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            EXHIBIT 10.3 - SUMMARY OF RETIREMENT AGREEMENT WITH LARRY
                      I. KANE DATED EFFECTIVE JULY 31, 1998


1.       EMPLOYMENT AND RETIREMENT FROM EMPLOYMENT

Retirement as Chief Executive Officer of the Corporation shall be effective at
the close of business on July 31, 1998, or such earlier date as is mutually
agreed. All salary and any benefits due as of the retirement date according to
the established policies, plans and procedures of the Corporation shall be paid
or made available in accordance with the terms of those established policies,
plans and procedures. Moreover, any benefit continuation or conversion rights
existing under such established plans of the Corporation shall be made available
in accordance with the terms of such established plans.

2.       SEVERANCE PAY AND RETIREMENT BENEFITS

The following severance pay and benefits shall be made to Mr. Kane:

         (a)      Severance pay shall consist of One Million Dollars
                  ($1,000,000.00) payable in a lump sum on August 7, 1998.

         (b)      Severance benefits shall consist of continued medical, dental,
                  life, disability and vision insurance coverages for life for
                  Mr. Kane and spouse on the same basis as provided to employees
                  of the Corporation and their spouses under the Corporation's
                  benefit plans (the "Current Plans") as of the date of this
                  letter (and unaffected by any changes to or eliminations in
                  the coverages provided to employees of the Corporation after
                  the date of this letter), but subject to (w) any requirements
                  for employee contributions; (x) provisions in the Current
                  Plans under which benefit coverages are decreased or
                  eliminated at specified ages, (y) prevailing insurance norms
                  that would result in loss or reduction of coverage as a result
                  of employment status (such as with respect to disability
                  coverage), and (z) other conditions, restrictions and
                  limitations applicable to such coverages, subject to the
                  following:

                  (i)      At the Corporation's option, such coverages shall be
                           provided (A) under the Corporation's benefit plans,
                           unless such coverage is not consistent with the terms
                           thereof; (B) by providing cash payments as necessary
                           to pay the premiums on an individual policy or
                           policies identified by the Corporation that, to the
                           extent possible under prevailing insurance norms and
                           the health condition of Mr. Kane and/or spouse, will
                           provide such coverages; or (C) through a combination
                           of such plans or such payments;

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Mr. Larry Kane
July 23, 1998
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                  (ii)     If at any time, the Corporation ceases to provide one
                           or more of such coverages to its employees, such
                           coverages shall be provided by means of cash payments
                           as described in subparagraph (i);

                 (iii)     Notwithstanding subparagraphs (i) and (ii), at Mr.
                           Kane or spouse's request, the Corporation's
                           obligations under this paragraph (b) shall be
                           discharged by its establishment of an irrevocable
                           trust (which trust shall provide for a reversion to
                           the Corporation or its successor of any amounts
                           remaining after all liabilities have been discharged)
                           into which the Corporation shall deposit such sums as
                           are determined to be necessary by an actuary mutually
                           acceptable to Mr. Kane and the Corporation to make
                           the cash payments described in subparagraph (i) for
                           the remaining life expectancy of Mr. Kane and spouse;
                           provided that, the establishment and funding of such
                           trust shall be accomplished in a manner that, to the
                           extent possible, does not result in the recognition
                           of income to Mr. Kane, unless Mr. Kane consents to
                           such establishment and/or funding notwithstanding
                           such tax consequences;

                  (iv)     At any time that Mr. Kane or spouse is eligible for
                           coverage under Medicare or any government-provided
                           health care arrangement, such arrangement shall be
                           the primary provider of medical insurance coverage,
                           and the Corporation's medical insurance coverage
                           obligation under this paragraph (b) shall be
                           discharged by providing payment (directly or, if a
                           trust has been established as described in
                           subparagraph (iii), from such trust) for (A) any
                           government-required premiums; and (B) any premiums
                           under a Medigap or similar Medicare supplement policy
                           or arrangement; and

                   (v)     No later than August 31, 1998, Mr. Kane and the
                           Corporation shall enter into a form of trust
                           agreement, which shall govern the trust, if any,
                           established pursuant to subparagraph (iii), which
                           trust agreement shall not be inconsistent with the
                           provisions of this paragraph (b) or the rest of the
                           provisions of this letter agreement.


5.       BOARD SERVICE

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Mr. Kane will retire as Chairman of the Board of Directors of the Corporation,
effective at the same time as retirement from employment. Mr. Kane agrees to
serve as member of the Board of Directors as elected by the shareholders of the
Corporation. As an outside Director, Mr. Kane receives the same compensation and
benefits as other outside Directors, as determined from time to time, including
such compensation and benefits as are provided to new outside Directors
effective at the same time as retirement from employment.







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