The Nominating and Corporate Governance Committee shall consist of no fewer than three directors. Each member of the Nominating and Corporate Governance Committee shall satisfy the independence requirements of (i) the Securities Exchange Act of 1934 and the rules promulgated thereunder, (ii) the New York Stock Exchange (NYSE) and (iii) the Company’s Policy Regarding Nominations of Directors. The Board shall appoint the Chair and the other members of the Nominating and Corporate Governance Committee annually. The members of the Nominating and Corporate Governance Committee shall serve until their successors are appointed and qualify. The Board shall have the power at any time to change the membership of the Nominating and Corporate Governance Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence requirements referenced above. 
 
The Chair shall be responsible for leadership of the Nominating and Corporate Governance Committee, including overseeing the agenda, presiding over the meetings and reporting to the Board. If the Chair is not present at a meeting, the members of the Nominating and Corporate Governance Committee may designate a Chair. The Nominating and Corporate Governance Committee shall meet at least twice each year and hold such other meetings from time to time as may be called by its Chair, the Chief Executive Officer or any two members of the Committee. Meetings may also be held telephonically or actions may be taken by unanimous written consent. A majority of the members of the Nominating and Corporate Governance Committee shall constitute a quorum of the Committee. The vote of a majority of the members of the full Nominating and Corporate Governance Committee shall be the act of the Committee. Except as expressly provided in the Charter or the By-laws of the Company or as required by law, regulations or NYSE listing standards, the Nominating and Corporate Governance Committee shall fix its own rules of procedure.