Nominating / Corporate Governance Committee Charter

1. To assist the Board by identifying individuals qualified to become Board members consistent with criteria approved by the Board, and to select, or recommend that the Board select, the director nominees for election at the annual meetings of stockholders or for appointment to fill vacancies;
2. To recommend to the Board nominees for each committee of the Board;
3. To develop and recommend to the Board a set of corporate governance principles for the Corporation and to advise the Board about the appropriate composition of the Board and its committees;
4. To advise the Board about and recommend to the Board appropriate corporate governance practices and to assist the Board in implementing those practices;
5. To lead the Board in its annual review of the performance of the Board and its committees; and
6. To perform such other functions as the Board may assign to the Committee from time to time.

1. The Committee shall prepare and recommend to the Board for adoption appropriate corporate governance guidelines and modifications to those guidelines from time to time.
2. The Committee shall actively seek individuals qualified to become board members, consistent with criteria approved by the Board, for recommendation to the Board.
3. The Committee shall determine whether or not each director and each prospective director of the Corporation is an independent director under the standards applicable to the committees on which such director is serving or may serve. The Committee may survey any and all of the directors and prospective directors to determine any matter or circumstance that would cause the person not to qualify as an independent director under applicable standards.
   
   The Committee shall report to the Board the existence of any such matter or circumstance.
4. Each year, the Committee shall:
   • review the advisability or need for any changes in the number and composition of the Board;
   • review the advisability or need for any changes in the number, charters or titles of committees of the Board;
   • recommend to the Board the composition of each committee of the Board and the individual director to serve as chairperson of each committee;
   • require the chairperson of each committee to report to the Board about the committee's annual evaluation of its performance and evaluation of its charter;
   • receive comments from all directors and report to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year;
   • develop, review and reassess the adequacy of the Corporation's corporate governance guidelines and recommend any proposed changes to the Board for its approval;
   • make a report to the Board on succession planning and work with the Board to evaluate potential successors to the Chairman of the Board and Chief Executive Officer; and
   • evaluate the performance of the Committee and make a report to the Board regarding the evaluation.
5. The Committee shall have authority to obtain advice and assistance from internal or external legal, accounting or other advisors, to approve the fees and expenses of such outside advisors, and to cause the Corporation to pay the fees and expenses of such outside advisors.
6. The Committee shall oversee the evaluation of the Board and management.

1. Meetings. The Committee shall meet at the call of its chairperson, two or more members of the Committee, or the Chairman of the Board and Chief Executive Officer. Meetings may, at the discretion of the Committee, include members of the Corporation's management, independent consultants, and such other persons as the Committee or its chairperson may determine. The Committee may meet in person, by telephone conference call, or in any other manner in which the Board is permitted to meet under law or the Corporation's bylaws.
2. Quorum and Approval. A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Committee may also act by unanimous written consent in lieu of a meeting.
3. Rules. The Committee may determine additional rules and procedures, including designation of a chairperson pro tempore in the absence of the chairperson, at any meeting thereof.
4. Reports. The Committee shall make regular reports to the Board, directly or through the chairperson.
5. Review of Charter. Each year the Committee shall review the need for changes in this Charter and recommend any proposed changes to the Board for approval.
6. Fees. Each member of the Committee shall be paid the fee set by the Board for his or her services as a member

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