2003 Nominating Charter: AYE

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

Composition

The Nominating and Governance Committee of the Board of Directors (the "Committee") shall be comprised of three or more independent directors appointed by the Board who meet the independence requirements of the Securities and Exchange Commission ("SEC") and applicable listing standards of the New York Stock Exchange ("NYSE"), and who do not have any material relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of the Committee.

One of the members of the Committee shall be its Chairperson, either by designation by the Board of Directors or, in the absence of such designation by the Board of Directors, by the Committee itself. The Committee may, as it deems necessary and appropriate, delegate any of its duties to subcommittees comprised solely of members of the Committee.

Mission

The mission of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to matters of corporate governance, and to identify and recommend individuals to the Board of Directors for nomination as directors.

Meetings

The Chairperson of the Committee will preside at each meeting and, in consultation with the other members of the Committee, will set the frequency and length of each meeting and the agenda items to be addressed at each meeting. The Chairperson of the Committee shall ensure that the agenda for each meeting is circulated to each Committee member in advance of the meeting. The Committee shall meet at least two times annually and more frequently if circumstances dictate. The Committee shall meet at such times and upon such notice as it may determine, shall report all proceedings to the Board of Directors and shall keep regular minutes of its meetings.

Responsibilities

In furtherance of its mission, the Committee shall have authority to:

(1) develop and recommend to the Board of Directors a set of corporate governance principles and a code of business conduct and ethics applicable to the Company, and review and reassess the adequacy of such guidelines annually and recommend to the Board of Directors any changes deemed appropriate;

(2) monitor changes in SEC and NYSE standards, as well as developments in the corporate governance field generally;

(3) review periodically Board leadership and all committees of the Board of Directors and make recommendations thereon;

(4) assess on a regular basis the effectiveness of the Board of Directors as a whole and the contributions of the directors;

(5) recommend that the Board of Directors establish such special committees as may be necessary or appropriate to address ethical, legal or other matters that may arise;

(6) review the independence of directors, as may be required by SEC and applicable listing standards of the NYSE, and make recommendations to the Board of Directors;

(7) consider questions of possible conflicts of interest of Board of Directors members and of senior executives, and make recommendations to the Board of Directors;

(8) annually review Director compensation and benefits;

(9) oversee the search for individuals qualified to become Directors and recommend Director nominees for Board approval. The Committee shall recommend individuals as Director nominees after consideration of the following factors: integrity, compatibility, judgment, independence, experience and background in a relevant field, willingness to commit time and energy, and a genuine interest in the electric and gas industries;

(10) annually assess Board size, and skills represented therein, and recommend supplementing the Board if appropriate;

(11) assess any conflict of interest issues relating to external advisors;

(12) oversee that a mechanism exists for the handling of shareholder and employee communications to the Board;

(13) make recommendations to the Board as it deems appropriate with respect to shareholder issues;

(14) annually conduct a self-evaluation of the Committee by comparing the Committee's performance to the requirements of this charter.

Resources and Authority

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking the approval of the Board of Directors or management. With respect to consultants or search firms used to identify director candidates, the authority shall be vested solely in the Committee.