Fill and Sign the Compensation Committee What Does it Do Compensation Form

§24.307 Compensation CommitteeCompensation Committee The Compensation Committee's functions are to (1) approve the salaries of all Executive Officers and other employees of the Company earning more than $125,000 annually, (2) administer the Company's broadbased incentive compensation plans, including stock-based plans, (3) review any cash bonus or stock-based plan utilized in addition to the broad-based incentive compensation plans, (4) review from time to time and approve appropriate changes in all elements of compensation and benefits for executive personnel, (5) review from time to time and make recommendations to the Board of Directors for appropriate changes in all elements of compensation and benefits provided to the Board of Directors, (6) amend and oversee the administration of qualified and non-qualified benefit plans, including approving all contributions to profit sharing plans, and delegate to the management of the Company limited authority to amend benefit plans, (7) counsel the Chie f Executive Officer in personnel matters and management organization and assure that effective succession planning is conducted for key management positions and (8) recommend to the Board of Directors for final approval: the adoption of qualified and non-qualified benefit plans and the adoption and amendment of broad- based incentive compensation and stock-based plans, the adoption and amendment of compensation and benefit plans and programs for the Board of Directors, and employment continuation agreements or similar agreements proposed to be entered into with any employee. This Committee had seven meetings during 1988. The Committee members are Herman J. Schmidt (Chairman), Malcolm T. Hopkins, Donald L. Mellish and Robert L. Parker. Mapco, Inc. 4/26/89 Compensation Committee The Compensation Committee of the Board of Directors presently is composed of five members of the Board of Directors who are not officers or employees of the Corporation or of any of its subsidiaries, together with the Chairman of the Executive Committee of the Corporation's Board of Directors, serving Ex Officio. The Chairman of the Compensation Committee is appointed by the Board of Directors. The members of the Compensation Committee of the Board of Directors serve for a period of one year or until their successors are appointed. The responsibilities of the Compensation Committee are: to determine the salaries and Annual Incent ive Awards of the Officers and other executives and key management employees of the Corporation and its subsidiaries; to review and approve proposed changes in the salaries of other management employees; to approve the participation of executives and other key management employees in the Corporation's Stock Option Plans, the Corporation's Stock Appreciation, Stock Option and Performance Bonus Plan of 1983, the Stock Purchase Plan of 1977, the Corporation's Stock Option and Restricted Stock Plan of 1987, as amended, and any other similar plans which are adopted; to approve and recommend to the Board of Directors (where appropriate) any changes which are desirable in the Corporation's salary programs, Annual Incentive Plan and fringe benefit plans; and to maintain familiarity with the Corporation's policies and practices regarding promotion and management development; to counsel senior management regarding assignment of responsibilities to managers, and to contribute to continuity of experienced, qualified management at senior levels within the Corporation. The members of the Compensation Committee are Mr. Joseph L. Bower, Chairman; Mrs. Joan F. Lane; Mr. John D. Macomber; Mr. Morton I. Sosland; Mr. Daniel R. Toll; and Mr. W. L. Hadley Griffin, Ex Officio. During the Fiscal Year ended January 29, 1994, the Compensation Committee met on three separate occasions. Compensation Committee Interlocks and Insider ParticipationOf the members of the Compensation Committee, who are identified in the proceeding paragraph, none ever has been an employee of the Corporation except Mr. W. L. Hadley Griffin, an Ex-Officio member of the Compensation Committee, who was Chief Executive Officer of the Corporation from 1969 until 1982 and served as Chairman of the Board of Directors of the Corporation from 1972 until his retirement from the service of the Corporation as an employee in 1985. Presently, Mr. Griffin is receiving, as a consultant to the Corporation under an arrangement that became effective on March 7, 1988, a total of $75,000 per year and limited related fringe benefits.