(Amended and Restated as of June 10, 2004)

Purpose:  The Nominating and Governance Committee is a standing committee of the Board.  The Committee’s purpose is to assist the Board in carrying out its oversight responsibilities relating to the composition of the Board and certain corporate governance matters.  The Committee will have the authority to take all actions on behalf of the Board as the Committee or its Chairperson may from time to time determine to be consistent with its purpose, this Charter and applicable law.

Composition:  The Committee will have such number of members as the Board from time to time designates.  Based upon the recommendation of the Committee, the Board will designate the members of the Committee at least annually and in connection therewith will take such actions as it from time to time determines to be appropriate to assure that the Committee and its members comply with applicable independence requirements.  Management is hereby directed to take such steps as are necessary to assure that the Company does not take actions which would compromise the independence of any Committee member.  Committee members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

The Board will from time to time designate the Chairperson, and may designate a Co-Chairperson or Vice Chairperson, of the Committee.

Resources:  Management is directed to bring to the attention of the Committee such matters that the Committee is required by law or listing requirements to review or as the Committee or its Chairperson may from time to time designate.  Without limitation, management is responsible for providing the Committee with the information and assistance contemplated by this Charter and educational and other resources as the Committee or its Chairperson may request or may be required by law or listing requirements.  The Committee or its Chairperson may retain at the Company’s expense (in such amount as the Committee or its Chairperson determines to be appropriate) legal counsel and such other third-party advisors as it determines to be appropriate, and will have the sole authority to retain, terminate and determine the compensation of search firms, if any, retained to assist in identifying or recruiting potential Board candidates. 

Proceedings:  The Committee will periodically meet in executive session.  The Chairperson of the Committee shall, in consultation with the other members of the Committee and the appropriate officers of the Company, establish Committee meeting agendas.  Additionally, the Chairperson of the Committee or a majority of the Committee members may call a meeting of the Committee at any time and any Committee member may submit items to be included in the agenda for, and may raise subjects that are not on the agenda at, any meeting.  A majority of the Committee members will constitute a quorum for conducting business at a meeting of the Committee.  The act of a majority of the Committee members present at a meeting at which a quorum is in attendance will be the act of the Committee, unless a greater number is required by law, the Company’s certificate of incorporation, its bylaws, or this Charter.  The Committee may adopt such other procedures as it may from time to time determine to be appropriate to assist in the discharge of its responsibilities. 

Except as the Committee or its Chairperson may otherwise determine, the Secretary or another person designated for this purpose by the Committee Chairperson will prepare appropriate records of all Committee meetings and actions, copies of which when approved by the Committee or its Chairperson will be furnished to the Board, and will maintain copies of all materials furnished or presented to the Committee.  In addition, the Committee Chairperson will report the Committee’s activities to the Board in such manner and at such times, but at least annually, as the Committee Chairperson or the Board deems appropriate.

Responsibilities:  The Committee will:

·                  identify individuals qualified to become Board members, consistent with criteria approved by the Board or the Committee;

·                  review the qualifications of, and make recommendations to the Board regarding, director candidates submitted to the Company by its stockholders;

·                  recommend director candidates to the Board to be submitted to the stockholders of the Company for election at the annual meetings of stockholders and recommend director candidates to the Board to fill newly created or vacant director positions;

·                  develop and recommend to the Board corporate governance principles applicable to the Company generally, including with respect to (1) the Company’s corporate governance guidelines, (2) director qualification standards, responsibilities, access to management and independent advisors, compensation, orientation and education, (3) performance evaluations and (4) management succession, which recommendations by the Committee will include procedures for implementation of any proposed corporate governance policy;

·                  develop a code of business conduct for the Company and recommend the code to the Board for approval;

·                  annually evaluate the Committee’s performance;

·                  oversee the annual evaluation of the performance of the Board and the Company’s management against any corporate governance guidelines adopted by the Board; and

·                  review any recommended changes to the Audit Committee Charter and the Compensation and Option Committee Charter submitted to the Committee by the Audit Committee and Compensation and Option Committee, respectively, and recommend that the Board approve all changes to such charters as the Committee deems appropriate.

          CharterThe Committee will review this Charter periodically and will recommend changes to this Charter as it determines to be appropriate.  Any changes will be effective when approved by the Board.