2003 Compensation Charter: ARG

Governance & Compensation Committee Charter

Purpose
The purpose of the Governance and Compensation Committee is to (1) identify individuals qualified to become members of the Board and recommend that the Board select the nominees for director for election at the next annual meeting of stockholders; (2) oversee the annual self-assessment of the Board's performance; (3) develop and recommend to the Board the Corporate Governance Guidelines; (4) discharge the Board's responsibilities relating to compensation of the Company's executives and directors; and (5) produce an annual report on executive compensation for inclusion in the Company's proxy statement.

Membership
The Committee members and chair will be elected by the Board of Directors annually. The Committee shall consist of at least three members of the Board. Each member of the Governance and Compensation Committee shall satisfy the independence requirements of the New York Stock Exchange, and meet the definition of "non-employee director" under Rule 16b-3 under the Securities Exchange Act of 1934, and "outside director" for purposes of Section 162(m) of the Internal Revenue Code of 1986. The members of the Governance and Compensation Committee shall serve until their successors are appointed and qualified. The Board shall have the power at any time to change the membership of the Governance and Compensation Committee and to fill vacancies in it, subject to such new member(s) satisfying the above requirements. Except as expressly provided in this Charter, the Bylaws of the Company or the Corporate Governance Guidelines of the Company, the Governance and Compensation Committee shall fix its own rules of procedure.

Meetings
The Governance and Compensation Committee will meet periodically, but not less frequently than four times per year. The Governance and Compensation Committee shall report to the Board at each Board meeting immediately following a meeting of the Governance and Compensation Committee.

Authority and Responsibilities
Authority and responsibilities of the Governance and Compensation Committee with respect to nominating and governance shall include:

Developing qualifications for new Board members and interviewing and screening candidates for nomination to membership on the Board and recommending a slate of nominees to the Board for election as directors at the Company's annual meeting of stockholders, in accordance with the Corporate Governance Guidelines;

Having the sole authority to retain and terminate any search firm to be used to identify director candidates and having sole authority to approve the search firm's fees and other retention terms;

Overseeing the annual self-assessment of the performance of the Board; reviewing the qualifications of incumbent directors and determining whether to recommend them for re-election to the Board in accordance with the Corporate Governance Guidelines;

Reviewing and reassessing at least annually the adequacy of the Corporate Governance Guidelines of the Company and recommending any proposed changes to the Board for approval;

Reviewing its own performance annually;

Reviewing the Company's policies for director compensation and recommending director compensation programs in accordance with the Corporate Governance Guidelines and the charters of other committees of the Board;

Reviewing and recommending assignments of Board members to committees of the Board; reviewing annually, or more often if appropriate, the directors who are members (including qualifications and requirements), structure (including authority to delegate) and performance of committees of the Board (including reporting to the Board), and making recommendations to the Board, as appropriate;

Annually evaluating the performance of the Chief Executive Officer and reviewing succession plans for senior executives;

Considering the qualifications of the persons recommended for election as directors by stockholders of the Company in accordance with procedures in the Company's Bylaws for stockholder proposals and the Corporate Governance Guidelines;

Developing and recommending to the Board a Code of Ethics, and considering requests for waivers from the Company's Code of Ethics. The Company shall make disclosure of such waivers as required by applicable law and regulations and the rules of the New York Stock Exchange;

Reviewing and recommending changes to Board policies and procedures and reviewing issues relating to corporate governance as they affect the organization, composition and activities of the Board and its committees; and

Reviewing, at least on an annual basis, the quality of information furnished by management to the Board for Board meetings.

Authority and responsibilities of the Governance and Compensation Committee with respect to compensation shall include:

Reviewing and approving corporate goals and objectives relevant to CEO compensation, evaluating the CEO's performance in light of those goals and objectives, and having the sole authority to determine the CEO's compensation level based on this evaluation;

In determining the long-term incentive component of CEO compensation, considering the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company's CEO in past years;

Reviewing with the CEO and making recommendations to the full Board with respect to, or, in order to satisfy the performance-based compensation requirements under Section 162(m) of the Internal Revenue Code of 1986, approving, performance or operating goals for participants in the Company's incentive plans;

Preparing the report of the Committee with respect to compensation of the CEO and other executive officers to be included in the Company's annual proxy statement or, if the Company does not file an annual proxy statement, in the Company's annual report on Form 10-K;

Having the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and having sole authority to approve the consultant's fees and other retention terms;

Reviewing and approving senior executive compensation, in addition to that of the CEO;

Reviewing and making recommendations to the Board regarding non-CEO compensation and equity-based and incentive compensation programs; and

Administering, approving and ratifying awards to senior executives under incentive compensation and stock plans, including amendments to the awards made under any such plans, and reviewing and monitoring awards under such plans.

General authority and responsibilities of the Governance and Compensation Committee shall include:

Making regular reports to the Board;

Forming, and delegating authority to, subcommittees when appropriate; and

Reviewing and reassessing the adequacy of this Charter annually and recommending any proposed changes to the Board for approval.

The Committee will take such other action, within the scope of the foregoing, and will make reports and recommendations to the Board, as the Committee shall deem appropriate from time to time.