MERGER SEVERANCE BENEFIT PROGRAM
                                                                    Exhibit 10.9

     A.   Covered Employees:

          Subject  to  paragraph  B below,  the  Merger  Severance  Benefit  (as
          hereinafter defined) will be provided to any employee whose employment
          is  terminated  within six months after a Change of Control (as herein
          defined).

     B.   Limitations on Change of Control Benefits

               1. General.  No employee will be eligible for a Merger  Severance
               Benefit if (a) his employment is terminated  for "Cause",  (b) he
               is a temporary  employee,  (c) his compensation  with the Bank is
               more than 50% commission-based, or (d) he is offered a Comparable
               Position within the Bank and refuses to accept such position.

               2. Cause.  The term "Cause" shall mean and include (a) neglect of
               or  refusal  to  perform,  other  than as a result  of  sickness,
               accident  or  similar  cause  beyond  an  employee's   reasonable
               control,  any duty or  responsibility  as an employee of the Bank
               after  written  notice  by the  Bank  to the  employee;  (b)  any
               material  breach by the  employee of any  agreement  to which the
               employee  and the Bank  are both  parties;  (c)  dishonesty  with
               respect to the Bank or the  commission  of any crime  (other than
               minor  traffic  violations);  or (d) any material  misconduct  or
               material neglect of duties by the employee in connection with the
               business  or affairs of the Bank.  The  foregoing  definition  of
               Cause is in no way  intended to limit or qualify the right of the
               Bank to terminate any person's employment for any reason.

               3.  Comparable  Position.  A  comparable  position  shall  mean a
               position  which  is  offered  to an  employee  where  there is no
               reduction  in base  salary  or  scheduled  hours,  and  where the
               employee is not  required to commute  more than 35 miles  further
               than the employee's present commute.

     C.   Definition of "Change of Control":

          A "Change of Control" will be deemed to have occurred

          1.   If there is a merger or  consolidation of the Bank with any other
               bank  or  corporation  and  the  voting  securities  of the  Bank
               outstanding  immediately prior to such merger or consolidation do
               not continue to represent (either by remaining  outstanding or by
               being converted into voting  securities of the surviving  entity)
               more than fifty percent (50%) of the combined voting power of the
               voting   securities  of  the  Bank  or  such   surviving   entity
               immediately after such merger or consolidation, or
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          2.   When any person or entity or group of persons or entities  either
               related or acting in concert becomes the  "beneficial  owner" (as
               defined in Rule 13d-3 under the Securities  Exchange Act of 1934,
               as  amended) of  securities  of the Bank  representing  more than
               fifty percent (50%) of the total number of votes that may be cast
               for the election of directors of the Bank, or

          3.   If the Bank  sells  all or  substantially  all of its  assets  to
               another bank or corporation, other than in a transaction in which
               the voting  securities of the Bank outstanding  immediately prior
               to such  transaction  continue to represent  (either by remaining
               outstanding or by being  converted into voting  securities of the
               surviving  entity) more than fifty  percent (50%) of the combined
               voting  power  of the  voting  securities  of the  Bank  or  such
               surviving entity immediately after such transaction, or

          4.   If during any period of two consecutive  years (not including any
               period prior to the execution of this Agreement), individuals who
               are Continuing Directors (as herein defined) cease for any reason
               to  constitute  at least a majority of the Board of  Directors of
               the Bank. For this purpose,  a "Continuing  Director"  shall mean
               (a) an individual who was a director of the Bank at the beginning
               of such  period or (b) any new  director  (other  than a director
               designated  by a person who has entered into any  agreement  with
               the Company to effect a transaction  described in clause (1), (2)
               or (3) of this  Paragraph  C)  whose  election  by the  Board  or
               nomination for election by the Bank's  stockholders  was approved
               by a vote of at  least  two-thirds  (2/3) of the  directors  then
               still in office who either were  directors  at the  beginning  of
               such period or whose  election or  nomination  for  election  was
               previously so approved.

          D.   "Merger Severance Benefit" Defined.

               The Merger Severance  Benefit hereunder shall include each of the
               following three items:

               1.   Payment  in  one  lump  sum as of  date  of  termination  of
                    employment  of a severance  benefit  equal to the greater of
                    (i) two weeks Base  Salary  for each year of  service  (with
                    partial years of service  included in the  calculation  on a
                    pro-rated  basis),  up to a maximum benefit of 26 weeks Base
                    Salary; or (ii) the applicable  Minimum Benefit set forth in
                    paragraph E below; and

               2.   Continuation of health benefits and life insurance  benefits
                    for a period of time after  termination  equal to the number
                    of weeks  (and  partial  weeks) of Base  Salary to which the
                    employee is entitled under the preceding  paragraph,  on the
                    same  terms  and  conditions  as  though  the  employee  had
                    remained an active employee; and
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               3.   After  the  end of the  period  during  which  benefits  are
                    continued  under the  preceding  paragraph,  COBRA  benefits
                    determined as though employment had terminated at the end of
                    such period.

               For  purposes of this  paragraph D and  paragraph E below,  "Base
               Salary"  shall  not  include  bonus  payments,   401(k)  matching
               payments,  pension  payments,  or other payments not specifically
               provided for under this  program.  However,  the lump sum payment
               made under  section  D(1) above will be "W-2 income" from which a
               401(k) employee contribution will be automatically  deducted (and
               in connection with which a 401(k) employer matching  contribution
               will be made) to the extent that the employee is a participant in
               the 401(k) plan as of the date of  termination  of employment (it
               being understood that employees may withdraw from the 401(k) plan
               at any time prior to such date of termination of employment).

          E.   Minimum  Benefit.   Subject  to  the  limitations  set  forth  in
               paragraph B(1) above:

               1.   All officers of the level of Vice  President and above shall
                    receive the maximum benefit of 26 weeks Base Salary; and

               2.   All other  elected and appointed  officers  shall receive at
                    least 13 weeks Base Salary; and

               3.   All other full-time employees shall receive at least 2 weeks
                    Base Salary; and

               4.   All part-time  employees shall receive at least 2 weeks Base
                    Salary.

          F.   Continuation  of Benefits for  Commissioned  Employees.  Although
               employees whose  compensation  is more than 50%  commission-based
               are not generally eligible for Merger Severance Benefits,  as set
               forth in paragraph B above, such employees shall be entitled to:

          1.   Continuation  of health  insurance  benefits  for a period of six
               months  (in the  case  of  vice  presidents  and  assistant  vice
               presidents)  or  three  months  (in the  case of all  other  such
               employees) after termination, on the same terms and conditions as
               though such employee had remained an active  employee during such
               period; and

          2.   After the end of the period  during  which  health  benefits  are
               continued  under clause (1) above,  COBRA benefits  determined as
               though employment had terminated at the end of such period.

          G.   Offset for  Amounts  Received  Under  Other  Agreements  or Laws.
               Merger Severance  Benefits payable pursuant to this program shall
               be reduced by the amount of any equivalent severance pay benefits
               payable to an officer  under any  employment or change of control
               contract or to any employee  under any "tin  parachute",  WARN or
               similar law.
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          H.   Withholding.  All payments will be subject to usual and customary
               withholding  and  co-payments  by  employees  for  health,   life
               insurance and dental  benefits.  The Bank shall have the right to
               withhold  from lump sum amounts  otherwise  payable the aggregate
               amount of any  co-payments  required to be made by employees with
               respect to employee  benefit  programs which are continued  under
               the Merger Severance Program.

          I    Parachute Payment.  In  the  event  that  any  severance  payment
               otherwise  payable  under this Plan exceeds in the  aggregate the
               amount  that  may  be  deducted  by the  Bank  by  reason  of the
               operation of Section  280G of the Internal  Revenue Code of 1986,
               as amended,  the amount of such payments  shall be reduced to the
               maximum which can be deducted by the Bank.  This provision  shall
               not be  deemed  to modify  or  otherwise  have any  impact on any
               individual  retirement plan or employment or severance  agreement
               between the Bank and any employee of the Bank.