Composition of Committee
The Nominations And Qualifications Committee shall consist of two or more Independent Directors.

Authrority and Responsibilities of Committee

Director Selection
Each year prior to the filing with the SEC and distribution to the Shareholders of its proxy materials for the annual meeting of the Shareholders, the Nominations And Qualifications Committee shall evaluate and recommend to the Board a slate of Directors for election by the Shareholders at that meeting. The Nominations And Qualifications Committee shall also evaluate and recommend to the Board individual Directors to fill any vacancies in existing or new positions on the Board which may arise. The committee's recommendations will be based on its determination as to the suitability of each individual, and the slate as a whole, to serve as Directors, after taking into account the individual Board membership and overall Board composition criteria discussed earlier in these Guidelines.

Committee Member Selection
Each year immediately after the annual meeting of the Shareholders, the Nominations And Qualifications Committee shall evaluate and recommend to the Board a slate of Directors for appointment to each of the Company's other committees. The Nominations And Qualifications Committee shall also evaluate and recommend to the Board individual Directors to fill any vacancies in existing or new positions on any such committee which may arise. When recommending Directors for service on Board committees, the Nominations And Qualifications Committee shall give due consideration to the periodic rotation of committee members; provided, however, such rotation shall be within the discretion of the committee.

Determination Of Director Independence
Whenever it is necessary to make a determination as to whether a Director (1) is an Independent Director, (2) meets the Audit Committee Independence Standards (as that term is defined in the Corporate Governance Guidelines), or (3) is an Audit Committee Financial Expert (as that term is defined in the Corporate Governance Guidelines), that determination shall be made solely by the Nominations And Qualifications Committee.

The Nominations And Qualifications Committee shall have the responsibility to make an affirmative determination with respect to each Director or Director-nominee as to whether or not there is a material relationship that would preclude such Director or Director-nominee from being an Independent Director, and to disclose that determination in the Company's annual proxy statement. If the Nominations And Qualifications Committee is unable or it is impractical for such committee to make such determination, it shall be made by the Independent Directors acting in executive session.

Director Nomination Report
The Nominations And Qualifications Committee shall prepare the report relating to the Director nomination process for inclusion in the Company's proxy statement in the event such report is required under the rules of the United States Securities and Exchange Commission (the "SEC") by virtue of the Company's filing status.

CEO and Management Succession
The Nominations And Qualifications Committee shall be responsible for planning for the emergency or planned succession for the CEO and other critical members of Management, and shall report periodically to Board with respect to such plans. The full Board will work with the Nominations And Qualifications Committee to recommend and evaluate potential successors to the CEO. The CEO should at all times make available his or her recommendations and evaluations of potential CEO successors, along with a review of any development plans recommended for such individuals.

Additional Activities
The Nominations And Qualifications Committee shall perform any other activities consistent with these Guidelines, the Charter Documents, and applicable law, as the committee deems appropriate to carry out its assigned duties or as requested by the Board.

Matters Reserved To Board
The full Board reserves the authority to (1) review and approve proposals for inclusion in the Company's proxy statement or for submission otherwise to the Shareholders for their approval; and (2) address any matter concerning the removal of Directors from the Board and/or any Board committee.