2003 Committee Charter : WMI

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

The Nominating and Governance Committee is appointed by the Board of Directors (i) to assist the Board in the selection and evaluation of candidates for the Board, (ii) to recommend to the Board director nominees for the next annual meeting of stockholders, and (iii) to assist the Board in the review and evaluation of the Company's corporate governance profile. The Nominating and Governance Committee shall have and may exercise all the powers of the Board with respect to the specific authority delegated to the Nominating and Governance Committee in this Charter or hereafter specifically delegated to the Nominating and Governance Committee by the Board of Directors, except as may be prohibited by law.

The Nominating and Governance Committee shall be elected by the Board of Directors and may be removed by the Board of Directors. The Nominating and Governance Committee shall consist of not less than three members of the Board of Directors. The Board of Directors shall also elect a chairman of the Nominating and Governance Committee. Each member of the Nominating and Governance Committee is intended to be an independent, non-employee director. The term "independent, non-employee" director shall mean a director of the Company who is independent of management and free from any relationship with the Company or otherwise that, in the opinion of the Board of Directors, would interfere in the exercise of independent judgment as a director, and who is not an officer, employee, agent or affiliate (except as a director) of the Company. It is presumed that no former officer or employee of the Company will qualify as an independent, non-employee director, but this presumption may be rebutted by the affirmative determination by the Board of Directors.

The Nominating and Governance Committee shall have the following authority and responsibilities:


Review the overall effectiveness of the organization of the Board of Directors and the conduct of its business.


Review and make recommendations to the Board regarding Board composition and structure, including:


Recommending any term of office for directors.


Recommending retirement policies for non-employee directors.


Recommending the desirable ratio of employee and non-employee directors.


Recommending the desired size of the Board.


Review and make recommendations to the Board regarding the nature and duties of Board committees, including:


Evaluating the charter, duties and powers of Board committees according to existing and planned Company objectives.


Recommending to the Board directors to serve as members and chairpersons of each committee.


Recommending committee slates to the Board annually and recommending additional committee members to fill vacancies as needed.


Recommending the term of office for committee members.


Recommend to the Board of Directors:


Nominees to fill vacancies as they occur on the Board. Individuals selected as nominees shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment and shall, in the opinion of the Nominating and Governance Committee, be most effective, in conjunction with the other nominees, in collectively serving the long-term interests of the stockholders.


Prior to each annual meeting of stockholders, a slate of nominees for election or reelection as directors by the stockholders at the annual meeting.


Prior to each annual meeting of stockholders, review any stockholder proposal received by the Company for inclusion in the Company's proxy statement and make a recommendation to the Board to either object, support or take no position with respect to such proposal.


Seek out possible candidates and otherwise aid in attracting highly qualified candidates as directors.


Consider candidates as directors submitted by directors, officers, employees, stockholders and others.


Be available to the Chairman of the Board, the Chief Executive Officer and other directors for consultation concerning candidates as directors.


Coordinate an annual evaluation by the directors of the Board's and its committees' performance and procedures.


Review individual director performance as issues arise, and as a part of the process for recommending director nominees to the Board.


Review and make recommendations to the Board, on an annual basis, regarding the Company's corporate governance profile.


Review, on an annual basis, non-employee director compensation and benefits.


Coordinate an annual evaluation of the Chief Executive Officer by the nonemployee directors, and provide the results of such evaluation to the Compensation Committee for the Compensation Committee's use in determining the Chief Executive Officer's compensation.


Establish a director orientation program and monitor continuing director education.


Make regular reports to the Board.
The Nominating and Governance Committee shall have the sole authority to retain special legal, accounting or other consultants, including search firms, to advise the Nominating and Governance Committee. The Nominating and Governance Committee may request any officer or employee of the Company or the Company's outside counsel to attend a meeting of the Nominating and Governance Committee or to meet with any members of, or consultants to, the Nominating and Governance Committee.

The Nominating and Governance Committee will meet as often as the members shall determine to be necessary or appropriate but at least one time during each year. Reports of meetings of the Nominating and Governance Committee shall be made to the Board of Directors at its next regularly scheduled meeting following the Nominating and Governance Committee meeting, accompanied by any recommendations to the Board of Directors approved by the Nominating and Governance Committee.