NOMINATING AND CORPORATE

Committee Members:

GOVERNANCE COMMITTEE                             

James R. Ukropina, Chairman

     *  Membership

Nolan D. Archibald

     *  Purposes

Norman R. Augustine

     *  Responsibilities

James O. Ellis, Jr.

     *  Authorities

Douglas H. McCorkindale

  

Eugene F. Murphy

 

Joseph W. Ralston


Membership:

The Nominating and Corporate Governance Committee shall consist of three (3) or more Directors who meet the independence requirements of the New York Stock Exchange.  The members of the Nominating and Corporate Governance Committee shall be elected by the Board of Directors to serve at the pleasure of the Board of Directors.  The Board of Directors shall designate from among the membership of the Nominating and Corporate Governance Committee a committee chairman.  Upon recommendation by the Nominating and Corporate Governance Committee, the Board may remove any committee member at any time.

Purposes:

The Nominating and Corporate Governance Committee shall make recommendations to the Board of Directors concerning the composition of the Board and its committees including size and qualifications for membership; recommend to the Board the role of the Board in the corporate governance process; and oversee the evaluation of the Board of Directors and its committees.

Responsibilities:

In order to achieve the purposes outlined in this charter, the Nominating and Corporate Governance Committee shall be assigned the following responsibilities:

1. Nominees for Election to Board of Directors.  Recommend to the Board of Directors nominees for election to fill any vacancy occurring in the Board and fill new positions created by an increase in the authorized number of directors of the Corporation.  Each year, the Nominating and Corporate Governance Committee shall recommend to the Board of Directors a slate of directors to serve as managementís nominees for election by the stockholders at the annual meeting.  The Committee shall annually review the criteria for selection of director nominees and shall identify individuals for nomination as directors of the Corporation whose selection is consistent with the corporate governance guidelines of the Board of Directors.

2. Board and Committee Organization and Assignments.  Oversee the organization and function of the Boardís committees; each year, the committee shall recommend to the Board of Directors the membership of each committee to be effective following the Annual Meeting of Shareholders.  The Committee shall recommend the filling of any vacancy occurring on a committee, as needed.

3. Corporate Governance Guidelines.  Develop and recommend to the Board of Directors corporate governance guidelines applicable to the Corporation and compliant with application requirements, which shall be reviewed annually or more frequently, as appropriate.

4. Compensation of Directors.  Review and recommend to the Board of Directors the compensation of the Board of Directors, including the nature and adequacy of director and officer indemnification and liability insurance.

5. Board and Committee Self-Assessments.  Develop and recommend to the Board of Directors an annual self-evaluation of the Board and each of its committees.  The Nominating and Corporate Governance Committee shall annually conduct a performance evaluation of the committee.

6. Presiding Director.  The Chair of the Nominating and Corporate Governance Committee shall preside as Chair at Board of Directors meetings while in non-employee executive sessions of the Board, or when the Chairman of the Board is ill, absent, incapacitated or otherwise unable to carry out the duties of Chairman.

Authorities:

In furtherance of its responsibilities, the Nominating and Corporate Governance Committee shall possess the following authorities:

1. Outside Advisors.  The Committee may retain, at company expense, any outside advisor, including outside counsel and search firms to assist in identifying director candidates.

2. Delegated Authority.  The Committee may perform such other functions and exercise such other powers as may be delegated to it from time to time by the Board of Directors.

3. Reports to Board of Directors.  The Committee shall report all action by the Nominating and Corporate Governance Committee to the Board of Directors at its meeting next succeeding such action, which shall be subject to revision and alteration by the Board of Directors.

4. Committee Charter.  The Committee shall review and recommend to the Board of Directors the adequacy of its charter and proposed changes annually or as otherwise needed.