Corporate Responsibility Committee Charter

1. Purpose

   The purpose of the Corporate Responsibility Committee is to review and define the Company's responsibilities as a good corporate citizen. This includes review of legal, regulatory, intellectual property and governmental policy matters; review of compliance policies and programs; business ethics; and major claims and litigation. The Corporate Responsibility Committee reports regularly to the Board.

2. Responsibilities
   1. Reviews and makes recommendations concerning the Company's roles and responsibilities as a good corporate citizen.
   2. Meets regularly with the Company's Ethics and Compliance Officer to evaluate the adequacy and efficacy of the Company's Code of Corporate Conduct including review of any violations of the Code.
   3. Reviews and considers the Company's policies and efforts with respect to compliance with government contracts, international laws and regulations and export controls.
   4. Reviews and considers major claims and litigation involving the Company and its subsidiaries.
   5. Reviews and assesses its performance on an annual basis.
   6. Review its Charter at least annually and make recommendations to the Board for approval and adoption of the Charter, including any additions, deletions or modifications, as may be deemed appropriate.
3. Membership and Organization
   1. The Corporate Responsibility Committee shall be composed of at least three members.
   2. Corporate Responsibility Committee members shall be designated by the Board annually and shall serve until such member's successor is duly designated or until such member's earlier resignation or removal. Any member of the Compensation Committee may be removed from the Committee, with or without cause, by a majority vote of the Board.
   3. The Chairperson of the Committee shall be designated by the Board. The Secretary of the Corporation shall be the Secretary of the Board Corporate Responsibility Committee unless the Committee designates otherwise.
   4. The Chairperson of the Committee shall be responsible for scheduling all meetings of the Committee and providing the Committee with a written agenda for each meeting. The Chairperson shall preside at meetings of the Committee.
   5. The Committee shall meet as often as may be deemed necessary or appropriate. The Committee may ask members of management or others to attend meetings or to provide relevant information. The Committee shall periodically meet in executive session absent management.
   6. The Committee may delegate authority to act upon specific matters within determined parameters to a subcommittee consistent with the delegation of such powers to the Committee by the Board.
   7. The Chairperson of the Corporate Responsibility Committee shall not serve in that capacity for longer than a four-year term.