Compensation Committee


Statement of Duties and Responsibilities

The following statement of Duties and Responsibilities of the Compensation Committee was adopted June 4, 2003, by the Board of Directors of the Corporation in accordance with Article IV of the By-laws.
The Compensation Committee shall:

1.       Recommend action to the Board of Directors and review implementation of any instructions, policies, plans and programs approved and adopted by the Board of Directors pertaining to such responsibility as assigned to the Compensation Committee.


2.       Oversee and review the development and maintenance of the compensation structure, policies, and procedures, including:


1.       Review and recommend to the Board of Directors position grading and salary level for executive officers.

2.       Annually review performance evaluations of all executive officers, and recommend salary adjustments and bonus payments, if any, to the Board based on proposals of the CEO.

3.       Recommend to the Board of Directors objectives and criteria for assessing CEO performance.

4.       Conduct and review with Board of Directors annual evaluation of CEO performance and make compensation recommendations.

5.       Annually review board responsibilities and compensation and recommend adjustments, if any, to the board.