Charter for Compensation, Nominating and Governance Committee

Function and Purpose

The Compensation, Nominating and Governance Committee shall (a) make recommendations to the Board of Directors and corporate management relating to all major compensation and benefits programs and review and monitor the executive development efforts of the Company to assure development of a pool of management talent and executive personnel adequate for orderly management succession, (b) identify and recommend to the Board candidates for Directors and for the other offices specified below and develop criteria relating to tenure for Directors, and (c) oversee and make recommendations relating to corporate governance.

Composition and Term

The Committee shall be a committee of the Board of Directors and shall consist exclusively of non-management Directors (not less than three) each of whom the Board has determined has no material relationship with the Company and each of whom meet the requirements of the New York Stock Exchange. The Committee members shall be appointed for one year terms at the annual meeting of the Board, upon the resolution of the Board of Directors. The Chairperson shall be designated by the Board.

Administrative Matters

The Committee shall meet at such times and from time to time as it deems to be appropriate, but not less than four (4) times each year. The Committee shall report to the full Board of Directors at the first Board meeting following each such Committee meeting.

Duties and Responsibilities

The Committee shall have responsibility for the following:

(1) Executive compensation:

  1. review and approve the overall compensation programs of the Company;
  2. review and approve the compensation of the chairman, chief executive officer, president, and members of the senior management committee;
  3. review and approve new compensation programs that involve Company stock or affect the compensation of members of the senior management committee;
  4. prepare an annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations; and
  5. in consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax deductibility, and, as and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.

2. Executive development:

Review, monitor and report to the Board at least annually on the status of the Company’s development of a talent pool for adequate and orderly management succession with particular focus on succession planning relating to the chief executive officer and members of the Executive Committee.

(3) Employee Benefit Plans:

Review significant changes in employee benefits plans, including the profit sharing plan(s), supplementary retirement plan(s) and deferred compensation plan(s).

(4) Stock Related Plans:

Review and approve any changes in any stock related plans.

(5) Administrative Committee:

Serve as the "Committee" under the Company’s:

  1. profit sharing plan(s);
  2. supplementary retirement plan(s);
  3. long-term disability plan(s);
  4. stock incentive plan(s);
  5. incentive compensation plan(s);
  6. deferred compensation plan(s); and
  7. such other plans as may be designated by the Board.

(6) Board Membership:

Identify and recommend to the Board nominees for Directors, Lead Director, and Chairpersons and members of committees of the Board. In connection with fulfilling this duty, the Committee shall:

  1. identify individuals believed to be qualified to become Board members, consistent with criteria approved by the Board and such other factors as it deems appropriate;
  2. submit to the Board annually the Committee’s proposed slate of management nominees for Directors for submission to the shareowners at the Company’s annual meeting of shareowners;
  3. submit to the Board annually candidates for Chairpersons and members of committees of the Board;
  4. submit to the Board, periodically, candidates for directorships and committee memberships to the extent appropriate in connection with Board expansions and/or Director resignations or retirements;
  5. develop criteria for the selection of non-management Directors, including procedures for soliciting and reviewing potential non-management nominees from other Directors and from shareowners and for advising those who recommend nominees of the outcome of such review;
  6. review all recommendations for Board nominees;
  7. establish procedures for the Committee to exercise oversight of the evaluation of the Board and its committees, conduct a periodic review of performance of all Directors and, where any Director’s performance shall be judged unsatisfactory, take appropriate action;
  8. periodically review the retirement policy for Directors;
  9. review periodically the compensation of non-management Directors and, when the Committee deems it appropriate, recommend changes in such compensation to the Board;
  10. advise the Board with respect to issues affecting the quality of a Director’s service, such as, by way of illustration, availability for attendance at meetings of the Board and committees, health and the assumption of other responsibilities incompatible or interfering with Board membership;
  11. make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size of the Board or any committee thereof;
  12. review other directorships, agreements or relationships of Board members for conflicts of interest;
  13. in case of a director nominee to fill a Board vacancy created by an increase in the size of the Board; make a recommendation to the Board as to the class of directors in which the individual should serve; and
  14. perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company’s compensation and the nomination of Board and committee members.

7. Corporate Governance:

Develop and recommend to the Board a set of corporate governance principles applicable to the Company, and review and reassess the adequacy of such guidelines annually and recommend to the Board any changes deemed appropriate.

8. Annual Performance Review:

Annually perform an evaluation of the Committee’s performance.

9. Annual Charter Review:

Annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

10. Engagement of Advisors:

Have the authority to obtain advice and seek assistance from internal or external legal, accounting or other advisors, and have the sole authority to retain and terminate any consulting firm used to (i) identify director candidates, or (ii) assist in evaluation of director, CEO or senior executive compensation, including the sole authority to approve such firm’s fee and other retention terms.

The Committee shall also undertake such additional activities within the scope of its primary functions as the Committee may from time to time determine.