Nominating & Corporate Governance Committee Charter

As Amended and Restated October 26, 2004.

1. Purpose

The Nominating and Corporate Governance Committee's general purposes are to:

1.1 Identify individuals qualified to become Board members, consistent with criteria approved by the Board;

1.2 Recommend to the Board a slate of qualified nominees for election as directors at each annual meeting of shareholders;

1.3 Identify directors to serve on the Audit Committee and other committees of the Board and recommend that the Board appoint those directors to those committees; and

1.4 Develop and recommend to the Board a set of corporate governance principles applicable to the Company.

2. Membership

2.1 The Committee will consist of not less than three members of the Board. Committee members will be designated by the full Board and will serve at the pleasure of the Board. One of the members of the Committee will be elected by the full Board to serve as its Chairman. A Committee member may be removed or replaced at any time with or without cause by a majority vote of the Board.

2.2 All members of the Committee will meet the applicable independence and experience requirements of the New York Stock Exchange, the federal securities laws and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

3. Committee Meetings

3.1 The Committee will meet from time to time, as determined by the Committee’s Chairman or at the request of the Company’s CEO or any member of the Committee, and will meet at least two times each year.

3.2 One of the members of the Committee will be elected by the full Board to serve as its Chairman. The Chairman will chair all meeting of the Committee and set the agendas for the meetings.

3.3 The Committee will keep minutes of its meetings.

3.4 A quorum of the Committee will consist of a majority of the members.

3.5 The Committee may invite to its meetings other directors, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

4. Authority

4.1 By adopting this Charter, the Board has vested in the Committee the authority to carry out the responsibilities noted in this Charter and any other duties that the Committee deems necessary to fulfill its obligations to the Board and the Company’s shareholders.

4.2 The Committee has the authority and appropriate funding to retain special legal, accounting or other consultants to advise the Committee in the performance of its duties, all on such terms as the Committee may determine to be appropriate.

4.3 The Committee has the sole authority to retain and terminate any search firm on behalf of the Company to identify director candidates, which authority includes the sole authority to approve any such search firm’s fees and other retention items.

4.4 The Committee has the authority to delegate authority and responsibilities to subcommittees provided that no subcommittee will consist of less than two members of the Committee.

5. Responsibilities and Duties

The Committee will undertake those tasks that, it its judgment, would most effectively contribute to (i) the selection of qualified nominees to serve as directors and (ii) the integrity of the Company’s code of ethics and corporate governance principles. The Committee will have the following responsibilities:

5.1 The Committee will establish standards for Board and committee members and will oversee the performance evaluation of the Board and management annually.

5.2 The Committee will consider questions of independence and possible conflicts of interest of members of the Board and executive officers.

5.3 The Committee will annually recommend a slate of nominees to the Board with respect to nominations for the Board at the annual meeting of Company’s shareholders. In recommending the slate, the Committee will consider whether existing Board members should be nominated for new terms or replaced and whether more or fewer Board members are appropriate.

5.4 The Committee will identify individuals qualified to become members of the Board and will recommend candidates to the Board to fill any existing or expected vacancy.

5.5 The Committee will assist the Board in establishing a new member orientation process which will be reviewed by the Committee annually, and the Committee will recommend to the Board such modifications as the Committee determines to be appropriate.

5.6 The Committee will develop and recommend to the Board a set of corporate governance principles and consider developments with regard to corporate governance in order to make recommendations to the Board in light of such developments as may be appropriate. The Committee will review and assess, at least annually, the relevance and efficacy of the Company’s corporate governance principles and make recommendations, as may be appropriate, to improve the principles to conform with the appropriate business standards.

5.7 The Committee will evaluate (i) the structure and operation of the committees of the Board and recommend to the Board any changes that the Committee determines to be appropriate, (ii) the size and membership of each committee and recommend to the Board any changes that the Committee determines to be appropriate, and (iii) the effectiveness of the committee reporting process to the Board.

5.8 The Committee Chairman will report regularly to the Board (i) following meetings of the Committee and (ii) with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities to the Board.

5.9 The Committee will annually review and assess the adequacy of this Charter and advise the Board of its assessment and of its recommendations for any changes to the Charter.

5.10 The Committee will annually review and make a self-assessment of its performance and will report the results of such self-assessment to the Board.