Purpose

The Compensation Committee of the Board of Directors of the Company shall (i) oversee the Company’s compensation and benefits philosophy and policies generally, (ii) evaluate the chief executive officer’s performance and oversee and set compensation for the chief executive officer, (iii) oversee the evaluation process and compensation structure for other members of the Company’s senior management, and (iv) fulfill the other responsibilities set forth in this Charter.

Membership

The Compensation Committee shall consist of at least two members, comprised solely of directors meeting the independence and other requirements of the New York Stock Exchange and other applicable laws and regulations. The Nominating and Governance Committee shall recommend nominees for appointment to the Compensation Committee annually and as vacancies or newly created positions occur. Compensation Committee members shall be appointed by the Board and may be removed by the Board at any time. The Nominating and Governance Committee shall recommend to the Board, and the Board shall designate, the Chair of the Compensation Committee.

Authority and Responsibilities

In addition to any other responsibilities that may be assigned from time to time by the Board, the Compensation Committee is directly responsible for the following matters.

Compensation Policies and Plans

Chief Executive Officer Compensation

Compensation of Other Members of Senior Management

Disclosure

Reporting to the Board

Procedures

The Compensation Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. The Chair of the Compensation Committee, in consultation with the other committee members, shall determine the frequency and length of the committee meetings and shall set meeting agendas consistent with this charter.

The Compensation Committee has the sole authority to retain and terminate any compensation consultant assisting the Compensation Committee in the evaluation of CEO or senior executive compensation, including sole authority to approve all such compensation consultant’s fees and other retention terms.

The Compensation Committee may delegate its authority to subcommittees or the Chair of the Compensation Committee when it deems appropriate and in the best interests of the Company. In addition, the Compensation Committee may delegate to one or more officers of the Company the authority to make grants and awards of stock rights or options to any non-Section 16 officer of the Company under such of the Company’s incentive-compensation or equity-based plans as the Compensation Committee deems appropriate, in the best interests of the Company, and in accordance with the terms of such plans.

Adopted February 6, 2004