2004 Committee Charter : Y

I. FUNCTION:

The Nominating and Governance Committee is charged with identifying and
screening candidates, consistent with criteria approved by the Board of
Directors, and making recommendations to the Board of Directors as to
persons to be nominated by the Board of Directors for election thereto by
the stockholders or to be chosen by the Board of Directors to fill newly
created directorships or vacancies on the Board of Directors; developing
and making recommendations to the Board of Directors as to a set of
corporate governance principles applicable to the Corporation; and
overseeing the evaluation of the Board of Directors and management.

II. ORGANIZATION:

A. The Nominating and Governance Committee shall be composed of two or
more directors appointed by the Board of Directors, each of whom shall
be independent, as determined by the Board of Directors consistent with
the requirements of the New York Stock Exchange. Subject to the
foregoing, the Board may remove and replace members of the Committee in
its discretion. The Board shall designate one of the members as
Chairman.

B. The Committee shall meet at such times and upon such notice as it may
determine.

C. A majority of the members then in office shall constitute a quorum. The
act of a majority of the members present at a meeting at which a quorum
is present shall be the act of the Committee.

D. The Committee shall have the authority to delegate its responsibilities
to a subcommittee of its members.


III. RESPONSIBILITY AND AUTHORITY:

A. The Committee shall identify and screen candidates, consistent with
criteria approved by the Board of Directors, and make recommendations
to the Board of Directors as to persons to be nominated by the Board of
Directors for election thereto by the stockholders or to be chosen by
the Board of Directors to fill newly created directorships or vacancies
on the Board of Directors.

B. The Committee shall develop and make recommendations to the Board of
Directors as to a set of corporate governance principles applicable to
the Corporation addressing, among other matters determined by the
Committee to be appropriate, director qualifications and
responsibilities, director orientation and continuing education,
management succession and the annual performance evaluation of the
Board. The Committee shall, through corporate governance principles or otherwise,
assure that appropriate processes are in place for the Board, or a
committee thereof, to evaluate the effectiveness of management and
management succession plans. The Committee shall regularly review
issues and developments relating to corporate governance and shall
recommend to the Board proposed changes to the corporate governance
principles from time to time as the Committee determines to be
appropriate.

C. The Committee shall oversee the evaluation of the Board of Directors
and management and shall make recommendations to the Board with respect
thereto.

D. The Committee may retain and employ professional firms and experts to
assist in the discharge of its duties. The Committee shall have sole
authority to retain and terminate any search firm used to identify
director candidates, including sole authority to approve the firm's
fees and other retention terms.

E. The Committee shall annually evaluate its performance, the
qualifications of its members and the adequacy of its Charter, and
report thereon to the Board.

F. The Committee shall keep regular minutes of its proceedings and shall
report regularly to the Board of Directors.


As Adopted 2/25/04