Lawson Products, Inc. Nominating and Corporate Governance Committee Charter

Adopted as of March 9, 2004

1. Status

The Nominating and Corporate Governance Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Lawson Products, Inc. (the “Company”).

2. Purpose

The Nominating and Corporate Governance Committee shall provide assistance to the Board in fulfilling its responsibilities to the stockholders and other investors in the Company by:

3. Membership

4. Meetings

The Committee shall meet as frequently as circumstances dictate but no less than annually. A majority of the members shall constitute a quorum. A majority of the members present shall decide any question brought before the Committee.

5. Powers and Duties

The Committee’s primary responsibilities include:


Corporate Governance


Board Oversight

Management Oversight

6. Procedures

The Chairman of the Committee shall establish such rules as may from time to time be necessary or appropriate for the conduct of the business of the Committee. The Chairman shall appoint as secretary a person who may, but need not, be a member of the Committee. A certificate of the secretary of the Committee setting forth the names of the members of the Committee or actions taken by the Committee shall be sufficient evidence at all times as to the persons constituting the Committee or the validity of such actions taken.

7. Charter Review

The Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.