EXHIBIT 99.2

                               BOARD OF DIRECTORS

                     CORPORATE GOVERNANCE COMMITTEE CHARTER

ORGANIZATION

Membership

The Corporate Governance Committee consists of at least three directors, each of
whom shall be independent, as such term is defined in the Corporate Governance
Principles of the Board of Directors (the "Board"). Membership on the Corporate
Governance Committee is determined annually by the Board upon the recommendation
of the Corporate Governance Committee. The Corporate Governance Committee
Chairman is appointed by the Board. Should any member of the Corporate
Governance Committee cease to be independent, such member shall immediately
resign his or her membership on the Corporate Governance Committee.

Meetings

The Corporate Governance Committee meets at least twice each year. Additional
meetings are scheduled as needed. A majority of the members of the Corporate
Governance Committee shall constitute a quorum for the transaction of business.
Minutes are recorded by the Secretary to the Corporate Governance Committee.
Approval by a majority of the members present at a meeting at which a quorum is
present shall constitute approval by the Corporate Governance Committee. The
Corporate Governance Committee may also act by unanimous written consent without
a meeting.

PURPOSE

The Corporate Governance Committee (1) identifies individuals qualified to
become Board members and recommends to the Board the director nominees for each
annual meeting of shareholders; (2) recommends to the Board any changes in the
Company's Corporate Governance Principles; (3) leads the Board in its annual
review of the Board's performance, and makes recommendations to the Board
regarding Board organization, membership, function and effectiveness, as well as
committee structure, membership, function and effectiveness; (4) recommends to
the Board director nominees for each Board committee; (5) reviews the Company's
efforts to promote diversity among directors, officers, employees and
contractors; (6) ensures an orientation for all directors; and (7) performs such
other functions as are allocated to it under the Corporate Governance
Principles.



RESPONSIBILITIES

The Corporate Governance Committee shall:

1.    Have the authority to retain and terminate any search firm to be used to
      identify any director candidates and shall have authority to approve the
      search firm's fees and other retention terms.

2.    Periodically review and recommend any changes in the size, composition,
      organization and operational structure of the Board and its standing
      committees. The Corporate Governance Committee shall also periodically
      review and reassess the adequacy of the Company's Corporate Governance
      Principles, and recommend any proposed changes to the Board for approval.

3.    Review and make recommendations on the range of skills and expertise which
      should be represented on the Board, and the eligibility criteria for
      individual Board membership.

4.    Identify and recommend potential candidates for election to the Board.

5.    Make recommendations to the Board on committee assignments and the
      position of chairman of each committee.

6.    Review and make recommendations to the Board on the Company's efforts to
      promote diversity among directors, officers, employees and contractors.

7.    Monitor ongoing developments pertaining to corporate governance practices
      and initiatives.

8.    Evaluate the performance of the Board annually, as well as the
      effectiveness of the Board, each committee and individual directors.

9.    Review and reassess the adequacy of this charter annually and recommend
      any proposed changes to the Board for approval. Additionally, the
      Corporate Governance Committee shall annually evaluate its own
      performance.

10.   Recommend to the Board the slate of Company Officers for election.

11.   Approve or disapprove directorships prior to acceptance by an Officer of
      the Company.

12.   Review potential conflicts of interest of members of the Board.

REPORTING RESPONSIBILITY

All actions taken by the Corporate Governance Committee shall be reported to the
Board at the next Board meeting following such action.

In addition, corporate governance matters may be discussed in executive session
with the full Board during the course of the year.

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