PURPOSE

The Finance Committee will review management recommendations relating to the capital structure, acquisitions and divestitures, allocation of assets, risk management, as well as oversee management's fiduciary responsibility for the defined benefit and defined contribution plans. The Committee will report to the Board of Directors on the results of performing the duties as listed below and submit recommendations to the Board.


COMPOSITION

The Finance Committee shall be comprised of three or more Directors who are appointed annually by the Board, and are independent of the management of the Company. One of the members shall be appointed Committee Chairperson by the Board of Directors. A quorum of the Committee shall consist of at least fifty percent of the members.


AUTHORITY

The Committee is empowered to meet with Company management and retain outside organizations or persons having special competence as necessary to assist the Committee in fulfilling its responsibility.


MEETINGS

The Finance Committee is to meet at least two times each year. As necessary or desirable, the Chairperson may request that members of Company management and representatives of other organizations be present at meetings of the Committee.


MINUTES

The minutes of each meeting are to be prepared and sent to Committee members for approval.


RESPONSIBILITIES AND DUTIES

1. Review the performance and financial implications of major investments, restructurings, joint ventures, acquisitions and divestitures.

2. Review the plan for issuance of any major debt or equity securities.

3. Review the annual capital budget.

4. Review bank and other working capital financing arrangements.

5. Review cash and short-term investment policies and guidelines.

6. Review the investment policies and performance of the investments of the Company's defined benefit and defined contribution plans.

7. Review and make recommendations to the Board concerning proposed dividend actions.

8. Review the Company's risk management activities with regards to interest rate, currency, insurance, tax, and legal matters.

9. Review the Finance Committee Charter annually and request Board approval of proposed revisions to the Charter as needed.

10. Review any other relevant matters at the discretion of the Board of Directors or the Committee.

11. Perform an annual performance evaluation of the Finance Committee.