1.                  organization

The Nominating and Corporate Governance Committee (the “Committee”) of KCS Energy, Inc. (the “Company”) shall consist of three or more directors as determined by the Board of Directors of the Company (the “Board”), each of whom shall be free from any relationship that in the opinion of the Board would interfere with the exercise of independent judgment as a member of the Committee.  Each member of the Committee shall meet the independence requirements of the New York Stock Exchange.

The members of the Committee shall be elected by the Board at the annual organizational meeting of the Board for a one-year term and may be re-elected for successive terms.  Each member shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal.  One member of the Committee will be elected by the Board as Chairman and will be responsible for the scheduling of regular and special meetings and the functioning of the Committee.  The Board may, pursuant to the By-laws of the Company, remove a member of the Committee at any time, with or without cause, provided that the Board must, at all times, assure that the Committee will have a Chairman and sufficient members to satisfy the requirements set forth above relating to the number and qualifications of Committee members.

The Committee shall meet as often as necessary to carry out its responsibilities. Meetings may be in person or by telephone as needed to conduct the business of the Committee.  A majority of the members, but not less than two, will constitute a quorum. The Committee may take action by the unanimous written consent of the members in the absence of a meeting.  The Committee will cause to be kept adequate minutes of all its proceedings. The Chairman of the Committee shall report on any Committee meeting held at the next regularly scheduled Board meeting following the Committee meeting.

2.                  statement of purpose and authority

The Committee shall assist the Board in its oversight responsibilities with respect to:

·                    corporate governance;

·                    the identification and recommendation of individuals qualified to become Board members, consistent with criteria approved by the Board; and

·                    the evaluation of the Board and management.

The Committee shall have the authority to delegate its responsibilities to any subcommittee of one or more independent directors.  Any such subcommittee must have a published committee charter.  In addition, the Committee shall have the sole authority to retain and terminate any search firm or other consultants to provide advice regarding corporate governance and the identification of director candidates, including the sole authority to approve the search firm’s or other consultant’s fees and other retention terms.


            The Committee is responsible for considering and making recommendations to the Board concerning the appropriate size, function, needs and composition of the Board and regarding corporate governance. In fulfilling its responsibilities to the Board and stockholders, the Committee will have certain responsibilities and follow certain procedures, as described below.  The timing and extent of specific steps to be taken within each such procedure is fully within the discretion of the Committee.  Other responsibilities and procedures of the Committee may be required from time to time by applicable law, the rules of the New York Stock Exchange, the Company’s By-laws or the Board.

In fulfilling its responsibilities, the Committee shall:

·                    review and approve minimum qualifications for director nominees by the Board and by stockholders;

·                    identify individuals qualified to become Board members, consistent with criteria adopted by the Board;

·                    select, or recommend that the Board select, the director nominees for the next annual meeting of the stockholders;

·                    approve the Company’s policy regarding the consideration of any director candidates recommended by stockholders and procedures for submitting recommendations;

·                    review any candidate for director recommended by stockholders;

·                     conduct the appropriate inquiries and deliberations regarding the background and qualification of possible candidates for director;

·                    consider questions of possible conflicts of interest of prospective and current Board members;

·                    oversee the evaluation of the Board and management;

·                    develop and recommend to the Board a set of corporate governance guidelines applicable to the Company;

·                    review periodically with the Chairman and Chief Executive Officer the succession plans relating to positions held by executive officers, and make recommendations to the Board with respect to succession policy;

·                    review and approve the policies and disclosures related to corporate governance and director nominations to be set forth in the Company’s annual proxy statement under the rules and regulations of the Securities and Exchange Commission;

·                     monitor and recommend the function and composition of the various committees of the Board;

·                     establish director retirement policies;

·                     consider matters of corporate governance and review, periodically, the Company’s Corporate Governance Guidelines, Code of Conduct, Code of Ethics for Senior Financial Officers and Code of Business Conduct and Ethics for Directors, Officers and Employees and making recommendations to the full Board regarding any changes;

·                     review and make recommendations to the Board regarding the Company’s response to stockholder proposals for inclusion in the Company’s annual proxy statement;

·                     recommend, for approval by the independent directors of the Board, a process by which the Company’s stockholders may communicate with the full Board, the director who presides at executive sessions of non-management directors or with the non-management directors as a group and any other individual directors and the process for determining which communications will be relayed to Board members;

·                    report periodically to the full Board regarding its actions and recommendations;

·                     conduct an annual performance evaluation of its performance; and

·                     review and assess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.

Adopted: April 19, 2004


Revised: March 2, 2005