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:

• Developing and recommending to the Board a set of corporate governing principles applicable to the Company;
  
  
• Foster a climate of respect, trust and candor conducive to the effective functioning of the Board; and
  
  
• Identifying individuals qualified to become directors, selecting, or recommending that the Board and shareholders select the candidates for directors of the Board.

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:

• Establishing criteria for Board membership;
  
  
• Considering, recommending and recruiting candidates to fill new positions on the Board;
  
  
• Reviewing candidates that are recommended by the shareholders for nomination to the Board;
  
  
• Conducting the appropriate inquiries into the backgrounds and qualifications of possible Board candidates; and
  
  
• Recommending the Director nominees for approval by the Board and the Shareholders.

Additional Committee functions include:

• To consider questions of possible conflicts of interest of Board members, perspective Board members and senior officers;
  
  
• To advise on changes in Board compensation;
  
  
• To recommend members of the Committees of the Board;
  
  
• To monitor and recommend the functions of the Committees of the Board;
  
  
• Perform an evaluation of its performance at least annually to determine whether the Committee is functioning effectively;
  
  
• To recommend matters for consideration by the Board;
  
  
• To consider matters of corporate governance and to review, periodically, the Company's corporate governance principles;
  
  
• In consultation with the Chief Executive Officer of the Company, develop and implement appropriate educational and training programs for new Directors;
  
  
• Review periodically with the Chairman and Chief Executive Officer, the succession plans relating to positions held by corporate officers and to make recommendations to the Board with respect to the selection of individuals to occupy those positions; and
  
  
• Report to the Board following meetings of the Committee.
  
  

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