Purpose and Key Responsibilities
The primary purpose of the Management Development & Compensation Committee (the "Committee") is to discharge the responsibilities of the Board of Directors (the "Board") relating to the compensation of the Company's executive management. The Committee shall also assist the Board in establishing appropriate incentive compensation and equity-based compensation plans, oversee the administration of such plans on behalf of the Board and oversee management development and succession planning. In furtherance of these purposes, the Board has delegated to the Committee the following duties and responsibilities.

• Assist the Board in developing and evaluating potential candidates for executive positions, including the Chief Executive Officer ("CEO") and oversee the development of executive succession plans.
• Oversee the development and implementation of executive compensation programs, including policies relating to base salaries, annual incentives and long-term equity-based or cash incentive programs.
• Review the Company's management incentive compensation plans, deferred compensation plans and any equity-based incentive compensation plans and recommend changes in such plans to the Board, as appropriate.
• Review and approve on an annual basis the corporate financial goals and performance objectives relevant to compensation of the CEO and other executive officers.
• Approve strategic objectives to be used in evaluating the performance of the CEO.
• Evaluate the performance of the CEO on an annual basis in light of the established corporate goals and objectives and the CEO's individual strategic objectives and have sole authority to determine the CEO's compensation level based on this evaluation.
• Review on an annual basis the performance evaluation process for the Company's other executive officers in light of the established corporate goals and objectives and approve the compensation for such executive officers. The Committee shall also review management's decisions concerning the performance and compensation of other corporate officers and key managers.
• Authorize the granting of stock options or other equity-based awards to employees and delegate to the CEO, to the extent the Committee deems appropriate, the authority to allocate such awards among employees other than the CEO and other executive officers.
• Establish stock ownership and retention guidelines for the CEO and other executive officers and monitor compliance with such guidelines.
• Prepare the report on executive compensation required by the SEC to be included in the Company's annual proxy statement in accordance with applicable rules and regulations.
• Oversee generally the manner in which the Company's Pension Investment Committee and Plans Administration Committee administer and manage the assets of the Company's pension and welfare benefit plans.
• Conduct an annual performance evaluation of the Committee.

Processes
The Board, on recommendation of the Committee on Nominations and Corporate Governance, shall designate one member to be Chair of the Committee. The Chair shall preside at such meetings as may be necessary to fulfill the duties and responsibilities of the Committee. From time to time, the Committee may adopt rules and make provisions as deemed appropriate for the conduct of meetings, for considering, acting upon and recording matters within its authority and for making such reports to the Board as it may deem appropriate.

The Committee shall report regularly to the Board regarding the Committee's activities. In discharging its responsibilities, the Committee shall have sole authority to retain an external consultant to provide assistance and advice in the development of executive compensation programs and in evaluating the effectiveness of such programs for the CEO and executive management. If the Committee elects to retain such an external compensation consultant, the consultant shall report directly to the Committee, which shall have sole authority to approve the consultant's fees and to terminate the consultant's services in its discretion. The Company shall pay the consultant's fees, as approved by the Committee.

Membership
Committee members shall be appointed annually by the Board on recommendation of the Committee on Nominations and Corporate Governance. The Committee shall be comprised of not less than three (3) directors. Each member shall be a director who is independent of management and the Company according to the independence requirements of applicable statutes, regulations and stock exchange listing standards.