Corporate Profile Governance

Audit & Risk Committee
Nominating & Corporate Governance Committee

Compensation Committee Charter

I. Purpose of the Committee

The Committee's primary purpose is to:

• Discharge the Corporation’s responsibilities relating to the compensation of the Corporation’s executive officers. The Committee has overall responsibility for evaluating and approving the benefit, bonus, incentive compensation, other compensation plans, policies and programs of the Corporation and its subsidiaries; and

II. Responsibilities of the Committee

A. Charter Review

• Review and reassess the adequacy of this charter annually and recommend to the Board any proposed changes to this charter; and

• Post such charter and amendments to the Corporation's website.

B. Executive Compensation/ Approval of Transactions

• Annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and recommend to the Board the CEO’s compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee will consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.

• Annually review and approve, for the CEO and the senior executives of the Company, (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements, severance agreements, and change in control agreements/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits.

• Annually review and make recommendations to the Board with respect to the compensation of all Executive Officers and other key executives, including incentive-compensation plans
.
• Adopt, administer, approve and ratify the Corporation's incentive compensation and awards thereunder, including amendments to the plans or awards made under any such plans, and review and monitor awards under such plans.

• Meet with members of senior management as needed to discuss compensation matters.

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