Exhibit 99.11


                             HEADWATERS INCORPORATED

              NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

                                 April 25, 2005


Composition
-----------

         This Charter governs the operations of the Nominating and Corporate
Governance Committee. The Nominating and Corporate Governance Committee shall be
comprised of such number of directors as determined by the Board of Directors.

         The members of the Nominating and Corporate Governance Committee shall
be elected by the Board of Directors annually, shall be comprised of
"independent" directors as defined by the listing standards of the NYSE and
shall serve until their successors are duly elected and qualified. Unless a
Chair is elected by the full Board of Directors, the members of the Nominating
and Corporate Governance Committee may designate a Chair.

Statement of Policy
-------------------

         The Nominating and Corporate Governance Committee (hereafter referred
to as "the Committee") shall provide assistance to the Board of Directors in
overseeing corporate governance, and shall identify individuals qualified to
become Board members, consistent with criteria set by the Board of Directors.
The Committee shall make recommendations to the Board of Directors regarding a
slate of persons for the Board of Directors to nominate (or direct to be
nominated) for election to the Board of Directors at the annual shareholders
meeting. The Committee shall also oversee the evaluation of the Board of
Directors and management.

Annual Performance Evaluation
-----------------------------

         The Committee shall perform an annual self-evaluation of its
performance.

Responsibilities and Processes
------------------------------

         The following shall be the principal recurring responsibilities and
principal recurring processes of the Committee. The responsibilities and
processes are set forth as a guide with the understanding that the Committee may
alter or supplement them as appropriate.



         1. Annually, the Committee shall evaluate and select the director
nominees of the Corporation to be considered for election at the annual meeting
of stockholders. The Committee shall also select nominees to the Board of
Directors with respect to filling vacancies on the Board of Directors. The
criteria used by the Committee to evaluate and to select director nominees shall
include, but shall not be limited to, relevant industry experience, general
business experience, relevant financial experience, and compliance with
independence and other qualifications necessary to comply with any applicable
tax and securities laws and the rules and regulations of the NYSE. The Committee
shall have the sole authority and shall be granted the resources to retain
independent advisers, such as search firms, in order to assist the Committee in
identifying and selecting nominees. Such authority shall include the sole
authority to approve such advisor's fees and other retention terms.
Notwithstanding anything to the contrary contained herein, if the Corporation is
required by contract or otherwise to provide third parties with the ability to
nominate directors, the selection and nomination of any such directors are not
subject to the powers or oversight of this Committee, except to the extent that
any such director shall be subject to the Corporate Governance Guidelines and
the Code of Conduct of the Corporation and general oversight of this Committee.

         2. The Committee shall review and make recommendations to the Board of
Directors with respect to candidates for director proposed by stockholders of
the Corporation.

         3. The Committee shall formulate and recommend to the Board of
Directors a list of "Corporate Governance Guidelines", which shall address, at a
minimum, director qualification standards; director responsibilities; director
access to management and, as necessary and appropriate, independent advisors;
director compensation; director orientation and continuing education; management
succession; and annual performance evaluation of the Board of Directors. The
Committee shall from time to time or as necessary recommend to the Board of
Directors any revisions to the Corporate Governance Guidelines that the
Committee deems appropriate or to ensure compliance with applicable securities
law and regulations and stock market rules.

         4. The Committee shall formulate and recommend to the Board of
Directors a code of ethics and business conduct for directors, officers and
employees of the Corporation, which shall address, at a minimum, conflicts of
interest, corporate opportunities, confidentiality, fair dealing, protection and
proper use of company assets, compliance with laws, rules and regulations
(including insider trading laws), and encouraging the reporting of any illegal
or unethical behavior (a "Code of Conduct"). The Committee shall from time to
time or as necessary recommend to the Board of Directors any revisions to the
Code of Conduct that the Committee deems appropriate or to ensure compliance
with applicable securities laws and regulations and stock market rules.

         5. The Committee shall review on an annual basis the functioning and
effectiveness of the Board of Directors, its committees and its individual
members, and to the extent the Committee deems appropriate, recommend changes or
additions to the composition of the committees of the Board of Directors.

         6. The Committee shall consider and make recommendations on matters
related to the practices, policies and procedures of the Board of Directors.

                                       2


         7. The Committee shall perform such other activities and functions
related to the selection and nomination of directors and corporate governance as
may be assigned from time to time by the Board of Directors.

         8. In performing any of its duties and responsibilities, the Committee
may consult with the Corporation's internal or outside legal counsel and shall
have the sole authority and shall be granted the resources to retain independent
legal counsel, which shall include the sole authority to approve any such
counsel's fees and other retention terms.

         9. The Committee may delegate its duties and responsibilities to a
subcommittee consisting of one or more members of the Nominating and Corporate
Governance Committee, or to senior officers of the Corporation. Any delegation
may be made only to the extent permitted by the NYSE rules, Securities and
Exchange Commission rules and applicable law.

Reports
-------

         1. The Committee may, as it desires, prepare or cause the preparation
of a report for inclusion in the Corporation's annual proxy statement.

         2. The Committee shall submit any recommendations for changes to the
Nominating and Corporate Governance Committee Charter to the full Board of
Directors for approval.

         3. The Committee shall maintain minutes of its meetings and regularly
report its activities to the Board of Directors.

Reliance on Information Provided
--------------------------------

         In adopting this Nominating and Corporate Governance Committee Charter,
the Board of Directors acknowledges that the Nominating and Corporate Governance
Committee members may not be legal experts and are not providing any expert or
special assurance as to the Corporation's legal compliance. Each member of the -
Committee shall be entitled to rely on the integrity of those persons and
organizations within and outside the Corporation that provide information to the
Committee and the accuracy and completeness of the corporate governance and
other information provided to the Committee by such persons or organizations
absent actual knowledge to the contrary.

                                       3