2003 Nominating Charter: UMPQ

NOMINATING COMMITTEE CHARTER

PURPOSE

The Nominating Committee shall carry out the Board's overall responsibility with respect to: (1) proposing nominees for appointment or election to the Board of Directors, and (2) conducting searches to fill the positions of Company CEO and President.
COMMITTEE MEMBERSHIP

The Nominating Committee shall consist of the Board Chairperson and the chairpersons of each of the Board's committees.

COMMITTEE CHAIR

The Board Chairperson shall serve as the Chairperson of the Nominating Committee. The Committee may appoint one of its members as Vice Chairperson, to carry out the duties of the Committee Chairperson in his or her absence.

MEETINGS

The Nominating Committee shall meet as often as it determines to be appropriate. The Committee has no regular meeting schedule. The Committee may meet in executive sessions, without management present. The Committee may request any officer or employee of the Company or the Company's outside advisors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

COMMITTEE REPORTS

The Chairperson of the Committee shall report the Committee's activities and actions to the Board at the Board meeting next following each Committee meeting. The Committee may refer to the Board any matter that the Committee believes should be addressed by the Board. 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 the Nominating Committee's own performance.

COMMITTEE AUTHORITY AND RESPONSIBILITIES

The Nominating Committee shall have all the authority of the Board to act or exercise corporate powers with respect to the following:

Recommending to the Board a slate of nominees to be presented to the shareholders for election to the Board of Directors at each annual meeting;
Conducting executive searches for the Company's CEO and President; and
Evaluating and recommending to the Board those individuals who should be appointed or elected to fill new positions on the Board and to fill vacancies in existing Board positions.