GOVERNANCE COMMITTEE

The Governance Committee shall consist of not less than three directors, all of

whom shall be “independent” directors within the meaning of Section 6 of the Corporate

Governance Guidelines.

The authority and powers of the Governance Committee shall include, without

limitation, (a) the authority to engage an outside director search firm at the Corporation’s

expense and to approve the associated fees and other retention terms and (b) the authority

to delegate to subcommittees. The Committee, in consultation with the Chairman of the

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Board and the Chief Executive Officer, as appropriate, shall review matters pertaining to

the composition, organization, and practices of the Board and shall in that regard:

(1) Identify candidates for the Board and periodically review potential

candidates, consistent with criteria as approved by the Board;

(2) Recommend to the Board nominees for election and re-election as

directors;

(3) Review and make recommendations to the Board with respect to nominees

for director proposed by stockholders;

(4) Review qualifications and performance of the incumbent Board annually

and prior to re-election;

(5) Recommend to the Board removal of a director where appropriate;

(6) Review and recommend to the Board policies relating to the composition

and organization of the Board, including policies with respect to: the size

of the Board; the desired qualifications of directors; the types, functions,

size, and membership of Board committees; service on other boards; and

the retirement and tenure of directors;

(7) Review and recommend to the Board the processes and practices through

which the Board conducts its business, including the adequacy of the

number of meetings and the appropriateness and adequacy of information

supplied to directors prior to and during meetings;

(8) Perform an annual self-assessment of Governance Committee

performance and qualifications;

(9) Review and assess annually the adequacy of the Committee’s charter and

submit the charter to the Board for approval;

(10) Review and assess annually the adequacy of the Corporate Governance

Guidelines in accordance with requirements established by the New York

Stock Exchange and/or the U.S. Securities and Exchange Commission and

submit any recommended changes to the Board for approval; and

(11) Review other issues of corporate governance and make such

recommendations to the Board with regard thereto as the Committee may

deem appropriate.