dividend committee enabling resolution

Ronald W. Burkle
John S. Chalsty
John E. Feick
Dr. Ray R. Irani
Aziz D. Syriani
Walter L. Weisman

WHEREAS, the Board of Directors desires to establish, designate and appoint a Standing Committee of the Board of Directors with the power and authority to declare the quarterly cash dividends.

NOW, THEREFORE, BE IT RESOLVED, that a committee of the Board of Directors of the Corporation, to be known as the "Dividend Committee," be, and it hereby is, established and designated with all of the power and authority of the Board of Directors of this Corporation in connection with the quarterly cash dividend to be paid on the Common Stock:

(i) to declare the per share amount of the dividend, the date such dividend shall be payable and the record date for the stockholders entitled to receive such dividend and

(ii) to authorize any and all other actions necessary, appropriate or desirable in connection with the payment of the quarterly dividend.

AND FURTHER BE IT RESOLVED,that the Dividend Committee shall consist of the following members:

Ronald W. Burkle
John S. Chalsty
John E. Feick
Dr. Ray R. Irani
Aziz D. Syriani
Walter L. Weisman

to serve at the pleasure of the Board of Directors of the Corporation.

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