The Executive Committee shall consist of not less than three directors, all of

whom shall be “independent” directors within the meaning of Section 6 of the Corporate

Governance Guidelines, except that the Executive Committee shall be chaired by the

Chairman of the Board, who may be an employee of the Corporation. Except to the

extent restricted by the Delaware General Corporation Law or the Corporation’s

Certificate of Incorporation, the Executive Committee shall, when the Board is not in

session, have and may exercise all the powers and authority of the Board in the

management of the business and affairs of the Corporation, including, without limitation,

the power and authority to declare a dividend, to authorize the issuance of stock, and to

adopt a certificate of ownership and merger pursuant to of the Delaware General

Corporation Law. The Executive Committee shall provide such guidance and assistance

to Management as may be requested from time to time and consider such other matters,

including significant matters of public policy which may affect the Corporation, as may

be referred to it by the Board or properly brought before it.