Extract to table

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

The Board may, in its discretion, appoint additional members to the Committee at any time, provided that the Committee shall at all times consist of no fewer than three (3) members

2 — Independence Each member of the Committee shall be "independent" as that term is defined under the New York Stock Exchange ("NYSE") Listed Company Manual Section 303A

Section — Chairperson The Board shall designate one independent member of the Committee as the Chairperson of the Committee (the "Chairperson")

In the event that the Chairperson is absent from or unable to participate in any meeting of the Committee, the members present at such meeting shall elect a temporary chairperson for such meeting by majority vote of the members present

Vacancies on the Committee, whether resulting from removal, resignation, death, incapacity, or increase in the number of Committee members, shall be filled by the Board