Governance Committee Charter

A. Overall Responsibilities

The Governance Committee shall:

• Develop and recommend Governance Policies to the Board of Directors;

• Recommend Director qualifications criteria and identify individuals qualified to become Board members;

• Oversee the Board recruitment process, including the retention and oversight of search firms;

• Recommend to the Board Director candidates for election and re-election to the Board of Directors and nominate the Chairman of the Board;

• Oversee management transition planning;

• Ensure that non-management Directors meet regularly in executive session;

• Oversee the annual evaluation of the Board and senior management team; and

• Recommend Director compensation to the full Board of Directors.

B. Structure and Membership

1. Number. The Governance Committee shall consist of such number of Directors as the Board of Directors shall from time to time determine.

2. Independence. Except as otherwise permitted by the applicable rules of the New York Stock Exchange, each member of the Governance Committee shall be an “independent director” as defined by such rules.

3. Chair. Unless the Board elects a Chair of the Governance Committee, the Committee shall elect a Chair by majority vote.

4. Compensation. The compensation of Governance Committee members shall be determined by the Board of Directors.

5. Selection and Removal. Members of the Governance Committee shall be appointed by the Board. The Board of Directors may remove members of the Governance Committee from such Committee, with or without cause.

C. Authority and Specific Responsibilities

Governance Policies

1. Governance Policies of the Board of Directors. The Governance Committee shall develop and recommend to the Board of Directors a set of Governance Policies applicable to the Company. The Committee shall, from time to time as it deems appropriate, but at least annually, review and reassess the adequacy of such Governance Policies and recommend any proposed changes to the Board of Directors for approval.

Board and Committee Membership

2. Selection of Director Nominees. Except where the Company is legally required by contract or otherwise to provide third parties with the right to nominate Directors, the Governance Committee shall be responsible for (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and (ii) recommending to the Board the nominees for election as Directors at any meeting of stockholders and the persons to be elected by the Board of Directors to fill any vacancies on the Board of Directors. In making such recommendations, the Committee shall consider candidates proposed by stockholders. The Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria, and shall following substantially the same process in considering them, as it does in considering other candidates. The Governance Committee shall also nominate the Chairman of the Board for election by a majority of the Board of Directors.

3. Criteria for Selecting Directors. The Board’s criteria for selecting Directors shall be set forth in the Governance Policies of the Board of Directors. The Governance Committee shall use such criteria and the principles set forth in such Policies to guide the Director selection process. The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board of Directors as a whole. The Committee may adopt, and periodically review and revise as appropriate, procedures regarding director candidates proposed by stockholders.

4. Search Firms. The Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify Director nominees, including sole authority to approve the search firm’s fees and other retention terms. The Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of any search firm engaged by the Governance Committee.

5. Selection of Committee Members. The Governance Committee may recommend to the Board the Directors the members to be appointed to each committee of the Board of Directors.

Succession Planning

6. Succession of Senior Executives. The Governance Committee shall present an annual report to the Board of Directors on succession planning, which shall include transitional Board leadership in the event of an unplanned vacancy. The Committee shall identify, and periodically review and reassess, the qualities and characteristics necessary for an effective Chief Executive Officer, Chief Financial Officer, and other executive officer positions of the Company. With these principles in mind, the Committee shall periodically monitor and review the development and progression of potential internal candidates against these standards.

Evaluation of the Board and Management; Board Compensation

7. Evaluation of the Board. The Governance Committee Chairman shall be responsible for overseeing an annual self-evaluation of the Board of Directors and each Board committee to determine whether the Board and its committees are functioning effectively. The Governance Committee Chairman, together with the Chairman of the Board and Chief Executive Officer, shall determine the nature of the evaluation. The Governance Committee Chairman will supervise the conduct of the evaluation and convey his or her assessment to the Chairman of the Board and Chief Executive Officer. The Governance Committee Chairman shall provide a committee-specific assessment to the Chairman of each Board committee.

8. Evaluation of Senior Executives. The Governance Committee shall be responsible for overseeing an evaluation of the Company’s senior executives. In conjunction with the Board’s Compensation Committee and, in the case of the evaluation of the senior financial management, the Board’s Audit Committee, the Governance Committee shall (i) determine the nature and frequency of the evaluation, (ii) determine the persons subject to the evaluation, (iii) supervise the conduct of the evaluation and (iv) prepare assessments of the performance of the Company’s senior executives, to be discussed with the Chairman of the Board, the Chief Executive Officer, and the Board periodically.

9. Board Compensation. The Governance Committee shall be responsible for assessing Director compensation plans at least annually and making recommendations to the Board with respect to Director compensation, including director compensation guidelines.

D. Procedures and Administration

1. Meetings. The Governance Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee may also act by unanimous written consent in lieu of a meeting. The Committee shall keep such records of its meetings as it shall deem appropriate.

2. Subcommittees. The Governance Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member) as it deems appropriate from time to time under the circumstances.

3. Reports to the Board. The Governance Committee shall report regularly to the Board of Directors.

4. Charter. The Governance Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.

5. Independent Advisors. The Governance Committee shall have the authority to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the reasonable compensation of such advisors as established by the Committee.

6. Investigations. The Governance Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Governance Committee or any advisors engaged by the Governance Committee.

7. Director Orientation and Continuing Education. The Governance Committee shall ensure that management conducts an appropriate orientation program for new directors and that each director receives appropriate continuing education.

8. Annual Self-Evaluation. At least annually, the Governance Committee shall evaluate its performance. The Chairman of the Governance Committee, together with the Chairman of the Board, shall determine the form and nature of the annual self-evaluation.

(As approved on July 29, 2004)