Compensation Committee Charter

STATEMENT OF POLICY

The Compensation Committee (The "Committee") of the Board of Directors shall assist the directors in fulfilling their oversight and fiduciary responsibilities. The Committee shall be responsible for reviewing and making decisions under a delegation of authority from the Board of Directors with respect to salaries, bonuses, equity awards, other benefits and incentives and retirement plans and programs, for officers and senior management employees of the Company. In performing this function, it shall be the objective of the Committee to:

i.                        Encourage the achievement of the Company's performance by providing compensation which directly relates to the performance of the individual and the achievement of internal strategic objectives;

        ii.            Establish compensation policies and guidelines that will attract and retain qualified personnel through an overall level of compensation opportunity that is competitive within the Company's industry and geographic location; and

      iii.            Promote a direct relationship between compensation and the Company's performance by facilitating executive stock ownership through stock option and other equity-based awards.

ORGANIZATION

The Committee shall be comprised of at least three directors, all of whom in the judgment of the Board of Directors, shall be independent and shall also meet the rules and regulations of The New York Stock Exchange listing standards and The Securities and Exchange Commission and at least two of the members be "outside directors" (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and regulations there under). The Chairman of the Committee shall be designated by the Board of Directors. The Committee will meet a minimum of twice a year and may appoint subcommittees. The Committee shall have sole authority to retain, terminate and compensate any consultant to assist in the evaluation of Chief Executive Officer ("CEO") or senior executive compensation.

RESPONSIBILITIES

The Committee is responsible for making decisions with respect to the Company's executive compensation policies. In addition, pursuant to authority granted by the Board of Directors, the Committee shall determine on an annual basis the compensation to be paid to the CEO and other officers and senior management of the Company reporting directly to the CEO.

The Committee shall:

Reaffirmed and Approved at the May 14, 2003 Board of Directors meeting.