Charter of the Governance and Nominating

The Governance and Nominating Committee is appointed to assist the Board of Directors in promoting the best interests of the Corporation and its shareholders through the implementation of sound corporate governance principles and practices. The Committee will accomplish this by, among other things: (1) developing, recommending to the Board, and overseeing corporate governance principles for the Corporation; (2) overseeing the evaluation of the Board and management; and (3) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and recommending to the Board director nominees for the next annual meeting of shareholders.

Committee Composition.

The Committee members must meet the independence requirements of the New York Stock Exchange and any applicable standards of independence as may be prescribed by the federal securities laws. The Chairman of the Board shall recommend to the Board an individual to serve as Chair of the Committee, and those two individuals shall recommend to the Board other individuals to serve as members of the Committee. A majority of directors, other than members of the Committee, shall elect the Chair and other members of the Committee. Committee members shall serve at the pleasure of the Board and may be removed by the Board at any time and for any reason by notice in writing. Committee members may resign from the Committee at any time by notice in writing to the Board. The Committee may form and delegate authority to subcommittees of one or more Committee members when appropriate.

Duties and Responsibilities of the Committee.

The Governance and Nominating Committee shall develop and monitor the Corporationís corporate governance practices and procedures and directorsí responsibilities in conjunction with the Chairman of the Board and in consultation with senior management and outside advisors, and will make periodic reports to the full Board concerning the Corporationís governance practices, as appropriate.

The Committee shall assist the Board in the Boardís assessment of the performance of the Chief Executive Officer by providing a written assessment of the Chief Executive Officer as part of the Boardís annual evaluation. The Committee shall assist in the Boardís annual self-assessment process.

The Committee will advise the Board with respect to the size and composition of the Board, and recommend prospective directors to assist in creating a balance of knowledge, experience and capability on the Board. Consistent with criteria approved by the Board, the Committee shall recommend to the Board director candidates, including a slate of nominees for election as directors at the Corporationís annual meeting of stockholders. The Committee shall consider director candidates recommended by directors or shareholders. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and to approve the search firmís fees and other retention terms.

The Committee shall review and make recommendations to the Board regarding director compensation.

The Committee shall annually review its own performance.

The Committee shall confirm that each standing committee of the Board has a Charter in effect and that such charter is reviewed at least annually by its committee.

The Committee shall review and assess the adequacy of the Board of Director Guidelines on Significant Corporate Governance Issues and recommend any proposed changes to the Board for approval.

The Committee shall oversee the Corporationís management evaluation and succession planning process.