Charter of the Governance Committee
As of
July 25, 2005

Corporate Authorization and Purpose
The Governance Committee is one of the five standing committees of the Board of Directors specified under Article IV, Section 1 of the Corporation's by-laws. Such Committee shall study and make recommendations to the Board of Directors concerning the size and composition of the board and committees of the board, recommend nominees for election or reelection as directors, and consider other matters pertaining to board membership such as retirement policy and compensation of non-employee directors. The Committee shall also be responsible for evaluating board performance and reporting its findings to the Board of Directors and for developing and recommending to the Board of Directors, and reviewing and assessing the adequacy of, corporate governance guidelines. The Committee periodically shall report and make appropriate recommendations to the Board of Directors.

The Governance Committee of the Corporation shall consist of all of the Directors of the Corporation who are independent as such term is defined by the New York Stock Exchange listing standards. The Committee may form one or more subcommittees, each of which may take such actions as may be specified by the Committee. There shall be a Nominating Subcommittee for recommending to the Board nominees for election as directors of the Corporation. Only those members of the Committee whose terms continue beyond the next annual meeting shall be eligible for membership on the Nominating Subcommittee.

Responsibilities and Duties
As its responsibilities and duties, the Committee or its subcommittees shall:

1.      Review and recommend to the Board nominees for election as directors of the Corporation, including nominees recommended by stockholders of the Corporation, and consider the performance of incumbent directors whose terms are expiring in determining whether to nominate them to stand for reelection at the next annual meeting of the stockholders.

2.      Establish criteria for selecting nominees for director, which shall include:

Experience (in one or more of the following):

o        high-level leadership experience in business or administrative activities;

o        breadth of knowledge about issues affecting the Company; and

o        ability and willingness to contribute special competencies to Board activities.

Personal attributes:

o        personal integrity;

o        loyalty to the Company and concern for its success and welfare;

o        willingness to apply sound and independent business judgment;

o        awareness of a Director's vital part in the Company's good corporate citizenship and the corporate image;

o        time available for meetings and consultation on Company matters;

o        willingness to assume broad fiduciary responsibility; and

o        for non-employee Directors, independence as that term is defined in the Corporation's by-laws and the rules of the Securities and Exchange Commission and the national securities exchange on which the Corporation's stock may be listed.


3.      Establish procedures for, and administer annual performance evaluations of the Board, and its Committees by their members, which will also include an annual performance review of this Committee by its members.

4.      Review periodically the make-up of the Board Committees and recommend, as appropriate, changes in the number, function or membership.

5.      Review and recommend to the Board changes to the Corporation's by-laws.

6.      Develop and recommend to the Board and review and assess the adequacy of a set of corporate governance guidelines, including provisions covering relevant educational programs for Directors. Monitor compliance with the guidelines and make recommendations to the Board for modifications as appropriate.

7.      Review and recommend to the Board a Code of Conduct for directors, officers and employees and, based on a periodic review, make recommendations for changes as deemed appropriate.

The Committee or any of its subcommittees shall have sole authority, at the Corporation's expense, to retain and terminate independent search firms to identify director candidates, and the sole authority to approve fees and other retention terms for such firms. It may use management to handle administrative aspects of such retention.