As adopted by the Board of Directors on January 23, 2004

The role and responsibilities of the Nominating and Corporate Governance Committee (the "Committee") of BEI Technologies, Inc. (the "Company") are as follows, subject to amendment by the Company's Board of Directors (the "Board") from time to time:

Role: The Committee's responsibility is to oversee the governance of the Company and the Director nomination process.

Membership: Committee membership shall consist of at least three Board members. The members of the Committee and the Committee chairperson shall be appointed by the Board. Each of the members of the Committee shall satisfy the independence requirements of The Nasdaq Stock Exchange ("Nasdaq") as in effect from time to time.

Procedures: Committee procedures shall be as determined by the Committee.

Operating Principles: In fulfilling its function and responsibilities, the Committee should give due consideration to the following principles:

Meeting Frequency: The Committee should meet as frequently as considered necessary by the Committee or the chairperson, and shall meet at least annually.

Primary Committee Responsibilities: