I. PURPOSE
The Governance Committee shall assist the Board with respect to (A) Board organization, membership, and function, (B) committee structure and membership, and (C) oversight of evaluation and compensation of the Board. The Committee shall exercise a leadership role in shaping the corporate governance of the Company and shall recommend to the Board corporate governance principles applicable to the Company.

II. MEMBERSHIP
The membership of the Committee shall consist of independent directors. Each of these directors shall be independent in accordance with New York Stock Exchange ("NYSE Rules") and free from any material relationship (either directly or as a partner, shareholder or officer of an organization that has such a relationship with the Company) that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a Committee member. Prior experience with governance issues is useful to membership on this Committee.

III. MEETINGS
The Committee shall meet at least quarterly, or at such other intervals as circumstances dictate as determined by the Chair of the Committee, or a majority of the committee members. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee will report its activities and findings to the Board on a regular basis.

The Board may appoint a Chair of the Committee. The Chair will preside, when present, at all meetings of the Committee. A majority of the members will constitute a quorum for the transaction of business. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. The Committee may meet by telephone or video conference and may take action by written consent.

IV. RESPONSIBILITIES AND DUTIES
The specific duties and responsibilities of the Committee shall include:

1. Evaluate the performance of the directors on a continuing basis individually and collectively, and management of the annual Board performance self-evaluation process.

2. Make recommendations to the Board regarding the composition and responsibilities of Board committees.

3. Annually review all Board committee charters to ensure they reflect a commitment to effective governance.

4. Recommend to the Board concerning improvements in the process of governance, and changes in the Company's corporate governance principles.

5. Recommend to the Board on matters of Board policies and practices, including policies on director service and tenure, and corporate governance, together with monitoring of the implementation of such policies and practices and ongoing education of the Board.

6. Recommend to the Board on or before the date of the first regular meeting of each year the Committee's slate of directors for submission to shareholders at the Company's annual meeting.

7. Develop and recommend to the Board criteria for the selection of qualified directors, including criteria for the evaluation of nominees submitted by the shareholders.

8. Make nominations and recommendations concerning new director candidates in view of pending additions, resignations or retirements, and orientation of new directors to the Company.

9. Review and approve compensation and benefits of the non-employee Directors as recommended from time to time by the Compensation, Human Resources & Management Succession Committee.

10. Review, with the advice of legal counsel, any questions regarding the independence of outside directors, and recommend to the Board such action as required by the NYSE Rules or other applicable regulatory standards.

V. GENERAL PROVISIONS
1. In the course of fulfilling its duties, the Committee shall have the authority to access Company resources, seek advice and assistance from outside consultants, legal counsel or other advisors and to retain these advisors on such terms as the Committee, in its sole discretion, shall determine to be fair and reasonable without necessity for Board approval.

2. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates; including sole authority to approve the search firm's fees and other retention terms.

3. The Committee may establish such subcommittees as it deems appropriate.

4. Performance of an annual self-evaluation to ensure that the Committee is fulfilling its responsibilities in a manner that effectively serves the interests of the shareholders of the Company.