FINANCE COMMITTEE

I. PURPOSE
The Finance Committee has overall responsibility for reviewing the financial goals and strategies of the Company, including strategic considerations in the allocation of corporate resources, and for oversight of the financial policy, plans, and programs of the Company.

II. MEMBERS
The Committee shall consist of three or more directors appointed annually by the Board, and may include the Chairman of the Board and Chief Executive Officer. A majority of members shall be independent in accordance with New York Stock Exchange rules (the "NYSE Rules"). The following skills are useful for the Committee members to have: familiarity and experience with treasury policy, corporate finance and mergers and acquisitions.

III. MEETINGS
The Committee shall meet quarterly or at such other intervals as circumstances dictate as determined by the Committee Chairman. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee will report its activities and findings to the Board on a regular basis.

IV. RESPONSIBILITIES AND DUTIES
The specific duties and responsibilities of the Committee include:

1. Review strategic decisions and long-term business goals including acquisitions, joint ventures or dispositions of business and capital assets and the financing of such transactions.

2. Review financial plans and policy, including (a) corporate finance and capital structure of the Company, (b) equity and debt funding for the Company, and (c) the dividend policy of the Company.

3. Undertake from time to time such additional activities within the scope of the Committee's primary purposes, as it may deem appropriate and/or as assigned by the Board of Directors, or the Chairman of the Board or the Chief Executive Officer.

V. GENERAL PROVISIONS
1. The Committee may establish such subcommittees, as it deems appropriate and may delegate to the Group Plans Administrative Committee the authority (consistent with any guidance) to change, substitute, add, or eliminate funding agents for any funding mechanism or trust.

2. The Committee shall conduct an annual performance self-evaluation to ensure that the Committee is fulfilling its responsibilities, and report the results of such evaluation to the Governance Committee.

3. The committee will review and reassess the adequacy of the Committee's Charter at least annually and report the results of such review to the Governance Committee.