Board Resolution                                                    Exibit 10.53

May 13, 2003


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 1, 2003, shall be the sum of (i)
a  $16,500  annual  base fee for the  Chairperson  of the  Audit  Committee  and
Compensation  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.