2003 Governance Charter: AICOOB

I. Purpose & Goals.

The Committee's purpose is to establish, periodically review, and oversee the implementation of governance standards for the Company that are consistent with the Company's Articles, By-Laws, Code of Regulations, applicable federal and Ohio law and the rules of the New York Stock Exchange. The Committee's goal is to assist the Board in establishing and maintaining an effective method of governance and in recruiting and retaining directors and management of the highest caliber.

With regard to directors, the Committee is responsible for establishing director qualifications, seeking and retaining qualified directors, evaluating candidates for directorship proposed by shareholders and recommending to the Board individuals to be nominated or appointed as new or continuing directors. The Committee shall also determine director independence, review director compensation with the Compensation and Benefits Committee, oversee director orientation and continuing education, annually evaluate director performance, and periodically review the Company's director retirement policy. The Committee shall recommend to the Board, committee and committee chair assignments for directors.

The Committee will insure that the Company's non-management directors meet regularly in executive session, and the Committee will select annually the Chair who will preside at such executive sessions in the event that the Company's Chairman of the Board is not an independent director.

With regard to the Company's management, the Committee shall be responsible, in conjunction with the Compensation and Benefits Committee, for evaluating on an annual basis the Company's Chief Executive Officer and senior management. The Committee shall also be responsible for succession planning for management and shall assist in the location and recruitment of qualified candidates.

II. Governance Oversight.

The Committee shall review all proposed changes to the Company's governance. The Committee is responsible for insuring that all directors shall have full and complete access to management and the Company's books and records and that the Board, its independent directors or any of the Company's Board committee's have the assistance of such independent advisors as are deemed necessary or appropriate.

The Board shall have five regularly scheduled meetings each year and such other meetings as are necessary or appropriate.

The non-management directors of the Company shall meet regularly in executive session; and the Governance and Nominating Committee will select annually the Chair who will preside at such executive sessions in the event that the Company's Chairman of the Board is not an independent director. Any interested employees or shareholders may communicate with the non-management directors through the Company's Secretary who shall forward all such communications to those directors.

III. Director Qualification, Evaluation and Retirement.

The Company's Board is divided into three classes of directors, with one class being elected at each Annual Meeting of Shareholders for a term of three years.

The goal of the Committee is to recruit and retain directors who have the character, education, training, experience and demonstrated diligence to provide a significant contribution to the responsible and profitable conduct of the Company's business. Honorary or emeritus directors are not deemed to be in the best interests of the Company. A majority of the Company's directors shall be independent of the Company as determined and reported by the Committee and there shall be no more than three management directors.

The Committee shall evaluate on an annual basis the performance of all directors and shall report on such evaluation to the Board. As part of its annual evaluation processes, the Committee shall review with prospective and continuing directors, their involvement on the Boards and as management of other organizations and their participation on the Company's Board and committees to insure that they are able and willing to prepare for and fulfill their duties and responsibilities to the Company and its shareholders.

The Committee shall determine whether a director is "independent" and shall report such determination to the Board. Directors are expected to notify the Committee if they believe their status has changed. A director shall not be deemed "independent" unless the director has no material relationship directly or indirectly with the Company or its subsidiaries and has had no such relationship for the previous five years. A director shall not be deemed "independent" if the director receives any compensation, other than as a director, from the Company or its subsidiaries.

Non-management directors shall not be eligible for nomination for re-election after they have reached the age of 70 and are expected to retire at the annual meeting of shareholders following their reaching the age of 72. Management directors are expected to resign upon retiring or departing from the Company unless requested to remain as a director by the Board upon recommendation of the Committee. No director shall serve more than four full terms of three years each.

IV. Committee Membership.

The Company shall have four standing committees, which are the Executive Committee; the Governance and Nominating Committee; the Audit, Finance and Pension Committee; and the Compensation and Benefits Committee. The Company shall have such other committees as the Board deems necessary or appropriate.

All standing committees other than the Executive Committee shall be comprised entirely of independent directors; and all committees serve at the pleasure of the Board. Each committee shall create its own charter and recommend to the Board that it be adopted.

Except when meeting in executive session as determined by its Chair, all committee meetings shall be open to all directors and to such management and advisors as the Chair shall invite. Minutes of all committee meetings shall be maintained by the Company's Secretary and distributed to all committee members. The Chair of each committee shall report upon any meeting of his committee at the next regularly scheduled meeting of the Board.