This Nominating/Corporate Governance Committee Charter was adopted by the Board of Directors (the "Board") of Bare Escentuals, Inc. (the "Company") on March 10, 2009 and supersedes the Nominating/Corporate Governance Committee Charter dated March 12, 2008.

I. Purpose

1. The purpose of the Nominating/Corporate Governance Committee (the "Committee") of the Board is to assist the Board in discharging the Board's responsibilities regarding:
   
   
   1. the identification of qualified candidates to become Board members;
   
   
   
   2. the selection or recommendation of nominees for election as directors at the next annual meeting of stockholders (or special meeting of stockholders at which directors are to be elected);
   
   
   
   3. the selection of candidates to fill any vacancies on the Board and Board committees;
   
   
   
   4. the development and recommendation to the Board of a set of corporate governance guidelines and principles applicable to the Company (the "Corporate Governance Guidelines");
   
   
   
   5. shaping the corporate governance of the corporation; and
   
   
   
   6. oversight of the evaluation of the Board.


2. In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company's bylaws. The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee's sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board. To the fullest extent permitted by law and consistent with this Charter, the Committee shall have the power to determine which matters are within the scope of the powers and responsibilities delegated to it.

II. Membership

1. The Committee shall be composed of three or more directors, as determined by the Board, each of whom (a) satisfies the independence requirements of the Nasdaq Stock Market ("Nasdaq"), and (b) has experience, in the business judgment of the Board, that would be helpful in addressing the matters delegated to the Committee.



2. The members of the Committee, including the Chair of the Committee, shall be appointed by a majority of the Board and shall serve until each such member's successor is duly elected and qualified or until such member's earlier resignation or removal. Committee members may be removed from the Committee, with or without cause, by the Board. Any action duly taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements of membership provided herein.

III. Meetings and Procedures

1. The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with the provisions of the Company's bylaws that are applicable to the Committee.



2. The Committee shall meet on a regularly scheduled basis at least four times per year and more frequently as the Committee deems necessary or desirable.



3. Any member of the Committee may call a special meeting of the Committee. Meetings of the Committee may be held telephonically. Action may be taken by the Committee upon the affirmative vote of a majority of the members, and action may be taken by the Committee without a meeting if all of the members of the Committee indicate their approval in writing.



4. Except as provided below, all non-management members of the Board that are not members of the Committee may attend meetings of the Committee, but may not vote. The Committee may, in its discretion, invite other directors of the Company, members of the Company's management or any other person whose presence the Committee believes to be desirable and appropriate to attend and observe meetings of the Committee. Such persons shall not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event shall not be entitled to vote. The Committee may exclude from its meetings any person it deems appropriate, including, but not limited to, any non-management director who is not a member of the Committee.



5. The Committee may retain any independent counsel, experts or advisors that the Committee believes to be desirable and appropriate. The Committee also may use the services of the Company's regular legal counsel or other advisors to the Company. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any such persons employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm's fees and other retention terms.



6. The Committee shall maintain minutes or other records of meetings and activities of the Committee. The Chair shall report to the Board (i) following meetings of the Committee, (ii) from time to time with respect to such other matters as may be relevant to the Committee, (iii) from time to time with respect to such recommendations by the Committee to the full Board as the Committee may deem appropriate and (iv) as otherwise requested by the Chairman of the Board. The report to the Board may be a verbal report and may be made at any meeting of the Board.

IV. Duties and Responsibilities

The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee also shall carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time related to the purposes of the Committee outlined in this Charter.

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   1. At an appropriate time prior to each annual meeting of stockholders at which directors are to be elected or reelected, the Committee shall recommend to the Board for nomination by the Board such candidates as the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve.
   
   
   
   2. At an appropriate time after a vacancy arises on the Board or any committee or a director advises the Board of his or her intention to resign, the Committee shall recommend to the Board for appointment by the Board to fill such vacancy, such prospective member of the Board as the Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve.
   
   
   
   3. For purposes of (a) and (b) above, the Committee may consider the following criteria, among others the Committee shall deem appropriate, in recommending candidates for election to the Board:
      
      
      1. personal and professional integrity, ethics and values;
      
      
      
      2. experience in corporate management, such as serving as an officer or former officer of a publicly held company;
      
      
      
      3. experience in the Company's industry;
      
      
      
      4. experience as a board member of another publicly held company;
      
      
      
      5. diversity of expertise and experience in substantive matters pertaining to the Company's business relative to other board members; and
      
      
      
      6. practical and mature business judgment.
   
   
   4. The Committee shall conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates.
   
   
   
   5. The Committee shall consider the independence of each candidate, and inquire as to whether a candidate has any conflicts of interest or a specific agenda that would impair his or her ability to effectively represent the interests of all stockholders.
   
   
   
   6. In the case of a director nominated to fill a vacancy on the Board due to an increase in the size of the Board, the Committee shall recommend to the Board the class of directors in which the director-nominee should serve.



2. If the Company is subject to a binding obligation that requires a director nomination structure inconsistent with the foregoing, then the nomination or appointment of such directors shall be governed by such requirements.



3. The Committee shall recommend members of the Board to serve on the committees of the Board, giving consideration to the criteria for service on each Committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant, and where appropriate, make recommendations regarding the removal of any member of any committee.



4. The Committee shall recommend members of Board to serve as Chair of the various committees of the Board.



5. The Committee shall establish, monitor and recommend the purpose, structure and operations of the various committees of the Board, the qualifications and criteria for membership on each committee of Board and, as circumstances dictate, make any recommendations regarding periodic rotation of directors among the committees and impose any term limitations of service of any committee of the Board.



6. The Committee shall periodically review the charter and composition of each committee of the Board and make recommendations to the Board for the creation of additional committees or the elimination of committees of the Board.



7. In appropriate circumstances, the Committee, in its discretion, shall consider and may recommend the removal of a director for cause, in accordance with the applicable provisions of the Company's certificate of incorporation, bylaws, stockholders' agreement and Corporate Governance Guidelines.



8. The Committee shall recommend to the Board and oversee processes for annual evaluations of the performance of the Board and the Chief Executive Officer. The Committee will consider the results of such evaluation in making recommendations to improve performance of the Board and its committees.



9. The Committee may investigate any matter brought to its attention.



10. The Committee shall develop and recommend to the Board the Corporate Governance Guidelines. The Corporate Governance Guidelines shall address (i) director qualification standards, (ii) director responsibilities, (iii) director access to management and, as necessary and appropriate, independent advisors, (iv) director compensation, (v) director orientation and continuing education, and (vi) annual performance evaluations of the Board.



11. The Committee shall periodically review the Corporate Governance Guidelines and keep abreast of developments with regard to corporate governance to enable the Committee to recommend changes to the Board in light of such developments.



12. The Committee shall periodically review the certificate of incorporation, bylaws and any committee charters of the Company and may recommend to the Board they be amended.



13. The Committee shall periodically review the Company's practices and policies with respect to directors, the size of the Board, the ratio of management directors to non-management directors, the meeting frequency of the Board and the structure of Board meetings and make recommendations to the Board with respect thereto.



14. The Committee shall provide for new director orientation and continuing education for existing directors as the Committee deems necessary.



15. The Committee shall evaluate its own performance on an annual basis, including its compliance with this Charter, and provide the Board with any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.



16. The Committee shall periodically report to the Board on its findings and actions.



17. The Committee shall review and reassess this Charter at least annually and submit any recommended changes to the Board for its consideration.



18. The Committee shall recommend to the Board a management continuity planning process. The Board shall review and evaluate the succession plans relating to the Chief Executive Officer and other executive officer positions and will select the individuals to occupy these positions.

V. Delegation of Duties

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee, to the extent consistent with the Company's certificate of incorporation, bylaws, Corporate Governance Guidelines and applicable law and rules of Nasdaq.

Committee Members

Ross M. Jones
Ellen L. Brothers
Glen T. Senk