| Subject      to the supervision and oversight of Senior Officers, the Committee shall      be responsible for the following tasks: |
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|                                                                                                                               | - | Review      and, as necessary, help revise the Corporation's controls and other      procedures ("Disclosure Controls and Procedures") to ensure that (i)      information required by the Corporation to be disclosed to the Securities      and Exchange Commission (the "SEC"), and other written information that      the Corporation will disclose to the public is recorded, processed,      summarized and reported accurately and on a timely basis, and (ii) such      information is accumulated and communicated to management, including the      Senior Officers, as appropriate to allow timely decisions regarding      required disclosure. |
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|                                                                                                                               | - | Assist      in documenting, and monitoring the integrity and evaluating the      effectiveness of, the Disclosure Controls and  Procedures. |
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|                                                                                                                               | - | Review      the Corporation's (i) Annual Report on Form 10-K, Quarterly Reports on      Form 10-Q, and Current Reports on Form 8-K, proxy statement, material      registration statements, and any other information filed with the SEC      (collectively, the "Reports"), (ii) press releases containing financial      information, earnings guidance, forward-looking statements, information      about material transactions, or other information material to the      Corporation's security holders, (iii) correspondence broadly disseminated      to shareholders, and (iv) other relevant communications or presentations      (collectively, the "DisclosureStatements"). |

|   | - | Discuss      information relative to the Committee's responsibilities and proceedings,      including (i) the preparation of the Disclosure Statements and (ii) the      evaluation of the effectiveness of the Disclosure Controls and      Procedures. |
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|   | -      | Control      Environment: The directives of the Board and Audit Committee; the      integrity and ethical values of the Corporation's officers and employees,      including the "tone at the top"; the Corporation's Code of Conduct; and      the philosophy and operating style of management, including how employees      are organized and how authority is  delegated. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                          |
|   | -      | Risk      Assessment: The identification and analysis of relevant risks to      achieving the goal of accurate and timely disclosure, forming a basis for      determining how the risks should be  managed.                                                                                                                                                                  |
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|   | -      | Control      Activities: The procedures to ensure that necessary actions are      taken to address and handle risks to achievement of      objectives.                                                                                                                                                                                                                        |
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|   | -      | Information      and Communication: The accumulation, delivery and communication of      financial information throughout (i.e., up, down and across) the      organization.                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                          |
|   | -      | Monitoring:      The assessment of the quality of the financial reporting systems      over time through ongoing monitoring and separate evaluations, including      through regular management supervision and reporting of deficiencies      upstream.                                                                                                                      |

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