The Compensation Committee shall (1) discharge the Board’s responsibilities relating to compensation of the Company’s executives in accordance with the Company’s by-laws, and (2) produce an annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations.


Committee Membership and Procedure


The Compensation Committee shall consist of no fewer than three members, each of whom shall satisfy the independence requirements of the New York Stock Exchange, 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, as amended.


The Board shall appoint the members and the Chairman of the Compensation Committee annually, considering the recommendation of the Nominating / Corporate Governance Committee, and further considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate.


The Board shall have the power at any time to change the membership of the Compensation Committee and to fill vacancies in it, subject to such new member(s) satisfying the "independence" requirement.


Committee Authority and Responsibility


• The Compensation Committee shall review and make determinations with regard to the employment arrangements, compensation, bonuses, awards and other amounts and matters for the Chief Executive Officer, President, and Chief Financial Officer or Treasurer, and accept, modify or reject the Chief Executive Officer’s recommendations as to bonuses, options and other similar awards to executives and employees of the company.


• The Compensation Committee shall review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation.


• In determining the long-term incentive component of CEO compensation, the Compensation Committee may consider all relevant information, as the committee deems appropriate, including by way of example the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s CEO in past years.


• The Compensation Committee shall adopt, administer, approve and ratify awards under incentive compensation and stock plans, including amendments to the awards made under any such plans, and review and monitor awards under such plans


• The Compensation Committee shall make recommendations to the Board with respect to incentive compensation plans and equity-based plans.


• The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and shall have the sole authority to approve the consultant’s fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.


• The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually review its own performance.


• The Compensation Committee shall make regular reports to the Board.


Last reviewed January 2005