Purpose and Duties. The purpose and duties of the Governance and Nominating Committee (the " Committee") are to:











Develop and recommend to the Board of Directors such corporate and Board governance principles as may be deemed necessary by the Committee to ensure that the Corporation effectively protects and enhances shareholder value;






Monitor the practices of the Board of Directors to ensure compliance with the Corporation's corporate governance principles;






Evaluate and review the performance of the Board of Directors as a whole in order to increase the overall effectiveness of the Board of Directors, and report the results of its evaluation to the Board of Directors annually; and






Recommend ways in which the Board of Directors could improve its performance.











Conduct continuing study of the size, structure, composition and compensation of the Board;






Seek out possible candidates to fill Board positions, and aid in attracting qualified candidates to the Board;






Recommend, prior to the solicitation of proxies, a slate of qualified candidates for election to the Board at any meeting of shareholders at which Directors are to be elected and, in case of a vacancy on the Board, a candidate to fill that vacancy. Such recommendations should consider the health, business judgment and attendance at meetings of Directors, distribution of ages and balance range of experiences, and other matters relevant to the appropriate representation of the interests of the shareholders in carrying out the Corporation’s responsibilities to the public;






Evaluate the performance of incumbent directors upon the expiration of their terms;






Consider the nomination by any shareholder of a candidate for election as a director of the Corporation, provided that the shareholder has submitted a written request and related information to the Secretary of the Corporation on behalf of the Committee at the required time prior to any meeting of shareholders at which Directors are to be elected, together with the written consent of such person to serve as a director;






Review periodically and recommend to the Board modifications, as appropriate, to the tenure policy; and






Determine from time to time other criteria for selection and retention of Board members.





Composition. The Committee shall be comprised of two or more directors as determined from time to time by resolution of the Board of Directors. Each member of the Committee must meet the independent director standards as set forth in the rules of the New York Stock Exchange. Vacancies shall be filled by election by the Board of Directors, and any member of the Committee may be removed by the Board of Directors. The Chairperson of the Governance and Nominating Committee will be designated by the Board of Directors. However, if the Board of Directors does not so designate a Chairperson, the members of the Committee may do so by majority vote.





Meetings. The Committee shall determine the number and timing of meetings necessary to carry out its purpose and duties. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. The Committee shall maintain minutes of its meetings, provide copies of such minutes and report its recommendations to the Board of Directors, and maintain any other records relating to the meetings that are deemed necessary by the Committee.





Performance Evaluation. The Committee shall evaluate its performance and produce and provide to the Board of Directors an annual report on its performance in accordance with the requirements of this charter and set forth the goals and objectives of the Committee for the upcoming year. The performance evaluation shall also recommend to the Board any improvements to the Committee’s charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board of Directors may take the form of an oral report by the Chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.





Resources and Authority. The Committee is authorized to confer with Corporation management, other employees and retain outside consultants to the extent it may deem necessary or appropriate to fulfill its duties. This includes sole authority to select and retain, approve the fees and other retention terms of, and terminate any compensation consultant engaged to assist in the evaluation of director, CEO or other executive compensation.





Delegation to Subcommittee. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee.