I. Statement of Purpose

The Compensation Committee is a standing committee of the Board of Directors. The Committee shall have the authority to determine the compensation of the Company’s executive officers and such other employees as the Committee may decide. The Committee shall also prepare the report of the Committee for inclusion in the Company’s annual proxy statement.

II. Organization

1. Charter. At least annually, this charter shall be reviewed and reassessed by the Committee and any proposed changes shall be submitted to the Board of Directors for approval.
2. Members. The members of the Committee shall be appointed by the Board of Directors and shall meet the independence requirements of applicable law, the listing standards of the New York Stock Exchange and applicable policies of the Board of Directors.  The Committee shall be comprised of at least three members.  Committee members may be removed by the Board of Directors.  The Board of Directors shall also designate a Committee Chairperson.
3. Meetings. In order to discharge its responsibilities, the Committee shall each year establish a schedule of meetings. Additional meetings may be scheduled as required.
4. Agenda, Minutes and Reports. The Chairperson of the Committee shall be responsible for establishing the agendas for meetings of the Committee.  An agenda, together with materials relating to the subject matter of each meeting, shall be sent to members of the Committee prior to each meeting.  Minutes for all meetings of the Committee shall be prepared to document the Committee’s discharge of its responsibilities.  The minutes shall be circulated in draft form to all Committee members to ensure an accurate final record, shall be approved at a subsequent meeting of the Committee and shall be distributed periodically to the full Board of Directors.  The Committee shall make regular reports to the Board of Directors.
   

III. Responsibilites

The following shall be the principal responsibilities of the Committee:

1. Compensation Philosophy, Programs and Policies.  In consultation with senior management, the Committee shall establish the Company’s general compensation philosophy, and oversee the development and implementation of executive compensation programs and related policies, including any guidelines or requirements as to Company stock ownership by officers of the Company.  In undertaking these responsibilities, the Committee shall take into account factors it deems appropriate from time to time, including the Company’s business strategy and risks to the Company and its business implied by such programs as well as the results of any shareholder advisory vote with respect to the Company's executive compensation programs.  The Committee shall review on a periodic basis the Company’s executive compensation programs, select an appropriate peer group for purposes of such periodic review, and make any modifications that the Committee may deem necessary or advisable, in its sole discretion.
2. Chief Executive Officer Compensation. The Committee shall annually review and approve the Company’s goals and objectives relevant to the compensation of the Chief Executive Officer and shall evaluate the performance of the Chief Executive Officer in light of those goals and objectives. Based on such evaluation, the Committee shall have the sole authority to set the compensation (including base salary, incentive compensation and equity-based awards) of the Chief Executive Officer. In determining compensation, the Committee shall consider factors it deems appropriate from time to time, including the Company’s performance and relative shareholder return, the nature, extent and acceptability of risks that the Chief Executive Officer may be encouraged to take by such compensation, the value of similar compensation packages for chief executive officers at comparable companies, and the compensation awarded to management in prior years.
3. Officer Compensation. At least annually, the Committee shall (i) review and approve the compensation of officers above the level of Vice President of the Company and its business unit subsidiaries corresponding to its geographic operating segments ("Senior Management"); (ii) review the compensation of Managing Directors (or the equivalent position above the level of Vice President of the Company's major markets as defined in the Company's annual report on Form 10-K); and (iii) review and approve compensation guidelines for all other officers of the Company and its business unit subsidiaries corresponding to its geographic operating segments ("Officer"). The Committee shall also review periodically a report describing the administration of the compensation guidelines as described in 3. (iii) above.For purposes of this provision, "compensation" shall include base salary, incentive compensation, equity-based awards and any perquisites.
4. Benefit Plans and Remuneration Programs. Unless otherwise delegated or provided for under applicable law, the Committee shall have the authority to establish and amend, and shall review and administer the Company’s benefit plans, including its incentive compensation plans, equity-based plans, retirement plans, severance plans, deferred compensation plans and welfare benefit plans, as the Committee may deem necessary or advisable in its sole discretion, provided however, this provision shall not apply to any such plan maintained solely for employees of a subsidiary.
   
   The Committee shall also periodicallly (i) review and approve all other remuneration programs, including the global mobility and U.S. relocation policies, covering Officers; (ii) review and approve any variances from the remuneration programs for Senior Management; (iii) review periodically a report describing the administration of the remuneration programs for Officers.
5. Post-Service Arrangements. The Committee shall (i) review policies with respect to post-service arrangements covering Officers; (ii) review and approve any post-service arrangements offered to a member of Senior Management; and (iii) review a report describing the administration of any post-service arrangements made to Officers.
6. Compensation Discussion and Analysis; Compensation Disclosures. The Committee shall review and discuss the Compensation Discussion and Analysis section proposed for inclusion in the Company’s Annual Report on Form 10-K and annual proxy statement with management and recommend to the Board whether such section should be so included. In that connection, the Committee shall also review the related tabular and other disclosures about executive compensation proposed by management for inclusion in such Annual Report and proxy statement.
7. Annual Compensation Committee Report. The Committee shall produce an annual report for inclusion in the Company’s annual proxy statement, in accordance with applicable rules and regulations.
8. Independent Contractors. The Committee shall oversee the development and implementation of policies with respect to the engagement of individuals as independent contractors of the Company. The Committee shall also review periodically a report describing the administration of such policies.
9. Committee Performance Evaluation. The Committee shall evaluate its own performance on an annual basis.
10. Access to Records, Consultants and Others. The Committee shall have the resources and authority to discharge its duties and responsibilities as described herein. The Committee shall have the sole authority to select, retain and terminate a compensation consultant, legal counsel or other advisor to advise the Committee, taking into account such factors as it considers appropriate or as may be required by applicable law or listing standards, and to approve the terms of any such engagement and the fees of any such consultant, legal counsel or advisor. The Committee shall have full access to any relevant records of the Company and may also request that any officer or other employee of the Company, the Company's outside counsel or any other person meet with any members of, or consultants to, the Company.
11. Delegation. When appropriate, as permitted under applicable law and the listing standards of the New York Stock Exchange, the Board or the Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee, the Board or members of management.
12. "Other Duties. The Committee shall also carry out such other duties as may be delegated to it by the Board of Directors from time to time.

Approved by the Compensation Committee
Date: January 26, 2011

Approved by the Board of Directors
Date: January 27, 2011