Husky Energy

The compensation committee shall consist of not less than three outside members of the Board of Directors.
The chairman of the compensation committee shall be independent of management.
The compensation committee shall meet at least once each year on a date determined by the chairman of the committee.
The duties and responsibilities of the compensation committee are as follows:

to establish industry benchmarks and comparables for the Corporation�s approach to compensation and to determine the salary and benefits of the Chief Executive Officer and Chairman of the Board, subject to the terms of any existing contractual arrangements;
on the recommendation of the Chief Executive Officer, to determine:

the general compensation structure and policies and programs for the Corporation; and
the salary and benefit levels for the senior officers;

to review the Corporation�s stock option plan and authorize its use, and to determine the number of options, and the terms thereof, that may be issued under the plan during any particular period and to issue or authorize the issuance of such options in accordance with the plan;
to review and make recommendations to the Board of Directors on issues that arise in relation to any employment contracts in force from time to time;
to review annually all other benefit programs for salaried personnel;
to review and approve severance arrangements for senior officers;
to deliver the annual report to shareholders on executive compensation required to be included in the information circular for the annual general meeting;
to annually review and report to the Board of Director on the effectiveness from a corporate governance point of view, of the organizational structure and succession planning processes of the Corporation;
to review and monitor the overall employment environment of the Corporation � look internal and external; and
to establish industry benchmarks and comparables for the Corporation�s approval to compensation.

The Chair of the Compensation Committee shall manage the Compensation Committee with the following specific duties and responsibilities:

be responsible for the management, the development and effective performance of the Compensation Committee and provide leadership to the Board of Directors for all aspects of the Compensation Committee�s work;
act as the chair, unless absent, at all meetings of the Compensation Committee;
act in an advisory capacity to the Co-Chairs, and the President and Chief Executive Officer in all matters relating to the Compensation Committee;
act as the spokesperson for the Compensation Committee;
plan and organize all of the activities of the Compensation Committee;
set the agenda for each meeting of the Compensation Committee;
assist the Compensation Committee in the discharge of its mandate and responsibilities;
ensure the effectiveness of the Compensation Committee by holding regular in-camera sessions with members and conducting annual surveys of its members; and
ensure the timely distribution of adequate information to the Board of Directors.