COMPENSATION COMMITTEE CHARTER


1. PURPOSE
The function of the Compensation Committee is to assist the Board of Directors in fulfilling its oversight responsibilities relating to executive compensation and to produce the Committee report included in the annual proxy statement in accordance with applicable SEC rules and regulations.

2. RESPONSIBILITIES

The Compensation Committee's responsibilities include:

- the Nominating and Corporate Governance Committee's evaluation of the CEO's performance; and
- a peer group analysis conducted by independent consultants and recommendations of independent consultants, in each case, if requested by the Committee.

In addition, in determining the long-term incentive compensation of the CEO, the Compensation Committee will consider, among other factors, the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to the Company's CEOs in past years. Notwithstanding the foregoing, if any grant or award to the CEO is intended to qualify for the performance-based compensation exemption from the limitations on deductibility of executive compensation imposed by Section 162(m) of the Internal Revenue Code or any successor thereto, the Compensation Committee, rather than the Board, shall approve such award, but it may refer such award to the Board for ratification.

3. MEMBERSHIP AND ORGANIZATION

4. MEETINGS

The Committee shall meet at least four times annually, or more frequently if circumstances dictate. Committee meetings shall be called and conducted in the manner provided for in the Bylaws of the Company.

5. ADVISORS

The Committee shall have the sole authority, at the expense of the Company, to retain (including authority to approve fees and other retention terms) and terminate compensation consultants to assist it in the evaluation of executive compensation. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting, or other advisors as it shall deem appropriate without management approval.

6. PERFORMANCE REVIEW

The Committee shall evaluate its performance annually.

The Compensation Committee's responsibilities and powers, as delegated by the Board of Directors, are set forth in this Charter.