Comp&BenefitsCommittee

SHS GROUP HOLDINGS, LLC

SHS

™

COMPENSATION & BENEFITS COMMITTEE

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LEGAL NOTICE

A. PURPOSE

The purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of SHS Group Holdings, LLC (the "Company") is to:

screen and identify individuals who are qualified to become members of the Board ("Directors");

recommend that the Board select Director nominees to be presented for stockholder approval at the annual meetings of the stockholders of the Company;

recommend that the Board select Directors to fill vacancies or as otherwise required outside of the annual meetings of stockholders of the Company;

select, or recommend that the Board select, the composition of the committees of the Board;

make recommendations to the Board regarding the size and composition of the Board, and establish procedures for the nomination process for Directors and executive officers of the Company generally;

establish and administer an annual assessment process relating to the performance ohf bot

h the Board of Directors as a whole and individual Directors;

review with the Board from time to time the appropriate skills and characteristics required of Directors in the context of the current make-up of the Board, including issues of diversity, age, skills relating to the Company's businesses and professional background;

screen and identify individuals who are qualified to become executive officers of the Company and nominate those individuals for election by the Board;

develop and recommend corporate governance principles and policies applicable to the Company;

perform a leadership role in shaping the Company's corporate governance practices and provide oversight with respect to its corporate governance conduct;

develop and recommend policies regarding Director and executive officer stock ownership requirements;

maintain an informed status on Company issues related to corporate social responsibility and the Company's participation and visibility as a global corporate citizen and designate a member of the Board to work with management on these issues; and

◦perform such other functions as the Board may from time to time request.

B. MEMBERSHIP AND ORGANIZATION

◦The Committee shall consist of at least three (3) members, all of whom shall be "Independent" in accordance with New York Stock Exchange listing standards (and such other standards as the Board or the Committee may adopt from time to time).

◦Unless a chairman is appointed by the Board, the members of the Committee shall elect a chairman by majority vote of the full Committee membership. The Chairman shall be responsible for leadership of the Committee, including scheduling and presiding over meetings, preparing agendas and making regular reports to the Board.

◦The Committee shall meet at least two (2) times annually (including via teleconference or other electronic means of communication). The Committee may also act by unanimous written consent in lieu of a meeting. A majority of the entire Committee shall constitute a quorum for the taking of any action at any meeting of the Committee and a majority of those members present at a meeting, a quorum being present, shall be required to approve any action taken by the Committee. The chairman of the Committee may call a meeting of the Committee upon due notice to each other member at least one twenty-four (24) hours prior to the meeting, and any other member of the Committee may do so upon due notice to each other member at least forty-eight (48) hours prior to the meeting. The Committee shall meet at least once every six (6) months with the Chairman of the Board and those members of management as it deems appropriate.

◦Subject to paragraph 1 above, members of the Committee shall be appointed by the Board and may be removed and replaced by the Board, with or without cause, at any time.

◦The compensation of the Committee shall be as determined by the Board or a committee of the Board.

◦The Committee shall report its proceedings to the Board from time to time.

C. General Responsibilities and Authority

◦The Committee shall (a) lead the search for individuals qualified to become Directors and shall select or recommend that the Board select Director nominees to be presented for stockholder approval at the annual meetings of the stockholders of the Company and (b) lead the search for individuals qualified to become executive officers of the Company, and nominate those individuals for election by the Board. The Committee shall develop and recommend to the Board the criteria and standards used in the selection of Director and executive officer nominees and review and update such criteria and standards from time to time. The Committee shall select individuals as Director and executive officer nominees who have the highest personal and professional integrity, who shall have demonstrated exceptional ability, judgment, experience and leadership and who are deemed to be most effective (in the case of Director nominees, in conjunction with the other nominees to the Board) in collectively serving the long-term interests of the stockholders of the Company.

◦The Committee shall review the qualifications of Director nominees submitted by stockholders of the Company and take action in compliance with the Company's certificate of incorporation and bylaws, and all applicable rules and regulations of the Securities and Exchange Commission and NYSE listing standards.

◦The Committee shall administer the Company's director resignation policy, where applicable.

◦The Committee shall review the Board's committee structure and shall 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.

◦The Committee shall develop and recommend to the Board for its approval a set of corporate governance guidelines and policies for the Company. The Committee shall review these guidelines on an annual basis, or more frequently if appropriate, and recommend changes as deemed necessary.

◦The Committee shall develop and recommend to the Board for its approval an annual process for the evaluation of the Board and its committees. The Committee shall oversee the annual Board and committee evaluations, per Section D of this Charter.

◦The Committee shall have the sole authority to retain any search firm engaged to assist in identifying Director and executive officer 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 such firms' and advisor's fees and retention terms.

◦The Committee shall recommend to the Board the selection and replacement, if necessary, of the Chairman of the Board and the Chairman of the Committee.

◦The Committee shall evaluate the performance of any Director whose term is expiring and shall determine whether or not such Director should be invited to stand for re-election.

◦The Committee shall ensure that the independent members of the Board meet in executive sessions at least two times annually. The Committee shall appoint an independent Director to serve as the chairman of the executive sessions of the independent members of the Board. The chairman shall retain this position until a successor has been chosen by the Committee.

◦The Committee shall conduct and present to the Board an annual performance evaluation of the Committee.

◦The Committee shall review and assess the adequacy of this Charter on an annual basis and shall submit any proposed amendments to the Board for approval.

◦The Committee shall review and determine the philosophy underlying stock ownership requirements for Directors and executive officers.

◦The Committee may form and delegate authority to one or more subcommittees when appropriate, including to address ethical, legal or other matters which might arise from time to time.

D. Method of Evaluating Board and Committee Effectiveness.

◦The Committee shall oversee a self-evaluation process to be used by the Board and each committee of the Board to determine their effectiveness and opportunities for improvement. All of the Board and committee self-evaluations shall be performed on an annual basis.

◦The Committee shall review and assess the adequacy of the self-evaluation process on an annual basis.

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