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 advisers, which persons will be directed to cooperate and comply with the Committee’s requests.  The Committee shall have the sole authority to appoint and oversee independent consultants to advise the Committee, to terminate any consultant retained by it, and to approve such consultant’s fees and other retention terms.  The Committee shall evaluate the independence and any actual or potential conflicts of interest of any consultants or other advisers retained by the Committee as required by criteria determined by the Committee, which shall include consideration of any material services provided to the Company or any of its affiliates (other than the Board or any of its committees, including the Committee) within the past year. The Company shall provide for appropriate funding, as determined by the Committee, for such consultants or other advisers retained by the Committee and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.