Piper Jaffray.

Nominating and Governance Committee Charter

As amended by the Board of Directors on February 21, 2006

I. PURPOSE

The Nominating and Governance Committee (the “Committee”) is established pursuant to the Bylaws of Piper Jaffray Companies (the “Company”). The purpose of the Committee is to identify and recommend individuals qualified to become members of the Board of Directors and to recommend to the Board sound corporate governance principles and practices for the Company.

II. MEMBERSHIP

The Committee shall consist of three or more members of the Board appointed from time to time by the Board. All of the members of the Committee shall be non-employee directors who meet the independence requirements of the New York Stock Exchange (“NYSE”) and any other standards of independence as may be prescribed for purposes of any federal securities laws relating to the Committee’s duties and responsibilities. The Committee Chairperson shall be appointed by the Board. The Committee may appoint a Secretary, who need not be a director. Committee members are subject to removal at any time by a majority of the Board. Any resulting vacancy may be filled by the Board.

III. MEETINGS

The Committee shall meet as often as it determines, but not less frequently than four times per year. The Committee may request any officer or employee of the Company or external legal, accounting or other advisors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

IV. RESOURCES AND AUTHORITY

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to use internal personnel and to obtain advice and assistance from internal or external legal, accounting or other advisors and the funding for compensating any such external advisors. In addition, the Committee shall have sole authority to retain and terminate any search firms used to identify director candidates, and to approve the fees and other retention terms related to the appointment of such firms.

The Committee may delegate its authority to subcommittees established from time to time by the Committee, which subcommittees shall consist of one or more members of the Committee and shall report to the Committee.

V. DUTIES AND RESPONSIBILITIES

The Committee shall:

1. Periodically review the Board’s standards for determining outside director independence consistent with requirements of the NYSE and other applicable requirements and recommend to the Board changes in these standards, as appropriate.

2. Identify and evaluate potential candidates for nomination as directors, in such manner as the Committee deems appropriate and in accordance with director selection criteria established by the Committee and/or the Board, and including candidates properly and timely proposed by shareholders of the Company if sufficient documentation is submitted to permit a determination by the Board whether such candidate meets the director selection criteria set forth in the Company’s Bylaws, Corporate Governance Principles and any other published Company policy on director nominations, and the candidate in fact meets the minimum director selection criteria.

3. Review and respond to director nominations properly submitted by the Company’s shareholders and that meet the director selection criteria set forth in the Company’s Bylaws, Corporate Governance Principles and any other published Company policy on director nominations.

4. Recommend to the Board the number of directors to be elected and a slate of nominees for election as directors at the Company’s annual shareholders meeting and one or more nominees for each vacancy on the Board that occurs between annual shareholders meetings, and designate the appropriate class of the Board for all director nominees.

5. Regularly review the qualifications and independence of the members of the Board and its committees and recommend to the Board changes in the composition of the Board and its committees, as appropriate.

6. Oversee the Company’s director orientation and continuing education programs.

7. Periodically review and, as appropriate, recommend to the Board revisions to the Board’s committee structure and functions.

8. Regularly review and assess the adequacy of the Company’s corporate governance principles and, as appropriate, recommend to the Board revisions to such principles.

9. Regularly evaluate the process by which the Compensation Committee annually evaluates the performance of the executive officers and recommend changes to the Board, as appropriate.

10. Regularly evaluate the Company’s succession planning process with respect to the Company’s executive officers and recommend changes to the Board, as appropriate.

11. Jointly with the Compensation Committee, oversee succession planning for the Company’s executive officers.

12. Establish and regularly evaluate the process by which the Board and its committees evaluate their performance.

13. Oversee administration of the Company’s code(s) of ethics and business conduct for employees, officers, agents and directors, and, as appropriate, consider and approve any amendments to, or waivers granted to the Company’s executive officers or directors under, provisions of the code(s).

14. Annually review and reassess the adequacy of this Charter and recommend to the Board any proposed changes to this Charter.

15. Annually review and evaluate the Committee’s own performance.

16. Report regularly to the Board on the Committee’s activities.

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