Compensation and Human Resources Committee Charter

The Compensation and Human Resources Committee shall (a) discharge the Board's responsibilities relating to compensation and benefits of the CEO and members of the CEO's designated senior leadership team, (b) provide general oversight of the Company's management compensation philosophy and practices and benefit programs, and (c) oversee the Company's leadership development plans including recommendations regarding CEO succession as well as for the senior leadership team.

The Committee shall report to the Board of Directors and be a resource to the CEO in ensuring that the Company provides a compensation and benefits program appropriate to maintain and develop management personnel of a caliber capable of ensuring the continued success of the Association. In addition, the Committee shall serve as a resource for the CEO to ensure that such program is appropriate to attract and retain the services of key employees whose judgment, interest and effort drive the successful conduct of the Association’s operations.