The purpose of the Blyth Nominating and Corporate Governance Committee of the Board of Directors is to ensure that the Board is appropriately constituted and organized to meet its fiduciary obligations to the shareholders and the Corporation. To accomplish this purpose, the Nominating and Corporate Governance Committee shall assess Director performance, Board membership needs, make and evaluate recommendations regarding potential director candidates for election to the Board of Directors, and develop and implement policies and procedures regarding corporate governance matters.

Duties and Responsibilities

Evaluate the current composition, organization and governance of the Board of Directors and its Committees, and make recommendations to the Chairman and the Board for approval.

2. Determine desired skills and attributes of the Board and Committee members. Recommend to the Board criteria for selecting Board and Committee members with those skills and attributes. Identify prospective Board members whose skills and attributes meet the criteria approved by the Board. Evaluate candidates and propose nominees for election to the Board of Directors each year at the Corporation's annual meeting of shareholders as needed. Consider shareholder nominees, if any, for election to the Board.

The Committee shall present to the Board a brief and specific biographical statement for each new candidate proposed by the Committee, setting forth information by which Board members may judge the candidate's qualifications.

3. Administer a Board performance evaluation process which shall review the performance of each of the current directors every year prior to the proxy mailing each year. If appropriate, recommend termination of membership in accordance with the Board's corporate governance principles, for cause or for other appropriate reasons.

4. Make recommendations to the Board regarding the appointment and removal of directors to Committees of the Board as well as the selection of their respective Chairpersons.

5. Evaluate, and recommend changes in, the Corporation's efforts to educate directors on the duties and responsibilities as members of the Board as well as applicable rules and regulations, including, but not limited to by-laws and corporate and securities laws and regulations and proposed changes thereto.

6. Make recommendations to the Board, whenever appropriate, regarding plans for the succession of the Chief Executive Officer and other key officers of the Corporation.

7. The Committee shall, at least once a year, evaluate and make recommendations to the Board as to the compensation of the members of the Board of Directors, and the Chairpersons of committees of the Board of Directors.

8. The Committee has 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.

9. The Committee shall develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Corporation.

10. The Committee shall oversee the evaluation of management of the Corporation subject to the final approval by the Board of Directors.

Membership and Organization

The Committee shall be comprised of no fewer than three (3) directors. The Board of Directors, upon the recommendation of the Nominating and Governance Committee, will appoint and remove committee members and designate one member of the Committee as Chairperson. All members of the Committee shall be Independent directors. An "Independent director" shall mean a director who satisfies the independence tests that are set forth in Sections 303A.02(a) and (b) of the New York Stock Exchange Corporate Governance Standards.

2. Committee members shall serve a one-year term. The Committee shall meet at least two times a year and shall report to the Board of Directors at least once a year.

Annual Review of Adequacy of Nominating and Governance Charter

The Committee shall review and reassess the adequacy of this Nominating and Governance Committee Charter on an annual basis. The Committee shall assess its performance of the duties specified in this Charter annually and report its findings to the Board of Directors.