Exhibit 10.33

                        TRUST UNDER THE HANNAFORD
                NONQUALIFIED DEFERRED COMPENSATION PLANS
                  AND EMPLOYMENT CONTINUITY AGREEMENTS

     (a) THIS AGREEMENT, made this day of , 2000, by and between HANNAFORD BROS.
CO., a corporation  organized under the laws of the State of Maine  ("Company"),
and STATE STREET BANK AND TRUST  COMPANY,  a banking  association  organized and
existing under the laws of the Commonwealth of Massachusetts ("Trustee");

     (b) WHEREAS,  Company has adopted the  nonqualified  deferred  compensation
plans listed in Appendix A and has entered into  certain  Employment  Continuity
Agreements,  also  listed in  Appendix A  (hereinafter  collectively  called the
"Plans");

     (c) WHEREAS,  Company has incurred or expects to incur  liability under the
terms of such Plans with respect to the individuals participating in such plans;

     (d)  WHEREAS,  Company  wishes to  establish  a trust  (hereinafter  called
"Trust")  and to  contribute  to the Trust  assets  that shall be held  therein,
subject  to the  claims  of  Company's  creditors  in  the  event  of  Company's
Insolvency,  as  herein  defined,  until  paid to Plan  participants  and  their
beneficiaries in such manner and at such times as specified in the Plans;

     (e)  WHEREAS,  it is the  intention  of the  parties  that this Trust shall
constitute  an unfunded  arrangement  and shall not affect the status of each of
the Plans as an unfunded plan  maintained for the purpose of providing  deferred
compensation  for a select group of management or highly  compensated  employees
for purposes of Title I of the Employee  Retirement  Income Security Act of 1974
("ERISA");

     (f) WHEREAS,  it is the intention of Company to make  contributions  to the
Trust to provide  itself  with a source of funds to assist it in the  meeting of
its liabilities under the Plans;

     NOW,  THEREFORE,  the parties do hereby  establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:


                          SECTION 1
                    ESTABLISHMENT OF TRUST

     (a) Company hereby  deposits with the Trustee in trust One Hundred  Dollars
($100.00),   which  shall  become  the  principal  of  the  Trust  to  be  held,
administered and disposed of by Trustee as provided in this Trust Agreement.


<PAGE>


    (b)  The Trust hereby established shall be irrevocable.

     (c) The Trust is intended to be a grantor  trust,  of which  Company is the
grantor,  within the  meaning of subpart  E, part I,  subchapter  J,  chapter 1,
subtitle  A of the  Internal  Revenue  Code of 1986,  as  amended,  and shall be
construed accordingly.

     (d) The  principal of the Trust,  and any earnings  thereon,  shall be held
separate and apart from other funds of Company and shall be used exclusively for
the uses and purposes of Plan  participants and general  creditors as herein set
forth. Plan participants and their  beneficiaries  shall have no preferred claim
on, or any beneficial ownership interest in, any assets of the Trust. Any rights
created  under  the  Plans  and this  Trust  Agreement  shall be mere  unsecured
contractual rights of Plan participants and their beneficiaries against Company.
Any assets held by the Trust will be subject to the claims of Company's  general
creditors under federal and state law in the event of Insolvency,  as defined in
Section 3(a) herein.

     (e) Company, in its sole discretion, may at any time, or from time to time,
make  additional  deposits of cash or other  property  in trust with  Trustee to
augment the  principal to be held,  administered,  and disposed of by Trustee as
provided in this Trust  Agreement.  Neither the Trustee nor any Plan participant
or beneficiary shall have any right to compel such additional deposits.

     (f) Upon a Change in Control Event, Company shall, as soon as possible, but
in no event  longer  than 30 days  following  the  Change in Control  Event,  as
defined herein, make an irrevocable  contribution to the Trust in an amount that
is sufficient to pay each Plan  participant or beneficiary the benefits to which
Plan participants or their beneficiaries would be entitled pursuant to the terms
of the Plans as of the date on which the Change in Control Event occurred.

     An amount is "sufficient," within the meaning of the preceding sentence if,
when added to any cash or other property previously  contributed to the Trust by
the  Company,  the fair  market  value of the  Trust  assets  as of the date the
contribution  is made equals or exceeds the sum of (1) the present  value of all
accrued and unpaid benefits to which participants or their  beneficiaries  would
be  entitled  under the terms of the Plans as of the date the  Change in Control
Event occurred,  and (2) all compensation  owed and expenses incurred but unpaid
of the  Trustee,  pursuant to Section 9, as of such date.  For  purposes of this
Section,  present  value shall be determined in the same manner that the present
value of benefits is then determined under the Hannaford Cash Balance Plan.


<PAGE>

                              SECTION 2
          PAYMENT TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

     (a) Company shall  deliver to Trustee a schedule  (the "Payment  Schedule")
that indicates the amounts payable in respect of each Plan  participant (and his
or her beneficiaries),  that provides a formula or other instructions acceptable
to Trustee for determining the amounts so payable, the form in which such amount
is to be paid (as provided for or  available  under the Plans),  and the time of
commencement for payment of such amounts.  Except as otherwise  provided herein,
Trustee shall make payments to the Plan participants and their  beneficiaries in
accordance with such Payment Schedule.  The Trustee shall make provision for the
reporting  and  withholding  of any federal,  state,  or local taxes that may be
required to be withheld with respect to the payment of benefits  pursuant to the
terms of the Plans and shall pay  amounts  withheld  to the  appropriate  taxing
authorities  or determine that such amounts have been  reported,  withheld,  and
paid by Company.

     (b) The entitlement of a Plan  participant or his or her  beneficiaries  to
benefits  under the Plans  shall be  determined  by  Company or such party as it
shall designate under the Plans,  and any claim for benefits shall be considered
and reviewed under the procedures set out in the Plans.

     (c) Company may make payment of benefits  directly to Plan  participants or
their  beneficiaries  as they  become due under the terms of the Plans.  Company
shall notify Trustee of its decision to make payment of benefits  directly prior
to the time  amounts  are payable to  participants  or their  beneficiaries.  In
addition,  if the  principal  of the Trust,  and any earnings  thereon,  are not
sufficient  to make  payments of benefits  in  accordance  with the terms of the
Plans,  Company  shall make the  balance  of each such  payment as it falls due.
Trustee shall notify Company where principal and earnings are not sufficient.


                               SECTION 3
              TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO
              TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT

     (a) Trustee shall cease payment of benefits to Plan  participants and their
beneficiaries if Company is Insolvent.  Company shall be considered  "Insolvent"
for  purposes of this Trust  Agreement if (i) Company is unable to pay its debts
as they  become  due, or (ii)  Company is subject to a pending  proceeding  as a
debtor under the United States Bankruptcy Code.

<PAGE>


     (b) At all times  during the  continuance  of this  Trust,  as  provided in
Section 1(d) hereof,  the  principal and income of the Trust shall be subject to
claims of general  creditors of Company under federal and state law as set forth
below.

        (1) The Board of Directors and the Chief Executive Officer of Company
    shall have the duty to inform Trustee in writing of Company's
    Insolvency.  If a person claiming to be a creditor of Company alleges
    in writing to Trustee that Company has become Insolvent, Trustee shall
    determine whether Company is Insolvent and, pending such determination,
    Trustee shall discontinue payment of benefits to Plan participants or
    their beneficiaries.

        (2) Unless Trustee has actual knowledge of Company's Insolvency, or
    has received notice from Company or a person claiming to be a creditor
    alleging that Company is Insolvent, Trustee shall have no duty to
    inquire whether Company is Insolvent.  Trustee may in all events rely
    on such evidence concerning Company's solvency as may be furnished to
    Trustee and that provides Trustee with a reasonable basis for making a
    determination concerning Company's solvency.

        (3) If at any time Trustee has determined that Company is Insolvent,
    Trustee shall discontinue payments to Plan participants or their
    beneficiaries and shall hold the assets of the Trust for the benefit of
    Company's general creditors.  Nothing in this Trust Agreement shall in
    any way diminish any rights of Plan participants or their beneficiaries
    to pursue their rights as general creditors of Company with respect to
    benefits due under the Plans or otherwise.

        (4) Trustee shall resume the payment of benefits to Plan participants
    or their beneficiaries in accordance with Section 2 of this Trust
    Agreement only after Trustee has determined that Company is not
    Insolvent (or is no longer Insolvent).

     (c) Provided that there are sufficient assets, if Trustee  discontinues the
payment  of  benefits  from the  Trust  pursuant  to  Section  3(b)  hereof  and
subsequently   resumes  such   payments,   the  first  payment   following  such
discontinuance  shall include the  aggregate  amount of all payments due to Plan
participants or their  beneficiaries under the terms of the Plans for the period
of such  discontinuance,  less the aggregate amount of any payments made to Plan
participants or their  beneficiaries by Company in lieu of the payments provided
for hereunder during any such period of discontinuance.


<PAGE>

                              SECTION 4
                         PAYMENTS TO COMPANY

     Except  as  provided  in  Section 3  hereof,  after  the  Trust has  become
irrevocable, Company shall have no right or power to direct Trustee to return to
Company or to divert to others  any of the Trust  assets  before all  payment of
benefits have been made to Plan participants and their beneficiaries pursuant to
the terms of the Plans.


                              SECTION 5
                        INVESTMENT AUTHORITY

     (a) In no event may Trustee invest in securities (including stock or rights
to acquire  stock) or  obligations  issued by  Company,  other than a de minimis
amount held in common investment  vehicles in which Trustee invests.  All rights
associated  with assets of the Trust shall be exercised by Trustee or the person
designated by Trustee, and shall in no event be exercisable by or rest with Plan
participants.

     (b) Trustee shall invest and reinvest the principal and income of the Trust
and keep the Trust invested,  without  distinction between principal and income,
in such instruments as Trustee in its sole discretion shall determine consistent
with such written  investment  guidelines as the Finance  Committee of Company's
Board of  Directors  may from  time to time  provide.  Trustee  may rely on such
written  guidelines  and,  except as  otherwise  provided by law,  shall have no
liability for following such  guidelines.  In the event Company fails to provide
written investment guidelines,  Trustee shall invest the Trust in one or more of
the following  instruments,  as Trustee in its sole discretion  shall determine:
U.S. Treasury bills,  notes or bonds; U.S.  Government agency  securities;  time
deposits; certificates of deposit (issued by financial institutions rated A or B
by Keefe, Bruyette & Woods);  commercial paper (rated A-1 by Standard & Poors or
P-1 or better by Moody's Investor  Service);  bankers'  acceptances;  repurchase
agreements;  and pooled short-term  investment  funds. In addition,  Trustee may
invest or  reinvest  all or any  specified  portion of the Trust in any  common,
collective  or  commingled  trust  fund  which  has  been  or may  hereafter  be
established and maintained by Trustee.  Notwithstanding the foregoing provisions
of this  paragraph  (b) to the  contrary,  Trustee  shall,  from  time to  time,
liquidate Trust  investments to the extent  necessary to make a payment required
under this Trust Agreement.

     (c) Company shall have the right, at any time, and from time to time in its
sole discretion,  to substitute  assets of equal fair market value for any asset
held by the Trust.


<PAGE>

                                 SECTION 6
                           DISPOSITION OF INCOME

     During the term of this Trust,  all income  received  by the Trust,  net of
expenses and taxes, shall be accumulated and reinvested.


                                 SECTION 7
                           ACCOUNTING BY TRUSTEE

     (a) Trustee shall keep or cause to be kept  accurate and detailed  accounts
of any receipts, investments, disbursements and other transactions hereunder and
all necessary and appropriate records required to identify correctly and reflect
accurately  the  condition of the Trust.  All such accounts and records shall be
open to inspection and audit at all reasonable times by any person, including an
independent public accountant, designated by Company, and shall be preserved (in
original form or on microfilm,  magnetic tape or any other similar  process) for
such period as Trustee may  determine.  Trustee may destroy  such  accounts  and
records only after  notifying  Company in writing of its  intention to do so and
transferring to Company any of such documents requested in writing by Company.

     (b) Within 30 days  after the close of each  calendar  year,  and within 30
days after the  removal or  resignation  of  Trustee or the  termination  of the
Trust,  Trustee  shall file with  Company a written  account  setting  forth all
investments,  receipts,  disbursements,  and other  transactions  effected by it
during the preceding  calendar  year, or during the period from the close of the
preceding  calendar  year  to  the  date  of  such  removal,   resignation,   or
termination.  Such account shall include a description  of all  investments  and
securities  purchased and sold with the cost of such purchase or net proceeds of
such sales and showing all cash, securities,  and other property held at the end
of such calendar year or other period.

     (c)  Nothing  contained  in this  Trust  Agreement  shall be  construed  as
depriving Trustee,  Company,  or Plan participants or their beneficiaries of the
right to have a judicial settlement of Trustee's  accounts.  Upon any proceeding
for a judicial  settlement of Trustee's  accounts or for instructions,  the only
necessary parties thereto, in addition to Trustee, shall be Company and the Plan
participants or their beneficiaries.

     (d) In addition to any returns  required of Trustee by law,  Trustee  shall
prepare and file such tax  returns and other  reports as Company and Trustee may
from time to time agree in writing are necessary or advisable.


<PAGE>

                                SECTION 8
                        RESPONSIBILITY OF TRUSTEE

     (a) Trustee shall act with the care,  skill,  prudence and diligence  under
the circumstances  then prevailing that a prudent person acting in like capacity
and familiar with such matters would use in the conduct of an enterprise of like
character  and with like aims,  provided,  however,  that Trustee shall incur no
liability to any person for any action taken pursuant to a direction, request or
approval given by Company which is contemplated  by, and in conformity with, the
terms of the Plans or this  Trust and is given in  writing  by  Company.  In the
event of a dispute between Company and a party,  Trustee may apply to a court of
competent jurisdiction to resolve the dispute.

     (b) Trustee may  commence or defend suits or legal  proceedings,  represent
the Trust in all such actions, and settle,  compromise, or submit to arbitration
any  disputes  involving  the  Trust.  If  Trustee  undertakes  or  defends  any
litigation  arising in connection  with this Trust,  Company agrees to indemnify
Trustee against Trustee's costs,  expenses and liabilities  (including,  without
limitation,  attorneys' fees and expenses)  relating thereto and to be primarily
liable for such  payments.  If Company  does not pay such  costs,  expenses  and
liabilities in a reasonably  timely manner,  Trustee may obtain payment from the
Trust.

     (c)  Trustee  may engage or consult  with  legal  counsel  (who may also be
counsel for Company generally),  accountants,  enrolled actuaries,  or any other
suitable  agents to assist it in  performing  any of its  duties or  obligations
hereunder;  rely upon the advice of such  counsel,  accountants,  actuaries,  or
agents; and pay the reasonable fees, expenses, and compensation of such counsel,
accountants, actuaries, or agents from the Trust to the extent that they are not
paid by Company.

     (d) Trustee shall have, without exclusion, all powers conferred on Trustees
by  applicable  law,  unless  expressly  provided  otherwise  herein,  provided,
however,  that if an insurance policy is held as an asset of the Trust,  Trustee
shall have no power to name a beneficiary of the policy other than the Trust, to
assign the policy (as  distinct  from  conversion  of the policy to a  different
form) other than to a successor  Trustee,  or to loan to any person the proceeds
of any borrowing against such policy.

     (e)  Notwithstanding  any powers granted to Trustee  pursuant to this Trust
Agreement or to applicable law, Trustee shall not have any power that could give
this Trust the  objective  of  carrying  on a business  and  dividing  the gains
therefrom,  within the  meaning  of  section  301.7701-2  of the  Procedure  and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.

<PAGE>


                              SECTION 9
                  COMPENSATION AND EXPENSES OF TRUSTEE

     (a) Company shall pay Trustee such reasonable compensation for its services
hereunder  as may be agreed  upon in writing  from time to time by  Company  and
Trustee.  Company shall also pay the reasonable  expenses incurred by Trustee in
the performance of its duties under this Trust Agreement.  Such compensation and
expenses  shall be paid from the Trust to the  extent  that they are not paid by
Company.

     (b) Company shall pay any taxes which are lawfully  levied or assessed upon
or become  payable  with  respect  to the Trust.  To the  extent  that any taxes
lawfully  levied or  assessed  upon the Trust are not paid by  Company,  Trustee
shall pay such taxes out of the Trust.  Trustee  shall  contest the  validity of
taxes in any manner deemed appropriate by Company,  but at Company's expense. In
the alternative, Company itself may contest the validity of any such taxes.


                           SECTION 10
                  Resignation and Removal of Trustee

     (a)  Trustee  may resign at any time by written  notice to  Company,  which
shall be  effective  60 days after  receipt of such  notice  unless  Company and
Trustee agree otherwise.

     (b)  Trustee  may be removed by Company  with or without  cause at any time
upon at least 60 days'  notice in writing to  Trustee,  or upon  shorter  notice
accepted  by  Trustee.  In the  event  of  such  removal,  or a  resignation  in
accordance  with Section  10(a)  hereof,  Trustee shall duly file with Company a
written account as provided in Section 7(b) hereof.

     (c) Upon  resignation or removal of Trustee and  appointment of a successor
Trustee,  all assets shall subsequently be transferred to the successor Trustee.
The  transfer  shall be  completed  within 60 days  after  receipt  of notice of
resignation, removal, or transfer, unless Company extends the time limit.

     (d) If Trustee resigns or is removed,  a successor  shall be appointed,  in
accordance  with Section 11 hereof,  by the  effective  date of  resignation  or
removal under paragraphs (a) or (b) of this Section.  If no such appointment has
been  made,  Trustee  may  apply  to  a  court  of  competent  jurisdiction  for
appointment  of a  successor  or for  instructions.  All  expenses of Trustee in
connection with the proceeding  shall be allowed as  administrative  expenses of
the Trust.

<PAGE>


                               SECTION 11
                       APPOINTMENT OF SUCCESSOR

     (a) Within 60 days after the date of a notice of  resignation or removal of
Trustee, in accordance with Section 10(a) or (b) hereof, Company shall designate
any third  party,  such as a bank trust  department  or other  party that may be
granted  corporate  trust  powers  under state law,  as a  successor  to replace
Trustee upon  resignation or removal.  The  appointment  shall be effective when
accepted  in  writing by the new  Trustee,  who shall have all of the rights and
powers of the former Trustee,  including  ownership  rights in the Trust assets.
The  former  Trustee  shall  execute  any  instrument  necessary  or  reasonably
requested by Company of the successor Trustee to evidence the transfer. The word
"Trustee"  wherever used herein,  except where the context  otherwise  requires,
shall be deemed to include any successor Trustee.

     (b) The  successor  Trustee  need not  examine  the records and acts of any
prior  Trustee and may retain or dispose of existing  Trust  assets,  subject to
Sections 7 and 8 hereof.  The successor Trustee shall not be responsible for and
Company  shall  indemnify  and defend the  successor  Trustee  from any claim or
liability resulting from any action or inaction of any prior Trustee or from any
other past event,  or any  condition  existing at the time it becomes  successor
Trustee.

     (c) Any  corporation  into which Trustee may be merged or with which it may
be consolidated,  or any corporation resulting from any merger,  reorganization,
or  consolidation  to which Trustee may be a party,  or any corporation to which
all or substantially  all the trust business of Trustee may be transferred shall
be the  successor of Trustee  hereunder  without the  execution or filing of any
instrument or the performance of any act.


                              SECTION 12
                       AMENDMENT OR TERMINATION

     (a) This Trust Agreement may be amended by a written instrument executed by
Trustee and Company.  Notwithstanding  the foregoing,  no such  amendment  shall
conflict with the terms of the Plans or shall make the Trust  revocable after it
has become irrevocable in accordance with Section 1(b) hereof.

     (b) The Trust shall not terminate until the date on which Plan participants
and their beneficiaries are no longer entitled to benefits pursuant to the terms
of the Plans.  Upon  termination of the Trust any assets  remaining in the trust
shall be returned to Company.

<PAGE>


                              SECTION 13
                             MISCELLANEOUS

     (a) Any  provision  of this  Trust  Agreement  prohibited  by law  shall be
ineffective  to the extent of any such  prohibition,  without  invalidating  the
remaining provisions hereof.

     (b) Benefits  payable to Plan  participants and their  beneficiaries  under
this  Trust  Agreement  may not be  anticipated,  assigned  (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

     (c) This Trust  Agreement  shall be governed by and construed in accordance
with the laws of the State of Maine.

     (d) For purposes of this Trust,  Change in Control  Event shall mean one of
the following events:

     (1) Any person acquires beneficial ownership of Company securities and
     is or thereby becomes a beneficial owner of securities entitling such
     person to exercise 27 percent or more of the combined voting power of
     Company's then outstanding stock.

     For purposes of this paragraph (d)(1), "beneficial ownership" shall be
     determined in accordance with Regulation 13D under the Securities
     Exchange Act of 1934, or any similar successor regulation or rule; and
     the term "person" shall include any natural person, corporation,
     partnership, trust or association, or any group or combination
     thereof, whose ownership of Company securities would be required to be
     reported under such Regulation 13D, or any similar successor
     regulation or rule.

     (2) Within any 25-month period, individuals who were Outside
     Directors at the beginning of such period, together with any other
     Outside Directors first elected as directors of Company pursuant to
     nominations approved or ratified by at least two thirds (2/3) of the
     Outside Directors in office immediately prior to such respective
     elections, cease to constitute a majority of the Board of Directors of
     Company.

     For purposes of this paragraph (d)(2), an "Outside Director" as of a
     given date shall mean a member of Company's Board of Directors who has
     been a director of Company throughout the 6 months prior to such date
     and who has not been an employee of Company at any time during such
     6-month period.

<PAGE>

     (3) Company ceases to be a reporting  Company  pursuant to Section 13(a) of
the Securities Exchange Act of 1934 or any similar successor provision.

     (4) Company's stockholders approve:

         (A) any consolidation or merger of Company in which Company is
    not the continuing or surviving corporation or pursuant to which shares
    of Company common stock would be converted into cash, securities, or
    other property, other than a merger or consolidation of Company in
    which the holders of Company's common stock immediately prior to the
    merger or consolidation have substantially the same proportionate
    ownership and voting control of the surviving corporation immediately
    after the merger and consolidation; or

         (B) any sale, lease, exchange, liquidation or other transfer (in
    one transaction or a series of transactions) or all or substantially
    all of the assets of Company.

     Notwithstanding (A) and (B) above, the term "Change in Control Event" shall
not  include  a  consolidation,   merger,   or  other   reorganization  if  upon
consummation of such transaction all of the outstanding  voting stock of Company
is owned,  directly  or  indirectly,  by a holding  Company,  and the holders of
Company's common stock immediately  prior to the transaction have  substantially
the same proportionate ownership and voting control of the holding Company.

     (e) Trustee accepts the Trust established under this Trust Agreement on the
terms and conditions  set forth herein and agrees to discharge  fully all of the
duties and perform faithfully all of the obligations  imposed upon it under this
Trust Agreement.

     (f) Trustee  assumes no  obligation or  responsibility  with respect to any
action required under this Trust Agreement on the part of Company.

     (g) Except as otherwise required by law, a third party dealing with Trustee
shall not be  required  to  inquire as to the  authority  of Trustee to take any
action or the  validity or  propriety  of any act of  Trustee,  nor be under any
obligation to see to the proper application by Trustee of any Trust property.

     (h) The Trust  shall in no manner be liable  for or subject to the debts or
liabilities of any Plan participant or beneficiary.


<PAGE>

                                SECTION 14
                              EFFECTIVE DATE

     The effective date of this Trust  Agreement shall be the date first written
above.

     IN WITNESS  WHEREOF,  this Trust  Agreement  has been duly  executed by the
parties hereto as of the day and year above written.

Witness:                           HANNAFORD BROS. CO.



                                   By
                                     Its


Witness:                           STATE STREET BANK AND TRUST COMPANY,
                                   TRUSTEE



                                   By
                                     Its



<PAGE>


                                  APPENDIX A
                   Nonqualified Deferred Compensation Plans
                             of Hannaford Bros. Co.

1. The Hannaford Bros. Co. Deferred Compensation Plan for Officers, as the
   same may be amended from time to time.

1. The Hannaford Nonqualified Savings and Investment Plan, as the same may
   be amended from time to time.

1. The Hannaford Supplemental Executive Retirement Plan, as the same may be
   amended from time to time.

1. The Employment Continuity Agreement with Richard A. Anicetti, dated
   April 26, 1999.

1. The Employment Continuity Agreement with Hugh G. Farrington, dated May
   19, 1998, and amended February 17, 1999, as the same may be amended from
   time to time.

1. The Employment Continuity Agreement with Paul A. Fritzson, dated May 19,
   1998, and amended April 20, 1999, as the same may be amended from time
   to time.

1. The Employment Continuity Agreement with Andrew P. Geoghegan, dated May
   19, 1998, and amended April 2, 1999, as the same may be amended from
   time to time.

1. The Employment Continuity Agreement with Ronald C. Hodge, dated May 19,
   1998, and amended May 3, 1999, as the same may be amended from time to
   time.

1. The Employment Continuity Agreement with Blythe J. McGarvie, dated May
   19, 1998, and amended February 17, 1999, as the same may be amended from
   time to time.

1. The Employment Continuity Agreement with Michael J. Strout, dated May
   19, 1998, and amended April 2, 1999, as the same may be amended from
   time to time.

1. The Employment Continuity Agreement with Arthur A. Aleshire, dated
   February 17, 1999.

1. The Employment Continuity Agreement with Garrett D. Bowne, IV, dated
   February 17, 1999.
<PAGE>


1. The Employment Continuity Agreement with Steven H. Brinn, dated February
   17, 1999.

1. The Employment Continuity Agreement with Shelley G. Broader, dated
   February 17, 1999.

1. The Employment Continuity Agreement with Thomas B. Furber, dated
   February 17, 1999.

1. The Employment Continuity Agreement with Margaret M. Ham, dated
   February 17, 1999.

1. The Employment Continuity Agreement with Michael A. Harris, dated
   February 17, 1999.

1. The Employment Continuity Agreement with Steven G. Hitchcock, dated
   February 17, 1999.

1. The Employment Continuity Agreement with William L. Homa, dated
   May 17, 1999.

1. The Employment Continuity Agreement with Kenneth C. Johnson, dated
   February 17, 1999.

1. The Employment Continuity Agreement with Lisa R. Kranc, dated
   February 17, 1999.

1. The Employment Continuity Agreement with Karen L. Mank, dated
   February 17, 1999.

1. The Employment Continuity Agreement with Amos E. Merrow, dated
   February 17, 1999.

1. The Employment Continuity Agreement with Beth M. Newlands Campbell,
   dated February 17, 1999.

1. The Employment Continuity Agreement with Cindy A. Schlaepfer,
   February 18, 1999.

1. The Employment Continuity Agreement with Robert J. Stapleton,
   dated April 1, 1999.

1. The Employment Continuity Agreement with Charles F. Wilson, dated
   February 17, 1999.

1. The Employment Continuity Agreement with Joyce Wilson-Sanford,
   dated February 17, 1999.
<PAGE>


1. The Employment Continuity Agreement with Bradford A. Wise, dated
   February 17, 1999.

1. The Employment Continuity Agreement with Brian E. Zappala, dated
   February 17, 1999.