Compensation Committee

The Compensation Committee, which consists entirely of non-management  directors all of whom the Board has determined are independent within the meaning of the listing standards of the New York Stock Exchange, is responsible for discharging the Board's responsibilities relating to executive compensation, including determining the compensation of the Chief Executive Officer, making recommendations to the Board with respect to incentive compensation plans and equity based plans, administering and making awards under such plans and reviewing the cumulative effect of its actions, and reviewing the succession plans for the Chief Executive Officer and other senior executives.  The Compensation Committee also reviews and makes recommendations regarding compensation disclosures to be provided in the Company's Securities and Exchange Commission filings, including the Compensation Committee Report, the "Compensation Discussion and Analysis" and narrative descriptions of its procedures in determining executive compensation.

Compensation Committee Charter

Compensation Committee Members

	Thomas F. Farrell II  Compensation Committee Chair
	Elizabeth E. Bailey
	Gerald L. Baliles
	Robert E. R. Huntley
	Thomas W. Jones

= chairperson

= member

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