Committee Matters

Number and Names of Board Committees
The Company shall have three standing committees: Audit, Nominating and Governance, and Personnel and Compensation. The purpose and responsibilities for each of these committees is outlined in committee charters adopted by the Board. The Board has the flexibility to form a new committee or disband a current committee at any time.

Independence of Board Committees
Each of the Audit Committee, the Nominating and Governance Committee and the Personnel and Compensation Committee shall be composed entirely of Independent Directors satisfying applicable legal, regulatory and stock exchange requirements necessary for an assignment to any such committee.

Audit Committee Memberships
No director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee, and discloses this determination in the Company’s annual proxy statement.

Assignment and Rotation of Committee Members
The Nominating and Governance Committee shall be responsible for making recommendations to the Board with respect to the assignment of Board members to various committees (after taking into account the desires of the individual Board members and the suggestions of the Chief Executive Officer). After reviewing the Nominating and Governance Committee's recommendations, the Board shall be responsible for appointing the Chairman and members to the committees on an annual basis.

The Nominating and Governance Committee shall annually review the Committee assignments and shall consider the rotation of the Chair and members with a view toward balancing the benefits derived from continuity against the benefits derived from the diversity of experience and viewpoints of the various Directors.

Note: It is the sense of the Board that consideration should be given to rotating committee members periodically at about a 6-year interval, but the Board does not feel that such a rotation should be mandated as a policy as there may be reasons at a given point in time to maintain an individual Director's committee membership for a longer period or shorter period.