Governance and Nominating Committee Charter

1.       MEMBERS

The members of the Governance and Nominating Committee (the "Committee") shall be appointed by the full Board annually. The Committee shall consist of two or more directors, each of whom shall be an "Independent Director," as defined in the Company's Governance Principles. Unless a chair is appointed by the Board, the members of the Committee shall designate a chair by majority vote.

2.       PURPOSE

The purpose of the Committee is to:

a.       Identify and recommend nominees for election and re-election to the Board and recommend candidates for appointment to committees of the Board;

b.       Review and make recommendations to the Board regarding principles of corporate governance, administer and monitor such principles, and perform a leadership role in shaping the Company's corporate governance; and

c.       Establish and administer processes to evaluate Board, committee and director effectiveness.



The Committee shall conduct its meetings in accordance with the Company's Bylaws. Except as provided in the Bylaws or the Board's Governance Principles, the Committee may fix its own rules of procedure. The Secretary of the Company shall serve as the Secretary of the Committee. The Secretary of the Committee shall prepare the minutes of each meeting of the Committee and, following approval by the Committee, shall send them to all members of the Board.


The Committee shall have the right, authority, duty and responsibility to:

Nomination of Directors; Director Qualifications

a.       Identify and recommend to the Board qualifications and criteria for nominees, subject to the terms of any preferred stock or other agreements with shareowners; which include, among other things, integrity, reputation, professional experience that adds to the experience mix of the Board as a whole, ability to exercise sound judgment and a willingness to devote the time necessary to perform the duties and responsibilities of a director;

b.       Assess the independence of directors and director nominees and monitor the Board's independence for the purpose of maintaining a supermajority of Independent Directors on the Board as required by the Governance Principles;

c.       Evaluate candidates for election to the Board and evaluate the contributions and qualifications of current directors in connection with their re-nomination;

d.       Recommend nominees for election or re-election to the Board;

e.       Evaluate and recommend candidates for appointment to the Board's committees and committee chairs, and consider periodically rotating directors among the committees;

Corporate Governance

f.        Review the Company's governance practices annually, including the Board's Governance Principles, and recommend changes as necessary, and monitor compliance with these principles;

g.       Annually evaluate the charters of the Board's standing committees and, together with the respective committees, recommend changes as necessary;

Effectiveness of the Board, Committees and Directors

h.       Oversee Board, committee and director evaluations;


i.         Approve conflict transactions as required by the Governance Principles;

j.        Delegate such authority and responsibilities of the Committee as it deems appropriate and periodically review the use of such delegations; and

k.       Perform such other duties and responsibilities as may be assigned to the Committee by the Board.



The Committee shall have the authority to retain, and determine the fees and other retention terms for, such legal, accounting, director search firm and other advisors to the Committee as it determines appropriate to assist it in the performance of its functions, without deliberation or approval by the Board or management.

6.       MEETINGS

The Committee shall meet at least two times a year, either in person or telephonically, and at such times and places as the Committee determines. The Committee shall report regularly to the Board with respect to its activities.


The Committee shall annually evaluate its effectiveness and the adequacy of its charter and report the results of its evaluation to the Board for consideration. In conducting this evaluation, the Committee may establish such processes as it deems appropriate.