Statement of Policy

The role of the compensation committee, acting on behalf of the board of directors, is to discharge the board's responsibilities relating to compensation of the corporation's executives. The committee has overall responsibility for approving and evaluating the executive compensation plans, policies and programs of the corporation. The committee shall be responsible for preparing an annual report on executive compensation for inclusion in the corporation's proxy statement, and reviewing and approving the Compensation Discussion & Analysis ("CD&A") and the supporting compensation disclosure materials that are included in the corporation's proxy statement, all in accordance with applicable rules and regulations of the Securities and Exchange Commission. The compensation committee sets the compensation of the executive officers and certain key employees of the corporation and is responsible for establishing a compensation plan that will enable the corporation to compete effectively for the services of qualified officers and key employees, to give those employees appropriate incentive to pursue the maximization of long-term stockholder value and to recognize those employees' success in achieving both qualitative and quantitative goals for the benefit of the corporation. The committee may also have other duties as assigned to it by the board.