Board Affairs and Nominating Committee Charter



(as amended December 10, 2003)

The Board Affairs and Nominating Committee shall be comprised solely of at least three independent Directors who shall meet the criteria for independence required by the New York Stock Exchange.

Directors shall be elected to the Committee annually at the April meeting of the Board. The members of the Committee shall serve until their successors are elected and qualified or until their earlier resignation or removal. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies.

         I.            Board Affairs

                               A.            Board Size. Periodically review and recommend to the full Board the optimum size of the Board to accommodate the following objectives:

                                                       1.            To provide a Board sufficiently large to allow independent directors to staff the working Board committees.

                                                       2.            To ensure that there is a majority of directors who meet the criteria for independence required by the New York Stock Exchange.

                                                       3.            To permit key members of management to serve on the Board.

                                                       4.            To enable the Board to function effectively in terms of discussion and decision making.

                               B.            Criteria for Board Membership. Establish specific criteria by which potential Directors shall be qualified.

                              C.            Identification of Nominees. Identify potential nominees qualified to become Board members, considering suggestions for nominees proffered by Directors, employees, shareholders, and such other persons as may be deemed appropriate.

                              D.            Nomination of Directors. Propose and recommend to the full Board qualified nominees for Board membership, including its recommendation whether the Board can determine that the nominees meet the criteria for independence required by the New York Stock Exchange. Included in the nomination process is the review of each incumbent Board member's attendance and performance.

                               E.            Retirement. Establish the retirement policies applicable to Directors.

                               F.            Board Committees.

                                                       1.            Consider and recommend to the full Board the types and functions of Board committees and their initial respective charters.

                                                       2.            Consider the qualifications for membership on each Board committee and bring to the full Board recommendations for the membership of the committees of the Board, including Chairmanships.

                                                       3.            Determine policies with regard to rotation of Directors among the committees and any limitations on the number of consecutive years a Director should serve as the Chairman or as a member of any one Board committee. Implement these policies in the qualification of committee members.

                              G.            Committee Oversight of the Board. The Committee shall oversee the annual assessment of the Boardís performance.

                              H.            Management Performance, Organization, and CEO Succession. Monitor senior management organization, selection, performance, and career paths. Be concerned with CEO and management succession and make recommendation to the full Board when a CEO vacancy occurs through retirement or otherwise.

                                 I.            Articles of Incorporation and Bylaws Review. Periodically review and recommend changes to the full Board of the Articles of Incorporation and the Corporate Bylaws.

                                J.            Major Issues Focuses or Proposals. Make the initial assessment and subsequent report and recommendation to the Board regarding major issues or proposals brought to the Committee by management, the full Board, or by the Committee itself.

                               K.            Access to Outside Advisors. The Committee shall have the authority to obtain advice and assistance from external advisors and shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firmís fees and other retention terms. In addition, the Committee shall have the authority to obtain advice and assistance from other external advisors.

                               L.            Executive Sessions. The Chairman of the Committee shall act as the Chairman and shall preside at executive sessions of the Board without management participation.


        II.            Corporate Governance

                               A.            Corporate Governance Principles. Develop Criteria for Membership on the Board of Directors and recommend to the Board Operating Principles for the Board of Directors as a set of governance principles applicable to the Company.

                               B.            Annual Review. Make an annual assessment and subsequent report to the Board as appropriate relative to the performance of the Board in the area of corporate governance, including the adequacy of information supplied to the Board, and the Board's performance of its oversight responsibilities relevant to the management of the Company.


      III.            Committee Operations

                               A.            Committee Meetings. The Committee shall meet at least two times a year and on call of the Committee Chairman as needed to discharge the general and specific responsibilities enumerated above.

                               B.            Subcommittees. The Committee may delegate authority to one or more subcommittees.

                              C.            Committee Reporting. The Committee shall make regular reports to the Board.

                              D.            Committee Evaluation. The Committee shall annually review its own performance.

                               E.            Charter Review. The Committee shall annually review its charter and the Criteria for Membership on the Board of Directors and recommend any proposed amendments to the Board.