AMERCO AUDIT COMMITTEE CHARTER

I. PURPOSE

     The audit committee is established by and among the Board of Directors of AMERCO (the “Company”) for the primary purpose of assisting the Board in:

 

Overseeing the integrity of the Company’s financial statements;

 

 

Overseeing the independent auditor’s qualifications and independence;

 

 

Overseeing the performance of the Company’s independent auditor; and

 

 

Overseeing the Company’s systems of disclosure controls and procedures and internal controls over financial reporting.

     Consistent with this function, the Audit Committee should encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures, and practices at all levels. The Audit Committee should also provide for open communication among the independent auditor, financial and senior management, the internal audit department, and the Board of Directors.

     The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting, and other advisors as deemed appropriate to perform its duties and responsibilities.

     The Company will provide appropriate funding, as determined by the Audit Committee, for compensation to the independent auditor, to any advisors that the Audit Committee chooses to engage, and for payment of ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

     The Audit Committee will primarily fulfill its responsibilities by carrying out the activities enumerated in Section III of this charter.

II. COMPOSITION AND MEETINGS

     The Audit Committee will comprise three or more directors as determined by the Board. Each Audit Committee member will be a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director. All Audit Committee members must be independent, including being free of disallowed compensation agreements under all other applicable rules and regulations.

     All members of the Audit Committee must comply with all financial literacy requirements of Nasdaq. The Board will determine whether at least one member of the

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committee qualifies as an “audit committee financial expert” in compliance with the criteria established by the SEC. The existence of such a member, including his or her name and whether or not he or she is independent, will be disclosed in periodic filings as required by the SEC. Committee members are encouraged to enhance their familiarity with finance and accounting by participating in educational programs, including those conducted by the Company or outside consultants.

     The members of the Audit Committee will be elected by the Board to serve until their successors are elected.

III. RESPONSIBILITIES AND DUTIES

     To fulfill its responsibilities and duties, the Audit Committee will:

Documents/Reports/Accounting Information Review

     1. Review this charter periodically, at least annually, and recommend to the Board of Directors any necessary amendments.

     2. Review and discuss with management and the independent auditor the Company’s annual financial statements, quarterly financial statement (prior to the Company’s 10-Q filings or release of earnings) and all internal controls reports (or summaries thereof).

     3. Review other relevant reports or financial information submitted by the Company to any governmental body or the public, including management certifications as required by the Sarbanes-Oxley Act of 2002 and relevant reports rendered by the independent auditor (or summaries thereof).

     4. Recommend to the Board whether the financial statements should be included in the annual report on Form 10-K.

     5. Review the regular internal reports to management (or summaries thereof) prepared by the internal auditing department, as well as management’s response.

Independent Auditor

     1. Appoint, compensate, retain, and oversee the work performed by the independent auditor for the purpose of preparing or issuing an audit report or related work.

     2. Review the performance of the independent auditor and remove the independent auditor if circumstances warrant.

     3. Oversee the resolution of disagreements between management and the independent auditor if they arise.

     4. Consider whether the auditor’s performance of permissible non-audit services is compatible with the auditor’s independence.

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     5. Discuss with the independent auditor the matters required to be discussed under Statement on Auditing Standards (SAS) No. 61, as amended by SAS No. 84 and SAS No. 90.

     6. Review the independent auditor’s attestation and report on management’s internal control report, and hold timely discussions with the independent auditor regarding the following:

 

critical accounting policies and practices;

 

 

alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and

 

 

other important written communications between the independent auditor and management, including, but not limited to, the management letter and schedule of unadjusted differences.

     7. At least annually, obtain and review a report by the independent auditor describing:

 

the firm’s internal quality-control procedures;

 

 

any material issues raised by the most recent internal quality-control review or peer review, or by any inquiry or investigation conducted by governmental or professional authorities during the preceding five years with respect to independent audits carried out by the firm, and any steps taken to deal with any such issues; and

 

 

the matters set forth in Independence Standards Board Standard No. 1.

     This report should be used to evaluate the independent auditor’s qualifications, performance, and independence. Further, the Audit Committee will review the experience and qualifications of the lead partner and other senior members of the independent audit team each year and determine that all partner rotation requirements as promulgated by applicable rules and regulations are executed.

     8. Actively engage in dialogue with the independent auditor with respect to any disclosed relationships or services that may affect the independence and objectivity of the auditor and take, or recommend that the full Board take, appropriate actions to oversee the independence of the outside auditor.

     9. Review and pre-approve (which may be pursuant to pre-approval policies and procedures) both audit and nonaudit services to be provided by the independent auditor. The authority to grant pre-approvals may be delegated to one or more designated members of the Audit Committee whose decisions will be presented to the full Audit Committee at its next regularly scheduled meeting. Approval of nonaudit services will be disclosed to investors in periodic reports required by Section 13(a) of the Securities Exchange Act of 1934.

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Financial Reporting Processes, Accounting Policies, and Internal Control Structure

     1. In consultation with the independent auditor and the internal audit department review the integrity of the Company’s financial reporting processes (both internal and external), and the internal control structure (including disclosure controls and procedures and internal control over financial reporting).

     2. Receive and review any disclosure from the Company’s CEO or CFO made in connection with the certification of the Company’s quarterly and annual reports filed with the SEC of: a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial data; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

     3. In conjunction with the Independent Governance Committee, review and approve all related-party transactions, defined as those transactions required to be disclosed under Item 404 of Regulation S-K.

     4. Establish procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters.

     5. Establish procedures for the confidential, anonymous submission by Company employees regarding questionable accounting or auditing matters.

Internal Audit

     Review activities, organizational structure, and qualifications of the internal audit department.

Other Responsibilities

     1. Review with the independent auditor, the internal auditing department, and management the extent to which changes or improvements in financial or accounting practices have been implemented.

     2. Prepare the report that the SEC requires be included in the company’s annual proxy statement.

     3. Perform any other activities consistent with this charter the Company’s bylaws, and governing law, as the Board deems necessary or appropriate.