Board Governance Committee Charter

Function and Responsibilities

Authority

Membership

Meetings

Procedures

Records

Function and Responsibilities

The Board Governance Committee (the "Committee") is charged by the Board of Directors (the "Board") with the responsibility of advising on all board governance matters including: (1) recommending the composition, role, structure and procedures of the Board; (2) establishing criteria for selecting candidates for election and reelection as directors, and identifying and presenting such qualified candidates; (3) reporting to the Board on the Committee's findings in regard to directors' independence, financial literacy and expertise; (4) recommending the appointment, composition and responsibilities of the committees of the Board; (5) reviewing and presenting for Board approval the charters of the committees of the Board; (6) reviewing from time to time director compensation and recommending any changes for the approval of the Board; (7) overseeing the periodic evaluation of the Board and management, and making recommendations to improve the functioning and effectiveness of the Board and the committees of the Board; (8) reviewing periodically the corporate governance principles and, if appropriate, recommending changes to the Board; (9) assessing the performance of the Committee at least annually; and (10) generally reporting on its work to the Board and making recommendations as appropriate.

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Authority

The Committee authority is derived from this Charter as approved by the Board. In connection with recommending qualified directors, the Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms. The Committee also has the sole authority to retain and terminate outside advisors on director compensation.

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Membership

The Committee shall consist of at least three non-management directors who the Board has affirmatively determined meet the independence requirements of the New York Stock Exchange and Securities and Exchange Commission. The Chairman of the Committee shall be one of such directors. The Committee and its Chairman shall be appointed by the Board.

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Meetings

The Committee shall meet at such times as deemed necessary by the Chairman of the Committee, the Chairman of the Board, the Chief Executive Officer or any two members of the Committee. Appropriate notice of any such meeting shall be given to all members.

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Procedures

Two members of the Committee shall constitute a quorum of the Committee. All decisions shall be made by the vote of a majority of its members present.

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Records

The Committee shall keep minutes of all business transacted at its meetings.