Committee on Directors and Governance

Charter of the Committee on Directors and Governance

As adopted by the Committee on Directors and Governance on December 11, 2002, and by the Board of Directors on April 10, 2003; and most recently updated on February 8, 2006 by the Committee on Directors and Governance.

Purpose:

The Committee on Directors and Governance (the "Committee") shall consider and report periodically to the Board of Directors on all matters relating to the selection, qualification, and compensation of members of the Board as well as matters relating to the duties of the members of the Board. The Committee shall act as a nominating committee with respect to candidates for Director and will make recommendations to the full Board concerning the size of the Board and structure of committees of the Board. The Committee shall also assist the Board with oversight of corporate governance matters.

Membership:

The Committee shall consist of three or more members to be elected by the Board of Directors at its first meeting following the Annual Meeting of Stockholders. Committee members may be appointed or removed by a majority vote of the entire Board of Directors.

All members of the Committee shall be "independent directors" as determined by the Board of Directors pursuant to the Company's Corporate Governance Guidelines and the New York Stock Exchange Listing Standards, and shall meet any other applicable standards of the Securities Exchange Act of 1934 and rules and regulations promulgated thereunder, as they may from time to time be amended.

The Chairman of the Committee shall be designated by the Board of Directors.

Responsibilities:

The Committee shall:

1.       Develop qualification criteria for members of the Board of Directors.

2.       Develop and disclose a process for identifying and evaluating nominees for Director.

3.       Recommend to the Board the individuals to constitute the nominees of the Board of Directors for election at the next annual meeting of stockholders and who will be named as such nominees in the proxy statement used for solicitation of proxies by the Board.

4.       Recommend and nominate an individual for Director to fill the unexpired term of any vacancy existing in the Board of Directors or created by an increase in the size of the Board.

5.       Recommend and nominate members and chairs of standing Committees of the Board in consultation with the Chairman of the Board.

6.       Conduct an annual assessment of the size and composition of the Board of Directors and from time to time make recommendations to the Board for changes in the size of the Board as appropriate.

7.       Recommend and nominate individuals for election as officers of the Company.

8.       Provide oversight of corporate governance matters.

9.       Develop and recommend to the Board the Corporate Governance Guidelines for the Company. Review and reassess at least annually the adequacy of the Corporate Governance Guidelines of the Company and make recommendations for amendment to the Board as appropriate.

10.    Recommend to the Board a code of business conduct and ethics applicable to employees, officers and directors of the Company and the process for consideration and disclosure of any requested waivers of such codes for directors or executive officers of the Company.

11.    Oversee annual performance evaluations of the Board of Directors.

12.    Oversee the orientation of new Directors.

13.    Review competitive practice data regarding non-employee director compensation and make recommendations to the Board with respect to the amount and form of such compensation.

14.    Obtain input from all of the independent directors and recommend an independent Director to serve as Presiding Director at such times as the Board determines that a Presiding Director should be appointed.

Delegation to Subcommittees:

The Committee may form and delegate authority to subcommittees when appropriate.

Meetings:

The Committee shall meet at least three times each year, and additionally as appropriate. A majority of the members shall constitute a quorum. The Committee shall meet periodically in executive session.

Annual Review of the Charter and Performance:

The Committee Charter shall be reviewed at least annually and revised as appropriate. The Committee shall conduct an annual evaluation of its own performance.

Reports to the Board of Directors:

The Committee shall make regular reports to the Board of Directors.

Outside Consultants:

The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms.