2003 Compensation Charter: TDY

Personnel and Compensation Committee Charter
The Board of Directors shall appoint annually the Personnel and Compensation Committee (the "Committee") and appoint its Chairman. The Committee shall have the purpose, responsibilities and authority described below. Members of the Committee shall serve at the will of the Board of Directors.

Meet the Personnel and Compensation Committee

Purpose
Acting on behalf of the Board, the Committee shall (a) discharge the Board's responsibilities relating to compensation of the Corporation's executive officers and (b) produce an annual report on executive compensation for inclusion in the Corporation's proxy statement, in accordance with applicable rules and regulations.

Composition
The Committee shall be comprised of not less than three directors, each of whom shall meet the independence requirements of the New York Stock Exchange (the "NYSE"). Each member of the Committee shall also be an "outside director" for the purposes of Section 162(m) of the Internal Revenue Code. The members of the Committee shall be appointed by the Board of Directors on the recommendation Nominating and Governance Committee, and may be replaced by the Board of Directors.

Responsibilities and Functions
The responsibilities and functions of the Committee shall be to:

Make recommendations to the Board of Directors concerning executive management organization matters generally;
In the area of compensation and benefits, make recommendations to the Board of Directors concerning employees who are also directors of the Corporation, consult with the Chief Executive Officer (the "CEO") on matters relating to other executive officers, and make recommendations to the Board of Directors concerning policies and procedures relating to executive officers; provided, however, that, the Committee shall have full decision-making powers with respect to compensation for executive officers to the extent such compensation is intended to be performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code;
Make recommendations to the Board of Directors regarding all contracts of the Corporation with any officer for remuneration and benefits (whether in the form of a pension, deferred compensation or otherwise) after termination of regular employment of such officer;
Make recommendations to the Board of Directors concerning policy matters relating to employee benefits and employee benefit plans, including incentive compensation plans and equity based plans;
Administer the Corporation's formal incentive compensation programs, including equity based plans; and
Serve as "Named Fiduciary" under the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") of all "employee benefit plans," as defined in Section 3(3) of ER ISA, ("Benefit Plans") maintained by the Corporation with respect to both plan administration and control and management of plan assets. The Committee shall also perform such additional duties and have such additional responsibilitie and functions as the Board of Directors may from time to time determine.
Powers as Named Fiduciary; Delegation
The Committee shall have all authority and power appropriate and necessary to its function as a "Named Fiduciary" of the Benefit Plans maintained by the Corporation. The duties and powers of the Committee shall include, but not be limited to the following:

Appointment and removal of trustees and investment managers for plan assets held pursuant to Benefit Plans;
Establishment of funding methods and policies for the investment of plan assets held pursuant to Benefit Plans;
Approval of insurance contracts, deposit administration contracts, guaranteed income contracts and other similar contracts established in connection with Benefit Plans;
Adoption of amendments to Benefit Plans which do not materially increase the cost of such plans; and
Appointment of plan administrators with respect to Benefit Plans. The Committee may delegate its responsibility to control and manage the plan assets of the Benefit Plans, which may include the designation of additional "named fiduciaries" or fiduciaries with respect to the Benefit Plans. Any delegation shall be evidenced by a written document of delegation adopted by the Committee.
Meetings; Review Procedures


The Committee shall hold at least two meetings each year and others as determined by the Committee or its chairperson.
The Committee shall, at least 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 recommend to the Board the CEO's compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee shall consider the Corporation's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Corporation's CEO in past years.
The Committee shall review and evaluate on at least an annual basis the performance of the executive officers of the Corporation and report to the Board of Directors concerning the results of its evaluation.
The Committee shall at least annually review, evaluate and make recommendations to the Board of Directors with respect to the compensation of and benefits provided to executive officers.
The Committee shall at least annually review and evaluate the performance of the trustees and investment managers appointed with respect to the Benefit Plans. Such review shall include a review of investment performance, diversification of investments and compliance with investment policies established by the Committee.
The Committee shall at least annually review the activities of the plan administrators appointed with respect to the employee benefit plans.
The Committee shall periodically review management succession plans generally as well as management succession plans applicable to emergency situations.
The Committee shall monitor the Corporation's executive development programs and consult with the CEO regarding candidates for senior executive positions.
The Committee may form and delegate authority to subcommittees when appropriate.
The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval. The Committee shall annually review its own performance.
A report of all Committee meetings will be made to the Board of Directors at the next meeting of the Board of Directors. The report of the Committee regarding its evaluation of the performance and/or compensation of the executive officers who are current employees of the Corporation and serve as members of the Board of Directors will be made in executive session and executive officers who are current employees of the Corporation and serve as members of the Board of Diretors shall not be present during the report of the Committee.
The Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of CEO or other executive compensation and shall have sole authority to approve the consultant's fees and other retention terms.
The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.