                  UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT

                                           

No. 94-1336

                      ANNA CARROLL, ET AL.,
                     Plaintiffs - Appellees,

                                v.

             BLUE CROSS/BLUE SHIELD OF MASSACHUSETTS,
                      Defendant - Appellant.

                                           

                           ERRATA SHEET

     The opinion of this  court issued on September 2,  1994, not
for publication, is amended as follows:

     The  cover sheet should read:   "Lisa M.  Fleming, with whom
                                                      
Laura Panos, was on brief for appellant."  The names of the other
           
attorneys listed on brief for appellant should be deleted.

                      [NOT FOR PUBLICATION]
                  UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT

                                           

No. 94-1336

                      ANNA CARROLL, ET AL.,

                     Plaintiffs - Appellees,

                                v.

             BLUE CROSS/BLUE SHIELD OF MASSACHUSETTS,

                      Defendant - Appellant.

                                           

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                FOR THE DISTRICT OF MASSACHUSETTS

           [Hon. Robert E. Keeton, U.S. District Judge]
                                                      

                                           

                              Before

                  Selya and Cyr, Circuit Judges,
                                               

                   and Zobel,* District Judge.
                                             

                                           

     Lisa M. Fleming,  with whom  Laura Panos were  on brief  for
                                             
appellant.
     Stephen  M. Perry,  with  whom Thomas  J.  Walsh, Robert  M.
                                                                 
Mendillo and Casner &amp; Edwards were on brief for appellees.
                             

                                           

                        September 2, 1994
                                           

                    

*  Of the District of Massachusetts, sitting by designation.

          Per  Curiam.    Appellant  Blue Cross  Blue  Shield  of
                     

Massachusetts, Inc.  (the "Company")  in 1991 had  promulgated an

Organizational  Change  Policy (the  "Policy") pursuant  to which

employees were to receive severance benefits when their positions

were  eliminated  under  defined  circumstances.   In  1992,  the

Company  entered  into   an  information  systems   and  services

outsourcing  agreement  with   Electronic  Data  Services,   Inc.

("EDS").   Pursuant to that agreement appellees who had performed

information services work as Company employees became employed by

EDS.  They claimed severance benefits under the Policy above.

          We  agree with the  district court's determination that

the Company's  Policy excluded  only internal transfers  from its
                                             

severance  benefit  provisions.    Appellant  concedes  that  the

"transfers" at issue were not  internal transfers.  The  Policy's

unambiguous language provided for severance benefits to employees

terminated from their  positions at  the Company,  even if  those

same   employees   obtained   immediate   employment   elsewhere.

Accordingly,  appellees are  entitled to  the benefits  for which

they sued; there was no need  for the court to consider extrinsic

evidence to ascertain the parties' intent.

          Appellant's reliance on our recent decision in Allen v.
                                                              

Adage, Inc., 967 F.2d  695 (1st Cir. 1992), is misplaced.   Allen
                                                                 

held that in  the absence of ambiguity, the  language of the plan

determines employee  eligibility for benefits.   See id.  at 701;
                                                        

Bellino  v. Schlumberger  Technologies, 944  F.2d 26,  29-30 (1st
                                      

Cir.  1991).  It did not hold that outsourcing agreements such as

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the  one  at  bar  shall  never  entitle  employees  to severance

benefits.  See Allen,  967 F.2d at 700-01;  Bellino, 944 F.2d  at
                                                   

30.

          The  Company's remaining arguments concern the district

court's measure of damages.  The Policy itself defined the proper

measure  of damages,  thus  such payments  are  not punitive  and

neither  offset  nor  integration  is required.    Had  appellant

intended severance payments to be offset by money or benefits its

former employees  earned elsewhere, it  need merely have  said as

much in the Policy.

          Affirmed.
                  

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