Farm Credit West’s (FCW) mission is to “ensure that THE CUSTOMER COMES FIRST by providing superior service at competitive rates, in a timely, professional, and ethical manner.” The Board of Directors (“Board”) adopts this Compensation and Evaluation Committee Charter to assist and support the Board in fulfilling its leadership and oversight role in the accomplishment of this mission.

Authority and Responsibilities

The Committee is authorized and responsible to:

1. establish performance standards for the CEO directly related to FCW’s Business Plan objectives, strategies, and key indicators;
2. make recommendations to the Board on establishing the compensation level for the CEO and evaluating the performance of the CEO in light of approved performance standards;
3. review and approve overall compensation program for FCW senior officers and employees;
4. oversee the development and implementation of succession plans for the CEO and other key executives, and make recommendations to the Board with respect to such plans;
5. encourage achievement of FCW’s objectives by promoting compensation which directly relates to the performance of the individual and FCW’s performance;
6. establish compensation policies and guidelines that will attract and retain qualified personnel through an overall level of compensation opportunity that is competitive within FCW’s industry; and
7. undertake such other responsibilities or duties as the Board may delegate or assign to the Committee from time to time.

Composition/Quorum/Power to Act

The Committee members will be appointed by the Board and shall consist of three or more directors. Each director appointed to the Committee shall, in the opinion of the Board, be free of any relationship that would interfere with the exercise of independent judgment as a Committee member. In appointing Committee members, the Board will also consider the personal characteristics and qualifications of those appointed to the Committee.

The Committee will select its own Chairman and such action will be reviewed annually—typically at the meeting following the Board reorganization meeting. The Board may, at any time and in its complete discretion, remove any member of the Committee and may fill any vacancy on the Committee.

A majority of the total number of members shall constitute a quorum of the Committee. A majority of the members of the Committee shall be empowered to act on behalf of the Committee.

Meetings/Reporting

The Committee will meet at such frequency as necessary and appropriate to fulfill its responsibilities and conduct its business. Committee materials (except sensitive material) will typically be distributed to all Board members as part of the Board package—this helps to keep all Board members informed and facilitates reporting to the Board. The Committee shall keep formal minutes of all meetings, including attendance. The Committee shall provide reports of its actions to the Board.

Resources

The Committee shall have authority to retain such consultants, outside counsel and other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms. FCW will provide any other monetary and non-monetary resources necessary for the Committee to fulfill its purpose.

Charter Review

The Board recognizes that, for this Charter to be useful, it must be kept current and relevant. To that end, the Board will conduct a Charter review at least annually and make any changes that are needed to meet the Charter's purpose.

Disclosure of the Charter

This Charter will be posted on FCW’s website and also will be available in print to any shareholder requesting it.

© 1999-2006 Farm Credit West, ACA. All rights reserved.