OF THE BOARD OF DIRECTORS OF
                             BLACK BOX CORPORATION
                          ADOPTED AS OF JUNE 25, 2004
     The Nominating Committee (the "Committee") of the Board of Directors (the
"Board") of Black Box Corporation ("Black Box" or the "Company") shall consider
potential candidates for election as directors of the Company, including
individuals proposed by the Company's stockholders in accordance with the
Company's Certificate of Incorporation, By-laws, Nasdaq National Market
("NASDAQ") rules, as then in effect, and applicable Securities and Exchange
Commission ("SEC") rules and regulations and perform any other responsibilities
vested in it pursuant to this charter.
     The Committee shall consist of not less than three directors, appointed by
the Board, each of whom qualifies as an independent director under applicable
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.
     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.
     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
     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 other 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.
     The Committee shall have the following duties and responsibilities:
          1. Recommend to the Board individuals to be nominated for election as
     directors by the stockholders at the Company's annual meeting and, from
     time to time, recommend to the Board individuals to be elected by the Board
     to fill Board vacancies, as appropriate.
          2. The established criteria for the assessment of potential nominees
     for election to the Board shall include independence, experience relevant
     to the business of the Company and the needs of the Board, leadership
     qualities, a proven track record of career accomplishments, the ability to
     make sound judgments, diversity, a willingness to participate in Board
     meetings and ability to represent the stockholders.
          3. In assessing potential nominees for election to the Board, the
     Committee may consider any individuals recommended by Committee members,
     other Board members, the Company's management, current stockholders of the
     Company or identified by third-party executive search firms. The Committee
     may retain or terminate any executive search firm 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 search firms.
     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.