Committee on Nominations and Corporate Governance Charter

Membership and Purpose
The Committee on Nominations and Corporate Governance shall be comprised of not less than three directors. Each Committee member shall be a director who is independent of management and the Company. Committee members are appointed by the Board and the Board reviews Committee membership at least annually.

The Committee shall regularly report to the Board on the results of its activities and make recommendations on the Board's organization and practices and aids in identifying and recruiting director candidates. The Committee has authority to retain and terminate any search firm to be used to identify director candidates, including authority to approve the search firm's fees and other retention terms. The Committee recommends to the Board new candidates for election to the Board and the director nominees for the next annual meeting of shareholders. The Committee also fixes director compensation, reviews issues of corporate governance and makes recommendations to the Board on corporate governance principles. The Committee may, from time to time, adopt rules and make provisions as deemed appropriate for the conduct of meetings, considering, acting upon and recording matters within its authority and making such reports to the Board as it may deem appropriate.

Key Responsibilities
The Board has delegated to the Committee the following duties and responsibilities: