I.          Purpose

            The Compensation Committee (the “Committee”) is responsible for ensuring that the compensation program of One Liberty Properties, Inc. (the “Company”) is effective in attracting and retaining executives and directors and that it is administered fairly and in the shareholders’ interests.  The Committee will review and recommend to the Board of Directors appropriate executive compensation policies, compensation of the directors and officers, and executive and employee benefit plans and programs, and shall be responsible for overseeing such policies, compensation, plans and programs approved by the Board of Directors and, where appropriate, by the shareholders.

II.          Composition

            The Committee shall be comprised of three or more members, as determined by the Board.  The members shall be nominated by the Nominating and Corporate Governance Committee and appointed annually to one-year terms by the Board.  Unless a chair is elected by the Board, the members of the Committee may designate a chair by majority vote of the full Committee membership.  The members shall serve until their resignation, retirement, removal by the Board or until their successors shall be appointed and shall qualify.  No member shall be removed except by a majority vote of the independent directors then in office.

            The Board must determine in its best judgment that each member of the Committee is independent of management and qualified to serve by experience or education.  An independent director means a director who has been determined by the Board to be free from any material relationship with the Company, other than their relationship as a director or Board committee member, within the meaning of the New York Stock Exchange Rules and any applicable laws and regulations, as amended from time to time.  In addition, each member of the Committee shall be a “non-employee director” as that term is defined under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and, an “outside director” as that term is defined for the purposes of Section 162(m) of the Internal Revenue Code.  No member of the Committee shall occupy a position disclosable as a compensation committee interlock under the rules and regulations of the Securities and Exchange Commission.

            Each member of the Committee shall remain independent during his or her term of service on the Committee, and may not (i) accept any consulting, advisory or other compensatory fee or other compensation, other than standard director’s and committee compensation from the Company, or (ii) become an affiliated person of the Company or any of its subsidiaries.

III.                  Meetings and Procedures

-                      no subcommittee shall consist of fewer than two members, and

-                      the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

IV.                Policies and Principles

The Committee shall apply the following principles in the performance of their duties:

V.                  Responsibilities and Duties

The Committee shall perform the following duties and responsibilities:






VI.         Committee Access to Management and Outside Advisors

VII.               Performance Evaluation