As adopted on September 17, 2003
I. Purpose. The Executive Committee's purpose is to exercise all powers of the Board of Directors of the company when it is not practical or not feasible for the Board to meet.
II. Composition. The committee shall be comprised of the chairman of the board and the chairman of each standing board committee. Committee members, including the chairman of the committee, may be removed by the board at any time. The chairman of the board shall serve as the chairman of the committee. With the exception of the chairman, the members of the committee shall meet the independence requirements of the New York Stock Exchange.
III. Meetings. The committee shall meet at such times and places and by such means as the chairman shall determine. The committee shall report regularly about its activities to the board. A majority of the members of the committee shall constitute a quorum.
IV. Duties and Responsibilities. Among its duties and responsibilities, the committee is, authorized and empowered to exercise all powers of the board of directors of the company in the management of the business and affairs of the company except such powers as may be from time to time limited under the corporation laws of the state of Delaware.
V. Outside Advisors. The committee shall have the authority to engage independent counsel and other advisers, as the committee determines necessary to carry out its duties and shall receive appropriate funding, as determined by the committee, from the company for payment of compensation to any such advisors.