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Nominating and Corporate Governance Committee Charter

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PURPOSE

The purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") is to: (i) assist the Board by identifying, considering and recommending, consistent with criteria approved by the Board, qualified candidates for election as Directors, including the slate of Directors to be nominated by the Board for election at the Company's Annual Meeting of Shareholders, and recommend to the Board nominees for each Board committee; (ii) oversee the development and implementation of succession planning for the Company's Chief Executive Officer; and (iii) develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company, including taking a leadership role in shaping the corporate governance of the Company.

COMPOSITION

The Committee shall comprise three or more Directors, each of whom is, in the business judgment of the Board, "independent" under the rules of the New York Stock Exchange. Members of the Committee shall be elected and may be removed by the full Board.

OPERATIONS & PROCEDURES

Operations & Procedures.

  1. The Board shall designate one member of the Committee as its Chairman. The Committee may meet in person or telephonically or act by unanimous written consent.
  2. The Committee shall hold at least three regular meetings each calendar year with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Chairman of the Committee or the Committee.
  3. A majority of the Committee shall constitute a quorum for the transaction of business, and an act of a majority of those present at any meeting at which there is a quorum shall be an act of the Committee.
  4. The Chairman of the Committee, in consultation with Committee members, will determine the frequency and length of the meetings of the Committee. The Chairman of the Committee, in consultation with Committee members and the appropriate members of management and staff, will develop the Committee’s agenda consistent with this Charter.
  5. The Committee Secretary shall be a member of management recommended by the Chairman of the Board or, if the Chairman of the Board is not an independent Director, the Presiding Director, and approved by the Board. The Secretary shall prepare minutes of each Committee meeting, which minutes will be distributed to members of the Committee.
  6. The Chairman of the Committee shall regularly report to the Board on the Committee’s activities and any and all matters which should appropriately be brought to the Board’s attention.
  7. The Committee may form and delegate authority to subcommittees when it deems appropriate and in the best interests of the Company.

RESPONSIBILITIES

  1. The Committee shall provide advice and counsel to the Board on Board composition matters and, considering any factors that are set forth in the Company's Corporate Governance Guidelines or are deemed appropriate by the Committee or the Board, in this context:
    1. Will recommend to the Board the general criteria for selection of proposed nominees for election as Directors, consistent with the selection criteria set forth in the Corporate Governance Guidelines;
    2. Will recommend the slate of individuals who will constitute the nominees of the Board for election as Directors at each Annual Meeting of Shareholders;
    3. Will recommend to the Board individuals to fill vacancies on the Board if and when such vacancies occur and to fill vacancies relating to any newly created directorships resulting from any future increase in the number of Directors on the Board;
    4. Will on a continuing basis evaluate possible candidates (including making a specific determination as to the independence of each candidate, and taking into account the enhanced independence, financial literacy and financial expertise standards that may be required under law or the rules of the New York Stock Exchange for Audit Committee or other committee membership purposes) to serve on the Board either in connection with selecting the slate of nominees under subparagraph (b) above or in connection with filling vacancies under subparagraph (c) above;
    5. Will review with the Board on an annual basis the appropriate skills and characteristics required of Directors, as well as the composition, size and structure of the Board as a whole, and recommend proposed changes to the Board as appropriate; and
    6. Will consider recommendations for candidates or nominations by a shareholder if the shareholder submits the nomination in compliance with the advance notice, informational and other requirements set forth in the Company's By-Laws.
  2. The Committee shall have sole authority to retain and terminate any search firms used to identify Director candidates and shall have sole authority to approve the fees and other retention terms of any such firms.
  3. The Committee shall provide advice and counsel to the Board on Board compensation matters and in this context:
    1. Will recommend to the Board appropriate compensation to be paid to the Directors;
    2. Will administer the Director Deferred Stock Ownership Plan; and
    3. Will administer the Non-Employee Director Stock Ownership Guidelines.
    The Committee shall periodically review the form and amount of director compensation in consultation with such sources as the Committee deems appropriate, including by reference to third party consultant surveys of pay practices among the Company's peer group. The Committee will consider that Directors' independence may be jeopardized if Director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a Director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a Director or an organization with which the Director is affiliated. Changes in Board compensation, if any, will be made by the full Board based upon a formal recommendation of the Committee.
    The Committee shall have sole authority to retain and terminate any external advisors, and to commission any special surveys or analyses, as it deems necessary to fulfill its responsibilities and functions or to assist it in evaluating Director compensation. The Committee shall have sole authority to approve the fees and other retention terms of any such consultants. In the event that the consultant also performs work on behalf of a company for whom the Committee Chair serves as CEO, the Committee shall designate another member to review and approve the scope of the work of the consultant and invoices for work performed on behalf of the Committee.
  4. The Committee shall provide advice and counsel to the Board on Board governance matters and in this context:
    1. Will determine whether any material relationship exists between a Director and the Company or any of its subsidiaries that might affect the independent status of the Director, and will annually review compliance with the definition of independence set forth in the Company's Corporate Governance Guidelines in connection with the Committee’s recommendation of Director nominees for the Annual Meeting of Shareholders;
    2. Will, after consultation with the Chairman of the Board or, if the Chairman is not an independent Director, the Presiding Director, and after giving due consideration to the desires of individual Board members, recommend to the Board the assignment of Board members to various committees and the selection of committee chairmen;
    3. Will develop and recommend to the Board of Directors the Corporate Governance Guidelines applicable to the Company and will annually review and recommend any proposed changes therein to the Board for approval;
    4. Will develop processes for and oversee the annual self-evaluations of the Board and its committees and regularly monitor and oversee the evaluation of the Board's performance;
    5. Will evaluate with the assistance of the Committee Chair as necessary, individual Directors at such time as the Director's term is expiring and the Director is being considered by the Committee to be recommended for election by the Company's shareholders for a new term; and
    6. Will review periodically the responsibilities of each Board committee as set forth in the committee Charters and the responsibilities and procedures set forth in the Company's Corporate Governance Guidelines.
  5. In accordance with the Company's Corporate Governance Guidelines (Section 7.B), the Committee shall review with the Chief Executive Officer, on an annual basis, the Chief Executive Officer's recommendations concerning an emergency succession plan for the Chief Executive Officer in the event of the death or disability of the Chief Executive Officer, as well as succession planning in general for the Chief Executive Officer and the direct reports to the Chief Executive Officer.
  6. The Committee shall review and advise the Board with respect to any shareholder proposals received in connection with the Company's Annual Meeting of Shareholders.
  7. The Committee shall review any Director resignation offered in accordance with the Company’s resignation policy set forth in the Corporate Governance Guidelines, and evaluate and recommend to the Board whether such resignation should be accepted.
  8. The Committee shall review, with the Board, potential conflicts of interest involving Directors, including whether such Director or Directors may vote on any issue as to which there may be a conflict.
  9. The Committee shall administer the Company's Related Party Transactions Policy.
  10. The Committee shall develop and oversee procedures for Director orientation and continuing education and periodically review and update the procedures as necessary.
  11. The Committee shall be responsible for any other tasks assigned to it in the Company's Corporate Governance Guidelines and shall undertake any other responsibilities which the Board or the Committee shall determine are necessary and proper.
  12. The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
  13. The Committee shall annually review its own performance and shall present the results of the performance evaluation to the Board.

June 26, 2018

COMMITTEE MEMBERS

Chairperson Edward B. Rust, Jr.
Committee Member Marco Alverà
Committee Member William D. Green
Committee Member Charles E. Haldeman, Jr.
Committee Member Rebecca Jacoby
Committee Member Kurt L. Schmoke

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