2003 Committee Charter : TUP

***This document is in preliminary form and is subject to finalization after further rulemaking by the New York Stock Exchange and/or the Securities and Exchange Commission, as well as final approval by the Tupperware Corporation Board of Directors.
RESOLVED, that, pursuant to Section 3.8 of Article III of the By-laws of the Corporation,

Bob Marbut, Chairman
Joe R. Lee
Angel R. Martinez
M. Anne Szostak
are hereby designated as the Compensation and Governance Committee of the Board of Directors (which Committee shall at all times be composed solely of directors who are not employees or former employees of the Corporation or any of its subsidiaries) to serve, subject to the provisions of said Section 3.8, until the meeting of the Board of Directors occurring at the time of the next annual meeting of shareholders of the corporation and their successors are chosen; and further

RESOLVED, that the Compensation and Governance Committee shall:

consider and make recommendations to the Board of Directors with respect to annual salaries of senior officers of the Corporation, which officers shall include the Chairman of the Board, Chief Executive Officer, President, any Executive Vice President, Senior Vice President, Group Vice President and any other officer or position senior to Vice President of the Corporation;


subject to the foregoing salary approval authority of the Board of Directors, consider and take action on annual salaries of such officers and other employees of the Corporation or its subsidiaries as said Committee shall determine from time to time;


direct the administration of the Corporation's annual and long-term management incentive plans and programs (cash and stock), supplemental benefit plans and other executive plans and programs with full authority to interpret, to establish regulations under and to make all determinations deemed necessary or advisable for the administration of such plans (or to delegate to senior management such authority), all in accordance with their respective provisions;


determine, if it deems advisable, that the issuance of shares of the Corporation's common stock pursuant to the Corporation's annual and long-term management incentive plans and programs, supplemental benefit plans and other executive plans and programs shall be in consideration of services previously rendered, and that the value of such consideration or partial consideration is at least equal to the par value of the common stock of the Corporation so issued; and


with respect to employee benefits plans, programs and obligations of the Corporation and/or its subsidiaries (subject to any limitations arising out of collective bargaining obligations), (a) appoint from members of management a Management Committee for Employee Benefits to design and administer the plans, programs and obligations, and to determine the duties and responsibilities of such committees, (b) approve design and cost decisions of significance to the Corporation;


conduct a preliminary evaluation of the performance of the Chief Executive Officer and present such evaluation to the full Board of Directors for its review and approval; and communicate the results to the Chief Executive Officer;


consider and report to the Board of Directors on the Corporation's overall management development process;


make all such determinations with respect to compensation and employee benefits as may be required to be made by a committee of the Board of Directors of the Corporation; and further


RESOLVED, that the Compensation and Governance committee shall:
seek; identify, review qualifications of and recommend to the Board suitable persons as candidates for membership on the Board of Directors;


review and make recommendations to the Board of Directors with respect to other matters concerning the administration of the Board of Directors, including evaluation of the performance of the Board and its individual directors;


direct the administration of the Corporation's Director Stock Plan; and further


RESOLVED, that three members of the Compensation and Governance Committee shall constitute a quorum for the transaction of business at any meeting of the Committee, and that the act of a majority of those present shall be necessary and sufficient for the taking of any action thereat.