EXECUTIVE COMMITTEE CHARTER

I. Organization.

The Executive Committee (the "Committee") shall consist of the Chairman of the Board and three or more directors designated by the Board of Directors who satisfy the independence requirements as defined in the applicable listing standards of the New York Stock Exchange. Members of the Committee may be removed by the Board of Directors at any time.

Meetings of the Committee shall be called by the Chairman of the Board, the Secretary of the Corporation, the Chairman of the Committee, or any two Committee members. The determination of a quorum for the transaction of business at any meeting shall be made in accordance with the By-Laws of the Corporation, and all matters shall be determined by a majority vote of the members present.

II. Purpose of the Committee.

The purpose of the Committee shall be to act for the full Board of Directors in emergency situations requiring Board action where time constraints preclude a meeting of at least a quorum of the full Board. It is expected that meetings and action of the Committee should be rarely, if ever, required; and if required, it is the Committee's responsibility to see that a meeting of the full Board of Directors is held as soon as possible to review and ratify, or otherwise act with respect to, the matters acted upon by the Committee.

III. Performance Evaluation.

The Committee shall evaluate its performance during each fiscal year in which it meets.

IV. Charter Review.

The Committee shall review and reassess the adequacy of this Charter during each fiscal year in which it meets.