CORPORATE GOVERNANCE:
NOMINATING COMMITTEE CHARTER

EXHIBIT C
NOMINATING COMMITTEE CHARTER

The nominating committee of the board of directors shall consist of a minimum of three directors.  Members of the committee shall be appointed and may be removed by the board of directors.  All members of the committee shall be independent directors as defined in the Nasdaq Manual.
 
The purpose of the committee shall be to assist the board in identifying qualified individuals to become board members and in determining the composition of the board of directors and its committees.
 
In furtherance of this purpose, the committee shall have the following authority and responsibilities:

1. To lead the search for individuals qualified to become members of the board of directors and to select director nominees to be recommended to the board for its approval and to be presented for shareholder approval at the annual meeting.  The committee shall select individuals as director nominees who shall have the highest personal and professional integrity, who shall have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the board, in collectively serving the long-term interests of the shareholders.

2.  To review the board of directors' committee structure and to recommend to the board for its approval directors to serve as members of each committee.  The committee shall review and recommend committee slates annually and shall recommend additional committee members to fill vacancies as needed.

3. To review on an annual basis director compensation and benefits.

The committee shall have the authority to delegate any of its responsibilities to subcommittees as the committee may deem appropriate in its sole discretion.

The committee shall have the authority to retain any search firm engaged to assist in identifying director candidates, and to retain outside counsel and any other advisors as the committee may deem appropriate in its sole discretion.  The committee shall have sole authority to approve related fees and retention terms.

The committee shall report its actions and recommendations to the board after each committee meeting.  The committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the board for approval.