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Compensation Committee Charter

As revised by the Board of Directors on
April 26, 2017

I. Purposes of the Committee

The primary purposes of the Compensation Committee (the "Committee") are to discharge the Board of Directors' (the "Board") responsibilities relating to the evaluation and compensation of the Corporation's Chief Executive Officer (the "CEO") and certain other senior executives, and to discharge the responsibilities of the Committee under applicable rules and regulations.  The Committee also makes recommendations to the Board regarding succession planning and development for senior executives and positions as needed.

II. Committee Membership

The Committee shall have at least three members.  Committee members shall be appointed by the Board from among its members and may be removed by the Board at any time.  Each member of the Committee must satisfy such criteria of independence as the Board may establish and such additional regulatory or listing requirements as the Board may determine to be applicable or appropriate.  Accordingly, each member must qualify as a "non-employee director" under rule 16b-3 of the Securities and Exchange Commission (the "SEC"); may not be part of a compensation committee interlock within the meaning of SEC Regulation S-K; may not be eligible to participate in any of the compensation plans they administer; and must be independent from management in connection with the duties of a compensation committee member as required by NYSE standards.  Members of the Committee should be suitably knowledgeable in matters pertaining to executive compensation.

The actual number of members shall be determined from time to time by resolution of the Board.  Two members of the Committee shall constitute a quorum thereof.

III. Committee Structure and Operations

The Chair of the Committee shall be designated by the Board.  The Compensation Committee will fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the Committee.  In addition to the regular meeting schedule established by the Committee, the Chair of the Committee may call a special meeting at any time.

The Secretary of the Corporation shall be the Secretary of the Compensation Committee unless the Committee designates otherwise.

In the absence of the Chair during any Committee meeting, the Committee may designate a Chair pro tempore.

The Committee shall grant incentive awards and other compensation by the affirmative vote of a majority of the members at a meeting of the Committee.

For all other business, the Committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent.

The Committee may establish sub-committees consisting of one or more members to carry out such duties as the Committee may assign.

IV. Committee Activities 

The following shall be the common recurring activities of the Committee in carrying out its purposes.  These activities are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.

  1. Review and approve the corporate goals and objectives relevant to the compensation of the CEO.
  2. At least annually, at a meeting to which all independent directors are invited, evaluate the CEO's performance as measured against the goals and objectives outlined above.
  3. Set the salary and other cash and equity compensation for the CEO based on the evaluation described in paragraph 2 and the goals and objectives described in paragraph 1.
  4. At least annually, at a meeting to which all independent directors are invited, review succession planning and development strategies for senior level positions and executives of the Corporation.
  5. Make recommendations to the Board with respect to incentive compensation plans and equity-based plans.
  6. Review and act upon proposed terms of any new plans, programs, and arrangements for the benefit of employees of the Corporation that are modified and made available only to certain executives of the Corporation, or, as appropriate, make such recommendations to the Board with respect thereto as it may deem advisable.
  7. Set the salaries of employees of the Corporation who are members of the Management Committee, Presidents of the functional organizations and Staff Function Vice Presidents; and set, review or make recommendations with respect to the salaries of such other employees as may be from time to time referred to the Committee by the Chairman of the Board, or President of the Corporation.
  8. Pursuant to the Corporation's 2003 Incentive Program, a) administer said Program; b) establish in respect to each year a ceiling, subject to the limitations in said Program, on the aggregate number of shares of Corporation common stock that can be awarded under said Program; c) determine, if applicable, the rate of interest to be credited to grantees pursuant to said Program; d) have the exclusive right to make or, on behalf of the Corporation, amend any grants of awards under said Program to eligible employees constituting, those employees who are subject to the reporting requirements of Section 16 under the Securities Exchange Act of 1934 with respect to equity securities of the Corporation, and other such eligible employees as may be from time to time referred to the Committee by the Chairman of the Board, or the President of the Corporation and with respect to grants to such persons, make all decisions concerning the timing, pricing, and amount of such awards and all other determinations and interpretations as contemplated by said Program; and e) set the consideration for any shares of the common stock of the Corporation used in meeting the Corporation's obligations arising from time to time for awards under said Program granted by this Committee.
  9. Pursuant to the Corporation's Short Term Incentive Program, a) administer said Program; b) establish in respect to each year a ceiling, subject to the limitations in said Program, on the aggregate dollar amount that can be awarded thereunder; c) determine, if applicable, the rate of interest to be credited to grantees pursuant to said Program; and d) make or, on behalf of the Corporation, amend any grants of awards under said Program to eligible employees constituting the group referred to in paragraph 7 above, and with respect to grants to such persons, make all decisions concerning the timing, pricing, and amount of such awards and all other determinations and interpretations, including determinations with respect to recoupment of awards in case of a material negative restatement, as contemplated by said Program.
  10. Administer any plan which awards are assumed by the Corporation in connection with a merger or acquisition, to the extent provided in such plans.
  11. Review proposed terms of any new Incentive Program and any major amendment of an existing program, and make such recommendations to the Board with respect thereto as it may deem advisable.
  12. Report on compensation policies and practices with respect to the Corporation's executive officers as required by SEC rules.
  13. Review and report on risks arising from the Corporation's compensation policies and practices for employees as required by SEC rules.
  14. Consider factors that could affect the independence or represent a conflict of interest on the part of any compensation consultant, independent legal counsel, or other adviser the Committee may retain and report thereon as required by SEC and NYSE rules.
  15. Take such other actions and do other such things as may be referred to it from time to time by the Board.

V. Committee Evaluation

The Committee will annually complete a self-evaluation of the Committee's own performance and effectiveness, and will consider whether any changes to the Committee's charter are appropriate.

VI. Committee Reports

The Chair of the Committee will report regularly to the full Board on the Committee's activities, findings, and recommendations, including the results of the Committee's self-evaluation and any recommended changes to the Committee's charter.

VII. Resources and Authority of the Committee

The Committee has the authority in its sole discretion to retain and oversee the work of such outside advisors, including legal counsel or other experts, as it deems appropriate, and to approve the fees and expenses of such advisors with funding provided by the Corporation.  Without limiting the foregoing, the Committee will have sole authority to retain and terminate any compensation consultant to be used to assist the Committee in the evaluation of CEO or senior executive compensation.

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