2003 Finance Charter: LII

PENSION AND RISK MANAGEMENT COMMITTEE

All members of the Pension and Risk Management Committee, in order to assist the Board in the discharge of its responsibilities relating to (i) the Pension and Profit Sharing Plans of the Company and (ii) assessing risk areas of the Company and policies to manage the risk of the Company will:

1. Oversee matters and activities relating to the Pension and Profit Sharing Plans of the Company and make periodic reports of its findings to the Board of Directors with recommendations for such actions as the Committee deems appropriate;

2. Oversee the Plan Administrative Committee in its responsibility to formulate investment objectives considering the anticipated financial needs of the Pension and Profit Sharing Plans and determine asset allocation to meet investment objectives;

3. Oversee the Plan Administrative Committee in its establishing investment policies with respect to the funds supporting the Pension and Profit Sharing Plans;

4. Oversee the Plan Administrative Committee in its selection of investment advisors and fund managers;

5. At least annually, require the Plan Administrative Committee to conduct review meetings with management to consider investment results of the Pension and Profit Sharing Plans and discuss any material changes in policies as a result of such investment results;

6. Assess the risk areas of the Company and the policies to manage the risk and shall make periodic reports of its findings to the Board of Directors;

7. Oversee matters relating to insurance coverages carried by the Company and shall make periodic reports of its findings to the Board of Directors;

8. Review significant matters of legal liability and environmental and safety issues pertaining to the Corporation and shall make periodic reports of its findings to the Board of Directors;

9. Call regular meetings of the Committee according to the schedule approved by the Committee for the year. The Committee shall fix its own rules of procedure. Special meetings of the Committee can be called by the Committee Chairman, a majority of the members of the Committee or the Chairman of the Board;

10. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for consideration and approval;

11. Be appointed by the Board annually and serve until their successors are appointed and qualified;

12. Present, through the Committee Chair, periodic reports to the Board concerning the Committee's actions related to the execution of its duties and responsibilities;

13. Form and delegate authority to subcommittees when appropriate;

14. Perform an annual performance evaluation of the Committee;

15. Perform any other activities consistent with this Charter, the Company's By-laws, the Company's Corporate Governance Guidelines and applicable law, as the Committee deems appropriate or as requested by the Board.

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