CHARTER OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS

1.       Purpose and General Responsibilities

The function of the Executive Committee ("Committee") is to assist the Board of Directors ("Board") in fulfilling its oversight responsibilities.

To perform this function, the Committee shall have the authority to perform the specific duties enumerated in this Charter and, upon the direction or approval of the Board, to undertake other activities on behalf of the Board. The Committee is authorized to request reports on matters related to its authority, its duties as described in this Charter and on any subject that it deems related to its responsibilities. All employees of the Company shall cooperate as requested by the Committee. The Committee shall recommend to the Board any extensions or changes in the authority or duties of the Committee that it deems appropriate.

The Committee's primary responsibilities include:

         Exercising in the intervals between the meetings of the Board its powers with respect to the executive management of the business and affairs of the Company;

         Undertaking the consideration of, and acting upon, such matters as shall be delegated to the Committee by the Board; and

         The consideration of and making recommendations to the Board on certain matters with respect to the business and affairs of the Company.

The Executive Committee shall not be delegated the duties of any other committees serving under the Board but may assist such committees in the furtherance of their duties, as appropriate. The Executive Committee shall assist the Audit, Compensation, Nominating and Corporate Governance Committees, as directed by those Committees, to assist them in the execution of their duties which are required by law.

2.       Membership and Organization

The Committee shall have a Chairman appointed by the Board. The Committee shall consist of that number of directors as the Board shall determine from time to time, such number not to be less than two members.

The Committee may delegate its authority to a subcommittee or subcommittees.

3.       Meeting Attendance and Minutes

The Committee shall meet at such times as the Chairman of the Committee shall designate and notice of such meetings shall be given to Committee members in accordance with the manner set forth in the bylaws of the Company which notices of meetings of the Board are given. One-third of the Committee, but not less than two members, shall constitute a quorum for the transaction of business. Unless the Committee by resolution determines otherwise, any action required or permitted to be taken by the Committee may be taken without a meeting if all members of the Committee consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Committee. As necessary or desirable, the Chairman of the Committee may require that any members of management be present at meetings of the Committee. Members of the Committee may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another, and such participation shall constitute presence in person at such meeting.

The Committee shall report to the Board periodically or as required by the nature of its duties on all of its activities and shall make such recommendations to the Board as the Committee decides are appropriate.

4.       Responsibilities and Duties

Executive Committee Charter

The Committee shall review this Charter periodically for adequacy and recommend to the Board any necessary changes.

Management of Business Affairs

The Board of Directors may delegate to the Committee the authority to exercise the powers of the Board in the management of the business and affairs of the Corporation in the intervals between Board meetings, except that the Committee shall not have the power or authority to take any action which is required by law to be taken by the Board or the Audit, Compensation, Nominating and Corporate Governance Committees.

The Executive Committee shall have the following authority and/or opportunities:

         to preliminarily screen, discuss and recommend matters that are to be brought before the Board;

         to act for the Board in any situation that needs immediate action, to the extent permitted by law;

         to be utilized when not able to convene the Board, or as an immediate and accessible contact for the Company's Chief Executive Officer;

         to consider, approve, finalize and implement contractual relationships, Company programs and plans, and such similar matters relating to the business and affairs of the Company, as directed by the Board;

         to monitor developments with respect to other companies' boards, observe practices in other companies, and recommend changes that may be desirable for the Company;

         to approve the issuance and sale of securities or shares of the Corporation (including subsidiaries) or designate the terms of a series of a class of securities or shares;

         to review merger and acquisition and divestment activity and make recommendations; and

         to interface closely with the Company's Chief Financial Officer.

5.       Committee Governance; Limits of Responsibility

The Committee may establish such rules and procedures as it believes are necessary to fulfill its duties and responsibilities under the Charter.

All action(s) taken or authorized by the Committee shall be reported to, for ratification by, the Company's Board of Directors at its meeting next succeeding such action(s) by the Committee.

6.       Advisors

The Committee shall have the authority, at the expense of the Company, to retain such independent consulting, legal and other advisors as it shall deem appropriate.

7.       Performance Review

The performance of the Committee shall be evaluated annually by the Board.

The Executive Committee's responsibilities and powers as delegated by the Board of Directors are set forth in this Charter. The Committee relies to a significant extent on information and advice provided by management and independent advisors. Whenever the Committee takes an action, it exercises its independent judgment on an informed basis that the action is in the best interests of the Company and its shareholders.