Governance Committee Charter

         I.            Mission Statement

The Governance Committee (the "Committee") shall assist the Board of Directors in fulfilling its responsibility by:

                                             Devising criteria for board membership,

                                             Recommending the director nominees for the annual meeting of the shareholders;

                                             Seeking out, identifying and recommending to the Board qualified individuals to serve as new board members as needed. In this regard, the Committee shall solicit and give appropriate weight to recommendations of the CEO on specific nominations;

                                             Devising criteria for annually evaluating the performance of the board of directors;

                                             Making recommendations regarding the size of the board, committee structure and assignments and frequency of regular board meetings;

                                             Discussing and making recommendations to the full board on matters related to the governance of the Company as they relate to corporate conduct, governance structure (board size and composition; board terms and limits; independence and conflicts; officer and director trading rules; shareholder proposals and similar matters as may be directed to the Committee by the Chairman of the Board);

                                             In the event that a search firm is retained to help identify new board members, the Governance Committee shall have the sole authority to select the search firm and approve the fees and other retention terms;

                                             Each member of the Committee shall work diligently to obtain an understanding of the detailed responsibilities of Committee membership (including but not limited to principles relating to directors' duties and responsibilities generally under applicable federal and state law and NYSE Listing Standards).

        II.            Organization

The Governance Committee shall be comprised of at least two directors, both of whom shall be independent as defined by NYSE Listing Standards and free from any relationship which, in the opinion of the Board, would interfere with the exercise of his or her independent, unbiased judgment as a member of the Committee. The term "independent" and "independence" shall be as defined in the New York Stock Exchange Corporate Accountability and Listing Standards.

The members of the Committee shall be appointed or removed by the Board in consultation with the Chairman of the Board. The Board shall also select or remove the Chairperson of the Committee. Appointments or removals, resignations and terminations, will occur in accordance with procedures established by the Governance Committee of the Board of Directors from time to time. The Company will adequately fund the budget of the Committee. The Committee shall meet at least two times annually, or more frequently as circumstances dictate. On an annual basis, the Committee must complete a written evaluation of its performance against its charter and goals established annually by the Committee for itself.

      III.            Duties and Responsibilities

1.       Periodically review and determine the qualifications for membership on the Board and its respective committees of the Board of Directors;

2.       Periodically review and determine the procedure for appointment and removal of committee members on the respective committees of the Board of Directors;

3.       Periodically review and determine the number, structure and operations of the respective committees of the Board of Directors;

4.       Periodically review and determine the manner in which the respective committees should report to the entire Board of Directors;

5.       Review the qualification of sitting directors prior to each annual meeting of the Company and recommend director nominees for election of such annual meeting;

6.       Identify qualified individuals to serve as directors and recommend them to the Board when necessary;

7.       Devise a process for annual written performance evaluation of the Board;

8.       Periodically review the size of the Board and frequency of its meetings and make recommendations as appropriate;

9.       Periodically review corporate governance issues, to the extent that these matters are not the responsibility of other committees, and make recommendations to the Board of Directors as appropriate.

10.    Establish stock trading criteria for directors and officers.