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EXHIBIT 99.2 Compensation Committee Charter (As of January 2004) Purposes The primary purposes of the Compensation Committee are to (1) oversee the
compensation of the Companys officers, (2) approve and recommend to the Board the
Companys policies, programs, procedures and objectives for compensating its
officers and key employees and (3) administer the Companys equity based incentive
compensation plans. Its responsibilities in that regard include:  
    
    Monitoring compensation practices at other companies generally and in the
retail industry in particular;
    
    Establishing corporate goals and objectives with respect to compensation; and
    
    Overseeing the Companys compensation setting practices. In discharging its duties, the Committee is empowered to investigate any matter
brought to its attention with full access to all Company books, records, facilities,
personnel, legal counsel and independent auditors, along with the sole power to
retain and terminate outside counsel or other experts for this purpose and to
approve their fees and other retention terms. The Committee shall review the adequacy of this charter on an annual basis and
recommend any appropriate changes to the Board for consideration. Membership Appointment and Removal. The Committee shall be appointed by the Board and shall
serve at the pleasure of the Board for such term as the Board may decide or, with
respect to an individual Committee member, until such Committee member is no longer
a Board member. The Board shall designate the chairperson of the Committee. Number and Meetings. The Committee shall be comprised of not less than three members
of the Board. The Committee shall meet as often as necessary to fulfill its
responsibilities. Independence.The Committee members will each qualify as (1) an independent
director under the rules of the New York Stock Exchange, (2) an outside director
within the meaning of Section 162(m) of the Internal Revenue Code of 1986 and (3) a
non-employee director within the meaning of Rule 16b-3 of the Securities Exchange
Act of 1934, in each case as such requirements may be interpreted or amended from
time-to-time by the promulgating authority. These requirements as currently in
effect are summarized in Annex Ahereto. Accordingly, the members of the Committee
will be directors who the Board affirmatively concludes have no material
relationship to the Company, as determined by the Board, either directly or as a
partner, shareholder or officer of any organization that has a relationship with the
Company. The failure of the Committee to satisfy the independence requirements set forth
above shall not invalidate any actions taken by the Committee.




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Responsibilities The following functions shall be the common, recurring activities of the Committee
in carrying out its duties. 1. Executive Compensation Policies and Programs. The Committee shall review, approve
and administer the Companys compensation policies and programs for officers and key
employees. 2. Director Compensation. The Committee shall periodically review the status of
Board compensation policies and shall discuss the results of such review with the
Board. The Committee shall not, however, have the authority to approve or determine
director compensation. 3. Chief Executive Officer Compensation. The Committee, acting together with any
other independent directors who have advised the Chairperson of the Committee that
they would like to participate, shall (a) review and approve, at least annually,
corporate goals and objectives relevant to the compensation of the Chief Executive
Officer of the Company, (b) evaluate the performance of the Chief Executive Officer
in light of those corporate goals and objectives, and (c) have sole authority to
determine and approve the Chief Executive Officers compensation level based on
those evaluations and such other factors as it deems appropriate. The Committee
shall report the determination of the Chief Executive Officers compensation to the
Board. 4. Non-CEO Compensation. The Committee shall make recommendations to the Board with
respect to non-CEO compensation. 5. Incentive Compensation Plans. The Committee shall make recommendations to the
Board with respect to incentive compensation plans. 6. Equity-Based Plans. The Committee shall make recommendations to the Board with
respect to equity-based plans and grants thereunder and shall oversee the grants,
guidelines and rules thereunder. 7. Certain Other Plans. Unless expressly provided otherwise, the Committee shall
administer the Companys equity based incentive compensation plans and other plans
adopted by the Board that contemplate administration by a Board committee; provided,
however, that, absent express approval of the Board, the Committee will not
administer or have oversight of the administration of any employee benefit plan
subject to the Employee Retirement Income Security Act. 8. Regulatory Compliance. The Committee shall, in consultation with appropriate
officers of the Company, oversee regulatory compliance with respect to compensation
matters, including overseeing any compensation programs intended to preserve tax
deductibility and, as may be required, establishing performance goals and
determining whether performance goals have been attained for purposes of Section
162(m) of the Internal Revenue Code. 9. Approval of Newly-Hired and Promoted Executive Officers. The Committee shall
review and recommend to the Board the hiring and initial compensation of newly-hired
executive officers and officers promoted to executive officer positions. With
respect to the position of Chief Executive Officer, the Boards review and approval
shall be required to appoint a newly-hired person or to promote a person to that
office, but the Committee, acting together with any other independent directors who
have advised the Chairperson of the Committee that they would like to participate,
shall have the sole authority to determine the compensation of a newly-hired Chief
Executive Officer or a person promoted into that position. 10. Proxy Statement Report. The Committee shall prepare the report required by the
rules of the Securities and Exchange Commission to be included in the Companys
annual proxy statement or annual report on Form 10-K. 11. Review of Other Matters. The Committee shall review and discuss such other
matters that relate to the accounting, auditing and financial reporting practices
and procedures of the Company as the Committee may, in its own discretion, deem
desirable in connection with the review functions described above. 12. Other Duties. The Committee shall perform any other duties or responsibilities
delegated to the Committee by the Board from time to time. 13. Reports to the Board. The Committee shall report regularly to the Board. 14. Annual Evaluation. The Committee shall conduct and review with the Board
annually an evaluation of the Committees performance.




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Annex ACompensation Committee
Independence Requirements NYSE Rules. No director qualifies as independent unless the Board affirmatively
determines that the director has no material relationship with the Company (either
directly or as a partner, shareholder or officer of an organization that has a
relationship with the Company). In addition, the following directors shall not
satisfy the definition of independent:  A director who is an employee, or whose immediate family member is an executive
officer, of the Company is not independent until three years after the end of such
employment relationship.  A director who receives, or whose immediate family member receives, more than
$100,000 per year in direct compensation from the Company, other than director and
committee fees and pension or other forms of deferred compensation for prior service
(provided such compensation is not contingent in any way on continued service), is
not independent until three years after he or she ceases to receive more than
$100,000 per year in such compensation.  A director who is affiliated with or employed by, or whose immediate family member
is affiliated with or employed in a professional capacity by, a present or former
internal or external auditor of the Company is not independent until three years
after the end of the affiliation or the employment or auditing relationship.  A director who is employed, or whose immediate family member is employed, as an
executive officer of another company where any of the Companys present executives
serve on that companys compensation committee is not independent until three
years after the end of such service or the employment relationship.  A director who is an executive officer or an employee, or whose immediate family
member is an executive officer, of a company that makes payments to, or receives
payments from, the Company for property or services in an amount which, in any
single fiscal year, exceeds the greater of $1 million or 2% of such other companys
consolidated gross revenues, is not independent until three years after falling
below such threshold. Internal Revenue Code.For purposes of Section 162(m) of the Internal Revenue Code,
a member cannot (1) be a current employee of the Company or an affiliate, (2) be a
former employee of the Company or an affiliate who receives compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the
taxable year, (3) be a former officer of the Company or an affiliate or (4) receive
remuneration from the Company or an affiliate, either directly or indirectly, in any
capacity other than as a director. (For this purpose, remuneration includes any
payment in exchange for goods or services). The foregoing four requirements shall be
interpreted consistent with Treas. Reg. §1.162-27(e)(3). SEC Section 16.For purposes of Rule 16b-3 of the Exchange Act, no member of the
Committee can (1) currently be an officer (as defined in Rule 16a-1(f) of the
Exchange Act) of the Company or a subsidiary of the Company, or otherwise be
currently employed by the Company or a subsidiary of the Company, (2) receive
compensation, either directly or indirectly, from the Company or a subsidiary of the
Company, for services rendered as a consultant or in any capacity other than as a
director, except for an amount that does not exceed the dollar amount for which
disclosure would be required pursuant to Reg. S-K, Item 404(a) of the Exchange Act,
(3) possess an interest in any other transaction for which disclosure would be
required pursuant to Rule 404(a) or (4) engage in a business relationship for which
disclosure would be required pursuant to Rule 404(b) of the Exchange Act.