2003 Committee Charter : HON

The Committee shall review this Charter on an annual basis and recommend any
proposed changes to the Board for approval.
I. Composition
The Committee shall be composed of three or more members of the Board of
Directors who meet the independence requirements of the Securities Exchange Act of
1934 and of the listing standards of the New York Stock Exchange.
The members of the Committee shall be appointed and replaced by the Board.
II. Meetings
The Committee shall meet at least two times each fiscal year.
III. Purpose
The Committee shall (1) identify individuals qualified to become Board members,
and recommend to the Board the nominees for election to the Board at the next annual
meeting of shareowners; (2) develop and recommend to the Board a set of Corporate
Governance Guidelines applicable to the Company; (3) lead the Board in its annual
review of the performance of the Board and its committees; and (4) recommend Director
nominees for each committee to the Board.
IV. Responsibilities
The Corporate Governance Committee shall:
1. Review policies and make recommendations to the Board, as appropriate,
a. The size and composition of the Board;
b. The qualifications and criteria for election to the Board, and procedures
for shareowner nomination of candidates for the Board;
c. Retirement from the Board;
d. The compensation and benefits of non-employee Directors;
e. The conduct of business or other transactions between the Company
and any person or entity affiliated with a Director; and
f. The structure and composition of, and membership on, Board
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2. Actively seek individuals qualified to become Directors and recommend
candidates for all directorships.
3. Have the sole authority to retain and terminate any search firm to be used to
identify Director candidates, and shall have sole authority to approve the search firm's
fees and other retention terms. The Committee shall also have authority to obtain
advice and assistance from internal or external legal, accounting or other advisors.
4. Receive comments from all Directors, and report annually to the Board with
an assessment of the performance of the Board and its committees and
recommendations for improvements, which review shall be discussed with the full
5. Review and reassess the adequacy of the Corporate Governance Guidelines
of the Company and recommend any proposed changes to the Board for approval.
6. Report regularly to the Board of Directors of the Company and perform such
other functions as may be assigned to it from time to time by the Board or its Chairman.
7. Form and delegate authority to subcommittees where appropriate.
8. Undertake an annual performance evaluation of the activities of the
Committee, including the Committee's responsibilities as set forth above.