I. Membership

A. Number. The Compensation Committee shall consist of at least three independent, members of the board of directors meeting the requirements set forth in Sections I.B and I.C. below.

B. Independence. Each member shall be “independent” as determined by the board of directors and in accordance with any rules and regulations to which the Company is subject.

C. Regulatory Requirements. Each member of the Compensation Committee shall be a “non-employee director” for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended and the rules promulgated thereunder and an “outside director” for the purposes of Section 162(m) of the Internal Revenue Code.

D. Chairman. Unless a Chairman is elected by the board of directors, the Compensation Committee shall elect a Chairman by majority vote.

II. Responsibilities and Powers of the Compensation Committee

The Compensation Committee shall assist the board of directors in fulfilling its oversight responsibilities relating to executive and employee compensation. In fulfilling its responsibilities and exercising its powers, the Compensation Committee shall have, as an important objective, ensuring that the compensation and general human resource programs and practices of the Company are effectively designed to attract, retain and motivate qualified senior executive officers and employees.

A. The Compensation Committee shall review and reassess the adequacy of this charter annually or more often at the direction of the Board or as the Committee deems necessary.

B. The Compensation Committee shall review and approve on an annual basis the corporate goals and objectives with respect to compensation for the chief executive officer. The committee shall evaluate at least once a year the chief executive officer's performance in light of these established goals and objectives and based upon these evaluations shall set the chief executive officer's annual compensation, including salary, bonus, incentive and equity compensation.

C. The Compensation Committee shall evaluate the performance of the company's senior executive officers and shall make recommendations to the board of directors for the annual compensation, including salary, bonus, incentive and equity compensation, for such senior executive officers. The Committee shall also provide oversight of management's decisions concerning the performance and compensation of other company officers.

D. The Compensation Committee shall review the company's equity-based compensation plans and recommend changes in such plans to the board as the Committee deems necessary or appropriate. The Committee shall have and shall exercise all the authority of the board of directors with respect to the administration of such plans.

E. The Compensation Committee shall prepare an annual executive compensation report for inclusion in the Company's proxy statement in accordance with applicable rules and regulations.

F. The Compensation Committee shall recommend to the board of directors the compensation for directors (including any retainer, committee and committee chair’s fees, stock options, and other similar items as appropriate).

G. The Compensation Committee shall review appropriate insurance coverage for directors and officers.

H. The Compensation Committee shall review the competitive position of, and recommend changes to, the plans, systems and practices of the Company relating to compensation and benefits for all employees.

I. The Compensation Committee shall have authority to retain such compensation consultants, outside counsel and other advisors as the committee may deem appropriate in its sole discretion. The committee shall have sole authority to approve related fees and retention terms.

As adopted by the Board of Directors on December 17, 2003.