Employee Benefit Plans Committee Charter

Overall Responsibility
The Employee Benefit Plans Committee provides oversight of the administration of all Company retirement and welfare plan programs. These programs include all defined benefit plans, cash balance plans, defined contribution plans and any other retirement programs. Welfare plans include healthcare, dental, life and disability insurance and flexible spending accounts.

Committee Members
The Employee Benefit Plans Committee will consist of not less than three members of the Board of Directors who are not employed by the company and who, in the opinion of the Board of Directors, are free from any relationship that would interfere with the exercise of independent judgment. All Committee members and the Committee Chair will be appointed by the Board of Directors.

Meetings
The Employee Benefit Plans Committee will meet at least semiannually and at such other times as shall be determined by the Chair of the Committee. A simple majority of the Committee shall constitute a quorum for the transaction of business.

Duties and Responsibilities
The duties and responsibilities of the Employee Benefit Plans Committee shall be:
1. Recommend plan amendments to the Board of Directors
2. Appoint benefit plan trustees as required
3. Select benefit plan investment managers as required
4. Review benefit plan investment results
5. Review benefit plan actuarial reports
6. Select benefit plan investment options to be offered to participants
7. Review administration of employee stock ownership plans
8. Review administration of welfare benefit plans.

Reporting
The Employee Benefit Plans Committee will have the minutes of the Committee’s meetings prepared and submitted to the Board of Directors following each Committee meeting. The minutes will contain recommendations for appropriate Board actions if required.