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EXHIBIT 99.3 Nominating & Corporate Governance Committee (As of July 2004) Purposes The primary purposes of the Nominating and Corporate Governance Committee are to
ensure that (1) the Companys Board consists primarily of qualified independent
directors and (2) the Company and its Board follow the best possible corporate
governance practices. Its responsibilities in that regard include:  Identifying individuals qualified to become members of the Board and to
recommend to the Board candidates for election or reelection as directors;  Monitoring and recommending corporate governance and other board practices; and  Overseeing performance reviews of the Board, its committees and the individual
members of the Board. In discharging its duties, the Committee is empowered to investigate any matter
brought to its attention with full access to all Company books, records, facilities,
personnel, legal counsel and independent auditors, along with the sole power to retain
and terminate outside counsel or other experts for this purpose. The Committee shall
have sole authority to approve any search firms fees and other retention terms. The Committee shall review the adequacy of this charter on an annual basis and
recommend any appropriate changes to the Board for consideration. Membership Appointment and Removal. The Committee shall be appointed by the Board and shall serve
at the pleasure of the Board for such term as the Board may decide or, with respect to
an individual Committee member, until such Committee member is no longer a Board
member. The Board shall designate the chairperson of the Committee. Number and Meetings. The Committee shall be comprised of not less than three members
of the Board. The Committee shall meet as often as necessary to fulfill its
responsibilities. The Committee may appoint subcommittees and may delegate its
responsibilities to a subcommittee to the extent it deems appropriate. Independence.The Committee members will each qualify as independent under the rules
of the New York Stock Exchange. These requirements as currently in effect are
summarized in Annex Ahereto. Accordingly, the members of the Committee will be
directors who the Board affirmatively concludes have no material relationship to the
Company, as determined by the Board, either directly or as a partner, shareholder or
officer of any organization that has a relationship with the Company. The failure of the Committee to satisfy the independence requirements set forth above
shall not invalidate any actions taken by the Committee. Responsibilities The following functions shall be the common, recurring activities of the Committee in
carrying out its duties. Nominating Responsibilities 1. The Committee shall lead the Companys search for individuals qualified to become
members of the Board. 2. The Committee shall evaluate and recommend to the Board for nomination candidates
for election or reelection as directors. 3. In the event of a vacancy on the Board, or if the Committee becomes aware of a
pending vacancy and the Board determines that such vacancy shall be filled by the
Board, the Committee shall recommend to the Board a qualified individual for
appointment to the Board. 4. The Committee shall establish and oversee appropriate director orientation and
continuing education programs. 5. In assessing the qualification of a candidate, the Committee generally shall
observe the following guidelines:  The only candidates who at the time of their initial election may be
non-independent are the Chief Executive Officer of the Company and up to one
other executive officer of the Company. The remaining directors shall be
independent at the time of their initial election, but shall not be disqualified
from reelection as a result of subsequently no longer being independent,
provided that at all times a substantial majority of the directors shall be
independent. In assessing independence




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the Committee shall consider the
requirements on New York Stock Exchange rules and such other factors as it deems
advisable.  A majority of the directors should be active or retired senior executives (or
the equivalent) of other significant companies, educational institutions,
governmental agencies, service providers or non-profit organizations. Directors
shall not be a director, consultant or employee of or to any competitor of the
Company (i.e., a company that sells jewelry at retail).  In considering candidates, the Committee shall consider their other
obligations and time commitments and their ability to attend meetings in person.  In the event that the Chairman, other than the current Chairman at the time of
the initial adoption of this Charter, is not independent, the Committee shall
recommend another director to serve as the lead independent director.  To avoid potential conflicts of interest, interlocking directorships will not
be allowed. Interlocking directorships shall be deemed to occur if a senior
executive officer of the Company serves on the board of or as a trustee of a
company or institution that employs one or more directors (i.e., reciprocal
directorships). Corporate Governance Responsibilities 1. The Committee shall, from time to time, as the Committee deems appropriate, make
recommendations to the Board regarding an appropriate Board organization and
structure. 2. The Committee shall, from time to time, as the Committee deems appropriate,
evaluate the size, composition, membership qualifications, scope of authority,
responsibilities, reporting obligations and charters of each committee of the Board. 3. The Committee shall periodically review and assess the adequacy of the Companys
corporate governance principles as contained in this Charter. Should the Committee
deem it appropriate, it may develop and recommend to the Board for adoption additional
corporate governance principles. 4. The Committee shall periodically review the Companys Certificate of Incorporation
and Bylaws in light of existing corporate governance trends, and shall recommend any
proposed changes for adoption by the Board or submission by the Board to the Companys
stockholders. 5. The Committee may make recommendations on the structure and logistics of board
meetings and may recommend matters for consideration by the Board. 6. The Committee shall consider, adopt and oversee all processes for evaluating the
performance of the Board, each committee and individual directors. 7. The Committee shall annually review and assess its own performance. 8. The Committee shall oversee the development of a Chief Executive Officer succession
plan, under which, among other things, the Board will receive periodic reports from
management on the development of other members of senior management. General 1. The Committee shall review and discuss such other matters that relate to the
accounting, auditing and financial reporting practices and procedures of the Company
as the Committee may, in its own discretion, deem desirable in connection with the
review functions described above. 2. The Committee shall perform any other duties or responsibilities delegated to the
Committee by the Board from time to time. 3. The Committee shall report regularly to the Board. 4. The Committee shall conduct and review with the Board annually an evaluation of the
Committees performance. Annex ANominating and Corporate Governance Committee
Independence Requirements NYSE Rules. No director qualifies as independent unless the Board affirmatively
determines that the director has no material relationship with the Company (either
directly or as a partner, shareholder or officer of an organization that has a
relationship with the Company). In addition, the following directors shall not satisfy
the definition of independent:  A director who is an employee, or whose immediate family member is an
executive officer, of the Company is not independent until three years after the
end of such employment relationship.  A director who receives, or whose immediate family member receives, more than
$100,000 per year in direct compensation from the Company, other than director
and committee fees and pension




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or other forms of deferred compensation for prior
service (provided such compensation is not contingent in any way on continued
service), is not independent until three years after he or she ceases to receive
more than $100,000 per year in such compensation.  A director who is affiliated with or employed by, or whose immediate family
member is affiliated with or employed in a professional capacity by, a present
or former internal or external auditor of the Company is not independent until
three years after the end of the affiliation or the employment or auditing
relationship.  A director who is employed, or whose immediate family member is employed, as
an executive officer of another company where any of the Companys present
executives serve on that companys compensation committee is not independent
until three years after the end of such service or the employment relationship.  A director who is an executive officer or an employee, or whose immediate
family member is an executive officer, of a company that makes payments to, or
receives payments from, the Company for property or services in an amount which,
in any single fiscal year, exceeds the greater of $1 million or 2% of such other
companys consolidated gross revenues, is not independent until three years
after falling below such threshold.