I. Purpose


The Compensation Committee ("Committee") shall: (i) discharge the responsibilities of the Board related to compensation of the Company's executive officers; (ii) administer the Company's stock option and other equity based plans; and (iii) produce an annual report for inclusion in the Company's proxy statement on executive compensation.


II. Organization


The Committee shall consist of three or more directors, each of whom shall satisfy the applicable independence requirements of the New York Stock Exchange and any other pertinent regulatory requirements.


Committee members shall be annually elected by the Board taking into consideration the recommendations of the Director Affairs Committee.  Committee members shall serve until their successors shall be duly elected and qualified.  The Committee's chairman shall be designated by the full Board or, if it does not do so, the Committee members shall elect a chairman by vote of a majority of the full Committee. The Company's Secretary shall act as secretary of the Committee, and will take and distribute minutes of the Committee's proceedings.


The Committee may form and delegate authority to subcommittees when appropriate. Such subcommittees shall be composed solely of independent directors and have a published subcommittee charter.


III. Structure and Meetings


The chairman of the Committee will preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The chairman will ensure that the agenda for each meeting is circulated in advance of the meeting. The Committee shall make regular reports to the Board.


IV. Responsibilities


The Committee shall have the power and authority of the Board to perform the following duties and to fulfill the following responsibilities:


1. Review and approve the compensation and performance of executive officers of the Company, review and approve corporate goals relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer's performance in light of these goals and other performance criteria approved by the Committee, set the Chief Executive Officer's compensation based on this evaluation, approve compensation awards as may be required to comply with applicable tax laws, and produce an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with applicable rules and regulations;


2. Develop and administer executive incentive compensation plans and make recommendations to the Board with respect to executive incentive compensation plans for which stockholder approval is deemed necessary or advisable;


3. Review and approve the employment contracts if any, of the CEO and Company executive officers;


4. Make recommendations to the Board with respect to equity based plans, and establish criteria for the granting of options and equity awards to the Company's officers and other employees and review and approve the granting of options and equity awards in accordance with such criteria;


5. Monitor the dilution impact of the Company's stock option and equity award plans, and establish any necessary guidelines to ensure that the plans are administered in the best interests of stockholders;


6. Develop plans for senior management succession for the Company, especially CEO succession;


7. Review major organizational and staffing matters;


8. Periodically monitor the adequacy of funding of the Company's defined benefit and defined contribution pension or savings plans;


9. Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval;


10. Annually review and evaluate the Committee's own performance;


11. Perform any other activities consistent with this Charter, the Company's By-Laws and governing law as the Committee or the Board deem appropriate.


V. Committee Resources


The Committee shall have the authority to obtain advice and  seek assistance from internal and external legal, accounting and other advisors. The Committee shall have the sole authority to retain and terminate any consultant used to assist in the evaluation of the compensation of the CEO and other officers of the Company. The Committee shall have the sole authority to: (i) determine the extent of funding necessary for the payment of compensation to any consultant retained to advise the Committee and (ii) set other consultant retention terms. The Company shall provide all funding deemed necessary by the Committee for such consultants and resources.


Last posted on February  2, 2005