2004 Committee Charter : KSE

Purpose and Authority

The purpose and authority of the Corporate Governance and Nominating Committee
("Committee") is to:

o Establish qualifications and other criteria for candidates for a
position on the Corporation's Board of Directors;

o Identify individuals qualified to become directors and recommend to
the Board candidates for all directorships to be elected at an annual
or special meeting (including those existing directors standing for
re-election) and those to be elected by the Board between meetings of

o Oversee evaluation of the performance of the Board, with the
participation of the full Board of Directors;

o Develop and recommend to the Board the corporate governance principles
applicable to the Corporation and recommend, if necessary, any changes
to those principles;

o Consider and recommend to the Board, if appropriate, changes to the
Corporation's certificate of incorporation and by-laws;

o Review environmental matters that impact, or may impact, the
Corporation and its assets, and monitor the status of the
Corporation's environmental compliance and remediation programs;

o Establish and review the Corporation's policies and monitor the
Corporation's performance with respect to employee matters, including
but not limited to:
a) Business Ethics,
b) Diversity and Equal Employment Opportunity Initiatives, and
c) Work Safety Issues; and

o Review community affairs programs and the activities and efforts of
the Corporation to fulfill its role as a responsible corporate

The Committee is designated by the Board and receives its authority from the
Board to which it reports. The Board has vested in the Committee the authority
to carry out its purposes and responsibilities as noted in this Charter. The
Committee is authorized to select, retain and/or replace, as needed, advisors,
consultants and legal counsel to provide independent advice to the Committee. In
that connection, in the event the Committee retains any such advisor,
consultant, or legal counsel the Committee shall have the sole authority to
approve such consultant's fees and other retention terms. The Committee shall
also have the sole authority to retain and to terminate any search firm to be
used to assist it in identifying candidates to serve as directors of the
Corporation, including the sole authority to approve the fees payable to such
search firm and any other terms of retention.

The Committee shall be comprised of three or more members of the Board of
Directors. Committee members shall be appointed, continued or replaced at the
discretion of the Board of Directors. In the event of the absence of any member
or members from a meeting, alternate members may be designated by the Committee
Chairman. All members, including alternate members, are at all times required to
be determined by the Board to be "independent" directors under the then
applicable rules of the New York Stock Exchange and the Sarbanes-Oxley Act of
2002 and the regulations promulgated thereunder.

The members of the Committee shall be appointed by the Board of Directors and
shall serve until such member's successor is duly elected and qualified or until
such member's earlier resignation or removal. The members of the Committee may
be removed, with or without cause, by a majority vote of the Board.


Unless a Chairman is designated by the full Board of Directors, the members of
the Committee shall designate a Chairman by majority vote of the full Committee
membership. The Chairman shall be entitled to cast a vote to resolve any ties.
The Chairman will chair all regular sessions of the Committee and set the
agendas for Committee meetings.

Administrative Procedures

The Committee shall meet at least twice during the year, or as frequently as
deemed necessary by the Chairman to fulfill its responsibilities. The regular
attendance of non-members is permitted at the invitation of the Committee
Chairman. The Committee may also exclude from its meetings any persons it deems
appropriate in order to carry out its responsibilities. A quorum shall consist
of a majority of the Committee members. The Committee Chairman shall report the
Committee's activities and make recommendations to the Board.

Board of Director Candidate Criteria and Evaluation

In identifying and/or reviewing the qualifications of candidates for membership
on the Board of Directors, the Committee shall take into account all factors it
considers appropriate, which may include (a) ensuring that the Board, as a
whole, is diverse and consists of individuals with various and relevant career
experience, required and demonstrated technical skills, industry knowledge and
experience, financial expertise (including expertise that could qualify a
director as a "financial expert," as that term is defined by the rules of the
New York Stock Exchange and/or the Securities and Exchange Commission), local
community relationships and (b) required individual qualifications, including
personal and professional ethics, integrity and values, strength of character,
practical wisdom, mature judgment, familiarity with the Corporation's business
and industry, independence of thought and an ability to work collegially. The
Committee also may consider the extent to which the candidate would fill a
present need on the Board.

The Committee is authorized to conduct all necessary and appropriate inquiries
into the backgrounds and qualifications of potential candidates and to consider
issues of independence and possible conflicts of interest of current and
prospective members of the Board and executive officers, and whether a candidate
represents special interests in a manner that would impair his or her ability to
effectively represent the interests of all shareholders.

The Committee is authorized to review and make recommendations, as the Committee
deems appropriate, regarding the composition and size of the Board, retirement
provisions and/or term or age limits, all in order to ensure the Board has the
requisite expertise and its membership consists of persons with sufficiently
diverse and independent backgrounds to further the interests of the Corporation
and its shareholders.

Annual Evaluations

The Committee shall annually oversee evaluation of the performance of the Board,
with the participation of the full Board of Directors.

The Committee shall also perform an annual review and evaluation of the
performance of the Committee. In addition, the Committee shall perform an annual
review and assessment of this Charter.