Charter of the Compensation and Management Development Committee of the Board of Directors
Revised 7/30/07

I. STATEMENT OF PURPOSE
The Compensation Committee ("the Committee") is a committee appointed by and on behalf of the Board of Directors ("Board"). It has oversight of the company’s overall compensation planning process, in particular the short term cash incentive compensation, long term incentive compensation, whether in the form of equity or other cash or non-cash awards, and approves all executive officer(s) compensation specifically. The programs and process are meant to emphasize alignment with the company’s strategic business, diversity and operating plans, and reinforcing the importance of motivating and retaining highly qualified key employees and of attracting new talent as required. In addition, the Committee ensures that there is a sufficient pool of qualified internal candidates to fill senior and other leadership positions.

Further, the Committee is responsible for the review and approval the Compensation Discussion and Analysis and preparation of the Compensation Committee Report for inclusion in the annual proxy statement in accordance with applicable rules and regulations..

II. ORGANIZATION AND QUALIFICATION OF COMMITTEE MEMBERS
The Committee shall be comprised of at least three Directors, all of whom shall be Independent Directors as defined in the New York Stock Exchange Listing Standards and other independence standards as adopted by the Board.

The Committee shall be appointed in accordance with the company’s Governance Guidelines including Guidelines on committee membership and chair rotation. The Chair shall be appointed by the Board.

III. MEETINGS

The Committee shall meet as required but not less than three times annually and report to the Board of Directors on its activities. The Committee shall review this Charter annually and recommend any appropriate changes to the Board. The Committee will meet periodically with outside advisors to insure that it is carrying out its duties in light of industry practices and standards. Requirements for information to fulfill its duties will be made to management and to outside sources as required.

At each committee meeting, an executive session will be held.

IV. ROLES AND RESPONSIBILITIES:

With respect to Compensation Matters:

A.) Recommend to the Board and adopt a philosophy and strategy of compensation for the Company which is consistent with and supportive of the Company's long term plans and objectives.

B.) Annually evaluate and review the performance of the Chief Executive Officer (the "CEO") against specific corporate and personal goals and objectives as set by the Committee after gaining insight and input from the Board of Directors. Approve the annual cash compensation of the CEO and reports results to the Board. Negotiate and recommend for approval by the Board, all employment, separation, severance and change in control agreements and any special arrangements in the event of termination of employment, death or retirement for the CEO.

C.) Review the performance of key executives at least annually through the input of the CEO Approve the annual cash compensation of the Company officers based on input from the CEO and review that of senior managers.

D.) Approve annual incentive compensation plans, and upon completion of the plan year, approve awards, if any, for the Company officers, key employees and plan participants.

E.) Approve and recommend for adoption by the Board and the shareholders, long term equity or equity-based incentive plans for employees and directors, and make awards to Company officers, and other key employees under the terms of the plans.

F.) Approve any supplemental plans such as supplemental executive retirement plans for the Company officers and its key employees.

G.) Periodically, but no less than every two years, review the total compensation for the Company officers and its key employees including total cash compensation, long term incentive plans, retirement plans, benefit plans, supplemental benefit plans, perquisites, and any employment contracts to insure compliance to the philosophy and strategy of compensation, with the assistance of external compensation consultants.

H.) Approve any special individual agreements between the Company and its officers and employees, including in regard to retirement, Change in Control or termination agreements.

I.) Review and approve the Compensation Discussion and Analysis and prepare the Compensation Committee Report for inclusion in the annual proxy statement in accordance with applicable rules and regulations.

J.) Periodically evaluate the competitiveness of Board compensation including all of its components as related to the company's strategic plan and governance needs. Recommend compensation plans for the members of the Board of Directors and its Committees to the Board for approval.

With respect to Management Development matters:

K) In conjunction with the CEO and the Senior Vice President, Human Resources, review the Company’s programs for talent assessment and the management development process to ensure it is effectively managed.

L) Review periodically the company’s succession planning process, particularly the identification and development of key managers and high-potential employees for succession to executive positions.

V. OTHER RESPONSIBILITIES
The Committee has the sole authority to engage the services of special legal advisors and compensation and other consultants to assist the Committee.

The Committee will undertake any assignment of the Board that is related to Compensation and Management Development.

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