COMMITTEE RESOURCES 

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and to obtain any information it requests from Company employees and outside advisors, which persons will be directed to cooperate and comply with the Committee's requests.  The Committee shall have the authority to appoint and oversee special legal, accounting or other advisers to advise the Committee, including without limitation the sole authority to retain and terminate any compensation consulting or other firm used to assist in the evaluation of director, Chief Executive Officer ("CEO") or executive compensation and the sole authority to approve such firm’s fees and other retention terms.  The Committee shall evaluate the independence of any advisors retained by the Committee as required by law or rule and/or by such other criteria as determined by the Committee.  The Company shall provide for appropriate funding for such counsel or experts retained by the Committee.