2003 Other Charter: LII

ACQUISITION COMMITTEE CHARTER

All members of the Acquisition Committee, in order to assist the Board in the discharge of its responsibilities relating to acquisitions and divestitures of the Company will:

1. Report to the Board of Directors;

2. Approve acquisitions and divestitures consistent with the strategic plan of the Company and the procedures established by the Board;

3. Work with management on specific acquisition and divestiture activities in a resource role and monitor the acquisition or divestiture activities for conformance to the approved criteria;

4. Approve or disapprove any acquisition or divestiture following the procedures established by the Board for which it has been delegated authority by the Board of Directors. Otherwise, it will recommend the approval or disapproval by the full Board of any acquisition or divestiture referred to it by management;

5. Periodically review the performance of all acquisitions and divestures of the Company with an emphasis on the evaluation of the achievement of planned objectives and report, where appropriate, the Committee's observations to the Board of Directors;

6. Evaluate the financial needs and capital structure of the acquisition or divestiture in light of the Company's business plan and its impact on the financial needs and capital structure of the entire Company;

7. Review all loans, financings, refinancings, or equity or debt issuances of the Company in connection with any acquisition or divestiture and report its findings to the Board of Directors with recommendations for such actions as the Committee deems appropriate;

8. Review the impact on the credit capacity and financial condition, planning and structure of the Company resulting from any acquisition or divestiture and report its findings to the Board of Directors with recommendations for such actions as the Committee deems appropriate;

9. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for consideration and approval;

10. Be appointed by the Board annually and serve until their successors are appointed and qualified;

11. Present, through the Committee Chair, periodic reports to the Board concerning the Committee's actions related to the execution of its duties and responsibilities;

12. Form and delegate authority to subcommittees when appropriate;

13. Perform an annual performance evaluation of the Committee;

14. Perform any other activities consistent with this Charter, the Company's By-laws, the Company's Corporate Governance Guidelines and applicable law, as the Committee deems appropriate or as requested by the Board.

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