Authority

The Board by resolution dated January 30, 2002, established the Nominating and Governance Committee and adopted this Charter. The Charter was amended by a resolution of the Board dated February 25, 2003.

Purpose

The Nominating and Governance Committee is charged with studying and making recommendations concerning the qualifications of all directors, selecting and recommending candidates for election and re-election to the Board and persons to fill vacancies on the Board of Directors, as well as the compensation paid to non-employee directors.

The Committee also reviews and considers other matters of corporate governance, including trends and emerging expectations, as well as what may be deemed best practices. In advising the Board and management, the Committee may consider a range of governance matters, including Board structure, Board composition, Committees and criteria for Committee appointment, Board meeting policies, and the ongoing relationship between the Board and management.

Composition

The Committee shall have a minimum of three directors. The Board shall appoint the Committee members and a Chairman. The Board may fill vacancies on the Committee. All Committee members shall possess the independence and other qualifications required by the New York Stock Exchange and the rules and regulations of the Securities and Exchange Commission. The Board may remove a member from the Committee at any time with or without cause.

Meetings

The Committee will meet at the call of its Chairman or the Chairman of the Board. A majority of the Committee members will be a quorum for the transaction of business. The action of a majority of those present at a meeting at which a quorum is present will be the action of the Committee. Any action required to be taken at a meeting of the Committee will be deemed the action of the Committee without a meeting if all of the Committee members executed, either before or after the action is taken, a written consent and the consent is filed with the Corporate Secretary. The Committee may form and delegate authority to subcommittees or to its Chairman when appropriate. The Chairman will report from time to time to the Board on Committee actions and on the fulfillment of the Committee's duties under its Charter. The Committee Secretary (who will be the Corporate Secretary) will be responsible for maintaining minutes of all Committee meetings, which will be available to all Board members.

Duties and Responsibilities

In discharge of its responsibilities, the Committee shall:

1. Review the qualifications of Board members and their suitability for continued service and also undertake such review with respect to any director at any time he or she changes employment or profession, suffers a relevant deterioration in health, or undergoes any other significant alteration in circumstances which may impact Board service.

2. Review periodically compensation programs for non-employee directors and make recommendations with respect to changes as appropriate.

3. Review qualifications of directors nominated to each of the Committees, including the Audit Committee and the Compensation and Organization Development Committee, and make recommendations to the Board.

4. Maintain a Board succession plan, including size and composition. Recommend to the Board qualified candidates, including candidates for Board vacancies, to provide an appropriate balance of knowledge, experience and capability on the Board, reflecting the Board's criteria for selecting new directors, and take reasonable measures to identify qualified Board candidates and receive suggestions and nominations from shareholders concerning potential Board candidates.

5. Determine qualifications of individual directors to meet regulatory concepts such as "independent", "non-employee" or "outside" director and "audit committee financial expert".

6. Recommend to the Board the establishment, charter and membership of the various committees of the Board.

7. Oversee the annual assessment of the performance of the Committees and individual members, and receive comments from all directors and report annually to the Board with an assessment of the Board's performance to be discussed with the full Board following the end of each fiscal year.

8. Review annually the corporate governance principles of the company, and, in connection with such review, make recommendations concerning evolving trends and best practices in corporate governance.

9. Recommend to the Board and review at least annually the Code of Conduct and recommend changes as appropriate.

10. Oversee Board orientation program for new directors and, as appropriate, make recommendations concerning continuing education for existing directors.

11. Assess annually its performance of the duties specified in this Charter and report its findings to the Board.

12. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for its approval.


Consultants and Others to Assist Committee

The Committee shall have the authority to retain and terminate any consulting or search firm as it may deem appropriate in its sole discretion to be used to identify director candidates, including the sole authority to approve the firm's fees and other retention terms.

February 25, 2003