Nominating and Governance Committee Charter

I. NAME

One committee of the Board of Directors shall be known as the Nominating and Governance Committee (the "Committee").

II. MEMBERSHIP

Each member of the Committee shall satisfy the independence requirements of the New York Stock Exchange ("NYSE"). The members of the Committee shall serve until their successors are appointed and qualify, and shall designate the Chairman of the Committee. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence requirements established by the NYSE.

III. PURPOSE

The primary responsibilities of this Committee are to (1) identify individuals qualified to become Board members, consistent with criteria approved by the Board, and to select, or to recommend that the Board select, the director nominees for the next annual meeting of shareholders; (2) oversee the evaluation of the Board and management; and(3) develop and recommend to the Board the corporate governance principles applicable to the company.

IV. GENERAL RESPONSIBILITIES AND AUTHORITIES

In addition to the specific delegation of duties, responsibilities, powers, and authorities set forth below,

A. The Committee must report its actions to the full Board of Directors and make recommendations appropriate to the duties and responsibilities delegated to the Committee.

B. The Committee may form and delegate authority to subcommittees as appropriate and consistent with its duties and responsibilities.

V. NOMINATIONS TO THE BOARD

A. The Committee shall develop qualification criteria for Board members, and seek, interview, and screen individuals qualified to become Board members.The Committee shall have the responsibility for recommending potential candidates or prospects to the Board for further consideration by the full Board as directors.

B. The Committee shall have the authority to retain and terminate suitable search firms to be used to identify and evaluate director candidates and shall have authority to approve the search firm's fees and other retention terms.

VI. RESPONSIBILITY FOR COMMITTEE, DIRECTOR AND MANAGEMENT EVALUATIONS

A. The Committee shall oversee the evaluation of the Board, its committees, and executive management of the company and make recommendations to the Board as appropriate.

VII. COMMITTEE ASSIGNMENTS, STRUCTURE, AND CORPORATE ORGANIZATION

A. The Committee shall annually review its own performance.

B. The Committee shall serve in an advisory capacity to the Board on matters of organizational and governance structure of the Company and the conduct of the Board, and shall periodically review the committees of the Board and review and recommend to the full Board any changes or alterations in the number or types of committees of the Board deemed necessary or appropriate.

VIII. CORPORATE GOVERNANCE GUIDELINES

A. The Committee shall develop and recommend to the Board the corporate governance principles applicable to the corporation, andshall periodically review and reassess the adequacy of the Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.