Compensation Committee Charter



Amended and Restated August 13, 2004

I. Purpose

The purpose of the Compensation Committee is to assist the Board of Directors in fulfilling its responsibilities with respect to administering the Company's stock option plans and Incentive Stock Plan, to review and approve contracts and other arrangements for executives of the Company, to evaluate the performance of and set the compensation for the Chief Executive Officer, to prepare an annual report on executive compensation for inclusion in the proxy statement and to oversee the Company's diversity and community relations programs.

II. Organization

The Compensation Committee shall be appointed by the Board of Directors from time to time and shall consist of three or more directors, each of whom shall meet the independence requirements of the New York Stock Exchange. Additionally, members of the Compensation Committee must qualify as "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, and as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code. The Board of Directors shall appoint one member of the Committee as the Chair.

         The Compensation Committee shall meet at least three times annually, or more frequently if circumstances dictate. At least two of these meetings shall be in person, while others may be conducted telephonically.

         The Chair (or in his or her absence, a member designated by the Chair) shall preside at all meetings of the Compensation Committee. The Chair shall be responsible for leadership of the Committee, including scheduling meetings, preparing agendas and making regular reports to the Board of Directors.

         The Compensation Committee shall have complete access to management. The Compensation Committee may invite members of management or others to attend the Committee's meetings and provide pertinent information as appropriate.

         Minutes of each Compensation Committee shall be prepared and sent to all Compensation Committee members.

         The Compensation Committee shall evaluate and assess the effectiveness of the Committee and the adequacy of this Compensation Committee Charter on an annual basis and recommend any proposed changes to the Board of Directors.

The Compensation Committee shall have the authority to retain and approve the fees and retention terms of external legal, accounting or other advisors as it deems appropriate.

III. Responsibilities and Duties