2004 Committee Charter : ETN

The Compensation and Organization Committee shall be comprised of at least three
Directors, all of whom meet the independence requirements of the New York Stock
Exchange and the Board of Directors. The Committee members shall be appointed by
the Board of Directors upon the recommendation of the Governance Committee or a
majority of the independent members of the Board. Committee members may be
removed by the Board of Directors at any time upon the recommendation of the
Governance Committee or a majority of the independent members of the Board.

The Compensation and Organization Committee shall have the following
responsibilities:

1. Annually evaluate the performance of the Chairman and Chief Executive
Officer, taking into account input from all outside Directors, and review
the performance evaluations of the other elected officers of the Company;

2. Maintain and periodically review a succession plan for key officer positions
of the Company, including the positions of Chairman and Chief Executive
Officer and Chief Operating Officer;

3. Recommend to the Board the individual who should assume the position of
Chairman and Chief Executive Officer if that position becomes vacant due to
unforeseen circumstances;

4. Annually review the aggregate amount of awards to be made under the
Executive Incentive Compensation Plan and adjust that amount as the
Committee deems appropriate within the terms of the Plan;

5. Establish performance objectives under the Company's long-term incentive

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compensation plans and determine the attainment of such performance
objectives;

6. Annually determine the salary of each elected officer of the Company,
subject to discussion by the Board and endorsement by the independent
Directors;

7. Annually review the awards to be made to the elected officers under the
Executive Incentive Compensation Plan;

8. Annually review the awards to be made to the elected officers under the
Company's long-term incentive compensation plans;

9. Administer the Company's stock plans and periodically approve grants of
stock options and other equity-based awards to Company employees;

10. In determining the compensation of the Chairman and Chief Executive Officer,
the Committee shall (a) review and approve corporate goals and objectives
that the Committee deems to be relevant to Chairman and Chief Executive
Officer compensation, (b) evaluate the Chairman and Chief Executive
Officer's performance in light of those goals and objectives and (c) set the
Chairman and Chief Executive Officer's compensation level based on that
evaluation.

11. Review proposed organization or responsibility changes at the officer level;

12. Periodically review all of the Company's compensation and perquisite
practices for employees who are key to the Company's business to confirm
that such practices remain equitable and competitive;

13. Establish such share ownership retention guidelines for Company officers and
other executives as the Committee may deem appropriate and monitor the
administration of those guidelines;

14. Review (a) proposed new employee benefit plans for very large employee
populations, (b) material changes to the basic conceptual direction of any
such existing plans, (c) changes to such plans that would substantially
increase or decrease benefits for officers in any manner that is not
generally similar for all participants and is therefore disproportionate,
(d) proposed new employee benefit plans that are material and primarily for
the benefit of employees who are key to the Company's business, (e) equity
compensation plans which, under the New York Stock Exchange listing
standards, are subject to shareholder approval and (f) changes to any such
existing plans that would substantially increase or decrease the benefits
provided by those plans;

15. Prepare an annual report for the Company's proxy statement regarding
executive compensation, as required by the rules of the Securities and
Exchange Commission and the New York Stock Exchange;

16. Periodically report to the Board concerning the Committee's actions,
conclusions and recommendations; and

17. Assure that performance evaluations of the Committee are conducted annually.

The Compensation and Organization Committee shall have the authority to retain
and terminate compensation consultants and other advisors to advise the
Committee in the evaluation of compensation for the Chairman and Chief Executive
Officer and other officers or on other matters. The Committee shall exercise
sole authority to approve the fees and other retention terms for such
consultants or other advisors, who will be directly responsible to the
Committee.