Executive and Finance Committee Charter



There shall be a Committee of the Board of Directors to be known as the Executive and Finance Committee. The members of the Committee shall be recommended to the Board by the Governance and Nominating Committee and the Committee shall be chaired by the Chief Executive Officer. At least fifty percent of the Committee shall be comprised of directors who are independent of the management of the Company (as defined in the Corporate Governance Policies of the Company) and free of any relationship that in the opinion of the Board of Directors would interfere with his/her exercise of independent judgment as a Committee Member.


Subject to the Company's by-laws and resolutions of the Board, meetings of the Committee may be held at any place from time to time as designated by the Chair of the Committee. A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the Committee. Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting, if prior to such action all members of the Committee consented thereto in writing and the writing is filed with the minutes of proceedings of the Committee. The Committee shall keep a record of its actions and proceedings, and the Chair of the Committee shall make a report thereof from time to time to the Board.

Statement of Policy

The Executive and Finance Committee shall have all of the powers and exercise all of the authority of the Board of Directors between the meetings of the Board and while the Board is not in session, except that it may not amend the articles of incorporation or the bylaws of the Company, authorize a stock split or stock dividend or other dividend or take any other action which committees of boards of directors may not take under Delaware law. The Committee also shall provide assistance to the Board of Directors in fulfilling its oversight responsibilities with respect to the Company's capital structure, financing, dividend policy, strategies, capital expenditures, acquisitions and divestitures.

Roles and Responsibilities

The Committee's primary role and responsibilities are to:

The Committee's secondary role and responsibilities are to:

Adopted by the Board on March 5, 2004