Charter of the Pension and Finance Committee of the Board of Directors

Members

Joseph P. Keithley, Chairman
Dr. David Ignat
William P. Madar
Mary G. Puma
William L. Robinson

I. Organization and Functioning

 There shall be a committee of the Board of Directors to be known as the Pension and Finance Committee (the "Committee"). The Committee shall be comprised of at least three Directors who shall be appointed by the Board of Directors after considering the recommendation of the Governance and Nominating Committee. The Committee shall only include directors who satisfy the independence standards of the National Association of Securities Dealers and are free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a Committee member.

It is expected the Committee to meet twice each year and hold such other meetings from time to time as may be called by its Chairperson or any two members of the Committee. A majority of the members of the Committee shall constitute a quorum of the Committee. A majority of the members in attendance shall decide any question brought before any meeting of the Committee.

The Committee shall keep minutes of its proceedings that shall be signed by the person whom the Chairperson designates to act as secretary of the meeting. The minutes of a meeting shall be approved by the Committee at its next meeting, shall be available for review by the entire Board of Directors, and shall be filed as permanent records with the Secretary of the Company.

The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain special legal, compensation or other consultants to advise the Committee. The Committee may request any officer or employee of the Company or the Company's outside counsel to attend a meeting of the Committee or to meet with any member of, or consultants to, the Committee.

The Chairperson shall at each meeting of the Board of Directors, following a meeting of the Committee, report to the Board of Directors on the matters considered at the last meeting of the Committee. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

II. Statement of Purposes

The Committee shall have responsibility for advice and counsel to management regarding oversight of the corporation's financial position and policies, financing activities, financial risk management policies and activities, and the ERISA-qualified, funded plans sponsored by the corporation.

III. Specific Duties and Responsibilities

A. Oversight of the Company's Financial Position:

The central responsibilities of the Committee with respect to the Company's financial position are to advise the Board of Directors on matters of finance and to assist the Board of Directors in setting policies governing the investment in or acquisition of securities or other assets of other entities or individuals. The evaluation of strategic mergers and acquisitions shall continue to remain within the exclusive purview of the Board of Directors. To this end, the Committee's tasks shall include, but are not limited to, the following functions:

1. Review, evaluate, and provide oversight of the Company's capital structure and capital management strategies, its financial resources, strengths, capabilities, balance sheet and cash flow, providing advice and counsel to management;

2. Review and provide oversight to the Company's asset/liability management policies, strategies and activities;

 3. Review the Company's annual financing plan;

4. Evaluate the appropriateness of the Company's dividend policy and recommend any changes in the dividend rate to the Board of Directors; and

5. In conjunction with the annual review of the Company's financing plan, review the Company's stock repurchase activities and plans and recommend to the Board of Directors any stock repurchase programs deemed necessary or desirable by the Committee.

B. Oversight of the Company-Sponsored Defined Benefit and Defined Contribution Qualified Retirement Plans (the "Plans"):

The central responsibility of the Committee with respect to the Company's Plans shall be an oversight responsibility. The Committee shall not be deemed the fiduciary of any of the Plans for purposes of the Employee Retirement Income Security Act, as amended, nor shall it be responsible for managing the Plans or directing the investment of Plan assets. These are the responsibilities of management and the named fiduciaries of the Plans. To this end, the Committee's tasks shall include, but are not limited to, the following functions:

1. Review at least annually the actuarial assumptions adopted with respect to, and funding status of, the Plans and their impact on the Company's financial statements, with the recognition that final review authority on this subject is within the purview of the Audit Committee.

2. Review the investment policy with respect to funds held in trust by the Plans and financial performance of the investment managers for those funds; and

3. Review at least annually the investment performance of the Plans' assets and the administration of the Plans.

C. Self-Assessment

Pursuant to Section 10 of the Company's Governance Guidelines, the Committee shall conduct and review with the Board of Directors annually an assessment of the Committee's performance with respect to the requirements of this Charter. In conjunction therewith, the Committee shall review and assess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.