Committee Description and Membership

The Board of Directors of the Company has a standing Audit & Risk Management Committee, a standing Compensation Committee, a standing Nominating, Governance & Management Development Committee and a standing Corporate Responsibility Committee. You may review the charters of these committees by clicking on the committee names in the chart below. A description of each committee and the identification of the committee members and chairpersons follows.

Audit & Risk Management Committee

Pursuant to its charter, the Audit Committee is charged with providing assistance to the Board of Directors in fulfilling the Board's oversight functions relating to the quality and integrity of the Company's financial reports, monitoring the Company's financial reporting process and internal audit function, monitoring the independent public accounting firm's qualifications, independence and performance, reviewing and assessing the Company’s significant business and financial risks and processes to manage the same and compliance with legal and regulatory requirements, and performing such other activities consistent with its charter and the Company's By-Laws as the Committee or the Board deems appropriate. The Committee will also have such additional functions as are required by the New York Stock Exchange, the SEC and federal securities law. The Committee is directly responsible for the appointment, compensation and oversight of the work of the independent public accounting firm.

Compensation Committee

The Compensation Committee is charged with discharging the Board's responsibilities relating to compensation of the Company's Chief Executive Officer and all of the Company's "officers" as defined in Rule 16a-l(f) promulgated under the Securities Exchange Act of 1934. It also has overall responsibility for approving of recommending to the Board approval of and/or evaluating all compensation plans, policies and programs of the Company and is responsible for producing the annual report on executive compensation required to be included in the Company's proxy statement for each annual meeting of stockholders.

Nominating, Governance & Management Development Committee

Pursuant to its charter, the Nominating, Governance & Management Development Committee is charged with (1) assisting the Board of Directors by identifying individuals qualified to become Board members and recommending to the Board director nominees for the next annual meeting of stockholders, (2) developing and recommending to the Board Corporate Governance Guidelines applicable to the Company, (3) overseeing the annual evaluation of the Board and management, (4) recommending to the Board director nominees for each committee; (5) overseeing succession planning for the Company's Chief Executive Officer, including conducting reviews of talent and succession planning in regard to members of senior management; and (6) monitoring issues of corporate culture and conduct.

Corporate Responsibility Committee

Pursuant to its charter, the Corporate Responsibility Committee is charged with acting in an advisory capacity to our Board of Directors and management with respect to policies and strategies that affect the Company's role as a socially responsible organization.

Chairperson = CHAIRPERSON
Committee Member = MEMBER

  Audit & Risk Management
 Compensation Committee  Nominating, Governance &
Management Development Committee
 Corporate Responsibility Committee
Michael Calbert    Committee Member  Committee Member  
Brent Callinicos        Committee Member
George Cheeks        Committee Member
Joseph B. Fuller      Chairperson  
V. James Marino  Committee Member      
Geraldine (Penny) McIntyre        Chairperson
Amy McPherson  Committee Member   Committee Member  
Allison Peterson     Committee Member    
Edward R. Rosenfeld  Chairperson      
Amanda Sourry   Chairperson  Committee Member