Corporate Governance and Nominating
Committee Charter

Status
The Corporate Governance and Nominating Committee is a committee of the Board of Directors which makes recommendations to the Board of Directors with respect to matters of corporate governance and Board membership and functioning, as more fully described under “Responsibilities.” This charter shall not be deemed to preempt action by the Board nor to assign to the Committee any function to the exclusion of the Board, except to the extent required by New York Stock Exchange listing requirements or other applicable requirement.

Memberships and Meetings
The Corporate Governance and Nominating Committee shall consist of three or more directors appointed by the Board of Directors, all of whom in the judgment of the Board of Directors shall be “independent” in accordance with the New York Stock Exchange listing requirements.

The Committee shall meet as often as its members deem necessary to carry out the Committee’s responsibilities, shall keep minutes of its meetings, and shall otherwise report to the Board after each meeting of the Committee.

Responsibilities
The Corporate Governance and Nominating Committee is responsible for:

• Identifying individuals qualified to become Board members;

• Recommending to the Board the director nominees; and

• Developing and recommending to the Board a set of corporate governance principles applicable to the Company, and for addressing issues of corporate governance including without limitation the functioning of the Board.

In the discharge of its responsibilities, the Committee will, to the extent that it deems necessary or appropriate:

• Make recommendations to the Board concerning the appropriate size, function and needs of the Board, including establishing the criteria for Board membership including without limitation a candidate’s ability to make a contribution on the basis of experience, skill set, diversity or otherwise; Board retirement policies; and other issues germane to the functioning of the Board;

• Consider, recommend and recruit candidates to fill vacancies on the Board as well as nominees to be presented for shareholder approval at the annual meeting of shareholders, including candidates recommended by shareholders or by other interested persons. The Committee shall have the authority to retain search firms and to otherwise engage consultants to assist it in identifying and recruiting Board candidates;

• Consider questions of possible conflicts of interest of Board members, and of the Chief Executive and Chief Financial Officers;

• Monitor and recommend the functions of the various committees of the Board, and recommend members of the committees of the Board;

• Recommend as to the structure of Board meetings, including recommending matters for consideration by the Board;

• Periodically evaluate the Company’s procedures for and requirements as to shareholder communications with the Board and/or the independent Directors;

• Periodically evaluate the Company’s governance and policy processes relating to the Company’s charitable contribution policies, selected social, environmental, regulatory or political matters that impact the Company or its shareholders, and Equal Opportunity and diversity compliance and initiatives designed to attract, motivate and retain highly qualified employees;

• Periodically evaluate and recommend to the Board a set of corporate governance principles applicable to the Board as well as codes of business conduct and ethics applicable to the Company’s employees, and determine an appropriate response to any material violation of or non-compliance with any of the principles or codes;

• Review and monitor the Company’s orientation program for new directors and continuing education programs for members of the Board; and

• Conduct an annual self-evaluation.

(Last Amended: June 28, 2010)