Nominating and Governance Committee of the Board of Directors — Charter

I. PURPOSE
The primary purpose of the Nominating and Governance Committee is to identify individuals qualified to become Board members and to recommend to the Board the director nominees for election at the next annual meeting of stockholders; to develop and recommend to the Board a set of corporate governance guidelines applicable to the Corporation; to make recommendations to the Board on Board organization and operation; and to oversee the process of assessing Board effectiveness.

II. COMPOSITION
The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors. A director shall be deemed independent if the director qualifies as independent under the listing standards of the New York Stock Exchange.

III. MEETINGS
The Committee shall meet at least two times annually, or more frequently as determined by the Board or Committee.

IV. RESPONSIBILITIES AND DUTIES
The Committee's primary duties and responsibilities are to:

1.       Review with the Board the appropriate skills and characteristics desired on the Board and recommend that the Board add new directors as needed to meet the desired skills and characteristics.

2.       Propose to the Board a slate of candidates for nomination for election as directors by the stockholders at each annual meeting of stockholders.

3.       Identify candidates for new board members and recommend qualified candidates for nomination to the Board.

4.       Recommend the Board's committee structure and assignments, including the rotation of committee chairs and members approximately every three years, but rotation shall not be required in cases where the Board determines that continued service of a director on a committee is in the best interests of that committee's performance of its responsibilities.

5.       Review the qualifications of non-incumbent candidates for election as the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer, and recommend such officers for election by the Board.

6.       Develop and recommend the Board’s corporate governance guidelines and recommend changes to the Board as necessary.

7.       In the Committee's sole discretion, retain and terminate a search firm to be used to identify director candidates, including the right to approve the search firm's fees and other retention terms, and to retain any outside advisors, as the Committee may deem appropriate.

8.       Annually review non-employee Director compensation against the Corporation's peers/competitors.

9.       Review and recommend to the Board stock ownership requirements for non-employee Directors.

10.    Conduct an annual performance evaluation of the Committee and report the results to the Board. Recommend to the Board changes to improve Board operations as needed.

V. OPERATIONS OF THE COMMITTEE

1.       The Secretary of the Corporation, or such other person as may be designated by the Chairperson of the Committee, shall act as secretary and keep the minutes of all meetings of the Committee.

2.       The Committee shall promptly inform the Board of all actions taken or issues discussed between Board meetings. This will generally take place at the Board meeting following a Committee meeting.



February 1, 2005