Corporate Governance and Nominating Committee Charter
As amended on March 10, 2004

The Corporate Governance and Nominating Committee is a committee of the Board of Directors.


The primary purposes of the Corporate Governance and Nominating Committee are 1) to consider and make recommendations to the Board concerning individuals qualified to serve as directors of the Company and on Committees of the Board, as well as the appropriate size, function, and procedures of the Committees of the Board, 2) to develop and recommend to the Board corporate governance principles, and 3) to oversee evaluation of the Board and the Company's executive officers.


The Committee shall be comprised of not less than three directors, each of whom shall be independent, as that term is defined by the Securities Exchange Act of 1934 (and regulations thereunder), the Rules of the New York Stock Exchange and any other requirements that the Board deems appropriate.

Meetings and Procedures

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than two times annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities. The Committee shall carry out its duties and responsibilities and shall take into consideration the Stockholders Agreement among the Company, MMC Norilsk Nickel and Norimet Ltd., dated as of June 23, 2003, as may be amended from time to time (the "Stockholders Agreement").

The Committee shall have the authority to delegate any of its authority to subcommittees designated by the Committee to the extent permitted by law.

Board Candidates and Nominees

Board Composition and Procedures

Corporate Governance

Board Committees

Evaluation of the Board and Management

Evaluation of the Committee

The Committee shall, on an annual basis, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.

Investigations and Studies; Outside Advisers

The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Company's expense, such independent counsel or other consultants or advisers as it deems necessary.
The Committee shall have the sole authority to retain and terminate any counsel or other advisors, including sole authority to approve fees and other retention terms.


While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable federal or state law.