Purpose
The Committee is established by the Board of Directors to aid the Board in discharging its responsibilities relating to succession planning.

Committee Membership
The Committee shall consist of no fewer than three members. The members of the Committee shall be established by the Board and removed by the Board. A majority of the members shall constitute a quorum.

Committee Authority and Responsibilities
1. The Committee shall aid the Board in fulfilling its responsibility for succession planning and oversight of talent development for senior positions.

2. The Committee's primary focus shall be on the twenty most senior positions.

3. The Committee shall assist management in the development of and annually review the succession planning for the twenty most senior positions.

4. The Committee shall review the talent development plans for the executives occupying the twenty most senior positions.

5. The Committee shall review the talent development plans for the identified possible successors to the executives occupying the twenty most senior positions.

6. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

7. The Committee shall make regular reports to the Board.

8. The Committee may form and delegate authority to subcommittees as appropriate.

9. The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

10. The Committee shall annually review its own performance.