EXECUTIVE COMMITTEE CHARTER

PURPOSE

The Executive Committee is appointed by the Board to provide board oversight, direction and counsel to the chief executive officer of the Corporation on all policy matters.

The Executive Committee shall be routinely involved in matters affecting the strategic direction of the Corporation including development and acquisition activities.

The Executive Committee shall monitor the financial performance of the Corporation and the adequacy of capital.

The Executive Committee shall assist and guide the chief executive officer in the resolution and implementation of major management decisions.

COMMITTEE MEMBERSHIP

The Executive Committee shall consist of no fewer than five members, a majority of whom shall meet the independence requirements of the New York Stock Exchange. Committee members may be replaced by the Board.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

  1. The Executive Committee shall have all of the authority to act on behalf of the Board of Directors on all matters when the Board is not in session except that the committee shall not have the power or authority to amend the Articles of Incorporation, adopt an agreement of merger or consolidation, recommend to the shareholders the sale, lease or exchange of all or substantially all of the Corporationís property and assets, recommend to the shareholders a dissolution of the Corporation or revocation of a dissolution, amend the Bylaws of the Corporation, fill vacancies in the Board of Directors, or fix compensation of the directors serving on the Board or on a committee. The Executive Committee shall have the authority to declare a dividend and to authorize the issuance of capital stock.
  2. The Executive Committee, through its chairman, shall report to the Board at each regularly scheduled meeting of the Board of Directors on the activities of the committee.