BEL FUSE INC.
 
                         NOMINATING COMMITTEE CHARTER
 
 
PURPOSES OF THE NOMINATING COMMITTEE
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     The purposes of the Nominating Committee are:
 
       o to consider proposals made by shareholders and others to nominate
         specific individuals to the board of directors of Bel Fuse Inc. (the
         "Company");
 
       o to identify qualified individuals for membership on such board (the
         "Board"); and
 
       o to recommend to the Board the director nominees for election at each
         annual meeting of shareholders and at each other meeting of
         shareholders at which directors are to be elected.
 
 
MEMBERSHIP OF THE NOMINATING COMMITTEE
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     The Nominating Committee:
 
       o shall consist of not less than three members of the Board, the exact
         number to be established by the board of directors from time to time;
 
       o shall consist solely of individuals who meet the independence
         standards set forth in Securities and Exchange Commission rules and in
         the listing standards applicable to the Company, except to the extent
         that such listing standards permit one member of such committee not to
         meet such independence standards; and
 
       o shall consist solely of members who are appointed by, and who may be
         removed by, the Board.
 
 
CRITERIA FOR NOMINATION TO THE BOARD OF DIRECTORS
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     Each individual nominated by the Nominating Committee to serve on the
Board of Directors shall, in the Nominating Committee's opinion, satisfy the
following criteria (the "Minimum Criteria") together with such other criteria
as shall be established by the Nominating Committee:
 
       o such nominee shall satisfy any legal requirements applicable to
         members of the Board;
 
       o such nominee shall have business or professional experience that will
         enable such nominee to provide useful input to the Board in its
         deliberations;
 
       o such nominee shall have a reputation for honesty and ethical conduct;
 
       o such nominee shall have a working knowledge of the types of
         responsibilities expected of members of the board of directors of a
         public corporation; and
 
       o such nominee shall have experience, either as a member of the board of
         directors of another public or private corporation or in another
         capacity, that demonstrates the nominee's capacity to serve in a
         fiduciary position.
 
 
PROCEDURES TO BE FOLLOWED WITH RESPECT TO THE SUBMISSION OF NAMES FOR
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CONSIDERATION BY THE NOMINATING COMMITTEE.
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     The following procedures (the "Minimum Procedures") shall be utilized in
considering any candidate for election to the Board at an annual meeting, other
than candidates who have previously served on the Board or who are recommended
by the Board. A nomination must be delivered to the Secretary of the Company at
the principal executive offices of the Company not later than the close of
business on the ninetieth (90th) day nor earlier than the close of business on
the one hundred twentieth (120th) day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that
 
if the date of the annual meeting is more than thirty (30) days before or more
than sixty (60) days after such anniversary date, notice to be timely must be
so delivered not earlier than the close of business on the one hundred
twentieth (120th) day prior to such annual meeting and not later than the close
of business on the later of the ninetieth (90th) day prior to such annual
meeting or the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the
Company. In no event shall the public announcement of an adjournment or
postponement of an annual meeting commence a new time period (or extend any
time period) for the giving of a notice as described above. Such notice shall
set forth as to each person whom the proponent proposes to nominate for
election as a director (a) all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected), and (b) information that will
enable the Nominating Committee to determine whether the candidate satisfies
the Minimum Criteria and any Additional Criteria (as defined below) established
by the Nominating Committee.
 
     In the event that a director is to be nominated at a special meeting of
shareholders or is to be elected by the Board, the Nominating Committee shall
develop procedures designed to conform, as nearly as practicable, to the
procedures applicable to elections of Board members at annual meetings.
 
     The Nominating Committee may, but shall not be required to, develop other
procedures (the "Additional Procedures") designed to supplement the Minimum
Procedures.
 
 
PROCESSES TO BE FOLLOWED IN CONSIDERING CANDIDATES
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     Candidates to serve on the Board shall be identified from such sources as
shall be available to the Nominating Committee, including without limitation
recommendations made by shareholders.
 
     There shall be no differences in the manner in which the Nominating
Committee evaluates nominees recommended by shareholders and nominees
recommended by the committee or management, except that no specific process
shall be mandated with respect to the nomination of any individuals who have
previously served on the Board. The evaluation process shall include (i) a
review of the information provided to the Nominating Committee by the
proponent, (ii) a review of reference letters from at least two sources
determined to be reputable by the Nominating Committee and (iii) a personal
interview of the candidate, together with a review of such other information as
the Nominating Committee shall determine to be relevant.
 
 
DUTIES OF THE NOMINATING COMMITTEE
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     The Nominating Committee shall:
 
       o determine whether other criteria (the "Additional Criteria"), beyond
         the Minimum Criteria, should apply in nominating members of the Board,
         such Additional Criteria to
 
       o reflect, at a minimum, all applicable laws, rules, regulations and
         listing standards applicable to the Company, and
 
       o take into account a potential candidate's experience, areas of
         expertise and other factors relative to the overall composition of the
         board of directors;
 
       o  determine whether the Minimum Procedures should be supplemented with
         Additional Procedures relating to the information to be submitted to
         the Nominating Committee regarding prospective candidates;
 
       o  annually review the size, composition and needs of the Board and make
         recommendations to the Board;
 
       o  recommend to the Board the director nominees for election at the next
         annual meeting of shareholders;
 
 
 
 
       o consider and recommend candidates for appointment to the Board to the
         extent vacancies arise between annual meetings of shareholders;
 
       o consider director candidates submitted by shareholders and other
         third-parties, in accordance with the Minimum Procedures and any
         Additional Procedures adopted by the Nominating Committee; and
 
       o annually review the Nominating Committee charter and recommend to the
         Board any changes it deems necessary or desirable.
 
 
MEETINGS OF THE NOMINATING COMMITTEE
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     The Nominating Committee shall meet as often as necessary to carry out its
responsibilities, but not less than once each year. At the discretion of the
chairperson of the Nominating Committee, but at least once each year for all or
a portion of a meeting, the members of the Nominating Committee shall meet in
executive session, without any members of management present.
 
 
ADDITIONAL AUTHORITY OF THE NOMINATING COMMITTEE
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     The Nominating Committee shall have the authority, in its discretion, to

retain outside counsel and other advisors.