NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER

Purpose

The Nominating/Corporate Governance Committee ("NCG") is appointed by the Board of Directors (the "Board") to take an active leadership role in shaping and monitoring the corporate governance of the company.

Committee Membership

The NCG will consist of not less than three directors all of whom in the judgement of the Board shall meet the independence requirements of the New York Stock Exchange.

The members shall be appointed and replaced by the Board.

In addition to independence, qualification for membership should include familiarity with the regulatory framework of the company, financial literacy and business management experience.

Committee Authority and Responsibilities

  1. NCG shall develop and recommend to the Board, for its approval, Corporate Governance Principles which, at a minimum shall address:
    1. Director qualifications and standards
    2. Director responsibilities
    3. Director orientation and continuing education
    4. Limitations concerning service on other listed company Boards
    5. Director access to management and records
    6. Management succession
    7. Criteria for annual evaluation of the Board, its committees, management and the effectiveness of their functioning.
    8. "Blackout Policy" for trading in the Company's stock.
  2. When requested by the Board, the NCG shall actively seek and identify individuals qualified to become board members for recommendation to the Board.
  3. The NCG shall recommend Director nominees to the Board to stand for election at each annual meeting of shareholders.
  4. The NCG may, when appropriate, delegate authority to one or more members or to one or more subcommittees established by the NCG.
  5. The NCG shall have sole authority to retain and terminate any search firm which it may determine to use to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Committee shall have sole authority to obtain advice and assistance from internal or external legal, accounting or other advisors.
  6. The NCG shall annually recommend to the Board individuals to serve on each committee and the chair of each committee.
  7. The NCG shall meet not less than quarterly and shall review and assess this charter at least annually and recommend proposed changes to the Board for approval.
  8. The NCG shall report to the full Board at least quarterly.
  9. The NCG shall conduct a self evaluation to determine whether it is functioning effectively at least annually.
  10. Annually, the NCG shall assist the Board in its own self assessment by providing leadership for the process.
  11. The NCG will review the Board's adherence to the Corporate Governance Principles and the Company's Code of Business Conduct and Ethics.
  12. The NCG shall consider the appropriateness of continued service of Directors who experience a material change in their outside responsibilities or questions concerning their adherence to the Company's Corporate Governance Principles and the Company's Code of Business Conduct and Ethics.
  13. At least annually, the NCG shall review the management succession plan and report to the Board the results of its evaluation, including recommendations for changes to the plan.