1.        The Nominating and Governance Committee is a committee of the Board of Directors. The members and chair of the Committee will be elected by the full Board and will serve at the pleasure of the Board.

2.        All members of the Committee must meet the independence requirements of the New York Stock Exchange.

3.        The Committee may not delegate any of its functions to a subcommittee without the authorization of the Board.

4.        The Committee will regularly report on actions taken by it to the full Board.

5.        The Committee is authorized to obtain advice and assistance as it believes necessary from corporate personnel and from external legal, accounting and other advisors.


The purpose of the Committee will be to:

1.        Identify individuals qualified to become members of the Board.

2.        Recommend to the Board director nominees to be presented at the annual meeting of shareholders and nominees to fill vacancies on the Board, whether caused by retirement, resignation, death, increase in the number of authorized directors or otherwise.

3.        Develop and recommend to the Board, and review periodically, corporate governance principles for the company.

4.        Lead the process of periodically evaluating the performance of the Board and its members.

Duties and Responsibilities

The Committee's duties and responsibilities will be to:

1.        Recommend to the Board criteria for the selection of new directors. In carrying out this responsibility, the Committee will at least annually

(a) assess the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board and the needs of the company, and
(b) consider principles to be applied in filling vacancies and planning for Board succession. While diversity of experience and background is a factor that is taken into account in selecting nominees, Board members are elected to represent all shareholders and do not represent any particular constituency.

2.        Consider the participation and contribution of incumbent directors in determining whether to recommend their renomination to the Board.

3.        Consider and make recommendations to the Board regarding shareholder nominations for directors and other shareholder proposals that are submitted in accordance with the company's by-laws and applicable law.

4.        Direct the search for, and evaluate qualifications of, possible candidates for nomination to the Board, consulting with management and other members of the Board, as appropriate, and with such assistance and input as it may request from an executive search firm or other independent consultant. In carrying out this responsibility, the Committee shall have the sole authority to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as directors of the company, including the sole authority to approve the fees payable to such search firm and any other terms of retention.

5.        Recommend to the Board for election by it the memberships and chairs of all standing committees of the Board.

6.        Recommend to the Board (a) the company's policy on director tenure and retirement, (b) any amendment, termination or waiver of the policy, and (c) whether or not the Board should approve the withdrawal of any resignation submitted by a director in accordance with the policy.

7.        Review and recommend to the Board (a) compensation to be paid to directors of the company and (b) any stock ownership guidelines applicable to the directors of the company.

8.        Develop and recommend to the Board corporate governance principles applicable to the company; evaluate such principles at least annually and report the results of the evaluation to the Board; and recommend to the Board any changes in such principles the Committee believes appropriate.

9.        At least annually, lead the process of evaluating the performance of the Board and its members, soliciting input from all members of the Board and from management of the company, as appropriate.

10.     Review the status of directors and make recommendations to the Board to assist the Board in determining whether directors meet independence requirements.

11.     Evaluate the Committee's own performance annually and report the results of the evaluation to the Board.

12.     Review this charter annually and recommend any proposed changes to the Board.

13.     Periodically review and make recommendations to the Board regarding new director orientation.