The Nominating and Corporate Governance Committee and Board of Directors Resolutions Establishing Such Committee

This Charter sets forth the purpose, procedures and duties of the Nominating and Corporate Governance Committee. This Committee (i) advises the Board with respect to the Board's composition, procedures and committees, (ii) recommends to the Board individuals qualified to serve as Directors of Bank and on committees of the Board; and (iii) oversees the evaluation of the Board.

This policy regarding committee charters describes (i) the process by which Bank directors create Committees and appoint members, (ii) the rules regarding how Board Committees are governed and (iii) the rules regarding the authority which may be exercised by Bank Committees.

This model policy is intended to be modified by the bank to meet its specific organization’s needs.

Materials in this policy were prepared by the Boardman & Clark LLP Banking Group.