Corporate Governance

Charter of the Nominating and Governance Committee
of the Board of Directors

STATEMENT OF PURPOSE
The Nominating and Governance Committee, identifies individuals qualified to become Board members, proposes nominees for election to the Board and its Committees for the annual meeting of shareholders and to fill any vacancies on the Board, makes recommendations to the Board of Directors concerning the organization, size, composition, qualifications, overall development and governance practices of the Board of Directors and its Committees, and conducts an annual evaluation of the Board of Directors and its Committees and to perform such functions assigned to it in the Corporate Governance Guidelines.

ORGANIZATION AND QUALIFICATION OF COMMITTEE MEMBERS
The Nominating and Governance Committee shall be comprised of at least three Directors, all of whom shall be Independent Directors as defined in the New York Stock Exchange Listed Company Manual’s Corporate Governance Standards. . The Committee shall be appointed in accordance with the Company’s Governance Guidelines, including Guidelines on committee member and chair rotation.

MEETINGS
The Committee shall meet periodically as necessary, but in no event less frequently than twice annually. The Committee shall make regular reports and appropriate recommendations to the Board of Directors as specifically set forth in this charter.

ROLE AND RESPONSIBILITIES
A. Identification and Selection of Director Candidates

1. The Committee shall conduct searches for and identify qualified nominees to serve on the Board of Directors. In so doing, the Committee shall have sole authority to retain and terminate any search firm to be used to identify such candidates, including sole authority to approve the search firm’s fees and retention terms.

2. Criteria for selection of nominees shall include consideration of the nominees’ skills, background and experience as it may enhance the overall strength and diversity of the Board of Directors. Factors to be considered may include overall business experience, industry experience, financial expertise, academic achievements and unique skills, abilities or achievements.

3. The Committee will consider shareholders’ recommendations for nominees for membership on the Board of Directors, provided such recommendations for nominees to be proposed at any Annual Meeting are made in writing addressed to the Secretary of the Company prior to the fifteenth of December preceding the date of such meeting.

B. Board and Committee Evaluations

1. The Committee shall annually review and recommend the assignment of Board Members to its standing committees, giving consideration to each Board Member’s skill, background and experience.

2. The Committee shall annually oversee a performance evaluation of the Board as a whole, each of its Committees and individual Directors, and shall report to the Board of Directors and to each Committee and each Director, respectively, the results of the evaluation and its recommendations with respect to its findings. The Committee may retain a third party consultant to oversee such evaluations, and shall be solely responsible for the selection and engagement of such consultant. Evaluation of the performance of the Committee and its members, if not overseen by a third party consultant, shall be overseen by members of the Board of Directors who do not serve on the Committee.

C. Governance Review and Recommendations

1. The Committee shall review at least annually the Company’s Governance Guidelines against corporate best practices, shall report to the Board on the results of such review and shall make recommendations to the Board with respect to any changes or additions to the Governance Guidelines.

OTHER RESPONSIBILITES
The Committee will undertake any other assignment delegated to it by the Board of Directors.

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