MAYFLOWER CO-OPERATIVE BANK DEFERRED COMPENSATION PLAN

Exhibit 10.1

MAYFLOWER CO-OPERATIVE BANK

DEFERRED COMPENSATION PLAN

The Board of Directors of Mayflower Co-operative Bank (“Bank”) has adopted this Deferred Compensation Plan, effective February 12, 1998, in order to recognize the contributions of its directors and select executive officers of the Bank to the growth, success and profitability of the Bank, as well as to encourage the continued contributions of the directors and executive officers to the Bank’s long-term financial success through a performance-based plan.

This document (the “409A Program”) amends and restates the Plan effective as of January 1, 2005, and it sets forth the terms of the Plan that are applicable to Deferrals subject to Section 409A of the Code, i.e., deferrals and Bank Credits (and earnings thereon) credited after December 31, 2004.

Other deferrals under the Plan shall be governed by a separate document that sets forth the pre-Section 409A terms of the Plan (the “Pre-409A Program”). Together, this document and the document for the Pre-409A Program describe the terms of a single plan. However, amounts subject to the terms of this 409A Program and amounts subject to the terms of the Pre-409A Program shall be tracked separately at all times. The preservation of the terms of the Pre-409A Program, without material modification, and the separation between the 409A Program amounts and the Pre-409A Program amounts are intended to permit the Pre-409A Program to remain exempt from Section 409A, and the administration of the Plan shall be consistent with this intent.

ARTICLE I

Definitions

The following words and phrases, when used in the Plan with an initial capital letter, shall have the meanings set forth below unless the context clearly indicates otherwise.

1.1 “Account” shall mean a bookkeeping account maintained by the Bank in the name of the Participant.

1.2 “Affiliate” shall mean any “parent corporation” or “subsidiary corporation” of the Bank, as the terms are defined in Section 424(e) and (f), respectively, of the Code.

1.3 “Bank” shall mean Mayflower Co-operative Bank, and any successor to its interest.

1.4 “Bank Credits” shall mean any credits that the Bank may make to Accounts pursuant to Article III.

1.5 “Beneficiary” shall mean the person or persons whom a Participant may designate as the beneficiary of the Participant’s Benefits, and shall mean the Participant’s estate in the absence of a valid designation.

1.6 “Benefits” shall mean benefits accrued under Articles II and III of the Plan.

1.7 “Board” shall mean the Board of Directors of the Bank.

1.8 “Change in Control” shall mean a “change in ownership”, “change in effective control” or “change in ownership of a substantial portion of assets” for purposes of Section 409A of the Code.

1.9 “Code” shall mean the Internal Revenue Code of 1986, as amended.

1.10 “Committee” shall mean any committee that the Board may appoint to administer and effectuate the Plan. The Committee may act only by a majority of it members and may act through meetings or written consents. Notwithstanding the foregoing, the Board may act at any time in lieu of the Committee with respect to any action that the Committee may take pursuant to the Plan.

1.11 “Common Stock” shall mean the common stock of the Bank.

1.12 “Deferrals” shall mean any Participant-directed deferrals of director fees, salary, or cash bonuses that occur pursuant to Section 2.1 hereof.

1.13 “Deferral Election Form” shall mean the form attached hereto as Exhibit “A”.

1.14 “Disability” shall mean any condition that results in a Participant’s entitlement to collect long-term disability benefits from the Bank. In the absence of a plan by which the Bank provides such benefits, “Disability” shall have the meaning set forth in Section 22(e)(3) of the Code.

1.15 “Distribution Election Form” shall mean the form attached hereto as Exhibit “B”.

1.16 “Effective Date” shall mean January 1, 2005, as referenced in the opening paragraphs of this document.

1.17 “Employee” shall mean any person who is employed by the Bank.

1.18 “Just Cause” shall mean misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violations of any law, rule or regulation (other than traffic violations or similar offenses), or final cease-and-desist order.

1.19 “Participant” shall mean each Director, and any Employee who is designated by the Board for participation in the Plan, provided that an Employee shall be eligible for Plan participation only if he or she is a member of a select group of the Bank’s senior officers for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.20 “Plan” shall mean the Mayflower Co-operative Bank Deferred Compensation Plan.

1.21 “Plan Year” shall mean each January 1 through and including December 31.

1.22 “Trust Agreement” shall mean that agreement entered into pursuant to the terms hereof between the Bank and the Trustee.

1.23 “ Trust” shall mean the trust created under the terms of the Trust Agreement.

1.24 “Trustee “shall mean that person(s) or entity appointed by the Committee pursuant to the Trust Agreement to hold legal title to the Plan Assets for the purposes set forth herein.

1.25 “Valuation Date” shall mean the last day of each calendar quarter of each Plan Year.

1.26 “Year of Service” shall mean a Plan Year at the end of which a Participant is an Employee or member of the Board.

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ARTICLE II

Deferrals

2.1 Participant Deferrals . Each Participant may elect, on the Deferral Election Form, to defer the receipt of any Bank Credits. Such elections shall be irrevocable until the end of the Plan Year to which they relate, and be effective on January 1 ^st for compensation earned after that date following their acceptance by the Committee, provided that the Bank shall credit all such Deferrals by a Participant to the Participant’s Account as of each Valuation Date.

2.2 Rate of Return on Deferred Compensation. As of each Valuation Date, the Bank shall credit the portion of each Account that is attributable to Deferrals with a rate of return equal to 25% of 75% of the Bank’s return-on-average equity, determined in accordance with GAAP, for the most recently completed fiscal year of the Bank.

2.3 Vesting. Each Participant shall at all times be 100% vested in the portion of his or her Account that is attributable to Deferrals.

ARTICLE III

Bank Credits; Vesting

3.1 Bank Credits. Within 10 days of the last day of each calendar quarter, the Bank shall credit the Account of each Participant with the applicable amount set forth in the following schedule:

Unless the Board amends the Plan before a subsequent Plan Year begins, the same credits will be made within 10 days of the last day of each calendar quarter of such Plan Year. Notwithstanding the foregoing, Bank Credits shall be paid to a Participant in cash rather than credited to the Participant’s Account if the Participant has not made a deferral election pursuant to Section 2.1

3.2 Vesting of Bank Credits. Subject to Section 4.4 hereof, each Participant’s vested interest in the portion of the Participant’s Account that is attributable to Bank Credits shall be 100%.

3.3 Rate of Return on Bank Credits. The portion of a Participant’s Account that is attributable to Bank Credits shall be adjusted on each Valuation Date in the same manner as adjustments occur pursuant to Section 2.2 hereof.

ARTICLE IV

Distributions from Accounts

4.1 Distributions. Subject to Article X hereof, the Bank shall distribute the vested balance credited to a Participant’s Account in accordance with the Participant’s Distribution Election Form, which shall be valid and honored only if made in accordance with Section 4.2 hereof. In the absence of a valid

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election, the Bank shall distribute the Participant’s Account in substantially equal annual installments over a period of five (5) years, beginning on the first day of the second month following the Participant’s termination from the Bank for any reason other than Just Cause. The Participant’s Account shall be paid in cash, and quarterly credits pursuant to Sections 2.2 and 3.3 shall continue with respect to the undistributed balance in the Participant’s Account.

4.2 Distribution Elections .

(a) In order to be effective, a Participant’s Distribution Election Form must be rec