HUMAN RESOURCES COMMITTEE CHARTER

 

June 23, 2004

The Human Resources Committee (the "Committee") is a standing committee of the Board of Directors established pursuant to Section 3.1 of the Company's By-laws. The Committee shall be responsible for annually reviewing and reporting on Management's human resource strategies and plans to support organizational and employee effectiveness to the Board of Directors. The Committee shall also be responsible for discharging the Board's responsibilities relating to compensation of the Company's Directors and Executive Officers, and for the administration of the Company's incentive stock and employee benefit plans.

The Committee shall consist of only nonmanagement directors who at all times shall meet the independence requirements of the New York Stock Exchange, as well as all other applicable legal requirements and other criteria as may be established by the Board of Directors. The Committee shall number at least two; one of whom shall be selected as Chairperson by the Corporate Governance Committee and approved by the Board of Directors. A nonmanagement director is a director who is neither a current nor a former employee of the Company or its affiliates. Unless otherwise approved by the Board of Directors, none of the Committee members shall serve on the Committee for more than four consecutive years. A director may be reappointed to the Human Resources Committee after a lapse of membership on the Committee for a period of at least one year. The terms of Committee members shall be staggered so that at least one new member is appointed to the Committee at each Annual Meeting of the Board. The Committee shall meet at least twice annually and additional meetings shall be held upon the call of the Committee Chairperson. The Chief Executive Officer shall attend all Committee meetings. The Secretary shall attend the meetings to record the minutes. Non-Committee attendees may be excused from attendance at any meeting or portion of any meeting of the Committee by the Committee Chairperson.

To accomplish its purposes, the Committee shall:

1. Annually review and approve corporate goals and objectives relevant to Chief Executive Officer ("CEO") compensation, evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee should consider the Company's performance and relative shareholder return, the awards given to the CEO in past years, and other factors it deems appropriate (e.g., incentive awards to CEOs at comparable companies).

2. Review and approve the individual salaries of each of the other Executive Officers of the Company.

3. Review and approve the individual salaries and overall salary budget for all other Corporate Officers (including salaries of affiliated subsidiary company officers as the Committee may from time to time designate).

4. Review and approve annual extra compensation plans and targets for Executive Officers, other Corporate Officers and other designated employees.

5. Review and approve management proposed changes in benefits and/or perquisites for Executive Officers, other Corporate Officers, and other designated employees.

6. Review with the CEO, management proposed changes in compensation programs for all other salaried and production and maintenance personnel.

7. Have the power to modify, amend, and/or terminate any of the Company pension plans, as authorized by the Board of Directors.

8. Administer the incentive stock option plans, as authorized by the Board of Directors.

9. Recommend to the Board of Directors proposed changes in directors' compensation and benefits.

10. Prepare the executive compensation report required by the Securities and Exchange Commission in the proxy statement.

11. Review and report, when required by the Board of Directors, on the succession plans for Officers (excluding the CEO). The report shall include a review of individual performance and potential development needs and a review of the Company's management development processes and structure.

12. Review and report annually to the Board of Directors on the Company's affirmative action and equal employment opportunity progress.

13. Review and report annually to the Board of Directors on the Company's health and safety performance and workers' compensation costs.

14. Have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of director or officer compensation and shall have sole authority to approve the consultant's fees and other retention terms, all at the Company's expense.

15. Have the authority, without the consent of management or the Board, at the Company's expense, to the extent it deems necessary or appropriate, to access the Company's General Counsel, outside legal counsel or retain special independent legal counsel or consultants, with due regard to the reasonableness of the attendant costs, to advise or assist the Committee in fulfilling its obligations.

16. Form and delegate authority to subcommittees, or delegate authority or responsibilities to management, when it deems appropriate.

17. Make regular reports to the Board.

18. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually evaluate its own performance.

19. Be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) officers and other employees of the Company, whom such member believes to be reliable and competent in the matters presented, (ii) counsel, public accountants or other persons as to matters which the member believes to be within the professional competence of such person.

20. Perform such other functions which may be assigned to it by the Board of Directors.