Composition of Committee
The Compensation Ethics Committee shall consist of two or more Independent Directors.

Authority and Responsibilies of Committee
Review Of Director And Management Compensation, Related Party Transactions and Conflicts of Interest

The Compensation, Conflicts And Business Ethics Committee shall assist the Board in reviewing, and recommending to the full Board for its approval by majority vote, any matter relating to (1) the form and amount of compensation or benefits payable or provided to any Director or member of Management, (2) any Related Party Transaction (as that term is defined below) between the Company and any Director or officer of the Company, and (3) any other conflict of interest between the Company and any Director or officer of the Company.

A "Related Party Transaction" means any transaction that would be required to be disclosed pursuant to Item 404 of SEC Regulation S-K (including transactions that would constitute related party transactions subject to disclosure under 404 but for the fact that the dollar value of the transaction is less than that required for disclosure under Item 404).

A review and recommendation by the Compensation, Conflicts And Business Ethics Committee shall not be required with respect to the payment or provision of any employee benefits extended to any officer consistent with those benefits generally paid or provided to the Company's rank and file employees as a group, including holiday pay, vacation pay, sick pay, severance pay, medical insurance, dental insurance, life insurance, death benefit, accident benefit or disability insurance plans or programs, and plans providing for retirement benefits, whether tax qualified or un-qualified, and including retirement, 401(k), pension, profit-sharing, annuity or savings plans and programs. A review and recommendation by the Compensation, Conflicts And Business Ethics Committee shall also not be required with respect any officer's de minimus use of Company property for personal purposes.

Rule 16(b)(3) Approval—Section 16 Of The Exchange Act

Notwithstanding the foregoing, in the event that the officers or directors of the Company become subject to the six-month short-swing profit disgorgement rules promulgated under Section 16 of the Exchange Act, then any decision relating to the compensatory grant, award or issuance by the Company of its securities to those officers or directors shall be approved solely by at least two members of the Compensation, Conflicts And Business Ethics Committee who also constitute “Non-Employee Directors” within the meaning of SEC Rule 16b-3(d) or, in the alternative, by a majority of the Directors on the entire Board who are Non-Employee Directors. Under Rule 16b-3(c)(i), a “Non-Employee Director” is defined as a Director who: (1) is not currently an executive officer of the Company or a parent or subsidiary of the Company, or otherwise currently employed by the Company or a parent or subsidiary of the Company; (2) does not receive compensation, either directly or indirectly, from the Company or a parent or subsidiary of the Company, for services rendered as a consultant or in any capacity other than as a Director, except for an amount that does not exceed the dollar amount for which disclosure would be required pursuant to Item 404(a) of Regulation S-K ($60,000), (3) does not possess an interest in any other transaction for which disclosure would be required pursuant to Item 404(a) of Regulation S-K (related party transactions in excess of $60,000); and (4) is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of RegulationS-K.

Performance-Based Compensation—Section 162(m) Of The Internal Revenue Code

Notwithstanding the foregoing, in the event that the Company (1) is required to register its securities under Section 12 of the Exchange Act; (2) intends to pay any “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue and the rules promulgated thereunder to the CEO or to any of the other four named officers in its proxy materials, and (3) determines a necessity to qualify such payment for the exemption from the $1,000,000 deduction limitation for excessive employee remuneration proscribed under Section 162(m) of the Internal Revenue by seeking the approval of the Shareholders with respect to that payment, then such decision shall be approved solely by at least two members of the Compensation, Conflicts And Business Ethics Committee who also constitute “Outside Directors” within the meaning of Section 162(m). An “Outside Director” is defined under Section 162(m) as a person who (1) is not a current employee of the issuer, (2) is not a former employee of the issuer who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year; (3) has not been an officer of the issuer, and (4) does not receive remuneration from the issuer, either directly or indirectly, in any capacity other than as a director.

Code Of Business Conduct And Ethics; Waivers

The Compensation, Conflicts And Business Ethics Committee shall prepare a written Code Of Business Conduct And Ethics (the "Code"), which shall comply with the definition of "code of ethics" set forth in Item 406 of SEC Regulation S-K or S-B to the extent either rule applies to the Company, and submit the Code to the full Board for approval by majority vote. The purpose of the Code shall be to focus the Directors, members of Management and other officers and employees of the Company on areas of ethical risk, provide guidance in recognizing and dealing with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each Director, member of Management, and other officers and employees shall act at all times in accordance with the requirements of the Code.

Once the Code is adopted, the Compensation, Conflicts And Business Ethics Committee shall monitor compliance with the Code. Any reports of concerns regarding noncompliance with the Code shall be brought to the attention of the chairman of the committee. Waivers of the Code for any Director or member of Management may only be made upon recommendation by the Compensation, Conflicts And Business Ethics Committee and approval by the full Board. Any waiver for an Executive Officer or Director shall be reported via form 8-K to the SEC or posted on the Company's website.

Once the Code is adopted, the Compensation, Conflicts And Business Ethics Committee shall review the Code periodically, and submit any recommended amendments to the Code to the full Board for approval.

Plan Administration

If and to the extent requested by the Board, the Compensation, Conflicts And Business Ethics Committee shall act as plan administrator with respect to any Company compensation plans or arrangements pursuant to which grants or awards or benefits are provided to the Company's employees or consultants as well as its officers and Directors.

Executive Compensation Report

The Compensation, Conflicts And Business Ethics Committee shall prepare the annual report on executive compensation for inclusion in the Company's proxy statement in the event such report is required under the rules of the SEC by virtue of the Company's filing status.

Additional Activities

The Compensation, Conflicts And Business Ethics Committee shall perform any other activities consistent with these Guidelines, the Charter Documents, and applicable law, as the committee deems appropriate to carry out its assigned duties or as requested by the Board.