1. Purpose. The purpose of the Nominating and Governance Committee of the Corporation is:

2. Membership and Organization. The Committee shall consist of not fewer than two directors, each of whom must meet the independence and other criteria set forth in the Corporationís corporate governance principles. The Board shall hold the power of appointment and removal of the members of the Committee and shall also designate its Chair. The Committee may delegate any aspect of its responsibility and authority to subcommittees.

3. Goals, Responsibilities, and Authority. In addition to the matters described above, the Nominating and Governance Committee shall: