The Executive Committee of the Board of Directors shall consist of at least three members of the Board none of whom are employees of the Company. Unless elected by a majority of the full Board, the Committee may designate its own chairman. The Committee shall meet as often as may be deemed necessary or appropriate and at such times and places as it shall determine.




     The functions of the Executive Committee shall be to:

1. review the financial strategy and structure of the Company to ensure conformity with the Company’s strategic plan;

2. advise and consult with management concerning the general financial affairs of the Company including, but not limited to, the capital structure of the Company, financing arrangements and alternatives, dividend policy, stock repurchase programs, currency exchange agreement procedures, loan agreements, capital investment policy and appropriate target rates of return and similar matters of a financial nature;

3. make such recommendations from time to time to the Board for necessary action with respect to the foregoing and other strategic corporate initiatives as shall seem to the Committee to be appropriate.