Nominating and Governance Committee Charter

Purpose

The Nominating and Corporate Governance Committee of the Board of Directors (the "Board") (the "Nominating and Governance Committee") shall be responsible for establishing the criteria for and reviewing the effectiveness of the Board of the Company. The Nominating and Governance Committee shall also be responsible for providing oversight with regard to the Company's programs for dealing with business ethics and other governance issues.

Organization
Responsibilities

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Committee Members

Chair Robert L. Fealy
Committee Member Ulysses Lee "Junior" Bridgeman
Committee Member Richard L. Duchossois
Committee Member R. Alex Rankin
ex officio G. Watts Humphrey Jr.