Compensation Committee Charter

In order to fulfill its role, the Committee shall have the sole authority to retain and terminate consulting firms or other experts to assist the Committee or the Board in the evaluation of compensation for the Chief Executive Officer and other senior executives, and shall have the sole authority to approve such firms' and experts' fees and other retention terms. The Committee shall also have the power, on behalf of the Company, to adopt, amend or terminate compensation plans or arrangements applicable to any class of employees, officers or directors of the Company or any subsidiary of the Company and to make grants and awards under the Company's compensation plans, subject in each case only to any applicable laws or regulations requiring Board or shareholder approval.

Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company that it receives information from, and (ii) the accuracy of the information provided to the Committee by such persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board). The Committee has the authority to retain legal or other experts that it determines to be necessary to carry out its duties. It also has authority to determine compensation for such advisors.

The following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate, and as allowed by applicable legal and stock exchange requirements, given the circumstances.

• The Committee shall act as the administrator under the Company's incentive compensation, equity compensation and other benefit plans, to the extent designated by the Board;
• The Committee shall review and approve the compensation policies, arrangements and plans for the Company's Chief Executive Officer, and the corporate goals and objectives relevant to such compensation policies, arrangements and plans, evaluate (either alone or in conjunction with the Nominating, Governance and Social Responsibility Committee) 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, all subject to final approval by the entire Board;



• In determining the annual and long-term incentive component of the Chief Executive Officer's and other executive officers' compensation, the Committee considers the Company's performance and relative shareholder return, the value of similar incentive awards to chief executive officers and other executive officers at comparable companies, awards given to the Chief Executive Officer and the other executive officers in past years, and such other factors as the Committee deems appropriate;
• The Committee shall review and approve the compensation policies, arrangements and plans for the Company's other executive officers, and the corporate goals and objectives relevant to such compensation plans, evaluate the other executive officers' performance in light of those goals and objectives and set the other executive officers' compensation levels based on these evaluations and the recommendations of the Company's Chief Executive Officer;
• The Committee shall make recommendations to the Board regarding incentivecompensation plans and equity-based plans and administer the Company's incentivecompensation plans and equity-based plans;
• The Committee shall review and discuss with management the Company's Compensation Discussion and Analysis ("CD&A") to be included in the Company's annual proxy statement, and if deemed appropriate by the Committee based upon such review and discussions, the Committee shall recommend to the Company's Board that the CD&A be included in the Company's annual proxy statement;
• The Committee shall prepare the report of the Compensation Committee for inclusion in the Company's annual proxy statement;
• The Committee shall review and make recommendations with respect to shareholder proposals related to compensation matters, and work with the Nominating, Governance and Social Responsibility Committee in evaluating such proposals; and
• The Committee shall annually perform an evaluation of the performance of the Committee and report to the Board on the results of such evaluation.

The Committee shall also perform any other activities consistent with the Articles of Incorporation and By-laws of the Company, and other governing laws, as the Board or the Committee shall deem appropriate.