Audit Committee
To provide effective direction and review of fiscal matters, the board has established an audit committee. The audit committee has the responsibility of reviewing the Company's financial statements, exercising general oversight of the integrity and reliability of our accounting and financial reporting practices, and monitoring the effectiveness of our internal control systems. The audit committee also recommends selection of an auditing firm and exercises general oversight of the activities of our independent auditors, principal financial and accounting officers and employees and related matters. The members of the audit committee are Stephen V. Conrad, Jerry W. Danni and Leo A. Heath, all of whom are independent directors under criteria established by rule 4200(a)(15) adopted by the National Association of Securities Dealers, Inc. ("NASD").

The board of directors has determined that Stephen V. Conrad is an audit committee financial expert as defined in rule 401(h) of the SEC's regulation S-K.

Compensation Committee
The Company has a compensation committee, whose members are Jerry W. Danni, Stephen V. Conrad, Thomas R. Bandy and Leo A. Heath, who are independent under criteria established by the NASD.

The compensation committee reviews and recommends to the board of directors compensation packages for the officers of U.S. Energy Corp. and subsidiaries (but not Crested Corp. which has its own compensation committee). The committee takes into account the need for different types of executives (administrative, financial, engineering, etc.), and the pay arrangements which Corporations of similar size have adopted in our industry on both the national and local levels. Items considered include the experience of and contribution made (or to be made for new hires or promotions) by each person, and the methods of paying them (principally salary and stock options). In addition, the compensation committee reviews and recommends to the board of directors the granting of stock options to non-executive employees.

Compensation packages for the executive officers are approved by vote of the independent directors.

Executive Committee
The executive committee members are Mark J. Larsen, Keith G. Larsen and Jerry W. Danni. This committee helps implement the board of directors' overall directives as necessary. This committee usually does not conduct formal meetings.

Nominating Committee and Nominating Process
When needed as determined by the board of directors, the nominating committee considers and recommends to the board of directors individuals who may be suitable to be nominated to serve as directors. Leo A. Heath and Thomas R. Bandy are the nominating committee members; they are independent under criteria established by the NASD. A copy of our Nominating Committee Charter is available here.

Code of Ethics
A copy of our Code of Ethics is available here.