Compensation Committee Charter
February 7, 2002


The Compensation Committee shall be comprised of not less than three directors, each of whom shall be independent, as that term is defined by the Securities Exchange Act of 1934 (and regulations thereunder) and Rules of the New York Stock Exchange. Committee members shall serve at the discretion of the Board.

Meetings and Reports

The Committee shall establish its own rules and procedures and the time and place for its meetings. Notwithstanding the foregoing, the Committee shall schedule and hold at least three (3) regular meetings annually.

A majority of the members of the Committee shall constitute a quorum for the transaction of business at a meeting of the Committee. Members may participate in a meeting by, or through the use of, a telephone conference system, or similar communication system, providing that all members physically present, or utilizing such communications or telephone systems, are able to hear and address all members at the same time. Participation by such means shall be deemed to be presence for purposes of constituting a quorum.

The Committee shall provide for the keeping of minutes of all meetings. The Chairman of the Committee shall report on the Committee's activities and actions to the Board.

Purpose, Duties and Responsibilities

The primary purposes of the Compensation Committee are:

The Committee shall also have general responsibility for the administration, interpretation and oversight of all aspects of remuneration, including compensation, benefits and perquisites, of all executive officers of the Company and other key employees of the Company and its subsidiaries.

Such responsibility shall include, but not be limited to:

In discharging the above responsibilities, the Committee shall consider individual, business unit, subsidiary and Company strategic progress and performance relative to prior year's results, economic and business conditions, the Company's strategic plan, annual and long-term goals, and comparative/competitive pay and performance levels.
The Committee shall evaluate annually the Committee’s own performance and the adequacy of this Charter, and report on the same to the Board.

Access to Advice

In discharging its duties and responsibilities, the Committee shall sole authority, at its discretion, to retain and terminate outside executive compensation consultants and counsel, shall have the sole authority to select the individuals and firms providing such advice and to approve their fees and other retention terms.