The Nuclear Oversight and Environmental Committee shall consist of no fewer than three directors, the exact number to be determined from time to time by resolution of the Board. The Board shall appoint the Chair and the other members of the Nuclear Oversight and Environmental Committee annually, considering the recommendation of the Nominating and Corporate Governance Committee. The members of the Nuclear Oversight and Environmental Committee shall serve until their successors are appointed. The Board shall have the power at any time to change the membership of the Nuclear Oversight and Environmental Committee and to fill vacancies in it.  
The Chair shall be responsible for leadership of the Nuclear Oversight and Environmental 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 Nuclear Oversight and Environmental Committee may designate a Chair. The Nuclear Oversight and Environmental Committee shall meet at least four times 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 Nuclear Oversight and Environmental Committee shall constitute a quorum of the Committee. The vote of a majority of the members of the full Nuclear Oversight and Environmental Committee shall be the act of the Committee. Except as expressly provided in this Charter or the By-Laws of the Company, the Nuclear Oversight and Environmental Committee shall fix its own rules of procedure.