2003 Committee Charter : LFB

Purpose and Authority:
The purpose of the Compensation Committee (the "Committee") is to:
 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 these goals and
objectives, and, either as a Committee or together with the other independent directors (as directed by
the Board), determine and approve the Chief Executive Officer's compensation level based on this
evaluation;
 make recommendations to the Board regarding compensation for other executive officers and regarding
incentive-compensation and equity-based plans;
 produce the report of the Committee included in the Company's annual proxy statement or annual report
on Form 10-K filed with the SEC.
The Committee shall have the sole authority to engage or terminate any outside compensation consultant
that is used to assist the Committee in the evaluation of Chief Executive Officer or executive officer
compensation, including the sole authority to approve fees and other retention terms. The Committee shall
also have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this
Charter or otherwise assigned to it by the Board.
The Committee may obtain advice and assistance from outside legal, accounting and other advisors as the
Committee deems necessary to carry out its duties, and shall have the authority to select, retain and
compensate these advisors without seeking Board approval.
As the Committee deems appropriate, it may form and delegate authority to subcommittees and may
delegate authority to one or more designated members of the Board.
Composition:
Independence
The Committee shall be composed of two or more directors, as determined by the Board, each of whom
shall:
 meet, as determined by the Board, the standards established by the New York Stock Exchange, other
applicable laws and regulations governing independence, and the Company's Corporate Governance
Guidelines from time to time,
 be a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934, and
 be an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code.
Appointment and Removal of Members
The members of the Committee shall be appointed by the Board on the recommendation of the Nominating
and Corporate Governance Committee. The Board may remove any member from the Committee at any
time with or without cause.
Duties and Responsibilities:
The Committee shall have the following direct duties and responsibilities, in addition to any duties and
responsibilities assigned to the Committee from time to time by the Board.
Compensation Philosophy and Goals
 Develop an executive compensation philosophy for the Company and establish and annually review
policies regarding executive compensation programs and practices.
CEO, Executive and Director's Compensation
 Annually 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 these goals and
objectives, and, either as a Committee or together with the other independent directors (as directed by
the Board), determine and approve the Chief Executive Officer's compensation level (including salary,
bonus, incentive and equity compensation) based on this evaluation. In determining the long-term
incentive component of the Chief Executive Officer's compensation the Committee (and, if applicable,
the other independent directors) may consider, among other relevant factors, the Company's
performance and relative shareholder return, the value of similar incentive awards to chief executive
officers at comparable companies, and the awards given to the Chief Executive Officer in past years.
 In consultation with the Chief Executive Officer, annually review the compensation structure for the
Company's other executive officers and recommend to the Board the compensation (including salary,
bonus, incentive and equity compensation) for these other executive officers based on this review.
 Annually review the compensation for the Company's Directors (including, but not limited to, Board
service fees and committee service fees), and report its recommendations to the Board for its approval.
 Establish and administer annual and long-term compensation plans for executive officers.
 Recommend to the Board for its approval and, where appropriate, submission to the Company's
shareholders, incentive compensation plans and equity-based plans, and periodically review these plans
and recommend to the Board any changes.
 Recommend to the Board for its approval changes to executive compensation policies and programs.
 Review and approve all special executive employment, compensation, severance, change in control and
retirement agreements or arrangements.
Stock Ownership Guidelines
 Annually review executive stock ownership and, if determined to be appropriate by the Committee,
develop and recommend to the Board, executive stock ownership guidelines, and monitor progress
toward meeting any such guidelines.
 Periodically review the desirability of, and, if determined to be appropriate by the Committee, develop
and recommend to the Board, director stock ownership guidelines and monitor compliance with such
guidelines.
Tax-Qualified Plans
 Review and recommend to the Board for Board action, all tax-qualified retirement plans and all plan
amendments; provided, however, that the Committee or the administrative committee for the plan may
adopt, without Board action or approval, plan amendments to the extent permitted by the terms of the
relevant plan. Assist the Board in fulfilling its ERISA fiduciary and non-fiduciary functions by
overseeing plan committees, including plan administrative committees, and reviewing and
recommending to the Board for action:
 the designation of the trustee and the execution of trust agreements for any such plan or plans;
 the termination, merger or consolidation of any such plan or plans; and
 the extension of plan participation to employees of affiliates or subsidiaries.
Nonqualified Benefit Plans
 Review and recommend to the Board for Board action all nonqualified benefit plans and all plan
amendments that are non-administrative in nature; approve and recommend to the Board for its action:
 the designation of the trustee and the execution of trust agreements for any such plan or plans;
 the termination, merger or consolidation of any such plan or plans; and
 the extension of plan participation to employees of affiliates or subsidiaries.
 Periodically review plan administration, participation and regulatory compliance of nonqualified plans.
Reports
 Regularly report to the Board on significant matters arising from the Committee's activities.
 Produce the report of the Committee on executive compensation required by the rules of the SEC to be
included in the Company's annual proxy statement or annual report on Form 10-K filed with the SEC.
Meetings:
The Committee shall establish a meeting calendar annually. The Committee may hold such other meetings
as are necessary or appropriate for the Committee to fulfill its responsibilities. In the absence of a member
designated by the Board to serve as Chair, the members of the Committee may appoint from among their
number a person to preside at their meetings. When appropriate, the Committee may meet in separate
executive session with management, employees, internal audit and the independent auditor to discuss
matters that the Committee or the other groups believe warrant Committee attention.
Evaluation:
The Committee shall review and reassess this Charter at least annually and, if appropriate, propose changes
to the Board.
The Committee shall obtain or perform an annual evaluation of the Committee's performance and make
applicable recommendations for improvement.
January 2004