CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE OF THE BOARD OF DIRECTORS
(as amended through February 25, 2004)
The Nominating and Corporate Governance Committee is appointed by the Board principally to (1) assist the
Board by identifying individuals qualified to serve as directors and officers of the Company, and to recommend to
the Board nominees for such positions, (2) monitor the composition of the Board and its committees, (3)
recommend to the Board a set of corporate governance guidelines applicable to the Company and (4) lead the
Board in its annual review of the Board's performance.
The Committee shall consist of at least three directors, each of whom will be appointed and replaced by the
Board in accordance with the Company's bylaws. Each member of the Committee shall meet the independence
requirements of the New York Stock Exchange. The Committee's chairperson shall be designated by the Board.
The Committee may form and delegate authority to subcommittees when appropriate.
The chairperson of the Committee will preside at each meeting and, in consultation with the other members of the
Committee, will set the frequency of, and the agenda for, each meeting.
IV. AUTHORITY AND RESPONSIBILITIES
In furtherance of the purpose of the Committee described above, the Committee shall have the following authority
1. The Committee shall lead the search for individuals qualified to serve as directors, and to recommend to the
Board a slate of directors to be elected annually by the shareholders. In connection therewith, the Committee (i)
shall consider candidates submitted by shareholders in accordance with the Company's bylaws, (ii) shall monitor
the performance and contributions of incumbent directors and (iii) may, to the extent it deems necessary or
appropriate, develop and recommend to the Board specific criteria for selecting director nominees. The
Committee shall a