Compensation & Management Development Committee Charter

The Compensation and Management Development Committee shall have responsibility for advice and counsel to management regarding, and oversight of, and the corporation's compensation and incentive programs, and management development and succession. In discharging these responsibilities, the committee shall:

1.

Determine the corporation's policies relating to the compensation of executive officers.


2.


Review and approve corporate goals and objectives relevant to the CEO's compensation, evaluate the CEO's performance in light of those goals and objectives, set the CEO's compensation level based on this evaluation, and provide to the board's executive session presiding director the results of such evaluation for the purpose of an annual performance review of the CEO.


3.


Review and make recommendations to the board with respect to the adoption, amendment and termination of the corporation's management incentive-compensation and equity-compensation plans, oversee their administration and discharge any duties imposed on the committee by any of those plans;


4.


Assess the competitiveness and appropriateness of, determine, and authorize the salaries, variable compensation, long term incentive plan awards, terms of employment, retirement or severance, benefits, and perquisites of the executive officers of the corporation, including compensation related to the executive officer's service to any subsidiary, special purpose entity, or other affiliate of the corporation, and subject to the limitations set forth in the applicable plans pursuant to which such compensation or awards are to be granted or determined;


5.


Authorize the granting of variable compensation and equity awards to other employees and delegate to the CEO, to the extent the committee deems appropriate, the authority to allocate such awards among employees other than the executive officers, subject to the limitations set forth in the applicable plans pursuant to which such compensation or awards are to be granted;


6.


Review management's long-range planning for executive development and succession, and develop a CEO succession plan;


7.


Prepare the committee's annual report on executive compensation for inclusion in the corporation's proxy statement, in accordance with applicable rules and regulations, and review and approve, prior to publication, the compensation sections of the proxy statement;


8.


Review the general design and make-up of the corporation's broadly-applicable benefit programs as to their general adequacy, competitiveness, internal equity, and cost effectiveness. Such responsibility shall not be deemed to include the management and administration of ERISA-qualified plans sponsored by the corporation holding funds in trust for the benefit of participants, which responsibilities have been delegated to the Finance & Pension Committee;


9.


Establish stock ownership guidelines for executive officers and monitor compliance therewith;


10.


Review periodically executive officer transactions in the corporation's stock and approve such transactions to the extent required by applicable rules for their exemption from short-swing profit liability under Section 16(b) of the Securities and Exchange Act of 1934;


11.


Perform other review functions relating to management compensation and human resources policies as the committee deems appropriate; and


12.


Conduct an evaluation of the committee's performance and charter at least annually, and recommend to the board such committee charter changes as the committee deems appropriate.



The committee shall be comprised solely of independent directors according to independence standards established by the Governance and Nominating Committee consistent with applicable statutes, regulations, and New York Stock Exchange Listing Standards.

The committee shall have the sole authority to retain, and approve the fees and other retention terms of, executive compensation, legal and other advisors, as it deems necessary for the fulfillment of its responsibilities.

The committee shall have the authority to designate, and delegate duties to, such standing and ad-hoc sub-committees as it deems necessary or desirable.

A majority of the members of the committee shall constitute a quorum for the transaction of business, subject to the provisions of Article II, Section 6 of the corporation's by-laws regarding the appointment of a substitute director to act in the place of any absent or disqualified committee member.

The vote of a majority of the members and substitute members present at any meeting at which a quorum is present shall be the act of the committee.

The committee chairman shall have the authority to call a special meeting of the committee whenever he or she deems such meeting necessary or desirable.

The chairman shall regularly make a report to the board regarding the committee's activities.