2003 Committee Charter : PCO

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The purpose of the Committee on Governance (the "Committee") is to act as nominating
committee with respect to nominees for election to the Board of Directors and committees
thereof and to make recommendations to the Board concerning corporate governance matters
and practices.
The Committee shall be composed of non-employee directors and, ex officio, the CEO and
Chairman of the Board.
The members of the Committee shall be elected by the Board at the annual organizational
meeting of the Board or until their successors shall be duly elected and qualified. Unless the
Chairman of the Committee is elected by the full Board, the members of the Committee may
designate a Chairman by majority vote of the full Committee membership.
The Committee shall meet as often as necessary to carry out its responsibilities. The Chief
Executive Officer and Secretary of the Corporation, in consultation with the Committee
Chairman, may call meetings. All meetings of the Committee shall be held pursuant to the
Bylaws of the Corporation with regard to notice and waiver thereof, and written minutes of each
meeting shall be duly filed in the Corporation records. Reports of meetings of the Committee
shall be made to the Board of Directors at its next regularly scheduled meeting following the
Committee meeting accompanied by any recommendations to the Board of Directors approved
by the Committee.
To fulfill its responsibilities and duties the Committee on Governance shall:
1. Recommend to the Board proposed nominees for election to the Board by the stockholders
at annual meetings including an annual review as to the re-nominations of incumbents and
proposed nominees for election by the Board to fill vacancies which occur between
stockholder meetings;
2. Recruit the proposed nominees accepted by the Board for nomination at the annual
meetings or for vacancies created between such meetings;
3. Consider and recommend to the Board the desirable size and composition of the Board
which is to be followed by the Committee in considering candidates;
4. Consider and recommend to the Board the desirable size and composition of each
committee of the Board;
Committee on Governance Charter
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5. Make recommendations to the Board regarding corporate governance matters and
practices, including effectiveness of the Board, its committees and individual directors;
6. Oversee the Board's annual evaluation of the performance of its directors and provide
recommendations as to how performance can be improved;
7. Such other duties and responsibilities as may be assigned to the Committee from time to
time, by the Board of Directors of the Company and/or the Chairman of the Board of
Directors; and
8. Review and update this Charter periodically as conditions dictate.