TradeStation Group, Inc., and its subsidiaries (the “Company” or “TradeStation”), require high standards of professional and ethical conduct from its employees, officers (including executive officers, which include Co-Chairmen, Co-CEOs, President, Chief Operating Officer, Chief Financial Officer and Principal Accounting Officer), and directors. Our reputation for honesty and integrity among our shareholders is critical to the success of our business. No employee, officer or director is permitted to achieve results through violations of laws or regulations, or through unscrupulous dealings. For purposes of this Code of Business Conduct and Ethics (the “Code”), members of the Board of Directors of the Company (the “Board”), regardless of whether they are Company employees, are held to at least the same standards as employees hereunder and are subject to at least the same obligations as employees of the Company with respect to their participation in Company business (and, whenever used, the term “employee(s)” should be read to include all Company employees, officers and directors).

This Code reflects our commitment to a culture of honesty, integrity and accountability, and outlines the basic principles and policies with which all employees are expected to comply. Please read this Code carefully. In addition to following this Code in all aspects of your business activities, you are expected to seek guidance in any case where there is a question about compliance with both the letter and spirit of our policies and applicable laws, rules or regulations. Any interpretation of any provisions in this Code shall be determined by the Company's legal department and shall be considered binding and final with respect to any employee of TradeStation. TradeStation will attempt to communicate any changes to the Code on or before the effective date of such changes, but reserves the right to modify, amend or alter the Code without advance or personalized notice to any person or employee.

Misconduct can not be excused because it was directed or requested by another. You are expected to alert Company management (and may choose such supervisor(s) or Company officers with whom you feel comfortable in this regard) if you should ever discover or strongly suspect an illegal, dishonest or unethical act. Assuming you were not personally involved in prohibited behavior, you will not be penalized for reporting your discoveries or suspicions.

Your cooperation is necessary to the continued success of our business and the cultivation and maintenance of our reputation as a good corporate citizen.

A conflict of interest occurs when an individual's private interest interferes, or appears to interfere, in any way with the interests of the Company. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her work effectively. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, such persons are likely to pose conflicts of interest, as are transactions of any kind between the Company and any other organization in which you or any member of your family have an interest.

Activities that will give rise to conflicts of interest are prohibited unless specifically approved in advance, in the case of executive officers and directors, by the Board, and in the case of other employees, by the Company's legal department. It is not always easy to determine whether a conflict of interest exists, so any potential conflicts of interests must be reported immediately as provided in Section X below.

While not all-inclusive, the following will serve as a guide to the types of activities that might cause conflicts of interests:

• ownership in an outside company that does business with TradeStation (this does not apply to stock or other investments held in a publicly-held corporation if the value of the stock or other investments does not exceed 5% of the corporation's stock) – TradeStation may, following a review of the facts, permit ownership interests that exceed these amounts if senior management concludes that the ownership will not adversely impact the Company's business interest or the judgment of the employee;

• conducting personal business with a TradeStation vendor, supplier, contractor or agency, or with any of their officers or employees; or

• representing TradeStation in any transaction in which you or a related party have a substantial personal interest.

Also, acceptance of gifts or excessive entertainment from clients, vendors, suppliers, competitors or other employees must not constitute a conflict of interest or create the appearance of impropriety. You may accept small gifts and entertainment that are worth less than the amount company policy sets as a limit, but you must be personally satisfied that the gift or entertainment is not intended to influence your judgment or the performance of your duties. If you have any questions regarding the appropriateness of a gift, you must obtain compliance department or legal department approval before accepting it.

Employees are prohibited from (i) taking for themselves personally opportunities that arise through the use of corporate property, information or position, or (ii) using corporate property, information or position for personal gain. Personal gain that is immaterial and nominal in amount is not considered a violation of this Code.

Employees must maintain the confidentiality of information entrusted to them by the Company or that otherwise comes into their possession in the course of their employment, except when disclosure is authorized or legally mandated. The obligation to preserve confidential information continues even after you leave the Company.

As a financial services company, we have particular responsibilities for safeguarding the information of our clients and the proprietary information of the Company. You should be mindful of this obligation when you use the telephone, fax, telex, electronic mail, and other electronic means of storing and transmitting information. You should not discuss confidential information in public areas where it can be overheard, read confidential documents in public places, nor leave or discard confidential documents where they can be retrieved by others.

Information concerning the identity of clients and their transactions and accounts is confidential. Such information may not be disclosed to persons within the Company except as they may need to know it in order to fulfill their responsibilities to the Company. You may not disclose such information to anyone or any firm outside the Company unless (i) the outside firm needs to know the information in order to perform services for the Company and is bound to maintain its confidentiality, (ii) the client has consented or been given an opportunity to request that the information not be shared, (iii) as required by law, or (iv) as authorized by the compliance department or legal department.

Information regarding client orders must not be used in any way to influence trades in personal accounts or in the accounts of other clients, including those of other employees, officers and directors. Trading ahead of a client's order is known as frontrunning and is prohibited. Following a client's order with your trading activity is known as piggybacking or shadowing and is likewise prohibited. If you reasonably believe improper trading in personal or client accounts has occurred, you must report such conduct to the compliance department or legal department.

We are committed to safeguarding our customers' privacy. We do not sell any personally identifiable customer information. Sharing of such information with third parties is limited to situations related to the processing and servicing of customer accounts, and to specifically delineated exceptions in the federal privacy law. We share information with our affiliates as allowed by federal law. You must be familiar with the procedural and systemic safeguards we maintain to protect this information and report any breaches of these safeguards to the compliance department or legal department.

All employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. Any suspected incidents of fraud or theft should be immediately reported to the Human Resources director or the Company's legal department for investigation. Company assets, such as funds, technology, products or computers, may only be used for legitimate business purposes or other purposes approved by management. Company assets may never be used for illegal, improper, inappropriate or unauthorized purposes.

Insider trading is unethical and illegal. Employees are not allowed to trade in securities of a company while in possession of material non-public information regarding that company. It is also illegal to “tip” or pass on inside information to any other person who might make an investment decision based on that information or pass the information on further. The Company has an Insider Trading Policy which sets forth your obligations in respect of insider trading.

We operate our business fairly and honestly. Each employee should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. We seek competitive advantage through performance and dedication to our vision and values and never through unethical or illegal business practices. It is our policy to comply with antitrust laws. These laws are complex and not easily summarized but at a minimum require that there be no agreement or understanding between the Company and its competitors that affect prices, terms or conditions of sale or that unreasonably restrain full and fair competition. You must always respect the rights of, and deal fairly with, the Company's clients, competitors and employees. You must never take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. If you have any question about what constitutes an unfair business practice, you should consult the legal department.

Our policies prohibit bribery or kickbacks of any kind and to anyone in the conduct of our business. The U.S. government has a number of laws and regulations applicable specifically to business gratuities that may be accepted by U.S. and foreign government personnel. The promise, offer or delivery to an official or employee of the U.S. government or an official employee or candidate of a foreign government of a gift, favor, payment or other gratuity in violation of these rules would not only violate company policy but could also be a criminal offense. Similarly, federal law, as well as the laws of many states, prohibit engaging in “commercial bribery.” Commercial bribery involves soliciting, demanding or agreeing to accept anything of value from any person intending to influence or be rewarded in connection with any business or transaction, and prohibits all such behavior as, for example, with respect to vendors, competitors, clients, or government employees. If you have any questions or need any guidance, you should contact the legal department.

Compliance with laws, rules and regulations applicable to our business is critical to our reputation and continued success. All employees must respect and obey all federal laws, the laws of the cities and states in which we operate, and the many regulatory and self-regulatory agencies, associations and organizations to which our businesses are or will be subject. We must, in this arena, also avoid even the appearance of impropriety.

Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions. The Company's accounting records are relied upon to produce reports for the Company's management, shareholders, creditors, governmental agencies and others. The Company is required to provide full, fair, accurate, timely and understandable disclosure in reports and documents that it files with, or submits to, the Securities and Exchange Commission (the “SEC”) and other regulatory agencies and in all other public communications made by the Company. Our financial statements and the books and records on which they are based and any portion of any reports to or filings or communications with the SEC, other regulatory agencies or the public must accurately reflect in all material respects all corporate transactions and conform to all legal and accounting requirements and our system of internal controls. Accordingly, the Company expects all personnel to ensure that those portions of its books, records and accounts for which they have responsibility are valid, complete, accurate and supported by appropriate documentation in verifiable form. Similarly, the Company expects all personnel to ensure that all reports and documents filed with the SEC and all other public communications for which they are responsible provide full, fair, accurate and understandable disclosure and that the same are filed on a timely basis.

Business records and communications often become public through legal or regulatory investigations or the media. We should avoid exaggeration, derogatory remarks, legal conclusions or inappropriate characterizations of people and companies. This applies to communications of all kinds, including email and informal notes or interoffice memos. Records should be retained and destroyed in accordance with the Company's records retention policies or procedures, as same may be implemented and modified from time to time.

We have a strong commitment to conduct our business in a lawful and ethical manner. Employees are encouraged to talk to the Human Resources director, the legal department or any supervisor with whom you feel comfortable when in doubt about the best course of action in a particular situation, and to report violations of laws, rules, regulations or this Code. Executive officers and directors should freely share any concerns they may have with the General Counsel and/or any other executive officers or directors in whatever manner they believe will quickly and effectively address their concerns.

We will investigate any matter so reported and, upon a determination by the General Counsel or President, or, for matters involving executive officers or directors, a determination by the full Board or the Board's Audit Committee, that a violation has occurred, will take appropriate disciplinary and corrective action, up to and including termination. We forbid retaliation against employees, officers or directors who report violations of this Code in good faith (except for any disciplinary action as determined above for self-reported violations).

Any waivers of this Code for executive officers or directors may be made only by the Board, and must be promptly filed and/or disclosed to the public as required by all applicable securities or other laws, rules or regulations or the requirements applicable to Nasdaq National Market issuers or such other exchange or system upon which the Company's securities are listed, quoted or traded. Any waivers of this Code for other personnel may be made by the Human Resources director after consulting with the Company's General Counsel.

This Code cannot, and is not intended to, address all of the situations you may encounter. There will be occasions where you are confronted by circumstances not covered by policy or procedure and where you must make a judgment as to the appropriate course of action. In those circumstances we encourage you to use your common sense, and to contact the Human Resources director or the Company's legal department for guidance. We will strive to ensure that all questions or concerns are handled fairly, discretely and thoroughly.

This Code is supplemental to, and not in place of, (i) the policies and procedures contained in the Company's Employee Handbook and contained in any other policies, procedures or agreements that the Company may implement or execute from time to time with respect to its employees, including its published Audit Committee Complaint Procedures, and (ii) the acknowledgments, representations, warranties, covenants, obligations and agreements you have made to the Company about the Company's confidential and proprietary information, trade secrets and materials, competition, ownership of work product, full-time employment, non-interference with third-party rights, violations by other employees, unfair business practices, and other matters set forth in the Agreement Regarding Employment you signed as a condition to your employment and/or continued employment with the Company.

This charter governs the operations of the audit committee. The committee shall review and reassess the charter at least annually and seek the approval of the board of directors to any amendments or restatements required or recommended. The committee shall be members of, and appointed by, the board of directors and shall comprise at least three directors, each of whom is independent of management and the Company. Members of the committee shall be considered independent as long as they do not accept any consulting, advisory, or other compensatory fee from the Company (other than for board or board committee service, consistent with Rule 10A-3 under the Securities Exchange Act of 1934, as amended) and are not an affiliated person of the Company or its subsidiaries, and meet the independence requirements of NASDAQ listing standards. All committee members must be able to read and understand fundamental financial statements, and at least one member must be a “financial expert,” as defined by SEC rules or regulations. The committee may, to the full extent permitted by applicable law and regulation, form and delegate authority to subcommittees when it deems appropriate and in the best interests of the Company.

The audit committee shall provide assistance to the board of directors in fulfilling the board’s oversight responsibility to the shareholders, potential shareholders, the investment community, and others, relating to: the integrity of the Company’s financial statements; the accounting and financial reporting processes; the systems of internal accounting and financial controls; the performance of the Company’s internal audit function and independent auditors; the independent auditors' qualifications, independence and performance; and the Company’s compliance with ethics policies and legal and regulatory requirements. In so doing, it is the responsibility of the committee to maintain free and open communication among the committee, independent auditors, the internal auditors, and management of the Company. 

In discharging its role, the committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company and the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties. The committee may request any officer or employee of the Company or the Company's outside counsel or independent auditors to attend a meeting of the committee or to meet with any members of, or consultants to, the committee.

The Company shall provide for appropriate funding as determined by the committee for payment of compensation to the independent auditors and any advisers employed by the committee and for payment of ordinary administrative expenses of the committee that are necessary or appropriate in carrying out its duties.

The primary responsibility of the audit committee is to oversee the Company’s accounting and financial reporting processes on behalf of the board and report the results of its activities to the board. While the audit committee has the responsibilities and powers set forth in this Charter, it is not the duty of the audit committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements and, with the assistance of its independent auditors, for the appropriateness of the accounting principles and reporting policies that are used by the Company. The independent auditors are responsible for auditing the Company’s financial statements and for reviewing the Company’s unaudited interim financial statements.

The committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The committee should take appropriate actions to set the overall corporate “tone” for quality financial reporting, sound business risk practices, and ethical behavior. The following shall be the principal duties and responsibilities of the audit committee. These are set forth as a guide with the understanding that the committee may supplement them as appropriate.

The committee shall be directly responsible for the appointment and termination (subject, if applicable, to shareholder ratification), compensation, and oversight of the work of the independent auditors, including resolution of disagreements between management and the auditors regarding financial reporting, and for taking, or recommending that the board of directors take, appropriate action to oversee the independence of the independent auditors. The independent auditors shall report directly to the committee. The committee shall pre-approve all audit and non-audit services provided by the independent auditors and shall not engage the independent auditors to perform the specific non-audit services proscribed by law, rule or regulation. The committee may delegate authority for pre-approval of non-audit related services on a preliminary basis to a member of the audit committee. The decisions of any audit committee member to whom preliminary pre-approval authority is delegated must be presented to the full audit committee at its next scheduled meeting for final approval.

At least annually, the committee shall obtain and review a report by the independent auditors describing:

• The firm’s internal quality control procedures.
  
  
• Any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.
  
  
• All relationships between the independent auditors and the Company, consistent with Independence Standards Board Standard No.1, to assess the auditors' independence.

The committee shall evaluate the adequacy of the independent auditors' quality control procedures and its compliance with such procedures. The committee shall also review and evaluate the senior members of the independent auditors' team and consider whether the lead audit partner or the audit firm should be rotated (in addition to the rotation of the lead audit partner as required by law) so as to assure continuing auditors' independence. The committee shall actively discuss with the independent auditors any relationships or services that may impact the objectivity and independence of the independent auditors. The committee shall obtain the opinion of management of the independent auditors' performance.

The committee shall set clear hiring policies for employees or former employees of the independent auditors that meet SEC rules and regulations and NASDAQ listing standards.

The committee shall evaluate the performance, responsibilities, budget and staffing of the Company's internal audit function and review the annual internal audit plan. Such evaluation shall include a review of the responsibilities, budget and staffing of the Company's internal audit function with the independent auditors.

The committee shall, in conjunction with management, periodically review the effectiveness of the Company's internal control over financial reporting and the Company's disclosure controls and procedures, including whether there are any significant deficiencies in the design or operation of such internal control or controls and procedures, material weaknesses in such internal control or controls and procedures and any corrective actions taken with regard to any such deficiencies or weaknesses. In addition, the committee shall review management’s assertion on its assessment of the effectiveness of the Company's internal control over financial reporting as of the end of each fiscal year and the independent auditors’ report on the effectiveness of internal control over financial reporting as of the end of the fiscal year.

The committee shall discuss with the internal auditors and the independent auditors the overall scope and plans for their respective audits, including the adequacy of staffing and compensation. Also, the committee shall discuss with management, the internal auditors, and the independent auditors the adequacy and effectiveness of the accounting and financial controls, including the Company’s policies and procedures to assess, monitor, and manage business risk, and legal and ethical compliance programs.

The committee shall discuss periodically with management, the internal auditors, and the independent auditors issues and concerns warranting committee attention. The committee shall provide sufficient opportunity for the internal auditors and the independent auditors to meet privately with the members of the committee. The committee shall review with the independent auditors any audit problems or difficulties and management’s response thereto, including those matters required by Statement on Auditing Standards No. 61.

The committee shall receive regular reports from the independent auditors on the critical policies and practices of the Company and judgments made in connection with the financial statements, including all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management and any significant changes in the Company's selection or application of accounting principles.

The committee shall discuss with management and the independent auditors the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company's financial statements.

The committee shall review and discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, including the types of information to be disclosed and the types of presentation to be made and paying particular attention to the use of "pro forma" or "adjusted" non-GAAP information.

The committee shall review the interim financial statements and disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations with management and the independent auditors prior to the filing of the Company’s Quarterly Report on Form 10-Q. Also, the committee shall discuss the results of the quarterly review and any other matters required to be communicated to the committee by the independent auditors under generally accepted auditing standards.

The committee shall review with management and the independent auditors the financial statements and disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations to be included in the Company’s Annual Report on Form 10-K (or the annual report to shareholders if distributed prior to the filing of Form 10-K), including its judgment about the quality, not just the acceptability, of accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. Also, the committee shall discuss the results of the annual audit and any other matters required to be communicated to the committee by the independent auditors under generally accepted auditing standards.

The committee shall review and discuss with management all certifications required by SEC rules and regulations to accompany the Company's Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.

The committee shall establish procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The committee shall receive any attorneys’ reports of evidence of a material violation of securities laws or breaches of fiduciary duty.

The committee shall approve and recommend to the Board for adoption written policies and procedures concerning the identification, review, approval and ratification of related-party transactions (the “Related Party Transaction Policies and Procedures”). The committee shall review and approve or ratify related-party transactions as directed by, or otherwise set forth in, the Related Party Transaction Policies and Procedures (including those required to be disclosed under Item 404 of Regulation S-K) and as directed under NASDAQ-listing requirements.

The committee shall prepare its report to be included in the Company’s annual proxy statement, as required by SEC rules and regulations.

The committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter, but not less than quarterly. A majority of members of the committee shall constitute a quorum. The action of a majority of members at a meeting at which a quorum is present will be the action of the committee. In lieu of a meeting, the committee may also act by unanimous written consent. The committee shall designate a person (who need not be a member of the committee) to keep minutes of its meetings. The minutes shall be retained by the Secretary of the Company.

Last Amended: March 10, 2008.

The purpose of the Nominating Committee (the "Committee") is to assist the Board of Directors (the "Board") of TradeStation Group, Inc. (the "Company") with the Board's responsibilities regarding:

In so doing, the Committee will endeavor to maintain free and open means of communication between the members of the Committee, other members of the Board and Board committees, and management of the Company.

The Committee will be organized as follows:

The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings as long as they are not inconsistent with any provisions of the Company's Bylaws. The Committee shall meet as frequently as the Board or the Committee deems desirable and shall produce minutes of all meetings.

The Committee may, at its discretion, include in its meetings other directors or members of the Company's management or any other personnel employed or retained by the Company or any other persons whose presence the Committee believes to be necessary or appropriate. The Committee may also exclude from its meetings any persons it deems appropriate to exclude.

The Committee may form and delegate authority to subcommittees when appropriate; provided that any such subcommittee must be comprised solely of a member or members of the Committee and must produce minutes of its meetings.

The goals and responsibilities of the Committee are to:

The Committee shall consider the following criteria, among others, in recommending candidates for election or appointment to the Board:

In recommending directors for election or appointment to the Board, it shall be a primary objective of the Committee to assure that the Board satisfies the independence requirements of The Nasdaq Stock Market and any other applicable self-regulatory or regulatory requirements.

In performing their responsibilities, Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:

The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firms' fees and other retention terms, at the Company's expense.

CHARTER OF COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
OF TRADESTATION GROUP, INC.,
a Florida corporation (the "Company")

The primary purpose of the Compensation Committee (the "Committee") is to assist the Board of Directors (the "Board") in fulfilling its responsibilities relating to (a) employee compensation, benefit and equity plans and (b) executive officer compensation components, packages, plans and programs, with the general goal of attracting and retaining highly-qualified and effective executive management and seeking to increase overall employee performance in a manner consistent with the best interests of the Company’s shareholders. Consistent with this purpose, the Committee should encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels.

The Committee shall primarily further its purpose through the carrying out of the following responsibilities and duties:

Document Review

To review this Charter at least annually and recommend any changes to the Board for approval, and to adopt and implement such formal, written policies as it deems appropriate in fulfilling the purpose and performing the responsibilities set forth in this Charter. 

Plan Administration

Executive Officer Compensation Matters

Disclosure and Reporting

The Committee shall have the authority, without seeking Board approval, to retain any outside counsel, accountants, compensation consultants and/or other experts or advisors whose assistance the Committee deems necessary for the carrying out of its responsibilities and duties, including, without limitation, in the evaluation of CEO and other executive officer compensation and, in discharging its oversight responsibilities, investigating any matter brought to its attention. The Committee shall also have the authority to determine and set the appropriate compensation for such advisors. In addition to, or in lieu of, the use of such advisors, the Committee may obtain, access and utilize such available resources, such as executive compensation databases, surveys and similar resources, as it deems helpful or appropriate to identify and analyze the Company’s peer group or other relevant comparative analysis benchmarks relating to executive compensation, the Plans and any other matters the Committee deems appropriate.

The Committee shall be comprised of at least two (2) directors, all of whom shall be independent in accordance with the The NASDAQ Marketplace Rules and shall satisfy any other standards of independence under applicable federal securities and tax laws and rules (including being qualified as a "non-employee director" within the meaning of Rule 16b-3 promulgated under the Exchange Act and “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended) and all other requirements of the Plans that the Committee administers. The members of the Committee shall be appointed at least annually by the Board and may be removed by the Board at any time. The Board shall designate a Chairperson of the Committee from among its members. The vote of a majority of the members of the Committee shall be the act of the Committee.

The Committee shall meet at least one time annually or more frequently as circumstances dictate or as it determines necessary to carry out its responsibilities under this Charter. As part of its responsibility to foster open communication, the Committee shall meet at least annually, and may meet more often, with or without senior management (or specified members of senior management) in separate executive sessions to discuss any matters that the Committee (or any of senior management) believe should be discussed privately. The Committee shall have the authority to delegate certain of its duties and responsibilities to subcommittees or members of the Committee including, without limitation, the Chairperson of the Committee. The Committee may also meet with, and solicit and consider the opinions or assistance of, other independent, non-employee directors of the Company prior to making final decisions.

Members of the Committee may participate in a meeting by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence at such a meeting. In lieu of a formal meeting, the Committee may act by a unanimous written consent which shall memorialize an informal meeting or discussions pursuant to which all material terms of the subject action(s) described in the consent were agreed upon by all Committee members on the date noted in the consent. The Committee shall designate a person (who need not be a member of the Committee) to keep minutes of its meetings. The minutes and any unanimous written consent shall be submitted to the Company’s Secretary and retained in the Company's minute book. Subject to the Company's Articles of Incorporation and Bylaws, as amended from time to time, and this Charter, the Committee may fix its own rules and procedures.

This Charter was adopted on July 20, 2005 by the Board, and amended by the Compensation Committee for recommendation to the Board for approval and ratification on each of January 10, 2007, February 14, 2007 and March 10, 2008.