Compensation Committee Charter

I. Purpose

The Compensation Committee (the “Committee”) is created by the Board of Directors of the Company (the “Board”) to oversee the Company’s compensation and benefits policies generally, evaluate senior executive performance and review the Company’s management succession plan, oversee and set compensation for the Company’s senior executives and prepare the report on executive compensation that the Securities and Exchange Commission (the “SEC”) rules require to be included in the Company’s annual proxy statement.

 II. Membership

 The Committee shall consist of at least three members, comprised solely of independent directors, each of whom the Board has determined is “independent” under the rules of the New York Stock Exchange, Inc. (“NYSE”) as they apply to compensation committee members.

The Nominating and Corporate Governance Committee shall recommend nominees for appointment to the Committee annually and as vacancies or newly created positions occur. Committee members shall be appointed by the Board and may be removed by the Board at any time. The Nominating and Corporate Governance Committee shall recommend to the Board, and the Board shall designate, the Chair of the Committee.

 III. Responsibilities

 In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is responsible for the following matters.

 a.       Compensation Policies and Plans

The Committee shall oversee the Company’s compensation and benefits policies generally. In reviewing such compensation and benefits policies, the Committee may consider the recruitment, development, promotion, retention and compensation of senior executives and other employees of the Company and any other factors that it deems appropriate. The Committee shall report the results of such review and any action it takes with respect to the Company’s compensation and benefits policies to the Board.

The Committee shall discharge the responsibilities of the Board with respect to the Company’s incentive-compensation and equity-based compensation plans that are subject to Board approval, oversee the activities of the individuals and committees responsible for administering these plans and approve and recommend to the Board any new equity compensation plan or any material change to an existing equity compensation plan where shareholder approval is required.

b.      Executive Compensation

The Committee shall review and approve, either as a committee or together with the other independent directors (as directed by the Board), the compensation of any Chief Executive Officer (“CEO”), based on the evaluation below, and, approve as a committee, the compensation of the Company’s other executive officers. In so reviewing and approving executive compensation, the Committee shall, among other things:

     i. identify, review and approve corporate goals and objectives relevant to executive compensation; and
     ii. evaluate each executive’s performance in light of such goals and objectives and set each executive’s compensation based on such evaluation and such other factors as the Committee deems appropriate and in the best interests of the Company.

The Committee may delegate to one or more officers of the Company the authority to make awards to any officer of the Company who is not considered an “officer” for purposes of Section 16 of the Securities Exchange Act of 1934 under such of the Company’s incentive-compensation or other equity-based plans as the Committee deems appropriate and in accordance with the terms of such plans and applicable law.

c.       Management Succession

The Committee shall, in consultation with the Company’s CEO, periodically review the Company’s management succession planning including policies for CEO selection and succession in the event of the incapacitation, retirement or removal of the CEO, and evaluations of, and development plans for, any potential successors to the CEO.

d.      Disclosure

The Committee shall prepare the Compensation Committee Report for inclusion in the Company’s annual proxy statement and Form 10-K in accordance with applicable SEC rules and regulations, and the Committee shall review and discuss the Company’s Compensation Disclosure and Analysis as required by SEC rules (“CD&A”) with management and provide a recommendation to the Board regarding the inclusion of the CD&A within the Company’s proxy statement or Form 10-K.

e.       Regulatory Compliance

In consultation with management, the Committee shall oversee regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax deductibility.

f.        Reporting to the Board

The Committee shall report to the Board periodically, and not less than once per year. This report shall include a review of any recommendations or issues that arise with respect to Company compensation and benefits policies, executive compensation, management succession planning and any other matters that the Committee deems appropriate or is requested to be included by the Board.

At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation, which shall compare the performance of the Committee with the requirements of this charter. The report to the Board may take the form of an oral report by the Chair of the Committee or any other member of the Committee designated by the Committee to make this report.

The Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board.

 IV.            Resources and Authority

The Committee shall have the resources, funding and authority appropriate to discharge its duties and responsibilities, including the sole authority to select, retain, terminate and approve the fees and other retention terms of any advisors, including any compensation consultant assisting the Committee in the evaluation of the compensation of one or more CEOs or other executive officers, outside legal counsel or other advisors (each, an “Advisor”), as it deems appropriate, without seeking approval of the Board or management. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Advisor it retains. To the extent required by NYSE rules, the Committee may select or receive advice from an Advisor only after taking into consideration all factors relevant to the Advisor’s independence from management, including the factors set forth in the NYSE rules.

Although the Committee is required to consider the factors set forth in the NYSE rules, it is free to select or receive advice from an Advisor that is not independent.

V.             Delegation to Subcommittee

The Committee may, in its discretion, delegate its authority to subcommittees or the Chair of the Committee when it deems appropriate and in the best interests of the Company. In particular, the Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Committee who are (i) “Non-

Employee Directors” for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as in effect from time to time, and (ii) “outside directors” for the purposes of Section 162(m) of the Internal Revenue Code, as in effect from time to time.

VI.            Meetings and Procedures

 The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. The Chair of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this charter. The Committee may invite such members of management to its meetings as it deems appropriate, consistent with the maintenance of the confidentiality of compensation discussions. No senior executive should attend that portion of any meeting where such executive’s performance or compensation is discussed, unless specifically invited by the Committee.

Members of the Committee may participate in a meeting of the Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.

The Committee shall maintain minutes of Committee meetings.

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