The Nominating and Governance Committee is appointed annually by the Board
of Directors (a) to assist the Board by identifying individuals qualified to
become Board members and to recommend to the Board the director nominees for the
next annual meeting of shareholders, (b) to recommend to the Board the Corporate
Governance Guidelines applicable to the Company, and (c) to recommend to the
Board director nominees for each committee.
     The Committee shall consist of no fewer than three members, one of whom
shall serve as the chairperson of the Committee. The members of the Committee
shall meet the independence requirements of the New York Stock Exchange.
     The members of the Committee and the chairperson of the Committee shall be
appointed at least annually by the Board of Directors.
     The Committee shall hold at least two meetings per year and such additional
meetings as determined by the Committee or by its chairperson.
     1.  The Committee shall assess the composition and performance of the Board
         and lead the Board of Directors in a discussion of the potential need
         for changes in or additions to the Board. When directed by the Board,
         the Committee shall identify and/or recruit individuals qualified to
         become members of the Board of Directors and present their
         recommendation to the Board.
     2.  The Committee shall have the authority to retain and terminate any
         search or advisory firm to be used to identify director candidates and
         shall have sole authority to approve the search firm's fees and other
         retention terms. The Committee shall also have authority to obtain
         advice and assistance for internal or external legal, accounting and
         other advisors.
     3.  The Committee shall annually review with Directors whose terms are
         expiring their contributions, their interest in continuing to serve as
         a Director, and other matters as may be appropriate concerning their
         nomination for election at the Shareholders Meeting.
     4.  The Committee will review with the Board of Directors standards
         regarding Director independence and other qualification standards
         established by the New York Stock Exchange, Securities and Exchange
         Commission, or other regulatory bodies. The Committee will provide
         reports or documentation required to be included in the Company's
         Annual Report and/or Proxy Statement.
     5.  The Committee shall review and assess the adequacy of the Corporate
         Governance Guidelines of the Company and recommend any proposed changes
         to the Board for approval.
     6.  The Committee shall annually review its own performance
     At each regular meeting of the Board of Directors, the Committee shall
report the substance of all actions taken by the Committee since the date of its
last report to the Board of Directors. Each report shall be filed with the
minutes of the Board of Directors to which it is presented, as a part of the
corporate records.