I.          Purpose


            The primary function of the Nominating and Governance Committee (Committee) is to make recommendations on Board organization, practice, and facilitate the identification and recruitment of director candidates.  The Committee also advises and recommends changes in director compensation. These Committee functions were established by Board resolution dated November 22, 2002. The Committee shall review and update this Charter periodically, at least annually, as conditions dictate.


II.          Composition


            The Committee shall comprise a minimum of three or more directors as determined by the Board, each of whom shall be independent directors as defined by the rules of the New York Stock Exchange and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.  The quorum is one-third of the entire authorized number of members, but no fewer than two persons.


            The Members of the Committee shall be elected by the Board at the annual organizational meeting of the Board and serve until their successors shall be duly elected and qualified. 


III.         Meetings


            The Committee shall meet at least two times annually, or more frequently as circumstances dictate.


IV.        Responsibilities and Duties


            To fulfill its responsibilities and duties, the Nominating and Governance Committee shall:


1.         develop and recommend to the Board of Directors the criteria for Board membership

2.         recommend the number and composition of the Board of Directors

3.         consider, recommend, and recruit candidates to fill new positions on the Board including candidates recommended by shareholders

4.         conduct the necessary and appropriate inquiries into the background and qualifications of possible candidates

5.         recommend the Director nominees for approval by the Board and the shareholders

6.         examine conflicts of interest as it involves Board members and senior executives

7.         periodically review compensation, meeting fees and compensation policies for non-employee Directors

8.         recommend members of the Board’s committees

9.         consider all matters of corporate governance and periodically review the SJI Corporate Governance Guidelines and Bylaws

10.       perform any other activities consistent with this Charter, the Corporate Bylaws and governing law and rules, as the Committee or Board deems necessary or appropriate


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