2004 Committee Charter : USFC

USF CORPORATION

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER


Nominating and Corporate Governance Committee Charter Quicklinks
Introduction
Purpose
Composition
Meetings
Committee Authority and Responsibilities

I. INTRODUCTION

The Board of Directors of USF Corporation (the "Company") has established a Nominating and Corporate Governance Committee (the "Committee") based on the Sarbanes-Oxley Act of 2002, The NASDAQ Stock Market corporate governance proposals and the New York Stock Exchange (NYSE) Corporate Accountability and Listing Standards Committee Report. The Committee is a standing committee of the Board of Directors.

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II. PURPOSE

The principal purpose of the Committee shall be to provide assistance to the Board of Directors in fulfilling its responsibility to the shareholders, potential shareholders and the investment community by:

Identifying individuals qualified to become members of the Board of Directors ("Board"),


Selecting, or recommending that the Board select, the director nominees for the next annual meeting of shareholders, and


Developing and recommending to the Board corporate governance principles applicable to the Company.

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III. COMPOSITION

The Committee shall be comprised of three or more "independent directors" as defined by the Sarbanes-Oxley Act of 2002 and the NYSE Corporate Accountability and Listing Standards Committee.

The members of the Committee shall be appointed by the Board and shall serve until their successors are appointed. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new members(s) satisfying the independence requirements established by the NYSE. The Board shall designate one member of the Committee as its Chairperson. Except as expressly provided in this Charter or the by-laws of the Company, the Committee shall fix its own rules of procedure. In order to discharge its responsibilities, the Committee shall establish a schedule of meetings on an annual basis.

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IV. MEETINGS

The Committee shall meet at such times as the Chairman of the Committee shall designate and notice of such meetings shall be given to Committee members.

At all meetings of the Committee, the presence of a majority of the members will constitute a quorum for the transaction of the business and the vote of a majority of the members present shall be the act of the Committee.

Members of the Committee may participate in a meeting of the Committee by conference telephone or similar communications equipment by means of which all people participating in the meeting can hear each other and participation in such a meeting will constitute presence in person at such a meeting.

Any action required or permitted to be taken at any meeting of the Committee may be taken without a meeting, without prior notice and with a vote, if all of its members consent in writing to the action, and such writing is filed with the records of proceedings of the Committee.

Directors not on the Committee may attend meetings at their discretion. At the invitation of the Chairman, members of management and outside consultants shall attend Committee meetings.

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V. COMMITTEE AUTHORITY AND RESPONSIBILITIES

The Committee shall have specified purpose, responsibilities and duties as are more particularly set forth below. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to and is required by changing business, legislative, regulatory, legal or other conditions. The following shall be the principal responsibilities of the Committee:

The Committee shall develop qualification criteria for Board members, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board in accordance with the Corporate Governance Guidelines. In conjunction with the Chairman of the Board, the Committee shall assign Board members to the various committees of the Board of Directors.


The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have authority to approve the search firm's fees and other retention terms.


The Committee shall, in conjunction with the Chairman of the Board, oversee the evaluation of the Board and of the Company and make recommendations to the Board as appropriate.


The Committee shall review and reassess at least annually the adequacy of the Corporate Governance Guidelines of the Company and recommend any proposed changes to the Board for approval. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.


The Committee shall make regular reports to the Board.


The Committee may form and delegate authority to subcommittees when appropriate.


The Committee shall review and recommend changes to the Board of the Company's Code of Conduct, and shall consider any requests for waivers from the Company's Code of Conduct. The Company shall make disclosure of such waivers of the Code of Conduct to the Securities and Exchange Commission as required by law.


The Committee shall review annually or more often if appropriate, Committee members as follows: (1) qualifications and requirements, (2) Committee structure (including authority to delegate) and (3) Committee performance (including reporting to the Board). The Committee shall make recommendations to the Board, as appropriate based on its review.


The Committee shall receive comments from all directors and report annually to the Board with an assessment of the Board's performance, which will be discussed with the full Board following the end of each fiscal year.