Revised April 6, 2006

Compensation & Organization Development Committee
of the Board of Directors


A. Name

There shall be a committee of the Board which shall be called the Compensation & Organization Development Committee.

B. Purpose

The Committee shall (1) have direct responsibility to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and the development of compensation philosophies and practices generally; (2) produce an annual report on executive compensation for inclusion in the Company’s proxy statement for its Annual Meeting of Shareholders in accordance with applicable rules and regulations; and (3) oversee the Company’s leadership and organization development, including review of appropriate executive succession planning.

C. Committee Membership and Procedure

The Committee shall consist of no fewer than three members. Each member of the Committee shall be an “independent director” as defined in New York Stock Exchange rules and, if deemed appropriate from time to time, 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 Board shall appoint the members of the Committee and its chairman. The Board shall have the power at any time to change the membership of the Committee.

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities. The Committee may form subcommittees for any purpose and with such power and authority as it deems appropriate.

A majority of the members of the Committee present in person or by means of conference telephone or other communications equipment shall constitute a quorum. The Committee shall maintain minutes of its meetings.

D. Committee Authority and Responsibilities