Adopted August 25, 2004

Purpose and Responsibilities.

Committee Structure and Proceedings

1. Number and Qualifications of Members

   The Committee shall consist of at lease three members of the Board who meet the required standards of independence under applicable law or regulation and the rules and regulations of the American Stock Exchange. The full Board shall from time to time determine the size of the Committee and shall formally appoint its members from among those who are qualified to serve on the Committee, and the members shall serve at the pleasure of the Board. A member shall automatically cease to serve on the Committee if the member ceases to meet the qualifications for Committee membership. The Board shall be the sole and final judge as to whether a member meets the qualifications for membership and may remove a member if it determines that the member no longer meets those qualifications. The Board may designate one of the members as the Chairman of the Committee, or if the Board does not make such designation the members shall elect a Chairman from among themselves.

2. Meetings

   The Committee shall meet at least once per year in conjunction with regularly scheduled meetings of the Board. The Committee may meet in person or telephonically. The Committee may meet at such other times as its responsibilities may require, as the Chairman may determine. The Committee shall keep minutes of its proceedings, and for this purpose may from time to time designate a Secretary of the Committee, who need not be a member of the Committee. If no designation is made the Secretary of the Company, if present, shall act as Secretary of the Committee. In the absence of the designated Secretary, the Chairman shall designate another person to record the proceedings of the Committee.

3. Quorum and Voting

   A majority of all members of the Committee eligible to vote on a matter shall constitute a quorum for the transaction of business on that matter, and the affirmative vote of a majority of the members eligible to vote on a matter shall be required to approve that matter, except that procedural matters may be approved by a majority of the members present. Members of the Committee may not act by proxy.

   No member of the Committee whose term as director is expiring and who is eligible and willing to stand for reelection shall be eligible to participate in the discussion of the nominees to fill the resulting vacancies or to vote on the selection of such nominees.

4. Subcommittees

   Subject to this Charter, applicable laws and regulations, and the Company’s Articles of Incorporation and Bylaws, the Committee may from time to time form subcommittees of its membership and delegate to any such subcommittees such of the Committee’s duties and responsibilities as it may determine to be advisable. Any such subcommittees shall report regularly to the Committee.

5. Action by Written Consent

   Any action required or permitted to be taken by the Committee may be taken without a meeting, if all the members of the Committee consent to the action in writing and the written consent is filed with the minutes of the proceedings of the Committee.

6. Rules

   The Committee may from time to time adopt rules not inconsistent with this Charter, for the conduct of its meetings and the transaction of its other business.

Other Committee Responsibilities