nominations/corporate committee charter

Purpose

The Nomination/Corporate Governance Committee shall (1) identify and evaluate individuals qualified to become Board members, and recommend to the Board the director nominees for the next annual meeting of shareholders; and (2) develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company.

Committee Membership and Procedure

The Nomination/Corporate Governance Committee, shall consist of no fewer than three members, each of whom shall satisfy the independence requirements of the New York Stock Exchange.

The Board shall appoint the members and Chair of the Nomination/Corporate Governance Committee annually, considering the views of the Chairman of the Board and the Chief Executive Officer as appropriate, which members shall serve until their successors are appointed and qualify. The Board shall have the power at any time to change the membership of the Nomination/Corporate Governance Committee and to fill vacancies in it, subject to such new members satisfying the independence requirements.

Except as expressly provided in this Charter, the corporate governance guidelines, or the by-laws of the Company, the Nomination Corporate Governance Committe shall fix the rules of procedure for the Committee.

MEETINGS

The Committee shall generally meet at least two (2) times per year. At least two (2) members meeting in person, telephonically or by video conferencing shall constitute a quorum; entitled to conduct business. Meetings and or business may be held, in person, telephonically, video conferencing or by unanimous written consent of all Committee members. The Committee will maintain copies of minutes of each meeting of the Committee, as well as each written consent to action taken without a meeting, reflecting the actions so authorized or taken by the Committee, in the Company’s minute book.

Committee Authority and Responsibilities

The Nomination/Corporate Governance Committee shall:

• Develop qualification criteria for Board members, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board, and develop a director succession plan. The Committee is authorized to retain and terminate any search firm to be used to identify director candidates, including the sole authority to approve the search firm’s fees and other retention terms.

• Make recommendations to the Board for director nominees for the next annual meeting of shareholders, and nominees for the Audit and Compensation committees and recommendations for appointment in the case of a vacancy.

• Review annually individual qualification of Committee members for compliance with regulatory requirements.

• To establish criteria for persons to be nominated for election to the Board and its Committees, taking into account the composition of the Board as a whole. At a minimum, the criteria should include a candidate’s qualifications as “independent” under the various standards applicable to the Board and each of its Committees as well as a candidate’s judgment, experience and achievements, both in commerce and society and his/her ability to bring a wide diversity of skills and experience to the deliberations of the Board. The balance of the business interest and experience of the incumbent or nominated Director, and the need for any required expertise on the Board of one of its Committees, shall also be considered. With respect to incumbent members of the Board, the Committee should also consider the performance of the incumbent Director. In addition, the Committee shall determine whether qualifications for membership on each Committee of the Board of Directors are met.

• Consider nominations of director candidates validly made by the stockholders in accordance with applicable Law, Rule or Regulation, including the Company’s By-Laws and standards and procedures for director nominations.

• Oversee the evaluation of the Board, individual Board member qualifications and make recommendations to the Board as appropriate.

• Develop and recommend to the Board a Code of Business Conduct and Ethics, consider any requests for waivers from the Company’s Code of Business Conduct and Ethics, and make recommendations to the Board for decision. The Board shall direct disclosure of such waiver, if granted, to both the New York Stock Exchange and the Securities and Exchange Commission.Develop and recommend to the Board Corporate Governance Guidelines for the Company. The Committee shall serve in an advisory capacity to the Board and the Chairman of the Board on matters of organizational and governance structure.

• Review and approve the Corporate Governance sections of the Proxy Statement.

• Review any potential conflict of interest or related party transactions.

• Make regular reports to the Board.

• Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nomination/Corporate Governance Committee shall annually review its own performance.

• Form or delegate authority to subcommittees when appropriate.

• Review and assess Board’s determination of Independence.

Last reviewed January 24, 2012