2004 Committee Charter : KSE

Purpose and Authority

The Executive Committee shall have and may exercise during intervals between
meetings of the Board of Directors, all the powers vested in the Board except
for those powers and authorities which, under New York law, are reserved for the
Board of Directors, and further subject at all times to limitations by the


The Executive Committee shall be comprised of the Chairman of the Board and a
number of directors, as designated by the Board. Unless otherwise provided by
the Board, the Chairman of the Board shall be the Chairman of the Executive
Committee. Committee members shall be appointed, continued or replaced at the
discretion of the Board.

Administrative Procedures

The Executive Committee shall meet at as frequently as is deemed necessary.

The attendance of non-members of the Executive Committee is permitted at the
invitation of the Executive Committee Chairman. A quorum shall consist of a
majority of the members. In the event of the absence of any member or members
from a meeting, alternate members may be designated by the Executive Committee
Chairman. The Executive Committee Chairman shall report the Committee's
activities to the Board.