Corporate governance and social responsibility committee

February 27, 2008

The Corporate Governance and Social Responsibility Committee (“Committee”) assists the Board of Directors on all matters relating to the selection, qualification and compensation of members of the Board, as well as matters relating to the duties of the members of the Board. The Committee also assists the Board with oversight of corporate governance, including the enhancement of the Company’s global reputation, its corporate social responsibility, and the stewardship and sustainability of its products.

The Committee shall be composed of no fewer than three directors. Committee members will satisfy the independence requirements of the Company’s Corporate Governance Guidelines and of the New York Stock Exchange Listing Standards.

The Committee shall:

• Develop qualification criteria for members of the Board of Directors and outline such criteria in the corporate governance guidelines.

• Identify and review candidates for the Board of Directors, including candidates nominated by shareholders pursuant to the Company’s Bylaws.

• Recommend to the Board of Directors nominees for election as directors.

• Recommend to the Board of Directors the composition and chairs of the committees of the Board of Directors. Oversee the Company’s committee structure and operations and the working relationship between each committee and the Board of Directors.

• Oversee director training and continuing education.

• Lead the annual director self-evaluation process. Consider, discuss and recommend ways to improve the effectiveness of the Board of Directors. Oversee the Company’s corporate governance guidelines and make recommendations to the Board of Directors on governance and social responsibility issues.

• Oversee the adequacy of the Company’s codes of conduct, conflicts of interest and related policies, and obtain confirmation from management that any code of conduct and related policies are understood and implemented.

• Oversee the Company’s philanthropic and political contributions.

• Review the Company’s progress on sustainability; oversee the Company’s public policy and advocacy priorities and strategies.

• Review annually the compensation and shareholding requirements for outside directors and recommend any changes to the Board of Directors.

• Recommend to the Board of Directors, from time to time, nominees for appointment as officers to the Company.

• Perform such other functions as may be requested by the Board of Directors and report its activities regularly to the Board of Directors.

The Committee shall have authority to retain and terminate outside advisors to assist in the performance of its functions, with authority to agree to fees and other terms of engagement.

The Chairman of the Committee shall discuss the Committee’s performance with each Committee member, following which discussions the Chairman shall lead the Committee in an annual review of its performance. The annual evaluation shall include a review of the Committee’s charter.

The Chairman of the Committee shall discuss the Committee’s performance with each Committee member, following which discussions the Chairman shall lead the Committee in an annual review of its performance. The annual evaluation shall include a review of the Committee’s charter.