Board Committee Charters

MANAGEMENT DEVELOPMENT AND              

Committee Members:

COMPENSATION COMMITTEE

Nolan D. Archibald, Chairman

     *  Membership

E. C. "Pete" Aldridge, Jr.

     *  Purposes

Gwendolyn S. King

     *  Responsibilities

Eugene F. Murphy

    *  Authorities

James M. Schneider

    

Anne Stevens

Membership:

The Management Development and Compensation Committee shall consist of three (3) or more Directors who meet the independence requirements of the New York Stock Exchange. The members of the Management Development and Compensation Committee shall be elected by the Board of Directors to serve at the pleasure of the Board of Directors.  The Board of Directors shall designate a chairman from among the membership of the Management Development and Compensation Committee.  Upon recommendation by the Nominating and Corporate Governance Committee, the Board may remove any committee member at any time.  Vacancies on the Committee shall be filled by the Board of Directors.

Purposes:

The Management Development and Compensation Committee shall make recommendations to the Board of Directors concerning the compensation of the Corporation’s executives and produce an annual report on executive compensation for inclusion in the Corporation’s annual proxy statement.

Responsibilities:

In order to achieve the purposes outlined in this charter, the Management Development and Compensation Committee shall be assigned the following responsibilities:

1. Compensation of Chief Executive Officer.  Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation; evaluate the Chief Executive Officer’s performance in light of those goals and objectives; and recommend to the Board of Directors the Chief Executive Officer’s compensation level based on this evaluation.

2. Compensation of Senior Officers.  Review proposed candidates for senior officer positions and their development plans and recommend to the Board of Directors the compensation to be paid for services of senior elected officers of the Corporation as established by resolution of the Board from time to time.

3. Appraise management performance/other elected officers.  Appraise the performance of management and have the power to fix the compensation of all other elected officers.

4. Other benefits.  Make recommendations to the board with respect to incentive-compensation plans which shall include the power to approve the benefits provided by any bonus, supplemental, and special compensation plans, including pension, insurance, and health plans, but excluding performance-based executive compensation plans, and such powers as are by statute or the Charter or the Bylaws reserved to the full Board of Directors.

5. Committee Self-Assessment.  The Management Development and Compensation Committee shall annually conduct a performance evaluation of the committee.

Authorities:

In furtherance of its responsibilities, the Management Development and Compensation Committee shall possess the following authorities:

1. Outside Advisors.  The Committee may retain, at company expense, any outside advisor, including outside counsel and consulting firms to assist in evaluating executive compensation.

2. Delegated Authority.  The Committee may perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors.

3. Reports to Board of Directors.  The Committee shall report all action by the Management Development and Compensation Committee to the Board of Directors at its meeting next succeeding such action, which (except as specifically reserved to the Management Development and Compensation Committee by statute or the Charter or these Bylaws) shall be subject to revision and alteration by the Board of Directors.

4. Committee Charter.  The Committee shall review and recommend to the Board of Directors the adequacy of its charter and proposed changes annually or as otherwise needed.