Composition

The Ore Reserve Special Committee shall be comprised of not less than three directors, at least two of whom shall be independent, as that term is defined by the Securities Exchange Act of 1934 (and regulations thereunder) and Rules of the New York Stock Exchange.  Committee members shall serve at the discretion of the Board.

Meetings and Reports

The Special Committee shall establish its own rules and procedures and the time and place for its meetings.  Notwithstanding the foregoing, the Special Committee shall schedule and hold at least three (3) regular meetings annually.

A majority of the members of the Special Committee shall constitute a quorum for the transaction of business at a meeting of the Special Committee.  Members may participate in a meeting by, or through the use of, a telephone conference system, or similar communication system, providing that all members physically present, or utilizing such communications or telephone systems, are able to hear and address all members at the same time.  Participation by such means shall be deemed to be presence for purposes of constituting a quorum.

The Special Committee shall provide for the keeping of minutes of all meetings.  The Chairman of the Committee shall report on the Special Committee's activities and actions to the Board.

Purpose, Duties and Responsibilities

The primary purpose of the Special Committee is to help advise the Board of Directors on the appropriateness, accuracy and completeness of the ore reserves.  In doing so, it is the objective of the Committee that the best available methodologies and technologies are identified and used to calculate the ore reserves.

In discharging its duties and responsibilities, the Special Committee shall have the sole authority at its discretion, to retain and terminate outside consultants and counsel, and to select the individuals and firms providing such advice and to approve their fees and other retention terms.