(As amended through June 15, 2006)

I. Organization.

The Nominating/Corporate Governance Committee (the “Committee”) shall consist of three or more directors as designated by the Board of Directors. All members of the Committee shall satisfy the independence requirements as defined in the applicable listing standards of the New York Stock Exchange. Members of the Committee may be removed by the Board of Directors at any time.

Meetings of the Committee shall be called by the Chairman of the Board, the Secretary of the Corporation, a Co-Chair of the Committee, or any two Committee members. The determination of quorum for the transaction of business at any meeting shall be made in accordance with the By-Laws of the Corporation, and all matters shall be determined by a majority vote of the members present.

The Committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee.

II. Purpose of the Committee.

The purpose of the Committee shall be to assist the Board of Directors in identifying individuals qualified to serve as members of the Board, recommending Committee assignments and responsibilities of the Board, evaluating Board and management effectiveness, developing, monitoring, and recommending to the Board corporate governance principles applicable to the Corporation, and generally taking a leadership role in shaping, and advising the Board on, corporate governance and related matters.

III. Responsibilities and Duties.

In furtherance of the Committee’s purpose, and in addition to any other responsibilities that may be assigned to it from time to time by the Board, the Committee shall have the following responsibilities and duties:

Corporate Governance Guidelines

·                     Develop and recommend to the Board a set of corporate governance guidelines, which shall reflect at a minimum any requirements of applicable law or listing standards, and review such guidelines on a periodic basis and recommend changes as the Committee deems necessary or advisable.

Director Nominees

·                     Identify individuals qualified to serve as members of the Board of Directors consistent with criteria approved by the Board and the Corporate Governance Guidelines, and select, or recommend that the Board select, director nominees for annual meetings of stockholders. The Committee shall also consider any candidate recommended by the stockholders of the Corporation in light of the criteria for selection of new directors.

·                     Consider and make recommendations to the Board of Directors concerning candidates to fill positions on the Board, including as a result of the removal, resignation, or retirement of any director, an increase in the size of the Board, or otherwise.

Director Compensation

·                     Make recommendations to the Board of Directors concerning the compensation of non-employee Directors consistent with the Corporate Governance Guidelines.


·                     Advise the Board of Directors with respect to the charters, structure, and operations of the various committees of the Board and qualifications for membership thereon, including policies for removal of members.

·                     Recommend membership assignments for committees of the Board.

Conflicts of Interest

·                     Consider possible conflicts of interest of members of the Board of Directors and executive officers, including review and approval of executive officers serving on boards of directors of other companies.

Performance Evaluation

·                     Review Board procedures and practices, including the functioning and effectiveness of the Board of Directors, its Committees, and its individual members.

The Committee shall report its activities to the full Board on a regular and timely basis so that the Board is kept informed of its activities.

IV. Consultants.

The Committee may obtain advice and assistance from such internal and external advisors as it deems appropriate in connection with the discharge of its duties, including to assist it in the identification of director candidates. The Committee shall have sole authority to retain and terminate any external advisors, including sole authority to approve such advisor’s fees and other retention terms. The Corporation shall provide for appropriate funding, as determined by the Committee, for the payment of compensation to such external advisors and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

V. Performance Evaluation.

The Committee shall evaluate its performance on an annual basis.

VI. Charter Review.

The Committee shall review and reassess the adequacy of this Charter on an annual basis.