(As approved by the Board on
November 7, 2003)


1. Mission Statement

The Nominating Committee shall assist the full Board of Directors in selecting individuals for service on the Board of Directors of the Company and evaluating their performance.

2. Membership and Qualification

The Committee shall consist of two or more “independent directors” as defined in and determined pursuant to the corporate governance policies of the New York Stock Exchange. The Committee members shall be elected by the Board annually for terms of one year, or until their successors shall be duly elected and qualified. The Board may remove any Committee member at any time. Unless a Committee Chairman is elected by the full Board , the Committee members may designate a Chairman.

3. Meetings and Other Actions

The Committee shall meet at least once a year and at such additional times as may be necessary to carry out its responsibilities. Meetings may be called by the Chairman of the Committee or at the request of the Chairman of the Board. All meetings of and other actions by the Committee shall be held or otherwise taken pursuant to the Company's Bylaws, including Bylaw provisions governing notices of meetings, waivers thereof, the number of Committee members required to take actions at meetings or by written consent, and other related matters.

Reports of meetings of and actions taken at meetings or by consent by the Committee since the most recent Board meeting (except to the extent covered in an interim report circulated to the Board) shall be made by the Committee Chairman or his/her delegate to the Board of Directors at its next regularly scheduled meeting following the Committee meeting or action and shall be accompanied by any recommendations from the Committee to the Board of Directors. In addition, the Committee Chairman or his/her delegate shall be available to answer any questions the other Directors may have regarding the matters considered and actions taken by the Committee.

4. Responsibilities and Authority

In carrying out its mission, the Committee shall have the following responsibilities and authority:

A. Evaluate periodically the desirability of and recommend to the Board any changes in the size and composition of the Board.

B. Make recommendations to the Board for the selection of directors in accordance with the criteria set forth below:

  • Director selection should include at least enough independent directors (as defined in and determined pursuant to the corporate governance policies of the NYSE and the rules of the SEC) so that the independent directors will constitute at least a majority of the Board.
  • Independent directors should have appropriate skills, experiences and other characteristics to provide qualified persons to fill all Board Committee positions required to be filled by independent directors.
  • The Chief Executive Officer of the Company shall be a director and, depending on the circumstances, certain other members of management, as well as certain individuals having relationships with the Company that prevent them from being independent directors, may be appropriate members of the Board.
  • Each director should:
    • Be an individual of the highest character and integrity;
    • Be free of any interest which would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
    • Be willing and able to devote sufficient time to the affairs of the Company and be diligent in fulfilling the responsibilities of a director and Board Committee member (including developing and maintaining sufficient knowledge of the Company and its industry; reviewing and analyzing reports and other information important to Board and Committee responsibilities and preparing for, attending and participating in Board and Committee meetings; and
    • Have the capacity and desire to represent the balanced, best interests of the shareholders as a whole and not primarily a special interest group or constituency.
  • The Committee should consider candidates for directors who have skills, experiences (whether in business or in other areas such as public service or academia), particular areas of expertise, specific backgrounds, and other characteristics that should enhance the diversity of members of the Board and should also enhance effectiveness of the Board and its Committees.

C. Evaluate each new director candidate and each incumbent director before recommending that the Board nominate or renominate such individual for election or reelection (or that the Board elect such individual on an interim basis) as a director based on the extent to which such individual meets the criteria above.

  • Each decision to renominate incumbent directors should be based on a careful consideration of each such individual's contributions, including the value of his/her experience as a director of the Company, the availability of new director candidates, if any, who may offer unique contributions, and the Company's changing needs.

D. Diligently seek to identify potential director candidates who will strengthen the Board.

E. Submit to the Board the candidates for Director to be recommended by the Board for election at each annual meeting of shareholders and to be added to the Board at any other times due to Board expansions, director resignations or retirements or otherwise.

F. Monitor performance of directors to assure that they are fulfilling their responsibilities in accordance with the criteria set forth above. If any serious problems are identified, work with such director to resolve such problems or, if necessary, seek such director's resignation or recommend to the Board such person's removal.

G. Develop and recommend to the Board a set of corporate governance principles applicable to the Company in compliance with the rules of the NYSE.

H. Perform an annual self-evaluation of the Nominating Committee's performance and annually reassess the adequacy of, and if appropriate propose to the Board any deserved changes in the Nominating Committee Charter.

I. Perform such other duties and responsibilities as may be assigned to the Committee, from time to time, by the Board of Directors of the Company and/or the Chairman of the Board of Directors.

5. Additional Resources

The Committee shall have the right to use reasonable amounts of time of the Company's internal staff and services and may, with the approval of the full Board, hire independent consultants, including counsel, to assist and advise the Committee in connection with its responsibilities. If the Board so approves, the Committee shall have the sole authority to retain or terminate any such consultant, including the authority to approve the consultant's fees and other retention terms. The Committee shall not be entitled to use the Company's independent accountants for any assistance unless the Audit Committee shall have determined that the rendering of any services is permissible.