Corporate Governance

Nominations of candidates for director are made by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee's charter requires that all members of the Nominating and Corporate Governance Committee be independent directors.

The Nominating and Corporate Governance Committee has identified nominees for directors based on referrals from management, existing directors, advisors and representatives of the Company or other third parties. The Nominating and Corporate Governance Committee may engage the services of third parties to identify or evaluate or assist in identifying or evaluating potential nominees for director but did not do so with respect to the current nominees. As discussed below, the Nominating and Corporate Governance Committee will consider nominees proposed by qualified security holders. In connection with the Annual Meeting, the Nominating and Corporate Governance Committee did not receive any recommendation for a nominee from any stockholder or group of stockholders.

The Nominating and Corporate Governance Committee initially evaluates prospective candidates on the basis of their resumes, considered in light of the criteria discussed below. A Nominating and Corporate Governance Committee member would contact those prospective candidates that appear likely to be able to fill a significant need of the Board of Directors, to discuss the position; if the candidate showed sufficient interest, the Nominating and Corporate Governance Committee would arrange an in-person meeting with one or more Nominating and Corporate Governance Committee members. If the Nominating and Corporate Governance Committee, based on the results of these contacts, believes it has identified a viable candidate, it will consult with the Chairman of the Board and submit the nominee to the full Board of Directors for approval. Any request by management to meet with the prospective candidate would be given appropriate consideration.

Before nominating existing directors for re-election, the Nominating and Corporate Governance Committee also considers the individual's contributions to the Board of Directors, as reflected in results of the most recent peer review of individual director performance.

The Nominating and Corporate Governance Committee has adopted the following standards that the Nominating and Corporate Governance Committee believes must be met by a nominee for a position on the Board of Directors:

• Integrity -- Shows high ethical standards, integrity, strength of character and willingness to act on and be accountable for his or her decisions.
• Maturity -- Assertive, responsible, supportive, respectful and open to others.
• Judgment -- Decisions show intelligence, wisdom, thoughtfulness; willing to discuss issues thoroughly, ask questions, express reservations and voice dissent. Record of good decisions shows that duties will be discharged in good faith and in the best interests of the Company.
• Leadership -- History of skill in understanding, managing, and motivating talented managers and employees.
• Standards -- History of achievements shows high standards for self and others.
• Strategic Vision -- Strategic insight and direction in innovation, key trends, and challenging the Company to sharpen its vision.
• Time and Willingness - Ability, willingness and energy to prepare fully before meetings, attend and participate meaningfully, and be available to management between meetings, especially in light of any other commitments.
• Continuous Improvement -- Stays current on major issues, and on director's responsibilities.

The Nominating and Corporate Governance Committee has also adopted the following list of qualities and skills that the Nominating and Corporate Governance Committee believes one or more of the Company's directors should possess:

• Financial Acumen -- Understanding balance sheets, income and cash flow statements, financial ratios and other indices for evaluating Company performance; experience in financial accounting, corporate finance, trends in debt and equity markets; familiarity with internal financial controls.
• Management Experience -- Hands on understanding of corporate management trends in general and in the Company's segments.
• Knowledge Base -- Unique experience and skills in areas where the Company does business, including manufacturing, marketing and technology relevant to the Company.
• International Vision -- Experience in global markets, issues and practices.
• Diversity - Enhances the Board's perspective through diversity in gender, ethnic background, geographic origin, or professional experience (public, private, and non-profit sectors). Nomination of a candidate should not be based solely on these factors.

Security holders who, individually or as a group, have held for more than one year at least 5% of the outstanding shares of Company securities entitled to vote for directors may recommend director nominees to the Nominating and Corporate Governance Committee, provided the recommendation is received at least six months prior to the Annual Meeting, in order to assure time for meaningful consideration by the Nominating and Corporate Governance Committee. Recommendations should be sent to the Nominating and Corporate Governance Committee at the address listed for security holder communications under the caption "Communications with the Board of Directors." Nominees recommended by security holders will be evaluated using the same standards applied to nominees recommended by other processes. Security holders recommending director nominees must provide the following information in their recommending communication:

1. The number of the Company's securities held by the recommending security holder or by each member of a recommending group of security holders, and the holding period or periods for all such securities.
   
   
2. If the security holder(s) are not registered owners, proof of their security holdings in the form of either:
   A. A written statement from the "record" holder of the securities (usually a broker or bank) verifying that, at the time the security holder made the recommendation, he or she had held the required securities for at least one year; or
   B. If the security holder has filed a Schedule 13D, Schedule 13G, Form 3, Form 4, and/or Form 5, or amendments to those documents or updated forms, reflecting ownership of the securities as of or before the date of the recommendation, a copy of the schedule and/or form, and any subsequent amendments reporting a change in ownership level, as well as a written statement that the security holder continuously held the securities for the one-year period as of the date of the recommendation.
   
   
3. Written consent of the nominee and the recommending security holder(s) to being identified in public communications and filings by the Company discussing the recommendation and any action taken with respect to the recommendation.
   
   
4. Information about the recommended nominee sufficient for the Company to comply with Securities and Exchange Commission disclosure requirements if the nominee is proposed for election to the Company's Board of Directors.

Interested parties may send communications to the Nominating and Corporate Governance Committee Chairperson or the non-management directors as a group by e-mail to IndependentDirectors@blyth.com or by regular mail to:

Chairperson
Nominating and Corporate Governance Committee
Blyth, Inc.
One East Weaver Street
Greenwich, CT 06831-5118

Communications so addressed will be delivered unopened to the Chairperson of the Nominating and Corporate Governance Committee.