Executive Committee Charter

The Executive Committee shall have all of the power and authority of the Board of Directors in the management of the business and affairs of the Company but the Committee shall not have the power to:

1.  Amend the certificate of incorporation 
2.  Adopt an agreement of merger or consolidation 
3.  Recommend to the stockholders the sale lease or exchange of all or substantially all of the corporation’s property and assets 
4.  Recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution 
5.  Amend the by-laws 
6.  Declare a dividend or authorize the issuance of stock.

The Committee shall be composed of a minimum of three directors. With the exception of the Chief Executive Officer who may be a member of the Committee all members of the Committee shall be independent according to independence standards established by the Board consistent with applicable statutes regulations and listing standards of The New York Stock Exchange. The Board shall appoint members of the Committee annually including a Director to serve as Committee Chair after consideration of nominations by the Governance Committee. 

As permitted by the Company’s Amended and Restated By-Laws in the absence or disqualification of a member of the Committee the member or members thereof present at any meeting and not disqualified from voting whether or not he or they constitute a quorum may unanimously appoint another independent Director to act as a member of the Committee at the meeting in place of any such absent or disqualified member. 

September 2013