Adopted August 25, 2004

Purpose and Responsibilities.

Committee Structure and Proceedings

In addition to its primary responsibilities as set out in Article I:

1. Periodic Charter Assessment

   The Committee shall review and reassess the adequacy of this Charter from time to time and recommend any changes to the Board for Approval.

2. Informational Reports

   The Committee shall provide any information and reports needed to comply with the rules of the Securities and Exchange Commission, the American Stock Exchange, or as requested by management, for inclusion in the Company’s proxy statements, annual reports and other public documents.

3. Reports to the Board

   The Committee shall regularly report its activities to the Board and review with the Board any issues that arise with respect to the purposes or activities of the Committee.

4. Investigations and Advisors

   The Committee shall at its reasonable discretion investigate any matter brought to its attention within the scope of its duties. If the Committee deems it appropriate, it may obtain advice and assistance from outside legal, accounting or other advisors, including director search firms, and may retain and terminate and set the fees of any such advisors, without the necessity of Board approval, and the expenses incurred by the Committee in obtaining such advice and assistance shall be paid by the Company without the necessity of Board approval.