Human Resources Committee

Human Resources Committee Charter
(Adopted April 26, 2007)

1. Purpose

The Human Resources Committee is created by the Board of Directors of the Company to:

• oversee the Company's compensation and benefits policies generally;
• evaluate executive officer  performance and review the Company's management succession plan;
• oversee and set compensation for the Company's executive officers;
• review and discuss the Company's compensation discussion and analysis (CD&A) disclosure with management and provide a recommendation to the Board regarding its inclusion in the Company's annual proxy statement; and
• prepare its report that the Securities and Exchange Commission rules require to be included in the Company's annual proxy statement.

2. Membership

The Human Resources Committee shall consist of at least three members, comprised solely of independent directors meeting the independence requirements of the New York Stock Exchange.  The Nominating and Corporate Governance Committee shall recommend nominees for appointment to the Human Resources Committee annually and as vacancies or newly created positions occur.  Human Resources Committee members shall be appointed by the Board and may be removed by the Board at any time.  The Nominating and Corporate Governance Committee shall recommend to the Board, and the Board shall designate, the Chairman of the Human Resources Committee.

3. Responsibilities

In addition to any other responsibilities which may be assigned from time to time by the Board, the Human Resources Committee is responsible for the following matters.

Compensation Policies

The Human Resources Committee shall review and approve the Company's compensation and benefits policies generally (subject, if applicable, to shareholder ratification), including reviewing and approving any incentive-compensation plans and equity-based plans of the Company.  In reviewing such compensation and benefits policies, the Human Resources Committee may consider the recruitment, development, promotion, retention and compensation of executive officers and other employees of the Company and any other factors that it deems appropriate.  The Human Resources Committee shall report the results of such review and any action it takes with respect to the Company's compensation and benefits policies to the Board. In addition to compensation and benefits policies, the Committee may also consider and periodically review the Company's policies on diversity and values and such issues affecting employee morale as the Committee deems appropriate

Executive Compensation

The Human Resources Committee shall review and approve for each employee who is an officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934 his or her (i) annual base salary level, (ii) annual incentive compensation, (iii) long-term incentive compensation, (iv) employment, severance and change-in-control agreements, if any, and (v) any other compensation, ongoing perquisites or special benefit items. In so reviewing and approving executive compensation, the Human Resources Committee shall, among other things:

• identify corporate goals and objectives relevant to  executive compensation;
• evaluate each executive's performance in light of such goals and objectives and set each executive's compensation based on such evaluation and such other factors as the Human Resources Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation); and
• determine any long-term incentive component of each executive's compensation based on awards given to such executive in past years, the Company's performance, shareholder return and the value of similar incentive awards relative to such targets at comparable companies and such other factors as the Human Resources Committee deems appropriate and in the best interests of the Company (including the cost to the Company of such compensation).

The Human Resources Committee may delegate to one or more officers of the Company the authority to make grants and awards of stock rights or options to any non-Section 16 officer of the Company under such of the Company’s incentive-compensation or other equity-based plans as the Human Resources Committee deems appropriate and in accordance with the terms of such plans.

Management Succession

The Human Resources Committee shall, in consultation with the Company's CEO, periodically review the Company's management succession planning including policies for CEO selection and succession in the event of the incapacitation, retirement or removal of the CEO, and evaluations of, and development plans for, any potential successors to the CEO.

Human Resources Activities

The Human Resources Committee will periodically review the Company 's practices for supporting diversity in the workplace.

The Human Resources Committee may review, as appropriate, the Company value statements and programs in support of employee morale and satisfaction.

Disclosure

The Human Resources Committee shall review and discuss the Company's CD&A with management and provide a recommendation to the Board regarding its inclusion in the Company's annual proxy statement. The Human Resources Committee shall prepare its report on executive compensation that the Securities and Exchange Commission rules require to be included in the Company's annual proxy statement.

4. Reporting to the Board

The Human Resources Committee shall report to the Board periodically. This report shall include a review of any recommendations or issues that arise with respect to Company compensation and benefits policies, executive compensation, management succession planning and any other matters that the Human Resources Committee deems appropriate or is requested to be included by the Board.

At least annually, the Human Resources Committee shall evaluate its own performance and report to the Board on such evaluation.

The Human Resources Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Nominating and Corporate Governance Committee.

5. Authority

The Human Resources Committee has the sole authority to retain and terminate any compensation consultant assisting the Human Resources Committee in the evaluation of CEO or executive officer compensation, including sole authority to approve all such compensation consultant's reasonable fees and other retention terms. Such consultant retained by the Human Resources Committee shall be independent of the Human Resources Committee members.

The Human Resources Committee may delegate its authority to subcommittees or the Chairman of the Human Resources Committee when it deems appropriate and in the best interests of the Company.

6. Procedures

The Human Resources Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter. The Chairman of the Human Resources Committee, in consultation with the other committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this charter. No executive officer should attend that portion of any meeting where such executive's performance or compensation is discussed, unless specifically invited by the Human Resources Committee.