Charter of the Compensation Committee

Revised and Re-adopted 10/31/2007

Purpose

The Compensation Committee is appointed by the Board of Supervisors (the “Board”) to discharge the Board’s responsibilities relating to compensation of the Company’s supervisors and officers. The Committee has overall responsibility for approving and evaluating the supervisor and officer compensation plans, policies and programs of the Company. It also is responsible for producing a report on executive compensation for inclusion in the Company’s filings with the Securities and Exchange Commission.

Committee Membership

The Compensation Committee shall consist of no fewer than three members all of whom in the judgment of the Board shall be independent. In addition, the members of the Compensation Committee shall meet the independence requirements of the New York Stock Exchange. The Board shall appoint, and may replace, the members of the Compensation Committee.

Committee Authority and Responsibilities

1. The Compensation Committee shall have the authority to retain and terminate any compensation consultant to be used to assist in the evaluation of supervisor, CEO or senior executive compensation and shall have the sole authority to approve such consultant’s fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
2. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and approve the CEO’s compensation levels based on this evaluation. In the event that not all of the independent supervisors then on the Board are members of the Compensation Committee, the Compensation Committee shall act together with those non-member independent supervisors in fulfilling its responsibilities under this paragraph.
3. The Compensation Committee shall annually review and approve the compensation of all supervisors, officers and other key executives, including incentive-compensation plans and equity-based plans. In the event that not all of the independent supervisors then on the Board are members of the Compensation Committee, the Compensation Committee shall act together with those non-member independent supervisors in fulfilling its responsibilities under this paragraph.
4. The Compensation Committee shall annually review and approve, for the CEO and the senior executives of the Company, (a) the annual base salary level, (b) the annual incentive opportunity level, and (c) any special or supplemental benefits. In the event that not all of the independent supervisors then on the Board are members of the Compensation Committee, the Compensation Committee shall act together with those non-member independent supervisors in fulfilling its responsibilities under this paragraph.
5. The Compensation Committee shall annually review and discuss with senior executives of the Company the Compensation Discussion and Analysis required by the Securities and Exchange Commission Regulation S-K, Item 402 (or its successor).
6. The Compensation Committee shall render reports to the Board as necessary.
7. The Compensation Committee shall annually review its own performance.