Human Resources Committee Charter

GENERAL

The Human Resources Committee (the “Committee”) is composed of Directors who are independent within the meaning of applicable New York Stock Exchange rules and the Company’s Director Independence Standards. The Board of Directors (the “Board”) will determine whether the Human Resources Committee members meet these requirements.

Members of the Committee, including its Chairman, are selected by the Board on at least an annual basis and the selections may be changed by the Board at any time.The Committeeis responsible to the Board and reports regularly to the Board on the activities of the Committee. The Committee may create subcommittees and vest those subcommittees with the authority of the full Committee with respect to specific matters delegated to such subcommittees.

The Committee has authority to retain a consulting firm to assist in the evaluation of executive and Director compensation practices. Any such firm shall report solely to the Committee. The Committee shall approve the consulting firm's fees and other retention terms.

HUMAN RESOURCES COMMITTEE DUTIES AND RESPONSIBILITIES

1. Review management's plans and programs for the attraction, retention, succession, motivation, and development of the human resources needed to achieve corporate objectives.
   
   
2. Establish, in consultation with senior management, the Company’s general executive compensation philosophy and oversee the development and implementation of compensation programs.
   
   
3. Review and approve policies on executive compensation, benefits, and perquisites, including incentive compensation plans, equity participation plans, change in control agreements and other executive compensation arrangements.
   
   
4. Recommend persons to the Board for election as officers.
   
   
5. Annually review the goals and performance of all officers of the Company for purposes of awarding incentive-based compensation.
   
   
6. Review and approve corporate goals and objectives for purposes of the CEO’s compensation, evaluate the CEO's performance in light of those goals and objectives, and set the CEO’s compensation based on this assessment.
   
   
7. Evaluate and make recommendations to the Board with respect to executive compensation and incentive compensation proposed by the CEO for other officers.
   
   
8. Make recommendations to the Board regarding the compensation of Directors, including a general review at least once every two years.
   
   
9. Review and discuss with management the Compensation Discussion and Analysis (the “CD&A”) on executive compensation required by applicable rules and regulations. Based on such review and discussion, the Committee shall determine whether to recommend to the Board that the CD&A be included in the Company’s annual proxy statement and direct that its report with respect to such determination be included in the proxy statement.
   
   
10. Act as the "Committee" under the Company’s 2002 Long-Term Incentive Plan, 1994 Long-Term Incentive Plan and the 2007 Long-Term Incentive Plan (the “2007 Plan”), including for purposes of issuing awards under the 2007 Plan, or any successor or additional stock-based compensation plan(s).
    
    
11. Review the number, type, and design of the Company’s pension, health, welfare and benefit plans.
    
    
12. Periodically review, with management, the principal risk topics relating to or arising out of the Company’s compensation and human resources policies and practices and assess the effectiveness of the Company’s measures to address these risks.
    
    
13. Conduct a self-assessment on at least an annual basis to determine whether the Committee is functioning effectively.
    
    
14. Review the Committee's Charter at least biennially, and, if appropriate, recommend changes to the Board.

MANAGEMENT'S RESPONSIBILITIES

Provide the Committee with the necessary resources to discharge the Committee's duties and responsibilities, as reflected in this Charter and as assigned to the Committee by the Board.