BE IT RESOLVED that, effective upon adjournment of this meeting, a Finance Committee of this Board of Directors hereby is established to consist of at least three directors, one of whom shall be appointed by this Board of Directors as the Committee’s chair, and all of whom shall satisfy independence and qualification criteria established by this Board of Directors, as set forth in this corporation’s Corporate Governance Guidelines; and

BE IT RESOLVED that the basic responsibility of the Finance Committee shall be to advise and assist this Board with respect to the financial and capital investment policies and objectives of this corporation and its subsidiary companies (hereinafter referred to as “the corporation”), including specific actions required to achieve those objectives. More specifically, the Finance Committee shall:

1. Review the corporation’s long-term financial and investment plans and strategies, including the corporation’s investment objectives and current and projected financial results of operations;
   
   
2. Review and make recommendations to this Board of Directors regarding the corporation’s annual financial plans;
   
   
3. Review and make recommendations to the Board of Directors regarding the corporation’s dividend policy;
   
   
4. Review short-term and long-term financing plans;
   
   
5. Review and make recommendations to the Board of Directors regarding any proposed capital project which is required to be approved by the Board of Directors;
   
   
6. Review and make recommendations to the Board of Directors with respect to any proposal by the corporation or by its subsidiaries to divest, in any manner, any asset, investment, real or personal property, or business interest if such divestiture is required to be approved by the Board of Directors;
   
   
7. Review and make recommendations to the Board of Directors regarding strategic plans and initiatives, including potential investments in businesses, joint ventures, mergers, acquisitions, and other business combinations involving the corporation or its subsidiaries;
   
   
8. Review major commercial banking, investment banking, financial consulting, insurance, and other financial relationships of the corporation;
   
   
9. Review the corporation’s risk management activities; and
   
   
10. Report regularly to the Board of Directors on the Committee’s deliberations and actions taken.

BE IT FURTHER RESOLVED that the Finance Committee shall fix its own time and place of meetings and shall prescribe its own rules of procedure; and

BE IT FURTHER RESOLVED that, unless otherwise designated by the Committee, the Corporate Secretary of this corporation, or an Assistant Corporate Secretary, shall serve as secretary to the Finance Committee; and

BE IT FURTHER RESOLVED that the resolution on this subject adopted by the Board of Directors on December 15, 2004, is hereby superseded.