2003 Nominating Charter: JEC

NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER

1. Members. The Nominating and Corporate Governance Committee shall consist of three or more members appointed by the Board of Directors, each of whom shall be an "independent" director of the Board, and the Board shall designate one member as chair. For purposes hereof, "independent" shall mean a director who meets the New York Stock Exchange definition of "independence," as determined by the Board.

2. Purpose, Duties and Responsibilities. The Nominating and Corporate Governance Committee shall be responsible for assisting the Board of Directors in identifying, screening and recommending qualified candidates to serve as directors of the Company and for considering and making recommendations to the Board concerning the Company's corporate governance policies, principles and guidelines, including, but not limited to, the appropriate size, function and needs of the Board. Specifically, the Nominating and Corporate Governance Committee shall have the authority and responsibility to:

(i) Recommend to the Board candidates for election or reelection to the Board at each annual meeting of the shareholders of the Company.

(ii) Recommend to the Board candidates for election by the Board to fill vacancies occurring on the Board.

(iii) Consider shareholder nominees.

(iv) Recommend to the Board the selection criteria to be used by the Committee in seeking nominees for election to the Board.

(v) Aid in attracting qualified candidates to serve on the Board.

(vi) Review any outside directorships in other public companies held by any officer of the Company or other key Company management personnel.

(vii) Monitor and recommend the functions of the committees of the Board.

(viii) Recommend members of the committees of the Board.

(ix) Advise on changes in Board compensation.

(x) Recommend to the Board the structure and schedule of Board meetings.

(xi) Consider matters of corporate governance and to establish and review, periodically, the Company's corporate governance principles.

(xii) Review, periodically, the Company's Shareholder Rights Plan.

(xiii) Review, periodically, the Company's Director retirement policies.

(xiv) Consider and recommend to the Board candidates regarding succession at the Chairman of the Board and the Chief Executive Officer levels, including whether or not the role of the Chairman and Chief Executive should be separate or combined.

(xv) Make such additional reports and recommendations to the Board as the Committee may see fit within the scope of its functions.

(xvi) Retain, consult with and seek advice from appropriate management personnel, outside consultants or attorneys on any of the above matters as the Nominating and Corporate Governance Committee may from time to time deem appropriate.

C-1


--------------------------------------------------------------------------------

(xvii) Evaluate the performance of the Nominating and Corporate Governance Committee annually.

(xviii) Appoint one or more subcommittees composed of one or more directors and delegate any of its authorities or responsibilities to such subcommittees, on any of the above matters, as the Nominating and Corporate Governance Committee may from time to time deem appropriate.

(xix) Report Nominating and Corporate Governance Committee actions to the Board of Directors.

(xx) Perform such other duties and responsibilities as may be assigned to the Nominating and Corporate Governance Committee, from time to time, by the Board of Directors and/or the Chairman of the Board of Directors.

3. Meetings. The Nominating and Corporate Governance Committee shall meet as often as it deems necessary or appropriate, in its judgment, but not less than four times per year, either in person or telephonically, and at such times and places as the Nominating and Corporate Governance Committee determines. The Nominating and Corporate Governance Committee shall report to the full Board with respect to each meeting and shall make such reports to shareholders as are required by applicable regulations or as are deemed advisable in the Nominating and Corporate Governance Committee's judgment. The majority of the members of the Nominating and Corporate Governance Committee shall constitute a quorum.

C-2


--------------------------------------------------------------------------------