The Nominating/Corporate Governance Committee (the "Committee") shall provide assistance to the Board of Directors in fulfilling its responsibilities to its various constituencies by:

A.      Identifying individuals qualified to become directors and selecting, or recommending that the Board of Directors select, the candidates for all directorships to be filled by the Board of Directors or by the shareholders;

B.      Advising the Board and the committees of the Board regarding their membership and procedures; and

C.      Developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company and otherwise taking a leadership role in shaping the corporate governance of the Company.


A.      Composition and Qualifications

The Committee shall be comprised of three or more members of the Board of Directors, each of whom is determined by the Board of Directors to be independent in accordance with the rules of the New York Stock Exchange ("Independent") in effect from time to time.

B.      Appointment and Removal

Each member of the Committee shall be appointed by the Board of Directors and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. Vacancies shall be filled in a similar manner. The members of the Committee may be removed, with or without cause, by a majority vote of Independent Directors then in office.

C.      Chairman

The members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman shall be entitled to cast a vote to resolve any ties. The Chairman will chair all regular sessions of the Committee and, in consultation with the other Committee members, set the agendas for Committee meetings. The Chairman shall insure that such agendas are circulated to the other Committee members in advance of each meeting.

D.      Delegation to Subcommittees

The Committee may form and delegate authority to subcommittees as appropriate and in accordance with applicable law, regulation, or New York Stock Exchange listing requirements, provided all members of such subcommittees are Independent.


The Committee shall meet at least three times annually, or more frequently as circumstances dictate. The Chairman of the Committee shall call meetings of the Committee. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

Additionally, the Committee may invite to its meetings any director, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any person it deems appropriate in order to carry out its responsibilities.

The Committee shall make reports to the Board of Directors after each of its meetings, or as it deems necessary, (i) with respect to such matters as are relevant to the Committee’s discharge of its responsibilities and (ii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral or written report by the Chairman or any other member of the Committee designated by the Committee to make such report. The Committee shall maintain minutes or other records of meetings and activities of the Committee.


The functions listed below shall be the principal activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. However the Committee may carry out additional functions and adopt additional policies and procedure as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors related to its purposes as outlined in this Charter.

Board and Committee Selection, Composition and Evaluation

1.       Establish criteria for the selection of new directors to serve on the Board of Directors.

2.       Identify individuals qualified to become members of the Board, whose qualifications shall be consistent with the Board’s criteria for selecting directors. Such criteria shall include such factors as the candidates’ unquestioned character and integrity, mature judgment, diversity of background and experience, demonstrated skills in his/her area of present or past professional, business, academic or non-profit responsibility, an ability to work effectively with others, sufficient time to devote to affairs of the Company and freedom from conflicts of interest. The Committee believes that a candidate who satisfies such factors will (i) advance the Board’s ability to oversee and direct the affairs and business of the Company, and (ii) enhance the decision-making ability of the Board as a whole in the best interest of the Company’s shareholders, including, when applicable, to enhance the ability of Committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or New York Stock Exchange listing requirements.

3.       Conduct reviews and investigations in respect of such individuals it wishes to recommend to the Board as a director nominee and recommend that the Board select the director nominee(s) (i) for the next annual meeting of shareholders or (ii) in the event of a vacancy on the Board, to be appointed to the Board.

4.       Review the suitability for continued service as a director of each Board member when his
or her term expires and when he or she has a significant change in status, including, but
not limited to, an employment change, and recommend whether or not the director should
be re-nominated to the Board or continue as a director.

5.       Conduct all necessary and appropriate inquiries into the background and qualifications of possible candidates.

6.       Review annually with the Board the size and composition of the Board as a whole and recommend, if necessary, measures to be taken so that the Board as a whole reflects the appropriate balance of experience, mix of skills and other qualities as described in IV (2) above and contains at least the minimum number of Independent Directors required by the New York Stock Exchange and satisfies any other legal or regulatory requirements.

7.       Recommend members of the Board of Directors to serve on the committees of the Board, giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant, and where appropriate, make recommendations regarding the removal of any member of any committee.

8.       Make recommendation on the frequency and structure of Board and committee meetings.

9.       Establish, monitor and recommend the purpose, structure and operations of the various committees of the Board of Directors, the qualifications and criteria for membership on each committee of the Board and, as circumstances dictate, make any recommendations regarding periodic rotation of directors among the committee and impose any term limitations of service on any Board committee.

10.   Make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warrante

11.   Conduct an annual review of the Chief Executive Officer’s performance and oversee an annual evaluation of senior management of the Company.

12.   On at least an annual basis, review succession planning and management development for senior management, including the Chief Executive Officer. This succession planning includes the development of policies and principles for the succession of the Chief Executive Officer, including, but not limited to, succession in the event of retirement or emergency.

13.   Receive comments from all directors as to the Board’s performance and report annually to the Board with an assessment of the Board’s performance.

14.   Develop an orientation program for new directors and continuing education programs for directors.

15.   Review and evaluate the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Committee.

16.   Review its own performance annually.

17.   Develop and recommend to the Board of Directors a set of corporate governance principles and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board of Directors in light of such developments as may be appropriate.

18.   Perform any other activities consistent with this Charter, the Company’s by-laws and governing law, as the Committee or as the Board deems appropriate.


The Committee shall have 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 or other professionals, including counsel or other experts, to assist it with other matters related to its oversight role regarding corporate governance. The Committee shall have sole authority to approve the fees payable to such search firm or professionals and any other terms of retention, such fees to be borne by the Company.