2003 Committee Charter : CUNO

The Corporate Governance and Nominating Committee (the "Committee") shall
be composed entirely of independent directors, as defined by NASDAQ. The Committee
shall have the responsibility to review and administer the corporate governance
guidelines of the Corporation. In addition, the Committee shall have the responsibility to
identify the criteria for Board membership; identify, recruit, review and nominate
prospective members of the Board of Directors; evaluate the effectiveness of the Board
on a continuing basis and report to the Board any observed deficiency; recommend to the
Board the assignment of Board members and Committee chairmen to various
Committees; and periodically review the compensation for the Board and make
recommendations to the Board regarding any changes in such compensation.
The Committee will consider matters of corporate governance and review and
publish, periodically, to the extent required or considered desirable, the Corporation's
corporate governance guidelines, Code of Conduct and Code of Ethics for Senior
Financial Officers (as required by applicable NASDAQ listing requirements and rules
adopted by Securities and Exchange Commission); and review, periodically, any plans
adopted by the Corporation that might impact the rights of shareholders or the election of
directors. The Committee will make recommendations on the structure of Board
meetings and oversee the Corporation's processes for providing information to the Board.
The Committee has sole authority to retain and terminate any search firm to be used to
identify director candidates, including sole authority to approve the search firm's fees and
other retention terms. In addition, the Committee has sole authority to retain and
terminate any compensation consultant or consulting firm to assist in the evaluation of
director compensation, including sole authority to approve the consultant's fees and other
retention terms. The Committee may also, at its discretion, engage outside legal counsel
or other advisers as it deems necessary to carry out its functions.