Version:  02/2007

Organization

There shall be a Compensation Committee of the Board of Directors, consisting of no less than three (3) members, whose members shall meet the independence requirements of any applicable laws, rules and regulations. The Board of Directors shall appoint and replace the Compensation Committee members, upon recommendation of the Nominating and Governance Committee.

Purposes and Responsibilities

In carrying out its responsibilities, the Compensation Committee shall have the authority to retain, at Company expense, special legal, accounting and other consultants to advise the Committee. The Compensation Committee may request any officer or employee of the Company, or the Company’s outside counsel, to attend a meeting of the Committee or to meet with any members of or consultants to the Committee.

In carrying out these responsibilities:

1. The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist the Committee in fulfilling its responsibilities.
    
2. The Compensation Committee shall produce a Compensation Committee Report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations. The Compensation Committee shall also assist in the preparation of the Compensation Discussion and Analysis section of the Company’s proxy statement.
    
3. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and as a committee determine and approve the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee should consider, among other things, the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies and awards given to the CEO in past years. This review and evaluation may involve consultations from time to time with the other independent directors of the Board of Directors.
    
4. The Compensation Committee shall review and approve compensation of officers other than the CEO, incentive compensation plans, equity-based plans and retirement plans, including (a) the annual base salary level; (b) employment agreements, severance arrangements, and change in control agreements/provisions, in each case, as, when and if appropriate; and (c) any special or supplemental benefits. The Compensation Committee will review the policies and principles it follows for determining such compensation as appropriate. As required by applicable laws, rules and regulations, the Compensation Committee shall recommend submission of equity-based plans to the shareholders for approval.
    
5. The Compensation Committee may form and delegate authority to subcommittees when appropriate.
    
6. The Compensation Committee shall make regular reports to the Board.
    
7. The Compensation Committee shall annually review its own performance and the adequacy of this Charter.
    
8. The Compensation Committee shall make recommendations regarding director compensation to the Board of Directors.
    
9. The Compensation Committee shall make recommendations to the Board of Directors regarding succession planning relating to the CEO and other officers.