SEPARATION
      AGREEMENT AND GENERAL RELEASE





This
      Separation Agreement and General Release (hereinafter “Separation Agreement”) is
      entered into by and between Donald F. X. Lynch (hereinafter “MR. LYNCH”), and
      United Bank (hereinafter “UNITED”). In this Separation Agreement, UNITED shall
      at all times include any and all related entities, corporations, partnerships
      and subsidiaries, as well as their respective current and former directors,
      officers, trustees, partners, employees, successors in interest, representatives
      and agents, both in their representative and individual capacities.





WHEREAS,
      UNITED and MR. LYNCH have determined that it is not in their best interests
      for
      MR. LYNCH to continue as an employee of UNITED; and





WHEREAS,
      the parties desire that their relationship end in a professional
      manner;





NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, it is agreed by the parties as follows:





FIRST:
      SEPARATION DATE





MR.
      LYNCH‘s last day of employment ended on May 5, 2006 (the “Separation
      Date”). The Separation Date will be considered the final date of employment for
      MR. LYNCH for purposes of this Agreement.





SECOND:
      ONE YEAR’S SALARY CONTINUATION AND 2005 BONUS





In
      exchange for MR. LYNCH’s execution of this Separation Agreement and Release,
      UNITED agrees to pay in a lump sum MR. LYNCH’s base salary of One Hundred Sixty
      Eight Thousand Nine Hundred Dollars and 00/100 ($168,900.00), less appropriate
      taxes and deductions (hereinafter referred to as the “Severance Pay”) within 14
      days after he executes this Agreement, provided, however, that under no
      circumstances will MR. LYNCH execute this Agreement prior to his final date
      of
      employment. .





In
      addition, UNITED will pay MR. LYNCH his 2005 bonus regardless of the date of
      the
      termination of his employment in the same manner that said bonus would have
      been
      paid had he remained employed with UNITED.





Further,
      UNITED agrees not to contest any application MR. LYNCH may make for unemployment
      compensation and it expressly agrees that this Agreement does not require MR.
      LYNCH to release any claims for unemployment benefits arising from his
      separation from employment with UNITED.







/s/
                RBC
            
            /s/
                DXFLRBC,
                President
            DXFL


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SEPARATION
                AGREEMENT BETWEEN DONALD LYNCH AND UNITED
                BANK








This
      Salary Continuation and other consideration is being offered to Mr. Lynch solely
      in exchange for his promise to be bound by the terms of this Agreement and
      is
      above and beyond what he would otherwise be entitled to receive.




THIRD:
      HEALTH AND DENTALINSURANCE BENEFITS





UNITED
      agrees to continue MR. LYNCH’s health and dental insurance on the same basis as
      if he remained employed with UNITED for one year following MR. LYNCH’S
      separation from UNITED (the “Severance Period”). MR. LYNCH’S portion of said
      health and dental insurance premiums for the one year period shall be deducted
      from the lump sum Severance Payment referenced in Paragraph Second. Any and
      all
      applicable COBRA notification documents will be sent at the end of the Severance
      Period.





These
      Benefits are being offered to Mr. Lynch solely in exchange for his promise
      to be
      bound by the terms of this Agreement and is above and beyond what he would
      otherwise be entitled to receive.





FOURTH:
      TRANSFER OF COMPANY AUTOMOBILE




UNITED
      will transfer ownership of the automobile it owns and which was most recently
      assigned to MR. LYNCH for use during his employment with UNITED to MR. LYNCH
      for
      $1.00 after the Effective Date of this Agreement.





The
      Transfer of Company Automobile is being offered to Mr. Lynch solely in exchange
      for his promise to be bound by the terms of this Agreement and is above and
      beyond what he would otherwise be entitled to receive.




FIFTH:
      MUTUAL RELEASE





In
      exchange for the severance payment to which MR. LYNCH would not otherwise be
      entitled, MR. LYNCH, on behalf of himself, his heirs and assigns, irrevocably
      and unconditionally releases UNITED from all claims, controversies, liabilities,
      demands, causes of action, debts, obligations, promises, acts, agreements,
      rights of contribution and/or indemnification, and damages of whatever kind
      or
      nature, whether known or unknown, suspected or unsuspected, foreseen or
      unforeseen, liquidated or contingent, actual or potential, jointly and
      individually, that he has had or now has, based on any and all aspects of MR.
      LYNCH’s employment with UNITED or his separation from that employment,
      including, but not limited to, any and all claims for breach of express or
      implied contract or covenant of good faith and fair dealing (whether written
      or
      oral), all






/s/
                  RBC
              
              /s/
                  DXFLRBC,
                  President
              DXFL
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SEPARATION
                AGREEMENT BETWEEN DONALD LYNCH AND UNITED
                BANK





claims
      for retaliation or violation of public policy, breach of promise, detrimental
      reliance or tort (e.g., intentional infliction of emotional distress,
      defamation, assault, battery, false imprisonment, wrongful termination,
      interference with contractual or advantageous relationship, etc.), whether
      based
      on common law or otherwise; all claims arising under the Massachusetts Fair
      Employment Practices Law; the Title VII of the Civil Rights Act of 1964, as
      amended; the Age Discrimination in Employment Act; the Americans with
      Disabilities Act; claims for emotional distress, mental anguish, personal
      injury, loss of consortium; any and all claims that may be asserted on MR.
      LYNCH’s behalf by others; the Employee Retirement Income Security Act of 1974
      (“ERISA”); or any other federal, state or local laws or regulations relating to
      employment or benefits associated with employment. The foregoing list is meant
      to be illustrative rather than inclusive.





Notwithstanding
      the above, it is understood that MR. LYNCH does not waive any rights he may
      have
      to vested benefits under any retirement or employee welfare plan that may be
      due
      him upon his separation from the company. It is further understood that MR.
      LYNCH does not waive any rights he may have as a stockholder of UNITED.





Additionally,
      UNITED agrees to amend the Supplemental Executive Retirement Plan entered into
      with MR. LYNCH specifically to permit him to receive the early retirement
      benefits under said Plain in accordance with the Plain’s payment terms
      regardless of the fact that his Separation Date has occurred prior to him
      becoming sixty-two (62) years old.





MR.
      LYNCH ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO
      ANY
      AND ALL CLAIM(S) OF ANY TYPE THAT HE MAY NOW HAVE AGAINST UNITED BUT THAT IT
      DOES NOT RELEASE ANY CLAIMS THAT MAY ARISE AFTER THE DATE OF THIS
      AGREEMENT.




Similarly,
      UNITED, its past, present or future parent, affiliated, related and/or
      subsidiary entities and their predecessors and successors and assigns, and
      the
      past, present, or future directors, shareholders, officers, employees, agents,
      attorneys and representatives of such entities, do hereby forever release and
      discharge MR. LYNCH, his heirs, beneficiaries, devisees, executors,
      administrators, attorneys, personal representatives, and assigns from any and
      all claims, debts, demands, accounts, judgments, rights, causes of action,
      damages, costs, charges, complaints, obligations, promises, agreements,
      controversies, suits, expenses, compensation, responsibility and liability
      of
      every kind and character whatsoever (including attorneys’ fees and costs)
      (hereinafter collectively referred to as “claims”), whether in law or in equity
      and whether or not known, asserted, or suspected which UNITED has against MR.
      LYNCH from the beginning of time up to and including the date of the execution
      of this Agreement.






/s/
                    RBC
                
                /s/
                    DXFLRBC,
                    President
                DXFL
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SEPARATION
                AGREEMENT BETWEEN DONALD LYNCH AND UNITED
                BANK










SIXTH:
      NO LAWSUITS OR CLAIMS





MR.
      LYNCH
      waives the rights and claims set forth above, and he also agrees not to
      institute, or have instituted, a lawsuit against UNITED based on any such claims
      or rights.





MR.
      LYNCH
      specifically acknowledges that this waiver and release releases UNITED from
      liability for any alleged discrimination that could be the subject matter of
      any
      charge he may subsequently file with the Equal Employment Opportunity Commission
      or any other agency. MR. LYNCH further acknowledges and agrees that, with
      respect to the rights and claims he is waiving, he is waiving not only his
      right
      to recover in any action he might commence, but also his right to recover in
      any
      action brought on his behalf by any other party, including, but not limited
      to,
      the U.S. Equal Employment Opportunity Commission, or any other federal, state
      or
      local governmental agency or department.





SEVENTH:
      ADEQUATE CONSIDERATION





MR.
      LYNCH
      agrees that the Severance Pay, Benefits and Automobile set forth herein
      constitute adequate and ample consideration for the rights and claims he is
      waiving under this Separation Agreement.





MR.
      LYNCH
      further agrees that the Severance Pay described in Paragraph 2 shall be in
      lieu
      of any other compensation or benefits to which MR. LYNCH may be entitled or
      may
      claim to be entitled except as specified herein.





EIGHTH:
      NON-DISPARAGEMENT COVENANT




MR.
      LYNCH
      and UNITED agree that they will engage in no conduct which is either intended
      to
      or could reasonably be expected to harm each other in the operation of their
      business. Both parties agree they will not take any action, legal or otherwise,
      which might embarrass, harass, or adversely affect each other or which might
      in
      any way work to the detriment of each other, whether directly or indirectly.
      In
      particular and by way of illustration not limitation, each party agrees that
      it
      will not directly or indirectly contact customers or any entity that has a
      business relationship with the other, in order to disparage the good morale
      or
      business reputation or business practices of UNITED or any of its current and
      former officers, directors, managers or employees or MR. LYNCH.






/s/
                    RBC
                
                /s/
                    DXFLRBC,
                    President
                DXFL
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SEPARATION
                AGREEMENT BETWEEN DONALD LYNCH AND UNITED
                BANK







NINTH:
      CONFIDENTIALITY





MR.
      LYNCH
      understands and agrees that this Separation Agreement is a confidential
      document, as are all of the terms and conditions expressed herein. Accordingly,
      MR. LYNCH agrees that he will not disclose or discuss this Separation Agreement,
      or the circumstances related thereto, with any other person except for his
      spouse, attorney and/or accountant, pursuant to a court order, or if otherwise
      required by securities and exchange laws or other laws. In the event MR. LYNCH
      discusses this Separation Agreement with his spouse, attorney, and/or accountant
      or pursuant to a court order, it shall be MR. LYNCH’s duty, responsibility and
      obligation to advise those persons of the confidential nature of this Separation
      Agreement and to direct them not to discuss the terms and conditions of this
      Separation Agreement with any other person.





MR.
      LYNCH
      shall be fully and completely responsible for any breach of this confidentiality
      provision, whether it be his breach or a breach by his spouse, attorney, and/or
      accountant.





TENTH:
      CONSEQUENCES OF BREACH; PROCEDURES





In
      the
      event that either party institutes legal proceedings to enforce the terms of
      this Separation Agreement, it is specifically understood and agreed that such
      a
      claim shall be submitted to final and binding arbitration pursuant to the rules
      of the American Arbitration Association, and that except for any claims under
      the Age Discrimination in Employment Act, the prevailing party shall recover
      its
      costs and reasonable attorney’s fees incurred in such arbitration
      proceeding.





ELEVENTH:
      NON-ADMISSION OF LIABILITY





Each
      party acknowledges that the other is entering into this Separation Agreement
      voluntarily to end their relationship in a professional manner, and that in
      making this Separation Agreement, neither party admits that it has done anything
      wrong to the other.






/s/
                    RBC
                
                /s/
                    DXFLRBC,
                    President
                DXFL


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SEPARATION
                AGREEMENT BETWEEN DONALD LYNCH AND UNITED
                BANK





TWELVETH:
      MISCELLANEOUS





If
      any
      provision of this Separation Agreement, or any part of any provision of this
      Separation Agreement, is found to be invalid by a court of competent
      jurisdiction, such shall not affect the validity of any other provision, or
      part
      thereof, of this Separation Agreement. UNITED and MR. LYNCH agree that this
      Separation Agreement constitutes their entire final understanding and agreement
      with respect to the subject matter hereof and supersedes all prior or
      contemporaneous negotiations, promises, covenants, agreements, or
      representations concerning all matters directly, indirectly, or collaterally
      related to the subject matter of this Separation Agreement. MR. LYNCH and UNITED
      agree that this Separation Agreement cannot be amended or modified except by
      a
      writing executed by both of the parties hereto or their respective
      administrators, trustees, personal representatives, and successors. The parties
      further agree that this Separation Agreement is governed by the laws of the
      State of Massachusetts.





THIRTEENTH:
      ACKNOWLEDGEMENT





MR.
      LYNCH
      ACKNOWLEDGES THAT HE HAS CAREFULLY READ AND UNDERSTANDS THIS SEPARATION
      AGREEMENT AND AGREES THAT UNITED HAS NOT MADE ANY REPRESENTATIONS OTHER THAN
      THOSE CONTAINED HEREIN. MR. LYNCH ALSO ACKOWLEDGES THAT HE HAS BEEN ADVISED
      TO
      CONSULT WITH AN ATTORNEY OF HIS OWN CHOSING REGARDING THE TERMS OF THIS
      AGREEMENT; THAT HE HAS BEEN GIVEN TWENTY-ONE (21) DAYS TO CONSIDER THE TERMS
      OF
      THIS AGREEMENT, AND THAT IF SIGNS THIS AGREEMENT BEFORE THE TWENTY-ONE DAY
      PERIOD, HE DOES SO KNOWINGLY AND VOLUNTARILY. MR. LYNCH ALSO ACKNOWLEDGES THAT
      HE ENTERS INTO THIS SEPARATION AGREEMENT VOLUNTARILY, WITH FULL KNOWLEDGE OF
      ITS
      SIGNIFICANCE, AND WITHOUT PRESSURE OR COERCION. MR. LYNCH FURTHER ACKNOWLEDGES
      THAT HE HAS HAD SUFFICIENT TIME TO CONSIDER THIS AGREEMENT AND CONSULT WITH
      AN
      ATTORNEY OF HIS CHOOSING PRIOR TO EXECUTING THIS AGREEMENT.








/s/
                    RBC
                
                /s/
                    DXFLRBC,
                    President
                DXFL


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SEPARATION
                AGREEMENT BETWEEN DONALD LYNCH AND UNITED
                BANK





MR.
      LYNCH
      ALSO ACKNOWLEDGES THAT HE MAY REVOKE THE AGREEMENT WITHIN SEVEN DAYS FOLLOWING
      HIS SIGNATURE ON THIS AGREEMENT BY SENDING VIA CERTIFIED MAIL, RETURN RECEIPT
      REQUESTED WRITTEN NOTIFICATION OF SUCH REVOCATION TO RICHARD B. COLLINS,
      PRESIDENT, UNITED. THIS AGREEMENT BECOMES EFFECTIVE ON THE EIGHTH DAY AFTER
      MR.
      LYNCH SIGNS THE AGREEMENT (THE “EFFECTIVE DATE”). SAID REVOCATION IS NOT
      EFFECTIVE UNLESS IT IS RECEIVED BY MR.
      COLLINS DURING THE 7-DAY PERIOD.





IN
      WITNESS WHEREOF, UNITED and MR. LYNCH have executed this Separation Agreement
      and General Release.





**THIS
      AGREEMENT IS NOT EFFECTIVE UNLESS SIGNED AND DATED AFTER MR.**  **LYNCH’S
      FINAL DAY OF EMPLOYMENT WITH UNITED.**





UNITED
                BANKBy:
            /s/
                Richard B. Collins
            
            /s/
                Donald F. X. LynchRichard
                B. Collins, It’s President
            
            Donald
                F. X. LynchDated:
                May 5, 2006
            
            Dated:
                May 5, 2006Witness:
                /s/ Diane P. Wilson
            
            Witness:
                /s/ Diane P. Wilson






/s/
                    RBC
                
                /s/
                    DXFLRBC,
                    President
                DXFL
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