2003 Compensation Charter: A

COMPENSATION COMMITTEE CHARTER


I. COMPOSITION AND QUALIFICATIONS

The Compensation Committee (the "Committee") of the Board of Directors shall be comprised of three or more members of the Board of Directors, each of whom is determined by the Board of Directors to be "independent" under the rules of the New York Stock Exchange, Inc. ("NYSE"). Additionally, no director may serve unless he or she (i) is a "Non-employee Director" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an "outside director" for purposes of Section 162 (m) of the Internal Revenue Code.

II. APPOINTMENT AND REMOVAL

The members of the Committee shall be appointed by the Board of Directors and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The Board of Directors may remove the members of the Committee, with or without a majority vote.

III. DUTIES

The duties of the Compensation Committee of the Board of Directors are as follows:

1. Discharge the Board of Directors' responsibilities to the stockholders, potential stockholders and investment community relating to the compensation of the Company's executive officers.

2. Review and approve corporate goals and objectives relevant to the compensation of the chief executive officer and other executive officers.

3. Review and evaluate the performance of the chief executive officer and other executive officers and other key employees of the Company in light of the goals and objectives of the Company and approve their annual compensation packages, including base salaries, stock options and other stock-based incentives, variable pay amounts and variable pay metrics, based on these evaluations.

4. Monitor the effectiveness of benefit plan offerings and approve changes where appropriate.

5. Make an annual report on executive compensation in the Company's annual proxy statement as required by the rules of the NYSE, U.S. Securities and Exchange Commission and other regulatory bodies.

6. Review and approve, or recommend to the full Board of Directors, executive incentive compensation plans and equity-based plans in which executive officers and members of the Board of Directors are eligible to participate.

7. Supervise and oversee the administration of the Company's incentive compensation, variable pay and stock programs.

8. Review and act upon management proposals to (i) designate key employees to incentive compensation programs; and (ii) approve new benefit plans.

9. Recommend to the Board of Directors the annual retainer fee as well as other compensation for non-employee directors.

10. Have sole authority to retain and terminate executive compensation consultants, including the fees and other terms of their engagements, to advise on the evaluation and compensation of members of the board of directors, the chief executive officer and other executive officers of the Company.

11. Have authority to delegate any or all of its responsibilities to a subcommittee of the Committee, as permitted by the laws and regulations that govern its actions.

12. Report regularly to the Board of Directors (i) following meetings of the Committee, (ii) with respect to those matters that are relevant to the Committee's discharge of its responsibilities, and (iii) with respect to those recommendations that the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairman of the Committee or any other member of the Committee designated by the Committee to make such report.

13. Perform a review and evaluation, at least annually, of the performance of the Committee and its members, including a review of the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess periodically the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in the manner it deems appropriate.