Charter of the Corporate Governance & Nominating Committee

Mission
Membership
Authorities and responsibilities

Mission
The Corporate Governance & Nominating Committee exercises general oversight with respect to the governance of the Board of Directors.

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Membership
The Corporate Governance & Nominating Committee shall be composed solely of non-management directors, each of whom shall be independent as defined in the Corporate Governance Principles of the Board.

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Authorities and responsibilities

The Corporate Governance & Nominating Committee exercises general oversight with respect to the governance of the Board of Directors. It reviews the qualifications of and recommends to the Board of Directors proposed nominees for election to the Board. It is also responsible for evaluating and recommending to the Board corporate governance practices applicable to the corporation and for leading the Board in its annual review of the Board's performance.

In furtherance of its mission, the committee:

• makes recommendations to the full Board regarding its size and composition and the tenure of directors.
   
• identifies individuals qualified to become Board members who reflect the criteria specified in the Corporate Governance Principles of the Board; recommends to the Board nominees to fill vacancies on the Board and the nominees to stand for election as directors at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders); and has sole authority to retain any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms.
   
• reviews and makes recommendations to the Board regarding Board compensation.
   
• reviews the duties and composition of committees of the Board, including a review of the criteria for composition of the Audit Committee under the rules of the New York Stock Exchange and under the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), a review of the criteria for composition of the Compensation & Management Development Committee under the rules of the New York Stock Exchange, under Section 162(m) of the Internal Revenue Code and under Section 16 of the Securities Exchange Act of 1934, and a review of the criteria for composition of the Corporate Governance & Nominating Committee under the rules of the New York Stock Exchange, and identifies and recommends to the Board directors qualified to become members of each Board committee, taking into account such listing and regulatory criteria (if applicable) as well as such other factors as the committee deems appropriate.
   
• reviews stockholder proposals and proposed responses.
   
• reviews and recommends to the Board the Corporate Governance Principles of the Board and any proposed changes to such Principles.
   
• periodically appraises Board performance and leads Board self-evaluation discussion.

The Corporate Governance & Nominating Committee will review, at least annually, the committee's charter and recommend any proposed changes to the Board for approval. The Corporate Governance & Nominating Committee shall prepare, and report to the Board the results of, an annual performance evaluation of the committee, which shall compare the performance of the committee with the requirements of this charter.

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