Westway Group

WESTWAY GROUP, INC.

NOMINATING COMMITTEE CHARTER

1.Purpose

The Nominating Committee (the "Committee") is appointed by the Board of Directors (the "Board") of Westway Group, Inc. (the "Company") for the purpose of assisting the Board in its selection of individuals as nominees for election to the Board at annual meetings of the Company's stockholders or to fill any vacancies or newly created directorships on the Board.

The Committee shall exercise its business judgment in carrying out the responsibilities described in this charter in a manner that the Committee members reasonably believe to be in the best interests of the Company and its stockholders. No provision of this charter, however, is intended to create any right in favor of any third party, including any stockholder, officer, director or employee of the Company or any subsidiary thereof, in the event of a failure to comply with any provision of this charter. Nothing contained in this charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee. The purposes and responsibilities outlined in this charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities provided that such procedures are consistent with the Company's charter, By-Laws and any applicable law.

2.Committee Membership

2.1Appointment. Except to the extent that directors nominated by certain stockholders are entitled to representation on the Committee pursuant to our By-Laws, Committee members shall be appointed by the Board and may be removed by the Board, with or without cause, in its discretion. Vacancies on the Committee shall be filled by action of the Board. The Chairperson of the Committee shall be designated by a vote of the Board. If a Chairperson is not so designated, the members of the Committee shall select a Chairperson by majority vote of the Committee.

2.2Term. Each members of the Committee shall serve until his or he successor has been duly elected and qualified or until his or her death, resignation or removal, if earlier.

2.3Qualifications and Number. The members of the Committee shall meet the requirements of the NASDAQ Stock Market LLC Marketplace Rules (the "Nasdaq Rules").

The Committee shall be comprised of two or more directors, as determined by the Board, each of whom shall be "independent" as defined under the Nasdaq Rules.

3.Meetings and Procedures

The Committee shall meet at least once per year. The Committee shall when appropriate meet in executive session with management to discuss any matters that it or management believes should be discussed.

The Committee shall maintain minutes of meetings and report Committee actions to the Board on a regular basis including any recommendations the Committee deems appropriate.

4.Duties and Responsibilities

The Committee shall have the following primary duties and responsibilities, and shall perform any other activities consistent with this charter, the Company's By-Laws and governing law as the Committee or the Board may deem appropriate or necessary:

4.1The Committee shall develop and revise, as appropriate, selection criteria for Board nominees to be voted on by the holders of Class A Common Stock of the Company (the "Class A Directors") consistent with this charter.

4.2The Committee shall seek, interview and screen individuals qualified to become Class A Directors for recommendation to the board and evaluate such individuals using the Committee's selection criteria.

4.3The Committee shall develop lists of desirable director nominees for positions as Class A Directors and share information concerning the potential nominees and the process with the Board, soliciting input from other Board members.

4.4The Committee shall recommend to the Board, for its selection, those qualified individuals, consistent with criteria approved by the Committee, as the Committee shall deem appropriate (i) as nominees for election by the stockholders holding shares of Class A Common Stock of the Company to the Board at the next annual meeting of the stockholders holding shares of the Company or (ii) to fill any vacancies or newly created directorships on the Board. In making such recommendations, the Committee shall endeavor to ensure that a majority of the Board consists of Independent Directors (as such term is defined under the Nasdaq Rules).

4.5The Committee shall evaluate the qualifications of nominees submitted by the holders of the Company's Class A Common Stock using the same selection criteria the Committee uses to evaluate other potential nominees.

4.6The Committee shall extend to each prospective director nominee approved by the Board the invitation to stand for election to the Board.

4.7The Committee shall assist management in the preparation of the disclosure in the Company's annual proxy statement regarding the operations of the Committee.

4.8The Committee shall consider, develop and recommend to the Board policies regarding the size and composition of the Board.

4.9The Committee shall periodically provide to the Board written or oral summaries of the Committee's activities and proceedings and propose any necessary action to the Board.

4.10The Committee shall periodically review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval.

4.11The Committee shall perform such other duties as the Board may from time to time direct or as may be required by, or as the Committee shall deem appropriate under, applicable laws, rules and regulations.

5.Delegation of Duties and Committee Resources

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and retention terms of any search firm or other entity for the purpose of assisting the Committee in identifying candidates for Board membership and any legal, accounting and other advisors in connection with the performance of its duties and responsibilities. The expense of retaining such search firm or other entity or advisor shall be borne by the Company.

In fulfilling its responsibilities, the Committee shall be entitled to delegate any of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company's charter, By-Laws and applicable law and the requirements of the Nasdaq Rules.

6.Amendment

This charter may be amended from time to time by the board and any amendment must be disclosed as required by, and in accordance with, applicable laws, rules and regulations.