2003 Governance Charter: ATK

Nominating and Governance Committee of the Board of Directors

Charter

I. PURPOSE

The primary purpose of the Nominating and Governance Committee is to identify individuals qualified to become Board members, and to recommend that the Board select director nominees for the next annual meeting of shareholders; to develop and recommend to the Board a set of corporate governance principles applicable to the Corporation; to make recommendations to the Board on Board organization and operation; and to oversee the process of assessing Board effectiveness.

II. COMPOSITION

The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors. A director shall be deemed independent if the director qualifies as independent under the listing standards of the New York Stock Exchange.

III. MEETINGS

The Committee shall meet at least two times annually, or more frequently as determined by the Board or Committee.

IV. RESPONSIBILITIES AND DUTIES

The Committee's primary duties and responsibilities are to:

1.
Review with the Board the appropriate skills and characteristics desired on the Board and recommend that the Board add new directors or remove existing members as needed to meet the desired skills and characteristics.


2.
Propose to the Board a slate of candidates for nomination for election as directors by the stockholders at each annual meeting of stockholders.


3.
Lead the process for identifying candidates for new board members and recommend candidates for nomination to the Board.


4.
Recommend the Board's committee structure, including the authority to delegate to subcommittees, and committee assignments to the Board, including the rotation of committee chairs and members approximately every three years, but rotation shall not be required in cases where the Board determines that continued service of a director on a committee is in the best interests of the committee's performance of its responsibilities.


5.
Annually review the qualifications of non-incumbent candidates for election as the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer, and recommend such officers for election by the Board.
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6.
Annually review the Board's Corporate Governance Principles and recommend changes to the Board as necessary.


7.
In the Committee's sole discretion, retain and terminate a search firm to be used to identify director candidates, including the right to approve the search firm's fees and other retention terms, and to retain any outside advisors, as the Committee may deem appropriate.


8.
Conduct an annual performance evaluation of the Committee and report the results to the Board. Recommend to the Board changes to improve Board operations as needed.
V. OPERATIONS OF THE COMMITTEE

The Secretary of the Corporation, or such other person as may be designated by the Chairperson of the Committee, shall act as secretary and keep the minutes of all meetings of the Committee.

The Committee shall promptly inform the Board of all actions taken or issues discussed between Board meetings. This will generally take place at the Board meeting following a Committee meeting.

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