EXECUTIVE COMMITTEE CHARTER

As approved by the Board of Directors on August 14, 2012

Membership
The Committee shall:

• Be appointed by the Board of Directors, who has the sole authority to appoint and remove members.
• Be comprised of a minimum of four members of the Board of Directors.
• Include the Chairman of the Board, Chief Executive Officer, Lead Director, if the Chairman of the Board is deemed not independent, and additional members who satisfy all applicable independence requirements.

Duties and Responsibilities
The Committee shall:

• Manage the business and affairs of the Company in the interim between meetings of the Board of Directors.
• Have and may exercise the powers of the Board, except as limited by Maryland statute, the Articles of Incorporation or Bylaws.
• Periodically review and assess its Charter and recommend any changes to the full Board for approval.
• Have the power, in its discretion, to retain at the Company's expense such independent counsel and other advisors and experts, as it deems necessary or appropriate to carry out its duties.
• Meet as often as necessary, or act by written consent, to enable it to fulfill its responsibilities and duties as set forth therein.
• Report any actions taken or matters discussed at each meeting of the Committee.
• Take such other action and do such other things as may be referred to it from time to time by the Board.

Limitations
The Committee shall not have the authority to:

• Amend the bylaws or recommend to the stockholders any action or matter that requires stockholder approval under Maryland law.
• Take any action or address any matter reserved or committed to another committee of the Board under the Bylaws of the company or under the charter of any other committee adopted by the Board.
• Address any matter or take any action that is not otherwise not within the authority of the Committee as determined by the action of the Board.

AUDIT COMMITTEE CHARTER

As approved by the Board of Directors on February 17, 2010

Purpose and Responsibility
The primary function of the Audit Committee is to represent and assist the Board in fulfilling its oversight responsibility regarding

• The integrity of the Company's financial statements
• The appropriateness of the Company's accounting policies
• The adequacy of the Company's internal controls and the integrity of the Company's financial information reported to the public.
• The performance of the Company's internal audit function
• The selection, qualifications, independence and performance of the Company's Independent Auditors.
• The Company's compliance with legal and regulatory requirements

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are presented fairly in all material respects in accordance with generally accepted accounting principles. These are the responsibilities of management and the independent auditor. Nothing contained in this Charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the members of the Committee.

Membership

• The Committee shall be comprised of no fewer than three independent members of the Board
• To be considered independent, each Committee member must: (1) meet the independence requirements of the New York Stock Exchange, the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC, (2) must not accept any compensation from the Company either directly or indirectly other than compensation as a Board member, Committee member or as a member of any other committee of the Board and (3) must not be an affiliated person of the Company or any of its subsidiaries
• The members of the Committee shall be nominated by the Nominating and Corporate Governance Committee and elected annually by the Board to serve until their successors are duly elected and qualified.
• All members of the Committee shall be financially literate as determined by the Board, or must become financially literate within a reasonable period of time after their appointment to the Committee, and at least one member of the Committee shall be an audit committee financial expert, as defined by the SEC
• Committee members shall not simultaneously serve on the audit committees of more than two other public companies
• Committee members may be removed by a majority of the Board at any time, with or without cause

Meetings and Procedures

• The Committee shall meet at least four times annually or more frequently as circumstances dictate
• The Committee may meet in person, telephonically or electronically, or by any other means permitted by law or the Company's By-laws
• As part of its responsibility to foster free and open communication, the Committee shall meet periodically with management, the internal auditors and the independent auditor in separate executive sessions
• A majority of the members of the Committee shall constitute a quorum and the Committee shall act on the affirmative vote of a majority of the members present at a meeting at which a quorum is present
• The Committee may take action by the unanimous written consent of the members in lieu of a meeting
• Special meetings of the Committee may be called by the Chairman or any two members of the Committee
• The Committee shall report to the Board any material actions taken or significant matters discussed at each meeting of the Committee
• The Committee shall keep written minutes of its meetings which minutes shall be maintained with the books and records of the Company. Any member of the Board shall be provided with copies of such Committee minutes if requested
• The Committee will discuss with the Board any material issues that arise with respect to the quality or integrity of the Company's financial statements, the Company's compliance with regulatory requirements, the performance and independence of the Company's independent auditor, or the performance of the internal audit function

Duties and Responsibilities

The Committee will have broad authority and powers in fulfilling its purpose and discharging its responsibilities.

Resources

• The Committee shall maintain free and open communication between the Committee, independent auditor, the internal auditors, and Management of the Company
• The Committee shall be empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company and have the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties
• The Committee shall receive appropriate funding from the Company, as determined by the Committee, for payment of compensation to any such counsel and advisor

Independent Auditor

In connection with its oversight of the independent auditor, the Committee shall

• Be directly responsible for the appointment, approving the compensation, retention, and termination of the independent auditor
• Review and approve the terms of the engagement of the independent auditor, including the scope of their audit, proposed fees and personnel qualifications
• Be directly responsible for the oversight of the work of the independent auditor, including resolution of disagreements between Management and the auditor regarding financial reporting.
• Pre-approve all audit and non-audit services and fees provided by the independent auditor and shall not engage the independent auditor to perform the specific non-audit services proscribed by law or regulation. The Committee may delegate pre-approval authority to the Chairman of the Audit Committee. The decisions of the Chairman of the Audit Committee to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting
• Periodically review information from the independent auditor regarding the independent auditor's qualifications, independence and performance. At least annually, consider the independence of the independent auditor, including whether their performance of permissible non-audit services is compatible with their independence, and (to assess the auditor's independence) receive and review a report by the independent auditor describing any relationships between the independent auditor and the Company or any other relationships that may adversely affect the independence of the independent auditor
• Require the rotation of the lead audit partner of the independent audit firm every five years, with a two-year timeout provision. The Committee shall establish when the five-year limit will be reached for the current lead audit partner. At least one year prior to that time, the Committee shall discuss transition plans for the new lead audit partner. The five-year limit will be reviewed annually with the independent auditor
• Set clear hiring policies for employees or former employees of the independent auditor that meets the SEC regulations and stock exchange listing standards
• Receive and review required communications from the independent auditor, including the independent auditor's report concerning
  • critical accounting policies and practices to be used
  • all alternative treatments of financial information within GAAP for policies and practices related to material items that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent auditor, an
  • other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences

• At least annually, receive and review the independent auditor's report on
  • the independent auditor's internal quality control procedures
  • any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues

Internal Audit

The Committee shall

• Review and concur in the appointment and replacement of the head of internal audit
• Review the objectivity, organization structure, staff qualifications and responsibilities of the internal audit department

Risk Assessment and Risk Management

• The Committee shall review and discuss with management, the internal auditors and the independent auditor the Company's policies and procedures with respect to risk assessment and risk management, and inquire about significant risks and exposures, if any, and the steps taken to monitor and minimize such risks

Controls and Significant Accounting Policies

The Committee shall

• Review with management and the internal auditors the adequacy and effectiveness of the Company's internal controls, financial controls and disclosure controls and procedures and the Report of Management on Internal Control over Financial Reporting
• Review with the independent auditor and management the independent auditor's Annual Report on Internal Control over Financial Reporting
• Review with management and the independent auditor the Company's significant accounting policies
• Review with the independent auditor any audit problems, differences or difficulties and management's response

Financial Reports and Disclosures

The Committee shall:

• Review with management and the independent auditor the Company's Form 10-K, including the Company's annual audited financial statements and disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations and recommend for Board approval the inclusion of the financial statements in the Form 10-K for filing with the Securities and Exchange Commission
• Discuss with management and the independent auditor the Company's quarterly financial statements and disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations
• Discuss with management and the independent auditor the procedures employed to ensure compliance with Sarbanes-Oxley sections 302 and 404, including policies and procedures regarding adequacy of financial reporting and disclosure controls
• Prepare and approve the Audit Committee report for the Company's proxy statement
• Review with management and the independent auditor the earnings press releases
• Periodically discuss with management and the independent auditor policies regarding earnings releases, financial information and earnings guidance provided to analysts and rating agencies

Compliance and Legal Matters

The Committee shall

• Review with the appropriate members of management the Company's Compliance Program, material litigation and other legal matters as appropriate
• Review at least annually the Company's Code of Conduct to ensure that it is adequate and up to date as it relates to financial responsibility
• Establish and review periodically procedures for
  • receipt, retention and treatment of complaints regarding the Company's accounting, internal accounting controls and auditing matters
  • employees to submit confidentially and anonymously concerns regarding questionable accounting and auditing matters

Performance Evaluation and Charter Review

The Committee shall annually

• Conduct an annual performance assessment on the Committee in conjunction with the Nominating and Corporate Governance Committee, the results of which shall be reported to the full Board by the Nominating and Corporate Governance Committee
• Review and reassess its charter in conjunction with the Nominating and Corporate Governance Committee and recommend any proposed changes to the full Board for approval

EXECUTIVE COMPENSATION AND EMPLOYEE BENEFITS COMMITTEE CHARTER

As approved by the Board of Directors on February 20, 2012

The primary function of the Executive Compensation and Employee Benefits Committee is to assist the board of directors in fulfilling its oversight responsibilities regarding:

• Compensation and benefits of the Company's chief executive officer and other executive officers.
• Evaluation of the performance of the chief executive officer.
• Responsible for producing an annual report on executive compensation for inclusion in the Company's proxy statement.
• Consideration, recommendation, administration and implementation of the Company's executive incentive-compensation plan,  all equity-based plans and employee benefit plans.

• The Committee shall be comprised of at least three members of the board.  All members of the Committee will be independent directors (as determined by the board) under the independence requirements of applicable law, the rules and regulations of the NYSE and the Company's Corporate Governance Guidelines.
• Committee members shall be free from any relationship that, in the opinion of the board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
• The Committee members shall be nominated by the Nominating and Corporate Governance Committee and elected annually by the board.
• Committee members may be removed by a majority of the board at any time, with or without cause.

• The Committee shall meet as often as necessary, but at least twice a year, to carry out its responsibilities.
• The Committee may meet in person, by telephone or by any other means permitted by law or the Company's By-laws.
• A majority of the members of the Committee shall constitute a quorum.  The Committee shall act on the affirmative vote of a majority at a meeting at which a quorum is present.
• The Committee may take action by unanimous written consent in lieu of a meeting.
• In its discretion, the Committee shall have the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
• The Committee shall keep written minutes of its meetings which minutes shall be maintained with the books and records of the Company.  Any member of the board shall be provided with copies of such Committee minutes if requested.
• The Committee shall report to the board actions taken or matters discussed at each meeting of the Committee.
• Special meetings of the Committee may be called by the chairman or any two members of the Committee.
• The Committee shall have the authority to conduct or authorize investigations into any matter within the scope of the responsibilities delegated to the Committee as it deems appropriate.

The Committee shall have the following authority and powers in fulfilling its purpose and discharging its responsibilities.

Resources

• The Committee shall have the sole authority to retain and terminate any legal counsel or compensation or other consultant to be used to assist in the evaluation of executive compensation and shall have sole authority to approve the consultant's fees and other retention terms.  The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors and the sole authority to approve the payment of such advisors' fees and other retention items.  All fees and other retention items for compensation consultants, internal or external legal, accounting or other advisors shall be paid by the Company.
• The Committee shall appoint counsel, specialists, advisers, agents and other persons, as the Committee deems necessary or advisable in connection with the administration of the Company's Retirement Plan and Thrift Plan.
• The Committee shall have access to internal advisors and all other resources within the Company to assist it in carrying out its duties and responsibilities.

Compensation Philosophy and Programs

• The Committee shall, in consultation with senior management, establish the Company's general executive compensation philosophy and objectives to ensure that management is rewarded appropriately for its contributions to Company growth and profitability.
• The Committee shall review and approve the structure of the Company's plans for executive compensation, incentive compensation, equity-based compensation and its general employee benefit plans (including retirement and health insurance plans), and report or recommend to the board any new plans or any changes in the objectives and structure of the plans.
• The Committee shall periodically assess the Company's competitive position with respect to each component of executive compensation (including base salary, annual incentives, long-term incentives, and supplemental executive benefit programs) and in total by reviewing compensation programs and practices against relevant external benchmarks including but not limited to the prevailing business environment and the Company's current and future business objectives.
• The Committee shall consider whether the structure of the Company's compensation programs encourage employees to take undue business risks to meet performance targets.
• The Committee shall ensure that stockholders are given the opportunity to vote on equity-compensation plans as required by law, applicable listing standards, the Company's Charter, Bylaws or Corporate Governance Guidelines
• The Committee shall review and recommend to the board how frequently the Company should permit stockholders to have an advisory vote on executive compensation ("say-on-pay"). This review should take into account the historical results of stockholder advisory votes on the frequency of say-on-pay resolutions at the Company.
• Following each stockholder meeting at which say-on-pay resolutions are proposed for a stockholder advisory vote, the Committee shall review the results of the advisory vote, and consider whether to make any adjustments to the Company's executive compensation policies and practices.

Chief Executive Officer Compensation

• The Committee shall set corporate goals and objectives relevant to the chief executive officer's ("CEO") compensation.  The Committee shall be responsible for conducting an annual review and evaluation (including a written evaluation) of the CEO's performance in light of such goals and objectives and establish the compensation level for the CEO based on this evaluation. In determining the CEO compensation, the Committee shall consider, among other things the Company's performance and relative shareholder return, the prevailing business environment, the Company's current and future business objectives, the value of similar incentive awards to the CEO at comparable companies, and the awards given to the Company's CEO in past years.
• The Committee shall have the sole authority to approve, amend or terminate with respect to the CEO the following based on this evaluation: (a) annual base salary, (b) annual incentive opportunity, (c) long-term opportunity, (d) any special or supplemental benefits except as noted below.

Executive Officer Compensation

• The Committee shall annually review the compensation of the executives of the Company who are reporting officers under Section 16 of the Securities Exchange Act of 1934 ("Executive Officers").  The Committee shall have the sole authority to approve, amend or terminate for the Executive Officers the following: (a) annual base salary, (b) annual incentive opportunity, (c) long-term incentive opportunity, and (d) any special or supplemental benefits except as noted below.

Benefit Plans

• The Committee shall consider, recommend, administer and implement the Company's equity-based plans in which directors and the CEO, other Executive Officers and other employees of the Company and its subsidiaries may be participants.
• The Committee shall review and approve the amounts and terms of grants under any equity based plan of the Company.  The Committee shall review the amounts and terms of all individual grants to the CEO and Executive Officers.
• The Committee shall annually assess the desirability of proposing changes and make recommendations to the Board with respect to equity-based plans and any increase in shares reserved for issuance under existing equity plans.
• The Committee shall approve or recommend to the board for approval, subject, where appropriate, to submission to stockholders, all new equity-based compensation programs.
• The Committee shall periodically review the number, type, and appropriateness of the Company's pension, health, welfare, and benefit plans and shall recommend any changes to the board.

Appointment and Monitoring of Fiduciaries

• The Committee shall serve as the Administrator of the Company's Retirement Plan and Thrift Plan.
• The Committee shall carry out appropriate fiduciary responsibilities as defined in each of the Company's Retirement Plan and Thrift Plan or other qualified plan document.
• The Committee shall review and recommend approval of qualified benefit plan Trustees to the Board.

Reports and Authority

• The Committee shall prepare a report on executive compensation for inclusion in the Company's annual meeting proxy statement.
• The Committee shall prepare an annual report for presentation to the board on the CEO's compensation.
• The Committee shall establish, and modify from time to time as appropriate, the stock ownership policy with regard to the officers of the Company.  The Committee shall annually monitor compliance with this policy.
• The Committee shall perform such other duties and responsibilities pertaining to compensation matters as may be assigned to the Committee by the board.
• The following matters shall be presented as a recommendation to the board and shall be subject to the approval by the board:  (a) any action, including, but  not limited to, the adoption or amendment of any non-qualified equity compensation plan that is required by law or regulation to be submitted to the shareholders of the Company for approval, and b) any approval, material amendment or termination of change in control, severance, or similar agreements applicable to members of the board or Executive Officers of the Company.  In the event the recommendation of the Committee is not approved by the board, the recommended action must be returned to the Committee for further consideration.  Any revised Committee recommendation regarding such item must be resubmitted to the board for its approval.

Succession Planning

• The Committee shall oversee succession planning for senior management of the Company, including consulting on an ongoing basis with the CEO and the board to remain abreast of management development activities.
• The Committee shall, review the performance and advancement potential of current and future senior management and succession plans for each and review the retention of high-level, high potential succession candidates.
• The Committee shall, at least annually, report to the Board on succession planning for senior management of the Company.

Performance Evaluation and Charter Review

• At least annually, the Committee shall review and reassess the adequacy of this Charter in conjunction with the Nominating and Corporate Governance Committee and recommend any proposed changes to the board for approval.
• At least annually, the Committee shall conduct an annual performance assessment of the Committee in conjunction with the Nominating and Corporate Governance Committee, the results of which shall be reported to the board.

As approved by the Board of Directors on August 14,2012

The primary function of the Nominating and Corporate Governance Committee (the "Committee") is to assist the board of directors in fulfilling its oversight responsibilities by:

• Establishing, implementing and monitoring policies and processes regarding principles of corporate governance applicable to the Company and compliant with requirements.
• Reviewing and making recommendations to the board regarding the board leadership structure and its committees' composition.
• Establishing criteria for evaluating board and committee membership.
• Evaluating corporate policies relating to the recruitment of board members.
• Identifying qualified individuals to become board members, consistent with criteria approved by the board.

• The Committee shall be comprised of at least three members of the board. All members of the Committee will be independent directors (as determined by the board) under the independence requirements of applicable law, the rules and regulations of the NYSE and the Company's Corporate Governance Guidelines.  The members of the Committee serve at the discretion of the board.
• Committee members shall be free from any relationship that, in the opinion of the board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
• The Committee members shall be nominated by the Committee and elected annually by the board.
• Committee members may be removed by a majority of the board at any time, with or without cause.
• The chairman of the Committee shall be elected by the board.

• The Committee shall meet as often as necessary, but at least once each year, to carry out its responsibilities.
• The Committee may meet in person or by telephone, or by any other means permitted by law or the Company's By-laws.
• A majority of the members of the Committee shall constitute a quorum and the Committee shall act on the affirmative vote of a majority at a meeting at which a quorum is present.
• The Committee may take action by the unanimous written consent in lieu of a meeting.
• In its discretion, the Committee shall have the authority to delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
• The Committee shall report to the board actions taken or matters discussed at each meeting of the Committee.
• The Committee shall keep written minutes of its meetings which minutes shall be maintained with the books and records of the Company. Any member of the board shall be provided with copies of such Committee minutes if requested.
• Special meetings of the Committee may be called by the chairman or any two members of the Committee.
• The Committee shall have the authority to conduct or authorize investigations into any matter within the scope of the responsibilities delegated to the Committee as it deems appropriate.

The Committee will have broad authority and powers in fulfilling its purpose and discharging its responsibilities.

Resources

• The Committee shall have the sole authority and responsibility to select, evaluate, retain and, where appropriate, terminate any search firm to be used to identify qualified director candidates, including the sole authority to approve such search firm's fees and other retention terms.
• The Committee shall have the power, in its discretion, to retain at the Company's expense such independent counsel and other advisors and experts, as it deems necessary or appropriate to carry out its duties.
• The Committee shall have access to internal advisors and all other resources within the Company to assist it in carrying out its duties and responsibilities.

Board Composition, Nominations and Committees

• The Committee shall recommend to the board nominees for election at the annual stockholders' meeting.   Director candidates must be designated to represent the holders of common stock or the holders of Class A common stock in accordance with the Charter and the By-Laws of the Company.
• Prior to nominating an existing director for re-election to the board, the Committee shall consider and review the existing director's: a) board and committee meeting attendance and performance; b) length of board service; c) experience, skills and contributions that the existing director brings to the board; and d) independence.
• The Committee shall review and monitor the composition of the board to ensure that a majority of the directors are "independent directors" within the meaning of any rules and laws applicable to the Company.
• The Committee shall review periodically and make recommendations regarding the size, composition, operation, practice and tenure policies of the board as appropriate.
• In the event that a director vacancy arises and the board determines it necessary to fill such vacancy, the Committee shall seek and identify a qualified director nominee to be recommended to the board for either appointment by the board to serve the remainder of the term of the director position that is vacant or election at the stockholder's annual meeting in conformity with the requirement set forth in the Company's Corporate Governance Guidelines.  The Committee shall evaluate and, if deemed necessary, recommend the termination of board membership of any director in accordance with the Code of Conduct.
• The Committee shall review periodically all board committees and recommend to the board changes, as appropriate, in the number, responsibilities, membership and chairs of the committees.

Independence of Directors

• The Committee shall ensure that the Company has an appropriate policy on potential conflicts of interest including but not limited to, the policies on related-party transactions (including any dealings with directors, officers or employees and such other transactions that could have the appearance of a potential conflict of interest).
• The Committee shall review existing and potential conflicts of interest for directors and senior officers and make appropriate recommendations to the board.
• The Committee shall review all related party transactions in accordance with the Board's procedures for the approval, ratification and review of ongoing related-person transactions.  The Committee shall monitor and report to the board whether there is any current relationship between any director and the Company that may adversely affect the independent status of the director.

Director compensation

• The Committee shall review and recommend all matters pertaining to fees and retainers paid to directors for board and committee service and for serving as chairman of the board or chairman of a board committee.
• The Committee shall have sole authority to employ consultants or advisors to evaluate director compensation and to approve consulting fees and other advisory fees.

Corporate Governance Matters

• At least annually, the Committee shall review the Company's compliance with the corporate governance requirements established by the New York Stock Exchange, the requirements established under the Sarbanes-Oxley Act and other applicable laws and regulations relating to corporate governance and recommend to the board any proposed changes to the  the Company's corporate governance polices.
• The Committee shall periodically review the leadership structure of the board.
• At least annually, the Committee shall review and recommend to the board any proposed changes to the  Company's Code of Conduct.
• The Committee shall review and monitor any waiver request of the Company's Code of Conduct by an executive officer or director and ensure such waiver be disclosed to stockholders under applicable NYSE rules.
• The Committee shall review all stockholder proposals submitted to the Company, including any proposal relating to the nomination of a member to the board, and the timeliness of the submission thereof and recommend to the board appropriate action on each such proposal.
• The Committee shall establish, and modify from time to time as appropriate, the stock ownership policy with regard to directors of the Company.  The Committee shall annually monitor compliance with this policy.
• The Committee shall review and recommend, as appropriate, director orientation and continuing education programs for members of the board.
• The Committee shall establish procedures in which shareholders will be able to communicate in writing with members of the board by regular mail.
• The Committee shall take such other actions regarding the Company's corporate governance that they deem in the best interests of the Company and its stockholders as the Committee deems appropriate or required by any regulatory body.

Performance Evaluation and Charter Review

• At least annually, the Committee shall review, in conjunction with the other board committees the adequacy of their charters and recommend any proposed changes to the board for approval.
• At least annually, the Committee shall review and reassess the Company's By-Laws and to ensure compliance with any principles of corporate governance and recommend any proposed changes to the board for approval.
• At least annually, the Committee shall review the status of the Company's compliance structure and programs and recommend any proposed changes to the board for approval.
• At least annually, the Committee shall establish the evaluation criteria and implement the process for the performance evaluation of the board.
• At least annually, the Committee shall review its own performance and report the results to the board.
• At least annually, the Committee shall ensure that each board committee reviews their own performance and reports the results to the Committee who will make a report to the board.