UNITED BANK
                      SPLIT DOLLAR LIFE INSURANCE AGREEMENT



     This Split Dollar  Agreement  ("Agreement")  is entered into by United Bank
("Bank") and John J.  Patterson  ("Insured")  on December 20, 2007  ("Effective
Date")  with  respect  to certain  life  insurance  policies  (the  "Policy"  or
"Policies") issued by a duly licensed life insurance company (the "Insurer") set
forth on  Schedule  A hereto.  Insured  is the  Senior  Vice  President  of Risk
Managment of the Bank. The respective  rights and duties of the Bank and Insured
in the Policy  are set forth  herein and on  Schedule  A attached  hereto.  This
Agreement is intended to be a non-equity,  endorsement  split dollar  agreement,
such that it is not treated as a  impermissible  personal  loan from the Bank to
the Insured under Section 402 of the  Sarbanes-Oxley Act of 2002. This Agreement
shall continue in existence only for so long as the Insured remains  employed by
the Bank and shall  terminate on the  termination  of the  Insured's  employment
(other than due to the Insured's death).

     1. Policy Title and Ownership; Endorsement.
        ---------------------------------------

     (a) Policy title and ownership shall reside in the Bank for its use and for
the use of the Insured, all in accordance with this Agreement. Such Policy shall
be treated as "bank owned life  insurance"  ("BOLI")  and is held subject to the
provisions  and  limitations  set  forth  in the  Interagency  Statement  on the
Purchase and Risk  Management of Life Insurance (OCC 2004-56).  The Bank may, to
the extent of its  interest,  exercise  the right to borrow or  withdraw  on the
Policy  cash  values.  Where the Bank and the  Insured  (or  assignee,  with the
consent of the  Insured)  mutually  agree to exercise  the right to increase the
coverage under the Policy, then, in such event, the rights,  duties and benefits
of the parties to such  increased  coverage  shall continue to be subject to the
terms of this Agreement.

     (b) An  endorsement  on the form  provided by the Insurer must be completed
and filed with the Insurer for each Policy  identified on Schedule A in order to
implement the rights and obligations  set forth in this  Agreement.  The parties
agree that the  Policy  shall be  subject  to the terms and  conditions  of this
Agreement and of the endorsement filed with the Insurer.

     (c) The Bank agrees that, except as otherwise provided herein, it shall not
sell,  assign,  transfer,   surrender  or  cancel  the  policy,  or  change  the
beneficiary designation without the express written consent of the Employee.

     2. Beneficiary Designation Rights. The Insured (or assignee) shall have the
right and power to  designate  a  beneficiary  or  beneficiaries  to receive the
Insured's  share of the Policy  proceeds  payable upon the death of the Insured,
subject to any right or interest the Bank may have in such proceeds, as provided
in this  Agreement.  The Bank shall not terminate,  alter or amend the Insured's
beneficiary  designations  without the written consent of the Insured.  The Bank

<PAGE>

shall be the  beneficiary of any proceeds  remaining  under the Policy after the
payment required under this Agreement has been made to the Insured's  designated
beneficiary.

     3.  Premium  Payment.  The Bank  shall pay an amount  equal to the  planned
premiums and any other premium  payments that might become necessary to keep the
Policy in force. Notwithstanding the foregoing, the Bank shall have the absolute
and sole right to terminate  and  surrender  any or all of the Policies that are
subject  to this  Agreement  and  substitute  another  insurance  policy  with a
comparable death benefit.

     4. Taxable Benefit.  Annually, the Insured will recognize a taxable benefit
equal to the assumed cost of insurance  required by the Internal Revenue Service
("IRS"),  as determined from time to time. The Bank (or its administrator)  will
timely report to the Insured the amount of such imputed  income each year on IRS
Form W-2 or its equivalent.  The Bank and the Insured intend that this Agreement
will be subject to taxation  under the  "economic  benefit  regime" set forth in
Treasury  Regulations  section  1.61-22(d),  such that the  Insured  shall  have
taxable income equal to the annual cost of the current life  insurance  coverage
provided under the Policy.

     5. Division of Death Proceeds. Upon the death of the Insured while employed
by the Bank, the Bank shall cooperate with the Insured's designated  beneficiary
to take whatever action is necessary to collect the death benefit provided under
the  Policy.  Subject  to  Sections  6 and 8 below,  the  division  of the death
proceeds  of the Policy  shall be as  follows:  the  Insured's  beneficiary(ies)
designated  in  accordance  with Section 2 shall be entitled to payment from the
Policy proceeds directly from the Insurer of an amount equal to the lesser of:

        (i)  Two Hundred Fifty Thousand Dollars ($250,000.00); or

        (ii) The Net Death  Benefit.  The "Net Death Benefit" shall be the death
benefit  payable  under  the  terms of the  Policy or  Policies  reduced  by the
aggregate premiums paid by the Company.

     6. Ownership of the Cash Surrender Value of the Policies.
        -----------------------------------------------------

     (a) The Bank shall at all times be entitled to one hundred  percent  (100%)
of the Policy's cash value, as that term is defined in the Policy contract, less
any policy loans and unpaid interest or cash withdrawals  previously incurred by
the Bank.  Such cash value shall be  determined  as of the date of  surrender or
death, as the case may be.

     (b) The Bank may  pledge or assign  the  Policy,  subject  to the terms and
conditions of this Agreement,  for the sole purposes of securing a loan from the
Insurer. The amount of such loan, including accumulated interest thereon,  shall
not exceed the lesser or (i) the amount of the  premiums  on the Policy  paid by
the Bank,  or (ii) the cash  surrender  value of the Policy  (as  defined in the
Policy). Interest charges on such loan shall be paid by the Bank.

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<PAGE>
        7. Rights of Insured or Assignees. The Insured may not, without the
     written consent of the Bank, assign to any individual, trust or other
organization, any right, title or interest in the subject Policy nor any rights,
options, privileges or duties created under this Agreement.

     8. Termination of Agreement.
        ------------------------

     (a) This  Agreement  shall  terminate upon the occurrence of any one of the
following:

        (1) The Insured's termination of employment for any reason; or

        (2) Surrender, lapse or other termination of the Policy by the Bank. The
Policy  (and all  rights  of the  Insured  and his  beneficiary(ies))  will also
terminate if any regulatory  agency requires the Bank to sever its  relationship
with the Insured,  if the Bank is subjected to banking  regulatory  restrictions
limiting  its  ability  to pay  such  compensation  to  the  Insured,  upon  the
occurrence of the  bankruptcy,  insolvency,  receivership  or dissolution of the
Bank, or as may otherwise be determined by the Bank in good faith.

     (b) Upon such  termination,  the Insured (or  assignee)  shall have a sixty
(60) day option to receive from the Bank an absolute assignment of the Policy in
consideration  of a cash payment to the Bank,  whereupon  this  Agreement  shall
terminate.  Such cash  payment  shall  equal the cash value of the Policy on the
date of such assignment.  The Insured expressly agrees that this Agreement shall
constitute  sufficient  written notice to the Insured of the Insured's option to
receive an absolute assignment of the policy as set forth herein.

     (c) Except as noted in subsections (a) and (b) above,  this Agreement shall
terminate upon  distribution  of the death benefit  proceeds in accordance  with
Section 5.

     9. Amendment and  Revocation.  The Insured and the Bank agree that,  during
the Insured's lifetime,  this Agreement may be amended or revoked at any time or
times, in whole or in part, by the mutual written consent of the Insured and the
Bank.

     10. ERISA Provisions.
         ----------------

     To the extent this Agreement is treated as a "welfare  benefit plan" within
the meaning of Section 3(1) of the Employee  Retirement  Income  Security Act of
1974, as amended ("ERISA"), the following provisions shall apply.

     (a) The Bank shall be the named  fiduciary for purposes of ERISA under this
Agreement.  Accordingly, the Bank shall have authority to control and manage the
operation and administration of this Agreement, including the right to interpret
any provision of this Agreement, and such interpretation shall be binding on all
parties.

     (b) All  premiums  paid with respect to the Policy shall be remitted to the
Insurer when due in accordance with the Agreement.

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<PAGE>

     (c) Benefits  under this  Agreement  shall be paid directly by the Insurer,
with those  benefits  in turn being based on the payment of premiums as provided
in this Agreement.

     (d) For  purposes of handling  claims with respect to this  Agreement,  the
"Claims  Reviewer"  shall be the Bank,  unless another person or  organizational
unit is designated by the Bank as Claims Reviewer.

     (e) An initial claim for benefits  under this Agreement must be made by the
Insured or his  beneficiary  in  accordance  with the terms of the  Agreement or
policy  through  which the benefits are  provided.  Not later than 30 days after
receipt of such claim, the Claims Reviewer shall provide its written decision on
the claim to the claimant, unless special circumstances require the extension of
such 30-day period.  If such extension is necessary,  the Claims  Reviewer shall
provide the Insured or the Insured's  beneficiary  with written  notification of
such extension before the expiration of the initial 30-day period.

     (f) In the event the Claims  Reviewer denies the claim of an Insured or the
Insured's  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 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.

     (g)  Should  the  claimant  be  dissatisfied  with  the  Claims  Reviewer's
disposition  of the claim,  the  claimant may have a full and fair review of the
denied  claim  by the Bank  upon  written  request  therefore  submitted  by the
claimant or the claimant's  duly authorized  representative  and received by the
Bank within 30 days after the claimant  receives written  notification  that the
claim has been  denied.  In  connection  with such  appeal,  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 Bank
shall act to deny or accept the appealed  claim within 30 days after  receipt of
the claimant's written request for review unless special  circumstances  require
the extension of such 30-day period.  If such  extension is necessary,  the Bank
shall provide the claimant with written  notification  of such extension  before
the expiration of such initial 30-day period. In all events,  the Bank 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 Bank 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.

     (h) In no event may a  claimant  commence  legal  action for  benefits  the
claimant  believes are due to the claimant  until the claimant has exhausted all
of the remedies and procedures set forth in this Section and under ERISA.

     (i) Any dispute or  controversy  arising under or in  connection  with this
Agreement  which cannot be settled in the manner set forth above in sub-sections
(e) through (g) hereof, shall be settled exclusively by binding arbitration,  as

                                       4
<PAGE>
an alternative to civil litigation and without any trial by jury to resolve such
claims,  conducted by a single arbitrator,  mutually  acceptable to the Bank and
Insured or the  Insured's  beneficiary,  sitting in a location  selected by Bank
within fifty (50) miles from the main office of the Bank, in accordance with the
rules  of  the  American  Arbitration   Association's  National  Rules  for  the
Resolution of Employment  Disputes  ("National Rules") then in effect.  Judgment
may be entered on the arbitrator's award in any court having jurisdiction.

     11. Miscellaneous.
         -------------

     (a) Binding  Agreement.  The Insured and the Bank agree that this Agreement
shall be  binding  on their  heirs,  successors,  personal  representatives  and
assigns.

     (b) Insurance Company Not a Party to this Agreement.  The Insurer shall not
be deemed a party to this Agreement, but will respect the rights of the Bank and
the Insured  hereunder by receiving an executed copy of this Agreement.  Payment
or other  performance  in  accordance  with the Policy  provisions  shall  fully
discharge the Insurer from any and all liability.

     (c) Severability. If a provision of this Agreement is held to be invalid or
unenforceable,   the  remaining  provisions  shall  nonetheless  be  enforceable
according to their terms.

     (d)  Governing  Law.  This  Agreement  shall be governed by the laws of the
Commonwealth  of  Massachusetts,  to the extent not  pre-empted  by federal law,
without regard to conflict of law provisions.

     (e)  Notices.  Any notice,  consent or demand  required or  permitted to be
given hereunder shall be in writing and shall be signed by the party giving such
notice,  consent or  demand.  If such  notice,  consent or demand is mailed to a
party  hereto,  it shall be sent by United  States  certified  mail or reputable
overnight  delivery  service to such party's last known  address as shown on the
Bank's  records.  The date of the mailing  shall be deemed to be the date of the
notice.

                            [Signatures on next page]

                                       5

<PAGE>



     IN WITNESS  WHEREOF,  the Bank and the Insured have executed this Agreement
as of the date first set forth above.


                                            UNITED BANK



Decembr 20, 2007                            By: /s/ Richard B. Collins
--------------------                            -------------------------
Date

                                            INSURED


December 20, 2007                           /s/ John J. Patterson
--------------------                        -----------------------------
Date                                        John J. Patterson

                                       6

<PAGE>


                                   UNITED BANK
                      SPLIT DOLLAR LIFE INSURANCE AGREEMENT

                                   SCHEDULE A
                                   ----------
<TABLE>
<CAPTION>

-------------------- --------------- ------------ ------------------------ ------------------ ---------------
                                                                            Maximum Policy
      Insurer        Policy Number   Issue Date         Face Amount        Proceeds Payable     Effective
                                                                              to Insured      Date of Limit
-------------------- --------------- ------------ ------------------------ ------------------ ---------------
<S>                  <C>             <C>          <C>                      <C>
Security   Life  of  1544231         1/3/1996     $238,235                 $250,000
Denver
-------------------- --------------- ------------ ------------------------ ------------------ ---------------


-------------------- --------------- ------------ ------------------------ ------------------ ---------------


-------------------- --------------- ------------ ------------------------ ------------------ ---------------
</TABLE>
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