2003 Committee Charter : ROK

ROCKWELL AUTOMATION, INC.
BOARD COMPOSITION AND GOVERNANCE
COMMITTEE CHARTER
(December 3, 2003)


Purpose

The Board Composition and Governance Committee has been constituted by the Board of Directors (1) to assist the Board by identifying individuals qualified to become Board members and to recommend to the Board nominees to fill vacancies in membership of the Board as they occur and, prior to each Annual Meeting of Shareowners, a slate of nominees for election as Directors at such meeting; (2) to develop and recommend to the Board the Guidelines on Corporate Governance applicable to the Corporation; (3) to lead the Board in its annual review of the Board's performance; and (4) to recommend to the Board the Director nominees for each committee of the Board.

Composition and Qualifications

The Board Composition and Governance Committee shall consist of at least three members, one of whom shall be designated the chairman and each of whom shall meet the criteria for independence required by the New York Stock Exchange (NYSE). The members and the chairman of the Committee shall be appointed by the Board. Members of the Board Composition and Governance Committee may be replaced by the Board.

Duties and Responsibilities

The Board Composition and Governance Committee shall:

1. Review, evaluate and seek out candidates qualified to become Board members, consistent with criteria approved by the Board, who may be submitted by Directors, officers, employees, shareowners and others for recommendation to the Board of Directors.

2. Develop and periodically reevaluate a list of selection criteria to be approved by the Board and used by the Committee for Board and committee membership. Recommend any proposed changes to the selection criteria to the Board of Directors for approval. (See Exhibit A for the current Board Membership Criteria adopted by the Board of Directors.)

3. Recommend annually to the Board of Directors the Directors for appointment to committees of the Board.

4. Establish procedures for the Board Composition and Governance Committee to oversee the evaluation of the Board of Directors, its committees, individual Directors and management. Receive comments from all Directors and report annually to the Board of Directors with an assessment of the Board's performance as a whole as well as the contributions of each Director.

5. Consider matters of corporate governance and annually review and reassess the adequacy of the Corporation's Guidelines on Corporate Governance and recommend any proposed changes to the Board of Directors for approval.

6. Have the sole authority to retain and terminate any search firm to be used to identify director candidates and have sole authority to approve the search firm's fees and other retention terms. Have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

7. Make regular reports to the Board of Directors.

8. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval. Annually review its own performance.

Structure and Operations

The Board Composition and Governance Committee shall meet at least twice a year, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable.

The Committee may form and delegate authority to subcommittees when appropriate.

The Committee is governed by the rules regarding meetings and quorum and manner of acting as set forth in the Corporation's By-laws. The Committee is authorized to adopt its own rules of procedure not inconsistent with any provision of this Charter, the Corporation's Guidelines on Corporate Governance, or as required by law, regulations or NYSE Listing Standards.