CHANGE OF CONTROL, NON-COMPETE AND
                            NON-DISCLOSURE AGREEMENT

     THIS CHANGE OF  CONTROL,  NON-COMPETE  AND  NON-DISCLOSURE  AGREEMENT  (the
"Agreement")  is made as of this 25th day of April,  2005,  by and between FIRST
NATIONAL  BANK OF CHESTER  COUNTY,  a  wholly-owned  subsidiary of First Chester
County Corporation and a national banking association with its principal offices
located  at  9  North  High  Street,  West  Chester,  Pennsylvania  (hereinafter
individually  referred  to as the  "Bank")  and  Susan B.  Bergen-Painter  of 69
Bullrush  Landing,   Elizabethtown,   PA  17022  (hereinafter   referred  to  as
"Executive").

                                   BACKGROUND

     WHEREAS,  the Bank desires to employ  Executive as Executive Vice President
of Marketing  ("Officer") and to offer Executive  certain benefits in connection
with such employment;

     WHEREAS,  Executive  is  desirous  of  securing  such  employment  and such
benefits set forth herein; and

     WHEREAS,  in  consideration  of the receipt of such benefits,  Executive is
willing to be bound by certain non-compete and non-disclosure obligations as set
forth herein;

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements  hereinafter  set forth,  the parties,  intending to be legally bound
hereby agree as follows:

1)   TERM OF AGREEMENT.

     This  Agreement  is  effective  as of the latest to occur of the  following
dates:  (a) the date this  Agreement is executed and delivered by both Executive
and the Bank, (b) the date on which Executive's employment as Officer commences,
or (c) the date set forth above.  This Agreement will continue in effect as long
as Executive is actively  employed by the Bank,  unless  Executive  and the Bank
agree in writing to termination of this Agreement.

2)   TERMINATION COMPENSATION.

     If Executive's  employment with the Bank is terminated  without "Cause" (as
defined  in  Section  6) at any time  within  two years  following  a "Change of
Control"  (as defined in Section 4),  Executive  will  receive the  "Termination
Benefits" (as defined in Section 3). Executive will also receive the Termination
Benefits if Executive terminates his or her

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<PAGE>


employment for "Good Reason" (as defined in Section 5) at any time within two
years following a Change of Control.

     Executive  is  not  entitled  to  receive  the   Termination   Benefits  if
Executive's  employment  is  terminated  by  Executive or the Bank for any or no
reason  before a Change of Control  occurs or more than two years after a Change
of Control has occurred.

     In order to receive the  Termination  Benefits,  Executive must execute any
release of claims that  Executive may have pursuant to this  Agreement  (but not
any other claims) that may be requested by the Bank.

     The  Termination  Benefits  will be paid to  Executive  under the terms and
conditions  hereof,  without  regard to whether  Executive  looks for or obtains
alternative employment following Executive's  termination of employment with the
Bank.

3)   TERMINATION BENEFITS DEFINED.

     For purposes of this Agreement,  the term "Termination  Benefits" will mean
and include the following:

     a)  For a period of one year from  Executive's  termination  (the  "Benefit
         Period"),  payment of  Executive's  base  salary on the same basis that
         Executive  was  paid  immediately  prior  to  Executive's  termination;
         Payment of any bonus  Executive  would otherwise be eligible to receive
         for the  year in  which  Executive's  termination  occurs  and for that
         portion of the following year which is included in the Benefit  Period,
         such bonus to be calculated and paid as provided below; and

     b)  Continuation  during the  Benefit  Period of all fringe  benefits  that
         Executive was receiving  immediately prior to Executive's  termination,
         including,  without limitation,  life,  disability,  accident and group
         health  insurance  benefits  coverage  for  Executive  and  Executive's
         immediate  family  ("Fringe  Benefits"),  such  Fringe  Benefits  to be
         provided on  substantially  the same terms and  conditions as they were
         provided immediately prior to Executive's termination.

     c)  The bonus component of Executive's  Termination Benefits will equal the
         sum of (i) the bonus to which  Executive  would have been  entitled for
         the year during which Executive's  termination occurs (calculated after
         annualizing the Bank's consolidated  financial results through the date
         of  termination  if such bonus is based upon a  percentage  of profits)
         (the "Annual  Amount"),  and (ii) an amount equal to the product of (x)
         the Annual  Amount times (y) a fraction  the  numerator of which is the

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<PAGE>
         number of days in the year following  termination  which is included in
         the Benefit  Period and the  denominator of which is 365 (the "Prorated
         Amount").  Both the Annual Amount and the Prorated  Amount will be paid
         to  Executive  not  later  than  March  31st  of  the  year   following
         Executive's termination.

     Notwithstanding  the  foregoing,   if  Executive   terminates  his  or  her
employment for Good Reason,  Executive's Termination Benefits will be based upon
the greater of (i) Executive's salary,  bonus and benefits  immediately prior to
Executive's   termination  or  (ii)  Executive's  salary,   bonus  and  benefits
immediately prior to the Change of Control which gives rise to Executive's right
to receive Termination  Benefits under this Agreement.  The Bank does not intend
to provide duplicative Fringe Benefits. Consequently,  Fringe Benefits otherwise
receivable  pursuant to this Section will be reduced or eliminated if and to the
extent that Executive receives  comparable Fringe Benefits from any other source
(for example, another employer);  provided, however, that Executive will have no
obligation to seek,  solicit or accept employment from another employer in order
to receive such benefits.

4)   CHANGE OF CONTROL DEFINED.

     For  purposes of this  Agreement,  a "Change of Control"  will be deemed to
have occurred upon the earliest to occur of the following events:

     a)  the date the  shareholders  of the Bank (or the Board of Directors,  if
         shareholder action is not required) approve a plan or other arrangement
         pursuant to which the Bank will be dissolved or liquidated;

     b)  the date the  shareholders  of the Bank (or the Board of Directors,  if
         shareholder  action is not required) approve a definitive  agreement to
         sell or otherwise  dispose of all or substantially all of the assets of
         the Bank;

     c)  the date the  shareholders  of the Bank (or the Board of Directors,  if
         shareholder  action is not required) and the  shareholders of the other
         constituent  corporation  (or its  board of  directors  if  shareholder
         action is not required)  have approved a definitive  agreement to merge
         or  consolidate  the Bank with or into such  other  corporation,  other
         than,  in either case, a merger or  consolidation  of the Bank in which
         holders of shares of the common stock of the Bank (the "Common  Stock")
         immediately  prior to the merger or consolidation  will hold at least a
         majority of the ownership of common stock of the surviving  corporation
         (and,  if one  class of  common  stock is not the only  class of voting
         securities  entitled  to  vote  on the  election  of  directors  of the
         surviving corporation,  a majority of the voting power of the surviving
         corporation's  voting  securities)  immediately  after  the  merger  or
         consolidation,   which  common  stock  (and,  if   applicable,   voting

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<PAGE>

         securities)  is to be  held in the  same  proportion  as such  holders'
         ownership   of  Common   Stock   immediately   before   the  merger  or
         consolidation;

     d)  the date any  entity,  person or group,  (within the meaning of Section
         13(d)(3) or Section  14(d)(2) of the  Securities  and  Exchange  Act of
         1934, as amended (the "Exchange  Act")),  other than the Bank or any of
         its  subsidiaries  or any  employee  benefit  plan (or  related  trust)
         sponsored or maintained by the Bank or any of its  subsidiaries,  shall
         have  become the  beneficial  owner of, or shall have  obtained  voting
         control over, more than fifty percent (50%) of the  outstanding  shares
         of the Common Stock; or

     e)  the first day after the date this Plan is adopted  when  directors  are
         elected so that a majority  of the Board of  Directors  shall have been
         members  of the  Board of  Directors  for less  than  twenty-four  (24)
         months, unless the nomination for election of each new director who was
         not a director at the beginning of such  twenty-four  (24) month period
         was approved by a vote of at least  two-thirds  of the  directors  then
         still in office who were directors at the beginning of such period.

     Notwithstanding  any  provision  herein to the  contrary,  the  filing of a
proceeding  for the  reorganization  of the Bank under Chapter 11 of the Federal
Bankruptcy  Code or any successor or other statute of similar import will not be
deemed to be a Change of Control for purpose of this Agreement.

5)   GOOD REASON DEFINED.

     For  purposes  of this  Agreement,  the term  "Good  Reason"  will mean and
include the following situations:

     a)  any material adverse change in Executive's status,  responsibilities or
         Fringe Benefits;

     b)  any failure to nominate or elect  Executive as Executive Vice President
         of Marketing;

     c)  causing  or  requiring  Executive  to report to anyone  other  than the
         President;

     d)  assignment  to  Executive  of  duties   materially   inconsistent  with
         Executive's position as Executive Vice President of Marketing;

     e)  any reduction of Executive's annual base salary or annual bonus (or, if
         applicable,  a change in the formula for determining Executive's annual
         bonus  which  would  have  the  effect  of  reducing  by more  than 10%

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<PAGE>

         Executive's  annual bonus as it would  otherwise  have been  calculated
         immediately  prior  to  the  Change  of  Control  that  gives  rise  to
         Executive's right to receive  Termination  Benefits as provided in this
         Agreement) or other reduction in compensation or benefits, or

     f)  requiring  Executive to be principally  based at any office or location
         more  than 50  miles  from  the  current  offices  of the  Bank in West
         Chester, Pennsylvania.

6)   CAUSE DEFINED.

     For purposes of this Agreement,  the term "Cause" will mean and include the
following situations:

     a)  Executive's  conviction  by a court of  competent  jurisdiction  of any
         criminal offense involving  dishonesty or breach of trust or any felony
         or crime involving moral turpitude;  b) Executive's  failure to perform
         the duties  reasonably  assigned to Executive by the Board of Directors
         of the Bank fail without  reasonable cause or excuse,  which failure or
         breach continues for more than ten days after written notice thereof is
         given to Executive.

7)   CEILING ON BENEFITS.

     Under  the  "golden  parachute"  rules in the  Internal  Revenue  Code (the
"Code")  Executive  will be subject to a 20% excise tax (over and above  regular
income tax) on any "excess parachute  payment" that Executive receives following
a Change in  Control,  and the Bank  will not be  permitted  to deduct  any such
excess parachute payment. Very generally, compensation paid to Executive that is
contingent upon a Change in Control will be considered a "parachute  payment" if
the  present  value  of  such  consideration   equals  or  exceeds  three  times
Executive's  average annual  compensation from the Bank for the five years prior
to the Change in Control. If payments are considered  "parachute payments," then
all such payments to Executive in excess of Executive's base annual compensation
will be considered  "excess  parachute  payments" and will be subject to the 20%
excise tax imposed under Section 4999 of the Code.

     For  example,   if  Executive's  base  annual  compensation  was  $100,000,
Executive could receive  $299,000  following a Change in Control without payment
of any excise tax. If Executive received $301,000 in connection with a Change in
Control,  however,  the entire $301,000 would be considered a parachute  payment
and  $201,000 of this amount would be  considered  an excess  parachute  payment
subject to excise tax.

     In order to avoid this excise tax and the related adverse tax  consequences
for the Bank, by signing this Agreement,  Executive  agrees that the Termination
Benefits  payable to Executive  under this Agreement will in no event exceed the

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<PAGE>

maximum amount that can be paid to Executive  without causing any portion of the
amounts paid or payable to Executive by the Bank  following a Change in Control,
whether under this Agreement or otherwise, to be considered an "excess parachute
payment" within the meaning of Section 280G(b) of the Code.

     If the Bank  believes  that these rules will  result in a reduction  of the
payments to which Executive is entitled under this Agreement,  it will so notify
Executive  within 60 days  following  delivery  of the  "Notice of  Termination"
described in Section 8. If Executive wishes to have such determination reviewed,
Executive  may,  within 30 days of the date Executive is notified of a reduction
of payments, ask that the Bank retain, at its expense, legal counsel,  certified
public  accountants,   and/or  a  firm  of  recognized  executive   compensation
consultants (an "Outside Expert") to provide an opinion concerning whether,  and
to what  extent,  Executive's  Termination  Benefits  must be reduced so that no
amount  payable  to  Executive  by the Bank  (whether  under this  Agreement  or
otherwise) will be considered an excess parachute payment.

     The Outside  Expert will be as mutually  agreed by Executive  and the Bank,
provided  that if we are not  able to reach a mutual  agreement,  the Bank  will
select an Outside Expert,  Executive will select an Outside Expert,  and the two
Outside  Experts  will  select a third  Outside  Expert to provide  the  opinion
required  under this Section.  The  determination  of the Outside Expert will be
final and binding,  subject to any contrary  determination  made by the Internal
Revenue Service. If the Bank believes that Executive's Termination Benefits will
exceed the  limitation  contained  in this  Section,  it will  nonetheless  make
payments to Executive,  at the times stated above, in the maximum amount that it
believes may be paid without  exceeding such  limitation.  The balance,  if any,
will then be paid after the opinion of the Outside Expert has been received.

     If the amount paid to Executive  by the Bank  following a Change in Control
is ultimately  determined,  pursuant to the opinion of the Outside  Expert or by
the Internal Revenue Service, to have exceeded the limitation  contained in this
Section,  the excess will be treated as a loan to Executive by the Bank and will
be  repayable  on the 90th day  following  demand  by the  Bank,  together  with
interest at the  "applicable  federal rate"  provided in Section  1274(d) of the
Code.

     In the event that the  provisions of Sections 280G and 4999 of the Code are
repealed without successor provisions,  this Section will be of no further force
or effect.

8)   TERMINATION NOTICE AND PROCEDURE.

     Any termination by the Bank or Executive of Executive's  employment  during
the two years immediately  following a Change of Control will be communicated by
written  Notice of  Termination  to Executive if such Notice of  Termination  is
delivered by the Bank and to the Bank if such Notice of Termination is delivered
by Executive, all in accordance with the following procedures:

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<PAGE>

     The Notice of Termination will indicate the specific termination  provision
in this Agreement  relied upon, if applicable,  and will set forth in reasonable
detail  the  facts  and  circumstances  alleged  to  provide  a basis  for  such
termination.

     Any  Notice of  Termination  by the Bank will be in  writing  signed by the
Chairman of the Board of the Bank.

     If  the  Bank  furnishes  Executive  with a  Notice  of  Termination  or if
Executive  furnishes  the Bank with a Notice of  Termination,  and no good faith
dispute  exists  regarding  such  termination,  then  the  date  of  Executive's
termination will be the date such Notice of Termination is deemed given pursuant
to Section 11 of this Agreement.

     If the Bank in good faith furnishes  Executive with a Notice of Termination
for Cause and  Executive in good faith  notifies the Bank that a dispute  exists
concerning  such  termination  within the 15-day  period  following  Executive's
receipt of such notice,  Executive may elect to continue Executive's  employment
during such dispute.  If it is thereafter  determined  that (i) Cause did exist,
the date of Executive's termination will be the earlier of (A) the date on which
the  dispute  is  finally  determined  or (B) the date of  Executive's  death or
permanent disability;  or (ii) Cause did not exist,  Executive's employment will
continue as if the Bank had not  delivered its Notice of  Termination  and there
will be no termination arising out of such notice.

     If  Executive  in good faith  furnishes  a Notice of  Termination  for Good
Reason and the Bank notifies  Executive  that a dispute  exists  concerning  the
termination  within  the 15-day  period  following  the  Bank's  receipt of such
notice,  Executive  may elect to  continue  Executive's  employment  during such
dispute.  If it is  thereafter  determined  that  (i)  Good  Reason  did  exist,
Executive's date of termination will be the earlier of (A) the date on which the
dispute is finally  determined or (B) the date of Executive's death or permanent
disability;  or (ii) Good  Reason did not  exist,  Executive's  employment  will
continue after such  determination  as if Executive had not delivered the Notice
of  Termination  asserting  Good Reason.  If Good Reason is determined to exist,
Executive's  salary,  bonus and Fringe Benefits prior to such determination will
be no less than Executive's salary,  bonus and benefits immediately prior to the
Change of Control which gives rise to Executive's  right to receive  Termination
Benefits as provided in this Agreement.

     If Executive does not elect to continue  employment pending resolution of a
dispute regarding a Notice of Termination, and it is finally determined that the
reason for termination set forth in such Notice of Termination did not exist, if
such  notice  was  delivered  by  Executive,  Executive  will be  deemed to have
voluntarily  terminated Executive's employment other than for Good Reason and if
delivered  by the Bank,  the Bank will be  deemed to have  terminated  Executive
without Cause.

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<PAGE>

9)   DEFERRAL OF PAYMENTS.

     To the extent that any payment under this Agreement, when combined with all
other payments  received  during the year that are subject to the limitations on
deductibility  under  Section  162(m) of the Code,  exceeds the  limitations  on
deductibility  under  Section  162(m) of the Code,  such  payment  will,  in the
discretion of the Bank, be deferred to the next  succeeding  calendar year. Such
deferred  amounts  will be paid no later than the 60th day after the end of such
next succeeding  calendar year,  provided that such payment,  when combined with
any other payments subject to the Section 162(m) limitations received during the
year, does not exceed the limitations on  deductibility  under Section 162(m) of
the Code.

10)  COMPETITION.

     During  the  Term  of  this  Agreement  and for a  period  of one (1)  year
following  termination thereof, for any reason whatsoever,  Executive shall not,
directly or indirectly:  (a) be employed by any other bank or similar  financial
institution doing business in Chester County,  Pennsylvania;  (b) on behalf of a
competing bank or similar financial institution,  solicit,  engage in, or accept
business or perform any services for any  organization or individual that at any
time  during the one (1) year  ending with  Executive's  termination  was a Bank
client,  customer  or  affiliate,  or a source  of  business  with  which or who
Executive  dealt or had any contact  during the term of  Executive's  employment
with the Bank;  (c) solicit any employee of the Bank for the purpose of inducing
such  employee  to resign  from the  Bank;  nor (d)  induce or assist  others in
engaging in the  activities  described in  subparagraphs  (a) through (c) above.
Notwithstanding  the foregoing if Executive's  employment is terminated due to a
Change of Control,  the  provisions of clause (a) of the prior sentence shall be
null and void and  Executive  shall be  entitled  to be  employed by any bank or
financial  institution doing business in Chester County,  Pennsylvania or in any
other location.

11)  DISCLOSURE OF CONFIDENTIAL INFORMATION.

     During  the period  during  which  Executive  is  employed  by the Bank and
following the voluntary or involuntary  termination  of  Executive's  employment
with  the  Bank  for any  reason  whatsoever,  Executive  shall  not use for any
non-Bank   purpose  or  disclose  to  any  person  or  entity  any  confidential
information  acquired during the course of employment  with the Bank.  Executive
shall  not,  directly  or  indirectly,  copy,  take,  or remove  from the Bank's
premises,  any of the  Bank's  books,  records,  customer  lists,  or any  other
documents or  materials.  The term  "confidential  information"  as used in this
Agreement includes, but is not limited to, records,  lists, and knowledge of the
Bank's customers,  suppliers,  methods of operation,  processes,  trade secrets,
methods of determination of prices and rates,  financial condition,  as the same
may exist from time to time.

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<PAGE>

12)  SUCCESSORS.

     The Bank  will  require  any  successor  (whether  direct or  indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or  assets  of the Bank or any of its  subsidiaries  to  expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the Bank would be required to perform it if no such  succession  had
taken place.  Failure of the Bank to obtain such  assumption and agreement prior
to the  effectiveness  of any such succession will be a breach of this Agreement
and will entitle  Executive to  compensation  in the same amount and on the same
terms to which Executive would be entitled hereunder if Executive terminates his
or her employment for Good Reason following a Change of Control, except that for
purposes of  implementing  the foregoing,  the date on which any such succession
becomes effective will be deemed the date of Executive's termination. As used in
this agreement "the Bank" will mean "the Bank" as  hereinbefore  defined and any
successor to its business and/or assets which assumes and agrees to perform this
Agreement by operation of law or otherwise.

13)  BINDING AGREEMENT.

     This Agreement will inure to the benefit of and be enforceable by Executive
and Executive's personal or legal  representatives,  executors,  administrators,
successors, heirs, distributees,  devisees and legatees. If Executive should die
while any amount would still be payable to  Executive  hereunder  had  Executive
continued to live, all such amounts,  unless otherwise provided herein,  will be
paid in  accordance  with the terms of this  Agreement to  Executive's  devisee,
legatee  or other  designee  or, if there is no such  designee,  to  Executive's
estate.

14)  NOTICES.

     For  purposes  of this  Agreement,  notices  and all  other  communications
provided  for in this  Agreement  will be in writing  and will be deemed to have
been duly given when personally  delivered or mailed by United States  certified
or registered mail,  return receipt  requested,  postage  prepaid,  addressed to
Executive at the last address  Executive  has filed in writing with the Bank or,
in the case of the Bank,  at its main  office,  attention of the Chairman of the
Board of Directors,  or to such other address as either party may have furnished
to the other in writing in accordance herewith,  except that notice of change of
address will be effective only upon receipt.

15)  MISCELLANEOUS.

     No provision of this Agreement may be modified, waived or discharged unless
such  waiver,  modification  or  discharge is agreed to in writing and signed by
Executive  and the Chairman of the Board of the Bank.  No waiver by either party
hereto at any time of any breach by the other  party  hereto  of, or  compliance
with, any condition or provision of this Agreement to be performed by such other

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<PAGE>

party will be deemed a waiver of similar or dissimilar  provisions or conditions
at the same or at any prior or subsequent time. No agreement or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have  been  made by  either  party  which  are not  expressly  set forth in this
Agreement.  The validity,  interpretation,  construction and performance of this
Agreement  will be  governed  by the laws of the State of  Pennsylvania  without
regard to its  conflicts of law  principles.  All  references to sections of the
Exchange  Act or the  Code  will  be  deemed  also  to  refer  to any  successor
provisions to such  sections.  Any payments  provided for hereunder will be paid
net of any applicable  withholding  required under federal,  state or local law.
The obligations of the Bank that arise prior to the expiration of this Agreement
will survive the expiration of the term of this Agreement.

16)  VALIDITY.

     The invalidity or unenforceability of any provision of this
Agreement will not affect the validity or enforceability of any other provision
of this Agreement, which will remain in full force and effect.

17)  COUNTERPARTS.

     This Agreement may be executed in several counterparts,  each of which will
be deemed to be an original but all of which  together will  constitute  one and
the same instrument.

18)  EXPENSES AND INTEREST.

     If a  good  faith  dispute  arises  with  respect  to  the  enforcement  of
Executive's  rights  under  this  Agreement  or  if  any  arbitration  or  legal
proceeding  will be brought in good faith to enforce or interpret  any provision
contained herein, or to recover damages for breach hereof,  and Executive is the
prevailing party, Executive will recover from the Bank any reasonable attorneys'
fees and necessary costs and disbursements  incurred as a result of such dispute
or legal proceeding,  and prejudgment interest on any money judgment obtained by
Executive  calculated at the rate of interest announced by Chase Manhattan Bank,
New York  from time to time as its prime  rate  from the date that  payments  to
Executive should have been made under this Agreement.  It is expressly  provided
that the Bank will in no event  recover  from  Executive  any  attorneys'  fees,
costs,  disbursements or interest as a result of any dispute or legal proceeding
involving the Bank and Executive.

19)  PAYMENT OBLIGATIONS ABSOLUTE.

     The  Bank's  obligation  to  pay  Executive  the  Termination  Benefits  in
accordance  with the provisions  herein will be absolute and  unconditional  and
will not be affected by any circumstances;  provided, however, that the Bank may
apply  amounts  payable  under this  Agreement  to any debts owed to the Bank by
Executive on the date of  Executive's  termination.  All amounts  payable by the
Bank in accordance with this Agreement will be paid without notice or demand. If
the Bank has paid Executive more than the amount to which  Executive is entitled

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under this Agreement, the Bank will have the right to recover all or any part of
such overpayment from Executive or from whomsoever has received such amount.

20)  ENTIRE AGREEMENT.

     This Agreement sets forth the entire  agreement  between  Executive and the
Bank  concerning the subject  matter  discussed in this Agreement and supersedes
all  prior  agreements,  promises,  covenants,   arrangements,   communications,
representations,  or  warranties,  whether  written  or  oral,  by any  officer,
employee or  representative  of the Bank. Any prior agreements or understandings
with  respect  to the  subject  matter  set forth in this  Agreement  are hereby
terminated and canceled.

     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.


                                   FIRST NATIONAL BANK OF CHESTER COUNTY


                                   By: /s/ Deborah R. Pierce
                                       -----------------------------------------
                                       Deborah R. Pierce
                                       Executive Vice President Human Resources




                                       /s/ Susan B. Bergen-Painter
                                       -----------------------------------------
                                       Susan B. Bergen-Painter


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