MIME-Version: 1.0 Content-Location: file:///C:/251ACF11/chtr_typec_104271.htm Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii" COMPENSATION COMMITTEE CHARTER


I. P= urpose

The Compensation Committee is appointed by the Board of Directors of Beacon Roo= fing Supply, Inc. (the "Company") to discharge the Board's responsibil= ities relating to evaluation and compensation of the Company's executive officers. This Charter specifies the scope of authority and responsibilities of the Committee.

Comm= ittee Membership

The Com= mittee will be composed of at least three directors, all of whom meet the independ= ence requirements contained in the NASDAQ listing standards, as determined by the Board. All Committee members shall also be "non-employee directors&quo= t; as defined by Rule 16b-3 under the Securities Exchange Act of 1934, and at least two members shall be "outside directors" as defined by Sect= ion 162(m) of the Internal Revenue Code. The Board will appoint the Committee members annually. Members may be removed by the Board at any time in its discretion, but shall otherwise serve until a successor has been named. The Chair will be appointed by the Committee and may be removed by the Committe= e in its discretion. No director shall serve as a member of the Committee if such director has been or is currently a part of an interlocking directorate in which the Chief Executive Officer (CEO) or another executive officer of the Company serves on the compensation committee of another company that employs such director. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors.<= o:p>

Meet= ings

The Com= mittee shall meet as often as its members deem necessary to perform the Committee's duties and responsibilities.

Comm= ittee Authority and Responsibilities

The Com= mittee will have the authority, to the extent it deems necessary or appropriate, to retain a compensation consultant to assist in the evaluation of CEO or executive officer compensation. The Committee shall have authority to retain and terminate any such consulting firm, including authority to approve the firm's fees and other retention terms. The Committee shall also have author= ity, to the extent it deems necessary or appropriate, to retain other advisors. = The Company will provide for appropriate funding, as determined by the Committe= e, for payment of compensation to any consulting firm or other advisors employ= ed by the Committee.

The Com= mittee will make regular reports to the Board and will propose any necessary actio= n to the Board. The Committee will review and reassess the adequacy of this char= ter annually and recommend any proposed changes to the Board for approval.=

The com= mittee will:

The CEO= may not be present during any deliberations on his or her compensation.<= o:p>