Exhibit 10.14
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In fiscal  2002 and  fiscal  2003,  in order to  modify  the  provisions  of the
Company's Executive Retirement Plan as it relates to unvested participants,  the
Plan was amended as follows:

o    Section 1.5 was amended by inserting  the following at the end of the first
     sentence:  ",  or,  in the  case of a  Participant  who  becomes  a  Vested
     Participant  upon  occurrence  of a change in  control,  as  referred to in
     Section  1.11,  Base Annual  Salary means the base annual  salary in effect
     immediately before such change in control".

o    Section   1.11  was   amended   by  adding  the   following   at  the  end:
     "Notwithstanding  the  foregoing,  each of  Steven J.  Bilodeau,  Andrew M.
     Caggia,  and Peter S. Byrnes shall be deemed a Vested  Participant upon the
     occurrence of an event that the Corporation  would be required to report on
     Securities and Exchange Commission Form 8-K as a change in control."

o    The provision for vesting under the Plan was amended to include a provision
     that, in the event of death or disability of the unvested participant, such
     unvested  participant  would be vested to the extent of the greater of 50%,
     or the proportion of the participant's service tenure to ten years.