CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
(as amended through February 25, 2004)
The Compensation Committee is appointed by the Board principally to discharge the Board's responsibilities
relating to compensation of the Company's executive officers, to oversee the administration of the Company's
equity incentive and executive compensation programs, and to produce an annual report on executive
compensation for inclusion in the Company's proxy statement.
The Committee will consist of at least three directors, each of whom will be appointed and replaced by the Board
in accordance with the Company's bylaws. Each member of the Committee will meet the independence
requirements of the New York Stock Exchange and Rule 16b-3 promulgated under the Securities Exchange Act
of 1934. The Committee's chairman will be designated by the Board. The Committee may form and delegate
authority to subcommittees when appropriate.
The chairman of the Committee will preside at each meeting and, in consultation with the other members of the
Committee and management, will set the frequency of, and the agenda for, each meeting.
IV. AUTHORITY AND RESPONSIBILITIES
In furtherance of the purpose of the Committee described above, the Committee will have the following authority
1. The Committee will periodically review and approve goals and objectives relating to compensation of the
executive officers and evaluate the performance of the executive officers in light of these goals and objectives.
Based on this evaluation, the Committee will approve the CEO's compensation level, and will recommend to the
Board the compensation levels of the other executive officers (and any other officer subject to Section 16 of the
Securities Exchange Act of 1934). The Committee will also oversee the annual evaluation of all other members of
2. The Committee will periodically review the Company's i