Ethics

ETHICS COMMITTEE CHARTER

PURPOSE

The Ethics Committee is appointed by the Board to (1) assist in monitoring the adequacy of the Code of Business Conduct and Ethics; (2) provide guidance on all related party transactions including both review and approval on behalf of the Board; and (3) to identify potential conflicts of interest, including the establishment of safeguards when necessary.

The Ethics Committee is also responsible for reporting to the Board, at least annually, on the effectiveness of the Code and its adherence.

COMMITTEE MEMBERSHIP

The Ethics Committee shall consist of no fewer than three members. The members of the Ethics Committee shall meet the independence requirements of the New York Stock Exchange. The members of the Ethics Committee shall be appointed by the Board. Ethics Committee members may be replaced by the Board.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

  1. The Ethics Committee shall have the sole authority to retain and terminate any consultant to be used to assist in the evaluation of a director, CEO or senior executives in reference to matters which properly come before the committee. The committee shall have sole authority to approve the consultant's fees and retention terms. Consultants for this purpose include internal or external legal, accounting or other advisors.

  2. The Ethics Committee shall annually review and make recommendations to the Board with respect to the adequacy of the Code of Business Conduct and Ethics and other matters necessary to ensure adherence to same.

  3. The Ethics Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.