Extract to table

1 — Number of Members The Committee shall consist of no fewer than three (3) members of the Board of Directors

The Board may, from time to time, increase the size of the Committee as the Board deems appropriate, provided that the Committee shall at all times maintain a minimum of three (3) voting members

All voting members of the Committee shall be "independent directors" as defined by the New York Stock Exchange ("NYSE") Listed Company Manual Section 303A and applicable rules and regulations of the U

Each voting member shall satisfy such independence requirements at the time of appointment and throughout such member's service on the Committee

In the event that a voting member ceases to meet the applicable independence requirements, such member shall promptly notify the Chairperson and the Corporate Secretary, and the Board shall take appropriate action to address the matter, which may include removal and replacement of the affected member

Non-voting advisory members shall be entitled to attend meetings, participate in discussions, and receive all materials distributed to Committee members, but shall not have the right to vote on any matter before the Committee