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Organization and Compensation
Committee Charter

I. PURPOSE AND ACTIVITIES

A. Statement of Purpose

The Organization and Compensation Committee (the "Committee") shall provide assistance to the Company's Board in fulfilling its responsibilities relating to the Company's organizational structure and the compensation of the Company's executive officers. In connection therewith, the Committee shall prepare the annual report on executive officer compensation to be included in the Company's annual report and proxy statement, as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act").

B. Responsibilities

The primary responsibilities of the Committee are to review and monitor the Company's organizational structure, to oversee and make recommendations regarding the compensation policy for senior management, and to regularly report the results of its activities to the Board. In discharging its oversight role, the Committee has the authority, without seeking approval of the Board, to engage, retain and terminate, when appropriate, independent legal counsel, compensation consulting firms and other advisors it determines necessary to carry out its responsibilities and shall receive appropriate funding from the Company, as determined by the Committee, for payment of compensation to any such advisors. To assist it in carrying out its responsibilities, the Committee may delegate any portion of its responsibilities to a subcommittee denominated by it.

As part of its responsibilities, the Committee shall:

  1. Review and monitor the organizational structure of the Company and recommend any changes to the Board.
  2. Oversee an annual evaluation of the functions of management and make recommendations on changes.
  3. Review and discuss, with the Chief Executive Officer on an ongoing basis, senior management succession planning. In addition, make recommendations to the Board what steps should be taken as a result of the serious illness of a member of senior management.
  4. Review and approve corporate goals and objectives relevant to the Chief Executive Officer's compensation, evaluate the Chief Executive Officer's performance in light of those goals and objectives and set the Chief Executive Officer's compensation level based on this evaluation.
  5. Review and approve corporate goals and objectives relevant to corporate officers and group executive officers of the Company's principal operating units and set the overall compensation policy for such corporate officers and group executive officers, including salary, bonus and incentive awards.
  6. Recommend the appointment of corporate officers and group executive officers of the Company's principal operating units, monitor the performance of such corporate officers and group executive officers and annually oversee an evaluation of senior management.
  7. Review, monitor and make recommendations to the Board with respect to the adoption, amendment and termination of the Company's incentive-compensation and equity-based plans that are subject to Board approval, oversee the administration of such plans, and discharge any duties imposed on the Committee by any of those plans.
  8. Review and make recommendations to the Board regarding the Company's employment and workplace policies and practices, including those relating to equal employment opportunity, nondiscrimination, diversity in the workplace and environmental, health and safety policies.
  9. Establish stock ownership guidelines for executive officers and monitor compliance therewith;
  10. Conduct an evaluation of the Committee's performance, at least annually, to determine whether it is functioning effectively.
  11. Review the adequacy of this Charter, at least annually, and recommend any changes to the Board.
  12. Report regularly to the full Board with respect to the Committee's performance of its responsibilities under this Charter.

II. MEMBERSHIP

The Committee shall consist of at least four directors appointed annually by the Board on the recommendation of the Governance Committee, all of whom shall be "independent directors." For purposes hereof, an "independent director" means a director who satisfies the "independence" requirements of the New York Stock Exchange, and any other applicable law, rules and regulations, as determined by the Board. Additionally, members of the Committee must qualify as "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and "outside directors" for purposes of Section 162(m) of the Internal Revenue Code. The Board shall designate one member as the chair. The Board may replace Committee members.

III. MEETINGS

The Committee shall meet quarterly, prior to the regular meetings of the Board. The Committee shall meet more frequently to the extent deemed necessary or appropriate by its members. At each regular meeting of the Board, the Committee shall report to the full Board with respect to the Committee's meetings and activities. A majority of the Committee shall constitute a quorum.

Last Revised: 2/2/2005