Adopted August 25, 2004

1. The Nominating Committee (“Committee”) is a standing committee of the Board of Directors (“Board”) of LaBarge, Inc. (“Company”). The Committee shall identify individuals qualified to become members of the Board, to recommend Director nominees for each annual meeting of stockholders and nominees for election to fill any vacancies on the Board and to address related matters.
2. The principal responsibilities of the Committee shall be to:
   • Consider the appropriate size and composition of the Board and its committees and make recommendations to the full Board accordingly.
   • Identify and evaluate individuals believed to be qualified to become Board members, and recommend to the Board a slate of candidates for election at each annual meeting of stockholders and any other meeting of stockholders or directors at which a director is to be elected, and if vacancies exist in more than one class of directors, recommend to the Board the class to which each nominee shall be proposed for election.
     • In evaluating candidates, the Committee shall take into consideration such factors as it deems appropriate, which shall at a minimum reflect any requirements of any applicable law or regulation and the rules and regulations of the American Stock Exchange and which 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 may consider candidates proposed by management but is not required to do so.
   • Carry out such other duties that may be delegated to it by the Board from time to time.

Committee Structure and Proceedings

Other Committee Responsibilities