UNITED BANK
                            DIRECTOR RETIREMENT PLAN











            Amendment and Restatement Effective as of October 1, 2007















                           Approved by the Board of Directors November 15, 2007

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                                                                    UNITED BANK
                            DIRECTOR RETIREMENT PLAN

                                TABLE OF CONTENTS

ARTICLE I - GENERAL............................................................1

         1.1      Effective Date...............................................1
         1.2      Purpose......................................................1
         1.3.     Intent.......................................................1
ARTICLE II - DEFINITIONS AND USAGE.............................................2
         2.1      Definitions..................................................2
         2.2      Usage........................................................5
ARTICLE III - ELIGIBILITY AND PARTICIPATION....................................5
ARTICLE IV - PAYMENT OF BENEFITS...............................................6
         4.1      Normal Retirement Benefits............... ...................6
         4.2      Benefits Upon Separation from Service Prior to Normal
                  Retirement Date..............................................6
         4.3      Disability Benefit...........................................6
         4.4      Distribution Upon Change in Control..........................6
         4.5      Termination for Cause........................................6
ARTICLE V - PAYMENT OF BENEFITS ON OR AFTER DEATH..............................7
         5.1      Commencement of Benefit Payments.............................7
         5.2      Designation of Beneficiary...................................7
ARTICLE VI - ESTABLISHMENT OF TRUST; AUTOMATIC FUNDING UPON A
                  CHANGE IN CONTROL............................................7
ARTICLE VII - RIGHTS OF PARTICIPANTS; TERMINATION OR SUSPENSION UNDER
              FEDERAL LAW......................................................8
ARTICLE VIII - INTERPRETATION OF THE PLAN......................................8
ARTICLE IX - LEGAL FEES........................................................8
ARTICLE X - MISCELLANEOUS PROVISIONS...........................................8
         10.1     Amendment....................................................8
         10.2     Termination..................................................8
         10.3     No Assignment................................................9
         10.4     Incapacity...................................................9
         10.5     Successors and Assigns.......................................9
         10.6     Governing Law................................................9
         10.7     No Guarantee of Continued Service............................9
         10.8     Severability................................................10
         10.9     Notification of Addresses...................................10
         10.10    Payment of Code Section 409A Taxes..........................10
         10.11    Acceleration of Payments....................................10
         10.12    Interpretation of the Plan..................................10
Appendix A....................................................................13
Appendix B....................................................................14


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                                   UNITED BANK
                            DIRECTOR RETIREMENT PLAN
                            ------------------------

     WHEREAS,  United Bank (the "Bank") recognizes the unique  qualifications of
its non-employee  directors  ("Directors")  and the valuable  services that they
have provided to the Bank; and

     WHEREAS, in May 1999, the Bank, formerly known as United Co-operative Bank,
adopted  the  United   Co-operative   Bank  Directors  Fee   Continuation   Plan
("Predecessor  Plan")  for the  benefit  of its  Directors  in order to  provide
benefits to such person upon their  separation  from service due to  retirement,
death or disability; and

     WHEREAS,  the Board of Directors  ("Board")  wishes to better recognize the
unique contribution provided by each director; and

     WHEREAS,  the Board  believes  that the best way to achieve this goal is to
amend and restate the Predecessor Plan into the United Bank Director  Retirement
Plan (the "Plan"); and

     WHEREAS,  the Board also desires to conform the Plan to the requirements of
Section  409A of the  Internal  Revenue  Code  ("Code")  and the final  Treasury
regulations ("Treasury Regulations") issued thereunder.

     NOW  THEREFORE,  this Plan  shall now be  referred  to as the  United  Bank
Director Retirement Plan.

                               ARTICLE I - GENERAL

     1.1 Effective Date

     The initial  effective date for the United  Co-Operative Bank Directors Fee
Continuation  Plan  was  May,  1999.  This  Plan  supersedes  and  replaces  the
Predecessor Plan. This Plan is effective as of October 1, 2007 (the "Restatement
Effective  Date").  The rights of any person  whose  status as a Director of the
Bank  or its  affiliates,  if  any,  has  terminated  prior  to the  Restatement
Effective Date shall be determined pursuant to the Plan as in effect on the date
of  termination,  unless a  subsequently  adopted  provision of the Plan is made
specifically applicable to such person.

     1.2 Purpose

     The purpose of the Plan is to provide  retirement  income to a  Participant
for a designated period of time upon his Separation from Service from the Board.

     1.3. Intent

     This Plan is not intended to be an "employee  pension  benefit  plan" under
the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"),
as none of its  Participants  are employees of the Bank, or its affiliates.  The
Plan is not  intended to be a plan  described  in section  401(a) of the Code or
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section 3(2)(A) of ERISA. The obligation of the Bank to make payments under this
Plan  constitutes  nothing more than an unsecured  promise to make such payments
and any  property  of the Bank that may be set aside for the payment of benefits
under the Plan  shall,  in the event of the  Bank's  bankruptcy  or  insolvency,
remain  subject to the claims of the Bank's  creditors  until such  benefits are
distributed in accordance with Article IV or Article V herein.

                       ARTICLE II - DEFINITIONS AND USAGE

     2.1 Definitions

     Whenever  used in this  Plan,  the  following  words and  phrases  have the
meanings  set forth  below  unless the  context  clearly  requires  a  different
meaning:

     "Accrued Benefit" shall mean that portion of the Normal Retirement  Benefit
accrued for the benefit of a Director as of the measurement date.

     "Annual  Director's  Fees" shall mean retainer fees, board meeting fees and
all committee fees.

     "Average  Annual  Director's  Fees"  shall  mean the  average of the Annual
Director's Fees over the highest three years during a Director's  final 10 Years
of Service.

     "Bank" shall mean United Bank, and any successor thereto.

     "Beneficiary"  shall  mean the  person or persons  whom a  Participant  may
designate as the beneficiary of the Participant's Benefits payable under Article
V.  In  the  absence  of a  valid  beneficiary  designation  or in the  event  a
designated beneficiary predeceases the Participant,  a Participant's Beneficiary
shall be his estate.

     "Benefit" or  "Benefits"  shall mean,  collectively,  the benefits  payable
pursuant to Articles IV and V of the Plan.

     "Benefit  Percentage" shall be percentage of the Normal Retirement  Benefit
to which a Director is entitled if the Director  has a  Separation  from Service
prior to Normal Retirement Age. The Benefit Percentage shall be determined based
on the number of the  Participant's  full years of service on the Board (whether
before or after the Initial  Effective  Date,  but  disregarding  service on the
Board  as an  Inside-Director  if  covered  at that  time by a plan  for  Inside
Directors), and shall be determined according to the following schedule:

         Full Years of Service as
         a Non-Employee Director                              Percentage
         -----------------------                              ----------
                  1                                               10%
                  2                                               20%
                  3                                               30%
                  4                                               40%

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                  5                                               50%
                  6                                               60%
                  7                                               70%
                  8                                               80%
                  9                                               90%
                  10 or more                                     100%

Notwithstanding  the foregoing  schedule,  a Director's Benefit Percentage shall
accelerate to 100% upon (i) the Director's  Separation from Service on the Board
due to his death or Disability, or (ii) a Change in Control. A former Director's
benefit  Percentage  will not increase as a result of the occurrence of a Change
in Control.

     "Board" shall mean the Board of Directors of the Bank.

     "Change in Control"  shall mean (1) a change in ownership of the Company or
the Bank under paragraph (i) below, or (2) a change in effective  control of the
Company or the Bank under paragraph (ii) below, or (3) a change in the ownership
of a  substantial  portion  of the  assets  of the  Company  or the  Bank  under
paragraph (iii) below:

     (a) Change in the  ownership  of the  Company or the Bank.  A change in the
ownership  of the  Company  or the Bank  shall  occur  on the date  that any one
person,  or more  than one  person  acting as a group (as  defined  in  Treasury
Regulation  Section  1.409A-3(i)(5)(v)(B)),  acquires  ownership of stock of the
corporation that, together with stock held by such person or group,  constitutes
more than 50% of the total fair market  value or total voting power of the stock
of such corporation; or

     (b) Change in the effective control of the Company or the Bank. A change in
the  effective  control of the  Company or the Bank shall occur on the date that
either (i) any one person, or more than one person acting as a group (as defined
in Treasury Regulation Section 1.409A-3(i)(5)(vi)(D)), acquires (or has acquired
during the 12-month period ending on the date of the most recent  acquisition by
such person or persons) ownership of stock of the Company or the Bank possessing
30% or more of the total  voting  power of the stock of the Company or the Bank,
respectively;  or (ii) a majority of members of the Bank's board of Directors is
replaced during any 12-month  period by Directors whose  appointment or election
is not  endorsed  by a majority  of the  members of the  corporation's  board of
Directors prior to the date of the  appointment or election,  provided that this
sub-section  (ii)  is  inapplicable  to the  Bank  for  so  long  as a  majority
shareholder of the Bank is another corporation; or

     (c) Change in the  ownership of a  substantial  portion of the Company's or
the Bank's  assets.  A change in the ownership of a  substantial  portion of the
Company's or the Bank's  assets shall occur on the date that any one person,  or
more than one  person  acting  as a group (as  defined  in  Treasury  Regulation
Section  1.409A-3(i)(5)(vii)(C)),  acquires (or has acquired during the 12-month
period  ending  on the date of the most  recent  acquisition  by such  person or
persons) assets from the Bank that have a total gross fair market value equal to
or more than 40% of the total  gross fair  market  value of all of the assets of
the corporation immediately prior to such acquisition or acquisitions.  For this
purpose,  gross  fair  market  value  means  the  value  of  the  assets  of the

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corporation,  or the value of the assets being disposed of,  determined  without
regard to any  liabilities  associated  with such assets.  There is no Change in
Control event under this  paragraph  (iii) when there is a transfer to an entity
that  is  controlled  by  the  shareholders  of  the  transferring   corporation
immediately after the transfer;

     (d) For all purposes  hereunder,  the definition of Change in Control shall
be construed  to be  consistent  with the  requirements  of Treasury  Regulation
Section  1.409A-3(i)(5),  except to the extent modified herein.  Notwithstanding
anything  herein to the  contrary,  no Change in Control shall be deemed to have
occurred  due to the second step  conversion  of the Bank's  holding  company to
stock form.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time.

     "Committee"  means a  Committee  of the  Board  designated  by the Board to
administer the Plan. The Committee shall consist of three or more members of the
Board or, if no Committee is appointed, the full Board.

     "Company" shall mean the holding company of the Bank.

     "Disability" or "Disabled" shall mean the Director's inability to engage in
any  substantial  gainful  activity  by  reason  of any  medically  determinable
physical or mental  impairment which can be expected to result in death, or last
for a  continuous  period  of not less than 12 months or shall be deemed to have
occurred if a determination has been made by the Social Security Administration,
that Director is totally disabled.

     "Director" shall mean a member of the Board who is not also an employee.

     "Lump Sum" shall mean payment in a single sum equal to the Present Value of
the applicable benefit, otherwise paid in ten (10) equal annual payments.

     "Normal  Retirement Age" shall mean age seventy-two  (72) or age sixty-five
(65) with 10 Years of Service.

     "Normal  Retirement  Benefit" shall mean the benefit  payable to a Director
who has a Separation from Service on or after the Director's  Normal  Retirement
Age.  The Normal  Retirement  Benefit,  generally,  shall be equal to 70% of the
Average Annual Director's Fees,  provided,  however,  that the Normal Retirement
Benefit for a Director  shall  never be less than the  benefits  available  to a
Director under the Predecessor Plan assuming such Director had retired under the
Predecessor Plan after attaining age 72.

     "Normal   Retirement  Date"  shall  mean  May  1st  of  the  calendar  year
immediately  following the  expiration of the term during which the  Participant
attains Normal Retirement Age.

     "Participant" means a Director who has an Accrued Benefit under the Plan.

     "Plan" shall mean the United Bank Director Retirement Plan.
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     "Plan Year" means the period from April 1 to March 31.

     "Predecessor  Plan" shall mean the United  Co-operative Bank Director's Fee
Continuation Plan.

     "Present  Value"  shall  mean  the  present  value of a  stream  of  annual
payments, discounted at a 5% discount rate.

     "Restatement Effective Date" shall mean October 1, 2007.

     "Separation  from  Service"  shall  mean the  Director's  (i)  death,  (ii)
retirement  or  (iii)  termination  from  service  from  the  Board  of the Bank
following the Director's resignation or a failure to be reappointed or reelected
to the  Board.  For these  purposes,  a  Director  shall not be deemed to have a
Separation  from Service until the Director no longer serves on the Board of the
Bank,  the  Bank's  holding  company,  or any  member of a  controlled  group of
corporations  with the Bank or holding  company  within the  meaning of Treasury
Regulation  ss.1.409A-1(a)(3).  Whether a  Director  has had a  Separation  from
Service  shall be determined in  accordance  with the  requirements  of Treasury
Regulation 1.409A-1(h).

     "Termination for Cause" shall mean a Director's termination from service on
the Board  due to the  Director's  personal  dishonesty,  incompetence,  willful
misconduct,  any breach of fiduciary duty involving personal profit, intentional
failure to  perform  stated  duties,  willful  violation  of any law,  rule,  or
regulation  (other than minor traffic  violations or similar  offenses) or final
cease-and-desist order. In determining incompetence, the acts or omissions shall
be measured against standards generally  prevailing in the savings  institutions
industry.  For purposes of this paragraph,  no act or failure to act on the part
of the Director  shall be  considered  "willful"  unless done,  or omitted to be
done,  by a  Director  not in good  faith and  without  reasonable  belief  that
Director's action or omission was in the best interest of the Bank.

     "Years of Service"  shall mean service as a Director for all or part of any
calendar year.

     2.2 Usage.

     Except where otherwise indicated by the context, any masculine  terminology
used herein shall also include the feminine and vice versa,  and the  definition
of any term herein in the singular shall also include the plural and vice versa.

                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

     Those Directors who are members of the Board on the  Restatement  Effective
Date  shall  participate  in the  Plan  from  the  Restatement  Effective  Date.
Additional  Directors shall commence  participation  in the Plan as of the first
day of the Plan Year in which they become members of the Board. A Director shall
cease to be a Participant  when the Director  resigns or is terminated  from the
Board and: (1) no portion of the Director's  Accrued  Benefit is vested;  or (2)
the Director's Benefit is distributed to him or her.

                                       5
<PAGE>


                        ARTICLE IV - PAYMENT OF BENEFITS

     4.1 Normal Retirement Benefits

     In the event that a Participant  has a Separation  from Service on or after
Normal  Retirement  Age,  the  Participant  shall  be  entitled  to  the  Normal
Retirement Benefit.  The Normal Retirement Benefit shall be payable in ten equal
annual  installments  commencing  within  sixty  (60)  days  after a  Director's
Separation from Service.  In the event of the death of the Director prior to the
payment of all  amounts due and owing  hereunder,  remaining  Benefits,  if any,
shall be  payable as set forth in Article  V.  Notwithstanding  anything  to the
contrary  herein,  a Director  may make an  election,  on the form  attached  at
Appendix A hereto, to receive the Director's  Normal  Retirement  Benefit in the
form of a Lump Sum,  provided  that such  election is made prior to December 31,
2007, or if later, within 30 days of initial participation in the Plan.

     4.2 Benefits Upon Separation from Service Prior to Normal Retirement Date

     In the event that a Participant  has a Separation from Service prior to the
Participant's  Normal  Retirement Date (other than due to Termination for Cause,
Disability or death),  the Participant shall be entitled to a Benefit determined
by multiplying the Normal  Retirement  Benefit by the Benefit  Percentage.  Such
Benefit  shall be  payable  in ten equal  annual  installments  to the  Director
commencing   within  sixty  (60)  days  after  the  Director   attains  age  65.
Notwithstanding  anything  to the  contrary  herein,  a  Director  may  make  an
election,  on the form attached at Appendix A hereto,  to receive the Director's
Benefit  in the form of a Lump Sum,  payable  within  sixty  (60) days after the
Director  attains age 65,  provided that such election is made prior to December
31, 2007, or if later, within 30 days of initial participation in the Plan.

     4.3 Disability Benefit

     In the event a Director  becomes  Disabled while serving on the Board,  the
Director shall be entitled to a Disability Benefit. The Disability Benefit shall
be payable in lieu of any other benefit under this Plan. The Disability  Benefit
shall be paid in a Lump Sum  within  sixty (60) days  after a  determination  of
Disability  has been made and shall be equal to the Present  Value of 70% of the
Director's  Average  Annual  Director's  Fees,  determined  at the  time  of the
Director's Disability, otherwise payable in 10 equal annual installments.


     4.4 Distribution Upon Change in Control

     Upon a Change  in  Control,  the  Present  Value of the  Normal  Retirement
Benefit  shall be paid to each Director in a Lump Sum within thirty (30) days of
the  occurrence of the Change in Control,  irrespective  of whether the Director
has a Separation from Service.

     4.5 Termination for Cause

     In the event a Director has a  Termination  for Cause,  the Director  shall
forfeit all rights to Benefits under this Plan.

                                       6
<PAGE>


                ARTICLE V - PAYMENT OF BENEFITS ON OR AFTER DEATH

     5.1 Benefit Payable on Death of Director.

     (a) Director Dies While In Service.  If a Participant  dies while  actively
serving on the Board, the Director's Beneficiary shall be entitled to the Normal
Retirement  Benefit  otherwise  payable to the Director,  as if the Director had
survived  until  Normal   Retirement  Age,  provided  that  the  Average  Annual
Director's  Fees shall be  determined  as of the  Directors  date of death.  The
Benefit  payable  hereunder  shall  commence  within  sixty  (60)  days  of  the
Director's  death and shall be payable in the form  selected by the Director for
the payment of the Director's Normal Retirement Benefit.

     (b) Director Dies After  Separation from Service.  If a Director dies after
Separation  from Service but before payments of his Benefits under the Plan have
commenced, or after payments have commenced, but before they are completely paid
to the Director, the Director's Beneficiary shall be entitled to the Benefit, or
remaining Benefit,  otherwise payable to the Director, in the form and that such
Benefit, or remaining Benefit, would have been paid to the Director.

     5.2 Designation of Beneficiary.

     A Participant  may, by delivering a written  instrument to the Committee in
the form  attached  hereto as  Appendix  B,  designate  one or more  primary and
contingent  Beneficiaries  to  receive  his  Benefit  that may be payable to the
Participant  hereunder following the Participant's  death, and may designate the
proportions  in  which  such  beneficiaries  are to  receive  such  payments.  A
Participant may change such designations from time to time, and the last written
designation  filed with the  Committee  prior to the  Participant's  death shall
control.  If a Participant fails to specifically  designate a beneficiary or, if
no designated beneficiary survives the Participant, payment shall be made in the
following order of priority:

     (a) to the Participant's surviving spouse; or if none,

     (b) to the Participant's children, per stirpes; or if none,

     (c) to the Participant's estate.

                      ARTICLE VI - ESTABLISHMENT OF TRUST;
                   AUTOMATIC FUNDING UPON A CHANGE IN CONTROL

     The Bank may  establish a Trust into which it may  contribute  assets which
may be held  subject to the claims of the Bank's  creditors  in the event of the
Bank's "Insolvency" as defined in the Trust. In addition, prior to any Change in
Control  the Bank  shall  establish  the  Trust  (if it has not been  previously
established),  and shall  contribute to the Trust an amount that is projected to
be sufficient to enable the Trust to pay all Benefits that could become  payable
under  the  Plan.  In the  event of a Change  in  Control,  the  Trust  shall be
irrevocable until all benefits have been paid to all Participants.

                                       7

<PAGE>


              ARTICLE VII - RIGHTS OF PARTICIPANTS; TERMINATION OR
                          SUSPENSION UNDER FEDERAL LAW

     The rights of  Participants  and of their  Beneficiaries  (if any) shall be
solely  those of  unsecured  creditors  of the Bank.  In the event that the Bank
shall establish a Trust, assets of the Bank may be held by the Trust, subject to
claims  by  general  creditors  of the Bank by  appropriate  judicial  action as
provided by such Trust.

     The amount  payable  hereunder  shall be  reduced  to the extent  that such
reduction is necessary to avoid  subjecting  the Bank to a loss of tax deduction
under Code section 280G. Any payments made to Director  pursuant to this Plan or
otherwise are subject to and  conditioned  upon  compliance  with 12 U.S.C.  ss.
1828(k) or any regulations promulgated thereunder.

                    ARTICLE VIII - INTERPRETATION OF THE PLAN

     The  Committee  shall  have sole and  absolute  discretion  to  administer,
construe,  and interpret the Plan,  and the decisions of the Committee  shall be
conclusive  and binding on all  affected  parties  (unless  such  decisions  are
arbitrary and capricious).

                             ARTICLE IX - LEGAL FEES

     All  reasonable  legal fees paid or incurred by a Director  pursuant to any
dispute or  question  of  interpretation  relating to this Plan shall be paid or
reimbursed by the Bank if the Director is successful on the merits pursuant to a
legal judgment,  arbitration or settlement.  Such  reimbursements  to a Director
shall be paid  within 10 days of the  Director  furnishing  to the Bank  written
evidence,  which may be in the form, among other things, of a cancelled check or
receipt, of any costs or expenses incurred by the Director.

                      ARTICLE X - MISCELLANEOUS PROVISIONS

     10.1 Amendment

     This Plan may be amended or modified at any time, provided,  however,  that
no such  amendment  may  serve to  reduce  the  vested  Accrued  Benefit  of any
Director, and provided further, that no amendment or modification shall be valid
if it violates Code Section 409A, as in effect at the time of such  amendment or
modification.

     10.2 Termination

     Subject to the  requirements of Code Section 409A, in the event of complete
termination  of the Plan, the Plan shall cease to operate and the Bank shall pay
out to Participant his benefit as if Participant had terminated employment as of
the effective date of the complete termination. Such complete termination of the
Plan shall occur only under the following circumstances and conditions:

     (a) The  Board may  terminate  the Plan  within  12  months of a  corporate
dissolution taxed under Code Section 331, or with approval of a bankruptcy court
pursuant to 11 U.S.C. ss.503(b)(1)(A),  provided that the amounts deferred under
the Plan (e.g.,  the Accrued Annuity  Benefit) are included in Director's  gross

                                       8
<PAGE>

income in the latest of (i) the calendar year in which the Plan terminates; (ii)
the calendar year in which the amount is no longer subject to a substantial risk
of  forfeiture;  or (iii)  the  first  calendar  year in which  the  payment  is
administratively practicable.

     (b) The Board may  terminate  the Plan by Board  action taken within the 30
days  preceding a Change in Control  (but not  following  a Change in  Control),
provided that the Plan shall only be treated as terminated if all  substantially
similar  arrangements  sponsored by the Bank are terminated so that Director and
all  participants  under  substantially  similar  arrangements  are  required to
receive all amounts of compensation  deferred under the terminated  arrangements
within 12 months of the date of the termination of the  arrangements.  Following
the  termination of the Plan, the amount payable to Director shall be the amount
to  which  Director  is  entitled  upon a Change  in  Control,  as set  forth in
Director's Participation Agreement.


     10.3 No Assignment

     The  Participant  shall not have the  power to  pledge,  transfer,  assign,
anticipate, mortgage or otherwise encumber or dispose of in advance any interest
in amounts  payable  under the Plan or any of the  payments  provided for in the
Plan,  nor shall any interest in amounts  payable or in any  payments  under the
Plan be subject to seizure  for  payments  of any debts,  judgments,  alimony or
separate  maintenance,  or be reached or  transferred by operation of law in the
event of bankruptcy, insolvency or otherwise.

     10.4 Incapacity

     If any person to whom a benefit  is payable  under the Plan is an infant or
if the Administrator  determines that any person to whom such benefit is payable
is  incompetent  by reason of physical or mental  disability,  the Committee may
cause the payments  becoming due to such person to be made to another person for
his benefit.  Payments made pursuant to this Section shall,  as to such payment,
operate as a complete discharge of the Plan, the Bank, and the Committee.

     10.5 Successors and Assigns

     The provisions of the Plan are binding upon and inure to the benefit of the
Bank,  its  respective   successors  and  assigns,  and  the  Participant,   his
beneficiaries, heirs, legal representatives and assigns.

     10.6 Governing Law

     The Plan shall be subject to and construed in  accordance  with the laws of
the  Commonwealth of  Massachusetts,  to the extent not superseded by applicable
Federal law.

     10.7 No Guarantee of Continued Service

     Nothing  contained in the Plan shall be  construed to give any  Participant
the right to be  retained on the Board,  or any equity or other  interest in the
assets, business or affairs of the Bank.

9
<PAGE>

     10.8 Severability

     If any  provision  of the Plan shall be held  illegal  or  invalid  for any
reason, such illegality or invalidity shall not affect the remaining  provisions
of the Plan,  but the Plan shall be construed and enforced as if such illegal or
invalid provision had never been included.

     10.9 Notification of Addresses

     Each Participant and each beneficiary  shall file with the Committee,  from
time to time, in writing,  the post office address of the Participant,  the post
office address of each beneficiary,  and each change of post office address. Any
communication,  statement or notice  addressed  to the last post office  address
filed with the  Committee  (or if no such address was filed with the  Committee,
then to the last post office address of the  Participant or beneficiary as shown
on the Bank's records) shall be binding on the Participant and each  beneficiary
for all  purposes of the Plan and neither  the  Committee  nor the Bank shall be
obligated to search for or  ascertain  the  whereabouts  of any  Participant  or
beneficiary.

     10.10 Payment of Code Section 409A Taxes

     Any  distribution  under  this Plan  shall be  reduced by the amount of any
taxes required to be withheld from such distribution. This Plan shall permit the
acceleration  of the time or  schedule  of a payment  to pay any taxes  that may
become due at any time that the  arrangement  fails to meet the  requirements of
Code Section 409A and the regulations and other guidance promulgated thereunder.
In the latter case,  such  payments  shall not exceed the amount  required to be
included in income as the result of the failure to comply with the  requirements
of Code Section 409A.

     10.11 Acceleration of Payments

     Except as specifically  permitted herein or in other sections of this Plan,
no  acceleration  of the time or schedule of any payment may be made  hereunder.
Notwithstanding  the  foregoing,  payments may be  accelerated  hereunder by the
Bank,  in  accordance  with  the  provisions  of  Treasury   Regulation  Section
1.409A-3(j)(4) and any subsequent  guidance issued by the United States Treasury
Department.  Accordingly,  payments  may  be  accelerated,  in  accordance  with
requirements and conditions of the Treasury Regulations (or subsequent guidance)
in the following  circumstances:  (i) as a result of certain domestic  relations
orders;  (ii) in compliance with ethics agreements with the Federal  government;
(iii) in  compliance  with ethics laws or  conflicts of interest  laws;  (iv) in
limited   cash-outs  (but  not  in  excess  of  the  limit  under  Code  Section
402(g)(1)(B));   (v)  in  the  case  of   certain   distributions   to  avoid  a
non-allocation  year under Code Section 409(p); (vi) to apply certain offsets in
satisfaction of a debt of the Participant to the Bank;  (vii) in satisfaction of
certain bona fide disputes  between the  Participant and the Bank; or (viii) for
any other purpose set forth in the Treasury Regulations and subsequent guidance.

     10.12 Interpretation of the Plan

     In the event that any of the  provisions of this Plan or portion hereof are
held to be inoperative or invalid by any court of competent jurisdiction,  or in
the event that any  provision  is found to violate  Code  Section 409A and would
subject the Participant to additional taxes and interest on the amounts deferred
hereunder, or in the event that any legislation adopted by any governmental body

                                       10
<PAGE>

having  jurisdiction over the Bank would be retroactively  applied to invalidate
this Plan or any provision hereof or cause the benefits hereunder to be taxable,
then:  (1)  insofar  as is  reasonable,  effect  will  be  given  to the  intent
manifested in the provisions held invalid or  inoperative,  and (2) the validity
and enforceability of the remaining  provisions will not be affected thereby. In
the event  that the intent of any  provision  shall  need to be  construed  in a
manner to avoid taxability, such construction shall be made by the Administrator
in a manner that would manifest,  to the maximum extent  possible,  the original
meaning of such provisions.

                            [Signature Page Follows]
                                       11
<PAGE>



     IN WITNESS WHEREOF,  the Bank has caused this Plan to be executed this 15th
day of November, 2007, by its duly authorized officers.

ATTEST:                                          UNITED BANK



By:                                              By:
   -----------------------------------              ----------------------------

Title: Secretary                                 Title:
                                                       -------------------------

                                      12








<PAGE>


                                   UNITED BANK
                            DIRECTOR RETIREMENT PLAN


                                   Appendix A

                            FORM OF PAYMENT ELECTION

To:      Administrator, United Bank Director Retirement Plan
         95 Elm Street
         West Springfield, Massachusetts   01089

The undersigned  Participant in the United Bank Director  Retirement Plan hereby
elects  payment  of the  Benefit  payable  under  Sections  4.1  (due to  Normal
Retirement) in the following optional form:

_________        Lump Sum      OR

_________        Annual Installments over 10 Years

The undersigned  Participant in the United Bank Director  Retirement Plan hereby
elects payment of the Benefit payable under Sections 4.2 (due to Separation from
Service Prior to Normal Retirement Date) in the following optional form:

_________         Lump Sum      OR

_________         Annual Installments over 10 Years



Dated at West Springfield, Massachusetts, this______day of_______________, 2007

                                              PARTICIPANT



                                              --------------------------
                                              Print Name

Received on behalf of the Administrator this:

______day of____________, 2007

By     _________________________

                                       13

<PAGE>


                                   UNITED BANK
                            DIRECTOR RETIREMENT PLAN

                                   Appendix B

                           DESIGNATION OF BENEFICIARY


     AGREEMENT,  made  this  ______  day of  __________,  200_,  by and  between
______________ (the "Participant"), and United Bank (the "Bank").

     WHEREAS, the Bank has established that United Bank Director Retirement Plan
(the "Plan"), and the Participant is eligible to make a beneficiary  designation
with respect to any survivorship  benefits that may become payable under Article
V of said Plan;

     NOW THEREFORE, it is mutually agreed as follows:

1.   Primary Beneficiary designation.


    --------------------------------- ------------------------- ----------------
     Name of                                                      Percentage of
     Primary Beneficiary               Mailing Address            Death  Benefit
     -------------------------------- ------------------------- ---------------
                                                                          %
     -------------------------------- ------------------------- ---------------
                                                                          %
     -------------------------------- ------------------------- ---------------


2.   Contingent  Beneficiary.  In the  event  that the  primary  beneficiary  or
     beneficiaries  named above are not living at the time of the  Participant's
     death, the participant hereby designates the following  person(s) to be his
     or her contingent beneficiary for purposes of the Plan:

    --------------------------------- ------------------------- ----------------
     Name of                                                      Percentage of
     Contingent Beneficiary            Mailing Address            Death  Benefit
     -------------------------------- ------------------------- ---------------
                                                                          %
     -------------------------------- ------------------------- ---------------
                                                                          %
     -------------------------------- ------------------------- ---------------

3.   Effect of Election.  The elections made hereunder shall be revocable during
     the  Participant's  lifetime,   shall  automatically  supersede  any  prior
     elections  made with  respect  to Article V of the Plan,  and shall  become
     irrevocable upon the Participant's death.

4.   Bank's  Commitment.  The Bank agrees to make  payment of the amount due the
     Participant in accordance with the terms of the Plan and the elections made
     by the Participant herein.

                                       14

<PAGE>




United Bank Director Retirement Plan
Appendix B
Designation of Beneficiary




     IN WITNESS  WHEREOF,  the parties hereto have hereunder set their hands the
day and year first above-written.


Witnessed by:                               PARTICIPANT




-------------------------------           -------------------------------------
Print Name: ___________________           Print Name



Witnessed by:                                BANK

                                             UNITED BANK




_______________________________           By: ________________________________
Print Name: _____________________         Title: _______________________________