Governance

• Overview
• Board of Directors
• Executives
• Governance Principles
• Standards of Business
  Conduct and Ethics
• Supplier Code of Conduct
• Code of Ethics for Senior Financial Professionals
• Committee Responsibilities
  and Charters
  • Audit Committee
  • Compensation and Executive Development Committee
  • Governance and Nominating Committee
• Communicating With
  Directors

Committee Responsibilities and Charters

Governance and Nominating Committee

Committee Members:

Peter C. Browning, Clayton C. Daley, Jr., Harvey B. Gantt, Victoria F. Haynes, James D. Hlavacek, Bernard L. Kasriel, Christopher J. Kearney, John H. Walker

The Governance and Nominating Committee is responsible for, among other things:

1. developing and recommending to the Board of Directors specific guidelines and criteria for selecting nominees for election to the Board of Directors;
2. reviewing the qualifications of and making recommendations to the Board regarding nominees for election as a director at each annual meeting of stockholders, and the nominees for directors to be elected by the Board of Directors to fill any vacancies or newly created directorships;
3. making recommendations to the Board concerning the size and composition of the Board, the size and composition of each standing committee of the Board, and the responsibilities of each standing committee of the Board of Directors;
4. overseeing and arranging the annual process of evaluating the performance of the Board of Directors and the Company's management; and
5. developing and recommending to the Board of Directors a set of corporate governance principles for the Company.

The Governance and Nominating Committee is composed entirely of independent directors. All members of the Committee meet the independence requirements of the NYSE listing standards for nominating committee members. In the opinion of the Board, these directors are free of any relationship that would interfere with their exercise of independent judgment as members of the Committee.