2003 Compensation Charter: AICOOB

COMPENSATION & BENEFITS COMMITTEE CHARTER


--------------------------------------------------------------------------------

I. Purpose & Goals.

The Committee's purpose shall be to establish compensation policies, plans and provisions which support the Company's objectives to attract, retain and motivate qualified executives and directors and produce an annual report on executive compensation for inclusion in the Company's annual proxy statement.

II. Membership.

The Governance and Nominating Committee will recommend and the Board will appoint a Chairperson and other members to this committee annually. The Committee will have a minimum of three independent directors as members, who shall meet a minimum of four times per year.

III. Duties and Responsibilities.

In addition to such other compensation and benefit matters the Board or Governance and Nominating Committee may assign, the Committee shall:

1. Define a Policy Statement as to targeting compensation levels for directors and senior management of the Company.

2. Establish overall compensation and benefit programs and practices for executives and directors with an emphasis on market-based competitiveness and alignment with the performance of mission, strategies and financial objectives of the Company. In this regard, the Committee shall consult with the Governance and Nominating Committee. It is the policy of the Company not to make loans to directors and senior management.

3. Review annually total compensation programs to ensure full compliance with tax, accounting and legal regulatory requirements.

4. Review and approve the contents of securities and other regulatory filings related to compensation matters, including those related to the creation or modification of incentive compensation plans and equity-based compensation plans for which shareholder approval is sought.

5. Appoint experienced independent consultants on a periodic basis for the purpose of reviewing the Company's executive and director remuneration practices.

6. As requested by the Board or the Chief Executive Officer, the Committee shall review, advise and/or make recommendations on matters related to any other compensation or benefit plans which relate to competitiveness, fairness and equity.

7. Oversee the administration of the Company's benefit programs, including pension plan benefits and amendments or modifications of such plans.

8. Establish annually goals and objectives relevant to compensation for the Chief Executive Officer and periodically evaluate his performance against those goals and objectives.

9. Establish and review annually the Chief Executive Officer's compensation, including base salary, incentive programs, stock-based awards, perquisites, supplemental benefits and other executive compensation items to appropriately attract, retain and motivate the Chief Executive Officer consistent with his goals and objectives and performance against same.

10. For officers and executives reporting to the Chief Executive Officer (or others as necessary to provide perspective), review, modify and/or approve annually the Chief Executive Officer's recommendations on base salaries, incentive programs, stock-based awards, perquisites, supplemental benefits and other executive compensation items to appropriately attract, retain and motivate this group of associates.

11. Review and approve annually in consultation with the Governance and Nominating Committee non-employee directors' compensation, including retainers, fees, stock-based awards and other compensation and expense items to appropriately attract and retain these individuals and align their interests with those of shareholders.

12. Issue an annual report on executive compensation in accordance with applicable rules and regulations of the Securities and Exchange Commission for inclusion in the Company's proxy statement.

13. Annually evaluate the performance of the Committee and the contributions of its members and provide such evaluation to the Governance and Nominating Committee.