Charter and Mandates

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 IV, 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 members of the Committee shall satisfy the requirements of the New York Stock Exchange, the SEC or other applicable legal or regulatory requirement concerning independence.  

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 IV, Section 9 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 IV, Section 10 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 each of Article IV, Section 6 of the Bylaws (and by reference Article III, 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 executives. 

CEO Performance
In conjunction with the Board of Directors, annually review and approve corporate goals and objectives relevant to CEO compensation; evaluate the CEO’s performance in light of established goals and objectives; recommend to the Board the CEO’s compensation level based on this evaluation; and, in determining the long-term incentive component of CEO compensation, consider the Corporation’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.

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 and recommend to the Board the Compensation Discussion and Analysis section to be included in the Corporation’s annual meeting proxy statement.  Prepare the Compensation Committee Report required to be included in the Corporation’s annual meeting proxy statement. 

The Committee will have the sole authority to retain and terminate any compensation consultant 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 legal counsel or other advisors to assist it, including the sole authority to approve such legal counsel or other adviser’s fees and other retention issues.

The Committee shall be directly responsible for the oversight of the work of compensation consultants, legal counsel and other advisers engaged to assist the Committee.  The Corporation shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to any compensation consultant, legal counsel or other adviser engaged by the Committee.  The Committee may only select a compensation consultant, legal counsel, or other adviser to the Committee after taking into consideration the following factors:

• the provision of other services to the Corporation by the person that employs the compensation consultant, legal counsel, or other adviser;
• the amount of fees received from the Corporation by the person that employs the compensation consultant, legal counsel, or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel, or other adviser;
• the policies and procedures of the person that employs the compensation consultant, legal counsel, or other adviser that are designed to prevent conflicts of interest;
• any business or personal relationship of the compensation consultant, legal counsel, or other adviser with a member of the Committee;
• any stock of the Corporation owned by the compensation consultant, legal counsel, or other adviser; and
• any other factors identified in rules adopted by the Securities and Exchange Commission to implement Section 10C(b)(2) of the Securities Exchange Act of 1934, as added by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The Committee Charter, as revised periodically, will be published on the Corporation'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.

Revised March 23, 2011.