The Governance and Nominating Committee’s role is to determine the slate of director nominees for election to the Company’s Board of Directors, to identify and recommend candidates to fill vacancies occurring between annual shareholder meetings and to review, evaluate and recommend changes to the Company's Corporate Governance Guidelines, and to review the Company's policies and programs that relate to matters of corporate responsibility, including public issues of significance to the Company and its stakeholders.

The membership of the Committee consists of at least two directors, each of whom shall meet the independence requirements established by the Board and applicable laws, regulations and listing requirements. The Board of Directors appoints the chair and members of this Committee.

The Committee meets at least once a year. Additional meetings may occur as the Committee or its Chair deems advisable. The Committee will cause to be kept adequate minutes of all its proceedings and will report its actions to the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Nominating Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of this Charter, (b) any provision of the Bylaws of the Corporation, or (c) the laws of the state of Delaware .

The Committee will have the resources and authority necessary to discharge its duties and responsibilities. The Committee has the sole authority to retain and terminate outside counsel, any search firm used to identify director candidates or other experts or consultants, as it deems appropriate, including sole authority to approve the firms' fees and other retention terms. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications. The Committee may form and delegate to subcommittees and may delegate authority to one or more designated members of the Committee.

Subject to the provisions of the Corporate Governance Guidelines, the principal responsibilities and functions of the Governance and Nominating Committee are as follows:

• Review and discuss with the Board and executive officers plans for officer development and succession planning for the CEO and other executive officers.
• Annually evaluate and report to the Board on the performance and effectiveness of the Board to facilitate the directors fulfilling their responsibilities in a manner that serves the interests of the Company's shareholders.
• Annually present to the Board a list of individuals recommended for nomination for election to the Board at the annual meeting of shareholders, and for appointment to the committees of the Board (including this Committee).
• Before recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability to serve, conflicts of interest and other relevant factors.
• Assist in identifying, interviewing and recruiting candidates for the Board.
• Annually review the composition of each committee and present recommendations for committee memberships to the Board as needed.
• Periodically review the compensation paid to non-employee directors for annual retainers (including Board and committee Chairs) and meeting fees, if any, and make recommendations to the Board for any adjustments. No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as such.
• Develop and periodically review and recommend to the Board appropriate revisions to the Company's Corporate Governance Guidelines and other corporate governance policies adopted by the Board.
• Monitor compliance with the Corporate Governance Guidelines and other corporate governance policies adopted by the Board.
• Regularly review and make recommendations about changes to the charter of the Governance and Nominating Committee.
• Regularly review and make recommendations about changes to the charters of other board committees after consultation with the respective committee chairs.
• Obtain or perform an annual evaluation of the Committee's performance and make applicable recommendations.
• Review and make recommendations regarding proposed waivers to the Corporate Governance guidelines and other corporate governance policies adopted by the Board.
• This Committee and the Board review this charter annually as appropriate.

Last Revised: March 17, 2006