This Charter governs the operations of the Compensation Committee.

Composition of the Committee.
The Compensation Committee shall be comprised of three or more directors as determined by the Board of Directors.

Each of the directors serving on the Compensation Committee shall have been affirmatively determined by the Board of Directors to be an "independent director" under the New York Stock Exchange Corporate Governance Standards.

The members of the Compensation Committee shall be elected by the Board of Directors annually and shall serve until their successors are duly elected and qualified. Unless a Chair is elected by the full Board of Directors, the members of the Nominating/ Corporate Governance Committee may designate a Chair by majority vote of the full Committee membership.

Purpose of Committee.
The Purpose of the Compensation Committee is to:

  1. discharge the Board of Directors responsibilities relating to compensation of the Company's executives; and
  2. produce an annual report on executive compensation for inclusion in the Company's proxy statement, in accordance with applicable rules and regulations.

Duties and Responsibilities.
The duties and responsibilities of the Compensation Committee are:

  1. to review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation level based on this evaluation;
  2. to make recommendations to the Board of Directors with respect to incentive-compensation plans and equity-based plans;
  3. to conduct, or have conducted, an annual performance evaluation of the Compensation Committee as required by the New York Stock Exchange Corporate Governance Standards; and
  4. to review and approve compensation for the Company's executive officers.

Authority and Funding.
The Compensation Committee shall have all authority necessary or implied in order to carry out its duties and responsibilities. Without limitation to the generality of the foregoing, the Compensation Committee shall have the sole authority to engage (including the sole authority to approve fees and other retention terms) and terminate the engagement of any compensation consulting firm used to provide data or recommendations with respect to the compensation of the Company's executive officers, and such other advisers, experts and consultants, as it determines necessary to carry out its duties and responsibilities.

The officers of the Company shall provide and make available to the Compensation Committee, as it may determine, in its capacity as a committee of the Board of Directors, funds for payment of compensation to any advisers employed by the Compensation Committee pursuant to the foregoing paragraph.

The Compensation Committee shall meet as often as necessary to fulfill its functions.

In carrying out its responsibilities, the Compensation Committee's policies and procedures should remain flexible in order to react to changing conditions and circumstances.