All members of the Governance Committee, in order to assist the Board in the discharge of its responsibilities relating to (i) identifying individuals qualified to become Board members; and (ii) developing and recommending to the Board the Corporate Governance Guidelines applicable to the Company, will:

1.  Satisfy the independence requirements of the New York Stock Exchange and any other regulatory requirements, and consist exclusively of independent directors;

2.  Develop qualification criteria for Board members, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board in accordance with the Corporate Governance Guidelines;

3.  Recommend to the Board, director nominees for each annual meeting of stockholders and interim vacancies on the Board;

4.  Develop a policy with regard to the consideration of any director candidates recommended by stockholders and oversee procedures to be followed by stockholders in submitting such recommendations;

5.  Create, review and reassess, at least annually, the Corporate Governance Guidelines and the Board Governance Manual of the Company and recommend any proposed changes to the Board for approval;

6.  Review and reassess, at least annually, the size, structure and number of committees of the Board and recommend any proposed changes to the Board for approval;

7.  Review and reassess, at least annually, the charters of the committees of the Board and recommend any proposed changes to the Board for approval;

8.  Review and provide recommendations to the Board as to the committees of the Board and Directors to be appointed to said committees;

9.  Oversee the evaluation of the Board and the Company’s management.

10. Develop, recommend and have responsibility to the Board for compliance of a Code of Conduct, and consider any requests for waivers from the Company’s Code of Conduct. The Company shall make disclosure of such waivers to both the New York Stock Exchange and the Securities and Exchange Commission;

11. Serve in an advisory capacity to the Board and Chairman of the Board on matters of governance structure of the Company and the conduct of the Board;

12. Exercise the Committee’s sole authority to retain and terminate a third-party search firm to be used to identify director candidates, including the sole authority to approve the search firm’s fees and other retention terms;

13. Have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors;

14. Be appointed by the Board annually and be qualified to serve. The Board of Directors shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence requirement;

15. Call regular meetings of the Committee according to the schedule approved by the Committee for the year. The Committee shall fix its own rules of procedure. Special meetings of the Committee can be called by the Committee Chairperson, a majority of the members of the Committee or the Chairman of the Board;

16. Present, through the Committee Chairperson, periodic reports to the Board concerning the Committee’s actions related to the execution of its duties and responsibilities;

17. Attendance by nonmembers at the meetings of the Committee shall be at the sole discretion of the Committee and the Committee may invite at any time such directors, officers, employees of the Company or other parties as it determines to be beneficial to the discharge of its functions and responsibilities;

18. Form and delegate authority to subcommittees when appropriate;

19. Perform an annual performance evaluation of the Committee;

20. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for consideration and approval;

21. Perform any other activities consistent with this Charter, the Company’s By-laws, the Company’s Corporate Governance Guidelines and applicable law, as the Committee deems appropriate or as requested by the Board.