BOARD OF DIRECTORS
FINANCE AND STRATEGIC INITIATIVES COMMITTEE CHARTER

PURPOSE:

The Finance and Strategic Initiatives Committee is appointed by the Board to assist the Board by reviewing and approving the capital project appropriation requests between $5 million and $10 million which are included in the capital budget; reviewing and approving capital project appropriation requests between $2 million and $10 million which are not in the capital budget; making recommendations to the Board concerning capital project appropriation requests of $10 million or more; reviewing the Company’s acquisition, divestiture activities and capital market activities; and various other matters as set forth below.

The Committee will be comprised of a minimum of three and a maximum of five members of the Board of Directors designated by the Board of Directors.
 

PRINCIPAL RESPONSIBILITIES:

1. Review and make recommendations to the Board of Directors concerning:
   
   
   1. equity offerings to be undertaken by the corporation;
   
   
   
   2. debt and other financing to be undertaken by the corporation;
   
   
   
   3. the corporation’s key financial ratio targets;
   
   
   
   4. the corporation’s policy governing approval levels for capital expenditures;
   
   
   
   5. the corporation’s dividend policy;
   
   
   
   6. stock repurchase programs;
   
   
   
   7. proposed mergers, acquisitions, divestiture and strategic investments and their financial impact;
   
   
   
   8. the corporation’s lines of credit and compliance with credit agreement covenants;
      
      
   9. the corporation’s financial plans and structure to support its strategy;
      
      
   10. tax planning and compliance;
       
       
   11. other transactions or financial issues that management desires to have reviewed by the Committee.
       
       
2. Review and approve or reject capital project appropriation requests for capital projects which are included in the capital budget and which exceed $5 million, but are less than $10 million. Projects greater than $10 million should be reviewed by the Committee and then brought to the full Board. Such capital projects that are specifically reviewed and included in the company’s capital budget will not require further committee action unless the projected cost at the time of actual initiation of the project exceeds the projected budget at the time of approval of the capital budget by more than 5%.
   
   
3. Review and approve or reject capital project appropriation requests for capital projects which are not included in the capital budget and which exceed $2 million but are less than $10 million.
   
   
4. Review the actual cost of and expected returns on budgeted projects in excess of $10 million, as well as the effectiveness of the Company’s capital programs.
   
   
5. Encourage the formulation by management of disciplined and effective processes to identify suitable merger, acquisition, divestiture, strategic investment and capital market opportunities.
   
   

OTHER MATTERS:

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. The Committee will meet at least twice a year. Additional meetings may occur as the Committee or its Chairperson deem advisable.