A. Charter
The Charter of the Nominating and Governance Committee (the “Committee”) is to identify and present to the Board of Directors (the “Board”) qualified candidates for election to the Board, to identify and present to the Board qualified members for service (as member and/or chair) on committees of the Board, and to oversee the operation, governance, and compensation of the Board, including the adoption of written corporate governance guidelines.

The Committee shall be comprised of not less than three (3) and not more than five (5) directors, each of whom shall qualify as “independent” directors under the applicable provisions of the Securities Exchange Act of 1934 and the proposed listing standards of the New York Stock Exchange (“NYSE”) submitted to the Securities and Exchange Commission on October 8, 2003, as the same may be adopted, amended or modified from time to time, and under the standards determined by the Board set forth in the Board’s Corporate Governance Guidelines.

B. Powers and Duties
The Committee shall have the power and duty to:

1.       Review and make recommendations to the board regarding Board composition and structure, including, without limitation:

1.       recommending the term of office for directors and whether the Board should be classified according to terms;

2.       reviewing and recommending annually compensation and benefits for non-employee directors;

3.       recommending the desirable ratio of employee and non-employee directors; and

4.       reviewing the format and content of Board communications (written and oral) and Board meetings and making recommendations for improvement.

2.       Review and make recommendations to the Board regarding the nature and duties of Board committees, ensuring conformity with all applicable standards of the principal and other stock exchanges on which the Company’s shares are then listed and traded, Board requirements and criteria, and applicable law, including without limitation:

1.       monitoring the scope of Board committees, including evaluating the charter, duties and powers of Board committees according to existing and planned Company objectives and recommending changes with respect thereto;

2.       recommending the term of office for committee members and ensuring that, where applicable, the Board’s independent director standards are maintained;

3.       considering whether there should be a policy of periodic rotation of directors among the committees, and any limitations on the number of consecutive years a director should serve as a member of any one Board committee;

4.       overseeing the evaluation of Board committees.

3.       Establish criteria for membership on the Board and its committees, such as depth of experience, balance of business interest and experience, required expertise, required independence (as applicable to directors generally and to members of any committee specifically) and qualification for membership on each committee, in each case ensuring conformity with all applicable law and standards of the principal and other stock exchanges on which the Company’s shares are then listed and traded and consistent with the criteria established by the Board. Specifically, the Committee will consider whether the member/potential member is subject to a disqualifying factor as described in the Company’s Corporate Governance Guidelines the number of other boards and committees on which the member/potential member serves, whether the individual has reached the retirement age specified in the Company’s Corporate Governance Guidelines, whether the individual provides the appropriate experience and expertise in light of the other members currently serving on the Board and those whose terms are about to expire, and any other factors relating to the ability and willingness of a new member to serve, or an existing member to continue his/her service.

4.       Recommend to the Board the names of qualified persons to be nominated for election or re-election as directors (including recommending the slate of directors the Board proposes for election by shareholders at the annual meeting of the Company’s shareholders) and the membership and chairman of each Board committee; and consider suggestions for board membership submitted by shareholders in accordance with the notice provisions and procedures set forth in the Company’s Consolidated Code of Regulations.

5.       Evaluate Company policies relating to the recruitment of directors, and make recommendations to the Board, or any appropriate Board committee, regarding such matters.

6.       At each Board meeting, report on Committee activities.

7.       Engage the Company’s Chairman and Chief Executive Officer in the process of director recruitment and evaluation for nomination, and the Committee shall invite the Chairman and the Chief Executive Officer to address the Committee when the Committee meets to discuss those matters. The Committee must meet at least quarterly with the Chairman and with the Chief Executive Officer (separately, if the offices are occupied by two persons).

8.       At least annually, evaluate how well it has fulfilled its purpose during the previous year, and report its findings to the full Board. Also review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval.

9.       Recommend to the Board the performance criteria and evaluation process to be used by the Board in evaluating individual incumbent Directors, the committees and the Board functioning as a whole and oversee the evaluation of the Board, oversee such evaluations, communicate the results and, together with the Chairman, develop and implement remedial actions if appropriate.

10.   Assist the Board and the company in interpreting and applying the company's Corporate Governance Principles and other issues related to the company and employee governance and ethics.

11.   Oversee the company’s Ethics and Compliance Program, including meeting periodically with the company’s Director of Corporate Ethics and Compliance regarding any significant difficulties, disagreements with management, or scope restrictions encountered in the course of the department’s work. At least annually, evaluate the progress and effectiveness of the company’s Corporate Ethics and Compliance Program.

12.   Make recommendations regarding Director orientation and continuing education, as the Committee deems appropriate or as otherwise required by the Company’s Corporate Governance Guidelines and oversee the implementation of any director continuing education process.

13.   The Committee has the authority to select, direct and, if appropriate, terminate any search firm used to identify candidates for Board membership (or to establish other procedures to develop potential candidates for consideration), including the authority to approve the search firm’s fees and other retention terms, as well as any such other experts as it deems necessary in the performance of its duties.

14.   Make this Charter available on the Company's website.

15.   The Board may designate other responsibilities for the Committee from time to time.

(Amended 2-17-05)