2003 Committee Charter : OSK

The Governance Committee shall make recommendations to the Board of Directors regarding corporate governance matters of the Company. In that connection, the Governance Committee shall serve as a nominating committee, and shall review the qualifications of incumbent directors in determining whether to recommend them for re-election as directors at each Annual Meeting of Shareholders. In addition, the Governance Committee shall review and recommend to the Board of Directors qualified potential candidates for the Board of Directors who bring knowledge, experience and expertise that would strengthen the Board of Directors. The Governance Committee shall review, and periodically recommend to the Board of Directors changes to, the size and make-up of the Board of Directors and policy matters pertaining to the roles, responsibilities, retirement age, tenure and removal of directors. The Governance Committee shall also review all standing or ad hoc committees, and periodically recommend to the Board of Directors changes in the number, membership and leadership of the committees as appropriate.