The Compensation Committee is charged with reviewing the compensation of the President and chief executive officer of the Corporation ("Chief Executive Officer") and making determinations with respect thereto; reviewing the annual recommendations of the Chief Executive Officer concerning the compensation of the other officers of the Corporation and making determinations with respect thereto; reviewing the annual adjustments proposed to be made to the compensation of certain of the highest-paid officers of the Corporation's operating units, reporting to the Board of Directors with respect thereto, and making such recommendations to the Board of Directors with respect thereto as the Committee may deem appropriate; administering the Corporation's 2002 Long-term Incentive Plan and any successor thereto; and producing a report on executive compensation as required by the Securities and Exchange Commission to be included in the Corporation's annual proxy statement.

A. The Compensation Committee shall be composed of two or more directors appointed by the Board of Directors, each of whom shall be independent, as determined by the Board of Directors consistent with the requirements of the New York Stock Exchange. Subject to the foregoing, the Board may remove and replace members of the Committee in its discretion. The Board shall designate one of the members as Chairman.

B. The Committee shall meet at such times and upon such notice as it may determine.

C. A majority of the members then in office shall constitute a quorum. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee.

D. The Committee shall have the authority to delegate its responsibilities to a subcommittee of its members.

A. The Committee shall review and approve the corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer's performance in light of such goals and objectives, and determine and approve the Chief Executive Officer's compensation based on such evaluation, including all adjustments to incentive compensation plans, retirement plans, other compensation plans and fringe benefits in which the Chief Executive Officer would participate; and shall report to the Board of Directors with respect thereto. In determining any long-term incentive component of the Chief Executive Officer's compensation, the Committee shall consider, among other things, the Corporation's performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the Chief Executive Officer in past years.

B. The Committee shall review the recommendations submitted to it by the Chief Executive Officer with respect to adjustment of the compensation of the officers of the Corporation other than the Chief Executive Officer, including all recommended adjustments to incentive compensation plans, retirement plans, other compensation plans and fringe benefits in which such persons would participate; shall determine and approve the compensation of such officers of the Corporation other than the Vice President-Internal Audit whose compensation will be determined by the Audit Committee; and shall report to the Board of Directors with respect thereto.

C. The Committee shall make such recommendations (if any) to the Board of Directors as it shall deem appropriate with respect to incentive compensation and equity-based plans that are subject to approval of the Board of Directors.

D. The Committee shall review the adjustments submitted to it which are proposed to be made to the compensation of the three highest-paid officers of each operating unit of the Corporation (determined on the basis of such officers' salaries after proposed adjustments), including proposed adjustments to all incentive compensation plans, retirement plans, other compensation plans and fringe benefits in which such persons would participate; shall report to the Board of Directors with respect thereto; and shall make such recommendations (if any) to the Board of Directors with respect thereto as the Committee in its discretion shall deem appropriate.

E. The Committee shall be responsible for the administration of the Corporation's 2002 Long-Term Incentive Plan and any successor thereto and any other compensation plans to which the Board of Directors has delegated authority to the Committee.

F. The Committee shall have, as an important objective, ensuring that the compensation practices of the Corporation and its subsidiaries are competitive and are effectively designed to attract, retain, and motivate highly qualified personnel.

G. The Committee shall produce a report on executive compensation as required by the Securities and Exchange Commission to be included in the Corporation's annual proxy statement.

H. The Committee shall annually review the compensation of the directors, including compensation for service on Committees of the Board, and shall propose changes, as appropriate, to the Board.

I. The Committee may retain and employ professional firms and experts to assist in the discharge of its duties. If a compensation consultant is to assist in the evaluation of director, Chief Executive Officer or senior executive compensation, the Committee shall have sole authority to retain and terminate the consulting firm, including sole authority to approve the firm's fees and other retention terms.

J. The Committee shall annually evaluate its performance, the qualifications of its members and the adequacy of its Charter, and report thereon to the Board.

K. The Committee shall keep regular minutes of its proceedings and shall report regularly to the Board of Directors.