AS OF OCTOBER 28, 2003




The Committee will consist of no fewer than two members.  Each member of the Committee shall meet the independence requirements of the listing standings of the Nasdaq National Market




The Board has delegated to the Committee the following authority:


•      Identify, consider and recommend nominees for election to the Board at the annual meeting of stockholders or to fill new positions or vacancies on the Board


•      Oversee compliance by the Board and its committees with applicable laws and regulations, including the Nasdaq listing standards and SEC regulations


•      Determine the criteria for membership on the Board


•      Evaluate director compensation, consulting with outside consultants and the Human Resources department when appropriate


•      Monitor the Company’s Code of Business Conduct and Ethics


•      Consider questions of possible conflicts of interest of Board members or corporate officers


•      Review and approve, if appropriate, actual and potential conflicts of interest of Board members and corporate officers


The Board has given the Committee the following responsibilities, with action items to be recommended to the entire Board:


•      Develop and annually review corporate governance guidelines


•      Review the composition and size of the Board


•      Review and consider any nominees for election to the Board submitted by the stockholders


•      Review the composition of the Board committees and recommend persons to serve as committee members


•      Oversee the creation of new committees and the change in mandate or dissolution of existing committees


•      Assess the adequacy of this Charter annually and revise as required




The Committee may form and delegate the above responsibilities to subcommittees when appropriate.  The Committee has the authority to retain search firms on behalf of the Company to assist in the identification of candidates for the Board.  The Committee also has the authority to obtain advice and assistance from legal counsel, accountants or other advisors, as required.




The Committee shall elect its own Chair and establish its own procedures.  The Committee will meet regularly.  Special meetings may be convened as required.  The Committee will maintain written minutes of its meetings, which will be filed with the minutes of the Board meetings.  The Committee, or its Chair, shall report to the Board on the results of these meetings.