MIME-Version: 1.0 Content-Location: file:///C:/251ACF11/chtr_typeg_104271.htm Content-Transfer-Encoding: quoted-printable Content-Type: text/html; charset="us-ascii" NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

I. P= urpose

The Nominating and Corporate Governance Committee is appointed by the Board of Directors of Beacon Roofing Supply, Inc. (the "Company") to assist the Board in fulfilling its responsibilities by (1) identifying individuals qualified to become board members, consistent with criteria approved by the Board, and (2) recommending to the Board director nominees for the next ann= ual meeting of shareholders.

The Com= mittee will be composed of at least three directors, all of whom, subject to any applicable phase-in rules, meet the independence requirement contained in t= he NASDAQ listing standards as determined by the Board. The Board will appoint= the Committee members annually. Members may be replaced by the Board at any tim= e 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. The Committee shall have the authority to delegate any of i= ts responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors. = This charter specifies the scope of authority and responsibility of the Committe= e.

Meet= ings

The Com= mittee shall meet as often as its members deem necessary to perform the Committee's responsibilities, but in no event less than two times a year.

Comm= ittee Authority and Responsibilities

The Com= mittee will have the authority, to the extent it deems necessary or appropriate, to retain a search firm to be used to identify director candidates. The Commit= tee shall have authority to retain and terminate any such search firm, including authority to approve the firm's fees and other retention terms. The Committ= ee shall also have authority, to the extent it deems necessary or appropriate,= to retain other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any search firm= or other advisors employed 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: