1. Purpose

a) The Committee shall assist in carrying out the responsibilities of the Board relating to compensation of the Company's senior officers and directors by discharging the responsibilities set forth below.

b) The Committee shall prepare the report required by the rules of the U.S. Securities and Exchange Commission to be included in the Company's annual proxy statement.

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2. Membership and Qualifications

a) The Committee shall consist of at least three directors, including a chairman, each selected from the Board upon the recommendation of the Corporate Governance and Nominating Committee. Any Committee member may be removed upon the recommendation of the Corporate Governance and Nominating Committee.

b) Each member of the Committee shall satisfy the independence requirements of the New York Stock Exchange, as well as applicable rules of the United States Securities and Exchange Commission, as such requirements are interpreted by the Board in its business judgment, 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.

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3. Meetings and Other Actions

The Committee will hold a sufficient number of meetings annually to discharge its duties adequately. The Committee will keep minutes of its meetings and will regularly report to the Board on its activities, making recommendations as appropriate. The Committee may form, and delegate authority to, subcommittees when appropriate.

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4. Key Responsibilities and Authority

a) Executive Compensation Policies

The Committee shall establish and oversee the Company's executive compensation policies, including issues relating to pay and performance, targeted pay positioning (such as median or percentile), comparison companies, pay mix and stock ownership.

b) Chief Executive Officer Compensation

The Committee shall establish a formal evaluation process for the chief executive officer, review and approve corporate goals and objectives relevant to chief executive officer compensation and evaluate the chief executive officer's performance in light of those goals and objectives. The Committee shall recommend the chief executive officer's compensation level based on this evaluation to the independent directors, who shall set the chief executive officer's compensation based on this evaluation. Nothing herein precludes general discussions of the compensation of the chief executive officer with the full board of directors.

In determining the long-term incentive component of the chief executive officer's compensation, the Committee shall consider the Company's performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Company's chief executive officer in past years.

c) Compensation of Other Senior Officers

The Committee shall review the chief executive officer's recommendations regarding the compensation of the Company's other senior officers and determine appropriate compensation levels, either as a committee or together with the other independent directors. Depending on the number of senior officers, the Committee may restrict itself to reviewing and approving the compensation of the senior officers who are the chief executive officer's direct reports.

d) Benefit Plans

The Committee shall make recommendations to the Board with respect to new incentive?compensation and equity?based plans or amendments to any such existing plans.

The Committee shall approve or ratify awards under incentive?compensation and equity?based plans, including amendments to the awards made under any such plans.

e) General Benefits and Employment and Severance Agreements

The Committee shall review and approve, for the chief executive officer and the other senior officers of the Company, any special or supplemental benefits, including perquisites, employment agreements, severance arrangements or change in control provisions.

f) Management Structure

The Committee shall consult with the chief executive officer on any decisions to retain or terminate any senior executive officer (except termination under exigent circumstances) and shall approve any retention or severance terms for the chief executive officer or any senior executive officer.

The Committee shall consult with management on any proposed plans to reorganize the senior management structure of the Company.

g) Other Responsibilities

The Committee shall have such other duties, responsibilities and authorities as the Board may from time to time delegate.

The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval.

The Committee shall annually review its own performance at least annually.

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5. Additional Resources

a) The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, chief executive officer or senior executive compensation and shall have the sole authority to approve the consultant's fees and other retention terms. The Committee shall have the authority to retain lawyers, accountants or other consultants to advise and assist the Committee in connection with its responsibilities.

b) The Committee may request any other director, officer or employee of the Company or the Company's outside counsel to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.