1. Purpose

The primary function of the Executive Committee is to exercise all powers of the Board of Directors in the management of the business and affairs of the Company to the extent permitted by law and by the Bylaws of the Company. The Executive Committee shall keep full and fair account of its transactions. All actions by the Executive Committee shall be reported to the Board of Directors at its next meeting succeeding each action. All actions shall be subject to revision and alteration by the Board of Directors in accordance with the resolution establishing the Executive Committee. The Executive Committee’s Charter was established by Board resolution dated April 17, 2003. The Committee shall review and update this Charter periodically as conditions dictate.

2. Composition

The Executive Committee members shall be the Chairman and CEO, the Lead Independent Director and the chairmen of the Audit, Compensation, Corporate Responsibility and Governance Committees. All vacancies in the Executive Committee shall be filled by the Board of Directors and serve until their successors shall be duly elected and qualified.

3. Meetings

The Committee shall meet as required.

4. Responsibilities and Duties

To fulfill its responsibilities and duties, the Executive Committee:

1. Formulates policies to be followed in planning and conducting the business and affairs of the Company and acts as directed by or on behalf of the Board of Directors during intervals between the meetings of the Board of Directors.

2. Reviews and investigates other matters as directed by the Board of Directors.

rev.01.23.09