Human Resources Committee Charter

Purpose

The Human Resources Committee is appointed by the Board of Directors to assist the Board in fulfilling its responsibilities relating to compensation of the Company's directors, executive officers and other significant employees. The Committee has responsibility for reviewing, evaluating and approving compensation plans, policies and programs for the Company's directors, executive officers and other significant employees.

The Human Resources Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board of Directors. The Human Resources Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Committee Membership

The Human Resources Committee will be comprised of at least three directors who shall meet the independence requirements established by the New York Stock Exchange. The members of the Human Resources Committee will be appointed and replaced by the Board.

Committee Authority and Responsibilities