CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
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
executive compensation plans and 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. Each member of the Committee will meet the independence requirements of the New York Stock
Exchange, Rule 16b-3 promulgated under the Securities Exchange Act of 1934, and Section 162(m) of the
Internal Revenue Code. 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, evaluate the performance of the executive officers in light of these goals and objectives, and
recommend to the Board the compensation levels of the executive officers based on this evaluation.
2. The Committee will periodically review the Company's incentive compensation plans and equity-based plans,
and will oversee the administration of the Company's other executive compensation plans and programs.
3. The Committee will review, adopt and submit to the Board for its approval (i) any proposed plan or
arrangement offering or providing