PURPOSE:

The purpose of the Nominating Committee is to assist the board by identifying prospective director nominees consistent with criteria approved by the board and to recommend to the board the director nominees for the next annual meeting of shareholders.

COMMITTEE MEMBERSHIP AND ORGANIZATION:

• The Nominating Committee shall be comprised of no fewer than three (3) members.
• The members of the Nominating Committee shall meet the independence requirements of the New York Stock Exchange.
• The members of the Nominating Committee shall be appointed and replaced by the board.

COMMITTEE RESPONSIBILITIES AND AUTHORITY:

• Conduct searches and evaluate and propose nominees for election to the board based on criteria approved by the board. In performing these tasks the Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve any such search firm’s fees and other retention terms.
• Evaluate and make recommendations to the board concerning the proposal for the board slate for election.
• Consider shareholder nominees for election to the board.
• Form and delegate authority to subcommittees when appropriate.
• Make regular reports to the board.
• Review and re-examine this Charter annually and make recommendations to the board for any proposed changes.
• Annually review and evaluate its own performance.
• In performing its responsibilities, the Nominating Committee shall have the authority to obtain advice, reports or opinions from internal or external counsel and expert advisors.

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