Composition and Term of Office
The Board of Directors has created and shall designate annually three or more members as the Human Resources Committee. Each Committee member must satisfy the applicable New York Stock Exchange requirements for independence as determined by the Board. Desirable qualifications for Committee members include experience in business or professional management, executive compensation, employee benefits, and human resources. The members shall be designated annually by a majority of the full Board upon recommendation of the Nominating/Corporate Governance Committee, and may be removed, at any time, with or without cause, by a majority of the full Board.

The Committee shall discharge the Board’s duties concerning executive compensation. It shall render a report annually which complies with Securities and Exchange Commission regulations for inclusion in the Company’s annual proxy statement.

The Committee shall have the following primary responsibilities:

  1. Review and approve the Company’s compensation philosophy;
  2. Review and approve the executive compensation programs, plans and awards;
  3. Make recommendations to the Board with respect to new incentive and benefit plans, or amendments to any such existing plans, other than plans covering solely outside directors;
  4. Review and approve, for the CEO and other senior officers of the Company, (1) employment agreements, severance arrangements and change in control agreements or provisions, in each case, when and if appropriate, and (2) any special or supplemental benefits
  5. Review and approve consulting agreements with former executives;
  6. Administer the Company’s long-term incentive plans and stock or stock-based plans;
  7. Review and approve policies, principles and procedures for selection and performance review of the CEO and other top management;
  8. Review and approve the Company’s goals and objectives relevant to CEO compensation, evaluate the CEO’s performance with respect to such goals, and set the CEO’s compensation level based on such evaluation;
  9. Determine whether to retain or terminate any compensation consulting firm used by the Company to assist in the evaluation of director, CEO, or executive compensation. Exercise sole authority to approve the terms and fees relating to such retention; and
  10. Perform such other functions as are from time to time assigned by the Board.

Committee Performance Evaluation
The Committee shall annually conduct an evaluation of its performance in fulfilling its responsibilities and meeting its goals, as outlined above.

A majority of Committee members shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is attained, shall be the act of the Committee. The Committee may delegate matters within its responsibility to subcommittees composed of certain of its members. The Committee shall meet as required, keep a record of its proceedings, and report thereon from time to time to the Board of Directors.

Adopted by the Board of Directors on July 30, 2004.