Personnel and Compensation Committee
of the Board of Directors ó Charter

I. PURPOSE
The primary function of the Personnel and Compensation Committee is to discharge the Board of Directorsí responsibilities relating to executive compensation. In addition, the Committee is responsible for reviewing and reporting to the Board on the Corporationís compensation, benefit and personnel policies, programs and plans, including leadership development. The Committee has a duty to produce an annual report on executive compensation for inclusion in the Corporationís proxy statement, in accordance with applicable rules and regulations.

II. COMPOSITION

The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors. A director shall be deemed independent if the director qualifies as independent under the listing standards of the New York Stock Exchange.

III. MEETINGS
The Committee shall meet at least four times annually, or more frequently as determined by the Board or Committee.

IV. RESPONSIBILITIES AND DUTIES
In meeting its responsibilities, the Committee shall:

1.       Review and approve the corporate goals and objectives with respect to the compensation of the CEO and the other executive officers. The Committee shall evaluate at least once a year the performance of the CEO and the other executive officers in light of these established goals and objectives and, based upon these evaluations, shall determine and approve the compensation of the CEO and the other executive officers. The Committee shall review and make recommendations to the Board regarding any employment agreement between the Corporation and the CEO.

2.       Review and approve on an annual basis the evaluation process and structure for the Corporationís officers.

3.       Make recommendations to the Board with respect to incentive-compensation and equity-based plans that are subject to the Boardís approval.

4.       Act for the Board to review and approve all executive compensation benefits and plans and all of the Corporationís benefit programs except for those that the Board may not delegate as a matter of law or regulation.

5.       Oversee the Corporationís leadership development process.

6.       Prepare and publish an annual compensation report on executive officer compensation in the Corporationís annual proxy statement.

7.       Review and recommend to the Board stock ownership requirements for elected officers.

8.       Administer and grant stock awards under all equity compensation plans, except as such authority has been delegated by the Board to the Corporationís Chairman and CEO.

9.       Conduct an annual performance evaluation of the Committee and report the results to the Board.

10.    Review and reassess the adequacy of its charter (at least annually) and recommend any proposed changes to the Board for approval.

V. OPERATIONS OF THE COMMITTEE

1.       The Secretary of the Corporation, or such other person as may be designated by the Chair of the Committee, shall act as secretary and keep the minutes of all meetings of the Committee.

2.       The Committee shall promptly inform the Board of all actions taken or issues discussed between Board meetings. This will generally take place at the Board meeting following a Committee meeting.

3.       The Committee shall have the sole authority to retain and terminate such compensation consultants and other advisors as the Committee may deem appropriate in its sole discretion, including the right to approve fees and other retention terms.


January 31, 2006