Finance Committee of the Board of Directors ó Charter

I. PURPOSE
The purposes of the Finance Committee are to:

II. COMPOSITION
The Committee shall be comprised of three or more directors as determined by the Board. The Board shall appoint the Committee members and the Chairperson. The Board may remove a member from the membership of the Committee at any time with or without cause.

III. MEETINGS
The Committee shall meet at least three times annually, or more frequently as determined by the Board or Committee.

IV. RESPONSIBILITIES AND DUTIES
The Committee's primary duties and responsibilities are to:

1.       Oversee the Corporationís financial planning policies, objectives, and capital deployment, including its capital structure, debt portfolio, and derivative, foreign exchange and hedging plans and transactions.

2.       Review the adequacy and effectiveness of the Corporation's management of insurable risks, including directors' and officers' liability insurance.

3.       Review the Corporation's investor relations program.

4.       Review, monitor and report to the Board, regarding the performance of the Corporation's pension and retirement plan investments, and approve, at least annually, the Corporation's overall investment strategy for the Corporation's pension and retirement plans and the Corporations' selection of asset managers for such plans.

5.       Review the Corporation's tax strategies, including the status of tax returns and tax audits.

6.       Make recommendations to the Board relating to the issuance or repurchase of common or preferred stock, the Corporation's dividend policy, the issuance, repurchase or redemption of long-term notes or debentures, the leasing of material assets, or other long-term financing transactions.

7.       Monitor the Corporation's relationship with credit rating agencies and the ratings given by these agencies to the Corporation.

8.       Review and reassess the adequacy of its charter (at least annually) and recommend any proposed changes to the Board for approval.

9.       Conduct an annual performance evaluation of the Committee and report the results to the Board.

V. OPERATIONS OF THE COMMITTEE

1.       The Secretary of the Corporation, or such other person as may be designated by the Chairperson of the Committee, shall act as secretary and keep the minutes of all meetings of the Committee.

2.       The Committee shall promptly inform the Board of all actions taken or issues discussed between Board meetings. This will generally take place at the Board meeting following a Committee meeting.

February 1, 2005