2003 Committee Charter : USU

I. Purpose
The Nominating and Governance
Committee is appointed by the Board of
Directors to take a leadership role in shaping
the Corporation's corporate governance
policies. The Committee will identify
qualified individuals to serve as directors of
the Corporation and on committees of the
Board; recommend director nominees for
the next annual meeting of shareholders; and
develop and recommend to the Board a set
of corporate governance principles
applicable to the Corporation.
II. Composition
The Committee is comprised of three or
more Directors each of whom qualifies as an
independent Director under the listing
standards of the New York Stock Exchange
and federal securities laws requirements
("Independent Directors"). Members of the
Committee are nominated by the
Nominating and Governance Committee and
are elected for one-year terms by a majority
of the Board. Vacancies on the Committee
are filled by majority vote of the Board. A
majority vote of the Independent Directors is
required to remove a member of the
III. Responsibilities
The Committee has the following duties and
a) To annually review the Board of
Directors Governance Guidelines to
ensure that they are appropriate for the
Corporation and comply with applicable
laws, regulations, and listing standards;
and to consider other corporate
governance issues that may arise from
time to time; and make
recommendations to the Board, as
b) To annually review the size, composition
and responsibilities of each standing
committee of the Board and make
recommendations to the Board, as
c) To assess the Board's membership needs
and recommend Director nominees, as
necessary. As part of its assessment, the
Committee will:
1) determine the appropriate skills and
characteristics required of directors,
considering each nominee's business
background, experience and
capabilities complementary to other
directors' experience and
capabilities, financial acumen,
experience with government,
willingness and ability to devote
adequate time to the Corporation,
integrity, diversity, and other factors
deemed appropriate;
2) evaluate the suitability of potential
director nominees;
3) recommend the slate of nominees to
be elected by shareholders and any
directors to be elected by the Board
to fill vacancies;
4) evaluate each director's suitability
for re-nomination and continued
service on the Board; and
5) consider nominees recommended by
shareholders for election as Directors
in accordance with the Corporation's
d) To review the effectiveness of the
Board, its committees and individual
Directors and make recommendations to
the Board, as necessary.
e) To monitor each committee's function
and recommend necessary changes,
including the creation or elimination of
committees. As appropriate, from time
to time, the Committee may recommend
that the Board establish special
committees to address particular matters
that may arise.
f) To oversee the performance evaluations
of the Board, its committees, and the
Corporation's Management, as a whole,
including an annual performance
evaluation of the CEO of the
g) To oversee orientation for new directors
and continuing education for all
directors. The Committee will
periodically assess directors' needs in
terms of continuing education topics and
h) After each of its meetings, to report to
the Board regarding any actions taken by
the Committee at each meeting.
IV. Subcommittees
The Committee has the authority to appoint
subcommittees to carry out any of its
responsibilities and to delegate thereto such
power and authority as it deems appropriate,
but the Committee shall not delegate any
power or authority required by any law,
regulation or listing standard to be exercised
by the Committee as a whole.
V. Evaluation of the Committee
The Committee will annually evaluate its
performance under this charter. The
Committee will address all matters that the
Committee considers relevant to its
performance, including the adequacy,
quality and appropriateness of the
information and recommendations presented
by the Committee to the Board. The
Committee will report to the Board the
results of its evaluation, including any
recommended amendments to this charter
and any recommended changes to the
Corporation's or the Board's policies and
VI. Outside Advisors
The Committee may conduct or authorize
investigations into or studies of matters
within the Committee's scope of
responsibilities, and may engage, at the
Corporation's expense, such independent
counsel and other advisers, as it determines
necessary to carry out its responsibilities
without seeking Board approval.
The Committee has sole authority to retain
and terminate any search firm to be used to
identify director candidates, including sole
authority to approve the search firm's fees
and other retention terms.