2004 Committee Charter : ESL

This Corporation shall have a Nominating & Corporate Governance Committee (the
"Committee") of the Board of Directors (the "Board") with duties and responsibilities
described in this Charter:
The purpose of the Committee is to (i) identify individuals qualified to become members
of the Board, (ii) select and recommend to the Board the director nominees for the
Board for the next annual meeting of shareholders, (iii) develop, update as necessary
and recommend to the Board corporate governance principles and policies, together
with a code of business ethics, applicable to this Corporation, (iv) monitor compliance
with such principles and policies, and (v) oversee the evaluation of the Board and
  • The Committee members shall be appointed by the Board with regard to
    relevant experience.
  • The Committee shall consist of at least three (3) Directors, each of whom
    meets the independence requirements defined by the SEC and the NYSE.
  • Members of the Committee shall be elected for a one (1) year term.
  • The Board may remove any member of the Committee.
    Responsibilities and Authority
    The Committee shall hold at least 3 regular meetings per year. The Committee is
    responsible for (i) selecting directors, (ii) overseeing the evaluation of the Board and
    management of this Corporation and (iii) developing and monitoring corporate
    governance principles, practices and guidelines for the Board and this Corporation. The
    Board shall retain the overall responsibility to ensure that management functions
    effectively in the execution of Company strategy.
    The Committee shall report regularly to the Board, including on issues related to the
    selection of director nominees, Board and committee roles and functions, performance
    of the Board and the Committee, and effectiveness of corporate governance principles
    and policies.
    The Committee has the sole authority, without seeking approval from the Board, to
    retain and terminate any search firm used to identify director nominees, which authority
    includes approval of such search firm's fees and other retention terms.
    Specific Duties
    It shall be the duty and responsibility of the Committee to:
  • Recommend director candidates to the entire Board adhering to the following
    �� Identify potential candidates for election to the Board based upon the
    criteria set forth in Board Policy 01.
    �� Evaluate existing Directors eligible for reelection to the Board considering,
    among other things, the criteria set forth in Board Policy 01 and the tenure
    of such Directors.
    �� Consider and make recommendations to the Board regarding the
    appropriate size and composition of the Board.
    �� Make recommendations to the Board of individuals to be presented to the
    Shareholders of the Corporation for election to the Board.
    �� When an interim vacancy occurs on the Board, make recommendations to
    the Board of an individual to fill such vacancy.
    �� When an individual is to be recommended for a directorship, to cause to
    be circulated to all Board members a resume of the individual's
    capabilities and experience, prior to the meeting at which the
    recommendation will be presented.
  • Periodically re-examine mandatory retirement age and consider desirability of
    additional factors.
  • Periodically review, approve and recommend to the Board appropriate
    revisions to the board selection criteria set forth in Board Policy 01.
  • Determine procedures for the review, approval and recommendation of
    director candidates, as appropriate.
  • Collect and review reports and other information submitted by the Directors
    relating to new or changes in each Director's affiliations, relationships,
    employment, other board or public service positions or transactions that may
    impact the Director's independence and make recommendations to the Board
    regarding responsive action, if any, with respect to such Director in light of
    such reports and information.
  • Oversee the evaluation of the Directors in such areas as attendance,
    preparedness, candor and participation and consider recommendations to
    increase Board effectiveness.
  • Develop procedures and programs for orientation of new directors.
  • Develop Board education and development programs.
  • Recommend guidelines to Board of frequency of regular meetings of
    independent, non-management directors, develop format for such meetings,
    including selection of presiding director at such meetings.
  • Determine method of communications between (i) employees, shareholders
    and other interested parties and (ii) non-management directors and/or the
    presiding director.
  • Recommend to Board, as appropriate, number, type, functions, structure and
    independence of committees and oversee compliance of the Board
    committees with their respective charters, including the requirement to
    conduct self-evalutions.
  • Annually recommend to Board director membership on Board committees
    and advise Board and/or committees with regard to selection of Chairmen of
  • Determine criteria and procedures for selection of committee members and
    Chairmen, as appropriate.
  • Establish and coordinate with applicable committee Chairman criteria and
    method for evaluating the effectiveness of the committees.
  • Develop and communicate to the Lead Independent Director procedures for
    Board review, and for communicating such review, of the Chairman of the
  • Determine method for, and oversee the evaluation of, the performance of
    senior executives.
  • Develop guidelines for short-range and long-range succession planning.
  • Monitor process and scope of director access to Company management and
    employees and communications between directors and Company
    management and employees.
  • Develop and recommend to the Board (i) corporate governance principles, (ii)
    a code of business conduct and ethics applicable to directors, officers and
    employees of this Corporation and (iii) a code of ethics applicable to the
    senior financial officers of this Corporation (which may be incorporated into
    the code of business conduct and ethics described in (ii) hereof), each of
    which include, among other things, requirements identified by the SEC and
    the NYSE, and monitor compliance with and the effectiveness of such
    principles and codes.
  • Oversee the development of an annual meeting calendar for the Board and
    the Committee.
  • Develop through coordination between the Chairman of the Committee and
    the Lead Independent Director a process for preparing agendas for Board
  • Determine through coordination between the Chairman of the Committee and
    the Lead Independent Director the appropriate timing for distribution of Board
    materials to allow directors adequate time to review materials and prepare for
  • Submit to the Board copies of the minutes of all Committee meetings.
    The Committee shall review and reassess this Charter at least annually and, if
    appropriate, propose changes to the Board.
    The Committee shall obtain or perform an annual evaluation of the Committee's
    performance and make applicable recommendations for improvement.
    December 2003