Compensation Committee Charter

Purpose
The purpose of the Compensation Committee (“Committee”) is to review, approve, and oversee the administration of the Company’s compensation and benefit programs, and to evaluate their effectiveness in supporting the overall business objectives of the Company. The Committee shall (i) establish compensation policies for the Company’s directors and consult with the Chief Executive Officer on compensation policies for senior management, (ii) evaluate the performance and set the compensation of the Chief Executive Officer, and (iii) review the Company’s executive development programs, performance evaluation process and incentive compensation programs.

This Charter shall be reviewed for adequacy on a periodic basis by the Committee, and the Committee shall recommend any proposed changes to the Board of Directors for approval.

Membership
The Committee shall be comprised of at least three non-employee members of the Board each of whom qualifies as an “independent” director under the rules of the New York Stock Exchange, and the Committee shall meet the applicable NYSE listing standards.

Key Responsibilities The following functions shall be the primary duties and responsibilities of the Committee. The functions are set forth as a guide and may be varied from time to time consistent with this Charter, the Company’s By-laws, and governing law, as appropriate under the circumstances. The Committee shall:

Procedures and Resources
The Committee shall meet as frequently as circumstances require. The Committee shall meet to determine the compensation of the Chief Executive Officer and at such other times as it deems appropriate. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary.

The Committee may form subcommittees and delegate authority to any subcommittee or other administrator, as appropriate. Minutes shall be kept of meetings, and the Committee shall make periodic reports to the Board of Directors.

The Committee shall have the authority to retain any independent advisors to assist it as reasonably necessary in fulfilling its duties and to negotiate the terms of the engagement.

The Committee shall conduct an annual evaluation of the Committee’s performance as compared to the requirements of this Charter and to provide an annual report to the Board of Directors regarding the discharge of its responsibilities.