Duties and Responsibilities 
 
  1. The Human Resources Committee shall (i) make recommendations to the Board with respect to base salary, incentive compensation and equity-based plans applicable to executive officers (taking into consideration, among such other factors the Committee may deem appropriate, the results of the most recent shareholder advisory vote on executive compensation (“Say on Pay Vote”)) and (ii) adopt, administer, approve and ratify awards under incentive compensation and equity-based plans applicable to executive officers, including amendments to the awards made under any such plans, and review and monitor awards under such plans.
     
  2. The Human Resources Committee shall review and approve corporate goals and objectives relevant to compensation of the CEO, evaluate the CEO’s performance in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation.
     
  3. In determining the long-term incentive component of compensation for the CEO, the Human Resources Committee should consider the CEO’s performance, the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, internal pay equity and the awards given to the Company’s CEO in past years.
     
  4. The Chair of the Human Resources Committee shall conduct an assessment of the performance of the CEO, at least on an annual basis. As part of the evaluation process, the Human Resources Committee may require the CEO to prepare a self-evaluation. The CEO’s compensation shall also be reviewed on an annual basis. The results of the evaluation shall be communicated by the Chair of the Human Resources Committee first to the Board for its review and then to the CEO.
     
  5. The Human Resources Committee shall oversee the evaluation of the executive officers of the Company and review and approve periodically a general compensation program and salary structure for executive officers of the Company that (i) supports the Company’s overall business strategy and objectives; (ii) attracts and retains key executives; (iii) links compensation with business objectives and organizational performance; and (iv) provides competitive compensation opportunities.
     
  6. The Human Resources Committee shall select a compensation consultant, outside legal counsel or other adviser advising on any executive compensation related matter, only after taking into consideration certain independence factors in accordance with policies and procedures established by the Board. Further, the Human Resources Committee shall evaluate whether any executive compensation consultant, retained or to be retained by the Committee, has any conflict of interest in accordance with policies and procedures established by the Board.
     
  7. The Human Resources Committee shall assist the Board in developing and evaluating potential candidates for executive positions, including the CEO, and to oversee the development of executive succession plans.
     
  8. The Human Resources Committee shall review and approve any executive employment agreements, severance agreements, and change in control agreements or provisions.
     
  9. The Human Resources Committee shall review and provide recommendations to the Board concerning the approval of amendments to those pension plans sponsored by the Company or one or more of its wholly owned subsidiaries, except to the extent approval authority has been delegated to a Company officer or other duly authorized individual or committee.
     
  10. The Human Resources Committee shall review the Company’s compensation policies and practices, including incentive compensation arrangements, to determine whether they encourage excessive risk taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk.
     
  11. The Human Resources Committee shall review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into consideration the results of the most recent shareholder advisory vote on the frequency of Say on Pay Votes, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote for inclusion in the Company’s proxy statement.
     
  12. The Human Resources Committee shall review and discuss with management the CD&A section of the Company’s Form 10-K and proxy and information statements and based on such review and discussion, determine whether to recommend to the Board that the CD&A be included in the Company’s Form 10-K and proxy and information statements, as required by law and rules of the NYSE.  
     
  13. The Human Resources Committee shall prepare, over the names of the members of the Committee, the annual report regarding the CD&A section for the Company’s Form 10-K and proxy and information statements, as required by law and rules of the NYSE. The Human Resources Committee shall review and approve certain other proxy and information statement disclosures, including those relating to compensation advisers, compensation risk and say on pay, as applicable.
     
  14. The Human Resources Committee shall, in the course of its review of executive compensation, review the list or lists of a peer group of companies to which the Company shall compare itself for compensation purposes and make any changes in such list or lists.
     
  15. The Human Resources Committee shall report its actions and any recommendations to the Board after each Committee meeting.
     
  16. The Human Resources Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
     
  17. The Human Resources Committee shall annually review its own performance.
     
  18. The Human Resources Committee shall have the authority to delegate any of its responsibilities to subcommittees of the Board as the Committee may deem appropriate in its sole discretion, provided that any such subcommittee is composed entirely of independent directors and has a published committee charter.

Dated: October 12, 2012
Human Resources Committee Authority Duties and Responsibilities
 
 
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