P.O. Box 1118 • 1200 American Flat Road • Virginia City, NV 89440 Direct (775) 848-5310 • Facsimile (775) 847-4762 Page 2 of 5     CHARTER OF THE COMPENSATION COMMITTEE  I. Purpose and Power  The Compensation Committee (“Committee”) has been established by the Board to assist the Board in discharging and performing the duties of the Board with respect to management compensation, succession planning and employee benefits, including: • The assessment and compensation of the chief executive officer.  • The compensation of directors and other executive officers.  • The assessment of compensation arrangements, plans, policies and programs.  • The assessment of benefit and welfare plans and programs.  • The assessment of organizational systems and plans, including those relating to management development and succession planning. • The discussion of the Compensation Discussion & Analysis (“CD&A”) required by SEC Regulation S-K, Item 402, with management, and the recommendation that the CD&A be included in the annual proxy statement or Form 10-K.  The Committee has the right to exercise any and all power and authority of the Board with respect to matters within the scope of this Charter, subject to the ultimate power and authority of the Board. The Board shall continue to have the ultimate duty and responsibility to manage or direct the management of the business and affairs of the Corporation.  The Committee has the authority to conduct any and all investigations it deems necessary or appropriate, to contact directly the officers and other employees and advisors and require them to provide any and all information and advice it deems necessary or appropriate, and to retain legal, human resource or other advisors it deems necessary or appropriate.  The Committee has the authority to set aside for payment, pay and direct the payment of such legal, human resource and other advisors.  The advisors retained by the Committee shall report directly to the Committee, and shall be accountable to the Committee and the Board, for their services.  II. Composition  The Committee shall be comprised of that number of directors (but not less than two) as may be determined from time to time by the Board. Each member of the Committee shall be a non-employee director within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 and an outside director within the meaning of Section 162(m) of the Internal Revenue Code of
Page 2 >