(As adopted on September 17, 2003)

      I. Purpose. The purpose of the Nominating and Governance Committee (“Committee”) is to identify individuals qualified to become members of the Board of Directors of the Company (“Board”), recommend to the Board director candidates for election at the annual meeting of shareholders, and develop, periodically review and recommend to the Board a set of corporate governance principles for the Company.

      II. Composition. The Committee shall be comprised of three or more directors as determined by the Board. Committee members, including the chairman of the Committee, shall be appointed by the Board on an annual basis upon the recommendation of the Nominating and Governance Committee and may be removed by the Board. The members of the Committee shall meet the independence requirements of the New York Stock Exchange.

      III. Meetings. The Committee shall meet as often as may be deemed necessary or appropriate by the Chairman and at such times and places and by such means as the Chairman shall determine and shall report regularly to the Board with respect to its activities. A majority of the members of the Committee shall constitute a quorum.

      IV. Duties and Responsibilities. Among its duties and responsibilities the Committee shall:






      1. Identify and recommend to the Board the nominees to be submitted to the Company’s shareholders for election as Directors at each annual meeting of the shareholders, to consider and make recommendations to the Board regarding nominees for Director submitted by the Company’s shareholders and recommend to the Board the election of individuals to fill any vacancies occurring on the Board from time to time. Qualifications considered by the Committee in assessing director candidates include the following:




      a. An understanding of business and financial affairs and the complexities of a business organization. Although a career in business is not essential, the nominee should have a proven record of competence and accomplishments through leadership in industry, education, the professions or government, and should be willing to maintain a committed relationship with the Company as a director;




      b. A genuine interest in representing all of the shareholders and the interest of the Company overall;




      c. A willingness and ability to spend the necessary time required to function effectively as a director;




      d. An open-minded approach to matters and the resolve to independently analyze matters presented for consideration;




      e. A reputation for honesty and integrity beyond question; and




      f. Independence as defined by the New York Stock Exchange and qualifications otherwise required in accordance with applicable law or regulation.

      2. Recommend annually to the Board an individual or individuals for election as Chairman of the Board and Chief Executive Officer of the Company.

      3. Review annually the Chief Executive Officer’s recommendations for individuals to be elected as officers of the Company and as Senior Vice Presidents of the Company’s major subsidiaries, and to recommend such, in turn, to the Board.






      1. Take a leadership role in shaping corporate governance of the Company.

      2. Review the size and composition of the Board and its committees, including the charters, structure, operations and reporting of each of the committees, and recommend to the Board any changes.

      3. Establish a process for assessing director independence and make recommendations to the Board annually regarding whether each non-management director is independent as defined by the New York Stock Exchange.

      4. Recommend annually to the Board, after the review of each member’s qualifications, the members for appointment to each of the committees of the Board, including the chairman of each committee, and recommend to the Board the removal of a member from a committee if appropriate.

      5. Review any director’s change in primary activity, which change shall be reported to the Committee by the director as soon as possible.

      6. Review annually a list of the board of directors or management committees (or similar governing body) of any non-affiliated legal entity on which executive officers serve. The Chief Executive Officer shall approve in advance all such commitments of the executive officers. The Committee shall approve in advance all such commitments of the Chief Executive Officer.

      7. Recommend to the Board a regular schedule of executive sessions of the independent directors and to recommend an independent director to chair such executive sessions.

      8. Develop and recommend to the Board the Company’s Corporate Governance Principles and review the Principles annually and recommend changes to the Board as necessary.

      9. Review the Company’s disclosures with respect to corporate governance matters.

      10. Review the manner and process by which major matters are brought to the Board for review and approval.

      11. Review annually the Company’s charitable and political contributions, and equal opportunity status and plans.

      12. Review annually the Company’s directors and officers insurance policies and indemnification provisions.

      13. Review annually the terms and status of the Company’s Shareholder Rights Plan.

      14. Review annually and oversee the disclosure about and distribution of the Company’s codes of conduct, approve any waivers of the Code of Business Conduct and Ethics for executive officers and directors and oversee prompt disclosure of any such waivers to shareholders and review annually the results of the Code of Business Conduct and Ethics survey.

      15. Review annually the performance of the Committee and report the results of the evaluation to the Board and assess annually the adequacy of the Committee’s charter and to recommend to the Board any changes to the Committee Charter.

      16. Review periodically and recommend to the Board the appropriate compensation for non-management directors. Review the status of the Company’s Board compensation in relation to other comparable U.S. companies to ensure the compensation is competitive to attract and retain the most qualified candidates.

      V. Outside Advisors. The Committee shall have the authority to engage independent counsel and other advisers, as the Committee determines necessary to carry out its duties and shall receive appropriate funding, as determined by the Committee, from the Company for payment of compensation to any such advisors.