The Committee shall be composed of no fewer than three directors. Committee members will satisfy the independence requirements of the Company’s Corporate Governance Guidelines and of the New York Stock Exchange Listing Standards. On recommendation of the Nominating and Governance Committee, the Board of Directors shall appoint the members of the Committee and shall designate the Chairman of the Committee.

The Committee shall meet at such times as it determines to be appropriate or at the call of the Chairman of the Committee. It shall have at least two meetings each year.

The Committee shall:

1. Develop and maintain a compensation policy that creates an appropriate relationship between pay levels and corporate performance and returns to shareholders. The Committee shall monitor the results of such policy to assure that the compensation payable to the Company’s elected corporate officers provides overall competitive pay levels, creates proper incentives to enhance shareholder value, rewards superior performance, and is justified by the returns available to shareholders.
   
   
   
2. Recommend to the Board of Directors for approval, compensation and benefit plans, which may include amendments to existing plans, cash- and equity-based incentive compensation plans, and non-qualified deferred compensation and retirement plans.
   
   
   
3. Review and approve annually corporate and personal goals and objectives to serve as the basis for the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives, and set and report to the Board of Directors the Chief Executive Officer’s compensation based on that evaluation.
   
   
   
4. Review and set the compensation for the other members of the Executive Committee.
   
   
   
5. Review and approve the annual compensation for elected corporate officers (other than the Executive Committee members), as recommended by the Chief Executive Officer. In establishing the compensation to be paid or provided to executive officers, the Committee shall utilize where it deems appropriate comparative data regarding compensation practices.
   
   
   
6. Administer, except as otherwise delegated pursuant to the terms of such plan(s), the Company’s shareholder approved incentive plan(s), including approval of grants of stock options, restricted stock, performance units, stock appreciation rights, and other equity-based incentives to the extent provided under that plan.
   
   
   
7. Review and discuss with the Company’s management the Compensation Discussion and Analysis required by the Securities and Exchange Committee (CD&A).
   
   
   
8. Provide, over the names of the Committee members, the required Committee report for the Company’s proxy statement for the annual meeting of shareholders. This Committee report shall state whether (i) the Committee reviewed and discussed with the Company’s management the CD&A, and (ii) based on such review and discussion, the Committee recommended to the Board of Directors that the CD&A be included in the Company’s annual report or proxy statement for the annual meeting of shareholders.
   
   
   
9. Oversee the Company’s strategy, efforts and results on diversity.
   
   
   

The Committee shall have authority to retain and terminate outside advisors to assist in the performance of its functions, with authority to agree to fees and other terms of engagement.

The Chairman of the Committee shall discuss the Committee’s performance with each member of the Committee, following which discussions the Chairman shall lead the Committee in an annual evaluation of its performance. The annual evaluation shall include a review of the Committee’s charter.

The Committee shall cause to be provided to the NYSE appropriate written confirmation of any of the foregoing matters as the NYSE may from time to time require.