Charter of the Finance Committee

Pursuant to Section 4.16.1 of the bylaws of this corporation (the "Company"), the Board has determined to create a Finance Committee to the Board of Directors, the objectives, policies and functions of the Finance Committee (the "Finance Committee") shall be as follows:

Purpose and Authority:

The Finance Committee's purpose is to monitor the present and future capital requirements and opportunities pertaining to the Company's business and to review and provide guidance to the Board and management about all proposals concerning major financial policies of the Corporation.

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. Any communication between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communication of the Company, and the Committee will take all necessary steps to preserve the privileged nature of that communication.

Composition:

The Committee shall be composed of three or more directors, as determined by the Board, each of whom is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment. The Board shall appoint the members and the chairperson.

Duties and Responsibilities:

Subject to the provisions of the Corporate Governance Guidelines, the Committee shall have the following duties and responsibilities, in addition to any duties and responsibilities assigned to the Committee from time to time by the Board:

Review and provide guidance to the full Board and management about all proposals concerning major financial policies of the Corporation, including:

         i.            Policies relating to the Corporation's cash needs, shareholder distributions, share repurchases and investments

       ii.            Adjustments to the Corporation's capital structure

      iii.            Significant international and domestic monetary issues, including hedging policies

     iv.            Insurance and risk management

       v.            Tax planning and compliance

     vi.            Proposed mergers, acquisitions, divestitures and strategic investments; and

    vii.            Other transactions or financial issues that management desires to have reviewed by the Finance Committee

Meetings:

The Committee shall establish a meeting calendar annually. The Committee may hold such other meetings as are necessary or appropriate in order for the Committee to fulfill its responsibilities. In the absence of a member designated by the Board to serve as chair, the members of the Committee may appoint from among their number a person to preside at their meetings. When appropriate, the Committee may meet in separate executive session with management, employees, and any other advisors or consultants that the Committee or the other groups believe warrant Committee attention.

Evaluation:

The Committee shall review and reassess this Charter at least annually and, if appropriate, propose changes to the Board.

The Committee shall obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations for improvement.

Adopted: January 29, 2004