A. PURPOSE

The Governance Committee (the “Committee”) of the Board of Directors (the “Board”) has as its primary purposes and responsibilities to: 

1. Identify individuals qualified to become Board members consistent with criteria approved by the Board and recommend for selection by the Board director nominees for election at the next annual meeting of shareholders; 

2. Develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company; and 

3. Oversee the evaluation of the Board and management.

The Committee will fulfill these responsibilities by carrying out the activities enumerated in Section C of this Charter. The Committee shall have and may exercise all the powers and authority of the Board, except as may be prohibited by law, with respect to all matters encompassed by this Charter.

B. COMMITTEE COMPOSITION

The Committee shall consist of at least three members. Members of the Committee shall be appointed by the Board and may be replaced by the Board. Each member shall meet the independence requirements mandated by the listing standards of the New York Stock Exchange.

C. RESPONSIBILITIES AND DUTIES

In addition to the primary responsibilities set forth above, the Committee shall, from time to time as required or when the Committee considers it appropriate: 

1. Recommend any changes in the number of directors to comprise the Board, subject to the provisions of the Company's charter and bylaws.  

2. Develop qualification criteria for Board members (in addition to those set forth in the Company's bylaws). Criteria shall include personal and professional integrity, experience, skills, ability and willingness to devote the time and effort necessary to be an effective Board member, and commitment to acting in the best interests of the Company and its shareholders. Consideration shall be given to the need for a range among the directors of business experience, diversity, professional skills, geographic representation and other qualities the Board considers important in light of the Company's business plan. 

3. Evaluate potential nominees for election to the Board, including directors whose terms are about to expire, consistent with Board-approved criteria. 

4. Recommend to the Board persons to be nominated at each annual meeting of shareholders as well as any directors to be elected by the Board to fill vacancies or newly created directorships between annual meetings. Suggestions for potential nominees can come to the Committee from a number of sources, including incumbent directors, officers, shareholders, executive search firms and others. The extent to which the Committee dedicates time and resources to the consideration of any potential nominee brought to its attention depends on the information available to the Committee about the qualifications of the individual and his or her suitability in light of the needs of the Board, and is at the Committee's discretion. A shareholder wishing to propose a potential nominee for consideration by the Committee shall submit the individual's name and relevant information about occupation, background, experience and qualifications to the Company's Corporate Secretary. 

5. Review any shareholder proposals submitted for inclusion in the Company's proxy statement and make recommendations to the Board regarding the Company's response. 

6. Develop and make recommendations to the Board for its approval of standards and procedures for determining the independence of Board members under the requirements of the New York Stock Exchange and applicable law and regulation. 

7. Conduct a review of the independence of each Board member and provide its findings and make recommendations to the Board regarding director independence. 

8. Conduct a review of and resolve any issues with respect to related party transactions and conflicts of interests involving executive officers or directors of the Company or other "related persons" under the applicable disclosure rules of the U.S. Securities and Exchange Commission. 

9. Recommend to the Board: 

a. membership, including chairpersons, of standing Board committees; 

b. responsibilities of each standing committee as set forth in the charters of the respective committees or as the Board otherwise assigns; 

c. whether new committees should be formed and whether existing committees should be continued, redirected or abolished; and 

d. measures by which the Board can evaluate the effectiveness of the Board and its committees. The Committee shall oversee annual evaluations pursuant to these measures. 

10. Evaluate, recommend or approve candidates for officer positions at the Company, if requested by the Board or the Chairman of the Board. 

11. Periodically review and make recommendations to the Board regarding Board processes and policies, including appropriateness of Board agendas and the frequency and location of Board meetings. 

12. Review and reassess at least annually the adequacy of the Company’s Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.

13. Review and assess at least annually the adequacy of this Charter and recommend any proposed changes to the Board for approval. 

14. Review the Committee's own performance at least annually. 

15. Make regular, at least annual, reports to the Board. 

16. Review other issues of corporate governance that may arise. 

17. Perform such other duties and responsibilities as the Board may specify. 

D. COMMITTEE MEETINGS

The Committee shall meet at such times as deemed appropriate by the Committee chair, any two Committee members, the Chairman of the Board or the Chief Executive Officer.  The Committee may request any Company officer or employee or the Company's outside counsel or independent auditors to attend a meeting of the Committee or to meet with any members of, or advisors to, the Committee.

The Board shall appoint one Committee member as chair. He or she shall be responsible for preparing the agenda, presiding over the meetings, making subcommittee assignments and coordination of reporting to the Board. In the absence of the chair, a majority of the members of the Committee present at a meeting may appoint a member to preside at the meeting.

The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate.

The Committee shall have the sole authority to:  

1. retain and terminate any search firm engaged to assist in identifying director candidates, including sole authority to approve the search firm's fees and other retention terms; and

2. obtain and/or retain advice and assistance from current or independent legal, accounting or other advisors, including sole authority to approve the fees and other retention terms with respect thereto.

As adopted by the Board of Directors effective as of November 14, 2011

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