Corporate Governance Committee Charter

Purpose

The Corporate Governance Committee is appointed by the Board of Directors to (1) identify individuals qualified to become board members, consistent with criteria approved by the Board, (2) recommend to the Board director nominees for the next annual meeting of shareholders, and (3) develop and recommend to the Board a set of corporate governance principles applicable to the Company. The Corporate Governance Committee is also responsible for the evaluation of the performance of the Chief Executive Officer (CEO).

The Committee will be composed of all directors who satisfy the definition of "independent" under the listing standards of the New York Stock Exchange. The Chair will be appointed by the Committee and may be removed by the Committee in its discretion. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.

Meetings

The Committee shall meet as often as its members deem necessary to perform the Committee's responsibilities, but in no event less than two times a year.

Committee Authority and Responsibilities

The Committee will have the authority, to the extent it deems necessary or appropriate, to retain a search firm to be used to identify director candidates. The Committee shall have sole authority to retain and terminate any such search firm, including sole authority to approve the firm's fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any search firm or other advisors employed by the Committee.

The Committee will make regular reports to the Board and will propose any necessary action to the Board. The Committee will review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. The Committee will annually evaluate the Committee's own performance.

The Committee will:

In addition, the Committee will evaluate the CEO's performance. In particular, the Committee will review and approve the Company's goals and objectives relevant to CEO compensation and evaluate the CEO's performance in light of those goals and objectives. The Chair will report its findings to the Officer Nomination and Compensation Committee, which will use these findings to set CEO compensation.

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