Adopted August 11, 2003
As Amended through February 28, 2006

A. Statement of Policy

The Nominating and Governance Committee shall provide assistance to the Board of Directors of the Company in fulfilling the Board's responsibilities for (i) director nominations and committee appointments, (ii) establishing compensation for members of the Board and (iii) developing a set of corporate governance principles applicable to the Company corporate governance.

B. Organization

The members of the Nominating and Governance Committee shall be appointed by the Board of Directors and may be removed only by the Board. The Committee shall meet on the call of its chairman, but no less often than four times per year. The Committee has the sole authority to retain and terminate any consulting or search firm to be used to identify director candidates, including the sole authority to approve the firm's fees and other retention terms. Half of the members of the Committee shall be a quorum to transact business. The Committee shall maintain minutes of each meeting and shall report on matters considered at Committee meetings to the Board at the next regularly scheduled Board meeting.

C. Qualifications

The Committee shall be composed entirely of independent directors determined in accordance with the Company's Corporate Governance Principles. The Committee shall have at least three members, two of whom possess expertise in governance issues or have substantial leadership experience.

D. Powers, Duties and Responsibilities

In discharging its responsibilities, the Committee shall:

In nominating or recommending candidates, the Committee shall take into consideration such factors as it deems appropriate, including any factors set forth in the Company's Corporate Governance Principles. These factors may include judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate's experience with the familiarity and background of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. Potential disqualifying conflicts of interest to be considered include interlocking directorships and substantial business, civic and/or social relationships with other members of the Board that could impair the candidate's ability to act independently. The Committee may consider candidates proposed by management, but is not required to do so. The Committee shall adopt procedures for receipt of nominees from outside sources including procedures for responding to such outside sources as to the outcome of their nominees.

E. Delegation To Subcommittee

The Committee, in its discretion, may delegate all or a portion of its duties and responsibilities to a subcommittee consisting of one or more members of the Committee; provided, however, that any such subcommittee must conduct its business in accordance with this charter.