APPROVED BY THE BOARD OF DIRECTORS

DECEMBER 17, 2003

CHARTER

FINANCE COMMITTEE

Committee Coordinator - John Loyack

A. PURPOSE

1. The Finance Committee (the "Committee") shall be a standing committee appointed by the

Board of Directors with responsibility to:

a. review and recommend to the Board the Company’s capital structure and financial

strategy, including dividend policy;

b. oversee the Company’s financial performance, capital expenditures and investment

procedures and policies; and

c. oversee risk management strategies and policies.

2. The Committee shall have responsibility to oversee the governance, performance and funding

level of the pension fund and the performance of the 401(k) plan funds.

B. STRUCTURE AND OPERATIONS

1. The Committee shall consist of at least three independent directors appointed by the Board

upon the recommendation of the Governance and Public Policy Committee (“GPPC”). All

members of the Committee shall be free of any relationships that would interfere with their

exercise of independent judgment and shall meet the membership requirements established

by the New York Stock Exchange. The Committee shall annually elect one of its members

to be the Chair, giving due consideration to the nominee recommended by the GPPC.

2. The Committee shall meet as often as it deems appropriate, but not less frequently than three

times a year.

3. The Committee has the authority to initiate and supervise investigations into any matters

within the scope of its authority and responsibilities. The Committee is authorized to retain

the services of internal or outside legal, accounting and other advisors as it deems necessary

in the fulfillment of its duties. The Committee and its designees shall have unlimited

accessibility to all the Company’s records, property, and employees. The Committee shall

have sufficient funding to carry out its duties, including funding for payment for any advisors

used by the Committee; and ordinary administrative expenses necessary and appropriate in

carrying out its duties.

4. The Committee may delegate specific responsibilities to a subcommittee of one or more of its

members provided that the subcommittee shall keep the full Committee informed of its

activities.

C. DUTIES AND RESPONSIBILITIES

1. The Committee shall review and recommend to the Board changes in capital structure and

financial strategy for the Company.

2. The Committee shall assist the Board in reviewing the Company’s financial results compared

to the business plan and assess operational performance.

3. The Committee shall review and approve the Company’s pension and corporate investment

procedures, policies, and investment performance.

4. The Committee shall review and approve the Company’s Capital Development & Approval

Process (CDAP) and Capital Allocation Policy.

5. The Committee shall review the Company’s Capital Expenditure Budget and recommend the

appropriate spending levels to the Board for approval.

6. The Committee shall review and approve all single capital projects in excess of $5 million

for compliance with corporate strategic goals, and review summary lists of all capital projects

of $1 million or more. All capital projects shall have previously been approved by the CEO

or any officer of the Company to whom such authority has been properly delegated.

7. The Committee shall review and consult with management on financial strategy and

operational issues.

8. The Committee shall review all equity and debt financing of $30 million or more (including

leases, special purpose vehicles, refinancing, restructuring and early retirement) and

recommend approval by the Board.

9. The Committee shall review performance reports of the Company’s Investment and Trust

Fund managers for results and compliance with the Company’s policies.

10. The Committee shall review reports regarding the performance of the Company’s 401(k)

plan funds.

11. The Committee shall review and consult with management on risk management policies and

procedures. The Committee shall approve the Risk Management Policy, Risk Management

Committee members, and authorize risk tolerance and trading in derivative instruments.

12. The Committee shall review the Company’s insurance program for adequacy of coverage.

13. The Committee shall conduct an annual evaluation of its performance and shall submit an

annual report to the Board regarding the evaluation and confirming that all responsibilities

described in this Charter have been fulfilled.

14. The Committee shall review this Charter at least annually and recommend any appropriate

changes to the Board for approval.