Governance Committee Charter


I. Purposes

The purposes of the Governance Committee (the “Committee”) are to (a) identify individuals qualified to become members of the Board of Directors (the "Board") and, consistent with criteria approved by the Board, recommend that the Board select the Director nominees for the next annual meeting of stockholders, (b) develop and recommend to the Board a set of corporate governance principles applicable to the Company, and (c) oversee the evaluation of the Board and management.

II. Membership

The Committee shall be composed of three or more Directors, all of whom shall be independent Directors as determined by the Board pursuant to the New York Stock Exchange definition of independence. The Chair and members of the Committee shall be appointed annually by the Board. Vacancies shall be filled by election by the Board, and any member of the Committee may be removed by the Board. The Committee shall have the power and authority to delegate any of its duties or responsibilities herein to a subcommittee comprised of one or more members of the Committee.

III. Meetings

1. The Committee shall meet in accordance with the annual meeting schedule or at the call of the Chair or a majority of the members. A majority of the members of the Committee shall constitute a quorum for the transaction of business.
2. Procedures fixed by the Committee shall be subject to any applicable provision of the Company’s By-laws. Written minutes of each meeting shall be duly filed in the Company records, and reports of meetings of the Committee shall be made to the Board at its next regularly scheduled meeting following the Committee meeting and shall be accompanied by any recommendations to the Board approved by the Committee.

IV. Key Responsibilities

1. Evaluate and recommend to the Board the size and composition of the Board and the size, composition and functions of the Board committees.
2. Develop and recommend for approval by the Board a set of criteria for Board membership. Identify, evaluate and attract qualified individuals to become Directors who satisfy such criteria. Make recommendations to the Board regarding Director candidates for membership on the Board, including the slate of Director nominees to be proposed by the Board for election by the stockholders at the annual meeting of stockholders and any director nominees to be elected by the Board to fill interim director vacancies. Establish and follow procedures for the recommendation of Director candidates by the Company’s stockholders and the consideration by the Governance Committee of Director candidates so recommended.
3. Assess the contributions and independence of incumbent Directors in determining whether to recommend them for re-election to the Board at the annual meeting of stockholders.
4. Make recommendations to the Board on such matters as the retirement age, tenure and removal of Directors.
5. Manage the Board performance review process and review the results with the Board on an annual basis.
6. Develop and recommend to the Board a set of corporate governance principles and review and recommend changes to these principles, as necessary.
7. Review and make recommendations to the Board regarding proposals of stockholders that relate to corporate governance.
8. Recommend to the Board candidates for appointment to Board committees and consider periodically rotating Directors among the committees.
9. Review directorships in other public or private companies (excluding charitable or non-profit organizations) held by or offered to Directors and executive officers of the Company.
10. Review and assess the channels through which the Board receives information and the quality and timeliness of information received.
11. Take such steps as the Committee deems necessary or appropriate with respect to assessments of the performance of the Board, each other Board committee, and itself, at least annually. Review and reassess the adequacy of this Charter at least annually.
12. Oversee the evaluation of the Chief Executive Officer by the Board and the Compensation Committee.
13. Perform such other duties and responsibilities as are consistent with the purpose of the Committee and as the Board or the Committee deems appropriate.

V. Outside Advisors

The Committee shall have the authority to retain such outside counsel, experts and other advisors as it determines appropriate to assist it in the full performance of its functions, including the sole authority to retain and terminate search firms used to identify Director candidates, and to approve any such search firm's fees and other retention terms.

Approved by Board of Directors:
January 21, 2005