2004 Committee Charter : KSE

Purpose and Authority

The purpose of the Compensation and Management Development Committee is to:

o establish, maintain, and assess the competitiveness of the
Corporation's compensation philosophy and programs to ensure they are
fair and equitable, designed to attract, develop, motivate and retain
directors and officers; and consistent with best practices;

o review and recommend to the Board all officer appointments and

o annually review the performance of all officers, including the Chief
Executive Officer, based on established corporate goals and
objectives, and review and recommend to the Board their annual salary,
bonus, and other forms of compensation and benefits, direct and
indirect, based upon this review;

o annually approve all long term equity based compensation;

o prepare an annual report on executive compensation for inclusion in
the Corporation's proxy statement, in accordance with applicable rules
and regulations of the New York Stock Exchange, Securities and
Exchange Commission and other applicable regulatory bodies;

o review management succession plans;

o annually conduct a review of director compensation and make
recommendations, if appropriate, in director compensation.

The Chief Executive Officer shall meet periodically with the Committee to review
corporate performance, major changes in organizational plans and the performance
of key executives.

The Committee is designated by the Board of Directors and receives its authority
from the Board to which it reports. The Board has vested in the Committee the
authority to carry out the responsibilities as noted in this Charter, and any
other duties which the Committee deems necessary to fulfill its obligations to
the Board and the shareholders of the Corporation. To such end, the Committee is
authorized to select, retain and/ or replace, as needed, compensation and
benefit consultants and other outside consultants, advisors, or legal counsel to
provide independent advice to the Committee. In that connection, in the event
the Committee retains any such consultant, advisor or legal counsel, the
Committee shall have the sole authority to approve such consultant's fees and
other retention terms.


The Committee shall be comprised of three or more members of the Board of
Directors. Committee members shall be appointed, continued or replaced at the
discretion of the Board of Directors. In the event of the absence of any member
or members from a meeting, alternate members may be designated by the Committee
Chairman. All members, including alternate members are required to meet the
following criteria:

o All members are required to be determined by the Board of Directors to
be "independent" under the rules of the New York Stock Exchange and
the Sarbanes-Oxley Act of 2002. Additionally, no director may serve
unless he or she (i) is a "Non- employee Director" for purposes of
Rule 16b- 3 under the Securities 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. o


Unless a Chairman is designated by the full Board of Directors, the members of
the Committee shall elect a Chairman by majority vote of the full Committee
membership. The Chairman shall be entitled to cast a vote to resolve any ties.
The Chairman will chair all regular sessions of the Committee and set the
agendas for Committee meetings.

Administrative Procedures

The Committee shall meet at least twice during the year, or as frequently as
deemed necessary by the Committee Chairman to fulfill its responsibilities. The
regular attendance of non- Committee members is permitted at the invitation of
the Committee Chairman. A quorum shall consist of a majority of the Committee
members. The Committee Chairman shall report the Committee's activities and make
recommendations to the Board.

Annual Performance Evaluation

The Committee shall perform an annual review and evaluation of the performance
of the Committee.