2003 Committee Charter : VZ

Role
The Human Resources Committee (the "HRC") shall oversee management in the development and implementation of:
Human resources practices and policies, including succession planning, that support and enhance the Corporation's strategic objectives and promote equal opportunity and diversity, and

Management compensation and benefit plans that are competitive so as to attract, motivate, and retain highly qualified employees.

The HRC is also responsible for producing an annual report on executive compensation for inclusion in the Corporation's proxy statement.

Structure/Member Qualifications
The HRC shall have at least three members and shall consist solely of independent Directors, as affirmatively determined by the Board of Directors, consistent with the listing standards of the New York Stock Exchange and applicable legal requirements. The members of the HRC shall be appointed by the Board, on the recommendation of the Corporate Governance Committee, and may be replaced by the Board.

Responsibilities and Duties
The HRC shall carry out the following responsibilities:

The HRC has authority to request information and reports from internal and external advisors with respect to its area of responsibility. The HRC shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of Chief Executive Officer (CEO) and Senior Manager compensation and shall have sole authority to approve such consultant's fees and other retention terms. The Corporation shall pay the costs of retaining any compensation consultant retained by the Committee.

1. The HRC shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and recommend to the Board the CEO's compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the HRC shall consider the Corporation's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the award given to the CEO in past years.

2. The HRC shall review and approve new base, short-term and long-term and other applicable compensation and benefit plans and programs for selected Senior Managers, as deemed appropriate by the HRC, and proposed material changes to such programs. In addition, the HRC shall oversee for selected Senior Managers the following as related to such programs:
salary actions;

incentive awards;

stock awards under stock plans;

other applicable compensation and benefit plans; and

promotions into or within selected Senior Manager positions.


3. The HRC shall consult with the CEO on Senior Management continuity, succession, development and organizational matters, as deemed appropriate by the HRC.

4. The HRC shall periodically review and recommend to the Board the compensation and benefits for non-employee Directors.

5. The HRC shall assume such other duties and responsibilities as the Board may from time to time delegate.

The HRC shall report to the Board concerning HRC activities as promptly as practicable following each meeting of the HRC. The HRC shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The HRC shall annually review its own performance.