RESOLVED, that in addition to the options awarded under the
         1998 Long-Term Incentive Plan, as Amended and Restated, the annual fee
         paid to each of the Corporation's outside directors, effective May 15,
         2002, shall be paid the sum of (i) a $7,000 annual base fee, plus
         $1,000 for each non-telephonic Board of Directors meeting attended,
         $500 for each telephonic Board of Directors meeting attended, $500 for
         each non-telephonic Committee meeting attended and $250 for each
         telephonic Committee meeting attended, payable quarterly in arrears;
         and (ii) two annual distributions of the Corporation's common stock,
         each valued at $3,500, distributed on or about July 1 and January 1,
         with such stock being valued based on its closing price on the last
         trading day preceding the applicable distribution date.


Adopted by the Board of Directors on 5/15/02



                  RESOLVED, that effective October 1, 2002 that the compensation
         of the Chairperson of the Audit Committee be, and the same hereby is,
         increased by $2,500 per annum, with such increase being payable on a
         quarterly basis.

                  RESOLVED, that $500 shall be paid for outside director's
         participation and/or attendance at each meeting of the Audit Committee,
         Personnel and Compensation Committee, Executive Committee and Option
         Committee, including telephonic meetings, when such director is a
         member of such Committee, and for participation in and/or attendance at
         telephonic meetings of the Board of Directors.


Adopted by the Board of Directors on 10/15/02