CHARTER OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS

(Adopted July 19, 2006)

Purpose
The primary functions of the Compensation Committee (the "Committee") are to discharge the Board of Directors' (the "Board") responsibilities relating to compensation of the Company's executives and to produce an annual report on executive compensation for inclusion in the Company's annual report on Form 10-K (or proxy statement), in accordance with applicable rules and regulations.

Membership and Policies
The Board, in consultation with the Chief Executive Officer and the Governance and Nominating Committee, shall appoint the Chairperson and members of the Committee annually.  The Committee shall consist of a minimum of two and a maximum of four members of the Board.  In accordance with the rules of the New York Stock Exchange, each member shall be "independent" as that term is defined under such rules.  In addition, if an award or payment under any compensation or benefit plan administered by the Committee would be subject to the deduction limitation under Section 162(m) of the Internal Revenue Code of 1986, as amended ("Code"), two Committee members must also qualify as "outside directors," as such term is defined under Section 162(m) and the regulations thereunder.  Members of the Committee may be removed from the Committee (with or without cause) by action of the full Board.

The Committee shall meet at such times as the Chairperson shall determine, preferably in conjunction with regular Board meetings.  A quorum of the Committee will consist of at least 50% of the members of the Committee.  Meetings may, at the discretion of the Committee, include members of management, independent consultants and such other persons as the Committee shall determine.  The Committee, in discharging its responsibilities, may meet privately for advice and counsel with independent consultants, lawyers, or any other persons knowledgeable in the matters under consideration.  The Committee may also meet by telephone conference call or any other means permitted by law or the Company's Bylaws.  The Committee may also act by unanimous written consent of its members without a meeting.

A Secretary, who need not be a member of the Committee, shall be appointed by the Committee to keep minutes of all meetings of the Committee and such other records as the Chairperson deems necessary or appropriate.

The Committee may designate a subcommittee consisting of at least one member to address specific issues on behalf of the Committee.  If such subcommittee follows any policies and procedures different from those set forth in this charter, it will have its own published charter.

The Committee shall report periodically to the Board on its activities.

Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee will:

• Review and approve corporate goals and objectives relevant to Chief Executive Officer ("CEO") compensation, evaluate the CEO's performance in light of those goals and objectives and determine and approve the CEO's compensation level based on this evaluation.  In determining the long-term incentive component of CEO compensation, the Committee will consider the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to the Company's CEO in past years.

• Authorize and determine all salaries and incentive compensation for the Company's officers and supervisory employees, if any.

• Administer the Company's 2004 Employee Stock Incentive Plan, Deferred Compensation Plan, and Director Stock Plan and all other equity, ownership, compensation, retirement and benefit plans in accordance with the powers and authority granted in such plans.

• Approve any performance-based compensation of individuals pursuant to Code Section 162(m).

• Make recommendations to the Board with respect to compensation plans, incentive-compensation plans, equity-based plans and any other employee benefit plan or program for the officers or directors of the Company.

• Have the sole authority to retain and terminate any compensation consultant engaged to assist in the evaluation of director, CEO or senior executive compensation, and the sole authority to approve the firm's fees and other retention terms.

• Report regularly to the Board any issues that arise with respect to the Committee's responsibilities.

• Conduct an annual performance evaluation of the Committee's effectiveness.

• Produce a Committee report on executive compensation as required by the Securities and Exchange Commission (the "SEC") to be included in the Company's annual report on Form 10-K (or proxy statement) filed with the SEC.

• Perform any other activities consistent with this charter, the Company's bylaws and governing law, as the Committee or the Board deems necessary or appropriate.