2004 Committee Charter : EMN

I. Purpose
The purpose of the Finance Committee is to review with management and, where appropriate, make recommendations to the Board regarding the Company's financial position and financing activities, including consideration of the Company's financing plans, corporate transactions (including acquisitions and divestitures), capital expenditures, financial status of the Eastman Retirement Assistance Plan, and payment of dividends.
II. Duties and Responsibilities A. B. C. D. E. F. G.
The committee shall review and, where appropriate, make recommendations to the Board regarding the Company's short- and long-term financing plans, its financial position, its financial forecasts, its capital expenditure budgets, and capital structure.
The committee shall review and, where appropriate, make recommendations to the Board regarding transactions, primarily acquisitions and divestitures, that may have a material impact on the Company's financial profile.
The committee shall review management's process for assessing risks associated with capital expenditures and acquisitions and to establish guidelines for the approval and review of capital projects by the Board and the Finance Committee.
The committee shall review management's process for assessing the financial returns from capital expenditures and acquisitions.
The committee shall consider and make recommendations to the Board regarding payment of dividends, if any.
The committee shall review annually: (1) the financial performance of the Eastman Retirement Assistance Plan; (2) management's funding targets for the Eastman Retirement Assistance Plan; and (3) the activities and performance of the Eastman Retirement Assistance Plan Committee.
The committee shall perform such other functions as the Directors may from time to time designate.
III. Composition
The size of the committee shall be determined by the Board based on the recommendation of the Nominating and Corporate Governance Committee, subject to
any requirements or limitations in the Company's certificate of incorporation or bylaws. The Board believes that the committee should always have at least three members. Each committee member must satisfy the applicable independence requirements set forth in the rules of the New York Stock Exchange. The Board appoints committee members and the committee Chair based upon the recommendation of the Nominating and Corporate Governance Committee. Each committee member will serve at the pleasure of the Board for such term as the Board may decide, based on the recommendation of the Nominating and Corporate Governance Committee, or until such committee member is no longer a Board member.
IV. Meetings
The committee shall meet as frequently as necessary to carry out its responsibilities under this Charter. Typically, the committee will meet at least quarterly. The Chair or a majority of the committee members may call a meeting of the committee at any time. A majority of the number of committee members selected by the Board shall constitute a quorum for conducting business at a meeting of the committee. The act of a majority of committee members present at a committee meeting at which a quorum is in attendance shall be the act of the committee, unless a greater number is required by law, the Company's certificate of incorporation or its bylaws. The Chair shall, in consultation with the other members of the committee, establish the agenda for each committee meeting. Each committee member may submit items to be included on the agenda. Committee members may also raise subjects that are not on the agenda at any meeting. The Chair shall supervise the conduct of the meetings and shall have other responsibilities which the committee may designate from time to time.
The committee may request any officer or employee of the Company to attend a meeting or to meet with any members or representatives of the committee.
V. Delegation
The committee shall have the authority to delegate any of its responsibilities to subcommittees thereof as the committee may deem appropriate in its sole discretion.
VI. Annual Review
At least annually, the committee shall review the adequacy of this Charter and recommend any changes to the Board.
VII. Annual Performance Evaluation
At least annually, the committee will evaluate its own performance against the requirements of this Charter and review this evaluation with the Board. The evaluation shall include the goals and objectives of the committee for the upcoming year. The committee shall conduct its review and evaluation in such manner as it deems appropriate.