Compensation Committee Charter



(as amended December 10, 2003)

The Compensation Committee shall be comprised solely of at least three independent Directors who shall meet the criteria for independence required by the New York Stock Exchange.

Directors shall be elected to the Committee annually at the April meeting of the Board. The members of the Committee shall serve until their successors are elected and qualified or until their earlier resignation or removal. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies.

         I.            General Responsibilities of the Committee

                               A.            Oversight. Oversee the activities of the Company in the area of compensation and benefits in order to ensure that:

                                                       1.            The Board appropriately discharges its responsibilities relating to senior management compensation.

                                                       2.            A competitive compensation structure is in place that will attract, motivate, and retain key talent.

                                                       3.            Compensation and benefit policies and practices reflect the highest level of integrity.

                                                       4.            Compensation, especially senior management compensation, is linked to performance, both personal and Company.

                                                       5.            The interests of all shareholders are protected.

                               B.            Executive Compensation Report. Produce an annual report on executive compensation for inclusion in the Company's proxy statement.

                              C.            Plan Administration. Act as independent administrators of the Company's (i) 1990 and 2001 Long Term Stock Incentive Plans, and successor plans, (ii) Office of the Chairman Incentive Plan ("OCIP"), and (iii) Director Stock Plan.

                              D.            Compensation Review. Review and recommend to the Board compensation matters that require Board and/or shareholder approval.

                               E.            Engagement of Outside Advisors. The Committee shall have the authority to obtain advice and assistance from external advisors, including compensation consultants to assist in the evaluation of director, CEO or senior management compensation and shall have the sole authority to retain and terminate any such consulting firm, including sole authority to approve the consulting firm's fees and other retention terms.

        II.            Specific Duties and Responsibilities of the Committee

                               A.            Board Reporting. Review and report to the Board, as appropriate, relative to:

                                                       1.            The cost, competitiveness, and appropriateness of the Company's compensation and benefits structure, policies, and practices.

                                                       2.            Incentive/bonus payouts to non-officers under the Company Management Incentive Program (MIP) and similar programs and other significant incentive or bonus payouts that do not require Board approval.

                                                       3.            Exempt compensation competitive positioning and annual salary review budget.

                                                       4.            Any specific actions with regard to the compensation and benefits of the Company's officers, which would fall outside established policies and guidelines.

                                                       5.            Other significant compensation and benefit matters, as determined by the Board, the Committee, or management.

                                                       6.            Annual review of officer perquisites.

                               B.            Approval Authority. Review and approve:

                                                       1.            The issuance of stock options, restricted stock and other awards, including stock-based and/or cash awards, under the Company's 1990 and 2001 Long Term Stock Incentive Plans and successor plans, OCIP, and Director Stock Plan.

                              C.            The Committee shall review and approve the corporate goals and objectives relevant to CEO compensation, evaluate CEO 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. In determining the long-term incentive component of CEO compensation, the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company's CEO in past years shall be considered.

                              D.            Compensation Recommendations. Review and recommend to the Board concerning Board and/or shareholder approval of:

                                                       1.            The annual salaries and bonus and/or incentive plan payouts applicable to senior management compensation, incentive-compensation plans and equity-based plans other than CEO compensation included in C.1 above.

                                                       2.            The proposed election or appointment of the Company's officers.

                                                       3.            The proposed creation, or modification thereto, of any incentive/bonus compensation or employee benefit plan or program that requires Board and/or shareholder approval.

                                                       4.            Changes in the amount or form of compensation and benefits for nonmanagement directors.

                                                       5.            Proposed revisions of the Committee Charter.

      III.            Committee Operations

                               A.            Committee Meetings. The Committee shall meet at least two times a year and on call of the Committee Chairman as needed to discharge the general and specific responsibilities enumerated above.

                               B.            Subcommittees. The Committee may delegate authority to one or more subcommittees.

                              C.            Committee Reporting. The Committee shall make regular reports to the Board.

                              D.            Committee Evaluation. The Committee shall annually review its own performance.

                               E.            Charter Review. The Committee shall annually review its charter and recommend any proposed amendments to the Board.