Charter Of The Nominating
Committee Of The Board Of Directors
Of Eagle Bancorp

I. The Committee's Purpose.

The Nominating Committee ("Committee") is appointed by the Board of Directors (Board) of Eagle Bancorp ("Eagle") for the primary purpose of:

• identifying diverse individuals qualified to become members of the Board;
• recommending to the Board the director nominees for the next annual meeting of shareholders;
• consider nominees proposed by shareholders of Eagle; and
• evaluation of the Board and its members.
  

II. Committee Composition and Meetings.

The Committee shall be comprised of three or more independent directors, all of whom must qualify as independent directors under the listing standards of The NASDAQ Stock Market, Inc. In addition, each member shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment.

The members shall be appointed annually to one-year terms by the Chair of the Board and approved by the Board. The Board Chair shall designate one member of the Committee as Chairperson. The members shall serve until their resignation, retirement, removal by the Board or until their successors shall be appointed. No member of the Committee shall be removed except by majority vote of the independent directors of the Board then in office.

The Committee shall fix its own rules of procedure, which shall be consistent with the Bylaws of Eagle and this Charter.

The Committee shall meet at least twice annually and more frequently as circumstances require or dictate. The Committee Chair must approve an agenda in advance of each meeting.

The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.

A majority of the members of the Committee shall constitute a quorum.

The Committee may request that any directors, officers or employees of Eagle, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.

Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a description of all actions taken by the Committee at the meeting.

The Committee shall keep written minutes of its meetings, which shall be maintained with the books and records of Eagle.

III. Committee Duties and Responsibilities.

Board Vacancies. When a vacancy occurs on the Board by reason of disqualification, resignation, retirement, death or an increase in the size of the Board, the Committee shall nominate a replacement director for the Board.

Assess Board Membership Needs and Nominate Directors. Determine what types of backgrounds are needed to help strengthen and balance the Board and to nominate appropriate candidates to fill vacancies accordingly.

• Select, or recommend to the Board, director nominees to fill vacancies on the Board as necessary.
• Be constantly alert to the needs of the Board and maintain an active file of suitable candidates for consideration as nominees to the Board, which candidates may include, if the Committee deems it advisable, those recommended by the Chief Executive Officer and other members of the Board. In compiling the file, the Committee shall consider, where appropriate, the independence of each candidate.
• Consider the candidate's knowledge of the banking business and involvement in the community, business and civic affairs, and also consider whether the candidate would provide for adequate representation of its market area. Any nominee for director made by the Committee must be highly qualified with regard to some or all these attributes. The Committee will not recommend that the stock ownership, without the other reasons named above, be a basis for the selection of a director or nominee. In searching for qualified director candidates to fill vacancies in the Board, the Committee solicits its current Board of Directors for names of potentially qualified candidates. Additionally, the Committee may request that members of the Board pursue their own business contacts for the names of potentially qualified candidates. The Committee would then consider the potential pool of director candidates, select the candidate the Committee believes best meets the then-current needs of the Board, and conduct an investigation of the proposed candidate's background to ensure there is no past history, potential conflict of interest or regulatory issue that would cause the candidate not to be qualified to serve as a director of Eagle. The Committee will consider director candidates recommended by Eagle's stockholders. If a stockholder submits a proposed nominee, the Committee would consider the proposed nominee, along with any other proposed nominees recommended by members of Eagle's Board of Directors, in the same manner in which the Committee would evaluate its nominees for director.
• Conduct director evaluations prior to a board member's consideration for renomination for election every three years.  The evaluation will be conducted in August and submitted to the Chair of the Board for review with the board member before a board member shall be considered for renomination.
• Nominate directors to be elected by the shareholders and any directors to be elected by the Board to fill vacancies.

Board Size. Make recommendations to the Board about exercising the Board's authority to determine the number of its members.

Board Self-Evaluation. Conduct an annual evaluation of the performance of the full Board prior to the end of the fiscal year and report its conclusion to the Board. The Committee's report should generally include an assessment of the Board's compliance with the principles set forth in these guidelines and the Code of Ethics Policy, as well as identification of areas in which the Board could improve its performance.

Director Removal. Recommend to the Board the removal of a director where Appropriate.

Director Independence. A director is independent when he or she has no material relationship with Eagle, either directly or as a partner, shareholder or officer of an organization that has a material relationship with the company, other than as a director.  Independence must be affirmatively determined by the Board.  Also, a director is not independent If he or she has been employed by Eagle within the preceding three years.  The Board when making its determination must broadly consider all relevant facts and circumstances in addition to those required by NASDAQ.

Shareholder Communication. Ensure that the Board maintains a process for shareholders to communicate with the Board. Shareholders wishing to communicate with the Board should send any communication to the Secretary, Eagle Bancorp, P.O. Box 4999, Helena, Montana, 59604. If an individual director or directors receives communication from shareholders, such communication shall be forwarded to the Secretary. Any communication must state the number of shares beneficially owned by the shareholder making the communication. The Secretary will forward such communication to the Chairman of the Nominating Committee. The Secretary has the authority to discard any communication or take appropriate legal action with any communication that is unduly hostile, threatening, illegal or similarly inappropriate.

Charter. To maintain and update, as appropriate, this Charter, which will be published on Eagle's website.

IV. Authority to Retain Experts.

The Committee shall have the resources and authority necessary to discharge its duties and responsibilities.  The Committee has the authority to retain, direct and if appropriate, terminate any search firm used to identify candidates for Board membership (or to establish other procedures to develop potential candidates for consideration) as well as any such other experts as it deems necessary in the performance of its duties. As part of this authority, the Committee has the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. In addition, the Committee has the authority, to the extent it deems necessary or appropriate, to ask Eagle to provide support and funding in carrying out its duties.