Created as a permanent committee of the Board of Directors by Board Resolution on May 22, 1991.

Charter:

(1) The Pension and Savings Plans Committee (the "Committee") establishes procedures, documents its selections, may delegate its responsibilities to others, and may engage the services of others to assist in carrying out its responsibilities.

(2) The Committee is charged with the discretion, responsibility and authority to oversee the management of plan assets relating to each of the defined benefits pension and other retirement and savings plans maintained by any company that is a member of the controlled group of corporations of which the Company is the parent (the “Plans”). Specifically, the Committee shall determine the investment policy and strategy for the Plans, but the applicable Retirement Committee constituted with management employees shall make the determinations necessary to execute the policy applicable to the plan and shall report key decisions to the Committee. The Committee shall report periodically to the full Board of Directors.

(3) The Committee may delegate any of its powers and duties to individuals, committees or subcommittees. The members of the Committee, and their delegates, shall act as agents of the Company and not in their capacity as individuals. In addition, the Committee may revoke any such delegation at any time by advising the affected part(y)(ies) in writing that the delegation is or will be terminated. (The Board also may delegate any of the powers and duties of the Committee to individuals or other committees.)

(4) The Committee may engage the services of actuaries, accountants, lawyers, and other advisers to help it carry out its responsibilities. Any agreements or arrangements entered into for this purpose shall be in the name of the Company. Except as required by law, no such agreements or arrangements need be in writing, but if written, it may be executed by the Chairman of the Committee or by the Chief Executive Officer, the Chief Financial Officer or the Secretary of the Company.

(5) The members of the Committee, including a Chairman, shall be determined from time to time by resolution of the Board of Directors and shall consist of at least three members. The Committee shall meet periodically at the location and times established by the Chairman.

(6) The Committee shall review and re-examine this Charter annually and recommend any proposed changes to the Board of Directors for approval.

(7) The Committee shall annually review and evaluate its own performance.

(8) The Chairman shall establish such rules as may from time to time be necessary or appropriate to conduct Committee business.