Corporate Governance and Nominating Committee Charter
Effective 1 October 2004


The Corporate Governance and Nominating Committee (the "Committee") shall assist the Board of Directors (the "Board") in fulfilling its oversight responsibilities to assure that the Company is governed in a manner consistent with the interests of its shareowners. In particular, on an ongoing basis, the Committee (1) shall monitor and advise the Board regarding matters relating to developing and implementing Board structure, organization, and other governance practices; and (2) identify, recruit, and propose nominees for election to the Board.

Committee Structure; Member Qualifications, Appointment, and Removal

The Committee shall consist of at least three directors who, along with the chairperson of the Committee, are appointed by the Board upon recommendation of the Committee, and may be removed by the Board in its discretion. All members of the Committee shall be independent directors under the standard adopted by the New York Stock Exchange.

Authority and Responsibilities

In furtherance of the Committee's purpose, the Committee shall have the following authority and responsibilities:

  1. To monitor and, as appropriate, make recommendations to the Board regarding all matters involving corporate governance including
    1. A set of corporate governance principles or guidelines applicable to the Company;
    2. The code of business conduct and ethics of the Company;
    3. The size, composition, structure, and responsibilities of the Board and the committees of the Board; and committee members, chairpersons, and charters;
    4. Board and Board committee meeting schedules and agendas;
    5. Board and Board committee compensation, benefit, and expense reimbursement plans and programs;
    6. Requirements for, and means of, director orientation and ongoing education;
    7. Board tenure and performance assessment policies and practices;
    8. Policies for governing the Company during emergencies; and
    9. Proposals from shareowners relating to corporate governance matters.


  1. The Committee shall
    1. Lead efforts to identify, recruit, and attract potential Board candidates who meet the qualifications for Board membership specified in the Corporate Governance Guidelines and will strengthen the Board, taking into consideration such things as maintaining an appropriate mix on the Board of knowledge, experience, and expertise important to the Company; personal and professional integrity; independence from management and absence of conflicts of interest; willingness and ability to devote sufficient time to the affairs of the Company and the diligent performance of the responsibilities of a director; and the need for a sufficient number of independent directors with the appropriate skills, experiences, and other characteristics to provide qualified persons to fill all Board committee positions required by law, regulation, or listing standards to be filled by independent directors.
    2. Consider the performance of incumbent members of the Board in determining whether to recommend that they be nominated for reelection, taking into consideration the extent to which they continue to meet the qualifications for Board membership specified in the Corporate Governance Guidelines and the current needs of the Board.
    3. Consider suggestions for Board membership proposed by shareowners in accordance with the notice provisions and procedures set forth in the Company's By-Laws, as Amended, and applicable law, or submitted in accordance with the Committee's Policy on Consideration of Director Candidates Recommended by Shareholders and Procedure for Submission.
    4. Recommend to the Board (i) those persons to be nominated for membership on the Board who shall be submitted to the shareowners for election at each Annual Meeting of Shareholders, and (ii) the nominees for directors to be elected by the Board to fill vacancies and newly-created directorships.

Committee Operations: Meetings, Agendas, Reporting, Delegation, and Performance Evaluation

The Committee may determine the procedural rules for its meeting and the conduct of its business, except as otherwise required by law. Adequate provision is made for notice to members of all meetings; one-third of the members, but not less than two, constitute a quorum; and all matters are determined by a majority vote of the members present. The Committee may delegate all or a portion of the authority granted to it by the Board to one or more of the Committee members, senior executives, or committees, subject to applicable plans, laws, regulations, and listing standards.

The Committee proposes its regular meeting schedule for each year for approval by the Board. The Chairman of the Board, the Corporate Secretary, and the Committee Chairperson agree on the length of regular meetings and the need to schedule additional special meetings.

The annual Committee agenda and individual meeting agendas are developed by the Chairman of the Board and Corporate Secretary in consultation with the Committee Chairperson, with input from appropriate members of management and staff.

The Committee Chairperson reports to the Board on Committee meetings and actions, and the Committee Secretary (who is the Corporate Secretary or an Assistant Corporate Secretary) keeps minutes of all Committee meetings, which are distributed to Committee members for review and approval.

The Committee evaluates its performance annually and discusses the outcome of the evaluation with the full Board.


In order to carry out its responsibilities, the Committee shall have (i) such authority as it deems necessary to confer with the Company's independent advisors and officers; (ii) sole authority to retain and terminate any search firm to be used to identify director candidates, including authority to approve the search firm's fees and other retention terms; and (iii) sole authority to conduct or authorize investigations into any matters within the scope of the Committee's responsibilities, including to retain and terminate independent counsel or other advisors to advise the Committee with respect to such matters.