2003 Committee Charter : RJR

Corporate Governance & Nominating Committee

Mary K. Bush
John T. Chain, Jr. (Chair)
A. D. Frazier, Jr.
Joseph P. Viviano
Thomas C. Wajnert


RESOLVED, that the charter and responsibilities of the Corporate Governance and Nominating Committee of the Board of Directors (the "Corporate Governance Committee") shall be to:
(1) review the qualifications of candidates for nomination to the Board of Directors (whether suggested by Board members, management, stockholders or any other person);

(2) recommend to the Board nominees for election as directors;

(3) evaluate and recommend the processes and practices through which the Board shall conduct its business, including the structure, charter and membership of Board committees;

(4) review annually the compensation of the Board in relation to comparable companies and recommend any changes needed to maintain appropriate and competitive Board compensation;

(5) initiate and oversee annually an appraisal of the performance of the Board in meeting its corporate governance responsibilities;

(6) review and evaluate annually the assignment of the various oversight responsibilities and activities of the Board committees; and

(7) review the Company's corporate governance policies, consider the adequacy of such policies in response to stockholder concerns, and make recommendations to the entire Board with respect to such policies.

Last amended January 31, 2001