NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
CHARTER


1. PURPOSE

The purposes of the Nominating Committee and Corporate Governance Committee are to: (a) identify and recommend to the Board qualified nominees, consistent with the criteria approved by the Board, for election at the next annual meeting of shareholders; (b) develop and recommend to the Board the Company's Corporate Governance Principles; (c) oversee the self-evaluation process of the Board and its committees; and (d) evaluate the annual performance of the CEO.

2. RESPONSIBILITIES

The Nominating and Corporate Governance Committee's responsibilities include:

3. MEMBERSHIP AND ORGANIZATION

4. MEETINGS

The Committee shall meet at least twice annually.

5. ADVISORS

The Committee shall have the sole authority, at the expense of the Company, to retain (including authority to approve fees and other retention terms) and terminate any search firms to be used to identify a director. The Committee shall also have the authority to obtain advice and assistance from internal or external legal, accounting, consulting, and other advisors as it shall deem appropriate, without management approval.

6. PERFORMANCE REVIEW

The Committee shall evaluate its performance annually.