(As adopted by the Board of Directors on December 13, 2007)

Purpose

The Corporate Governance, Nominating and Ethics Committee (the “Governance Committee”) is appointed by the Board of Directors (the “Board”) to (1) develop and recommend to the Board a set of corporate governance principles for Hercules Incorporated (the “Corporation”) and to oversee compliance with such principles, (2) assure that the Board is composed of qualified and experienced individuals who will represent the best interests of the Corporation’s shareholders by defining and recommending for Board approval those governance practices, including Board committee structure and composition, that will assure an efficient process of nominating and evaluating the ongoing performance of the Board and its members, (3) assist the Board in identifying individuals qualified to be Board members, consistent with criteria approved by the Board, and to recommend to the Board Director nominees for the Board and for each committee, (4) lead the Board in its annual review and evaluation of Board performance, (5) assure that the Board is familiar with and committed to the ethics principles and programs that have been adopted by the Corporation, and (6) assist the Board in fulfilling its oversight responsibility relating to the Corporation’s compliance with legal and regulatory requirements for matters not primarily related to accounting, auditing, financial reporting and/or internal controls.

Committee Membership

The members of the Governance Committee shall be appointed annually by the Board and may be removed or replaced by the Board in its discretion. Vacancies shall be filled by the Board. A Governance Committee member may resign by giving written notice to the Board and may resign Governance Committee membership without resigning from the Board. At the time of each annual election of the Governance Committee members, the Board shall appoint the Chair of the Governance Committee, who shall also serve as lead Director of the Board unless the Board designates a different Director for such position.

The Governance Committee shall consist of no fewer than three (3) members of the Board, each of whom shall be an independent director under the New York Stock Exchange listing standards, any other applicable laws, rules and regulations governing independence, as determined to be applicable by the Board, and the Corporation’s independence standards, as such requirements may be in effect and amended from time to time.

Committee Authority and Responsibilities

The Governance Committee shall have the following authority and responsibilities:

1. To recommend to the Board the slate of Directors to be submitted to the Annual Meeting of Shareholders and to recommend to the Board candidates to fill vacancies. The Governance Committee shall actively seek individuals as Director nominees who shall have the highest personal and professional integrity, who shall have demonstrated exceptional ability and judgment, and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the shareholders and the Corporation. The Governance Committee shall consider potential Director candidates recommended by the Corporation’s shareholders.
    
2. To review and recommend to the Board the size, composition and organization of the Board and its committees, Board operations, directorship policies and practices, and associated matters of corporate governance.
    
3. To oversee the Board’s evaluation of the respective performance and effectiveness of the Board and Board Committees. The Governance Committee shall receive comments from all Directors and report annually to the Board with an assessment of the Board’s performance, to be discussed with the full Board following the end of each fiscal year.
    
4. To oversee the Board’s processes for evaluation of the management of the Corporation and make recommendations to the Board with respect to such processes.
    
5. To review the independence of the members of the Board and Board Committees on a periodic basis (but at least annually), as well as any relationships Directors may have with the Corporation and/or its subsidiaries or affiliates or otherwise that may reasonably create the appearance of non independence, and to recommend to the Board which non-management Board members are independent.
    
6. To assist the Board in developing and evaluating potential candidates for the Chief Executive Officer position, and in oversight of executive succession plans.
    
7. To recommend, develop, maintain, and reassess the adequacy of the Corporation’s Corporate Governance Guidelines, to oversee compliance with such Corporate Governance Guidelines and recommend any proposed changes to the Board for approval at least annually.
    
8. To recommend, develop, and maintain a Directors Code of Business Conduct and Ethics and to oversee compliance with the requirements of such Code at least annually.
    
9. To assist the Board in fulfilling its oversight responsibility relating to the Corporation’s compliance with legal and regulatory requirements relating to any matter (other than accounting, auditing, financial reporting and/or internal controls), all subject to and consistent with the following: (i) compliance matters which are primarily related to accounting, auditing, financial reporting, and/or internal controls shall be submitted to the Audit Committee, and the Audit Committee shall determine the proper handling thereof (including the involvement of other Board committees, outside advisers and others) with such oversight by the Board as the Board determines is appropriate, (ii) compliance matters which are not primarily related to accounting, auditing, financial reporting and/or internal controls shall be submitted to the Governance Committee, and the Governance Committee shall determine the proper handling thereof (including the involvement of other Board committees, outside advisers and others) with such oversight by the Board as the Board determines is appropriate, and (iii) if there is doubt as to whether the foregoing (i) or (ii) is applicable to particular compliance matter(s) in question, then such compliance matter(s) shall be submitted jointly to the Chair of the Audit Committee and the Chair of the Governance Committee and the two chairs will decide whether the foregoing (i) and/or (ii) is applicable.

The Governance Committee shall meet as frequently as the discharge of its responsibilities shall require and have at least three (3) regularly scheduled meetings each year, in accordance with a schedule approved by the Chair of the Governance Committee and the Chair of the Board. The meeting schedule for the forthcoming year is generally set during the last meeting of the current year.

The Chair shall preside at each meeting. In the event the Chair is not present at a meeting, the Governance Committee members present at that meeting shall designate one of its members as the acting chair of such meeting.

The Chair (or acting chair) may direct appropriate members of management and staff to prepare draft agendas and related background information for each Governance Committee meeting. The draft agenda shall be reviewed and approved by the Chair (or acting chair) in advance of distribution to the other Governance Committee members. Any background materials, together with the agenda, should be distributed to the Governance Committee members in advance of the meeting.

Written minutes of each Governance Committee meeting shall be duly filed in the Corporation records. The Governance Committee shall regularly report to the Board on its activities.

The Governance Committee shall have the authority to form and delegate any of its responsibilities to subcommittees as it may deem appropriate, in its sole discretion.

In carrying out its responsibilities, the Governance Committee may consult with the Chair of the Board, the Chief Executive Officer and others, both inside and outside the Corporation, in developing recommendations to the Board concerning potential nominees for election to the Board and such other matters as it deems appropriate, and shall have the authority to retain recruiting or search firms to be used to identify director candidates and to retain and obtain advice and assistance, as needed, from external or internal legal, accounting, and other advisors as it may deem appropriate, in its sole discretion. The Governance Committee shall have sole authority to approve such advisors’ fees and other retention terms.