Purpose
The Committee is appointed by the Board to discharge the Board's responsibilities relating to compensation of the Corporation's officers and other key executives. The Committee has overall responsibility for approving and evaluating the compensation plans, policies, and programs impacting such executives of the Corporation.

Authority
The Committee is formed by Board Resolution pursuant to Article VI, Section 3 of the Bylaws. Changes to the Committee's Charter and Mandates must also be made by Board Resolution. The Committee will act only as a committee, with individual members possessing no power to act on their own.

Membership Criteria
The Committee will consist of at least three Directors, including a Committee Chairman. All Committee members must be independent, as that term is defined by the New York Stock Exchange.

Appointment of Members and Chairman
Both the members and the Chairman of the Committee will be appointed by the Board of Directors. The appointments will be made at each Annual Meeting of the Board or when successors are required.

Removal of Members and Chairman
In accordance with Article VI, Section 7 of the Bylaws, any member of the Committee, including the Chairman, may be removed by majority vote of the Directors then in office.

Vacancies
In accordance with Article VI, Section 8 of the Bylaws, any vacancy may be filled by majority vote of the Directors then in office.

Meetings

Frequency – The Committee will meet at least annually. The Committee may meet more frequently as necessary or appropriate.

Notice – In accordance with Article V, Section 6 of the Bylaws, notice of Committee meetings will be provided at least 24 hours in advance of the meeting. Meetings may be held at any time without notice if the members waive the notice requirement by attendance at the meeting or otherwise.

Forum – The Committee may meet in person or by telephone or other means acceptable to the Committee.

Quorum – A quorum shall consist of a majority of the Committee members. Action by a majority of the members present shall constitute action by the Committee.

Chairman – In the absence of the Chairman, the Committee will designate, by majority vote of the members present, another member to serve as Acting Chairman of the meeting.

Reporting
The Committee will report to the Board on the proceedings of each Committee meeting.

Minutes
The Secretary of the Company or his designee will keep minutes of all Committee meetings.

Mandates

General
The Committee has overall responsibility for evaluating and approving  total compensation, compensation plans, policies and programs for the Corporation’s officers and other key executive. 

CEO Performance
Annually, with the other independent directors, review and approve corporate goals and objectives relevant to the CEO’s compensation and  evaluate  his performance in light of those  goals and objectives; and, as a committee or together with the other independent directors, as directed by the Board,  based on this evaluation, set the CEO's compensation level and, considering  the Corporation's performance, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years, set his incentive compensation.

Committee Interaction with Management
In consultation with executive management, establish and maintain a clear delineation of Committee responsibilities and those responsibilities delegated to management. Maintain a direct communication channel with internal corporate compensation experts, including the ability to confer independently with such experts.

Committee Charter and Performance
Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval and annually evaluate the performance of the Committee.  

Other
Review annually and recommend to the Board, the Compensation Discussion and Analysis section to be included in the Corporation’s proxy statement.
The Committee will have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of chief executive officer (“CEO”), officer, or other key executive compensation and shall have sole authority to approve the consultant's fees and other retention terms.
The Committee will have the sole authority to retain any other outside firm deemed necessary to assist it in meeting its fiduciary obligations, including the sole authority to approve the firm's fees and other retention issues.
The Committee Charter, as revised periodically, will be published on the Company's public Website.

Consistency with Articles of Incorporation, Bylaws
To the extent that any provision or section of this Charter may be inconsistent with any article, provision, or section of the Articles of Incorporation or the Bylaws of the Corporation, the Articles of Incorporation or the Bylaws, as appropriate, shall fully control.