Aventine Renewable Energy, Inc.

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AVENTINE RENEWABLE ENERGY HOLDINGS, INC.
A Delaware corporation
(the "Company")

Compensation Committee Charter
Adopted June 6, 2006

Purpose

The Compensation Committee ("Committee") is created by the Board of Directors ("Board") of the Company to:

oversee the Company's compensation and benefits policies generally;

evaluate executive officer performance and review the Company's management succession plan;

review and approve compensation for the Company's CEO and executive officers;

oversee and set compensation for the Company's directors; and

prepare the report on executive officer compensation that the SEC rules require to be included in the Company's annual proxy statement.

Membership

The Committee shall consist of at least three members. Prior to and immediately following the initial public offering of the company (the "IPO"), at least one of the members shall meet the independence requirements of the New York Stock Exchange. A majority of the members of the Committee shall meet the independence standards within 90 days of the IPO and, within one year of the IPO, the Committee shall be fully independent. The members of the Committee shall also be non employee directors for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and satisfy the requirements of an outside director for purposes of Section 162(m) of the Internal Revenue Code. The Nominating and Corporate Governance Committee shall recommend nominees for appointment to the Committee annually and as vacancies or newly created positions occur. Committee members shall be appointed by the Board and may be removed by the Board at any time. The Nominating and Corporate Governance Committee shall recommend to the Board, and the Board shall designate, the Chairman of the Committee.

Responsibilities

In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is responsible for the following matters.

Compensation Policies

The Committee shall review and approve the Company's compensation and benefits policies generally (subject, if applicable, to shareholder ratification), including reviewing and approving any incentive-compensation and equity-based plans of the Company that are subject to Board approval. In reviewing such compensation and benefits policies, the Committee may consider the recruitment, development, promotion, retention and compensation of executive officers and other employees of the Company and any other factors that it deems appropriate. The Committee shall report the results of such review and any action it takes with respect to the Company's compensation and benefits policies to the Board.

Executive Compensation

The Committee shall review and approve for the CEO and each of the Company's executive officers his or her (i) annual base salary level, (ii) annual incentive compensation, (iii) long-term incentive compensation, (iv) employment, severance and change-in-control agreements, if any, and (v) any other compensation, ongoing perquisites or special benefit items. In so reviewing and approving CEO and executive officer compensation, the Committee shall, among other things:

identify corporate goals and objectives relevant to CEO and executive officer compensation;

evaluate the CEO's and each executive officer's performance in light of such goals and objectives and set the CEO's and each executive officer's compensation based on such evaluation and such other factors as the Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation); and

determine any long-term incentive component of the CEO's and each executive officer's compensation based on awards given to the CEO and such executive officer in past years, the Company's performance, shareholder return and the value of similar incentive awards relative to such targets at comparable companies and such other factors as the Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation).

The Committee may delegate to one or more officers of the Company the authority to make grants and awards of stock rights or options to any non-Section 16 officer of the Company under such of the Company's incentive-compensation or other equity-based plans as the Committee deems appropriate and in accordance with the terms of such plans.

Director Compensation

The Committee shall review and approve compensation (including stock option grants and other equity-based compensation) for the Company's directors. In so reviewing and approving director compensation, the Committee shall:

identify corporate goals and objectives relevant to director compensation;

evaluate the performance of the Board in light of such goals and objectives and set director compensation based on such evaluation and such other factors as the Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation); and

determine any long-term incentive component of director compensation based on the awards given to directors in past years, the Company's performance, shareholder return and the value of similar incentive awards relative to such targets at comparable companies and such other factors as the Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation).

Management Succession

The Committee shall, in consultation with the Company's CEO, periodically review and assist with the development of the Company's executive succession planning including policies for CEO selection and succession in the event of the incapacitation, retirement or removal of the CEO, and evaluations of, and development plans for, any potential successors to the CEO and other senior executives.

Disclosure

The Committee shall prepare the annual report on executive officer compensation that the SEC rules require to be included in the Company's annual proxy statement.

Reporting to the Board

The Committee shall report to the Board annually. This report shall include a review of any recommendations or issues that arise with respect to Company compensation and benefits policies, executive officer compensation, management succession planning and any other matters that the Committee deems appropriate or is requested to be included by the Board.

At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation.

The Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board.

Authority

The Committee has the sole authority to retain and terminate any compensation consultant assisting the Committee in the evaluation of CEO or executive officer compensation, including sole authority to approve all such compensation consultant's fees and other retention terms.
The Committee may delegate its authority to subcommittees or the Chairman of the Committee when it deems appropriate and in the best interests of the Company.
Procedures

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. A majority of the Committee shall constitute a quorum. The Chairman of the Committee, in consultation with the other committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this charter.

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© 2006 Aventine Renewable Energy, Inc. All rights reserved.