Nominating Committee Mission Statement and Charter

As Adopted January 14, 2004

The Nominating Committee serves as a standing committee of the Board of Directors to assist the Board in its oversight responsibilities. The Nominating Committee:

1. Shall be appointed by the independent members of the Board from time to time.

2. Shall consist solely of independent members of the Board who satisfy the requirements of "independence" established by applicable law and the rules of the applicable national exchange.

3. Shall review and consider, impartially and objectively, all candidates for the Board submitted in compliance with Bylaws of the Corporation, applicable law and the rules of the applicable national exchange.

4. Shall develop and propose a slate of directors for election by the Shareholders on an annual basis in accordance with applicable law, the requirements of the applicable national exchange and the Corporation's articles of incorporation and Bylaws.

5. Shall develop and recommend to the Board of Directors guidelines and criteria to determine the qualifications of directors.

6. Shall evaluate corporate policies relating to the recruitment of directors.

7. Shall be chaired by a committee member who also will serve as its secretary and maintain minutes of the meetings of the Nominating Committee.

8. May adopt such bylaws and take such other action as may be authorized by the Board.

9. May form and delegate authority to subcommittees formed in accordance with applicable law when appropriate.