2004 Committee Charter : DQE

The Employment & Community Relations Committee was established June 29,
1999 and shall have the following composition and duties and shall function on the
following terms:
1. The Employment and Community Relations Committee shall be composed of two
or more Directors, none of whom are employees or former employees of the
Company. Members of the Committee shall be elected annually by the Board,
upon the recommendation of the Corporate Governance Committee. The
Chairperson of the Committee shall be appointed by the Board upon the
recommendation of the Corporate Governance Committee.
2. Vacancies shall be filled by election by the Board upon the recommendation of
the Corporate Governance Committee, and any member of the Committee may
be removed by the Board.
3. Subject to the provisions of Item 4 below, the Committee shall fix its own rules of
procedure and shall meet as provided by such rules or at the call of the
Chairperson of the Committee or a majority of the members thereof. A majority
of the Committee shall be necessary to constitute a quorum. Except in cases in
which it is by law, the Company's Articles of Incorporation, the Company's By-
Laws, this Charter, or otherwise provided, a majority of the quorum shall decide
any questions before the Committee.
4. Procedures fixed by the Committee shall be subject to any applicable provisions
of the By-Laws of the Company relating generally to Committees of the Board. In
addition, the Committee shall meet when necessary to prepare its
recommendations to the Board concerning personnel policies and practices and
social responsibility issues and shall hold such additional meetings as the
members thereof deem necessary or advisable to perform the duties and
responsibilities set forth in Item 5 below. Minutes shall be kept of each
Committee meeting. The Committee shall report to the Board following each
5. In addition to such other duties and responsibilities as the Board may from time
to time determine, the duties and responsibilities shall include the following:
a. to review the Company's progress toward the attainment of its corporate
objective of equal opportunity in the application of its policies relating to
employment, development, training and promotion of personnel to fill
positions at all levels of the Company and to make such recommendations
to the Board of Directors as the Committee feels is appropriate in
connection with such review.
b. to undertake such studies and make such recommendations to the Board
as the Board or the Committee may deem appropriate concerning the full
range of personnel policy and practices and social responsibility issues
confronting and impacting the Company at any time, including consumer
and environmental matters, charitable contributions, public image and
regulatory relations.
6. Compensation of members shall be determined from time to time by the Board.
Until otherwise determined, each non-employee member shall be paid the fee
established by the Board from time to time for attendance by members of standing
Committees of the Board for each meeting of the Committee attended by such member.
In addition, non-employee members of the Committee shall be reimbursed for all
reasonable expenses incurred in attending such meetings.