2003 Committee Charter : HAE

Revision 1 10/22/02 COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE CHARTER
Purpose
The Compensation and Management Development Committee is appointed by the Board to discharge the Board's responsibilities relating to compensation of the Company's directors and senior management and development of the senior management. The Committee has overall responsibility for approving and evaluating the director, officer and senior management compensation plans, management development plans, policies and programs of the Company.
The Compensation and Management Development Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company's proxy statement.
Committee Membership
The Compensation and Management Development Committee shall consist of no fewer than three members. The members of the Compensation and Management Development Committee shall meet the independence requirements of the New York Stock Exchange.
The members of the Compensation and Management Development Committee shall be appointed by the Board on the recommendation of the Nominating Committee. Compensation and Management Development Committee members may be replaced by the Board.
Committee Authority and Responsibilities
1. The Compensation and Management Development Committee shall have the sole authority to retain and terminate any consultant to be used to assist in the evaluation of director and CEO compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Compensation and Management Development Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
2. The Compensation and Management Development Committee shall determine a total compensation philosophy and policy for directors, the CEO, officers and other senior management that supports the Company's objectives, attracts and retains high quality executives, links total compensation with business objectives and organizational performance, and provides competitive total compensation opportunities at a reasonable cost while enhancing shareholder value.
3. The Compensation and Management Development Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and determine the CEO's compensation levels based on this evaluation. In determining total cash (base and bonus) compensation for the CEO, the Committee also will consider similar data for CEOs at comparable companies. In determining the long-term incentive component of CEO
6
Revision 1 10/22/02 6 compensation, the Compensation and Management Development Committee will consider 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 CEO in past years.
4. The Compensation and Management Development Committee shall annually review and determine the compensation of all directors.
5. The Compensation and Management Development Committee shall annually review and approve the compensation of all officers and other senior management, including incentive-compensation plans and equity based plans.
6. The Compensation and Management Development Committee shall review and approve CEO and Senior Management employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate.
7. The Compensation and Management Development Committee shall approve the grant of all stock options to employees and directors under the Company's stock plans and signing by the Chairman, agreements for options granted to the CEO and directors.
8. The Compensation and Management Development Committee shall review annually the top management structure of the Company and succession plans for key officer positions, including the position of the Chief Executive Officer.
9. The Compensation and Management Development Committee shall assure the adequacy of programs, systems, and processes to deliver management development opportunities, tools and assessment of all senior management. Periodically, the Compensation and Management Development Committee will review the management development progress of senior management and other select management.
10. The Compensation and Management Development Committee shall review and approve statements to shareholders on compensation matters which are required by the Securities and Exchange Commission.
11. The Compensation and Management Development Committee may form and delegate authority to subcommittees when appropriate.
12. The Compensation and Management Development Committee shall make regular reports to the Board.
13. The Compensation and Management Development Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
14. The Compensation and Management Development Committee shall annually review its own performance.