Purpose and Duties: The purpose and duties of the Compensation and Human Resources Committee (the "Committee") are to:






Annually review the Corporation's executive compensation structure and policies, including the establishment and adjustment of base salaries of executive officers, annual and long-term incentive targets for executive officers and incentive payments to executive officers consistent with the achievement of such targets, and produce an annual report on such compensation to shareholders in accordance with the rules and regulations of the Securities and Exchange Commission and other appropriate regulatory agencies;






Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer in light of those goals and objectives, and set the Chief Executive Officer's compensation level based on this evaluation;






Annually determine corporate financial and business goals and target awards pursuant to the Corporation's incentive plans, and approve the payment of cash performance bonuses to employees in the aggregate, consistent with achievement of such goals;






Approve the grant of stock, stock options and other stock-based awards pursuant to the Corporation's incentive plans, and the terms thereof, including the vesting schedule, performance goals, exercisability and term, to the Corporation's employees, including officers;






Review and recommend to the Board of Directors incentive compensation plans, equity-based plans, and tax qualified retirement and investment plans and amendments thereto, with the exception of certain amendments which are delegated to specified officers of the Corporation or administrators under the terms of the plans; supplemental benefit plans, including supplemental retirement plans, change-in-control severance agreements, deferred compensation programs, stock award programs, employment, separation and management agreements;






Review and approve management proposals regarding other compensation and benefit programs, plans and guidelines;






Annually review and advise the Board of Directors concerning the Corporation's management succession plan, including long-range plans for development and selection of key managers and plans for emergency succession in case of unexpected disability or departure of a senior executive officer;






Review organizational and leadership development plans and programs, and programs designed to identify, attract and retain high potential employees;






Review corporate policies to comply with federal and state laws and regulations affecting personnel matters;






Review and monitor corporate policies and objectives related to equal employment opportunity;






Perform such other functions as may be allocated to the Committee under the terms of the Corporation's employee benefit and executive compensation plans; and






Carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions.





Composition. The Committee shall be comprised of two or more non-management directors as determined from time to time by resolution of the Board of Directors. Each member of the Committee must meet the independent director standards as set forth in the rules of the New York Stock Exchange. Vacancies shall be filled by election by the Board of Directors, and any member of the Committee may be removed by the Board of Directors. The Chairperson of the Committee will be designated by the Board of Directors, provided that if the Board of Directors does not so designate a Chairperson, the members of the Committee, by majority vote, may designate a Chairperson.





Meetings. The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its purpose and duties. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. The Committee shall report on its deliberations, findings and recommendations to the Board, and maintain minutes and any other records relating to the meetings that are deemed necessary by the Committee. Any member may add relevant matters to the agenda by timely notice to the Chair.





Performance Evaluation. The Committee shall evaluate its performance and provide to the Board of Directors an annual report on its performance in accordance with the requirements of this charter and set forth the goals and objectives of the Committee for the upcoming year. The performance evaluation shall also recommend to the Board any improvements to the Committee's charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board of Directors may take the form of an oral report by the Chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.





Resources and Authority. The Committee is authorized to confer with Corporation management, other employees and retain outside consultants to the extent it may deem necessary or appropriate to fulfill its duties. This includes sole authority to select and retain, approve the fees and other retention terms of, and terminate any compensation consultant engaged to assist in the evaluation of director, CEO or other executive compensation.





Delegation. Except with respect to executive officers' compensation or as otherwise prohibited by applicable law, the Committee may delegate specifically defined responsibilities as it deems appropriate to a subcommittee or to a named Committee member, employee or officer of the Corporation.