Corporate Governance Committee Charter

Purpose

The purpose of the Corporate Governance Committee shall be to assist the Board of Directors ("Board") (1) in identifying qualified individuals, which have been proposed by Board members, by independent search firms, by shareholders or by others, to become Board members; (2) in determining and recommending to the Board the director nominees to stand for election by the shareholders and to fill vacancies on the Board; (3) in developing and implementing the Corporate Governance Principles applicable to the Company; (4) in making recommendations to the Board with respect to non-management director compensation, (5) in its annual review of the Board's performance and in overseeing the evaluation of management; (6) in selecting director nominees for each Board committee for appointment by the Board; and (7) in selecting the nominee for Presiding Director for appointment by the Board.

Corporate Governance Committee Membership

The Corporate Governance Committee shall consist of no fewer than three members. The members of the Corporate Governance Committee shall meet the independence requirements of the New York Stock Exchange.

The members of the Corporate Governance Committee shall be appointed and replaced by the Board.

Meetings

The Corporate Governance Committee shall meet as often as it determines, but not less frequently than twice a year. A majority of the members of the Corporate Governance Committee shall be present at each meeting of the Corporate Governance Committee to establish a quorum. The Corporate Governance Committee may request any director, officer or employee of the Company or the Company's outside counsel or other consultants of the Company to attend a meeting of the Corporate Governance Committee or to meet with any members of, or consultants to, the Corporate Governance Committee. The meetings of the Corporate Governance Committee are open to all directors.

Corporate Governance Committee Authority and Responsibilities

The Corporate Governance Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm's fees and other retention terms. The Corporate Governance Committee shall also have authority, to the extent it deems necessary or appropriate, to obtain advice and assistance from internal or external legal, accounting or other advisors and to have access to such advisors without the presence of any officer of the Company. The Company shall provide for appropriate funding, as determined by the Corporate Governance Committee, for payment of compensation to any advisors employed by the Corporate Governance Committee.
The Corporate Governance Committee will provide a forum for Board members and others to submit nominees to the Board as well as facilitate the submission of director candidates by shareholders. Once the nominees have been submitted, the Corporate Governance Committee shall review the qualifications of director nominees in accordance with the minimum qualifications specified in the Corporate Governance Principles and report to the Board its recommendation in regard to such nominees to stand for election by the shareholders and to fill vacancies.
The Corporate Governance Committee shall obtain self-assessments from all directors and committee members and report annually to the Board an assessment of the Board's performance and the performance of each Board committee. In addition, the Corporate Governance Committee shall annually assess the composition and size of the Board as a whole and report its assessment to the Board.
The Corporate Governance Committee shall review and reassess the adequacy of the Corporate Governance Principles of the Company annually and recommend any proposed changes to the Board for approval.
The Corporate Governance Committee may form and delegate authority to subcommittees or to any one of its members as it deems appropriate.
The Corporate Governance Committee shall make regular reports to the Board.
The Corporate Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Corporate Governance Committee shall annually review its own performance.
The Corporate Governance Committee shall establish a procedure to allow interested parties to address their concerns to the Presiding Director, who shall review and report such concerns to the Board or other committees as the Presiding Director determines appropriate, in accordance with the procedure and criteria approved by the Board.
The Corporate Governance Committee shall review periodically the Company's policy in regard to a Shareholder Rights Plan.
The Corporate Governance Committee shall review and approve "related-party transactions" to the extent required by the Related-Party Transaction Policy of the Company and shall submit an annual report to the Board of such related-party transactions.
The Corporate Governance Committee shall review all transactions which are relevant to the determination of whether or not a Board member is independent and report to the Board in connection with the Board's obligation to make an affirmative determination in this regard. In addition, the Corporate Governance Committee shall review and approve any transactions with former officers and directors.
The Corporate Governance Committee annually shall review and recommend compensation for the Board, committee members and committee chairs.
The Corporate Governance Committee shall select and recommend to the Board annually the nominee for Presiding Director.

Corporate Governance Committee Powers

The Corporate Governance Committee shall also have the following powers:

To interview and meet with any employee of the Company without the presence of any officer of the Company.
To investigate any matter brought to its attention within the scope of its duties.
Such other powers as may be necessary to fulfill its purposes as defined in this Charter.