Corporate Nominating and Governance Committee Charter

STATEMENT OF POLICY

The Corporate Nominating and Governance Committee (The "Committee") shall provide assistance to the Company's Board of Directors in fulfilling its responsibility to shareholders, the investment community and governmental agencies that regulate the activities of the Company by:

ORGANIZATION

The Committee shall be comprised of at least two directors, who in the judgment of the Board of Directors, shall be independent in accordance with New York Stock Exchange listing standards. The Chairman of the Committee will be elected by the Board of Directors. The Committee will meet a minimum of twice a year and may appoint subcommittees. The Committee has sole authority for retaining, terminating and compensating any search firm or other advisors used by the Committee to identify director candidates.

RESPONSIBILITIES

The Committee is responsible for considering and making recommendations to the Board of Directors concerning the appropriate size, function, composition and needs of the Board. This responsibility includes:

Additional Committee functions include:


Reaffirmed and Approved at the
May 14, 2003 Board of Directors meeting.