Charter of the Nominating and Corporate Governance Committee

I. Statement of Purpose

The purposes of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") shall be to recommend to the Board individuals qualified to serve as directors of the Company and on committees of the Board; to advise the Board with respect to the Board composition, procedures and committees; to develop and recommend to the Board a set of corporate governance principles applicable to the Company; and to oversee the evaluation of the Board and the Company's management.

II. Structure

         The Committee shall be comprised of three or more directors appointed by the Board, one of whom shall be Chairperson, each free from any association with the Company that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee and meeting the definition of "independent" contained in the Listing Standards of the New York Stock Exchange ("NYSE") and in any other applicable law, rule or regulation.

         The members of the Committee shall be elected annually to one-year terms by majority vote of the Board. A director may serve an unlimited number of terms on the Committee, including consecutive terms. Vacancies on the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy. No member of the Committee may be removed except by majority vote of the Board.

III. Meetings

         The Committee shall establish its own rules of procedure, which shall be consistent with the Company's Bylaws and this Charter. The Committee shall hold at least one meeting annually and such other meetings as may be deemed necessary by the Chairman of the Board or the Chairman of the Committee.

         The Committee may form subcommittees for any purpose it deems appropriate and delegate to such subcommittees such power and authority as the Committee deems appropriate. No subcommittee shall consist of fewer than two members and no power or authority may be delegated that must, by law, rule or regulation, be exercised by the Committee as a whole.

         At each meeting of the Board following its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.

IV. Responsibilities and Duties

Board Candidates and Nominees

The Committee shall have the following duties and responsibilities with respect to Board candidates and nominees:

         To establish procedures for evaluating the suitability of potential director nominees proposed by management or stockholders.

         To recommend to the Board the director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the Bylaws of the Company, which recommendations shall be consistent with the Board's criteria for selecting new directors. Such criteria include the possession of such knowledge, experience, skills, expertise and diversity so as to enhance the Board's ability to fulfill its duties and to satisfy any independence requirements imposed by law, regulation or NYSE listing requirement.

         To review the suitability for continued service as a director of each Board member when he or she has a significant change in status, including but not limited to an employment change.

Board Composition and Procedures

The Committee shall have the following duties and responsibilities with respect to the composition and procedures of the Board and its committees:

         To review annually with the Board the composition and size of the Board as a whole and to recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity required for the Board as a whole and meets applicable regulatory requirements.

         To make recommendations to the Board regarding the size and composition of each standing committee of the Board, including the identification of individuals qualified to serve as members of a committee, including the Committee, and to recommend individual directors to fill any vacancy that might occur on a committee, including the Committee.

         To monitor the functioning of the committees of the Board and to make recommendations for any changes, including the creation and elimination of committees.

Corporate Governance

The following shall be the duties and responsibilities of the Committee with respect to corporate governance:

         To develop and recommend to the Board a set of corporate governance principles for the Company, which shall be consistent with any applicable laws, regulations and listing standards. At a minimum, the corporate governance principles developed and recommended by the Committee shall address the following:

i. Director qualification standards. The qualification standards established by the Committee must reflect at a minimum the independence requirements of the NYSE. The Committee shall also develop policies regarding director tenure, retirement, removal and succession, and shall consider whether it is in the best interest of the Company to limit the number of corporate boards on which a director may serve.

ii. Director responsibilities.

iii. Director access to management and, as necessary and appropriate, independent advisors.

iv. Director compensation, including principles for determining the form and amount of director compensation, and for reviewing those principles, as appropriate.

v. Director orientation and continuing education.

vi. Management succession, including policies and principles for the selection and performance review of the chief executive officer, as well as policies regarding succession in the event of an emergency or the retirement of the chief executive officer.

         To review periodically, and at least annually, the corporate governance principles adopted by the Board to assure that they are appropriate for the Company, and to recommend any desirable changes to the Board.

Evaluation of the Board and Management

The Committee shall be responsible for overseeing the evaluation of the Board as a whole and its committees, to determine whether the Board and its committees are functioning effectively, and of the management of the Company, including the Chief Executive Officer. The Committee shall establish procedures to allow it to exercise this oversight function.

V. Evaluation of the Committee

The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner. The Committee shall deliver to the Board a report setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company's or the Board's policies or procedures.

VI. Investigations and Studies; Outside Advisers

The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities, and may retain, at the Company's expense, such independent counsel or other advisers as it deems necessary. The Committee shall have the sole authority to retain or 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, such fees to be borne by the Company.