2003 Nominating Charter: HAR

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

Purpose: The Nominating and Governance Committee is a standing committee of the Board. The Committee's purpose is to assist the Board in carrying out its oversight responsibilities relating to the composition of the Board and certain corporate governance matters. Unless the Board otherwise determines in a specific case, the Committee will have the power to recommend that the full Board take action as to the matters referred to it by the Board relating to the composition of the Board and its committees as well as specified corporate governance matters. As such, the Committee does not have the power to act on behalf of the Board as a whole unless the Board otherwise determines in a specific case.

Composition: The Committee will have such number of members as the Board from time to time designates. Based upon the recommendation of the Committee, the Board will designate the members of the Committee at least annually and in connection therewith will take such actions as it from time to time determines to be appropriate to assure that the Committee and its members comply with applicable independence requirements. Management is hereby directed to take such steps as are necessary to assure that the Company does not take actions which would compromise the independence of any Committee member.
The Board will from time to time designate the Chairperson, and may designate a Co-Chairperson or Vice Chairperson, of the Committee.

Resources: Management is directed to bring to the attention of the Committee such matters that the Committee is required by law or listing requirements to review or as the Committee or its Chairperson may from time to time designate. Without limitation, management is responsible for providing the Committee with the information and assistance contemplated by this Charter and educational and other resources as it or its Chairperson may request or may be required by law or listing requirements. The Committee or its Chairperson may retain at the Company's expense legal counsel and such other third-party advisors as it determines to be appropriate, and will have the sole authority to retain, terminate and determine the compensation of search firms, if any, retained to assist in identifying or recruiting potential Board candidates.

Proceedings: The Committee will periodically meet in executive session. The Committee may otherwise adopt such procedures as it may from time to time determine to be appropriate to assist in the discharge of its responsibilities. Except as the Committee or its Chairperson may otherwise determine, the Secretary or another person designated for this purpose by the Committee Chairperson will prepare appropriate records of all Committee meetings and actions, copies of which when approved by the Committee or its Chairperson will be furnished to the Board, and will maintain copies of all materials furnished or presented to the Committee. In addition, the Committee Chairperson will report to the board as to all matters that he or she determines to be appropriate.

Responsibilities: The Committee will consider and make recommendations to the full Board with respect to the following matters at least annually:

Nominees for election to the Board and directorate committees established from time to time by the Board and criteria therefor;
The functions of the directorate committees;
The Committee's performance of its own responsibilities;
The Company's corporate governance policies generally, including with respect to the Company's corporate governance guidelines, the director qualification standards, responsibilities, access to management and independent advisors, compensation, orientation and education, performance evaluation and management succession;
The Company's code of business conduct; and
The performance by the Board and its committees, taken together.
The Committee's recommendations will include procedures for implementation of these policies.

The Committee will also consider such matters as the Board may from time to time specifically request, including if applicable stockholder proposals and legislative or other proposals affecting corporate governance.

The Committee will review this Charter at least annually and will recommend changes to this Charter as it determines to be appropriate. Any changes will be effective when approved by the Board.

Adopted June 10, 2003