Compensation and Stock Option Committee Charter

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Purpose

The Compensation and Stock Option Committee is appointed by the Boards to discharge the respective Boards' responsibilities relating to compensation of the Company's executive officers* and directors. The Committee has overall responsibility for (1) approving and evaluating the executive officer compensation plans, policies and programs of the Company, (2) reviewing the compensation of non-management directors, and (3) administering GDW's Incentive Bonus Plan.

The Compensation and Stock Option Committee will act as the Stock Option Committee of the Board of Directors of GDW. The Committee will administer GDW's stock option plans and other equity-based plans, and will have the authority and responsibilities provided in any such plans.

The Compensation and Stock Option Committee is further responsible for producing an annual report on executive compensation for inclusion in GDW's proxy statements.

* The executive officers of the Company are the CEOs and other officers of GDW subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.

Membership

The Compensation and Stock Option Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence requirements of the New York Stock Exchange, the "disinterested person" requirements of the rules of the Securities and Exchange Commission, and the "outside director" requirements of the Internal Revenue Code.

The members of the Compensation and Stock Option Committee shall be appointed by the Boards, on the recommendation of the Nominating and Corporate Governance Committee, and may be replaced by the Boards.

Authority and Responsibilities

1.

The Compensation and Stock Option Committee shall annually review and approve corporate goals and objectives relevant to the CEOs' compensation, evaluate the CEOs' performance in light of those goals and objectives, and recommend to the independent directors the CEOs' overall compensation levels based on this evaluation. In determining the long-term incentive component of the CEOs' compensation, the Committee will consider GDW's performance and relative shareholder return, the value of similar incentive awards to the CEOs at comparable companies, and the awards given to the CEOs in past years.

2.

The Compensation and Stock Option Committee shall annually review and make recommendations to the Boards (or the independent directors, in the case of the CEOs) with respect to the annual base salary levels and annual incentive opportunities of the CEOs and the other executive officers. In addition, periodically and as and when appropriate, the Committee shall review and approve the following: (a) incentive compensation plans and equity-based plans, (b) any employment agreements, severance agreements, and change in control agreements/provisions, and (c) any special or supplemental compensation.

3.

The Compensation and Stock Option Committee shall periodically review and report to the Boards with respect to the compensation of the non-management directors.

4.

The Compensation and Stock Option Committee shall have authority to obtain advice and assistance from internal or external legal, accounting or other advisors. In the limited instances when compensation consultants may be used the Committee shall have sole authority to engage such consultants.

5.

The Compensation and Stock Option Committee may form and delegate authority to subcommittees when appropriate.

Reports

The Compensation and Stock Option Committee shall make regular reports to the Boards.

Review

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

(Revised April 27, 2004)