Executive Committee

In the time between meetings of the Board of Directors, the Executive Committee shall have and may exercise all of the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, to the extent allowed by law, specifically including, without thereby limiting the generality of the foregoing, the authority to declare dividends, to authorize the issuance of stock by the corporation and to adopt a certificate of ownership and merger pursuant to 253 of the Delaware General Corporation Law. The Executive Committee shall inform the Board of Directors of all actions taken by it at the first meeting of the Board of Directors following the taking of any such action.