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Executive Committee Charter

The Board of Directors shall appoint annually the Executive Committee (the "Committee") and appoint its Chairman. The Committee shall have the responsibility and authority as described below. Members of the Committee shall serve at the will of the Board of Directors.

Composition

The Committee shall be comprised of not less than three directors.

Responsibility and Functions

The Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company, except that the Committee shall not have any power or authority in reference to (a) approving or adopting, or recommending to the stockholders, any action or matter expressly required by applicable law to be submitted to stockholders for approval; (b) adopting, amending or repealing any by-law of the Company; or (c) performing any functions that must be carried out by another committee of the Board of Directors pursuant to the requirements of the New York Stock Exchange (or any committee charters implemented in accordance with such requirements) or any applicable laws.

Meetings; Reports

  1. The Committee shall hold meetings as determined by the Board of Directors, Committee or its chairperson.

  2. The Committee shall report the substance of all actions taken by the Committee to the Board promptly after such action is taken. Each such report shall be filed with the minutes of the next meeting of the Board of Directors, as part of the corporate records.

Date adopted: April 22, 2005