Corporate Governance Committee/Charter

Committee Members:
     Kathryn L. Munro, Chairman
     Edward N. Basha, Jr.
     Pamela Grant
     Dr. Roy A. Herberger, Jr.
     Martha O. Hesse
     William S. Jamieson, Jr.
     Humberto S. Lopez
     Bruce J. Nordstrom


Corporate Governance Committee Charter:

GENERAL

The Corporate Governance Committee is composed of Directors who are independent within the meaning of applicable New York Stock Exchange rules ("Independent Directors").  Non-management directors who are not Independent Directors will be entitled to notice of, and may attend, all meetings of the Corporate Governance Committee; provided, however, that at least once per year the Corporate Governance Committee will meet in executive session solely with Independent Directors.

Members of the Committee are selected by the full Board on at least an annual basis and may be removed by the full Board at any time.

The Chairman of the Committee is selected by the Independent Directors and may be removed at any time by a majority of the Independent Directors.

The Committee is responsible to the Board of Directors and reports regularly to the Board on the activities of the Committee.

The Committee may create subcommittees and vest those subcommittees with the authority of the full Committee with respect to specific matters delegated to such subcommittees.

The Committee has sole authority to retain and terminate any search firm used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms.

CORPORATE GOVERNANCE COMMITTEE DUTIES AND RESPONSIBILITIES

1.       Development and recommendation to the full Board of the Board's criteria for selecting new Directors.

2.       Identify and evaluate individuals qualified to become members of the Board, consistent with criteria approved by the Board, and recommend Director nominees to the full Board.  If a shareholder complies with the director nomination procedures described in the Bylaws, the Committee shall consider such nomination.

3.       Recommend to the Board the Directors who should serve on each of the Board committees.

4.       Develop and recommend to the full Board a set of corporate governance principles applicable to the Company, addressing, at a minimum, the following matters:

a.  Director qualification standards, including policies regarding director independence, tenure, retirement, and succession.

b.  Director responsibilities, including basic duties and responsibilities with respect to attendance at Board and committee meetings and advance review of meeting materials.

c.  Director access to management and, as necessary or appropriate, independent advisors.

d.  Director orientation and continuing education.

e.  Policies and principles for Chief Executive Officer selection and performance review, as well as policies regarding succession in the event of an emergency or retirement of the Chief Executive Officer.

f.  Board and committee self-assessments on at least an annual basis to determine whether the Board and its committees are functioning effectively.

5.       Review and update the Committee's Charter at least annually.


MANAGEMENT'S RESPONSIBILITIES

1.       Provide the Corporate Governance Committee with the necessary resources to discharge the Committee's duties and responsibilities, as reflected in this Charter and as assigned to the Committee by the Board of Directors.

Effective as of January 19, 2005.