2003 Committee Charter : CPS
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
BOARD OF DIRECTORS
There shall be a Corporate Governance and Nominating Committee of the Board of Directors
(the "Committee"), which shall serve at the pleasure of the Board of Directors and be subject to
its control. The Committee shall have the following membership and powers:
1. The Committee shall consist of at least three members comprised entirely of independent
2. The Committee shall develop and maintain criteria and procedures for the identification and
recruitment of candidates for election to serve as directors of the Company.
3. The Committee shall identify and propose potential candidates for Board members and
nominate candidates for election and re-election to fill vacancies on the Board, including
consideration of the performance of incumbent directors in determining whether to nominate
them for re-election.
4. The Committee will review from time to time compensation and benefits for services to the
Company by its directors, and make recommendations with regard thereto to the Board.
5. The Committee will consider the adequacy of the size of the Board and the number of Board
and committee meetings per year.
6. The Committee will be responsible to report annually to the Board an assessment of the
Board's performance. The assessment is based on criteria that the Committee considers
7. The Committee shall review and update, if necessary, its charter on an annual basis and
request approval of the charter, or any amendments thereto, by the Board of Directors.
8. The Committee shall have such other duties as may be lawfully delegated to it from time to
time by the Board of Directors.
9. The Committee may, in its sole discretion, retain or terminate any search firm to be used to
identify potential Board candidates.
Approved and adopted this 17th day of March, 2003.
/s/ Kenneth G. Langone___________
Chairman, Corporate Governance and