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Compensation Committee Charter

February 20, 2009

Purpose

The Compensation Committee shall discharge the Board's responsibilities relating to compensation of the Company's senior executives. The Committee has overall responsibility for approving and evaluating senior executive compensation plans, policies and programs of the Company.

Committee Membership and Function

The Compensation Committee shall consist of no fewer than three members and would generally be expected to meet at least three times a year. The members of the Compensation Committee shall meet the independence requirements of the New York Stock Exchange and any other requirements in the benefit plans that the Compensation Committee administers, with the Board to affirmatively determine that the members are independent, and disclose that determination, to the extent required. The Chairperson of the Compensation Committee is delegated the authority to approve (a) off-cycle compensation (including retention agreements) for senior executives of the Company (other than members of the Global Leadership Team ("GLT") and such other key senior executives the Committee may identify from time to time); and (b) severance arrangements for the GLT, provided such arrangements are within then-current policy. The Committee Chair shall report any such off-cycle compensation change for any Senior Executive or any such GLT severance arrangement at the next Compensation Committee and Board meeting. The CEO is delegated the authority to approve (a) routine off-cycle compensation for senior executives who are not GLT members, provided such compensation is consistent with the relevant plans; and (b) all off-cycle compensation (including stock and stock option grants) for employees who are not senior executives, provided the compensation is consistent with relevant plans, and further provided that the stock and stock option grants are within budgeted levels and award guidelines.

Committee Authority and Responsibilities

1. The Compensation Committee shall review and approve the Company's compensation philosophy and principles for senior executives.

2. The Compensation Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of CEO or senior executive compensation. Except as provided in the following sentence, the Compensation Committee shall have sole authority to pre-approve the consultant's services, related fees and other retention terms. The Chairperson of the Compensation Committee is delegated the authority to pre-approve any such services and pre-approve (or approve) up to $100,000 for such services. The Chairperson shall present such approvals at the next Compensation Committee. The Compensation Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. The Company shall provide adequate funding, as determined by the Committee, for the matters referenced in this paragraph.

3. The Compensation Committee, together with all other independent members of the Board, shall annually review and approve corporate goals and objectives relevant to the CEO's compensation and recommend to the independent members of the Board the CEO's compensation levels (including, but not limited to, the annual base salary level, annual incentive opportunity level, and long-term incentive opportunity level). In recommending the long-term incentive component of the CEO's compensation, the Compensation Committee will consider the Company's performance on measures set from time to time by the Committee, the value of similar incentive awards granted to CEOs at comparable companies, the awards given to the CEO in past years, and relative shareholder return.

4. The Compensation Committee shall oversee the evaluation of all other senior executives and annually review and make recommendations to the Board with respect to the compensation of such senior executives.

5. The Compensation Committee shall review and approve retention agreements and severance arrangements for members of the GLT.

6. The Compensation Committee shall review and approve off-cycle compensation for new members of the GLT (either through promotions or new hires).

7. The Compensation Committee shall review and monitor, overall compensation for the Company's senior executives, including compensation policies and practices, pay tallies, perquisites and other fringe benefits.

8. The Compensation Committee shall review and recommend to the Board the adoption or termination of any significant employee benefit plan, including incentive-compensation plans and equity-based plans.

9. The Compensation Committee shall also administer employee benefit plans of the Company and its subsidiaries, to the extent provided in those plans, and shall review trends in management compensation.

10. The Compensation Committee shall (a) review and discuss with management the Compensation Discussion and Analysis ("CD&A") required by SEC regulations, and based on such review and discussion, recommend to the Board whether the CD&A should be included in the Company's Proxy Statement and other SEC filings; (b) prepare a Compensation Committee Report to be included in the Company's SEC filings; and (c) otherwise oversee the Company's compliance with compensation reporting required by the SEC, including reviewing all comment letters received by the Company in connection with executive compensation.

11. The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Nominating and Corporate Governance Committee for approval.

Administrative Matters

The members of this Committee shall be appointed by the Board of Directors on the recommendation of the Nominating and Corporate Governance Committee and may be removed or replaced by the Board. The Chairperson of this Committee shall also be appointed by the Board of Directors on the recommendation of the Nominating and Corporate Governance Committee.

A majority of the members of this Committee shall constitute a quorum for the transaction of business, and the act of the majority of Committee members present at a meeting where a quorum is present shall be the act of this Committee, unless a different vote is required by express provision of law, the Bylaws or the Certificate of Incorporation. Unless otherwise provided by the Bylaws or the Certificate of Incorporation: (i) any action required or permitted to be taken at any meeting of this Committee may be taken without a meeting if all of the members consent thereto (a) in writing or (b) by electronic transmission and such writings or transmissions are filed with the minutes of this Committee; and (ii) members of this Committee may participate in a meeting by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence at such a meeting.

This Committee may form and delegate authority to subcommittees or the Chair when appropriate, provided any such subcommittee shall promptly report their activities to the full Committee and/or Committee Chair. Except as expressly provided in this Charter, the Bylaws or the Certificate of Incorporation, this Committee may fix its own rules of procedure.

This Committee will report to the Board at the next regularly scheduled Board meeting after one or more Committee meetings, will otherwise regularly report to the Board and will annually conduct a performance review of its activities.

Committee Members

John L. Zabriskie
John T. Dillon
Gordon Gund
Ann McLaughlin Korologos

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