2003 Committee Charter : PGN

Revised July 9, 2003)

Purpose and Composition

The Finance Committee (Committee) will be a standing committee of the Board of Directors (Board). The Committee shall review and oversee the Company's financial policies and planning, monitor the Company's financial position, review and oversee the Company's pension funds, review strategic investments, review the Company's financing plans, and recommend changes in the Company's dividend policy.

The Committee shall be composed of at least three non-employee members of the Board. Each member of the Committee must be free from any relationships that would interfere with, or would give the appearance of interfering with, the exercise of independent judgment as a Committee member. Committee members shall be appointed by the Board, normally at the Annual Organizational Meeting of the Board. The Board shall designate one of the members as the Committee's chair, who shall preside over the meetings of the Committee and report Committee actions to the Board.



Duties and Responsibilities

Duties and responsibilities of the Committee shall include, but are not limited to, the following:

1. Approve and recommend to the Board, the proposed Operating and Capital budgets for the Regulated Businesses and the proposed investments and projected earnings for the Diversified Businesses. In the event that the Company anticipates spending plans for the Regulated or Diversified Businesses will exceed 110% of the original amounts approved, the relevant plans will be reviewed and approved by the Finance Committee.

2. As part of the annual budget process, approve and recommend to the Board, the proposed utilization of risk capital and parent guarantees.

3. Review the Company's use of risk capital and parent guarantees at each meeting.

4. Approve strategic investments over $20 million that are not already contemplated in the approved capital budget of the Business Unit and recommend to the Board for approval any of these strategic investments greater than $50 million.

5. Approve divestitures greater than $20 million per transaction and recommend to the Board for approval transactions greater than $50 million.

6. Approve and recommend to the board property sales greater than $5 million per transaction or an aggregate of greater than $30 million in one year.

7. Approve and recommend to the Board, the declaration of dividends and changes in the Company's dividend policy.

8. Each year (in or about December) the Finance Committee will review and approve the overall corporate financing plan and will recommend approval to the full Board. The Board will, subject to review and modification, approve the financing plan. Management, subject to the protocols of the Securities Pricing Committee, will be able to execute transactions that are (1) below $100 million or (2) greater than $100 million if the transaction only involves changing the maturity or structure of debt (i.e., no significant change in debt outstanding). The Finance Committee will approve any transaction (i.e., general deal scope and parameters) outside of the above parameters, and the Securities Pricing Committee will approve specific pricing of transactions.

9. Review and oversee the Risk Management Committee Policy and Guidelines.

10. Review the actuarial assumptions and performance of the Company's Post-retirement Benefit Plans, and approve annual funding for these plans.

11. Monitor the results of operations as reported in the Company's financial statements.

12. Review and oversee the Company's strategic planning and the implementation of such plans.

13. Conduct an annual self-assessment of the Committee's performance and the adequacy of this Charter.



Meetings

The Committee will normally hold four regular meetings each year in conjunction with full Board of Director's meetings in order to accomplish its duties and responsibilities. The Committee's Chairman may call additional meetings as needed, to review matters of interest to the Committee. As deemed necessary by the Committee, meetings shall be attended by appropriate Company personnel.

Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.

The Company's Chief Financial Officer or his designee shall, at the request of the Chairman of the Committee, arrange meetings, prepare meeting agenda, and serve as Secretary to the Committee.