Leadership Development and Compensation Committee Charter

Organization and Membership

    This charter governs the operations of the Leadership Development and Compensation Committee (the "Committee") of the Board of Directors of Amazon.com, Inc. (the "Board"). The Committee is appointed by the Board and consists of at least two Directors, each of whom will meet applicable requirements with respect to independence as determined by the Board. The Committee reviews this charter at least annually and recommends appropriate changes to the Board.

Statement of Purpose

The Committee assists the Board of Directors in fulfilling its oversight responsibility relating to:

         Evaluating the Company's programs and practices relating to leadership development;

         Establishing and reviewing compensation of the Company's executive officers; and

         Administering the Company's equity-based and certain other compensation plans.


Duties and Responsibilities

    The Committee performs the following, to the extent it deems necessary and appropriate, consistent with and subject to applicable laws and regulations.

Evaluating the Company's Programs and Practices Relating to Leadership Development

1. The Committee monitors and periodically assesses the Company's programs and practices for ensuring the continuity of capable management, including succession plans for executive officers.

Establishing and Reviewing Compensation of the Company's Executive Officers

The Committee establishes and reviews the compensation of the Company's executive officers, including establishing terms of employment for new executive officers; periodically reviewing compensation for existing executive officers; reviewing any compensation-related performance goals, including evaluating the satisfaction of such goals; and approving the terms associated with any executive officer's termination of employment.

3. The Committee prepares and publishes an annual executive compensation report in the Company's proxy statement.

Administering the Company's Equity-Based and Certain Other Compensation Plans

The Committee acts on behalf of the Board to administer the Company's equity-based compensation plans and certain other employee plans for which the Committee has been designated as plan administrator.