Compensation and Management Development Committee Charter

Status
The Compensation and Management Development Committee (the “Committee”) is a committee of the Board of Directors (the “Board”).

Membership
The Compensation and Management Development Committee shall consist of three or more directors all of whom in the judgment of the Board of Directors shall be “independent” in accordance with New York Stock Exchange listing standards. Committee members shall not be employees or former employees of the Company and shall be free of any relationship that, in the opinion of the Board, would interfere with their individual exercise of independent judgment. Committee members shall be appointed by the Board upon the recommendation of the Corporate Governance and Nominating Committee.

Purpose
The purpose of the Compensation and Management Development Committee is (i) to discharge as to the Chief Executive Officer (the “CEO”), and to assist the Board in otherwise discharging, the Board’s responsibilities relating to the compensation of the Company’s executives (consisting of the Company’s elected officers and general managers and such other key employees as determined by the Committee with guidance from the CEO) and members of the Board; (ii) to review and discuss with the Company’s senior executives the Compensation Discussion and Analysis (CD&A) to be included in the Company’s Proxy Statement and recommend to the Board that the CD&A be included in the Proxy Statement and to provide the Compensation and Management Development Committee Report for inclusion in the Company’s Proxy Statement that complies with the rules and regulations of the Securities and Exchange Commission; and (iii) to assist the Board in ensuring that the Company has in place effective policies and programs for senior executive succession and for the development of its executives.

Responsibilities

1. Oversee the development of an internally consistent and externally competitive executive compensation program in order to attract, motivate and retain qualified executives and to provide incentives for the attainment of the Company’s strategic goals and objectives.

2. Together with the other independent directors of the Board (unless the Board shall otherwise direct), establish annually the goals and objectives relevant to the CEO’s compensation.

3. Together with the other independent Directors of the Board (unless the Board shall otherwise direct), evaluate annually the CEO’s performance in light of the goals and objectives approved by the Committee and determine and approve the CEO’s base compensation level, incentive compensation, and all other components of the CEO’s compensation, including without limitation long-term incentive awards, and to make such other determinations and approvals with respect to the retirement and benefit plans established for the CEO or in which the CEO participates.

4. Annually review and recommend to the Board for approval the base salary, annual incentive compensation, and long term incentive awards for all executives other than the CEO.

5. Make recommendations to the Board of Directors with respect to long-term incentive plans and any other equity compensation and other plans in which the Company’s executives and the directors participate, and any changes thereto.

6. Periodically review the goals of the Company’s employee benefit and retirement plans and evaluate the performance of the plans against those objectives.

7. Periodically review and make recommendations to the Board as to any severance agreements, change in control agreements, and any other special or supplemental benefits for the Company’s executives other than the CEO, and together with the other independent Directors of the Board (unless the Board shall otherwise direct), shall determine and approve any such agreements and benefits for the CEO.

8. Periodically review the Board of Directors’ compensation as well as compensation for members of committees of the Board, and recommend to the Board for approval such changes as the Committee determines.

9. Oversee the Company’s executive development and senior executive succession programs and advise the Board on senior executive selection and succession.

10. Conduct an annual performance review of the Committee as well as an assessment of this charter, and forward the results of same to the Corporate Governance and Nominating Committee for its review.

Committee Operation
Although the timing and content of each meeting is subject to change at the Committee’s discretion, the meetings will generally be as follows, subject to the other provisions of this charter:

1. A meeting shall be held shortly after the completion of the fiscal year to, among other matters:

   a)	Review the performance of the CEO against his or her objectives for the recently completed fiscal year including under any incentive compensation plan, review the total compensation to be paid to the CEO to ensure that the compensation program’s value and structure is consistent with the objectives of the Board and with peer group assessments, and approve the payment of any bonus to the CEO under any incentive plan established for the recently completed fiscal year.
   b)	Review the CEO’s evaluation of the performance of the Company’s executives (other than the CEO) against their objectives for the recently completed fiscal year including under any incentive compensation plan, review the total compensation to be paid to the executives to ensure that the compensation program’s value and structure is consistent with the objectives of the Board and with peer group assessments, and make recommendations for the payment of compensation including any bonus to the executives under any incentive plan established for the recently completed fiscal year, for approval by the Board.
   c)	Finalize the goals and objectives of the CEO for the current fiscal year, and determine and approve a base salary and an incentive compensation plan for the CEO for the current fiscal year.
   d)	Review the recommendations of the CEO for base salaries and incentive compensation plans for the Company’s executives (other than the CEO) for the current fiscal year, and make recommendations with respect to base salaries and incentive compensation plans to the Board for its approval.
   e)	Review the compensation paid to the Board and to members of committees of the Board, and make recommendations to the Board as deemed advisable.

2. A meeting shall be held in the fourth fiscal quarter to, among other matters:
   
   

   a)	Consider the recommendations of the CEO for the grant of equity-based compensation or other forms of equity-based compensation for executives (other than the CEO), and make recommendations with respect to the grant of stock options, for approval by the Board.
   b)	Determine and approve any grant of stock options or other forms of equity-based compensation for the CEO.
   c)	Review anticipated incentive compensation payments and the expected total compensation payable to the Company’s executives for the current fiscal year.
   d)	Review the preliminary goals and objectives of the CEO and other executives for the next fiscal year and any preliminary recommendations from the CEO as to adjustments in compensation for the Company’s executives (other than the CEO) for the next fiscal year.
   e)	Review the CEO’s compensation for the current fiscal year and preliminarily consider any adjustments to the CEO’s compensation for the next fiscal year.

3. From time to time, as determined by the Committee, meet with any compensation consultant retained by the Committee to evaluate the Company’s compensation plans and programs including those payable to the CEO, the Company’s other executives, the Company’s other employees, and the Board, as determined by the Committee. The Committee will have sole authority to retain and terminate such compensation consultant, including authority to approve such firm’s fees and other retainer terms.
   
   
4. From time to time, as determined by the Committee, review the (i) succession plans and (ii) management development plans developed by the CEO for executives and/or senior executives, and make recommendations with respect to same to the Board for approval.

Meetings
The Compensation and Management Development Committee shall meet at least two times each year and at such other times as it deems necessary to fulfill its responsibilities.

Minutes and Reports
Copies of the minutes of each meeting of the Committee will be provided to the Board of Directors and the Chairperson or his or her designee will report on each meeting of the Committee to the Board of Directors at the next meeting of the Board of Directors following the meeting of the Committee.

(Adopted by the Compensation and Management Development Committee on April 5, 2004 and amended October 17, 2007)