Charter of the Nominating Committee

I. Committee Purpose
The principal purposes of the Nominating Committee (the “Committee”) are (i) to identify, in accordance with policies and procedures adopted by the Committee from time to time, individuals who are qualified to serve as directors and (ii) to recommend such individuals to the Board of Directors, either to fill vacancies that occur on the Board from time to time or in connection with the selection of director nominees for each annual meeting of stockholders.

II. Committee Composition
The Committee shall consist of at least three members of the Board of Directors. All members of the Committee shall meet the independence requirements of the New York Stock Exchange as in effect from time to time, one of whom shall serve as chairperson of the Committee.

III. Committee Responsibilities and Duties
The Committee shall:

1.       Seek out suitable candidates who meet the qualification requirements for directors as set forth in the Policy Regarding Qualification and Nomination of Director Candidates to fill vacancies on the Board of Directors, or to provide needed additional experience, expertise and special knowledge as may be required.

2.       Evaluate, in light of the criteria set forth in the Policy Regarding Qualification and Nomination of Director Candidates, the qualifications of potential candidates, including any nominees submitted by stockholders under and in accordance with the provisions of the Company’s Bylaws, and recommend to the Board of Directors the election of qualified persons to fill vacancies or additional seats on the Board.

3.       Recommend to the Board of Directors those persons to be designated as the Board’s nominees for election as directors at the next annual meeting of the Company’s stockholders. The names of those persons so nominated by the Board shall be placed in nomination at the annual meeting of stockholders by the chairman of the Committee or, in his or her absence, another member of the Committee.

4.       Periodically assess the size of the Board of Directors to ensure that the Board can effectively carry out its obligations.

5.       Conduct annual review and self-evaluation of the performance of the Committee.

6.       Annually review and reassess the adequacy of its Policy Regarding Qualification and Nomination of Director Candidates.

7.       Have the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm’s fees and other retention terms.

8.       Maintain minutes of meetings and regularly report to the Board of Directors on significant results of the foregoing activities.

Effective Date: May 18, 2004