MKS INSTRUMENTS, INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

CHARTER

(as adopted March 4, 2004)

A. Purpose

The purpose of the Nominating and Corporate Governance Committee is to:

recommend to the Board the persons to be nominated for election as directors at

any meeting of stockholders; and

develop and recommend to the Board a set of corporate governance principles

applicable to the Company.

B. Structure and Membership

1. Number. The Nominating and Corporate Governance Committee shall consist of

such number of directors as the Board shall from time to time determine.

2. Independence. Except as otherwise permitted by the applicable rules of

NASDAQ, each member of the Nominating and Corporate Governance

Committee shall be an “independent director” as defined by such rules.

3. Chair. Unless the Board elects a Chair of the Nominating and Corporate

Governance Committee, the Committee shall elect a Chair by majority vote.

4. Compensation. The compensation of Nominating and Corporate Governance

Committee members shall be as determined by the Board.

5. Selection and Removal. Members of the Nominating and Corporate Governance

Committee shall be appointed by the Board, upon the recommendation of the

Committee. The Board may remove members of the Nominating and Corporate

Governance Committee from such Committee, with or without cause.

C. Authority and Responsibilities

General

1. Discharge of Duties. The Nominating and Corporate Governance Committee

shall discharge its responsibilities, and shall assess the information provided by

the Company’s management, in accordance with its business judgment.

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2. Additional Powers. The Nominating and Corporate Governance Committee shall

have such duties, in addition to those enumerated herein, as may be delegated

from time to time by the Board of Directors.

Board and Committee Membership

1. Selection of Director Nominees. Except where the Company is legally required

by contract, bylaw or otherwise to provide third parties with the right to nominate

directors, the Nominating and Corporate Governance Committee shall be

responsible for recommending to the Board the nominees for election as directors

at any meeting of stockholders and the persons to be elected by the Board to fill

any vacancies on the Board. In making such recommendations, the Committee

shall consider candidates proposed by stockholders. The Committee shall review

and evaluate information available to it regarding candidates proposed by

stockholders and shall apply the same criteria, and shall follow substantially the

same process in considering them, as it does in considering other candidates.

2. Criteria for Selecting Directors. The Board’s criteria for selecting directors are as

set forth in Attachment A to this charter. The Nominating and Corporate

Governance Committee shall use such criteria to guide its director selection

process. The Committee shall be responsible for reviewing with the Board, on an

annual basis, the requisite skills and criteria for new Board members as well as

the composition of the Board as a whole. The Committee may adopt, and

periodically review and revise as it deems appropriate, procedures regarding

director candidates proposed by stockholders.

3. Search Firms. The Nominating and Corporate Governance Committee shall have

the authority to retain and terminate any search firm to be used to identify director

nominees, including authority to approve the search firm’s fees and other

retention terms. The Committee is empowered, without further action by the

Board, to cause the Company to pay the compensation of any search firm engaged

by the Committee.

4. Selection of Committee Members. The Nominating and Corporate Governance

Committee shall be responsible for recommending to the Board the directors to be

appointed to each committee of the Board.

Corporate Governance

1. Corporate Governance Guidelines. The Nominating and Corporate Governance

Committee shall develop and recommend to the Board a set of Corporate

Governance Guidelines applicable to the Company. The Committee shall, from

time to time as it deems appropriate, review and reassess the adequacy of such

Corporate Governance Guidelines and recommend any proposed changes to the

Board for approval.

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D. Procedures and Administration

1. Meetings. The Nominating and Corporate Governance Committee shall meet as

often as it deems necessary in order to perform its responsibilities. The

Committee shall keep such records of its meetings as it shall deem appropriate.

2. Subcommittees. The Nominating and Corporate Governance Committee may

form and delegate authority to one or more subcommittees (including a

subcommittee consisting of a single member), as it deems appropriate from time

to time under the circumstances.

3. Reports to the Board. The Nominating and Corporate Governance Committee

shall report regularly to the Board.

4. Charter. The Nominating and Corporate Governance Committee shall, from time

to time as it deems appropriate, review and reassess the adequacy of this Charter

and recommend any proposed changes to the Board for approval.

5. Independent Advisors. The Nominating and Corporate Governance Committee

shall have the authority to engage such independent legal and other advisors as it

deems necessary or appropriate to carry out its responsibilities. Such independent

advisors may be the regular advisors to the Company. The Committee is

empowered, without further action by the Board, to cause the Company to pay the

compensation of such advisors as established by the Committee.

6. Investigations. The Nominating and Corporate Governance Committee shall have

the authority to conduct or authorize investigations into any matters within the

scope of its responsibilities as it shall deem appropriate, including the authority to

request any officer, employee or advisor of the Company to meet with the

Committee or any advisors engaged by the Committee.

7. Annual Self-Evaluation. At least annually, the Nominating and Corporate

Governance Committee shall evaluate its own performance.

As adopted by the Board of Directors

on March 4, 2004

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Attachment A

CRITERIA FOR NOMINATION AS A DIRECTOR

General Criteria

1. Nominees should have a reputation for integrity, honesty and adherence to high ethical

standards.

2. Nominees should have demonstrated business acumen, experience and ability to exercise

sound judgments in matters that relate to the current and long-term objectives of the

Company and should be willing and able to contribute positively to the decision-making

process of the Company.

3. Nominees should have a commitment to understand the Company and its industry and to

regularly attend and participate in meetings of the Board and its committees.

4. Nominees should have the interest and ability to understand the sometimes conflicting

interests of the various constituencies of the Company, which include stockholders,

employees, customers, governmental units, creditors and the general public, and to act in

the interests of all stockholders.

5. Nominees should not have, nor appear to have, a conflict of interest that would impair the

nominee’s ability to represent the interests of all the Company’s stockholders and to

fulfill the responsibilities of a director.

6. Nominees shall not be discriminated against on the basis of race, religion, national origin,

sex, sexual orientation, disability or any other basis proscribed by law. The value of

diversity on the Board should be considered.

7. Nominees should normally be under the age of 75 at the time of nomination.

Application of Criteria to Existing Directors

The renomination of existing directors should not be viewed as automatic, but should be

based on continuing qualification under the criteria set forth above. In addition, the

Nominating and Corporate Governance Committee shall consider the existing directors’

performance on the Board and any committee.

Criteria for Composition of the Board

The backgrounds and qualifications of the directors considered as a group should provide

a significant breadth of experience, knowledge and abilities that shall assist the Board in

fulfilling its responsibilities.