2003 Compensation Charter: JEC

COMPENSATION COMMITTEE CHARTER

1. Members. The Compensation Committee shall consist of three or more members appointed by the Board of Directors, each of whom shall be an "independent" director of the Board, and the Board shall designate one member as chair. For purposes hereof, "independent" shall mean a director who meets the New York Stock Exchange definition of "independence," as determined by the Board.

2. Purpose, Duties and Responsibilities. The Compensation Committee shall be responsible for establishing the compensation policies of the Company. Specifically, the Compensation Committee shall have the authority and responsibility to:

(i) Review and recommend to the Board establishment of the compensation policy for executive officers of the Company, and such other officers of the Company as directed by the Board of Directors.

(ii) Review and recommend to the Board establishment of the criteria by which bonuses to the Company's employees are determined, including under the Company's Incentive Plan for Officers and Key Managers.

(iii) Evaluate the performance of the Chairman and approve the compensation of the Chairman annually, and if the Chairman is not also the Chief Executive Officer, evaluate the performance of the Chief Executive Officer and approve the compensation of the Chief Executive Officer annually.

(iv) Approve, after consultation with the Chief Executive Officer, the compensation of all other executive officers annually.

(v) Approve any employment agreements between the Company and the executive officers of the Company, including the employment contract with Dr. Joseph J. Jacobs.

(vi) Administer the Company's 1989 Employee Stock Purchase Plan, Global Employee Stock Purchase Plan, 1999 Stock Incentive Plan and such other stock option or equity participation plans as may be adopted by the Board of Directors from time to time within the authority delegated by the Board of Directors.

(vii) Review and recommend to the Board all major compensation or benefit programs involving commitments beyond one year (e.g., pension, profit-sharing, etc.).

(viii) Prepare or approve the Compensation Committee Report for inclusion in the Company's Annual Proxy Statement.

(ix) Report Compensation Committee actions to the Board of Directors.

(x) Delegate any of its authorities or responsibilities to officers of the Company or other key Company management personnel on any of the above matters, as the Compensation Committee may from time to time deem appropriate, except that the Compensation Committee may not delegate its authorities or responsibilities under item 2 (iii) above.

(xi) Retain, consult with and seek advice from appropriate management personnel, outside consultants, auditors, actuaries, investment managers or attorneys, on any of the above matters, as the Compensation Committee may from time to time deem appropriate.

(xii) Review periodically with the Chief Executive Officer the succession plans relating to the positions held by executive officers of the Company (other than the Chairman and the Chief Executive Officer), and make recommendations to the Board with respect to the selection of individuals to occupy these positions.

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(xiii) Appoint one or more subcommittees composed of one or more directors and delegate any of its authorities or responsibilities to such subcommittees, on any of the above matters, as the Compensation Committee may from time to time deem appropriate.

(xiv) Evaluate the performance of the Compensation Committee annually.

(xv) Perform such other duties and responsibilities as may be assigned to the Compensation Committee, from time to time, by the Board of Directors and/or the Chairman of the Board of Directors, or as designated in plan documents.

3. Meetings. The Compensation Committee shall meet as often as it deems necessary or appropriate, in its judgment, but not less than two times per year, either in person or telephonically, and at such times and places as the Compensation Committee determines. The Compensation Committee shall report to the full Board with respect to each meeting and shall make such reports to shareholders as are required by applicable regulations or as deemed advisable in the Compensation Committee's judgment. The majority of the members of the Compensation Committee shall constitute a quorum.

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