(last amended, effective as of September 17, 2008)

Purpose and Authority:

The purpose of the Compensation Committee (the "Committee") is to discharge the responsibilities of the Board relating to compensation of the Company's executive officers. The Committee shall have overall responsibility for approving and evaluating officer compensation plans, policies and programs of the Company.

The Committee shall have the sole authority to engage or terminate any outside consultant that is retained to assist the Committee in the evaluation of Chief Executive Officer or senior executive officer compensation, including the sole authority to approve fees and other retention terms. The Committee shall also have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board.

As the Committee deems appropriate, it may retain independent counsel, accounting and other professionals to assist the Committee without seeking Board approval with respect to the selection, fees or retention terms for any such advisers.

The Committee when appropriate may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Board or Company officers.

Composition:

Independence

The Committee shall be composed of two or more directors, as determined by the Board, each of whom shall (a) meet the independence requirements established by the Board, the New York Stock Exchange and any other regulations applicable to the Committee from time to time, (b) be a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and (c) be an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code; provided, however, that so long as the Board has established a subcommittee of the Committee comprised solely of two or more members who meet the qualifications described in clauses (a), (b) and (c) above (in which case one or more of the responsibilities of the Committee described in this Charter may be delegated, by resolution or other action of the Board, to such subcommittee to the extent permitted by applicable laws, regulations or stock exchange rules), the Board may appoint one or more members of the Committee who do not meet the qualifications described in clauses (b) and (c) as long as such members meet the qualifications described in clause (a) above.

Appointment and Removal of Members

The members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. The Board may remove any member from the Committee at any time with or without cause.

Duties and Responsibilities:

The Committee shall have the following duties and responsibilities, in addition to any duties and responsibilities assigned to the Committee from time to time by the Board.

Compensation Philosophy and Goals

• Develop executive compensation philosophy and establish and annually review and approve policies regarding executive compensation programs and practices.

CEO and Executive Compensation

• 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 determine and approve the Chief Executive Officer's compensation based on this evaluation.
• Review the Chief Executive Officer’s recommendations and approve annual compensation for the Company's other executive officers.
• Establish and administer annual and long-term incentive compensation plans for executive officer employees of the Company.
• Recommend to the Board for its approval and, where appropriate, submission to the Company's shareholders, incentive compensation plans and equity-based plans requiring Board approval.
• Recommend to the Board for its approval changes to executive compensation policies and programs.
• Review and approve all special executive employment, compensation and retirement arrangements.

Tax-Qualified Plans

• Recommend to the Board for Board action, all Internal Revenue Service tax-qualified retirement plans and all plan amendments that are non-administrative in nature; fulfill ERISA fiduciary and non-fiduciary functions by approving and recommending to the Board for Board action:
• the designation of the trustee and the execution of trust agreements for any such plan or plans;
• the termination, merger or consolidation of any such plan or plans; and
• the extension of plan participation to employees of affiliates or subsidiaries.

Nonqualified Benefit Plans

• Recommend to the Board for Board action all nonqualified benefit plans and all plan amendments that are non-administrative in nature; approve and recommend to the Board for its action:
• the designation of the trustee and the execution of trust agreements for any such plan or plans;
• the termination, merger or consolidation of any such plan or plans; and
• the extension of plan participation to employees of affiliates or subsidiaries.
• Periodically review plan administration, participation and regulatory compliance of nonqualified plans.

Other Plans

• Carry out such duties under stock option, stock incentive compensation or other plans approved by the Company as may be assigned to the Compensation Committee by the Board from time to time.

Reports

• Report to the Board on any significant matters arising from the Committee's work, including awards for executive officers and special executive employment, compensation and retirement arrangements.
• Cause the preparation of the report and disclosures on executive compensation required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement or annual report.

Meetings:

The Committee shall establish a meeting calendar annually. The Committee may hold such other meetings as are necessary or appropriate in order for the Committee to fulfill its responsibilities. In the absence of a member designated by the Board to serve as chair, the members of the Committee may appoint from among their number a person to preside at their meetings. When appropriate, the Committee may meet in separate executive session with management, employees, internal audit and the independent auditor to discuss matters that the Committee or the other groups believe warrant Committee attention.

Evaluation:

The Committee shall review and reassess this Charter at least annually and, if appropriate, propose changes to the Board.

The Committee shall obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations.