Compensation Committee Charter

Members:
Herbert M. Baum, Chairman
Frederick B. Henry
Robert E. Lee
Nicholas L. Reding

Mell Meredith Frazier

Purpose
The Compensation Committee is appointed by the Board to discharge the Board's responsibilities relating to compensation of the Company's directors and officers. The Committee has overall responsibility for approving and evaluating the director and officer compensation plans, policies and programs of the Company.

The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company's proxy statement.

Committee Membership
The Compensation Committee shall consist of no fewer than three members. The members of the Compensation Committee shall meet the independence requirements of the New York Stock Exchange unless the Company has claimed a "Controlled Company Exemption" for the Compensation Committee as defined in Section 303.A.00 of the New York Stock Exchange Listed Company Manual.

The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Nominating/Governance Committee. Compensation Committee members may be replaced by the Board.

Committee Authority and Responsibilities

  1. The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or senior executive compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Compensation Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
  2. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and determine and approve the CEO's overall compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee will consider the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.
  3. The Compensation Committee shall annually review and consult with the Board as appropriate on the compensation programs with respect to all directors, officers and other key executives, including incentive compensation plans and equity-based plans.
  4. The Compensation Committee shall at least annually and periodically if, as and when appropriate review and approve, for the CEO and the senior executives of the Company, (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) all other incentive awards and opportunities, (e) employment agreements, severance arrangements, and change in control agreements and change in control provisions affecting any elements of comensation and benefits, and, (f) any special or supplemental benefits. In addition, the Compensation Committee shall receive periodic reports on the Company's compensation programs as they affect all employees. Finally, the Compensation Committee shall review and approve any special or supplemental compensation and benefits for the CEO and the senior executives and persons who formerly served as CEO and/or as senior executives, including supplemental retirement benefits and the perquisites provided to them during and after employment.
  5. The Compensation Committee shall be responsible for succession planning and shall make an annual report to the Board on succession planning. The Compensation Committee also has responsibility, when appropriate, for nominating and evaluating potential successors to the CEO; and in carrying out such responsibility, the Compensation Committee will work with the entire Board.
  6. The Compensation Committee may form and delegate authority to subcommittees when appropriate.
  7. The Compensation Committee shall make regular reports to the Board.
  8. The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually review its own performance.

2/2005