CHARTER OF THE NOMINATING AND
 
                         CORPORATE GOVERNANCE COMMITTEE
 
                              MICREL, INCORPORATED
 
 
                              AUTHORITY AND PURPOSE
 
       The Nominating and Corporate Governance Committee (the "Committee") of
Micrel, Incorporated (the "Corporation") is appointed by the Corporation's Board
of Directors (the "Board") to assist and advise the Board on composition and
operation of the Board, including membership selection, committee selection and
rotation practices, and to assist with review and consideration of developments
in corporate governance practices. The Committee shall undertake those specific
duties and responsibilities listed below and such other duties as the Board
shall from time to time prescribe.
 
       The primary objectives of the Nominating and Corporate Governance
Committee are to assist the Board by: (i) considering and/or recruiting
individuals qualified to become Board members and recommending that the Board
select a group of director nominees for each next annual meeting of the
Corporation's stockholders; (ii) recommending members of the Audit, Compensation
and Nominating and Corporate Governance Committees of the Board who are
qualified and experienced "independent" directors; (iii) assisting management
and the Board in developing and recommending to the Board corporate governance
policies and procedures applicable to the Corporation; and (iv) monitoring
compliance with appropriate corporate governance practices as they relate to the
duties of both management and the Board. All powers of the Committee are subject
to the restrictions designated in the Corporation's bylaws and by applicable
law.
 
 
                              COMMITTEE MEMBERSHIP
 
       The Committee members (the "Members") shall be elected annually by the
Board and will serve at the discretion of the Board. The Committee will consist
of at least three (3) members of the Board, each of whom shall satisfy the
applicable independence requirements of NASDAQ and any other relevant regulatory
requirements. Unless otherwise directed by the Board, Committee members shall
serve until his or her successor has been duly qualified and appointed by the
Board.
 
 
                           DUTIES AND RESPONSIBILITIES
 
       The duties of the Committee shall include, without limitation, the
following:
 
Nominating Responsibilities
 
              (1)    Monitor the size and composition of the Board;
 
              (2)    Consider and make recommendations to the Board with respect
                     to the nominations or elections of directors of the
                     Corporation;
 
              (3)    Appoint directors to committees and suggest rotations for
                     chairpersons of committees of the Board as the Board deems
                     desirable from time to time; and
 
              (4)    Recommend to the Board a policy on succession planning for
                     the CEO and senior executive management; review the policy
                     on an annual basis and report to the Board on the results.
 
In considering potential new directors and officers, the Committee will review
individuals from various disciplines and backgrounds. Among the qualifications
to be considered in the selection of candidates are broad experience in
business, finance or administration; familiarity with national and international
business matters; familiarity with the Corporation's industry; and prominence
and reputation. Since prominence and reputation in a particular profession or
field of endeavor are what bring most persons to the Board's attention, there is
the further consideration of whether the individual has the time available to
devote to the work of the Board and one or more of its committees.
 
       A review is also to be made of the activities and associations of each
candidate to ensure that there is no legal impediment, conflict of interest, or
other consideration that might hinder or prevent service on the Board. In making
its selection, the Committee will bear in mind that the foremost responsibility
of a director of a Corporation is to represent the interests of the shareholders
as a whole.
 
       The Committee shall periodically review and reassess the adequacy of this
Charter and propose any changes to the Board for approval.
 
       (a)    Corporate Governance Responsibilities
 
              (1)    Regularly review issues and developments related to
                     corporate governance and recommend to the Board new
                     governance standards and/or modifications to existing
                     standards;
 
              (2)    Evaluate and recommend any revisions to board and committee
                     meeting policies and logistics;
 
              (3)    Consider and recommend changes in the size of the Board;
                     and
 
              (4)    On an annual basis, solicit input from the Board and
                     conduct a review of the effectiveness of the operation of
                     the Board and its committees, including reviewing
                     governance and operating practices.
 
 
                               CONDUCT OF BUSINESS
 
       The Committee shall conduct its business in accordance with this Charter
and any direction by the Board of Directors. The Committee shall report, at
least annually, to the Board. Prior to the annual meeting of shareholders, the
Committee will recommend to the Board the persons who will be the nominees of
the Board of Directors for the election of whom the Board will solicit proxies.
As part of this process, the Committee will review candidates recommended by
shareholders of the Corporation. A shareholder who wishes to recommend an
individual for Board membership may do so by writing to: Corporate Secretary,
Micrel, Incorporated, 1849 Fortune Drive, San Jose, CA 95131. Notice by a
shareholder that the shareholder intends to nominate one or more persons as a
Board member at a meeting of shareholders or otherwise must be received by the
Secretary within the time periods prescribed by the Corporation's bylaws and
applicable law.
 
                                    MEETINGS
 
       The Committee will meet at least twice per year and more frequently as
       circumstances require. The Committee may establish its own schedule which
       it will provide to the Board in advance.
 
 
                                     MINUTES
 
       The Committee will maintain written minutes of its meetings, which
       minutes will be filed with the minutes of the meetings of committees of
       the Board.
 
       (i)    COMMITTEE RESOURCES
 
       The Nominating and Corporate Governance Committee shall have the
authority to obtain advice and seek assistance from internal or external legal,
accounting or other advisors. The Committee shall have the authority to retain
and terminate any search firm to be used to identify director candidates,
including authority to approve such search firm's fees and other retention
terms.