1. Board Committees.

Committees conduct a significant portion of the Board's business. Consistent with the listing requirements of the New York Stock Exchange, the Corporation will maintain an Audit Committee, a Human Resources and Compensation Committee and a Public Policy and Corporate Governance Committee (which, among other things, performs the function of a nominating committee). All significant findings of a Committee are presented to the Board for discussion, review and approval.

2. Committee Agendas.

The Committee Chair determines committee agendas in consultation with Committee members and appropriate members of management.

3. Committee Composition and Leadership.

Committees will be comprised of Directors that are "independent" under the criteria established by the New York Stock Exchange and under applicable law. The Public Policy and Corporate Governance Committee recommends assignments and rotation of Committee membership and leadership with input from the Chairman. The Board approves assignments and leadership of the Committees. Consideration is given to periodic rotation of membership and leadership by taking into account Director interest, continuity, independence, expertise and tenure.

4. Committee Charters.

Consistent with the listing requirements of the New York Stock Exchange, the Board approves a written charter for each Committee. Each committee is required to annually review its charter and recommend changes to the Public Policy and Corporate Governance Committee, which may recommend changes to the charters to the Board for review and approval. The charters will be included on the Corporation's website and copies of the charters will be made available upon request of the Corporation's Secretary.

5. Succession Planning.

The Human Resources and Compensation Committee is responsible for developing and maintaining the process for advising the Board on planning for potential successor Chief Executive Officers and other key senior management positions, including succession planning in the event of emergency or retirement. The succession plan is reviewed with the Board at least annually.

6. Evaluation of Board Performance.

The Public Policy and Corporate Governance Committee evaluates the performance of the Board at least annually. The Chair of the Committee reports the results of the evaluation to the Board.

7. Selection and Evaluation of Chief Executive Officer.

The Human Resources and Compensation Committee will be responsible for identifying potential candidates to be the Chief Executive Officer of the Corporation. The Board will select the Chief Executive Officer. The Human Resources and Compensation Committee and the independent directors of the Board evaluate the performance of the Chief Executive Officer annually in light of the goals and objectives of the Corporation. The results of the evaluation are communicated to the Chief Executive Officer by the Chair of the Committee and reported to the Board of Directors while in executive session.

8. Evaluation of Corporation Performance.

The Public Policy and Corporate Governance Committee evaluates the performance of the Corporation annually. The Chair of the Committee reports the results of the evaluation to the Board.

9. Self-Evaluation of Committee Performance.

Each Committee of the Board is responsible for evaluating its own performance under its charter.