Compensation Committee Charter

Adopted February 2, 2004
As Amended through November 5, 2007

A. Statement of Policy

The Compensation Committee shall provide assistance to the Board of Directors of the Company in fulfilling the Board’s responsibilities relating to management organization, performance, compensation and succession.

B. Organization

The members of the Committee shall be appointed by the Board and may be removed only by the Board. The Nominating and Governance Committee is responsible for finding and recommending to the Board director candidates to serve as members on the Committee. The Committee shall meet on the call of its chairman, but no less often than annually. The Committee shall have the resources necessary to conduct its duties and the authority to retain and terminate advisors to assist in discharging its duties, including the authority to approve such advisors’ fees and retention terms. The Committee shall have the sole authority to retain, terminate and approve fees of a compensation consultant. The Committee shall maintain minutes of each meeting and shall report on matters considered at Committee meetings to the Board at the next regularly scheduled Board meeting.

C. Qualifications

The Committee shall be composed entirely of independent directors determined in accordance with the Company’s Corporate Governance Principles

D. Powers, Duties and Responsibilities

In discharging its responsibilities, the Committee shall:

consider and authorize the compensation philosophy for the Company’s personnel;
review and evaluate the performance of senior management other than the chief executive officer;
annually review and approve perquisites for the chief executive officer and senior management;
evaluate the chief executive officer’s performance in light of annual and long-term corporate goals and objectives set by the Committee and, together with the Outside Directors, set the chief executive officer’s compensation based on performance;
make recommendations to the Board on the senior management’s compensation (other than the chief executive officer) based upon performance;
consider and make recommendations to the Board on matters relating to organization and succession of the chief executive officer and senior management;
consider, produce and approve the annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations;
inquire of senior management of known or potential instances of non-compliance with applicable laws, regulatory policies, including SEC reporting requirements, and the Company’s code of business ethics and guidelines as they relate to the functions and responsibilities of the Committee;
make recommendations to the Board with respect to incentive compensation plans, deferred compensation plans, executive retirement plans, and equity-based plans;
oversee administration of incentive, deferred compensation, and equity-based plans;
research, evaluate and establish director compensation;
annually review and update this charter for consideration by the Board;
annually evaluate the performance and function of the Committee and report to the Board the results of such evaluation (such report may be written or oral); and
such additional duties or responsibilities as the Board may determine from time to time.

In determining the long-term incentive component of the chief executive officer’s compensation, the committee should consider the company’s performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the chief executive officer in past years. The Company may approve and recommend awards to the Board as may be required to comply with U.S. tax laws.