(As amended June 15, 2006)

I. Organization.

The Management Resources Committee (the "Committee") shall consist of three or more directors as designated by the Board of Directors. All members of the Committee shall satisfy the independence requirements as defined in the applicable listing standards of the New York Stock Exchange. Members of the Committee may be removed by the Board of Directors at any time.

Meetings of the Committee shall be called by the Chairman of the Board, the Secretary of the Corporation, a Co-Chair of the Committee, or any two Committee members. The determination of a quorum for the transaction of business at any meeting shall be made in accordance with the By-Laws of the Corporation, and all matters shall be determined by a majority vote of the members present.

The Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee.

II. Purpose of the Committee.

The purpose of the Committee shall be to establish and oversee the director and executive compensation policies and practices of the Corporation on behalf of the Board of Directors and to develop and review management development and succession plans for the Chief Executive Officer ("CEO") of the Corporation and other executive officers.

III. Responsibilities and Duties.

In furtherance of the Committee's purpose, and in addition to any other responsibilities that may be assigned to it from time to time by the Board, the Committee shall have the following responsibilities and duties:

                     Review and approve corporate goals and objectives relevant to the compensation of the CEO of the Corporation, evaluate the CEO's performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board), determine and approve the CEO's compensation level based on this evaluation (in making such determination, the Committee should consider the Corporation's performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, and the awards given to the CEO in past years).

                     Review and approve all compensation arrangements with executive officers of the Corporation, including base salary, perquisites, incentive compensation, and equity-based compensation.

                     Make recommendations to the Board of Directors with respect to the establishment and terms of incentive compensation and equity-based plans and administer such plans, including, to the extent the Committee deems appropriate, approving grants of awards under such plans.

                     Review and approve any employment agreement or severance agreement entered into between the Corporation and the CEO or any member of the Management Executive Committee, and consult with management with respect to any such agreement entered into between the Corporation and any other executive officer.

                     Review and approve any change of control agreement entered into between the Corporation and the CEO or any other executive officer.

                     Develop and review management development and succession plans for the Corporation's CEO and other executive officers, including policies and procedures for CEO selection and performance review, as well as policies regarding succession in the event of an emergency or the retirement of the CEO.

                     Establish and review periodically policies with respect to ownership of the Corporation's stock by members of senior management.

                     Appoint and terminate the appointment of the named fiduciary or fiduciaries of any employee benefit plan covering employees of the Corporation subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974 and the terms of the applicable plan documents.

                     Produce an annual report on executive compensation for inclusion in the Corporation's proxy statement, in accordance with applicable rules and regulations.

                     Make recommendations to the Board of Directors concerning the compensation of non-employee Directors consistent with the Corporate Governance Guidelines.

The Committee shall report its activities to the full Board on a regular and timely basis so that the Board is kept informed of its activities.

IV. Compensation Consultants.

The Committee may obtain advice and assistance from such internal and external advisors as it deems appropriate in connection with the discharge of its duties. In the case of external advisors that the Committee seeks to engage, or any other external advisors engaged by the Corporation to assist in the evaluation of director, CEO or, executive compensation, the Committee shall have sole authority to retain and terminate such advisors, including sole authority to approve such advisor's fees and other retention terms. The Corporation shall provide for appropriate funding, as determined by the Committee, for the payment of compensation to such external advisors and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

V. Performance Evaluation.

The Committee shall evaluate its performance on an annual basis.

VI. Charter Review.

The Committee shall review and reassess the adequacy of this Charter on an annual basis.