2003 Compensation Charter: BFB

Compensation Committee Charter

Purpose:

The Compensation Committee of the Board of Directors is responsible for overseeing the philosophy and strategy of the Company's compensation programs, discharging the Board's responsibilities relating to compensation of the Company's directors and executives, and producing the Committee report included in the annual proxy statement in accordance with applicable SEC rules and regulations.


Committee Membership:

The Compensation Committee shall be comprised of at least three directors, each of whom shall be (a) "independent" from management as that term is defined by the listing standards of the New York Stock Exchange; (b) a "non-employee director" as that term is defined by Rule 16b-3 of the Securities and Exchange Commission; and (c) an "outside director" as that term is defined by the regulations applicable to Internal Revenue Code Section 162(m). The members of the Committee and the Chairperson shall be appointed by the Board of Directors.


Meetings:

The Compensation Committee shall meet at least twice each year. The Chairperson may call additional meetings as circumstances arise. A majority of the total number of members shall constitute a quorum to conduct business with the full authority of the Committee.


Committee Authority and Responsibility:

The Compensation Committee acts with the authority of the Board to oversee the compensation programs of the Company. All employees are directed to cooperate as requested by the Committee.

The Committee endeavors to ensure that the compensation programs of the Company are designed to enable the Company to recruit, retain and motivate talented and diverse domestic and international executives, while supporting organizational objectives and shareholder interests.

The Committee has the sole authority to determine the compensation of the Company's Chief Executive Officer, including the award of equity- based compensation, bonuses and other incentives. In determining the appropriate compensation to be awarded to the CEO, the Compensation Committee will consider the CEO's performance, the Company's performance including the level of achievement against quantitative goals, and survey data of compensation paid to CEO's at comparable companies determined by the Compensation Committee.

On an annual basis, the Committee reviews and approves goals and objectives relevant to the compensation of the Company's Designated Executive Officers (other than the Chief Executive Officer), evaluating those officers' performance in light of those goals and objectives, and determining such officers' compensation based on this evaluation.

The Committee reviews and reports to the Board for its consideration any cash or equity incentive compensation plans applicable to the Company's executives.

The Committee receives and reviews recommendations from the Management Compensation Review Committee for director compensation, and then submits those recommendations to the Board for approval.


Subject to regulatory limits on delegation, the Committee has full authority to delegate its duties to such person(s) or subcommittee(s) as the Committee deems appropriate.

The Committee shall promptly inform the Board of the action taken or issues discussed at its meetings. This will generally take place at the Board meeting following a Committee meeting.

The Committee shall review this Charter on an annual basis and update it, when needed, with Board approval.


Advisors:

The Committee, as it deems necessary, shall have the exclusive authority, at the expense of the Company and without management approval, to retain persons having special competence to assist the Committee in fulfilling its responsibility.


Performance Review:

The Committee shall annually evaluate the Committee's own performance.