EXHIBIT 10.7



 Exhibit 10.7 
  
 DEFERRED INCOME AGREEMENT 
  
 DONALD G. HELLIWELL 
  
 UNITED CO-OPERATIVE BANK 
  
 SPRINGFIELD, MASSACHUSETTS 
  
 JANUARY 1, 1985

  









  
 DIRECTOR’S
COMPENSATION AGREEMENT 
  
 This Agreement is entered
into this first day of January, 1985, between UNITED CO-OPERATIVE BANK, 81 State Street, Springfield, Massachusetts 01103 (herein referred to as the “Bank”) and DONALD G. HELLIWELL, 1294 Western Avenue, West field, Massachusetts 01085
(herein referred to as the “Director”). 
  
 WITNESSETH 
  
 WHEREAS, the Bank
recognizes that the competent and faithful efforts of Director on behalf of the Bank have contributed significantly to the success and growth of the Bank; and 
  
 WHEREAS, the Bank values the efforts, abilities and accomplishments of the Director and recognizes that his services are
vital to its continued growth and profits in the futures; and 
  
 WHEREAS, the Bank desires to compensate the Director and retain his services for five years, if elected, to serve on the Board of Directors. Such compensation is set forth below; and 
  
 WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve as a Director, if elected, 
  
 NOW, THEREFORE, it is mutually agreed as follows: 
  
 1. Compensation. The Bank agrees to pay Director the total sum of $75,930 payable in monthly installments of
$632.75 for 120 consecutive months, commencing on the first day of the month following Director’s 65th birthday. Payments to the Director will terminate when the 120 payments have been made or at the time of the Director’s death, whichever
occurs first. 
  
 2. Death of Director Before Age
65. In the event Director should die before reaching age 65 , the Bank agrees to pay to Director’s beneficiary (ies) designated in writing to the Bank, the sum of $632.75 per month for 120 consecutive months. Payments will begin on the
first day of the month following Director’s death. 
  
 3. Death of Director After Age 65. If the Director dies after age 65 prior to receiving the full 120 monthly installments, the remaining monthly installments will be paid to the Director’s designated beneficiary (ies). The
beneficiary (ies) shall receive all remaining monthly installments which the Director would have received until the total sum of $75,930 set forth in paragraph “1” is paid. If the Director fails to designate a beneficiary in writing to the
Bank, the balance of monthly installments at the time of his death shall be paid to the legal representative of the estate of the Director. 
  

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 4. Termination of Service As A Director. If the Director, for any reason other than death,
fails to serve five consecutive years as a Director, he will receive monthly compensation beginning at age 65 on the basis that the number of full months served bears to the required number of 60 months times the compensation stated in paragraph
“1”. For example, if the Director serves only 60 months, he will be entitled to 36/60 or 60% of the compensation stated in paragraph “1”. 
  
 5. Suicide. No payments will be made to the Director’s beneficiary (ies) or to his estate in the event of
death by suicide during the first three years of this Agreement. 
  
 6. Status of Agreement. This Agreement does not constitute a contract of employment between the parties, nor shall any provision of this Agreement restrict the right of the Bank’s shareholders to replace the Director or the
right of the Director to terminate his service. 
  
 7.
Binding Effect. This Agreement shall be binding upon the parties hereto and upon the successors and assigns of the Bank, and upon the heirs and legal representatives of the Director. 
  
 8. Interruption of Service. The service of the Director shall not
be deemed to have been terminated or interrupted due to his absence from active service on account of illness, disability, during any authorised vacation or during temporary leaves of absence granted by the Bank for reasons of professional
advancement, education, health or government service, or during military leave for any period if the Director is elected to serve on the Board following such interruption. 
  
 9. Forfeiture of Compensation by Competition. The Director agrees that all rights to compensation following age 65
shall be forfeited by him if he engages in competition with the Bank, without the prior written consent of the Bank, within a radius of 50 miles of the main office of the Bank for a period of ten years, coinciding with the number of years that the
Director shall receive such compensation. 
  
 10.
Assignment of Rights. None of the rights to compensation under this Agreement are assignable by the Director or any beneficiary or designee of the Director and any attempt to anticipate, sell, transfer, assign, pledge, encumber or change
Director’s right to receive compensation, shall be void. 
  
 11. Status of Director’s Rights. The rights granted to the Director or any designee or beneficiary under this Agreement shall be solely those of an unsecured creditor of the Bank. 
  
 12. Amendments. This Agreement may be amended only by a written
Agreement signed by the parties. 
  

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 13. If the Bank shall acquire an insurance policy or any other asset in connection with the
liabilities assumed by it hereunder, it is expressly understood and agreed that neither director nor any beneficiary of Director shall have any right with respect to, or claim against, such policy or in the title to such other asset. Such policy or
asset shall not be deemed to be held under any trust for the benefit of Director or his beneficiaries or to be held in any way as collateral security for the fulfilling of the obligations of the Bank under this Agreement except as may be expressly
provided by the terms of such policy or other asset. It shall be, and remain, a general, unpledged, unrestricted asset of the Bank. 
  
 14. This Agreement shall be construed under and governed by the laws of the State of Massachusetts. 
  
 15. Interpretation. Wherever appropriate in this Agreement, words
used in the singular shall include the plural and the masculine shall include the feminine gender. 
  
 16. This Agreement shall be binding upon and inure to the benefit of any successor of the Bank and any such successor shall be deemed substituted for
the Bank under the terms of this Agreement. As used herein, the term “successor” shall include any person, corporation or other business entity which at any time, whether by merger, purchase or otherwise, acquires all or substantially all
of the stock, assets or business of the Bank. 
  
 IN
WITNESS HEREOF, the parties have signed this Agreement the day and year above written. 
  

											
	 	 	 	 	 	 	 UNITED CO-OPERATIVE BANK
	 	 
					
	(SEAL)	 	 	 	 BY
	 	 /s/ Burton L. Doble
	 	 
	 	 	 	 	 	 	 	 	 BURTON L. DOBLE, PRESIDENT
	 	 
					
	/s/ 	 	 	 	 	 	 /s/ Donald G. Helliwell
	 	 (SEAL)

	WITNESS	 	 	 	 	 	 DONALD G. HELLIWELL, DIRECTOR
	 	 

  

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