DANVERS BANCORP, INC. CHANGE IN CONTROL SEVERANCE PAY PLAN

EXHIBIT 10.14

DANVERS BANCORP, INC.
CHANGE IN CONTROL
SEVERANCE PAY PLAN

        Danvers Bancorp, Inc. (the "Company") sets forth herein the terms of its Change in Control Severance Pay Plan (the "Plan") as follows:

SECTION 1.     PURPOSE.     

        The Board of Directors of the Company believes that it is in the best interests of the Company to encourage the continued dedication of certain in the face of potentially distracting circumstances arising from the possibility of a change in control of the Company, and the Board has established the Plan for this purpose.

SECTION 2.     DEFINITIONS.     

        (a)   "Accrued Obligations" means, with respect to an Employee, the sum of (i) the Employee's earned compensation through the Date of Termination to the extent not theretofore paid, and (ii) any accrued vacation pay to the extent not theretofore paid.

        (b)   "Base Pay" means

•         (i)    with respect to a salaried Employee, the Employee's annual base salary prior to any pre-tax deductions, but shall not include bonus payments, 401(k) matching contributions, or any other payments not specifically provided for under the Plan;

          (ii)   with respect to an hourly Employee, the Employee's total hourly wages prior to any pre-tax deductions for the 12 full calendar months preceding the month in which the Change in Control occurs, including base salary and overtime pay, but shall not include bonus payments, 401(k) matching contributions, or any other payments not specifically provided for under the Plan; and

          (iii)  with respect to a commissioned Employee, the Employee's base salary, if any, plus the commissions earned by the Employee, in both instances prior to any pre-tax deductions, in the 12 full calendar months preceding the month in which the Change in Control occurs, but shall not include bonus payments, 401(k) matching contributions, or any other payments not specifically provided for under the Plan.

        (c)   "Board" means the Board of Directors of Danvers Bancorp, Inc.

        (d)   "Cause" means and shall be limited to: (i) willful misappropriation of the funds or property of the Company, Danversbank and their related entities; (ii) use of alcohol or illegal drugs interfering with the performance of an Employee's obligations, continuing after written warning of such actions; (iii) admission, confession, indictment or plea bargain to, or conviction of, a felony, or of any crime involving moral turpitude, dishonesty, theft, unethical or unlawful conduct; (iv) commission of any willful or intentional act which could reasonably be expected to injure the reputation, business or business relationships of the Company, Danversbank and their related entities or which may tend to bring the Employee or the Company, Danversbank and their related entities into disrepute, or the willful commission of any act which is a breach of an Employee's fiduciary duties to the Company, Danversbank and their related entities; and (v) commission of any act which constitutes a material breach of the policies of the Company and Danversbank, including but not limited to the disclosure of any confidential information or trade secrets pertaining to the Company, Danversbank and their related entities.

        (e)   "Change in Control" means any of the following:

•         (i)    any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Act") (other than the Company, any of its subsidiaries, or any

• trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the "beneficial owner" (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 25 percent or more of the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Company's Board ("Voting Securities") (in such case other than as a result of an acquisition of securities directly from the Company); or

          (ii)   persons who, as of the date hereof, constitute the Company's Board (the "Incumbent Directors") cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Company's Board, provided that any person becoming a director of the Company subsequent to the date hereof shall be considered an Incumbent Director if such person's election was approved by or such person was nominated for election by either (A) a vote of at least a majority of the Incumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Company's Board or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

          (iii)  the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company; or

          (iv)  the approval by the Company's stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company.

        Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by any person to 25 percent or more of the combined voting power of all of the then outstanding Voting Securities; provided, however, that if any person referred to in this sentence shall thereafter become the beneficial owner of any additional shares of Voting Securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 25 percent or more of the combined voting power of all of the then outstanding Voting Securities, then a "Change of Control" shall be deemed to have occurred for purposes of the foregoing clause (i).

        (f)    "Change in Control Period" means the one-year period following a Change in Control.

        (g)   "Code" means Internal Revenue Code of 1986, as amended.

        (h)   "Company" means Danvers Bancorp, Inc. a Delaware corporation, or, from and after a Change in Control of the successor to the Company in any such Change in Control.

        (i)    "Danversbank" means Danversbank, a Massachusetts savings bank, or from and after a Change in Control, the successor to Danversbank in any such Change in Control.

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        (j)    "Date of Termination" means, with respect to an Employee, the effective date of termination of the Employee's employment with the Company, Danversbank and all of their subsidiaries.

        (k)   "Employee" means a regular employee of the Company and/or Danversbank at the time of the Change in Control, other than any employee who is party to an employment or letter agreement with the Company and/or Danversbank that provides for severance payments. A temporary employee or consultant of the Company and/or Danversbank is not considered an Employee eligible to receive benefits under this Plan.

        (l)    "Good Reason" means that the Employee is required to move his employment location to a location [35] miles or more from his job site immediately prior to the Change in Control.

        (m)  "Other Benefits" means, with respect to an Employee, any other amounts or benefits required to be paid or provided or which the Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company or Danversbank.

        (n)   "Severance Period" means the number of weeks set forth on Schedule A for which benefits are provided pursuant to Section 4(a).

        (o)   "Years of Service" means full years employment of the Employee with the Company and Danversbank or a subsidiary, including any predecessor thereof. A partial Year of Service of less than six months will be rounded down and disregarded while a partial Year of Service of six months to 11 months will be rounded up to a full year.

SECTION 3.     TERM.     

        This Plan shall be effective during the Change in Control Period; provided , however , that this initial term of the Plan shall be automatically extended, if necessary, so that this Plan remains in full force and effect until all payments required to be made hereunder have been made. References herein to the term of this Plan shall include the initial term and any additional period for which this Plan is extended or renewed. Notwithstanding the preceding, there shall be no payment from this Plan, and no entitlement to payment from this Plan, in the event of an automatic termination of the Plan in accordance with Section 10.

SECTION 4.     SEVERANCE BENEFITS FOLLOWING A CHANGE IN CONTROL.     

        (a)   If the Company or Danversbank terminates an Employee's employment other than for Cause or death during the Change in Control Period, the Company and/or Danversbank shall pay to the Employee the following amounts:

•         (i)    the Accrued Obligations in a lump sum in cash within ten business days of the Date of Termination;

          (ii)   the severance benefits provided in Schedule A ; provided however , that the Employee has executed a Waiver and Release substantially in the form set forth in Schedule B , and the revocation period for such Waiver and Release has passed.

        (b)   The Company and/or Danversbank shall pay the severance benefits in a lump sum in cash within ten business days of the Date of Termination; provided further , that the Company or Danversbank shall provide the Employee with notice of employment termination and with a copy of the Waiver and Release sufficiently in advance of the Employee's Date of Termination to satisfy the 21- or 45-day consideration period, as applicable, under the Waiver and Release. All severance benefits provided to an Employee pursuant to Section 4