MIME-Version: 1.0 Content-Location: file:///C:/E368AEED/chtr_typen_107605.htm.htm Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii" Nominating and Corporate Governance Committee Charter

 

Nominating and Corporate Governance Committee Charter =

 

Statement of Purpose

 

The Nominating and Corporate Governance Committee (the "Committee") shall provide assistance to the Board of Directors o= f TierOne Corporation (the "Company") in fulf= illing its responsibilities by:

 

Identifying individuals qualified to become directors = and recommending to the Board of Directors candidates for all directorships to = be filled by the Board of Directors or by the shareholders of the Company; and=

Identifying directors qualified to serve on the commit= tees established by the Board of Directors and recommending to the Board of Directors members for each committee to be filled by the Board of Directors= .

Committee Membership and Qualifications

 

The Committee must consist of two (2) or more members = of the Board of Directors, each of whom shall meet the independence requirements of The Nasdaq Stock Mar= ket, Inc. ("Nasdaq").

 

Appointment and Removal of Committee Members

 

The members of the Committee shall be appointed by the= Board of Directors annually or as necessary to fill vacancies, on the recommendat= ion of the Committee and in consultation with the Chairman of the Board of Directors. Each member shall serve until his or her successor is duly elect= ed and qualified or until such member's earlier death, resignation or removal.= The Board of Directors may remove any member of the Committee, with or without cause, by a majority vote of the Board of Directors.

 

Chairperson

 

The Chairperson of the Committee shall be appointed by= the Board of Directors upon recommendation of the Committee and in consultation with the Chairman of the Board of Directors. The Chairperson will chair all regular sessions of the Committee and, in consultation with the Chairman of= the Board of Directors, set the agendas for Committee meetings.

 

Meetings

 

The Committee shall meet as frequently as circumstances dictate. Any member of the Committee may call meetings of the Committee. All meetings of, and actions taken by, the Committee shall be held and taken pursuant to and in accordance with the Company's Bylaws.

 

The Committee shall meet periodically in executive ses= sion, without Company management present. The Committee may invite to its meetings any officer, employee or director of the Company and such other persons as = it deems appropriate in order to carry out its responsibilities.

 

Responsibilities and Duties

 

In furtherance of its purpose, the Committee shall hav= e the following responsibilities and duties:

 

Recommendations Relating to the Selection of Director Candidates to Serve on the Board of Directors

 

The Committee shall recommend to the Board of Directors specific, minimum qualifications and criteria for the selection of potential directors, taking into account all factors it considers appropriate, which = may include strength of character, mature judgment, career specialization, rele= vant technical skills or financial acumen, diversity of viewpoint and industry knowledge. The Committee shall also recommend to the Board of Directors a l= ist for approval by the Board of Directors of those specific qualities or skills that the Committee believes are necessary for one or more of the Company's directors to possess.

The Committee shall identify individuals believed to be qualified as candidates to serve on the Board of Directors and recommend to= the Board of Directors candidates for all directorships to be filled by the Boa= rd of Directors or by the shareholders at an annual or special meeting. In identifying candidates for membership on the Board of Directors, the Commit= tee shall take into account the criteria for selection recommended by the Commi= ttee and approved by the Board of Directors, and the extent to which the candida= te would fill a present need on the Board of Directors. In fulfilling its responsibilities as outlined above, the Committee shall consult from time to time, as appropriate, with the Chairman of the Board of Directors.

The Committee shall develop a policy and procedures regarding the consideration of director candidates recommended by sharehold= ers and shall review any such candidate recommended by shareholders for electio= n to the Board of Directors.

The Committee shall review the qualifications and effectiveness of existing Board members on an annual basis and make recommendations to the full Board of Directors whether they should stand fo= r re-election. The Committee shall recommend to the Board the removal of a director when appropriate.

The Committee shall consider and make recommendations = to the Board of Directors on matters relating to the retirement of Board members. =

The Committee shall conduct all necessary and appropri= ate inquiries into the backgrounds and qualifications of possible candidates. <= o:p>

The Committee shall review and make recommendations to= the Board of Directors, as the Committee deems appropriate, regarding the composition and size of the Board of Directors in order to ensure the Board= has the requisite expertise and its membership consists of persons with sufficiently diverse backgrounds. In fulfilling this responsibility, the Committee shall, as appropriate, consult with the Chairman of the Board of Directors.

The Committee shall periodically review the orientation process and continuing education programs for directors.

Committee Selection and Composition

 

The Committee shall recommend to the Board of Directors members of the Board of Directors to serve on the committees of the Board, giving consideration to the criteria for service on each committee as set f= orth in the charter for such committee, as well as to any other factors the Committee deems relevant, and, where appropriate, make recommendations regarding the removal of any member of any committee. In fulfilling this responsibility, the Committee shall, as appropriate, consult with the Chair= man of the Board of Directors.

The Committee shall recommend to the Board of Directors members of the Board of Directors to serve as the Chairperson of the commit= tees of the Board of Directors. In fulfilling this responsibility, the Committee shall, as appropriate, consult with the Chairman of the Board of Directors.=

The Committee shall monitor and make recommendations w= ith respect to the purpose, structure and operations of the various committees = of the Board of Directors, the qualifications and criteria for membership on e= ach committee of the Board and, as circumstances dictate, make any recommendati= ons regarding periodic rotation of directors among the committees and the imposition of any term limitations of service on any Board committee. =

The Committee shall periodically review the charter and composition of each committee of the Board of Directors and make recommendations to the Board for the creation of additional committees or t= he elimination of Board committees.

Review and Reporting

 

The Committee shall develop and recommend to the Board= of Directors for its approval an annual self-assessment process of the Board of Directors and its committees. The Committee shall oversee, and communicate = to the Board of Directors the results of, the annual self-assessment of the Bo= ard.

The Committee shall report regularly to the Board of Directors (i) following meetings of the Committ= ee, (ii) with respect to such other matters as are relevant to the Committee's discharge of its responsibilities and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Bo= ard of Directors may take the form of an oral report by the Committee's Chairpe= rson or any other member of the Committee designated by the Committee to make su= ch report.

The Committee shall maintain minutes or other records = of meetings and activities of the Committee.

Subcommittees

 

The Committee may, from time to time, create subcommit= tees (with the approval of the Board of Directors to the extent required by law) with respect to specified matters. The powers of any such subcommittee shal= l be solely limited to making recommendations for action by the Committee. =

 

Retention of Consultants and Other Advisors

 

In conducting inquiries into the backgrounds and qualifications of possible candidates, the Committee shall have sole author= ity to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as directors of the Company, including sole authority to approve the fees payable to such search firm and any other ter= ms of retention. The Committee shall also have the right to use reasonable amo= unts of time of the Company's internal and independent accountants, inside and outside lawyers and other internal staff.

 

Annual Performance Evaluation

 

The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee, including by reviewing= the compliance of the Committee with this Charter. In addition, the Committee s= hall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that t= he Committee considers necessary or appropriate. The Committee shall conduct s= uch evaluations and reviews in such manner as it deems appropriate. =