Charter of the Compensation Committee

As adopted by the Compensation Committee on February 12, 2003, and by the Board of Directors on April 10, 2003; and as amended by the Compensation Committee on July 14, 2005.

Purpose:

The Compensation Committee shall discharge the Board's responsibilities relating to the Total Compensation (defined as compensation, benefits and perquisites) of the Company's Chief Executive Officer and other Senior Executives in a manner consistent with and in support of the business objectives of the Company, competitive practice, and all applicable rules and regulations.

Committee Authority and Responsibilities:

The authority and responsibilities of the Committee are described below:

1.       The Committee will provide oversight for the overall compensation philosophy of the Company.

2.       The Committee will approve all aspects of Total Compensation for the Chief Executive Officer of the Company ("CEO"), including, but not limited to:

(A)

  

A review of corporate and individual goals and objectives relevant to CEO Total Compensation, an evaluation of the CEO's performance relative to those goals and objectives, and a determination of the CEO's Total Compensation level based on this evaluation.

(B)

  

In determining the long-term incentive component of CEO Total Compensation, the Committee will consider the Company's performance, relative shareholder return, the value of long-term incentive compensation given to CEO's at comparable companies, and the awards given to the CEO in past years.

3.        

4.       The Committee will review and approve proposals made by the CEO with regard to the Total Compensation of Senior Executives of the Company, such review to include, at a minimum, the Section 16 Officers whose compensation treatment is disclosed in the proxy statement of the Company.

5.       When fulfilling its responsibilities under Items 1 and 2 (above), the Committee will consider the Total Compensation of all levels of employees within the Company, in order to provide an appropriate context for making decisions at the Senior Executive levels.

6.       The Committee will make recommendations to the Board with respect to incentive compensation and equity-based incentive plans that require shareholder approval, and will govern the Company's shareholder-approved award and options plan(s). The plan governance role of the Committee will include the authority to adopt, administer, approve, and ratify awards, including amendments to the awards made under any such plans, and the review and monitoring of awards under such plans.

7.       The Committee will review and recommend the adoption of significant Benefits Plans and changes to Benefits Plans to the Board of Directors.

8.       The Committee shall produce an annual report on Senior Executive compensation for inclusion in the Company's proxy statement in accordance with all applicable rules and regulations.

9.       The Committee will report regularly to the Board of Directors on Committee findings, recommendations, and any other matters the Committee deems important. Maintain minutes and other records of Committee activities.

10.    The Committee will perform such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board of Directors of the Company, and/or the Chairman of the Board of Directors.

Membership:

The Committee shall consist of at least three members to be elected by the Board of Directors at its first meeting following the Annual Meeting of Stockholders. A Committee Chair will be designated by the Board of Directors. The Compensation Committee may form and delegate authority to subcommittees when appropriate.

All members of the Committee shall be "independent directors" as determined by the Board of Directors pursuant to the Company's Corporate Governance Guidelines and the New York Stock Exchange Listing Standards, and shall meet any other applicable standards of the Securities Exchange Act of 1934 and rules and regulations promulgated thereunder, as they may from time to time be amended. New Committee Members will receive appropriate training and orientation.

Meetings:

The Committee shall meet at least four times a year, and additionally as appropriate. A majority of the members shall constitute a quorum. The Committee will meet regularly in executive session.

Annual Review of the Charter and Performance:

The Committee Charter shall be reviewed at least annually and revised as appropriate. The Committee shall conduct an annual evaluation of Committee performance.

Reports to the Board of Directors:

The Committee shall make regular reports to the Board of Directors.

Outside Counsel, Auditors or Other Consultants:

The Committee has sole authority to retain and terminate the consulting firm, if any, used to assist in fulfilling their responsibilities in determining CEO and Senior Executive Total Compensation levels.