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Compensation and Personnel Committee Charter

The purpose of the Compensation and Personnel Committee is to discharge the responsibilities of the Board of Directors relating to compensation of the Company's executive officers and to review Company strategy for recruiting, retention and employee development.

1. Number. The Compensation and Personnel Committee shall consist of at least two members of the Board of Directors.
2. Independence. Except as otherwise permitted by the applicable rules of the New York Stock Exchange, each member of the Compensation and Personnel Committee shall be an "independent director" as defined by the applicable rules of the New York Stock Exchange.
3. Chair. Unless the Board of Directors elects a Chair of the Compensation and Personnel Committee, the Compensation and Personnel Committee shall elect a Chair by majority vote.
4. Compensation. The compensation of Compensation and Personnel Committee members shall be as determined by the Board of Directors.
5. Selection and Removal. Members of the Compensation and Personnel Committee shall be appointed by the Board of Directors. The Board of Directors may remove members of the Compensation and Personnel Committee from such committee, with or without cause.

General

The Compensation and Personnel Committee shall discharge its responsibilities, and shall assess the information provided by the Company's management, in accordance with its business judgment.

Compensation and Personnel Matters

1. CEO Compensation. The Compensation and Personnel Committee shall, in conjunction with the Governance Committee, annually review and approve corporate goals and objectives relevant to the compensation of the Company's Chief Executive Officer (the "CEO"), evaluate the CEO's performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed from time to time by the Board of Directors), determine and approve the CEO's compensation level based on this evaluation.
2. Board Chair Compensation. The Compensation and Personnel Committee shall annually review and approve the compensation of the Chairman of the Board.
3. Executive Officer Compensation. The Compensation and Personnel Committee shall periodically review and approve, or (with respect to compensation of executive officers other than the CEO) make recommendations to the Board of Directors with respect to, executive officer compensation, including salary and bonus levels; deferred compensation; executive perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits and other forms of executive officer compensation.
4. Evaluation of Senior Executives. The Compensation and Personnel Committee shall coordinate with the Governance Committee the evaluation of the Company's senior executives.
5. Plan Recommendations and Approvals. The Compensation and Personnel Committee shall periodically review and make recommendations to the Board of Directors with respect to incentive-compensation plans and equity-based plans. In addition to any recommendation provided by the Compensation and Personnel Committee to the full Board of Directors, the Compensation and Personnel Committee, or a majority of the Company's independent directors, shall approve all equity compensation grants, plans and amendments that are not subject to shareholder approval.
6. Incentive Plan Administration. The Compensation and Personnel Committee shall exercise all rights, authority and functions of the Board of Directors under all of the Company's stock option, stock incentive, employee stock purchase and other equity-based plans, including without limitation, the authority to interpret the terms thereof, to grant options thereunder and to make stock awards thereunder; provided, however, that, except as otherwise expressly authorized to do so by a plan or resolution of the Board of Directors, the Compensation and Personnel Committee shall not be authorized to amend any such plan. To the extent permitted by applicable law and the provisions of a given equity-based plan, and consistent with the requirements of applicable law and such equity-based plan, the Compensation and Personnel Committee may delegate to one or more executive officers of the Company the power to grant options or other stock awards pursuant to such equity-based plan to employees or officers of the Company or any subsidiary of the Company who are not directors or executive officers of the Company.
7. Compensation and Personnel Committee Report on Executive Compensation. The Compensation and Personnel Committee shall annually prepare for inclusion in the appropriate filing with the Securities and Exchange Commission the report described in Item 402(k) of Regulation S-K.
8. Compensation and Personnel Committee Report on Repricing of Options/SARs. If during the last fiscal year of the Company (while the Company was a reporting company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act")), any adjustment or amendment was made to the exercise price of any stock option or stock appreciation right previously awarded to a "named executive officer" (as such term is defined from time to time in Item 402(a)(3) of Regulation S-K), the Compensation and Personnel Committee shall furnish the report required by Item 402(i) of Regulation S-K.
9. Recruiting, Retention and Employee Development. The Compensation and Personnel Committee shall periodically review management's strategy for recruiting, retention and employee development.
10. Additional Powers. The Compensation and Personnel Committee shall have such other duties as may be delegated from time to time by the Board of Directors.

1. Meetings. The Compensation and Personnel Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Compensation and Personnel Committee may also act by unanimous written consent in lieu of a meeting. The Compensation and Personnel Committee shall keep such records of its meetings as it shall deem appropriate.
2. Subcommittees. The Compensation and Personnel Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances including (a) a subcommittee consisting of a single member and (b) a subcommittee consisting of at least two members, each of whom qualifies as a "non-employee director," as such term is defined from time to time in Rule 16b-3 promulgated under the Exchange Act, and an "outside director," as such term is defined from time to time in Section 162(m) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.
3. Reports to Board. The Compensation and Personnel Committee shall report regularly to the Board of Directors.
4. Charter. The Compensation and Personnel Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.
5. Consulting Arrangements. The Compensation and Personnel Committee shall have the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive officer compensation and shall have sole authority to approve the consultant's fees and other retention terms. The Compensation and Personnel Committee shall also have authority to commission compensation surveys or studies as the need arises. The Compensation and Personnel Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of such consultants as established by the Compensation and Personnel Committee.
6. Independent Advisors. The Compensation and Personnel Committee shall have the authority, without further action by the Board of Directors, to engage such independent legal, accounting and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Compensation and Personnel Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of such advisors as established by the Compensation and Personnel Committee.
7. Investigations. The Compensation and Personnel Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Compensation and Personnel Committee or any advisors engaged by the Compensation and Personnel Committee.
8. Annual Self-Evaluation. At least annually, the Compensation and Personnel Committee shall evaluate its performance. The Chairman of the Compensation and Personnel Committee, together with the Chairman of the Board, shall determine the form and nature of the annual self-evaluation.

(As approved on April 24, 2007)