Corporate Governance Committee

April 20, 2004)

Organization: There shall be a Corporate Governance Committee (the "Committee") whose members shall consist of the chairpersons of the standing committees of the Board, each of whom shall satisfy the independence requirements of the Nasdaq Stock Market, Inc., as such requirements may be amended from time to time; and shall be free from any relationship which, in the opinion of the Board, would interfere with the exercise of his or her independent judgment. The chairperson of the Committee shall be appointed by the Board and shall be responsible, in conjunction with the appropriate members of management, for preparing the agenda for meetings of the Committee. The Secretary of the Corporation shall be responsible for recording the minutes of its meetings. The Chief Executive Officer of the Corporation and Vice Chairman of the Board shall serve as ex-officio members of the Committee. Ex-officio members shall have the right to attend and participate at meetings but shall not have the right to vote. All members shall have terms of one year. The Committee shall meet at such times as are deemed advisable by the Chairman, but not less than three times per year.

The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and to retain special legal, accounting or other consultants or experts it deems necessary in the performance of its duties, at the Corporation's expense.


The Committee shall assist the Board in fulfilling the Board's responsibilities, particularly with regard to: a) matters of corporate governance; b) board and committee organization, membership, compensation, function and performance; c) evaluation of the performance of the Chief Executive Officer; and d) succession planning for executive management.

Without limiting the generality of the foregoing, the Committee shall have the following specific responsibilities:

A.   Corporate Governance Matters

1.       Review and recommend to the Board adoption of governance policies and principles for the Corporation, periodically review such governance policies and procedures, and submit any recommended changes for approval by the Board.

2.       Periodically review and reassess the Charter of the Committee and submit any recommended changes for approval by the Board.

3.       Conduct ongoing review of the functioning of the Board and the fulfillment of its legal responsibilities in a manner that effectively serves the interests of the shareholders of the Corporation, and make recommendations regarding such matters to the full Board.

B.   Board Organization, Etc.

1.       Review and recommend policies and practices of the Board, which may include policies on the size of the Board; the desired skills, characteristics and other qualifications of Directors; Board retention, retirement and resignation; and the types, size, membership and function of the committees of the Board.

2.       Establish selection criteria for new Board members; identify and review the skills, characteristics and other qualifications of potential candidates for election to the Board.

3.       Recommend individuals for selection by the Board as nominees for election to the Board by the shareholders, after consultation with the Chief Executive Officer.

4.       Recommend to the Board annually candidates for membership on the Board's committees and for the chairperson of each standing committee. Assure that the charters of the other standing committees of the Board are periodically reviewed and that recommended changes, if any, to properly reflect committee functions and responsibilities be submitted for approval by the Board. Assure that each standing Committee conducts an evaluation of its performance on an annual basis.

5.       Review and recommend to the Board guidelines and procedures to be used by Directors and this Committee in evaluating Board performance and manage the performance evaluation process, to be conducted on an annual basis.

6.       Review and recommend to the Board for its approval the amount and form of compensation to be paid to Directors.

C.   Performance of the Chief Executive Officer

Establish performance goals for the Chief Executive Officer, evaluate the performance of the Chief Executive Officer against such goals on an annual basis; and discuss the findings of its evaluation with the Personnel & Compensation Committee.

D.   Succession Planning

1.       Review and recommend to the Board candidates for successor to the Chief Executive Officer of the Corporation.

2.       Assure that management has established and maintains a process for filling senior executive positions other than the Chief Executive Officer.

E.   Other

The Chairman of the Committee shall also serve as the lead Director for the purpose of facilitating communication between the Board and the Chief Executive Officer, as appropriate, and shall preside at Board meetings, at the request of the Board, when the Chairman and Vice Chairman are not in attendance.

The Committee shall undertake such additional activities within the scope of its primary function as the Committee may determine or any activities requested by the Board.

A report of the Committee regarding each meeting, with recommendations for action, when appropriate, shall be presented at the Board meeting next following each Committee meeting.