Nominating/Corporate Governance Committee Charter


Composition And Term Of Office

The Board of Directors has created and shall designate annually three or more of its independent directors (as defined in the NYSE regulations for listed companies) to constitute members of the Committee. The Committee will appoint a chairman from among its members.

Purpose

The Committee shall identify individuals qualified to become board members, and select the director nominees for election by the shareholders at each annual meeting. The Committee shall review and implement a set of corporate governance principles and a compliance policy.

Primary Responsibilities

The Committee shall have the following primary responsibilities:

1.       The Committee shall review, at least annually, the structure of the Board to assure that the proper skills and experience are represented on the Board and that the Board includes a majority of independent directors. The Nominating Committee shall propose to the full Board, nominees for Board membership, based upon the foregoing criteria and the Committeešs collective best judgment.

2.       The Committee shall review potential conflicts of prospective and incumbent Board members.

3.       Committee shall periodically review and recommend to the full Board the size of the Board.

4.       Committee shall recommend to the Board the membership of the committees of the Board.

5.       The Committee will review outside directorships in other companies held by senior officers and directors of the company.

6.       The Committee shall review the qualifications of all director nominees, and the performance of all incumbent directors, in making the Committeešs selection for director nominees for each annual meeting.

7.       The Committee shall review and set the compensation for members of the Board of Directors for service as a director or member of any committee.

8.       The Committee shall review and oversee the implementation of a code of ethics and compliance policy for the corporation and its employees and officers.

9.       The Committee shall establish procedures for receiving complaints regarding breaches of the ethics and compliance policy both directly and on an anonymous basis.

10.    The Committee shall meet regularly outside of the presence of management to discuss corporate governance.

11.    The Committee shall evaluate the performance of the directors, the board as a whole and its committees;

12.    The Committee shall review matters relating to management succession and development.

13.    The Committee shall perform such other functions which from time to time may be assigned by the Board of Directors.

Meeting Times

The Committee shall hold meetings as necessary upon the request of the Chairman of the Committee or the request of the full Board of Directors.