**COMPENSATION
      COMMITTEE CHARTER**




**I.
      APPOINTMENT OF COMPENSATION COMMITTEE**




The
      Company’s By-Laws authorize the Board of Directors to appoint committees having
      the authority to perform such duties as the Board may determine. The Board
      of
      Directors has appointed the Compensation Committee to serve the purposes set
      forth in this Charter, and has delegated the duties and responsibilities set
      forth in this Charter to the Compensation Committee. The Compensation Committee
      will report to the Board of Directors as provided in this Charter.




**II.
      PURPOSE**




(1)   
      The Compensation Committee shall assist the Board of Directors in fulfilling
      its
      fiduciary responsibilities relating to the Company’s compensation and benefit
      plans, including, as appropriate, compensation and benefit plans of the
      Company’s ventures and affiliates.




(2)   
      The Compensation Committee shall determine the appropriate policy for the
      Company’s executive pay and benefit programs, including, as appropriate,
      executive pay and benefit programs for the Company’s ventures and
      affiliates.




(3)   
      The Compensation Committee shall review the adequacy of the Company’s management
      succession plans.




(4)
          The Compensation Committee shall review the performance of
      the Chief Executive Officer.




(5)   
      The Compensation Committee shall discharge the Board’s responsibilities relating
      to compensation of the Company’s executives and produce an annual report on
      executive compensation for inclusion in the Company’s annual proxy statement, in
      accordance with applicable rules and regulations.




**III.
      OPERATING POLICIES**




(1)   
      The Compensation Committee shall be composed of three or more independent
      directors. A director’s independence shall be determined in accordance with the
      Company’s Principles of Corporate Governance. The Corporate Governance and
      Responsibility Committee will recommend to the Board the directors to be members
      of, and to fill any vacancies on, the Compensation Committee (including the
      position of Compensation Committee Chair), as provided in the Company’s
      Principles of Corporate Governance. The Board may remove a member from the
      Compensation Committee at any time, with or without cause.




(2)   
      The Compensation Committee shall meet at such times and places as the
      Compensation Committee shall deem advisable on the call of the Chairman of
      the
      Compensation Committee, the Chairman of the Board, the Chief Executive Officer,
      or, in their absence, by any member of the Compensation Committee. The presence
      of a majority of the members of the Compensation Committee then in office shall
      constitute a quorum for the transaction of business.









(3)   
      The Compensation Committee shall take the minutes of all Compensation Committee
      meetings and approve them by subsequent action. The Compensation Committee
      shall
      circulate the minutes of the Compensation Committee meetings to the Board for
      review.




(4)   
      The Compensation Committee shall determine its rules of procedure in accordance
      with the Company’s Principles of Corporate Governance.




(5)
          At each regular Board meeting held following a Compensation
      Committee meeting, the Compensation Committee shall report to the Board
      regarding the action taken by the Compensation Committee.




(6)   
      The Compensation Committee has the authority to retain independent, outside
      counsel or other professional services as it deems necessary, without seeking
      Board approval.




(7)   
      The Company shall provide such funding as the Compensation Committee determines
      is necessary for payment of compensation to any counsel or other advisors
      employed by the Compensation Committee.




**IV.
      DUTIES AND RESPONSIBILITIES**




(1)   
      The Compensation Committee shall review periodically the Company’s philosophy
      regarding executive compensation. Annually, the Compensation Committee shall
      assess the Company’s competitive position for the Company’s components of
      executive compensation.




(2)   
      The Compensation Committee shall adopt, amend, administer and terminate
      compensation and benefit plans and policies (other than those relating to
      non-employee directors) as it deems advisable (including any such plan
      qualifying under Rule 16b-3 under the Securities Exchange Act of
      1934).




(3)
          The Compensation Committee may delegate, as the Compensation
      Committee deems advisable, certain responsibilities to an appropriate management
      or administrative committee of the Company; provided, however, that the
      Compensation Committee shall have the sole authority to retain, terminate and
      approve the fees and other retention terms of any compensation consultant
      retained to assist in the evaluation of Chief Executive Officer compensation
      or
      other executive compensation.




(4)   
      The Compensation Committee shall review periodically and, as appropriate under
      the terms of the relevant joint venture agreements, approve the executive
      compensation plans and policies of the Company’s ventures and
      affiliates.




(5)
          The Compensation Committee shall review periodically reports
      from management regarding funding of the Company’s pension plans.




(6)   
      The Compensation Committee shall review management and make recommendations
      to
      the Board as to management succession plans, including assessments of management
      at the Company’s ventures and affiliates.









(7)
          Annually, the Compensation Committee shall review and approve
      corporate goals and objectives relating to Chief Executive Officer
      compensation.




(8)   
      On behalf of the Board and the shareholders, the Compensation Committee shall
      evaluate the performance of the Chief Executive Officer annually in light of
      the
      corporate goals and objectives. As part of this evaluation, the Compensation
      Committee will seek input from the other non-employee directors on the Chief
      Executive Officer’s performance.




(9)
          The Compensation Committee will summarize and present the
      results of the evaluation of the Chief Executive Officer’s performance to the
      Board during an executive session of the non-employee directors.




(10)   
      The Compensation Committee will incorporate the performance evaluation results
      in setting the Chief Executive Officer’s compensation level and will make pay
      decisions for all officers, including the Chief Executive Officer, subject
      to
      final review with the Board.




(11)   
      The Compensation Committee shall review executive performance and prepare an
      annual report on executive compensation for inclusion in the Company’s annual
      proxy statement, in accordance with applicable rules and
      regulations.




(12)   
      The Compensation Committee shall conduct an annual self-evaluation, which will
      be incorporated into the Corporate Governance and Responsibility Committee’s
      annual report to the Board on Board and committee performance.