2003 Committee Charter : PKI

A. Purpose
The Nominating and Corporate Governance Committee shall:

Identify individuals qualified to become Board members;
Recommend to the Board the persons to be nominated by the Board for election as directors at the annual meeting pf stockholders;
Review corporate governance principles applicable to the Company and recommend to the Board amendments thereto from time to time as required or appropriate; and
Oversee the evaluation of the Board.

B. Structure and Membership
Each member of the Committee shall be "independent" as defined by the applicable rules of the New York Stock Exchange, except as otherwise permitted by such rules.

C. Authority and Responsibilities
Board and Committee Membership


Director Nominees - The Committee shall be responsible for (i) identifying individuals qualified to become Board members and (ii) recommending to the Board the persons to be nominated by the Board for election as directors at the annual meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board.
Criteria for Selecting Directors - The Board's criteria for selecting directors are as set forth in the Company's Corporate Governance Guidelines. The Committee shall use such criteria and the principles set forth in such Guidelines to guide its director selection process. The Committee shall be responsible for reviewing with the Board the requisite skills and criteria for new Board members as well as the composition of the Board as a whole.
Search Firms - The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director nominees, including sole authority to approve the search firm's fees and other retention terms. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of any search firm engaged by the Committee.
Committee Assignments - The Committee shall be responsible for recommending to the Board the directors to be appointed to each committee of the Board.
Corporate Governance Guidelines
The Company maintains written Corporate Governance Guidelines. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of such Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.

Annual Board Evaluation
The Committee shall oversee an annual self-evaluation of the Board to determine whether the Board and its committees are functioning effectively. The Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board's performance, to be discussed with the Board.

D. Administrative Matters
The Company's General Rules Governing Committees of the Board of Directors are incorporated herein by reference and made a part of this charter.