MATERIAL SCIENCES CORPORATION
COMPENSATION, ORGANIZATION AND CORPORATE
GOVERNANCE COMMITTEE CHARTER

Purpose

The Compensation, Organization and Corporate Governance 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:

B-1

Top

Membership

Meetings

Authority and Responsibilities

The Committee Shall:

B-2

Top

Corporate Guidelines

Compensation and Organization

B-3

Top

General

The Committee Shall: