employment agreement that may exist from
time to time between the parties hereto, or any other compensation payable by
the Bank to Director, whether as salary or otherwise.  This Agreement shall not
be deemed to constitute a contract of employment between the


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parties, nor shall any provision hereof restrict the right of the Bank to
discharge Director, or restrict the right of Director to terminate his
employment.

12.  TWO-YEAR RESTRICTION PERIOD

     If, during the first two years of this Agreement, the Director shall die 
by committing suicide or become disabled under the terms of Paragraph 3 by 
his own hand, the only obligation of Bank shall be to return to Director all 
fees deferred.

13.  BINDING EFFECT

     This Agreement shall be binding upon the parties hereto, their heirs,
executors, administrators, and successors in interest.

14.  ARBITRATION

     Unless otherwise provided in this Agreement, any controversy or claim
arising out of or relating to this contract, or the breach thereof, shall be
settled by arbitration in accordance with the Rules of the American Arbitration
Association, and judgment upon the award rendered by the Arbitrator may be
entered in any Court in New Haven County, State of Connecticut, having
jurisdiction thereof.

15.  APPLICABLE LAW

     This Agreement shall be interpreted under and governed by the laws of the
State of Connecticut.  If any provision under this Agreement is deemed void, it
shall not void the remaining provisions of this Agreement.


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     IN WITNESS WHEREOF the parties have executed this Agreement the day and
year first above written.


                                        DERBY SAVINGS BANK
In the presence of:


________________________________        By ___________________________________


                                           ___________________________________
                                                       Title

In the presence of:                          DIRECTOR:


________________________________        By ___________________________________


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