Service Benifits Plan

EXHIBIT 10.9


As Amended 10/27/94


BayBanks Severance Benefits Plan
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The purpose of this Plan is to provide severance benefits to employees of BayBanks, Inc. ("BayBanks") and its subsidiaries in the event of termination of employment following a change in control. Benefits under the Plan are intended to replace the benefits otherwise payable under Sections 183 and 184 of Chapter 149 of the Massachusetts General Laws and any other legislation in effect from time to time ("Severance Benefit Legislation"). This Plan shall be administered by the Corporate Compensation Committee of the BayBanks Board of Directors or such other committee as the Board may designate (the "Plan Committee").


SECTION 1. DEFINITIONS


As used in this Plan, the following terms have the meanings set forth below.


1.1 "BayBanks Employer" -- BayBanks and each subsidiary of BayBanks that adopts this Plan. The BayBanks Employer for a particular employee is the BayBanks Employer that is responsible for paying that employee's salary.


1.2 "Cause" -- an Employee's (a) willful and continued failure substantially to perform the Employee's duties with his or her BayBanks Employer (other than such failure occurring within 90 days after a Constructive Discharge Event) after written notice specifying such failure in reasonable detail is delivered to the Employee by such BayBanks Employer, (b) willful misconduct that is materially injurious to such BayBanks Employer, monetarily or otherwise, or (c) conviction of any crime involving an act of dishonesty or breach of trust. For purposes of determining whether Cause exists, no action or omission by an Employee shall be considered willful unless the Employee acted in bad faith and without reasonable belief that the action or omission was consistent with the best interests of his or her BayBanks Employer.


1.3 A "Change in Control" of BayBanks shall be deemed to have occurred upon the occurrence of any of the following:


(a) Any transaction or series of transactions, as
a result of which any "person" (as defined in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder) (a "Person") is or becomes a "beneficial
owner" (as defined in Rule 13d-3 under such act), directly or
indirectly, of securities of BayBanks representing thirty percent
(30%) or more of the combined voting power of BayBanks' then
outstanding voting securities ("BayBanks' Outstanding Voting
Securities"); provided, however, that a Change in Control shall not be
deemed to have occurred solely because of the acquisition of
securities of BayBanks by (i) one or more


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employee benefit plans or related trusts established for the
benefit of the employees of any BayBanks Employer; or (ii) any Person
when such acquisition (A) is effected primarily to prevent BayBanks
from being declared insolvent and (B) is approved by the Board of
Directors of BayBanks (the "Board").


(b) Any change in the membership of the Board
such that individuals who are Incumbent Directors (as defined herein)
cease for any reason to constitute at least a majority of the Board.
The Incumbent Directors shall be (i) those members of the Board who
were Directors as of October 27, 1994, and who have served
continuously as Directors since such date, and (ii) any other member
of the Board who subsequently became a Director and whose election or
nomination for election by BayBanks' stockholders at the beginning of
his or her current tenure was approved by a vote of at least a
majority of the Directors who were then Incumbent Directors, except
that no individual shall be an Incumbent Director if such individual's
initial assumption of office as a Director occurred as a result of an
actual or threatened election contest with respect to the election or
removal of Directors, or other actual or threatened solicitation of
proxies or consents, by, or on behalf of, a Person other than the
Board.


(c) The approval by BayBanks' stockholders of a
reorganization, merger, consolidation, sale or other disposition of
all or substantially all of the assets of BayBanks, or similar
transaction (a "Business Combination"), unless all of the following
conditions are met, with such conditions being applied as of the date
of such approval as if the Business Combination were consummated on
such date on the terms then specified in the agreement or plan
providing for the Business Combination:


(i) the individuals and entities who are
the beneficial owners of BayBanks' Outstanding Voting
Securities as of the date of such approval would beneficially
own, directly or indirectly, securities representing more than
50% of the outstanding combined voting power of the voting
securities that would be outstanding and entitled to vote
generally in the election of the governing body of the
corporation or other entity resulting from such Business
Combination (including, without limitation, a corporation or
other entity that as a result of such transaction would own
BayBanks or all or substantially all of BayBanks' assets,
either directly or through one or more subsidiaries) (the
"Resulting Entity"), and the securities of the Resulting
Entity that would be owned by such beneficial owners of
BayBanks' Outstanding Voting Securities would be owned by them
in substantially the same proportions as they own BayBanks
Outstanding Voting Securities;


(ii) no Person (excluding any corporation
or other entity resulting from such Business Combination, and
excluding any employee benefit plan or related trust of
BayBanks or of such corporation or other entity resulting from
such Business Combination) would beneficially own, directly or
indirectly, 30% or more of the combined voting power of the
outstanding voting securities of the Resulting Entity except
to the extent that such ownership existed prior to the
Business Combination; and


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(iii) at least a majority of the members
of the board of directors of the Resulting Entity would be
persons who were Incumbent Directors at the time of the
execution of the initial agreement or of the action of the
Board providing for such Business Combination.


(d) Approval by BayBanks' stockholders of a
liquidation or dissolution of BayBanks (unless the liquidation or
dissolution is part of a Business Combination excepted from clause (c)
above).


1.4 "Constructive Discharge Event" --


(a) with respect to all Employees, the occurrence
within two years following a Change in Control of any of the following
without the Employee's written consent:


(i) a reduction of the Employee's base
salary of at least 10% from the base salary in effect
immediately prior to the Change in Control;


(ii) a reduction subsequent to the Change
in Control of at least 10% in the dollar amount of the
BayBanks Employer's contribution for the Employee's medical
insurance from the amount contributed immediately prior to the
Change in Control;


(iii) a material adverse change applicable
to the Employee in any formula for the accrual of pension
benefits under any pension plan in which the Employee was
participating immediately prior to the Change in Control; or


(iv) a relocation of the Employee's
assigned work location of more than 30 miles from his or her
principal work location immediately prior to the Change in
Control, unless the new work location is closer to the
Employee's principal residence.


(b) with respect to Employees who are eligible
for benefits under Sections 2.2, 2.3, and/or 2.4, the occurrence
within two years following a Change in Control of any of the following
without the Employee's written consent shall also constitute a
Constructive Discharge Event:


(i) the termination or reduction of, or
failure to provide, compensation opportunities or benefits at
least equal to those provided pursuant to any retirement,
benefit, or compensation plan or arrangement in which the
Employee was participating immediately prior to the Change in
Control (except when such action would not constitute a
Constructive Discharge Event under subsection (a) above or is
offset by a concurrent increase in the Employee's annual base
salary in an amount equal to the annual compensation
opportunity or benefit lost by the Employee);


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(ii) a material increase in the level of business travel required of the Employee;


(iii) a material change, including a
material reduction or increase, in the Employee's title, job
authorities, or responsibilities existing immediately prior to
the Change in Control; or


(iv) a material reduction in any
significant perquisites provided to the Employee immediately
prior to the Change in Control.


1.5 "Eligible Employee" -- any person employed by any BayBanks Employer as a "Full-time" employee or "WorkStyle" employee, in each case with three or more Years of Service at the time of a Qualifying Termination. The terms "Full- time" employee and "WorkStyle" employee are defined in the BayBanks Human Resources Policies and Procedures manual as in effect on January 1, 1991 and as the manual may be amended prior to the Change in Control.


1.6 "Employee" -- any Eligible Employee or Short-Service Employee, other than an employee who is subject to a written separation, retirement or other severance agreement with a BayBanks Employer.


1.7 "Short-Service Employee" -- any person employed by any BayBanks Employer as a "Full-time Employee" or "WorkStyle Employee" with less than 6.5 Years of Service at the time of a Qualifying Termination, who has been designated by the Plan Committee as eligible for additional benefits under Section 2.


1.8 "Qualifying Termination" -- any termination of employment (a) of an Employee by his or her BayBanks Employer without Cause within two years following a Change in Control, other than by reason of disability or death or (b) by an Employee during the period commencing on the occurrence of a Constructive Discharge Event and ending 90 days following the Employee's receipt of written notice thereof under Section 3.3. A termination of employment by an Employee following a Constructive Discharge Event may constitute a Qualifying Termination notwithstanding that the Employee may have other reasons for terminating employment, including a desire to accept other employment.


1.9 "Weekly Compensation" --


(a) with respect to (i) a Full-time Employee is
the annual rate of pay in effect as of the last payroll period ending
prior to the Change in Control or prior to a Qualifying Termination,
whichever is greater, divided by 52 and (ii) a WorkStyle Employee is
the hourly rate of pay in effect as of the last payroll period ending
prior to the Change in Control or prior to a Qualifying Termination,
whichever is greater, multiplied by the number of hours per week that
the Employee was regularly scheduled to work during that pay period;
and


(b) with respect to any Employee who is eligible for
benefits under Sections 2.2, 2.3, and/or 2.4, (i) Weekly Compensation
shall include the maximum


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annual incentive or similar award for which the Employee is eligible
immediately prior to the Change in Control or the Qualifying
Termination, whichever is higher, divided by 52, or (ii) if the
Employee was eligible for sales incentive bonuses, commissions or
other forms of variable pay (in each case, "Variable Pay") as of the
last payroll period ending either prior to the Change in Control or
prior to a Qualifying Termination, the Employee's annual rate of pay
for purposes of subsection (a)(i) for such payroll period shall
include an additional amount equal to the total of all Variable Pay
received by the Employee from a BayBanks Employer for the last
calendar year prior to the payroll period but not exceeding 50% of
such annual rate of pay as determined without regard to this
subsection (ii).


1.10 "Years of Service" -- the aggregate number of full calendar months whether or not consecutive, during which an Employee has been employed and paid by any BayBanks Employer, divided by 12, with the result rounded to the nearest one-tenth of a year.


SECTION 2. BENEFITS PAYABLE TO EMPLOYEES TERMINATED FOLLOWING A CHANGE IN
CONTROL


All Eligible Employees shall be entitled to the benefits described in Section 2.1 following a Qualifying Termination. In addition, the Plan Committee may in its discretion designate certain Employees as eligible for the additional benefits described in Sections 2.2, 2.3, or 2.4. All benefits under this Plan are subject to the limitations contained in Section 4.


2.1 BENEFITS FOR ALL ELIGIBLE EMPLOYEES. Each BayBanks Employer shall provide the following benefits to each of its Eligible Employees who experiences a Qualifying Termination in lieu of any benefits provided by the Severance Benefit Legislation (unless the Severance Benefit Legislation would provide an equal or higher level of benefits as described in Section 4.1):


(a) CASH PAYMENT -- a lump sum cash payment equal
to the Eligible Employee's Weekly Compensation, multiplied by two
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