Compensation Committee Charter


Effective date: October 26, 2004

I. Authority and Responsibilities
II. Operations of the Committee


1.     Compensation of Officers. The Committee shall review and approve at least once a year:

      the Company's goals and objectives relevant to compensation of the Chief Executive Officer and other senior officers of the Company;

      the performance of the Chief Executive Officer and other senior officers in light of those goals and objectives;

      the salaries and other remunerations of the Chief Executive Officer and the senior officers of the Company, including, without limitation, employment agreements or other employment inducements, as well as severance arrangements.

For the purposes of this charter, the term "senior officers" shall mean those officers designated by the Board as executive officers of the Company, as well as such other officers of the Company as the Committee shall designate by resolution.

The Committee shall have the power and authority to approve, adopt and implement the incentive, stock option and similar equity-based plans of the Company, and shall have the power to approve, disapprove, modify or amend all plans designed and intended to provide compensation primarily for senior officers of the Company.

2.     Criteria for Compensation. In determining incentive compensation to be paid to the Chief Executive Officer and the senior officers, the Committee shall consider the Company's performance and relative shareowner concerns, the value of similar incentive awards to chief executive officers and the senior officers at comparable companies, and the awards given to the Company's Chief Executive Officer and the senior officers in preceding years.

3.     Consultants and Resources. The Committee shall have the sole authority to engage and terminate any outside consultant to assist in determining appropriate compensation levels for the Chief Executive Officer or other senior management. The Company will provide funding and staff resources to the Committee as requested.

4.     Report to Shareholders. The Committee shall produce an annual report on executive compensation for inclusion in the Company's annual proxy statement, all in accordance with applicable rules and regulations.

5.     Delegation. The Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee. The Board of Directors, upon application by the Committee, may appoint another Director who is not a member of the Committee to serve as a committee-of-one to take specified actions with respect to the benefit plans applicable to the Company's officers.

6.     Other Duties. The Committee shall also carry out such other duties that may be delegated to it by the Board of Directors from time to time.

7.     Reports to Board. The Committee shall report its actions and any recommendations to the Board of Directors after each Committee meeting.



1.     Composition. The members of the Committee shall be appointed by the Board of Directors. Each member shall meet the independence requirements of applicable law and the listing standards of the New York Stock Exchange. The Board of Directors shall also designate a Committee Chair and may, from time to time, remove members of the Committee.

2.     Schedule of Meetings. In order to discharge its responsibilities, the Committee shall each year establish a schedule of meetings; additional meetings may be scheduled as required.

3.     Conduct of Meetings. A quorum at any Committee meeting shall be a majority of its members. All determinations of the Committee shall be made by either at a meeting duly called and held, at which a quorum was present and acting, or by a written consent to the actions taken signed by all of the members of the Committee.

4.     Documentation and Reports. The Chair of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all meetings of the Committee shall be prepared to document the Committee's discharge of its responsibilities. The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record, shall be approved at a subsequent meeting of the Committee. The Committee shall make regular reports to the Board of Directors.

5.     Self-Assessment. The Committee shall evaluate its performance on an annual basis and develop criteria for such evaluation. At least annually, this charter shall be reviewed and reassessed by the Committee and any proposed changes shall be submitted to the Board of Directors for approval.