Compensation Committee Charter

As Amended and Restated October 26, 2004

1. Purpose

The purpose of the Compensation Committee is (i) to assist the Board of Directors (the “Board”) in fulfilling its fiduciary responsibilities relating to the fair and competitive compensation of the Company’s Chief Executive Officer (“CEO”) and other executives and (ii) to produce an annual report on executive compensation as required by the SEC to be included in the Company’s proxy statement for the annual meeting of stockholders.

2. Membership

2.1  The Committee will consist of no fewer than three members of the Board.  Committee members will be designated by the full Board on the recommendation of the Nominating and Corporate Governance Committee and will serve at the pleasure of the Board.  One of the members of the Committee will be elected by the full Board to serve as its Chairman.  A Committee member may be removed or replaced at any time with or without cause by a majority vote of the Board.

2.2  All members of the Committee will meet the applicable independence and experience requirements of the New York Stock Exchange, the federal securities laws and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

3. Committee Meetings

3.1  The Committee will meet from time to time, as determined by the Committee’s Chairman or at the request of the Company’s CEO or any member of the Committee, and will meet at least two times each year.

3.2  The Chairman will preside at all meetings of the Committee.

3.3  The Committee will keep minutes of its meetings.

3.4  A quorum of the Committee will consist of a majority of the members.

3.5  The Committee may invite to its meetings other directors, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities.  The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

4. Authority

4.1  By adopting this Charter, the Board has vested in the Committee the authority to carry out the responsibilities noted in this Charter and any other duties that the Committee deems necessary to fulfill its obligations to the Board and the Company’s shareholders.

4.2  The Committee has the authority and appropriate funding to retain, at the Company’s expense, such compensation, legal, accounting or other consultants to advise the Committee in the performance of its duties, all on such terms as the Committee may determine to be appropriate.

4.3  The Committee has the sole authority to retain and terminate any compensation consultant on behalf of the Company to assist in the evaluation of director, CEO or senior executive compensation, which authority includes the sole authority to approve any such search firm’s fees and other retention items.

4.4  Subject to any required stockholder consent, the Committee has the authority to approve and authorize new Plans, amendments to or changes in any Plan, or termination of any Plan, except for

A.  Any change which would violate applicable law or any rule of the New York Stock Exchange or the Toronto Stock Exchange or which would cause the Plan to fail to comply with applicable law or any rule of the New York Stock Exchange or the Toronto Stock Exchange; or

B.  Any change that would violate the certificate of incorporation or bylaws of the Company or any resolution of the Board.

As used in this Charter, a “Plan” refers to any compensation, incentive, stock option, restricted stock, pension, health or other similar employee plan, including those plans in which executive officers of the Company may participate and including similar plans enacted after the date of this Charter.

4.5  The Committee has the authority to approve the salaries and incentive compensation of all executive officers of the Company, including the CEO.

4.6  The Committee has the authority to approve the grant of options, share units, restricted stock or other equity-based incentives to employees of the Company and its participating subsidiaries, including executive officers and non-employee directors of the Company, in accordance with the terms of any Plan.

4.7  The Committee has the authority to approve the terms of any written employment agreement or arrangement with any current or prospective employee of the Company, including any executive officer of the Company; provided, however, that the Board has specifically reserved to itself and the Committee will not have the authority (i) to elect or agree to elect any person as an officer of the Company; (ii) to nominate or agree to nominate any person as a candidate for election as a director of the Company; or (iii) to appoint or agree to appoint any person to fill a vacancy or newly created position on the Board.

4.8  The Committee has the authority to approve the terms of any settlement arrangement with or payment made to any employee whose employment is terminated.

4.9  The Committee has the authority to reserve for issuance and authorize the issuance of shares of the Company’s common stock, $.01 par value, pursuant to the terms of any Plan.

4.10  The Committee has the authority to make or cause to be made such special studies and reports pertaining to the Company's compensation policies and practices as the Compensation Committee may deem reasonable or appropriate or as may be requested by the Board.

4.11  The Committee has the authority to exercise the powers and to discharge the duties vested in either the Board or the Compensation Committee from time to time by the terms of any Plan.

4.12  The Committee has the authority to perform such other functions as may be assigned to it from time to time by the Board.

4.13  Except for those powers and duties reserved exclusively to the Board in this Section 4 and any limitations imposed by law or the Company’s Certificate of Incorporation or Bylaws, the Committee has the authority to exercise any and all power and authority which the Board has the power to exercise in connection with the hiring, compensation, and termination of employees of the Company including executive officers, the provision of fringe benefits for the employees of the Company and its subsidiaries, and the design, establishment, implementation, amendment, termination, and maintenance of any Plan; provided, however, that the Board has reserved to itself and the Committee does not have the authority to hire or terminate the CEO.

4.14  The Committee may delegate authority and responsibilities to subcommittees as it deems proper, provided that no subcommittee will consist of less than two members of the Committee.

5.  Responsibilities and Duties

5.1  The Committee will review the compensation philosophy and strategy of the Company and its subsidiaries and consult with the CEO, as needed, regarding the role of the Company’s compensation strategy in achieving the Company’s objectives and performance goals and the long-term interests of the Company’s stockholders.

5.2  The Committee will annually review market and industry data to assess the Company’s competitive position with respect to the individual elements of total executive compensation to ensure the attraction, retention and appropriate reward of the Company’s executive officers, including the CEO.

5.3  The Committee will administer the Company’s incentive compensation and stock option and other equity based plans, including those in which the CEO and other executive officers may be participants, and, at its option, may either (i) adopt new plans, amendments to or changes in any plan, or terminate any plan; or (ii) recommend that the Board do so.

5.4  The Committee will review and approve corporate goals and objectives relevant to CEO compensation, annually evaluate the CEO’s 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.

5.5  The Committee will also annually review and establish the base salary, incentive compensation, deferred compensation, stock options, performance units and other equity based awards for the Company’s executive officers other than the CEO.

5.6  The Committee will review (i) any employment agreement, severance agreement, change in control agreement or provision, or separation agreement, or any amendment to the same, that is proposed to be entered into with the CEO or any other executive officer and (ii) any deferred compensation arrangement that is proposed to be entered into with the CEO or any other executive officer.

5.7  The Committee will annually review and make recommendations to the Board regarding the compensation paid to the Company’s directors.  Such review will include any fees paid for attendance at meetings of the Board and any of its committees and grants of stock, stock options or other equity based compensation.

5.8  The Committee will annually review management’s succession plans for all key management employees of the Company and its subsidiaries, including the CEO and other executive officers of the Company, and make recommendations to the Board regarding those plans.

5.9  The Committee will monitor the effect that compensation proposed to be paid to a director will have on the director’s ability to be considered “independent” under the requirements of the NYSE and applicable federal securities laws, including the rules and regulations of the SEC. The Committee will advise the Board if any compensation proposed to be paid to a director would have an undesirable impact on the director’s independence.  In fulfilling its responsibilities hereunder, the Committee will give due consideration to the different definitions of “independent” that apply to the Board and its different committees and any requirement that the Board or a Board committee contain a majority of, or be entirely composed of, “independent” directors.

5.10  The Committee will annually advise the Board as to whether the Company’s executive officer compensation arrangements are appropriate.

5.11  The Committee will prepare an annual report on executive compensation as required by the rules and regulations of the SEC and submit it to the Board for inclusion in the Company’s proxy statement prepared in connection with its annual meeting of stockholders.

5.12  The Committee Chairman will report regularly to the Board (i) following meetings of the Committee and (ii) with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities to the Board.

5.13  The Committee will annually review and assess the adequacy of this Charter and advise the Board and the Nominating and Corporate Governance Committee of its assessment and of its recommendations for any changes to the Charter.

5.14  The Committee will annually review and make a self-assessment of its performance and will report the results of such self-assessment to the Board and the Nominating and Corporate Governance Committee.