Charter of the Compensation and Organization Committee
As of July 21, 2004

Corporate Authorization and Purpose
The Compensation and Organization Committee is one of the five standing committees of the Board of Directors specified under Article IV, Section 1 of the Corporation's by-laws. Such Committee shall have the duty to review and to make recommendations to the Board of Directors with respect to management organization, succession and development programs, the election of corporate officers and their salaries and incentive compensation or bonus awards; to make the decisions required by a committee of the Board of Directors under all stock option and restricted stock and deferred stock plans; and to approve and report to the Board of Directors changes in salary ranges for all other major position categories and changes in retirement plans, group insurance plans, investment plans or other benefit plans and management incentive compensation or bonus plans.

Organization
The Compensation and Organization Committee of the Corporation shall consist of at least four directors, all of whom shall be independent as such term is defined by the New York Stock Exchange listing standards. The Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee. The Committee periodically shall report and make appropriate recommendations to the Board of Directors.

Responsibilities and Duties
As its duties and responsibilities, the Compensation and Organization Committee shall:

Organization and Management Succession

1.      Review at least annually management organization, succession and development.

2.      Make recommendations to the Board with respect to election of Corporation officers.

Chief Executive Officer

1.      Review and approve the goals and objectives relevant to the Chief Executive Officer's compensation.

2.      Evaluate the Chief Executive Officer's performance in light of those goals and objectives and set the Chief Executive's compensation level taking into account this evaluation.

Compensation and Benefits

1.      Recommend for approval by the Board (excluding the Chief Executive Officer and any other non-independent director) the total compensation package provided to the Chief Executive Officer.

2.      Evaluate management performance and report findings to the Board (excluding non-independent directors).

3.      Determine and recommend to the Board of Directors for approval the total compensation (including base pay adjustments and any annual and long-term incentive payouts) paid to the officers of the Corporation generally. Review and approve any employment agreement, severance agreement or change of control agreement between the Corporation and its officers (including the Chief Executive Officer).

4.      Review and recommend to the Board the creation and/or revision of incentive compensation plans and equity based plans affecting Corporation officers.

5.      Review and approve the Compensation and Organization Committee Reports on Executive Compensation included in the Corporation's proxy statements and generally oversee compliance with the compensation reporting requirements of the Securities and Exchange Commission.

6.      Have the sole authority, at the Corporation's expense, to retain consultants to assist the Committee in the evaluation of Chief Executive Officer or officer compensation, and the sole authority to approve fees and other retention terms for such consultants. The Committee shall also have authority, at the Corporation's expense, to obtain independent advice and assistance from compensation consultants on other executive compensation practices and policies and any other matters within the charter of the Committee and from internal or external legal, accounting or other advisors.

7.      Obtain through discussions with management of the Corporation a general understanding of compensation design throughout the entire organization.

8.      Approve and report to the Board changes in salary ranges for all other major position categories.

Benefit and Pension Plans

1.      Establish the design of the benefit plans that pertain to the Chief Executive Officer and other officers of the Corporation.

2.      Review and recommend to the Board for approval changes to or adoption of qualified defined benefit pension or defined contribution plans and management incentive compensation plans of the Corporation, and review regularly group insurance plans or other bonus and benefit plans.

3.      Administer all plans that require "disinterested administration" under Rule 16b-3 of the Securities Exchange Act of 1934, including all stock option, restricted stock and deferred stock plans.

4.      Review and recommend to the Board appointment of persons to the Pension and Investment Committee.

Review

1.      Annually evaluate the Committee's performance.