The Executive Committee shall have all of the power and authority of the Board of Directors in the management of the business and affairs of the Company, but the Committee shall not have the power to:

1.        Amend the certificate of incorporation

2.        Adopt an agreement of merger or consolidation

3.        Recommend to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets

4.        Recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution

5.        Amend the by-laws

6.        Declare a dividend or authorize the issuance of stock.