Charter of the Finance Committee
As of July 21, 2004

Corporate Authorization and Purpose
The Finance Committee is one of the five standing committees of the Board of Directors specified under Article IV, Section 1 of the Corporation's by-laws. Such Committee shall provide review and oversight of and make recommendations to the Board of Directors on the Corporation's financing requirements and programs to obtain funds; relations with banks, bondholders and other creditors, and equity holders; operating and capital expenditure budgets; dividend policy; and acquisitions, divestitures and significant transactions affecting the Corporation's capital structure or ownership. The Committee shall confer with the Pension and Investment Committee established under the Corporation's retirement plan and report periodically to the Board of Directors on the funding of qualified pension plans of the Corporation and its subsidiaries and the investment performance of plan funds and, on behalf of the Board of Directors, authorize necessary or desirable changes in actuarial assumptions for funding the plans. The Committee shall consider such other matters as may be referred to it from time to time by the Board of Directors.

Organization
The Finance Committee shall consist of at least three directors, all of whom shall be independent as such term is defined by the New York Stock Exchange listing standards. The Committee may form one or more subcommittees, each of which may take such actions as may be specified by the Committee.

Responsibilities and Duties
As its responsibilities and duties, the Committee shall:

  1. Review and make recommendations to the Board on the Corporation's financing requirements and funding programs, including debt issuance and repurchases;
  2. Review and make recommendations to the Board concerning operating and capital expenditures budgets;
  3. Review and make recommendations to the Board concerning acquisitions, divestitures, capital projects, and other significant transactions affecting the Corporation's capital structure or ownership where Board approval is necessary;
  4. Review and make recommendations to the Board with respect to the Corporation's relations with banks, bondholders and other creditors, and equity holders;
  5. Review and report to the Board on the Corporation's capital authority accomplishments;
  6. Review the Corporation's dividend policy and policy on share repurchases and make recommendations to the Board whether to make dividend payments and/or repurchase the Corporation's equity securities;
  7. Make recommendations to the Board concerning any stockholder proposals related to the Corporation's financial strategies or policies;
  8. Confer with the Pension and Investment Committee established under the Corporation's retirement and investment plans; review and make recommendations to the Board concerning the funding of qualified pension plans of the Corporation and its subsidiaries; report to the Board on the investment performance of the plans; and approve periodically investment and funding guidelines developed by the Pension and Investment Committee;
  9. Review the capital structure aspects of equity compensation plans and make recommendations to the Compensation and Organization Committee and the Board relative to the overall share allotment to such plans;
  10. Authorize necessary or desirable changes in actuarial assumptions for funding the retirement plans;
  11. Consider such other matters as may be referred to it from time to time by the Board; and
  12. Perform an annual evaluation of the Committee's performance.