III.

Corporate Governance and Nominating Committee Charter

1.

General. The Corporate Governance and Nominating Committee helps the Board of Directors maximize its performance and minimize risk through proposing and overseeing corporate governance practices adopted for the Company, and by identifying potential candidates for Director consistent with criteria established by the Board. The Committee is responsible for establishing criteria for assessing independence of Directors, executive succession management, Code of Ethics design and distribution and such other governance matters as assigned by the Board of Directors from time to time, and for recommending director candidates for Board consideration.

2.

Composition of Committee. The Corporate Governance and Nominating Committee shall consist of at least three independent directors appointed by the Board of Directors and serving at the Boardís pleasure. As used herein, the term "independent director" shall be as defined by the Board of Directors in its discretion, and as set forth in the New York Stock Exchange Listed Company Manual. Committee members shall be knowledgeable regarding the Companyís ownership and governance structure, and the qualification criteria set by the Board for director candidates.

3.

Authority and Responsibilities. The Corporate Governance and Nominating Committee shall have the following authority and responsibilities as delegated by the Board of Directors:

 

3.1

To recommend criteria by which the Board of Directors can evaluate the independence of individual Directors.

3.2

To ensure the Company maintains and disseminates a Code of Ethics applicable to Directors, executive officers, finance and accounting personnel, and all Company employees.

3.3

To advise the Board of Directors with respect to corporate governance principles appropriate for the Company.

3.4

To assist the Board of Directors in clarifying roles of the Board vis-ŗ-vis committees of the Board.

3.5

To establish and maintain a process by which the Board of Directors conducts succession planning to facilitate orderly selection and transition with respect to the position of Company President and Chief Executive Officer.

3.6

To develop proposals to assist the Board of Directors in maximizing its effectiveness.

3.7

To identify potential candidates to become Board members, evaluate their qualifications pursuant to standards and criteria established by the Board, and to recommend such candidates for Board consideration;

3.8

To have sole authority to retain and dismiss any search firm used to identify potential candidates for Board member, and to approve the fees and other terms of any search firmís engagement.

3.9

To report to the entire Board of Directors at such times as the Committee shall determine, but not less than twice a year.

3.10

To perform an annual performance evaluation of the Committee and to assist the Board and other Committee develop performance evaluation processes.

4.

Procedures. The procedures to be followed by the Corporate Governance Committee are as follows:

 

4.1

To act by a majority vote of Committee members present at a meeting and a majority of the entire Committee shall constitute a quorum at any meeting.

4.2

To keep minutes of the meetings of the Corporate Governance and Nominating Committee through the use of the Secretary of the Company or, during his or her absence, such other person as may be designated by the Chairman of the Committee.

4.3

To hold regularly scheduled meetings and such special meetings as the Committee may from time to time deem necessary, and to delegate any Committee responsibilities to sub-committees of the Corporate Governance and Nominating Committee.

4.4

All contacts on behalf of the Corporate Governance and Nominating Committee, outside of the regular or special meetings, shall be conducted only by either the Chairman of the Corporate Governance and Nominating Committee or such other members of the Committee as the Board of Directors or a majority of the entire membership of the Committee may from time to time appoint for such purpose.

4.5

Subject to the required procedures above set forth, to adopt such other procedures as the Corporate Governance and Nominating Committee deems advisable from time to time as are consistent with and pursuant to the objectives and functions of the Committee hereinabove set forth.