The purpose of the Nominating and Corporate Governance Committee is to (1) identify individuals qualified to serve on the Board of Directors and to recommend that the Board of Directors select Director nominees to be considered for election at the Company's next annual meeting of shareholders or to be appointed by the Board of Directors to fill an existing or newly created vacancy on the Board of Directors, (2) identify members of the Board of Directors to serve on each board committee and to serve as chairman thereof and recommend each such member and chairman to the Board of Directors, (3) develop and revise, as appropriate, Corporate Governance Guidelines applicable to the Company and recommend such guidelines or the revision of such guidelines to the Board of Directors, (4) oversee the evaluation by the Board of Directors of itself and its committees and (5) identify individuals to serve as officers of the Company and recommend such individuals to the Board of Directors.