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Executive Committee Charter

Revised December 17, 1999

The Executive Committee shall consist of at least three members, two of whom shall be outside directors.

The General Counsel shall be the Staff Liaison assigned to the Executive Committee.


The Executive Committee shall hold a minimum of six regular meetings each year, normally in March, May, June, August, September and November. In addition, the Executive Committee shall meet on an as-needed basis or to consider certain critical or time-sensitive corporate issues.

Interim Power of Executive Committee

The Executive Committee shall have and exercise, during the intervals between meetings of the Board, all of the powers vested in the Board of Directors except the following:

  1. the power to fill vacancies in the Board;

  2. the power to change the membership of and to fill vacancies in the Executive Committee;

  3. the power to establish or change the compensation paid to directors for attendance at meetings of the Board or any committee of the Board;

  4. the power to change the Bylaws; and

  5. such other powers as are restricted in the Pennsylvania Business Corporation Law or the Bylaws.

Principal Functions

The principal function of the Executive Committee is to exercise the interim powers delegated to the Executive Committee at any time when it would not be practical for the full Board to meet to review or act upon any matter.

In addition, the Executive Committee shall monitor developments relating to merger and acquisition activities that may have change-in-control implications for the Company. A support team comprised of the Chief Financial Officer, the General Counsel and the Secretary shall assist the Executive Committee in this monitoring function.