Denmark Bancshares, Inc.
Compensation Committee of the Board of Directors
Charter

Purpose

The Board of Directors of Denmark Bancshares, Inc. (“DBI”) has delegated to the Compensation Committee responsibility for the following functions:

• Oversee DBI’s compensation and employee benefit plans and practices, including its executive compensation arrangements;
• Produce a compensation committee report as described below for inclusion in DBI’s proxy statement.

In performing its duties with respect thereto, the Compensation Committee shall be guided by DBI’s desire to (i) attract and retain high-quality leadership, (ii) provide competitive compensation opportunities which support DBI’s overall business strategy and objectives, and (iii) effectively serve the interests of shareholders.

Composition

The Compensation Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors and free from any relationship that, in the opinion of the Board of Directors, would interfere with the exercise of his or her independent judgment as a member of the Compensation Committee.

The members of the Compensation Committee shall be elected by the Board of Directors at the annual organizational meeting of the Board of Directors and shall serve until their resignation or removal or until their successors shall be duly elected and qualified. Unless a Chairman is elected by the Board, the members of the Compensation Committee may designate a Chairman by majority vote of the full Compensation Committee membership.

Meetings

The Compensation Committee shall meet at least annually, or more frequently as the Compensation Committee deems necessary. Special Meetings of the Compensation Committee may be called at any time by any member thereof on not less than three (3) days notice.

The Compensation Committee may conduct its business and affairs at any time or location it deems appropriate. Attendance and participation in a meeting may take place by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Any action to be taken at any meeting of the Compensation Committee may be taken without a meeting, if all members of the Compensation Committee consent thereto in writing and such writing or writings are filed with the minutes of the Compensation Committee. All decisions of the Compensation Committee shall be determined by the affirmative vote of a majority of the members thereof, and a report of any actions taken by the Compensation Committee shall be delivered at the next meeting of the Board.

Responsibilities and Duties

To fulfill its responsibilities and duties, the Compensation Committee shall:

1. Review DBI’s executive compensation goals, policy and philosophy and monitor the appropriateness of DBI’s executive compensation practices.
2. Review management’s recommendations and advise them on compensation policies such as salary ranges, deferred compensation, incentive programs and bonuses.
3. Approve the base salaries and bonuses of all executive officers, after considering the recommendations of the Chief Executive Officer (except with respect to the base salary and bonus of the Chief Executive Officer himself or herself).
4. Review, on a periodic basis, surveys and other data to gauge the competitiveness and appropriateness of levels and elements of compensation and benefits provided to executives of DBI.
5. Periodically review and approve or make recommendations to the Board of Directors with respect to the adoption of or material changes in employee benefit plans applicable to the executive officers of DBI.
6. Review, periodically, the level and composition of compensation, benefits and perquisites provided to non-employee members of the Board.
7. Evaluate the performance of DBI’s CEO and other executives as appropriate.
8. Review and discuss with management DBI’s annual “Compensation Discussion and Analysis” (“CD&A”), recommend to the Board that the CD&A be included in DBI’s proxy statement and produce a compensation committee report for inclusion in DBI’s proxy statement regarding these activities.
9. Review and reassess the adequacy of this Charter annually and recommend to the Board of Directors any proposed changes to this Charter.
10. Take such further actions with respect to compensation programs of DBI to the extent provided by the Board of Directors, and to take such other actions as may be necessary or appropriate in connection with any and all compensation matters as to which the Compensation Committee has been authorized to act.