Nominating & Governance Committee Charter
As in effect on October 19, 2005

Purpose

The Nominating & Governance Committee is appointed by the Board of Directors to: (a) identify and make recommendations regarding new director candidates; (b) review and recommend the renomination of incumbent directors; (c) review and recommend committee appointments; (d) review and recommend changes to the Board of Director Governance Guidelines; (e) in conjunction with the presiding non-management director, lead the Board in its annual review of the Board’s performance; and (f) perform other related tasks, including studying the size, committee structure or meeting frequency of the Board, as may be requested from time to time by the Board of Directors.

Committee Membership

The Nominating & Governance Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence requirements of the New York Stock Exchange. The members of the Committee, including a chairperson, shall be appointed and replaced by the Board of Directors based on the recommendations of the Committee.

Committee Authority and Responsibilities

  1. The Committee shall identify individuals qualified to become Board members, as such qualifications are defined in the Board’s Governance Guidelines, for recommendation to the Board.
  2. The Committee shall also consider and evaluate other director candidates brought to the Committee’s attention, including shareholder nominees, taking into account the qualifications for director nominees set forth in the Board’s Governance Guidelines.
  3. The Committee shall recommend to the Board (i) the nominees for election as directors at each annual or special meeting of shareholders where directors are to be elected, (ii) the persons to be appointed by the Board to fill any Board vacancies and (iii) the membership of the individual Board committees, including this Committee.
  4. The Committee shall, in conjunction with the presiding non-management director, lead the Board in an annual performance evaluation, including soliciting comments from all directors, preparing a report to the Board with an assessment of the performance of the Board and making recommendations for improvements of the Board’s operations.
  5. The Committee shall lead the Board in an annual review of the skills and characteristics of individual Board members as well as the composition of the Board as a whole and the individual Board committees, including assessments of independence of non-management directors, and shall take action to effect changes in incumbent directors if deemed appropriate.
  6. The Committee shall periodically review and make recommendations to the Board with respect to the size, structure or meeting frequency of the Board and Board committees.
  7. The Committee shall periodically review and reassess the adequacy of the Board’s Governance Guidelines and recommend changes to the Board for approval.
  8. The Committee shall have the sole authority to retain and terminate any search firm used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms.
  9. The Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
  10. The Committee may form and delegate authority to subcommittees when appropriate.
  11. The Committee shall make regular reports to the Board.
  12. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.
  13. The Committee shall review procedures for the receipt, retention and treatment, by either the Committee chairperson or the non-management directors as a group, of communications received by the Company regarding corporate governance matters, and the submission by interested parties of concerns regarding corporate governance matters.
  14. The Committee shall review all shareholder proposals submitted for inclusion in the Company’s annual proxy materials or for consideration at any shareholders meeting and make recommendations on such proposals to the full Board as appropriate.
  15. The Committee shall review and approve the corporate governance disclosures to be included in the Company’s annual proxy statement or annual report on Form 10-K filed with the SEC.
  16. The Committee shall carry out such other duties as may be delegated to it from time to time by the Board