Compensation Charter

Committee Members:
Orin R. Smith, Chair; Constance J. Horner, Theodore E. Martin, Tony L. White

Committee Charter:
The purpose of the Compensation Committee is to discharge the responsibilities of the Board of Directors to the shareholders and investment community with respect to the compensation of the Company's executives.

The Committee shall be comprised of three or more members, each of whom is determined by the Board of Directors to be "independent" under the rules of the New York Stock Exchange. Additionally, no director may serve unless he or she (i) is a "Non-employee Director" for purposes of Rule 16b-3 under the Securities and Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an "outside director" for purposes of Section 162(m) of the Internal Revenue Code.

In furtherance of its purpose the Committee shall:

  1. Establish the Company's executive compensation policies.
  2. Review the compensation of officers and approve changes in compensation.
  3. Approve salary rates, bonuses and all other compensation, including the award of equity-based compensation to all officers. This Committee shall inform the Board of compensation and awards so approved.
  4. Review and approve the goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer's performance against those goals and objectives, and set the Chief Executive Officer's compensation level based on this evaluation.
  5. Administer the Company's equity compensation plans. All powers and discretion vested in the Board under these Plans may be exercised by this Committee.
  6. Review employee benefit programs and recommend to the Board of Directors proposals for adoption, significant amendment or termination of the Company's executive incentive compensation plans, equity-based plans as well as its principal pension and welfare plans.
  7. Approve the issuance of change of control agreements to employees, except that change of control agreements for employees who are also directors of the Company will be approved by the Board of Directors.
  8. Select, retain and/or replace, as needed, compensation and benefits consultants and other outside consultants to provide independent advice to the Committee. In that connection, in the event the Committee retains any such consultant, the Committee shall have the sole authority to approve such consultant's fees and other retention terms.
  9. Report to the Board all significant issues discussed and make recommendations to be acted upon by the Board.
  10. Issue an annual report to the shareholders as required by the Securities and Exchange Commission for inclusion in the Company's annual general meeting proxy statement.
  11. Conduct an annual evaluation of the Committee's performance.
  12. Perform any other activities consistent with this Charter, the Company's Bye-Laws and governing law, as the Committee or the Board deems necessary or appropriate.