2003 Governance Charter: G

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

1. PURPOSE

The purpose of the Nominating Committee and Corporate Governance Committee is to identify and recommend to the Board for selection as director nominees individuals qualified to become board members and to develop and recommend the Company's Corporate Governance Principles.


2. RESPONSIBILITIES

The Nominating and Corporate Governance Committee's primary responsibilities include:


Developing criteria for the selection of new directors in addition to those provided in the Corporate Governance Principles.

Identifying and recommending director nominees to the Board for election at each annual meeting.

Annually nominating candidates for the position of Lead Director.

Annually recommending appointments to the committees of the Board.

Setting the Company's policies and criteria to evaluate the Chief Executive Officer's performance and evaluating such performance against those policies and criteria, which will include, among other things: personal qualities such as leadership, statesmanship and responsiveness, general management qualities such as a global perspective on the business, short term results, strategic thinking, and planning, knowledge of the business and preparedness; financial expertise such as value creation capital planning and communications with the financial and investment communities; and qualities relating to the use of human resources such as developing management talent and creating an effective organization.

Evaluating the effectiveness of the Board and its committees and recommending ways to improve the performance of the Board and its committees.

Recommending ways to enhance services to and improve communications and relations with the Company's shareholders.
Developing a set of corporate governance principles applicable to the Company. Such principles shall address the following subjects: director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession, and annual performance evaluation of the board and its committees.
Recommending proposed changes to the Company's Certificate of Incorporation and Bylaws.
Reviewing and reassessing this charter and submitting any suggested changes to the Board for review.

3. MEMBERSHIP AND ORGANIZATION

The Nominating Committee and Corporate Governance Committee shall consist of at least three members of the Board of Directors as the Board shall from time to time determine. Each member shall be "independent" as that term is defined from time to time by the rules of the New York Stock Exchange.
The members of the Committee shall be elected by the Board of Directors at its first meeting following the Annual Meeting of Shareholders and shall serve until the first meeting of the Board of Directors following the Annual Meeting of Shareholders and until their successors are elected or until their earlier death, resignation or removal, with or without cause, in the discretion of the Board. Unless a Chair is elected by the Board of Directors, the members of the Committee shall elect a Chair by majority vote of the full Committee membership.
The Committee may delegate its authority to a subcommittee or subcommittees.
The Committee shall promptly inform the Board of the actions taken or issues discussed at its meetings. This will generally take place at the Board meeting following a committee meeting.

4. MEETINGS

The Committee shall meet three times annually, or more frequently if circumstances dictate. Any member of the Committee may call a meeting of the Committee upon due notice to each other member at least forty-eight hours prior to the meeting. Two members shall constitute a quorum. If a quorum is present, a majority of the members present shall decide any question brought before the Committee.

5. ADVISORS

The Committee shall have the exclusive authority, at the expense of the Company, to retain (including authority to approve fees and other retention terms) any search firms to be used to identify director candidates, and such independent consulting, legal and other advisors as it shall deem appropriate without management approval.

6. PERFORMANCE REVIEW

The performance of the Committee shall be evaluated annually, which evaluation may be included as a part of the Board surveys.


This Charter sets forth the responsibilities and powers of the Nominating and Corporate Governance Committee as delegated by the Board of Directors. The Committee relies to a significant extent on information and advice provided by management and independent advisors. Whenever the Committee takes an action, it exercises its independent judgment on an informed basis that the action is in the best interests of the Company and its shareholders.]