MATERIAL SCIENCES CORPORATION
AUDIT COMMITTEE CHARTER

Purpose

The Audit Committee (the “Committee”) of Material Sciences Corporation (the “Corporation”) shall provide assistance to the Corporation’s Board of Directors (the “Board”) in fulfilling the Board’s responsibility to oversee: (a) the Corporation’s accounting, auditing and reporting practices; (b) the qualifications, independence and performance of the independent auditors; (c) the Corporation’s system of internal controls, including the performance of the internal audit function; (d) the Corporation’s disclosure policies and practices; (e) the quality and integrity of the Corporation’s financial statements; and (f) compliance by the Corporation with legal and regulatory requirements.

In carrying out its duties, the Committee shall maintain free and open communication with the Board, the independent auditors, the internal auditors and members of management.

While the Committee has the responsibilities and powers set forth in this Audit Committee Charter, the Committee’s role is one of oversight and it recognizes that the Corporation’s management is responsible for preparing the Corporation’s financial statements and that the independent auditors are responsible for auditing those financial statements. Consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Corporation’s financial statements or any professional certification as to the work of the independent auditors. Furthermore, it is not the responsibility of the Committee to conduct general investigations or to assure compliance with laws and regulations and the Corporation’s compliance policies.

Membership

Meetings

Top

Authority and Responsibilities

Among other items, the Committee shall:

Oversight of Independent Auditors

Oversight of Internal Audit Function

Top

Financial and Disclosure Matters

Top

Committee Governance/Other