2003 Nominating Charter: CAG

Purpose

The Nominating Committee is appointed by the Board of Directors to assist the Board by identifying qualified candidates for membership on the Board, proposing to the Board a slate of directors for election by the stockholders at each annual meeting, and proposing to the Board candidates to fill vacancies on the Board.

The Nominating Committee has the authority and responsibilities described in this Charter. This Charter has been adopted by the Board of Directors. The Nominating Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Committee Membership

The Nominating Committee will be comprised of at least three directors who shall meet the independence requirements established by the New York Stock Exchange. The members of the Nominating Committee will be appointed and replaced by the Board.

Committee Authority and Responsibilities

The Committee will consider the appropriate skills and characteristics required of Board members, including background, board skill needs, diversity and business experience. The Committee will review individuals with such qualifications as potential Board members and recommend qualified candidates to the Board.
The Committee will have authority to retain any search firm used to identify director candidates.
The Committee will make regular reports to the Board.
The Committee will annually review its own performance.