Exhibit
  3.4


|COMPENSATION
      COMMITTEE CHARTER
|------------------------------------

I. APPOINTMENT OF COMPENSATION
  COMMITTEE

The Companys By-Laws
  authorize the Board of Directors to appoint committees having the authority
  to perform such duties as the Board may determine. The Board of Directors has
  appointed the Compensation Committee to serve the purposes set forth in this
  Charter, and has delegated the duties and responsibilities set forth in this
  Charter to the Compensation Committee. The Compensation Committee will report
  to the Board of Directors as provided in this Charter.

II. PURPOSE

(1) The Compensation Committee
  shall assist the Board of Directors in fulfilling its fiduciary responsibilities
  relating to the Companys compensation and benefit plans, including, as
  appropriate, compensation and benefit plans of the Companys ventures and
  affiliates.

(2) The Compensation Committee
  shall determine the appropriate policy for the Companys executive pay
  and benefit programs, including, as appropriate, executive pay and benefit programs
  for the Companys ventures and affiliates.

(3) The Compensation Committee
  shall review the adequacy of the Companys management succession plans.

(4) The Compensation Committee
  shall review the performance of the Chief Executive Officer.

(5) The Compensation Committee
  shall discharge the Boards responsibilities relating to compensation of
  the Companys executives and produce an annual report on executive compensation
  for inclusion in the Companys annual proxy statement, in accordance with
  applicable rules and regulations.

III. OPERATING POLICIES

(1) The Compensation Committee
  shall be composed of three or more independent directors. A directors
  independence shall be determined in accordance with the Companys Principles
  of Corporate Governance. The Corporate Governance and Responsibility Committee
  will recommend to the Board the directors to be members of, and to fill any
  vacancies on, the Compensation Committee (including the position of Compensation
  Committee Chair), as provided in the Companys Principles of Corporate
  Governance. The Board may remove a member from the Compensation Committee at
  any time, with or without cause.

(2) The Compensation Committee
  shall meet at such times and places as the Compensation Committee shall deem
  advisable on the call of the Chairman of the Compensation Committee, the Chairman
  of the Board, the Chief Executive Officer, or, in their absence, by any member
  of the Compensation Committee. The presence of a majority of the members of
  the Compensation Committee then in office shall constitute a quorum for the
  transaction of business.

(3) The Compensation Committee
  shall take the minutes of all Compensation Committee meetings and approve them
  by subsequent action. The Compensation Committee shall circulate the minutes
  of the Compensation Committee meetings to the Board for review.

(4) The Compensation Committee
  shall determine its rules of procedure in accordance with the Companys
  Principles of Corporate Governance.

(5) At each regular Board
  meeting held following a Compensation Committee meeting, the Compensation Committee
  shall report to the Board regarding the action taken by the Compensation Committee.

(6) The Compensation Committee
  has the authority to retain independent, outside counsel or other professional
  services as it deems necessary, without seeking Board approval.

(7) The Company shall provide
  such funding as the Compensation Committee determines is necessary for payment
  of compensation to any counsel or other advisors employed by the Compensation
  Committee.

IV. DUTIES AND RESPONSIBILITIES

(1) The Compensation Committee
  shall review periodically the Companys philosophy regarding executive
  compensation.

Annually, the Compensation
  Committee shall assess the Companys competitive position for the Companys
  components of executive compensation.

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(2) The Compensation Committee
  shall adopt, amend, administer and terminate compensation and benefit plans
  and policies (other than those relating to non-employee directors) as it deems
  advisable (including any such plan qualifying under Rule 16b-3 under the Securities
  Exchange Act of 1934).

(3) The Compensation Committee
  may delegate, as the Compensation Committee deems advisable, certain responsibilities
  to an appropriate management or administrative committee of the Company; provided,
  however, that the Compensation Committee shall have the sole authority to retain,
  terminate and approve the fees and other retention terms of any compensation
  consultant retained to assist in the evaluation of Chief Executive Officer compensation
  or other executive compensation.

(4) The Compensation Committee
  shall review periodically and, as appropriate under the terms of the relevant
  joint venture agreements, approve the executive compensation plans and policies
  of the Companys ventures and affiliates.

(5) The Compensation Committee
  shall review periodically reports from management regarding funding of the Companys
  pension plans.

(6) The Compensation Committee
  shall review management and make recommendations to the Board as to management
  succession plans, including assessments of management at the Companys
  ventures and affiliates.

(7) Annually, the Compensation
  Committee shall review and approve corporate goals and objectives relating to
  Chief Executive Officer compensation.

(8) On behalf of the Board
  and the shareholders, the Compensation Committee shall evaluate the performance
  of the Chief

Executive Officer annually
  in light of the corporate goals and objectives. As part of this evaluation,
  the Compensation Committee will seek input from the other non-employee directors
  on the Chief Executive Officers performance.

(9) The Compensation Committee
  will summarize and present the results of the evaluation of the Chief Executive
  Officers performance to the Board during an executive session of the non-employee
  directors.

(10) The Compensation Committee
  will incorporate the performance evaluation results in setting the Chief Executive
  Officers compensation level and will make pay decisions for all officers,
  including the Chief Executive Officer, subject to final review with the Board.

(11) The Compensation Committee
  shall review executive performance and prepare an annual report on executive
  compensation for inclusion in the Companys annual proxy statement, in
  accordance with applicable rules and regulations.

(12) The Compensation Committee
  shall conduct an annual self-evaluation, which will be incorporated into the
  Corporate Governance and Responsibility Committees annual report to the
  Board on Board and committee performance.

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