The purpose of the Committee is to consider matters relating to compensation and perquisites of the salaried employees and directors of this corporation, and to make recommendations to this corporationís Board under the corporationís 1996 Performance Award Plan.


Scope of Activities

To the full extent permitted by applicable law, the Committee shall:

make recommendations to the Board concerning the remuneration arrangements for members of senior management and the Board;

approve compensation plans in which any member of senior management and/or the Board is eligible to participate;

approve the grant of options or other benefits to members of senior management and/or the Board under any such plan;

make recommendations with respect to options (including price, terms and amounts) to be granted by the Board under this corporationís 1996 Performance Award Plan; and

act as the Committee under this corporationís director and employee stock incentive plan(s).


Subject to the Corporationís Restated Certificate of Incorporation, the Committee shall be composed of such number of corporation directors as may be appointed by the Board. No Committee member shall be a full-time employee of this corporation. One of the members so appointed shall be designated by the Board as the Chairperson of the Committee. Members of the Committee may be removed by the Board for any reason and at any time.



The Committee may hold regular meetings on such days as it shall determine. Other meetings of the Committee shall be held at the request of the Chairperson of the Committee or any two other Committee members. Minutes shall be regularly kept of Committee proceedings, by a person appointed by the Committee to do so.



Such corporate officers and other employees of this corporation, as the Committee may regularly or from time-to-time designate, shall attend the meetings.


Outside Assistance

The Committee is authorized to engage or employ such outside professional or other services as in its discretion may be required to fulfill its responsibilities.



The Committee may adopt rules for its meetings and activities consistent with the Corporationís Bylaws. In the absence of any such rules, Committee actions shall be governed by this Corporationís Bylaws and applicable law. In all cases, a quorum of the Committee shall be a majority of the persons then serving as members of the Committee.