2003 Committee Charter : PPP

Purpose
The Nominating and Corporate Governance Committee is appointed by the Board (1) to assist the Board by identifying individuals qualified to become Board members; (2) to recommend to the Board director nominees for the next annual meeting of shareholders; and, when appropriate, director appointees to take office between annual meetings; (3) recommend to the Board, following consultation with its Chairman, membership on standing Board committees; (4) to recommend to the Board the Corporate Governance Guidelines applicable to the Company; and (5) to lead the Board in its annual review of the performance of the Board and executive management.

Committee Membership
The Nominating and Corporate Governance Committee shall consist of no fewer than three members. The members of the Nominating and Corporate Governance Committee shall meet the independence requirements of the New York Stock Exchange.

The members of the Nominating and Corporate Governance Committee shall be appointed and replaced by the Board.

Committee Authority and Responsibilities

The Nominating and Corporate Governance Committee shall 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 Nominating and Corporate Governance Committee shall also have authority, to the extent it deems necessary and appropriate, to obtain advice and assistance from internal or external legal, accounting or other advisors.
In connection with each annual meeting of shareholders and when it otherwise becomes necessary or appropriate to identify candidates for membership on the Board, the Nominating and Corporate Governance Committee shall be responsible for coordinating the Board's efforts to locate qualified candidates, to evaluate their qualifications, and to recommend qualified candidates to the Board.
In assessing the qualifications of candidates, the Nominating and Corporate Governance Committee shall consider, in addition to criteria set forth in the Company's bylaws, each nominee's personal and professional integrity, experience, skills, ability and willingness to devote the time and effort necessary to be an effective board member, and commitment to acting in the best interests of the Company and its shareholders. Consideration shall also be given to the Board's having an appropriate mix of backgrounds and skills.
The Nominating and Corporate Governance Committee shall make recommendations for membership on all standing Board committees to the full Board of directors following consultation with the Chairman of the Board and with due consideration given to the desires and skills of individual directors.
As it deems appropriate, the Nominating and Corporate Governance Committee shall review and reassess the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.
The Nominating and Corporate Governance Committee shall fulfill such responsibilities as are delegated to it under the Company's Corporate Governance Guidelines.
The Nominating and Corporate Governance Committee shall make regular reports to the Board.
The Nominating and Corporate Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
The Nominating and Corporate Governance Committee shall oversee evaluations of the Board and executive management. The Committee shall receive comments from all directors and report annually to the Board with an assessment of whether the Board and its committees and executive management are generally functioning effectively.
The Nominating and Corporate Governance Committee shall annually review and evaluate its own performance.
The Nominating and Corporate Governance Committee shall have the full authority to fulfill such other duties and responsibilities as are consistent with the purposes of the committee enumerated in this Charter or as shall be delegated to it by the Board from time to time. In exercising its authority, duties and responsibilities under this Charter, the Committee shall have and may exercise all the powers and authority of the Board of Directors.
Meetings and Structure
The Nominating and Corporate Governance Committee shall meet at such times as it determines or as may be called by the Chairman of the Committee, any two members of the Committee, or the Chairman of the Board.

The Board shall appoint one member of the Committee to be Chairman. He or she shall be responsible for preparing the agenda (following consultation with other members and with management), presiding over meetings and coordination of reporting to the Board. The Nominating and Corporate Governance Committee may form subcommittees to assist it in its work when appropriate.