Nominating and Corporate Governance Committee Charter

(Amended February 2004)
Approved by the Committee: February 25, 2004
Approved by Board: March 10, 2004
Re-affirmed by the Board: March 9, 2005

1. MEMBERSHIP:

The Committee shall consist of not less than three and not more than five members of the Board of Directors of the Company (the "Board"). The members of the Committee shall be appointed by the Board and shall be "independent" as required by NYSE listing standards and any other legal requirements as shall from time to time be in effect.

The Chairperson of the Committee shall be elected by a majority vote of the entire Board.

2. MEETINGS:

The Committee shall meet at such times as it determines to be necessary or appropriate, but not less than once a year, and shall report to the Board at the next meeting of the Board following each such Committee meeting.

The Committee may adopt such rules and procedures for the conduct of its affairs as it deems necessary if not inconsistent with the Companys By-Laws.

A majority of the members of the Committee shall constitute a quorum. The act of a majority of the members present at the meeting at which a quorum is present shall be the act of the Committee. If only two members constitute a quorum, the unanimous vote of the two members shall constitute the act of the Committee.

Any action required or permitted to be taken at a meeting of the Committee may be taken without a meeting if, prior or subsequent to the action, a consent or consents thereto by all members of the Committee is filed with the Secretary of the Company.

3. RESPONSIBILITIES:

3.1. Nominating:

• establish guidelines and criteria for nomination for election of directors, including the nomination of directors by shareholders. Such criteria shall include the availability of sufficient time to serve on the Companys Board and the possession of such knowledge, experience, skills, expertise, wisdom, integrity, business acumen, understanding of the Companys business environment and diversity so as to enhance the Boards ability to manage and direct the affairs and business of the Company, including, when applicable, to have the ability of committees of the Board to fulfill their duties and/or to satisfy any independence requirements imposed by law, regulation or NYSE listing standards.
• review the qualifications of and recommend to the Board nominees for election to the Board at each Annual Meeting of Shareholders and to fill vacancies on the Board.
• review timely nominations for election of directors received from shareholders, and ensure that such shareholders are advised of any final action taken by the Board with respect thereto.

3.2. Corporate Governance:

• Develop and recommend to the Board, corporate governance guidelines and monitor the Companys compliance therewith, and review such guidelines periodically, and at least annually, to assure that they are appropriate for the Company and comply with the requirements of the SEC and NYSE.
• Review shareholder proposals for inclusion in the Proxy Statement for the Annual Meeting of Shareholders and proposed responses by the Board.
• Make recommendations to the Board concerning any other aspect of the procedures of the Board that the Committee considers warranted.
• Review significant shareholder relations issues, corporate political contributions and review and approve all corporate contributions to affiliated persons or entities and all contributions in excess of $25,000 to any other person or entity. The Chairperson may represent the entire Committee for purposes of the review of such contributions.

3.2.2. Board of Directors

• The size and the composition of the Board of Directors
• The tenure and retirement age of directors
• The effectiveness of incumbent directors
• The removal of directors for cause

3.2.3. Committees of the Board of Directors:

3.2.4. Officers, CEO

• Review senior management organization and responsibilities.
• Make nominations to the Board for election of Officers.
• Assure that the Company has a senior management succession plan, with particular attention to the position of Chief Executive Officer and review it annually.
• Recommend to the Board the individual who should assume the position of Chief Executive Officer if the Chief Executive Officer becomes incapacitated due to an unforeseen event.

3.3. Other Responsibilities:

The Committee shall

• Have the oversight of the Companys positions on and policies with respect to corporate governance.
• Review and recommend to the Board for approval the Companys Code of Business Conduct and the Code of Business Ethics for the CEO and Senior Financial Officers.
• Examine any exceptional situation that might constitute an infraction of the Companys Code of Business Conduct and coordinate the prompt disclosure of any material departures from its Code of Business Conduct.
• Annually review its Charter, recommend the same for approval to the Board of Directors and undertake additional activities within the scope of its Charter as the Committee may from time to time determine.
• Have the sole authority to retain, and approve the fees and other retention terms of, director search, legal and other advisors, as it deems necessary for the fulfillment of its responsibilities.
• Have the authority to designate, and delegate duties to, such standing and ad-hoc sub-committees as it deems necessary or desirable.
• Conduct an annual assessment of the Committees performance.