All members of the Compensation and Human Resources Committee, in order to assist the Board in the discharge of its responsibilities relating to (i) compensation of the Company’s directors, executives, and other key employees of the Company and (ii) the executive management of the Company, will:

1.  Satisfy the independence requirements of the New York Stock Exchange and any other regulatory requirements and consist exclusively of independent directors;

2.  Issue an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations;

3.  Review and approve and make recommendations to the Board regarding key incentive compensation plans and equity-based plans;

4.  Review and approve corporate goals and objectives relevant to 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;

5.  Review and approve the specific provisions of the compensation program for officers or senior officers;

6.  In determining the total compensation package for the CEO, consider; (a) the Company’s performance and relative shareholders return; (b) the value of similar compensation packages awarded to CEO’s of comparable companies; and (c) the compensation package given to the CEO in past years;

7.  Review, approve and modify, as necessary, the Company’s compensation and benefit philosophy;

8.  Review, approve and modify, as necessary, the executive compensation programs, plans and awards;

9.  Review, approve and modify, as necessary, the Company’s short- and long-term incentive plans and other stock or stock-based incentive plans;

10. Monitor the executive and employee benefit programs sponsored by the Company with respect to meeting company objectives, external competitiveness, and confirm the company has reviewed legal compliance; and, a review of the competitive market for benefits and perquisites will be conducted periodically and will be considered when evaluating any changes;

11. Review and approve recommendations made by the CEO for the compensation of the Company’s principal executives and make recommendations to the Board with respect to such compensation;

12. Review the design of the compensation program maintained for outside members of the board of directors; make specific recommendations, as appropriate, for consideration by the full board of directors;

13. Exercise the Committee’s sole authority to retain and terminate a third-party service provider for compensation consulting purposes, including the sole authority to approve the third-party service provider’s fees and other retention terms;

14. Review the performance of the Executive Staff as presented by the CEO;

15. Oversee, approve and then recommend to the Board of Directors, the succession plans for the CEO;

16. Oversee the development and succession process for the Executive Staff as presented by the CEO;

17. Give oversight to the succession plans for the “corporate assets” or key management of the corporation;

18. Have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors;

19. Call regular meetings of the Committee according to the schedule approved by the Committee for the year. The Committee shall fix its own rules of procedure. Special meetings of the Committee can be called by the Committee Chairperson, a majority of the members of the Committee or the Chairman of the Board;

20. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for consideration and approval;

21. Be appointed by the Board annually and serve until their successors are appointed and qualified. The Board of Directors shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence requirement;

22. Present, through the Committee Chairperson, periodic reports to the Board concerning the Committee’s actions related to the execution of its duties and responsibilities;

23. Attendance by nonmembers at the meetings of the Committee shall be at the sole discretion of the Committee and the Committee may invite at any time such directors, officers, employees of the Company or other parties as it determines to be beneficial to the discharge of its functions and responsibilities;

24. Form and delegate authority to subcommittees when appropriate;

25. Perform an annual performance evaluation of the Committee; and

26. Perform any other activities consistent with this Charter, the Company’s By-laws, the Company’s Corporate Governance Guidelines and applicable law, as the Committee deems appropriate or as requested by the Board.