Executive Committee Charter

Revised May 23, 2007

The Executive Committee shall consist of at least three members, two of whom shall be outside directors.

The General Counsel shall be the Staff Liaison assigned to the Executive Committee.

Meetings

The Executive Committee is expected to meet during those months that the Board of Directors does not meet, normally in February, April, June, August, October and December. In addition, the Executive Committee shall meet on an as-needed basis or to consider certain critical or time-sensitive corporate issues.

Interim Power of Executive Committee

The Executive Committee shall have and exercise, during the intervals between meetings of the Board, all of the powers vested in the Board of Directors except the following:

1. the power to create or fill vacancies in the Board;
   
   
2. the power to change the membership of and to fill vacancies in the Executive Committee;
   
   
3. the power to establish or change the compensation paid to directors for attendance at meetings of the Board or any committee of the Board;
   
   
4. the power to change the Bylaws; and
   
   
5. such other powers as may not be exercised by a committee under the Pennsylvania Business Corporation Law or the Bylaws.

Principal Functions

The principal function of the Executive Committee is to exercise the powers of the Board of Directors at any time when it would not be practical for the full Board to meet to review or act upon any matter.