Compensation Committee Charter

1.      PURPOSE

The primary purpose of the Compensation Committee is to oversee the establishment of compensation policies, plans and performance goals for senior management of the Company and to review and approve, on an annual basis, the compensation and performance goals of the Chief Executive Officer. The Committee is responsible for the Report on Executive Compensation included in the Company’s Annual Proxy Statement.

2.      MEMBERSHIP AND ORGANIZATION

The Compensation Committee shall be comprised of three directors, each of whom shall be determined under the Listing Standards of the New York Stock Exchange to be independent. Committee members may be appointed and removed at the discretion of the Board. The Committee has the authority to retain independent compensation consultants, counsel, accountants and other advisors at the expense of the Company. The Committee will meet, with or without members of management present, whenever they deem such meetings or sessions necessary and appropriate.

3.      RESPONSIBILITIES

Specific responsibilities of the Committee include:

o        Review, at least annually, the Company’s goals and objectives relevant to the compensation of the Chief Executive Officer;

o        Evaluate, at least annually, the Chief Executive Officer’s performance against goals and objectives and recommend changes in base compensation levels, target bonus awards and awards under the Company’s Stock Option Plan;

o        Review proposals from and make recommendations to the Chief Executive Officer, at least annually, regarding base compensation levels and target bonus awards for senior management employees of the Company;

o        Review the recommendations of the Chief Executive Officer and approve, on an annual basis, the maximum amount of bonus compensation to be paid to senior management employees of the Company;

o        Review the recommendations of the Chief Executive Officer and approve awards under the Company’s Stock Option Plan to participants in the Company’s Stock Option Plan; and

o        Review and recommend changes as necessary and appropriate to the Company’s Management Incentive Plan and Stock Option Plan.

4.      OTHER

The Committee shall make regular reports of its recommendations and actions to the full Board. The Committee shall review the adequacy of this Charter at least annually and recommend, as necessary, proposed changes to the full Board for approval. The Committee shall perform a self-evaluation at least annually and report its findings to the full Board. The Committee shall perform such other activities which it deems necessary or appropriate provided such activites are consistent with the intent of this Charter, the Company’s Certificate of Incorporation, By-Laws, and Corporate Governance Principles.