Nominating and Governance Committee Charter

Purpose
The purpose of the Nominating and Governance Committee (“Committee”) is to identify, evaluate and recommend candidates for membership on the Board of Directors, to ensure an appropriate structure and process for management succession, and to establish and assure the effectiveness of the governance principles of the Board and the Company.

This Charter shall be reviewed for adequacy on a periodic basis by the Committee, and the Committee shall recommend any proposed changes to the Board of Directors for approval.

Membership
The Committee shall be comprised of at least three non-employee members of the Board each of whom qualifies as an “independent” director under the rules of the New York Stock Exchange, and the Committee shall meet the applicable NYSE listing standards.

Key Responsibilities
The following functions shall be the primary duties and responsibilities of the Committee. The functions are set forth as a guide and may be varied from time to time consistent with this Charter, the Company’s By-laws, and governing law, as appropriate under the circumstances. The Committee shall:

Resources
The Company shall provide the Committee with such resources, personnel and assistance as needed to fulfill its duties. The Committee may also retain independent consultants as reasonably necessary in performing its duties.

The Committee will consult with the Chief Executive Officer on all matters as may be appropriate and meet as often as necessary to properly discharge and perform its duties and responsibilities.

Any action of the Committee will be reported to the Board at the next Board meeting succeeding such action.

The Committee will conduct an annual evaluation of the Committee’s performance as compared to the requirements of this Charter and provide an annual report to the Board regarding the discharge of its responsibilities.