Exhibit 10.53




     RESOLVED,  that in addition  to the stock  awarded  under the 2006  Omnibus
Incentive  Plan,  the  annual  fee  paid to each  of the  Corporation's  outside
directors shall be the sum of (i) a $31,500 annual base fee for each Chairman of
the Audit  Committee,  Compensation  Committee  and the  Nomination & Governance
Committee and a $29,000 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,  effective June 1,
2006;  and (ii) one annual  grant of 3,500  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  May 24,
2006.