CHARTER OF THE COMPENSATION COMMITTEE
                          OF THE BOARD OF DIRECTORS OF
                             BLACK BOX CORPORATION
                          ADOPTED AS OF JUNE 25, 2004
 
I. PURPOSE AND AUTHORITY OF THE COMMITTEE
 
     The Compensation Committee (the "Committee") of the Board of Directors (the
"Board") of Black Box Corporation ("Black Box" or the "Company") shall evaluate
and recommend to the Board, as appropriate, the compensation philosophy and
practices of the Company with respect to its Executive Officers (as such term is
defined in the rules and regulations of the Securities and Exchange Commission
("SEC") to be the Company's chief executive officer, any vice president in
charge of a principal business unit, division or function (such as sales,
administration or finance), any other officer who performs a policy making
function or any other person who performs similar policy making functions for
the Company) and administer the Company's stock option plans, and it shall
perform any other responsibilities vested in it pursuant to this charter.
 
II. COMPOSITION OF THE COMMITTEE
 
     The Committee shall consist of not less than three directors, appointed by
the Board, each of whom qualifies as (a) an independent director under
applicable Nasdaq National Market ("NASDAQ") rules, as then in effect, and any
applicable SEC rules or regulations, exclusive in each instance of any
independence rules applicable solely to audit committee members, (b) an outside
director for the purposes of Section 162(m) of the Internal Revenue Code and (c)
a non-employee director within the meaning of SEC Rule 16b-3 promulgated under
the Securities Exchange Act of 1934.
 
     The members of the Committee shall be appointed annually to one-year terms
by majority vote of the Board at the first meeting of the Board following the
annual meeting of the Company's stockholders. The Committee, by majority vote of
the appointed Committee members, shall appoint one of the appointed members as
Committee Chair. Vacancies on the Committee shall be filled by majority vote of
the Board at the next Board meeting following the occurrence of the vacancy or
as soon as practicable thereafter. A vacancy in the position of Committee Chair
shall be filled by majority vote of the Committee at the next Committee meeting
following the occurrence of the vacancy or as soon as practicable thereafter. No
member of the Committee shall be removed except by majority vote of the
independent directors then in office.
 
III. MEETINGS AND PROCEDURES OF THE COMMITTEE
 
     The Committee shall fix its own rules of procedure, which shall be
consistent with the By-laws of the Company and this charter. The Committee shall
meet at least two times each year and as many other times as the Committee deems
necessary. Members of the Committee shall strive to be present at all meetings.
 
     A majority of the members of the Committee present in person or by means of
a conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other shall constitute a
quorum.
 
     The Committee may form subcommittees for any purpose that the Committee
deems appropriate and may delegate to such subcommittees such power and
authority within the scope of the Committee's authority as the Committee deems
appropriate; provided, however, that no subcommittee shall consist of fewer than
two members; and provided further that the Committee shall not delegate to a
subcommittee any power or authority required by any applicable law, regulation
or listing standard to be exercised by the Committee as a whole.
 
     The Committee may request that any directors, officers or Team Members of
the Company, or other persons whose advice and counsel are sought by the
Committee, attend any meeting of the Committee to provide such pertinent
information as the Committee requests.
 
     Following each of its meetings, the Committee shall report its
deliberations at the next meeting of the Board, including a description of all
actions taken by the Committee at the meeting and an identification of any
matters that require action by the Board. The Committee shall keep written
minutes of its meetings which shall be maintained with the books and records of
the Company.
 
IV. DUTIES OF THE COMMITTEE
 
     The Committee shall have the following duties and responsibilities:
 
          1. Provide to the Board of Directors, on an annual basis, its
     recommendation as to the total compensation of the Chief Executive Officer
     based upon (1) an evaluation of the objectives and performance of the Chief
     Executive Officer, taking into account the Company's short term and long
     term goals and performance, (2) competitive market data and (3) the
     Company's overall compensation philosophy. The Chief Executive Officer
     shall not be present during any part of the Committee's, or the Board's,
     deliberations concerning or vote on his or her compensation.
 
          2. Provide to the Board of Directors, on an annual basis, its
     recommendation as to the total compensation of the Executive Officers,
     other than the Chief Executive Officer, based upon (1) an evaluation of the
     objectives and performance of the Executive Officer, taking into account
     the Company's short term and long term goals and performance, (2)
     competitive market data and (3) the Company's overall compensation
     philosophy.
 
          3. Administer the Company's 1992 Stock Option Plan, as amended, and
     1992 Director Stock Option Plan, as amended (the "Stock Option Plans").
     Review and approve any awards under any deferred compensation, stock option
     or other long-term incentive plan the Company may establish from time to
     time and approve any proposed amendments to any such plan (including the
     Stock Option Plans). The Committee shall have the sole authority to grant
     equity awards and to determine the timing, size and other terms of any such
     awards and to confer such authority on the Chief Executive Officer with
     respect to grants to Team Members other than the Executive Officers of the
     Company.
 
          4. Prepare a report for inclusion in the Company's annual proxy
     statement and/or Annual Report on Form 10-K summarizing the Executive
     Officers' compensation levels and explaining the relationship between
     executive compensation and the Company's performance, as required by any
     applicable SEC rules or regulations.
 
     The Committee may retain or terminate any executive compensation or benefit
consultants or advisors to assist it in the discharge of its responsibilities
and shall have sole authority to approve the fees, expenses and other retention
terms for any such consultants and advisors.
 
V. EVALUATION OF THE CHARTER
 
     The Committee shall periodically, and at least annually, evaluate this
charter. The Committee shall report to the Board the results of its evaluation,
including any recommended amendments to this charter and any recommended changes
to the Company's or the Board's policies or procedures.