2003 Other Charter: CMS


1. Purpose and Duties. The purpose and duties of the Environmental and Corporate Responsibility Committee (the "Committee") are to:

(a) Make recommendations to the Board of Directors regarding significant environmental matters affecting the Corporation's operations;

(b) Advise the Board on the adoption and evaluation of policies designed to maintain the Corporation's position of corporate responsibility;

(c) Review corporate policies and objectives related to diversity;

(d) Review corporate policies to comply with federal and state laws and regulations affecting personnel matters, such as the Occupational Safety and Health Act, Americans with Disabilities Act and the Age Discrimination in Employment Act;

(e) Review corporate policies related to contributions and support of charitable, educational and community organizations;

(f) Oversee responsibility for compliance with the Corporation's Code of Conduct and Statement of Ethics Handbook. The Committee shall have the right to approve any waiver of the Code of Conduct and Statement of Ethics for directors or executive officers and any such waiver will be promptly disclosed to shareholders in accordance with applicable legal and regulatory requirements, as well as The New York Stock Exchange listing rules; and

(g) Receive reports on behalf of the Board from the Chief Compliance Officer concerning the Corporation's compliance and ethics programs and issues, and provide guidance to, and receive advice and counsel from, as appropriate, the Chief Compliance Officer relating to such programs and issues.

2. Composition. The Committee shall be comprised of two or more directors as determined from time to time by resolution of the Board of Directors. Each member of the Committee must meet the independent director standards as set forth in the rules of the New York Stock Exchange. Vacancies shall be filled by election by the Board of Directors, and any member of the Committee may be removed by the Board of Directors. The Chairperson of the Environmental and Corporate Responsibility Committee will be designated by the Board of Directors. However, if the Board of Directors does not so designate a Chairperson, the members of the Committee may do so by majority vote.

3. Meetings. The Committee shall determine the number and timing of meetings necessary to carry out its purpose and duties. Between meetings the Chairman will be available to management as needed for consultations regarding matters of concern to the Committee. Resolutions and actions of the Committee may be effected by unanimous written consent. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. The Committee shall report its recommendations to the Board of Directors.

4. Performance Evaluation. The Committee shall evaluate its performance and produce and provide to the Board of Directors an annual report on its performance in accordance with the requirements of this Charter and set forth the goals and objectives of the Committee for the upcoming year. The performance evaluation shall also recommend to the Board any improvements to the Committee's Charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board of Directors may take the form of an oral report by Chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.

5. Resources and Authority. The Committee is authorized to confer with Corporation management, other employees and retain outside consultants to the extent it may deem necessary or appropriate to fulfill its duties. This includes sole authority to select and retain, approve the fees and other retention terms of, and terminate any consultant.

6. Delegation to Subcommittee. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee.