The purpose of the Finance Committee (the "Committee") is to assist the Board of Directors (the "Board") in overseeing the Company's financial risks, with particular emphasis on the Company's capital philosophy, treasury matters, major expenditures, key strategic decisions, and financial risk management.

Membership. The Board shall annually appoint a Finance Committee comprised of at least three independent Directors. One of the members of the Committee shall be appointed as Chair by the Board.

Removal. Committee members may be removed and replaced by the Board.

Authority. The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee shall have the authority to retain special legal, accounting or other consultants to advise the Committee.

Operations & Procedures.

1. Capital Philosophy
   1. The Committee shall review the Company's financial affairs with senior management, and in this context:
      1. Will periodically review the Company's capital allocation philosophy.
      2. Will review the financial implications of the Company's Medium Range Plan at least annually with particular emphasis on the Company's financial position, its capital structure, its dividend policy, its share repurchase policy, and its capital expenditure program.
      3. Will review the Company's performance against approved budgets, long-term trends & industry benchmarks.
   2. The Committee will review management's proposals regarding the following matters, and will either make recommendations to the Board regarding such matters, or approve such matters and thereafter report such approval to the Board:
      1. Share issuance.
      2. Payment (or non-payment) of dividends on the Company's common and preferred stock at the same annual rate generally established by the Board in January of each year.
      3. Proposed share repurchase programs.
   
   
2. Treasury Matters
   1. The Committee will, at least annually, review the Company's policies regarding proposed usage of the end-user exception from the mandatory clearing and exchange trading requirements for certain swaps under the Dodd-Frank Wall Street Reform Act.
   2. The Committee will review management's proposals regarding the following matters, and will either make recommendations to the Board regarding such matters, or approve such matters and thereafter report such approval to the Board: the Company's financing arrangements, including loans and capital markets transactions.
   3. The Committee will review and approve the Company's:
      1. Hedging strategies for currency.
      2. Cash management and liquidity position.
      3. Banking resolutions and authority.
   4. The Committee will review the Company's credit rating with senior management.
   
   
3. Major Expenditures and Key Strategic Decisions

   The Committee will review management's proposals and will either make recommendations to the Board regarding such matters, or approve such matters and thereafter report such approval to the Board:

   1. Proposed major acquisitions or divestitures in accordance with the delegation of authority thresholds established by the Board.
   2. Proposed joint ventures and strategic alliances.
   3. Proposed major capital expenditures in accordance with delegation of authority thresholds established by the Board.
   4. Proposed technology and innovation expenditures and associated budgets and risks.
   5. Significant investments in support of the Company's technology and innovation strategies.
   6. Entry or exit to or from business lines.
   7. Equity and venture investment strategies and policies applicable to investments including those below the Committee and Board approval thresholds.
   8. Post-completion performance of acquisitions, major capital expenditures, and technology strategies.
   9. Specific financial transactions such as the method of obtaining financing for the Company's growth as well as the financing of major acquisitions or capital investments.
   10. Payment and approval thresholds for cash commitments and changes to the delegation of authority thresholds established by the Board.
   
   
4. Risk Management
   1. The Committee will review on an annual basis the investment performance of the Company's retirement and profit-sharing funds.
   2. The Committee will periodically review the adequacy of the Company's insurance and self-insurance programs.
   3. The Committee will review annually with management the potential impact of financial and non-financial risk scenarios on the Company's long-term capital position.
   4. Review periodically with management the Company's tax program.
   
   

May 4, 2021