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Compensation Committee Charter

(Approved February 10, 2005)




The Compensation Committee is appointed by the Board to (1) oversee the compensation of the Corporationís executives, (2) oversee the compensation-related policies and programs involving the Corporationís executive management and the level of benefits of officers and key employees, (3) oversee the Corporationís executive management structure and (4) oversee the Corporationís diversity programs.  The Committee is also responsible for producing an annual report on executive compensation for inclusion in the Corporationís proxy statement.




The Committee shall consist of at least three directors, each of whom shall meet the independence requirements of the New York Stock Exchange.


The members of the Committee shall be appointed and replaced by the Board.




Among its duties, the Committee shall:

1. Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the performance of the CEO in light of those goals and objectives and, based on this evaluation, make recommendations to the members of the Board who meet the independence requirements of the New York Stock Exchange concerning the compensation level of the CEO. 

2. Annually review and approve the compensation of the other executive officers.

3. Review and make recommendations to the Board with respect to life insurance plans, stock purchase plans, stock option plans, long-term incentive plans, senior executive variable compensation plans and other equity-based and/or executive incentive compensation programs and otherwise act in accordance with the duties and responsibilities assigned to the Committee under such plans and programs.

4.      Review and approve the adoption and amendment of senior executive compensation programs including post-employment executive programs, except as otherwise expressly reserved to the Board.

5. Review and approve changes to the Corporationís pension, welfare and employee benefit plans as delegated by the Board from time to time.

6. Review and recommend to the Board the adoption of director compensation programs.

7. Review succession plans for senior executives.

8. Review significant organization changes.

9. Monitor the Corporationís diversity plans, programs and status.

Operational Matters; Reports


The Committee may form and delegate authority to subcommittees when appropriate.


In connection with its duties and responsibilities, the Committee shall have sole authority to retain and terminate any compensation, benefits or other outside consultants to provide independent advice to the Committee, including sole authority to approve the consultantís fees and other retention terms.


The Committee shall annually review its performance.  In addition, the Committee shall review and reassess the adequacy of this Charter annually and recommend to the Board any changes it considers necessary or advisable.


The Committee shall make regular reports to the Board.