Exhibit 10.53




                  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 shall be the sum of
         (i) a$16,500 annual base fee for each Chairman of the Audit Committee,
         Compensation Committee and the Nomination & Governance Committee and a
         $14,000 annual base fee for other outside directors, plus $1,000 for
         each non-telephonic Board of Directors meeting attended (whether such
         attendance is in person or via telephone), $500 for each Committee
         meeting (telephonic or non-telephonic) attended and $500 for each
         telephonic Board of Directors meeting attended, payable quarterly in
         arrears; and (ii) one annual grant of 2,500 shares of the Corporation's
         common stock as of each Annual Shareholders' Meeting at which the
         outside director is elected (or re-elected) as a director of the
         Corporation, effective July 1, 2005.