Compensation Committee Charter

         I.            Mission Statement

The Compensation Committee (the "Committee") shall assist the Board of Directors in fulfilling its responsibilities by:

                                             Evaluating executive and board compensation to insure that they are competitive and serve to accomplish the Company's compensation goals as determined from time to time;

                                             Approving changes in executive and board compensation plans, policies, metrics and standards;

                                             Evaluating the compensation of directors;

                                             Administering and approving payment under incentive (cash or equity) compensation plans;

                                             Establishing goals for the Chief Executive Officer ("CEO");

                                             Reviewing the performance of the CEO;

                                             Evaluating senior management development and succession plans;

                                             Evaluating pension plan performance; and

                                             Producing an annual report on executive compensation for inclusion in the Company's annual proxy statement.

The Committee has the sole authority to retain or terminate any consultant (and to approve such firm's fees and retention terms) for the purpose of assisting in the evaluation of director, CEO or senior executive compensation. Each member of the Committee shall work diligently to obtain an understanding of the detailed responsibilities of Committee membership as well as the Company's business and operations and the competitive compensation structure for companies similarly situated.

        II.            Organization

The Committee shall be comprised of two or more directors, each of whom shall be independent and free from any relationship which, in the opinion of the Board, would interfere with the exercise of his or her independent, unbiased judgment as a member of the Committee. The term "independent" and "independence" shall be as defined in the New York Stock Exchange Corporate Accountability and Listing Standards.

The members of the Committee shall be appointed or removed by the Board in consultation with the Chairman, which shall also select or remove the Chairperson of the Committee. Appointments or removals, resignations and terminations, will occur in accordance with procedures established by the Governance Committee of the Board of Directors from time to time. The Company will adequately fund the budget of the Committee. The Committee shall meet at least two times annually, or more frequently as circumstances dictate. On an annual basis, the Committee must complete a written evaluation of its performance against its charter and goals established annually by the Committee for itself.

      III.            Duties and Responsibilities

1.       Annually or more frequently, if desired, review and approve goals and objectives relevant to CEO compensation.

2.       Annually or more frequently, if desired, evaluate the CEO's performance in light of approved goals and objectives.

3.       Determine the short-term and long-term compensation of the CEO and report amounts and determination criteria and recommend to the Board for approval.

4.       In determining the long-term component of CEO compensation, consider, as appropriate in the Committee's view, the Company's performance both absolutely and relative to its peers (as determined by the Committee), relative shareholder value, the value of similar types of incentive awards to CEOs at comparable companies and awards made to CEOs of NYSE-listed companies in the recent past.

5.       Evaluate all components of executive compensation (including expense reimbursement and perquisites) at regular intervals to make certain they are competitive and further the articulated compensation objective of the Company.

6.       Approve any completely new executive compensation plans and recommend action to the Board, subject to applicable rules and regulations relating to shareholder approval.

7.       Approve all changes in executive compensation plans, policies, metrics and standards and subject to applicable plan provisions, rules and regulations relating to shareholder approval. Insure that the executive compensation program is properly structured to recruit and retain able executives, to incentivize and reward performance both on an absolute and relative basis, and reflect the long-term interests of the shareholders.

8.       Administer all cash and equity-based compensation plans (and monitor management activity and payouts under these plans) in a manner consistent with their intended purposes, applicable policies and the shareholders' interests.

9.       Determine, based on competitive data relating to companies similarly situated to the Company, the fees of independent directors and submit recommendations to the full Board for ratification. Directors may receive only cash and stock as fees in accordance with policies adopted by the Board from time to time.

10.    Evaluate senior management development and succession plans, programs and processes.

11.    Evaluate pension plans and performance; recommend plan amendments to the Board for approval.

12.    Prepare the report which SEC rules require to be included in the Company's annual proxy statement.

13.    Perform an annual written self-evaluation of the performance of the Committee and make a presentation of such evaluation to the full Board.