Finance & Operating Committee/Charter

Committee Members:
     Michael L. Gallagher, Chairman
     Jack E. Davis
     Dr. Roy A. Herberger, Jr.
     Martha O. Hesse
     Kathryn L. Munro
     Bruce J. Nordstrom
     William J. Post
     William L. Stewart


Finance and Operating Committee Charter:

GENERAL
The Finance and Operating Committee is responsible to the Board of Directors and reports regularly to the Board on the activities of the Committee.

PRIMARY DUTIES AND RESPONSIBILITIES

  1. Review the Company's historical and projected financial performance and maintain an awareness of issues affecting the Company's financial and liquidity condition.
  2. Review and recommend approval of short-term investment and borrowing guidelines.
  3. Review the Company's financing plan and recommend approval of the issuance and optional redemption of long-term debt, common equity, preferred stock, credit facilities, and other types of credit support, including derivatives; and review and recommend approval of the general parameters within which designated Board committees or Designated Officers of the Company may, pursuant to Board authority, establish terms and conditions relating to the issuance of long-term debt and equity securities.
  4. Review and recommend to the Board the Company's dividend actions, including stock splits, stock dividends and other distributions.
  5. Establish investment strategy and guidelines, including the designation of permitted asset classes and asset allocation parameters, to be carried out by the Investment Management Committee, and monitor performance for the following Company Trusts:
    A. Defined Benefit Retirement Plan
    B. Supplemental Excess Benefit Retirement Plan
    C. Defined Contribution Retirement Plan (401K)
    D. Post-Retirement Medical Plan
    E. Nuclear Decommissioning
  6. Review and recommend approval of the Company's Construction Budget.
  7. Review the Company's Operations and Maintenance Budget.
  8. Review and monitor the performance of the Company's environmental programs.
  9. Review the Company's insurance programs.
  10. Review any matters brought to the Committee's attention regarding financial and budget matters.
  11. Review and monitor the customer and power plant operations of the Company, including all aspects of the Company's nuclear program.

MANAGEMENT'S RESPONSIBILITIES

  1. Provide the Finance and Operating Committee with the necessary resources to discharge the duties and responsibilities assigned to the Committee by the Board of Directors.

Effective as of October 20, 2004.