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Corporate Governance - Committee

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Committee of Outside Directors
Standing Resolution Adopted by
The Board of Directors -- Regular Meeting
April 19, 1996


RESOLVED, THAT:

1. Pursuant to Section 23 of the Corporation's Bylaws, there is hereby established a Committee of Outside Directors of this Board of Directors consisting of all members of the Board of Directors who are not officers, employees, or former officers of the Corporation or one of its subsidiaries.

2. The Committee of Outside Directors shall review and evaluate the performance of the chief executive officer of the Corporation and shall establish individual and corporate goals and strategies relating to the Corporation's chief executive officer.

3. The Committee of Outside Directors shall meet at least twice during each calendar year, under the leadership of one of its members.

4. The Committee of Outside Directors shall also review other matters as it, in its discretion, considers appropriate, including but not limited to the performance and processes of the Board of Directors and the flow of information to and from the Board of Directors, the Corporation's management, and the Corporation's shareholders. The Committee shall make recommendations, if appropriate, to the Board of Directors with respect to matters considered by the Committee.

5. The foregoing is a standing resolution and will remain in full force and effect until duly modified or rescinded. It supersedes all prior resolutions of this Board of Directors with respect to its subject matter, except to the extent that such prior resolutions provide authority for actions commenced but not yet completed prior to the date of this resolution.
Committee Members
Committee MemberWarren Bryant
Committee MemberJoseph DePinto
ChairpersonRakesh Gangwal
Committee MemberWilliam Montgoris
Committee MemberFrancesca Ruiz de Luzuriaga
Committee MemberDavid M. Szymanski
Outside Directors Charter