Compensation Committee Charter

I. NAME

One committee of the Board of Directors will be known as the Compensation Committee (the "Committee").

II. MEMBERSHIP

The Committee shall consist of no fewer than three members. Only outside, independent Directors, as defined by standards of the New York Stock Exchange ("NYSE"), as amended from time to time, are eligible to serve on this Committee. In addition to any requirements of the NYSE, an independent Director is free of any relationship that could influence his or her judgment as a Committee member, such as being a major vendor or consultant to the Company or a partner, controlling shareholder, or executive officer of any organization that has a business relationship with the Company. A Director who is an executive of another corporation where any of the Company's executives serve on a committee relating to compensation may not serve on the Compensation Committee until three years after the termination of such employment.

The Board shall appoint the members of the Committee considering the views of the Chairman of the Board and the Chief Executive Officer, as appropriate. The members of the Committee shall serve until their successors are appointed and qualify. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence requirements established by the NYSE. Any Committee member who becomes ineligible to serve during his term must be replaced by an eligible member.

III. PURPOSE

The primary functions of this Committee are to (a) periodically review and assess the Company's compensation policies, plans and levels; (b) periodically review and assess the Company's policies, plans, and levels of any and all health, welfare, and benefit plans; and (c) periodically review and assess the administration of all Company compensation, health, welfare, and benefit plans and discharge the fiduciary duties of the Company and/or to the Board in connection with the establishment and administration of such plans.

IV. GENERAL RESPONSIBILITIES

In addition to the specific delegation of duties, responsibilities, powers, and authorities set forth below.

A. The Committee must report committee actions to the full Board of Directors and make recommendations appropriate to the duties and responsibilities delegated to the Committee.

B. The Committee has the power to conduct or authorize investigations into matters within the Committee's scope of responsibilities. The Committee is authorized to retain independent counsel, accountants, or any other consultants it deems necessary or appropriate to assist it in discharging the duties, power, and authorities delegated to it. A Committee member should not vote on any matter in which he or she is not independent.

C. The Committee will meet approximately three (3) times each year, more frequently if circumstances make that preferable. The Committee Chair has the power to call a committee meeting whenever he or she thinks there is a need. The Committee may ask members of management or others to attend the meeting and is authorized to request and receive all pertinent information from management. Any director may attend any meeting of the Compensation Committee.

D. The Committee will review its charter annually and recommend appropriate amendments to the full Board.

V. RESPONSIBILITY REGARDING DIRECTOR COMPENSATION

A. Periodically (at least annually) the Committee will review with outside consultants the type, amount, and level of Director compensation and ensure that the type, amount, and level is appropriate. The Committee will report its findings and conclusions to the Board at least annually and make whatever recommendations it deems necessary to ensure that Director compensation is appropriate.

VI. RESPONSIBILITY REGARDING CEO AND OFFICER PERFORMANCE AND COMPENSATION

A. The Committee will periodically (at least annually) review with the full Board CEO performance. The Committee is responsible for establishing specific, short-term and long-term goals for the CEO and for periodically reviewing the CEO's progress and performance with respect to those goals and objectives.

B. The Committee is responsible for reviewing and evaluating with management and outside consultants the type, level, and amount of CEO compensation and recommending to the full Board the appropriate level of CEO compensation.

C. The Committee is responsible for preparing and making the Committee's annual report to shareholders on CEO and officer compensation and performance in the Company's annual proxy.

D. The Committee is responsible for periodically reviewing (at least annually) the type, level, and amount of officer compensation and recommending to the full Board the compensation of officers in such amounts and levels as the Committee deems appropriate and consistent under the circumstances.

E. The Committee is responsible, in consultation with management, for establishing specific corporate-wide and lines-of-business short-term and long-term goals related to incentive compensation and for reviewing performance with respect to such goals.

F. The Committee is responsible for reviewing (at least annually) the performance of all officers with the CEO and reporting the Committee's findings and conclusions to the full Board.

G. The Committee is responsible for nominating officers and recommending the election and/or removal of all officers of the Corporation.

VII. RESPONSIBILITY FOR REVIEWING PENSION, HEALTH, WELFARE, AND BENEFIT PLANS

A. The Committee shall periodically review the number, type, and appropriateness of the Company's pension, health, welfare, and benefit plans and shall recommend any changes or alterations to the plans or in the type and number of such plans. The Committee may delegate to a management committee the power to make any non-material administrative changes to any such plans.

B. The Committee shall be responsible for reviewing the Company's pension, health, welfare, and benefit plans and shall periodically meet with management, money and fund managers, and benefit consultants and others to determine and verify the appropriateness and financial health and soundness of the various plans and programs.

C. The Committee shall appoint the membership of the Company's administrative committee, which operates as the "Administrative Committee" or equivalent, as defined in various plans.

D. The Committee shall review and make recommendations concerning all material qualified and non-qualified benefit plan amendments, adoptions, and/or plan terminations to the Board of Directors. The Committee may delegate to an administrative committee the power to make any non-material amendments or changes to any plan.

E. The Committee shall review the performance of any trust fund(s) at least semi-annually.

F. The Committee shall meet periodically with management and benefit consultants and the designated actuary to review plan design issues, actuarial assumptions, and plan valuations.

G. The Committee shall review and recommend approval of qualified benefit plan Trustees to the Board of Directors.

H. The Committee shall carry out appropriate fiduciary responsibilities as defined in each qualified plan document, such as strategic asset allocation and the employment of investment advisors. The Committee may delegate some or all of these duties to an administrative committee so long as not inconsistent with the Committee's overall oversight responsibility.

Adopted: February 9, 2004