Executive Committee

Members

William S. Stavropoulos, Chair
Andrew N. Liveris
J. Pedro Reinhard
Harold T. Shapiro

Charter of the Executive Committee

As adopted by the Executive Committee on February 10, 2003, and by the Board of Directors on April 10, 2003.

Purpose:

During the intervals between the meetings of the Board of Directors, the Executive Committee (the "Committee") shall possess and may exercise all the powers of the Board of Directors in the management and direction of the business and affairs of the Company to the fullest extent allowed by the General Corporation Law of Delaware and other applicable regulations and statutes.

Membership:

Pursuant to Sections 4.1 and 4.2 of the Company's Bylaws, the Committee shall consist of the officer who serves as the chief executive officer and not fewer than two other Directors. The Board of Directors may not appoint management employees of the Company or its subsidiaries to be ex officio members of the Committee. The Chairman of the Committee shall be designated by the Board of Directors.

Responsibilities:

The Committee shall possess and may exercise all the powers of the Board of Directors in the management and direction of the Company's business during intervals between Board meetings, consistent with the Bylaws of the Company and the General Corporation Law of Delaware, including the power and authority:

1.       To authorize the issuance of common stock.

2.       To the extent authorized by the Board of Directors, to authorize the issuance of shares of Preferred Stock; to fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Company or the conversion into, or the exchange of such shares for, shares of any other class or any other series of any class of stock of the Company; to fix the number of shares of any series of Preferred Stock and to authorize the increase or decrease of the shares of any series of Preferred Stock.

3.       To declare dividends on stock.

4.       To adopt a certificate of ownership and merger in accordance with the General Corporation Law of Delaware.

Meetings:

The Committee shall meet as often as it deems necessary or appropriate. A majority of the members shall constitute a quorum.

Annual Review of the Charter and Performance:

The Committee Charter shall be reviewed at least annually and revised as appropriate. The Committee shall conduct an annual evaluation of its own performance.

Reports to the Board of Directors:

The Committee shall make regular reports to the Board of Directors.