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Compensation Committee Charter
Charter of the Compensation Committee of the Board of Directors

MISSION

The Compensation Committee, which serves at the discretion, and is subject to the control and direction, of the Board of Directors, is responsible to ensure that Directors and certain key executives are effectively compensated in terms of base compensation, short and long term incentive compensation and benefits that are competitive. Additionally, the Committee is responsible for evaluating the performance of the Chairman and Chief Executive Officer and review with Management the succession planning process for key executive positions.

COMPOSITION

The Compensation Committee shall be comprised of three or more members of the Board of Directors and shall comply with the "independent director" requirements of the rules of the New York Stock Exchange. Additionally, no director may serve unless he or she (i) is a "Non-employee Director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended and (ii) satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code, including the requirement that he or she not receive remuneration from the Company, either directly or indirectly, in any capacity other than as a director.

Members are nominated by the Governance and Nominating Committee for appointment by the Board of Directors in April of each year, and at other times when necessary to fill vacancies. The Governance and Nominating Committee, in submitting such nominations to the Board of Directors, will take into consideration the nominee's experience and familiarity with pay practices for public companies as well as equity forms of compensation for senior level company executives. Members serve at the discretion of the Board of Directors and may be removed with or without cause by a majority of the full Board.

One of such Directors will be designated as Chairman of the Compensation Committee. The duties and responsibilities of a member of the Compensation Committee are in addition to those as a member of the Board of Directors. A majority of the duly appointed and qualified members of the Compensation Committee shall constitute a quorum for the transaction of business brought before the Committee. Additionally, a secretary will be appointed who may be an employee of the Company.

No member of the Compensation Committee shall be an officer or former officer of the Company or an "affiliated person" of the Company or any of its subsidiaries. No member of the Compensation Committee may have any interlocking relationships required to be disclosed under the federal securities laws, including Item 402(j)(3) of Regulation S-K.

MEETINGS

The Compensation Committee of the Board of Directors shall meet not less than three times during each calendar year and may meet more frequently as circumstances warrant. As part of its review and establishment of the performance criteria and compensation of designated proxy executives, the Compensation Committee should meet separately at least on an annual basis with the CEO, the Company's principal human resources executive and any other corporate officers, as it deems appropriate. In advance of each meeting, an agenda and any other available relevant information will be furnished to the members.

RESPONSIBILITIES

The Compensation Committee will oversee, administer and approve, or, as required, recommend approval to the Board of Directors or Shareholders of the Company:

  1. Compensation for proxy executives including, without limitation:

    • Base Salary

    • Short Term Incentives

    • Long Term Equity and/or Cash Incentives

    • Employment Agreements, Consulting Agreements, Severance or Termination Arrangements

    • Any other significant elements of executive remuneration

  2. Goals and objectives relevant to the compensation of the CEO and the other designated proxy executives.

  3. Perform an annual evaluation of the CEO's performance, and recommend changes in the CEO's compensation to the Board of Directors.

  4. Recommend to the Governance & Nominating Committee changes in Compensation for Directors including:

    • Annual Retainer

    • Meeting Fees

    • Stock Options

    • Deferred Compensation

    • Any other significant elements of Director remuneration

  5. Stock option grants made to other employees.

  6. Actions, amendments or other changes in the qualified and non-qualified retirement plans and non-qualified deferred compensation plans

  7. The Committee's annual report on Executive Compensation for the Company's Proxy Statement.

  8. Establishment of and delegation to subcommittees as deemed appropriate and necessary.

  9. The Committee shall be responsible for the retention and fees of any outside consulting firm in evaluating proxy executive compensation.

  10. Annual review of succession planning for key executive positions.

  11. Publicly disclose the charter and any amendments to the charter on the Company's website and/or as otherwise required by the Securities and Exchange Commission or the NYSE.

  12. Reimbursement of the Company for, or forfeiture of, any profits, bonus or equity-based compensation by the Company's CEO, CFO and/or executive officers in connection with an accounting restatement.

  13. Annually the Committee will complete a self-evaluation of its performance for the preceding year including compliance with the Committee's Charter.

  14. Annually review the adequacy of the Compensation Committee Charter and recommend to the Board of Directors any necessary or desirable changes to the charter

RESOURCES

The Compensation Committee will be provided administrative support from the Company and will have access to such additional resources as may be required by specific circumstances.

Approved: 01/30/04







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