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Executive Committee Charter

A. PURPOSE AND ACTIVITIES

When the Board is not meeting, the Executive Committee (the "Committee") shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Company, provided, however, that the Executive Committee shall not have any power or authority to:

  • amend the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company;
  • adopt an agreement of merger or consolidation;
  • recommend to the stockholders the sale, lease or exchange of all or substantially all of the Company's property and assets, or a dissolution of the Company, or a revocation of such dissolution;
  • declare a dividend; or to issue stock; or
  • adopt a certificate of ownership and merger.

B. MEMBERSHIP

The Committee shall consist of six directors appointed annually by the Board at its May meeting on the recommendation of the Governance Committee. The Board shall designate one member as the Chair. The Board may replace Committee members.

C. MEETINGS

Meetings are scheduled to the extent deemed necessary or appropriate by the Chair of the Executive Committee or the Chairman of the Board. At each regular meeting of the Board, the Executive Committee shall report to the full Board with respect to any Committee meetings or activities. A quorum for the purpose of conducting business at any meeting shall consist of four Directors.

Last Revised: 11/07/02