(Adopted by the Finance Committee on August 19, 2002)

The Finance Committee of the Board of Directors' primary function is to assist the Board in fulfilling its oversight responsibilities with respect to the Company's capital structure, financial polices, capital investments, business and financial planning and related matters. The Committee will be comprised of at least three Directors.

Capital Structure

Consider management's capital structure objectives and plans prior to their presentation to the Board of Directors.

Consider specific borrowing, dividend and share repurchase actions, recommended by management, prior to their presentation for Board approval.

Financial Policies

Consider management's recommended financial policies prior to their presentation, for approval, to the full Board:

Capital Investments

Review and recommend Board action with respect to management's capital investments policy and updates thereto.

Recommend Board action with respect to specific capital projects (including acquisitions and dispositions) exceeding management authorization levels.

Review capital project post audits and management's planned actions regarding material variances from project proformas.

Business and Financial Planning

Consider management's recommended planning processes and calendar prior to its presentation to the Board.

Review management's financial criteria for evaluating business plans and capital projects, assessing expected value creation of new projects, and pursuing efforts to improve business unit economics.


Scope of the Company's credit/finance business

Tax strategies and implications of actual or pending tax law changes

Financial implications and financing of employee benefit plans

Bank relationships, borrowing facilities and cash management

Relationships with ratings agencies, awareness of their perspectives

*To be considered for periodic updates as circumstances warrant.