Charter of the Nominating and Corporate Governance Committee

In addition to the provisions of Section 4.16.4 of the bylaws of this corporation (the "Company"), the objectives, policies and functions of the Nominating and Organization Committee (hereinafter referred to as the "Nominating and Corporate Governance Committee") of this Board of Directors shall be as follows:

Purpose and Authority:

The purpose of the Nominating and Corporate Governance Committee (the "Committee") is to (i) identify individuals qualified to become members of the Board, (ii) select and recommend to the Board such director, (iii) develop, update as necessary and recommend to the Board corporate governance principles and policies, including the Company's Corporate Governance Guidelines, applicable to the Company, and (iv) monitor compliance with such principles and policies.

The Committee shall have the sole authority to retain and terminate any search firm that is used to identify director candidates, including the sole authority to approve fees and other retention terms. The Committee also shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this Charter or otherwise assigned to it by the Board (including in the Corporate Governance Guidelines).

As the Committee deems appropriate, it may retain independent counsel, accounting and other professionals to assist the Committee without seeking further Board approval with respect to the selection, fees or retention terms for any such advisers. The Committee when appropriate may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee or Company officers.

Composition:

Independence

The Committee shall be composed of three (3) or more directors, as determined by the Board, each of whom shall meet the independence standards required by the Board, the New York Stock Exchange or other applicable trading exchange or quotation system, and laws and regulations applicable to the Company, and the Corporate Governance Guidelines.

Appointment and Removal of Members

The members of the Committee shall be appointed by the Board on the recommendation of the Chair of the Board following the Chair's consultation with the incumbent Chair of the Committee. The Board may remove any member from the Committee at any time with or without cause.

Duties and Responsibilities:

The Committee shall have the following duties and responsibilities, in addition to any duties and responsibilities assigned to the Committee from time to time by the Board.

Director Selection

         Review, approve and recommend for Board consideration director candidates based on the Director Selection Guidelines outlined in Exhibit A to this Charter, and advise the Board with regard to nomination or election of director candidates.

         Periodically review, approve and recommend to the Board appropriate revisions to the Director Selection Guidelines outlined in Exhibit A to this Charter.

         Determine procedures for the review, approval and recommendation of director candidates, as appropriate.

Board and Board Performance

         Periodically review and recommend to Board appropriate size of the Board.

         Periodically review appropriateness of any restrictions on Board service, such as term limits and retirement policy.

         Recommend to Board standards regarding Company's definition of "independence" as such term relates to directors (taking into account, among other things, New York Stock Exchange requirements, or those of other applicable trading exchange or quotation system, and any other laws and regulations applicable to the Company).

         Establish performance criteria/expectations for directors in areas of attendance, preparedness, candor and participation.

         Develop, periodically review and recommend to Board director stock ownership guidelines and monitor compliance with such guidelines.

         Establish, coordinate and review with Chair of Board criteria and method for evaluating the effectiveness of the Board.

Board Leadership

         Develop and recommend to the Board procedures for selection of the Chair of the Board.

  • Develop and recommend to the Board procedures for Board review of, and for communicating such review to, the Chair of the Board.

Board Compensation

         Annually review director compensation practices in relation to comparable companies.

         Recommend to Board, as appropriate, revisions to director compensation practices.

         Meeting Procedures

         Develop annual meeting calendar for Board.

         Develop process for preparing agendas for, organizing and running Board meetings.

         Determine appropriate timing for distribution of Board materials to allow directors adequate time to review materials and prepare for meetings.

Board Committee Matters

         Recommend to Board, as appropriate, number, type, functions, structure and independence of committees.

         Annually recommend to Board director membership on Board committees and advise Board and/or committees with regard to selection of Chairs of committees. (The Committee should consider rotation of Chairs and committee members when making its recommendations.)

         Determine criteria and procedures for selection of committee members and Chairs, as appropriate.

         Establish and coordinate with applicable committee Chair criteria and method for evaluating the effectiveness of the committees.

         Determine procedures for selection of the Chief Executive Officer and other senior management.

         Determine procedures for Board review of, and for communicating such review to, the Chief Executive Officer and other senior management.

         Develop guidelines for and monitor compliance with long-range succession planning.

         Develop and maintain in consultation with the Chair of the Board and the Chief Executive Officer a short-term succession plan for unexpected situations affecting the Chief Executive Officer and senior management.

         Monitor procedures relating to executive development.

Director Orientation and Continuing Education

         Periodically review and revise, as appropriate, the Company's director orientation program.

         Monitor, plan and support continuing education activities of the directors.

Governance Policies

         Recommend whether certain matters of corporate governance should be decided by independent directors only.

         Develop and at least annually review and recommend to the Board appropriate revisions to the Company's Corporate Governance Guidelines pursuant to and to the extent required by regulations applicable to the Company from time to time.

         Develop and periodically review and recommend to the Board in conjunction with the Audit Committee appropriate revisions to a Code of Business Conduct and Ethics applicable to the Company's directors, officers and employees pursuant to and to the extent required by regulations applicable to the Company from time to time.

         Develop and periodically review and recommend to the Board in conjunction with the Audit Committee appropriate revisions to a code of business conduct and code of ethics applicable to the Company's senior financial officers pursuant to and to the extent required by regulations applicable to the Company from time to time.

         Monitor compliance with and the effectiveness of the Corporate Governance Guidelines and the aforementioned codes.

         Develop, review and recommend to the Board, as appropriate, other principles and policies relating to corporate governance; and monitor compliance with and the effectiveness of such principles and policies, as appropriate.

Committee Reports to Board

         Provide minutes of Committee meetings to the Board and report to the Board on any significant matters arising from the Committee's work.

Meetings:

The Committee shall establish a meeting calendar annually. The Committee may hold such other meetings as are necessary or appropriate in order for the Committee to fulfill its responsibilities. In the absence of a member designated by the Board to serve as Chair, the members of the Committee may appoint from among their number a person to preside at their meetings.

Evaluation:

The Committee shall review and reassess this Charter at least annually and, if appropriate, propose changes to the Board.

The Committee shall obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations.

EXHIBIT A

Director Selection Guidelines

The Charter of the Nominating and Corporate Governance Committee (the "Committee") of the Board requires the Committee to develop and periodically review and recommend to the Board appropriate revisions to these Director Selection Guidelines. The following guidelines have been adopted by the Board upon the recommendation of the Committee.

Director Qualifications:

When considering potential director candidates for nomination or election, directors should consider the following qualifications, among others, of each director candidate:

         High standard of personal and professional ethics, integrity and values;

         Training, experience and ability at making and overseeing policy in business, government and/or education sectors;

         Willingness and ability to keep an open mind when considering matters affecting interests of the Company and its constituents;

         Willingness and ability to devote the required time and effort to effectively fulfill the duties and responsibilities related to Board and committee membership;

         Willingness and ability to serve on the Board for multiple terms, if nominated and elected, to enable development of a deeper understanding of the Company's business affairs;

         Willingness not to engage in activities or interests that may create a conflict of interest with a director's responsibilities and duties to the Company and its constituents; and

         Willingness to act in the best interests of the Company and its constituents, and objectively assess Board, committee and management performances.

         Willingness to act a fiduciary of Company's shareholders interest

Board Composition Selection Criteria:

The Board believes that its effectiveness depends on the overall mix of the skills and characteristics of its directors. Accordingly, the following factors, among others, relating to overall Board composition should be considered when determining Board needs and evaluating director candidates to fill such needs:

         Independence;

         Diversity (e.g., age, geography, professional, other);

         Professional experience;

         Industry knowledge (e.g., relevant industry or trade association participation);

         Skills and expertise (e.g., accounting, financial, marketing, technology, international);

         Leadership qualities;

         Public company board and committee experience;

         Non-business-related activities and experience (e.g., academic, civic, public interest);

         Board continuity (including succession planning);

         Board size;

         Number and type of committees, and committee sizes; and

         Legal and New York Stock Exchange, or other applicable trading exchange or quotation system, requirements and recommendations, and other corporate governance related guidance regarding board and committee composition.

Selection Procedures:

Potential director candidates should be referred to the Chair of the Committee for consideration by the Committee and possible recommendation to the Board. The Committee shall maintain a list of director candidates to consider and propose to the Board, as required. If necessary or desirable in the opinion of the Committee, the Committee will determine appropriate means for seeking additional director candidates, including engagement of any outside consultant to assist the Committee in the identification of director candidates.

The Committee shall decide on the appropriate means for the review of individual director candidates, including current directors, and the recommendation of director candidates to the Board. In the event of a vacancy on the Board, the Chair of the Committee shall initiate the effort to identify appropriate director candidates.