Committee Charters

The Organization and Compensation Committee approves compensation arrangements with respect to the Chief Executive Officer and other executive officers of the Company, oversees compensation arrangements applicable to other corporate officers, administers the Company’s executive compensation plans and nonqualified deferred compensation plans, approves the Chief Executive Officer and other executive officers’ responsibilities and performance against pre-established performance goals, plans for the succession of the Company’s management, and as appropriate and as may be requested by the Board, makes recommendations on the Company’s human capital management practices.

Organization and Compensation Committee members include:

• Deborah Lee James (Chair)
• Richard F. Ambrose
• Thomas A. Kennedy
• Rob Mionis

The Nominating and Corporate Governance Committee  assists the Board in determining future requirements for Board members, identifies individuals to become Board members and recommends the director nominees for the next annual meeting of shareholders. In addition, the Nominating and Corporate Governance Committee oversees the evaluation of the Board and its committees, makes recommendations on compensation for the Board, annually reviews the Board’s committee structure, charters and membership and assists the Board in fulfilling its oversight responsibilities relating to the Company’s policies and practices regarding environmental, social and governance matters that are significant to the Company.

Nominating and Corporate Governance Committee members include:

• Maria T. Zuber (Chair)
• Kathleen M. Bader
• R. Kerry Clark
• Michael X. Garrett