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COMPENSATION & LEADERSHIP DEVELOPMENT COMMITTEE CHARTER

The Compensation Committee (the “Committee”) of the Board of Directors of Simpson Manufacturing Co., Inc. (the “Company”) shall consist of a minimum of two directors.  Members of the Committee shall be appointed by the Board of Directors and may be removed by the Board of Directors at its discretion.  All members of the Committee shall be independent directors and shall satisfy the New York Stock Exchange standard for independence for members of the Audit Committee.

The purpose of the Committee shall be to carry out the Board of Directors’ overall responsibility for executive compensation.
The Committee shall have the following authority and responsibilities:

1. To review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Principal Executive Officer.  The Committee shall evaluate at least once a year the Principal Executive Officer’s performance in light of these established goals and objectives.  Based on these evaluations, the Committee shall set the Principal Executive Officer’s annual compensation, including salary, bonus, incentive, equity, pension and any other compensation.
2. To review and approve on an annual basis the compensation structure for the Principal Financial Officer and Company’s other three most highly compensated executive officers (the “Named Executive Officers”), for purposes of Item 402 of the Securities and Exchange Commission’s Regulation S-K, as well as the other executive officers of the Company.  The Committee shall evaluate the performance of the Named Executive Officers and the other executive officers of the Company.  The Committee shall approve the annual compensation, including salary, bonus, incentive, equity, pension and any other compensation for the Named Executive Officers and the other executive officers of the Company.
3. To review and make recommendations to the Board of Directors with respect to the Company’s non-equity incentive compensation based plans, equity-based plans and pension plans.
4. To review and approve Board compensation.
5. To review and approve on a quarterly basis awards to the Named Executive Officers and the other executive officers of the Company under the Company’s Executive Officer Cash Profit Sharing Plan.
6. To review and approve the compensation discussion and analysis for inclusion in the Company’s Annual Report on form 10-K and proxy statement.
7. To prepare and publish a compensation report in the Company’s proxy statement each year.

In carrying out its duties, the Committee shall have the authority to delegate any of its responsibilities to subcommittees or individual member(s) of the Committee, as the Committee may deem appropriate in its sole discretion.

The Committee shall have authority to retain compensation consultants, outside counsel and other advisors, as the Committee may deem appropriate in its sole discretion.  The Committee shall have sole authority to approve related fees and retention terms.

The Committee shall report its actions and any recommendations to the Board of Directors after each Committee meeting and shall conduct and present to the Board of Directors an annual performance evaluation of the Committee.  The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval.