Exhibit 99.2

                         COMPENSATION COMMITTEE CHARTER

         The Compensation Committee (the Committee) shall consist of not less
than three, and not more than six independent, non-management directors. Members
shall be appointed by the Company's Board of directors (the Board) upon the
recommendation of the Company's Nominating Committee and may be removed singly
or in multiples by a majority vote of the non-management directors. The Chair of
the Nominating Committee shall be ex officio a member of the Compensation
Committee, and the Chair of the Compensation Committee shall be ex officio a
member of the Nominating Committee.

         The Committee shall carry out the Board's overall responsibility
relating to compensation of senior executives of the Company and its
subsidiaries and determine the overall compensation policies for all Company
employees.

         The Committee shall have the following authority:
         1. To evaluate at least annually the chief executive officer's
         performance in light of the Company's goals and objectives under the
         business conditions prevailing during the year, and based on this
         evaluation and relevant competition in the market to set the chief
         executive officer's compensation, including annual salary, bonus,
         incentive and equity compensation;

         2. To review and approve annually the evaluation and compensation
         structure of the senior executive officers of the Company and its
         subsidiaries. In doing so the Committee shall evaluate the performance
         and fix the annual compensation, including salary, bonus, incentive and
         equity compensation, of such officers;

         3. To review and advise management on general levels of compensation,
         including annual salary, bonus, incentive and equity compensation, of
         other employees of the Company and its subsidiaries, and the policies
         used in establishing them;

         4. To review the Company's pension, incentive compensation, and stock
         option plans and to recommend needed or desirable changes in such plans
         to the Board, and when necessary to the Company's shareholders. In


         administering such plans, the Committee shall exercise all the
         authority of the Board;

         5. To prepare and publish an annual executive compensation report in
         the Company's proxy statement; and

         6. To take any action necessary and proper to enable it to perform the
         above functions, including without limiting this authority, to obtain
         information from outside sources and to employ consultants and counsel
         with expert knowledge in these areas. The Committee's retention of
         consultants and the fees of such consultants shall be submitted for
         approval by the Board.

         The Committee shall report its actions and recommendations to the Board
after each committee meeting and shall conduct and present to the Board an
annual performance evaluation of the Committee and its members. Once each year,
the Committee shall review the adequacy of this charter and recommend any
proposed changes to the Board for its approval.








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