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:
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.