1. The Nominating and Corporate Governance Committee shall search for and screen individuals qualified to become Board members for recommendation to the Board so that the proper skills and experience are represented on the Board and consider shareholders’ recommendations for director candidates, all in accordance with the Corporate Governance Guidelines and the policies and procedures established by the Committee, including the Policy Regarding Nominations of Directors.

2. The Nominating and Corporate Governance Committee shall select a compensation consultant, outside legal counsel or other adviser advising on any director compensation related matter, only after taking into consideration certain independence factors in accordance with policies and procedures established by the Board. Further, the Nominating and Corporate Governance Committee shall evaluate whether any director compensation consultant, retained or to be retained by the Committee, has any conflict of interest in accordance with policies and procedures established by the Board.

3. The Nominating and Corporate Governance Committee shall recommend to the Board the chairmanship and membership of the committees of the Board after considering certain factors including, but not limited to, Board members’ experience, knowledge, skills, tenure on committees, time commitments (on and off the Board) and Board and committee member self-assessments.

4. The Nominating and Corporate Governance Committee shall oversee the evaluation of the performance of incumbent directors and determine whether to recommend them for re-election to the Board.
5. The Nominating and Corporate Governance Committee shall annually review the Board’s policy for director compensation and benefits and recommend any proposed changes to the Board for approval.
6. The Nominating and Corporate Governance Committee shall initiate and oversee a periodic evaluation of (i) the quality, sufficiency and timeliness of information furnished by management to the directors in connection with Board and committee meetings and other activities of the directors, (ii) the composition, organization (including its committee structure, membership and leadership) and practices of the Board, (iii) tenure and other policies related to the directors’ service on the Board, and (iv) corporate governance matters generally; and recommend action to the Board where appropriate.
7. The Nominating and Corporate Governance Committee shall monitor the orientation and training needs of directors.
8. The Nominating and Corporate Governance Committee shall establish procedures by which shareholders and other interested parties will be able to communicate in writing with members of the Board of Directors via regular mail. The Head of Investor Relations (or any successor to the duties thereof), or such other person designated by the Committee, shall assist the Committee in developing and implementing this process. The process will also provide that the Head of Investor Relations (or any successor to the duties thereof), or such other person designated by the Nominating and Corporate Governance Committee, will be appointed to administer the operations of the communications process established pursuant to this Charter. The shareholder and other interested party communication procedures approved by the Nominating and Corporate Governance Committee shall be subject to the review by and approval of the Board and may not be amended without the approval of all non-management members of the Board. The Nominating and Corporate Governance Committee shall also (i) receive a semi-annual update from management concerning material communications from shareholders and other persons received and reviewed by the Company’s Head of Investor Relations pursuant to the Company’s Policy Regarding Communications to the Board of Directors or otherwise, and (ii) discuss particular issues identified in such communications.
9. The Nominating and Corporate Governance Committee shall periodically review and reassess policies and procedures established by the Committee, including but not limited to those relating to identifying and evaluating director nominees and communicating with members of the Board and recommend any proposed changes to the Board for approval.
10. The Nominating and Corporate Governance Committee shall review periodically with the Company’s General Counsel, in light of changing conditions, new legislation and other developments, the Company’s Corporate Compliance Policy and Code of Ethics for Principal Executive and Senior Financial Officers, and make recommendations to the Board for such changes to or waivers of the Corporate Compliance Policy or Code of Ethics as the Committee shall deem appropriate. The Nominating and Corporate Governance Committee shall review whether the Company’s Corporate Compliance Policy and Corporate Compliance Guidebook have been communicated by the Company to all directors and employees of the Company with a direction that all directors and non union employees certify that they have read, understand and are not aware of any violations of the Corporate Compliance Policy or the Corporate Compliance Guidebook. The Nominating and Corporate Governance Committee shall also direct the review of any report, other than those relating to accounting matters (which shall be reviewed by the Audit and Risk Committee), received in accordance with the Company’s Corporate Compliance Policy. The Nominating and Corporate Governance Committee shall be advised by the Company’s General Counsel at least annually on the implementation and effectiveness of the Company’s Corporate Compliance Program.
11. The Nominating and Corporate Governance Committee shall review and reassess at least annually the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval.

12. The Nominating and Corporate Governance Committee shall review the Company’s positions regarding relevant public affairs issues and shall assure that the Company addresses such issues from a perspective that emphasizes the interests of its key constituents (including, as appropriate, shareholders, employees, communities and customers), recognizing the long-term interests of shareholders. In furtherance thereof, the Nominating and Corporate Governance Committee shall receive a semi-annual update from management concerning the Company’s positions on and actions relating to relevant public affairs issues and how such positions and actions may affect such key constituents.
13. The Nominating and Corporate Governance Committee shall review semi-annually with management the Company’s performance for the immediately preceding six months regarding constituent relationships (including, as appropriate, relationships with shareholders, employees, communities and customers). In furtherance thereof, the Nominating and Corporate Governance Committee shall receive a semi-annual update from (i) the Chief Executive Officer concerning his or her actions communicating with the Company’s key constituents, maintaining external relations and furthering the Company’s corporate reputation (including, external developments likely to have a significant influence on the Company’s corporate citizenship), and (ii) management identifying the Company’s largest shareholders, summarizing their activism history, if any, and describing management’s interactions with such shareholders. In addition, the Nominating and Corporate Governance Committee shall review annually a list of the not-for-profit board affiliations of Company officers.
14. The Nominating and Corporate Governance Committee shall review and make recommendations to the Board on shareholder proposals, for inclusion in the Company’s proxy materials, that relate to public affairs and/or corporate social responsibility issues.
15. The Nominating and Corporate Governance Committee shall undertake (i) the responsibilities delegated to the Committee by the Corporate Governance Guidelines and (ii) such other duties as may be delegated to it by the Board.
16. The Nominating and Corporate Governance Committee shall report its actions and any recommendations to the Board after each Committee meeting.
17. The Nominating and Corporate Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nominating and Corporate Governance Committee shall also review and recommend to the Board approval of amendments to other Board committee charters after consulting with such other committee.
18. The Nominating and Corporate Governance Committee shall annually review its own performance.
19. The Nominating and Corporate Governance Committee shall have the authority to delegate any of its responsibilities to subcommittees of the Board as the Committee may deem appropriate in its sole discretion, provided that any such subcommittee is composed entirely of independent directors and has a published committee charter.

 
Dated:  October 12, 2012