2003 Governance Charter: NAV

COMMITTEE ON COMPENSATION AND GOVERNANCE CHARTER


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All members of the Committee on Compensation and Governance shall be Independent Directors as defined in the Board's Corporate Governance Guidelines and as set forth in the proposed New York Stock Exchange (NYSE) rules, and as both may be amended from time to time ("Corporate Governance Guidelines"). The Committee on Compensation and Governance shall be chaired by an Independent Director appointed by the Board.

The function of the Committee on Compensation and Governance shall be to advise Management and to exercise the following powers and duties with respect to the following matters involving the Corporation and, if so specified, its subsidiaries:

MATTERS REGARDING THE BOARD

Recommendations to the Board regarding the number of Directors;
Recommendations to the Board as to the number of standing committees of the Board and the structure and charters for them;
Recommendations to the Board as to the criteria to be used by the Board in making decisions about:
the membership of the standing committees;
the appointment of Committee chairs, and;
the membership of the Board;
Recommendations to the Board regarding the determination of which of the Directors are Independent Directors;
To lead the search for individuals qualified to become members of the Board and to make recommendations to the Board regarding:
nominees to be proposed to the Corporation's shareowners for election to the Board;
nominees to be appointed by the Board pursuant to the by-laws, and
the assignment of Directors to classes in accordance with the Corporation's Certificate of Incorporation;
Recommendations to the Board regarding the appointment of Directors to the Board's standing committees;
Review and annual report to the Board regarding the compensation of the Directors, which shall include comparisons of the Directors' compensation with the compensation received by directors of other corporations, and recommendations to the Board regarding changes in compensation of the Directors, including the compensation of the Chair of the Board;
Develop and recommend to the Board a set of corporate governance guidelines applicable to the Corporation;
Recommendations to the Board regarding the processes and criteria to be used in evaluating the performance of the Board;
MATTERS REGARDING MANAGEMENT

Review and approve the corporate goals and objectives with respect to compensation for the Corporation's Chief Executive Officer. The Committee shall evaluate at least once a year the Chief Executive Officer's performance in light of these established goals and objectives and based upon these evaluations shall set the Chief Executive Officer's annual compensation;
As to the Corporation and any of its material direct subsidiaries, recommendations to the Board regarding the organization structure, the election of all corporate officers, and the designation of their titles and responsibilities;
Recommendations to the Board regarding the adoption of and amendments to stock-based plans and other plans involving the issuance of Corporation securities;
Recommendations to the Board regarding the salary and other compensation arrangements or perquisites and the continuation or assumption of directorships or other business activities for any of the Corporation's executive officers who also are directors of the Corporation, and such other officers as the Board by resolution may direct;
Review and approval of the salary and other compensation arrangements or perquisites and the continuation or assumption of directorships or other business activities for each executive officer of the Corporation and any material direct subsidiary of the Corporation other than the persons referred to in paragraph 13 above;
Review and approval of the adoption of and material changes to benefit programs and management incentive and compensation plans or arrangements for the managerial and professional employees of the Corporation and all of its direct and indirect subsidiaries;
Review of programs for assessment, selection, and succession planning for officers and key executives of the Corporation and its material direct subsidiaries, and programs for training and development of executive level employees of the Corporation taking into account such objectives as diversity;
Exercise of such powers as are granted to the Committee on Organization or the Committee on Compensation and Governance in any plan adopted by the Corporation;
Preparation of an annual report on executive compensation for publication in the Corporation's proxy statement;
OTHER MATTERS

Conduct and present to the Board an annual performance evaluation of the Committee.
Recommendations to the Board regarding any proposal received from any shareowner concerning any of the foregoing matters which the shareowner proposes to present for action by the Corporation's shareowners; and
Such other duties and responsibilities as may be assigned to the Committee on Compensation and Governance by law, the Corporation's charter or bylaws or the Board.
In accordance with the Corporate Governance Guidelines, the Committee chair also shall chair the meetings of the non-employee Directors to evaluate the Chief Executive Officer and the meetings of the Directors to evaluate the structure, processes and performance of the Board.

In carrying out these responsibilities, the Committee shall have full access to the independent public accountants, the internal auditors, the general counsel, any of the Corporation's non-employee attorneys and advisors and such executive and other personnel in the Corporation as in its judgment seems appropriate. The Committee shall have the authority to retain any search firm engaged to assist in identifying director candidates, or such compensation consultants, legal and other advisors as the Committee deems appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.

AS REVISED BY THE BOARD OF DIRECTORS ON DECEMBER 10, 2002.