CORPORATE GOVERNANCE AND
 
                          NOMINATING COMMITTEE CHARTER
                  Amended and Restated as of February 29, 2004
 
I.    Purpose of Committee
 
      The purpose of the Corporate Governance and Nominating Committee (the
      "Committee") of the Board of Directors (the "Board") of Conmed Corporation
      (the "Company") is to recommend individuals to the Board for nomination as
      members of the Board and its committees and to develop and recommend to
      the Board a set of corporate governance principles applicable to the
      Company. The Committee shall report to the Board on a regular basis and
      not less than once a year.
 
II.   Committee Membership
 
      The Committee shall consist solely of three or more members of the Board,
      each of whom is, in the business judgment of the Board, "independent"
      under the rules of the NASDAQ, or any other similar national stock
      exchange on which the Company's stock may be listed. The initial members
      of the Committee shall be appointed by the Board. Candidates to fill
      subsequent vacancies in the Committee shall be nominated by the Committee
      as set forth below and appointed by the Board. Members shall serve at the
      pleasure of the Board and for such term or terms as the Board may
      determine.
 
III.  Committee Structure and Operations
 
      The Committee shall designate one member of the Committee as its
      chairperson. In the event of a tie vote on any issue, the chairperson's
      vote shall decide the issue. The Committee shall meet in person or
      telephonically at least twice a year at a time and place determined by the
      Committee chairperson, with further meetings to occur when deemed
      necessary or desirable by the Committee or its chairperson.
 
IV.   Committee Duties and Responsibilities
 
      The following are the duties and responsibilities of the Committee:
 
            1.    To make recommendations to the Board from time to time as to
                  changes that the Committee believes to be desirable to the
                  size of the Board.
 
            2.    To identify individuals believed to be qualified to become
                  Board members, and to recommend to the Board the nominees to
                  stand for election as directors at the annual meeting of
                  stockholders or, if applicable, at a special meeting of
                  stockholders. In the case of a vacancy in the office of a
                  director (including a vacancy created by an increase in the
                  size of the board), the Committee shall recommend to the Board
                  an individual to fill such vacancy either through appointment
                  by the Board or through election by stockholders. In
                  nominating candidates, the Committee shall take into
                  consideration such factors as it deems appropriate. These
                  factors may include judgment, skill, diversity, experience
                  with businesses and other organizations of comparable size,
                  the interplay of the candidate's experience with the
                  experience of other Board members, and the
 
                  extent to which the candidate would be a desirable addition to
                  the Board and any committees of the Board. The Committee shall
                  consider all candidates recommended by the Company's
                  shareholders in accordance with the procedures set forth in
                  the Company's annual proxy statement. The Committee may also
                  consider candidates proposed by management, but is not
                  required to do so.
 
            3.    To identify Board members qualified to fill vacancies on any
                  committee of the Board (including the Committee) and to
                  recommend that the board appoint the identified member or
                  members to the respective committee. In nominating a candidate
                  for committee membership, the Committee shall take into
                  consideration the factors set forth in the charter of the
                  committee, if any, as well as any other factors it deems
                  appropriate, including without limitation the consistency of
                  the candidate's experience with the goals of the committee and
                  the interplay of the candidate's experience with the
                  experience of other committee members.
 
            4.    Establish procedures for the Committee to exercise oversight
                  of the evaluation of the Board and management.
 
            5.    Develop and recommend to the Board a set of corporate
                  governance principles applicable to the Company, and to review
                  those principles at least once a year.
 
            6.    Prepare and issue the evaluation required under "Performance
                  Evaluation" below.
 
            7.    Any other duties or responsibilities expressly delegated to
                  the Committee by the Board from time to time relating to the
                  nomination of Board and committee members.
 
V.    Performance Evaluation
 
      The Committee shall produce and provide to the Board an annual performance
      evaluation of the Committee, which evaluation shall compare the
      performance of the Committee with requirements of this charter and set
      forth the goals and objectives of the Committee for the upcoming year. The
      performance evaluation shall also recommend to the Board any improvements
      to the Committee's charter deemed necessary or desirable by the Committee.
      The performance evaluation by the Committee shall be conducted in such
      manner as the committee deems appropriate. The report to the Board may
      take the form of any oral report by the chairperson of the Committee or
      any other member of the Committee designated by the Committee to make this
      report.
 
VI.   Delegation to Subcommittee
 
      The Committee may, in its discretion, delegate all or a portion of its
      duties and responsibilities to a subcommittee of the Committee.
 
VII.  Resources and Authority of the Committee
 
      The Committee shall have the resources and authority appropriate to
      discharge its duties and responsibilities, including the authority to
      retain counsel and other experts or consultants. The Committee shall have
      the sole authority to select and retain a consultant or search firm, to
      terminate any consultant or search firm retained by it, and to approve the
      consultant or search firm's fees and other retention terms.