Charter of the Compensation Committee of the Board of Directors

The Compensation Committee shall be composed solely of members who are “independent” under the rules of The NASDAQ Stock Market, Inc., as from time to time in effect and applicable to the Company. This Committee shall review and make recommendations to the Board concerning officer salaries, termination arrangements, bonus programs, executive perquisites, performance award grants and other benefits.

This Committee shall also be responsible for the consideration and authorization, approval or ratification of related-party transactions, as required by the Bylaws and as contemplated by Sections 14-2-861(b) and 14-2-862 of the Georgia Business Corporation Code. However, any member of the Committee having an interest in any such transaction shall not participate in the consideration thereof, but in such event the presence of a quorum and vote required for effective action shall be determined as provided in such Section 14-2-862.

This Committee shall also serve as, and shall exercise all authority of, the “Committee” specified in the 1992, 1997 and 2000 Stock Incentive Plans with respect to any Options or Awards granted thereunder to an individual who is also an Officer or Director, as defined therein, and shall further exercise the authority of the Board of Directors with respect to determinations that the value of other benefit to the Company received in connection with or as a result of the award under such Plan of shares of Restricted Stock to any such individual constitutes adequate consideration for the issuance of such shares. This Committee shall also have the sole authority and discretion under the 1981 Incentive Stock Option Plan and 1986 Non-Qualified Stock Option Plan, with respect to options granted to or held by any individual who is also an officer or director of the Company for the purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended.

With respect to all activities of the Committee concerning the compensation or benefits of the Chief Executive Officer, the Committee may receive information and recommendations from the CEO, but the CEO shall not be present during or otherwise participate in the Committee’s deliberations or voting.

Revised: February 6, 2004