Compensation & Organization Committee Charter
As in effect on October 19, 2005

Purpose

The Compensation & Organization Committee is appointed by the Board of Directors to: (a) discharge the Board’s responsibilities relating to compensation of the directors and officers of the Company and its subsidiaries; (b) assist the Board of Directors with management development and succession planning; and (c) perform other related tasks, as may be requested from time to time by the Board of Directors.

Committee Membership

The Compensation & Organization Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence requirements of the New York Stock Exchange. The members of the Committee, including a chairperson, shall be appointed and replaced by the Board of Directors based on recommendations of the Nominating & Governance Committee.

Committee Authority and Responsibilities

  1. The Committee shall 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 either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO’s compensation level based on this evaluation.
  2. The Committee shall annually consult with the CEO and make recommendations with respect to non-CEO executive officer compensation, and incentive compensation and equity-based plans that are subject to Board approval.
  3. The Committee shall fix and determine awards to employees of stock, stock options, stock appreciation rights, restricted stock or other forms of equity compensation pursuant to any of the Company’s employee stock option or stock related plans now or from time to time hereafter in effect and exercise such other power and authority as may be permitted or required under such plans.
  4. The Committee: (i) shall, from time to time, make recommendations to the Board with respect to those equity compensation plans that are subject to shareholder approval and (ii) may, from time to time, make recommendations to the Board with respect to any other incentive compensation, deferred compensation, retirement or welfare benefit plans.
  5. The Committee shall review and, in its discretion, either (i) approve or disapprove or (ii) recommend to the Board for approval or disapproval, those equity compensation plans that are not subject to shareholder approval.
  6. The Committee shall periodically review and make recommendations to the Board with respect to the compensation of outside directors.
  7. The Committee shall periodically review and make recommendations to the Board with respect to stock ownership guidelines applicable to Company employees and outside directors.
  8. The Committee shall produce a report on executive officer compensation as required by the Securities and Exchange Commission (SEC) to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC.
  9. The Committee shall participate in the annual management development and succession planning process and shall make recommendations to the Board, concerning management development and succession planning matters.
  10. The Committee shall have the sole authority to retain and terminate any compensation consultant used to assist in the evaluation of director, CEO or other senior executive compensation and shall have sole authority to approve the consultant’s fees and other retention terms. Compensation consultants used to evaluate compensation of non-executive employees shall remain at the discretion of management.
  11. The Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
  12. The Committee may form and delegate authority to subcommittees when appropriate.
  13. The Committee shall make regular reports to the Board.
  14. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.
  15. The Committee shall carry out such other duties as may be delegated to it from time to time by the Board.