I. PURPOSE  The purpose of the Committee is to consider and make recommendations to the Board of Directors regarding issues affecting the financial structure of the Corporation which are referred to the Committee by the Board of Directors, the Chairman of the Board, or which the Committee considers on its own initiative.

II. COMMITTEE MEMBERS  The Committee shall be comprised of at least three "independent" Directors as that term is defined in relevant NYSE listing rules and law.  Committee members shall be appointed and removed by the Board in its sole discretion.

III. COMMITTEE MEETINGS  The Committee will meet at least two times a year, with authority to convene additional meetings as circumstances require.  The Committee will invite members of Management and others to attend meetings and provide pertinent information, as necessary.  Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials.  Minutes will be prepared and the Committee will report to the Board the results of its meetings.  The Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee.

IV. DUTIES AND RESPONSIBILITIES  The scope of the
duties and responsibilities include the following types of activities:

1. Capital policies and strategies that set an acceptable capital structure for the consolidated company and major subsidiaries including:

      (a)  Issue of short and long term debt;
      (b)  Share issuance, repurchase or split.

2.  Regular review of the dividend action. 

3.  Review of policies regarding interest rate risk, foreign exchange risk, liquidity management and counterparty risk.

4. Review the adequacy of the insurance coverage on the company’s risks. 

5. Review annually the business plan from the perspective of funds flow, capital expenditure, and financing requirements.

6. Post audit review of capital investment projects. 

7. Review and make recommendations on all mergers, acquisitions, disposals and other major financial transactions that require approval of the Board.

8. Review tax planning strategy and initiatives.

9. Oversight of the Pension Investment Committee with respect to pension plan investment policies including requirements to fund plans.

8/17/04