Human Resources Committee


Duties and Responsibilities:

1.      To establish and periodically to review the corporation's philosophy for executive compensation and to review the corporation's overall executive compensation structure so as to be consistent with that philosophy and otherwise properly aligned with shareholder interests, and to produce an annual report on executive compensation for inclusion in the company's proxy statement;

2.      To review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives and have sole authority to determine the CEO's compensation level based on this evaluation;

3.      To have sole authority to retain and terminate any compensation consulting firm, including sole authority to approve the firm's fees and other retention terms;

4.      To make an annual performance evaluation of the committee;

5.      To administer the corporation's executive compensation plans, top-hat plans or other arrangements providing for benefits to officers of the corporation and its subsidiaries ("executive compensation plans") in accordance with the terms of the plans and any rules and regulations thereunder, and in the discretion of the committee to delegate, to the fullest extent permitted by applicable law and the relevant plans, all or a portion of its powers and responsibilities with respect to such plans to the Chief Executive Officer of the corporation; provided, however, that the committee shall retain all power and responsibility with respect to awards granted to officers of the corporation or its subsidiaries who are considered "officers" for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16 Officers");

6.      To designate the employees eligible to be granted awards under the corporation's executive compensation plans, and the type, amount, and timing of such awards; provided, however, that the committee may delegate, to the fullest extent permitted by applicable law and the relevant plans, to the Chief Executive Officer of the corporation its responsibilities to approve awards to employees of the corporation and its subsidiaries other than Section 16 Officers;

7.      To review and approve the creation, termination and amendment of executive compensation plans, and to the extent the delegation of such powers and responsibilities is consistent with such executive compensation plans, the committee may delegate, to the fullest extent permitted by applicable law, to the Chief Executive Officer of the corporation the power to take any of the foregoing actions;

8.      To review annually and approve the salaries paid to Section 16 Officers;

9.      To review the terms of any contractual agreements and other similar arrangements that may be entered into with Section 16 Officers;

10.  To recommend to the Board of Directors a slate of executive officers of the corporation at the level of the officers then serving on the Management Committee or higher to be elected annually and to recommend at other appropriate times, with respect to executive officers at the level of the officers then serving on the Management Committee or higher, their removal, promotion, and the filling of vacancies that occur during the year;

11.  To review and approve or disapprove the holding or assuming of any office or board membership or similar position with any non-affiliated corporation or other entity by any Section 16 Officer; provided, however, that action of the committee shall not be required for holding positions with any "not-for-profit" entity, including any civic, religious, community, or charitable institution nor for positions held by officers of the Trust Division as a part of their duties as trust officers. The committee shall act upon the written recommendation of the Chief Executive Officer, and no Section 16 Officer shall accept or stand for election for any such position without the prior approval of this committee;

12.  To review periodically the administration of all of the corporation's pension, profit sharing and welfare employee benefit plans, other than executive compensation plans ("Plans"), to select and appoint Plan administrators, trustees, actuaries, and investment managers (and allocate assets of the Plans among investment managers, if any) and, consistent with the terms of the Plans, the committee may delegate, to the fullest extent permitted by applicable law, to the Chief Executive Officer the authority to make such selections, appointments and allocations;

13.  To review annually the actuarial assumptions and reports for the Plans;

14.  To establish and, as appropriate, review the investment and funding policies and objectives of the Plans; and

15.  To review and approve the creation of new Plans of the corporation, Plan terminations and Plan amendments, and, to the extent that delegation of such powers and responsibilities is consistent with the Plans, the committee may delegate, to the fullest extent permitted by applicable law, to the Chief Executive Officer the power to take any of the foregoing actions.

Note: The Committee will also ensure that actions taken by it that could affect matters under the charter of another committee will be coordinated through management and the committee chairs as necessary. Final actions of this nature will be communicated through approval by the full Board or, if necessary, by direct communications between committees.