NCR Corporation - Executive Committee

The Executive Committee will meet from time to time on the call of the Chairman of the Board or the Chairman of the Executive Committee if urgent action is required and shall exercise at such time all powers of the Board in the management of the business and affairs of the Company, except the power to:

Primary Responsibilities

1. Exercise the powers of the Board of Directors in the management of the business and affairs of the Company, except as limited by the Maryland General Corporation Law, the Charter and the Bylaws, when a matter of urgency requires.

Other Responsibilities

1. Report at the next regular meeting of the Board all significant items discussed at any of Executive Committee meeting.

2. Perform such other functions which from time to time may be assigned to it by the Board.

Committee Composition

The Executive Committee shall consist of three or more members of the Board of Directors, one of whom shall serve as Chair of the Executive Committee. The majority of the Committee shall not be Directors who are officers or employees of the Company. The Chairman of the Board will serve as the Chair of the Committee.

Committee Meetings

The Executive Committee will hold meetings as necessary. The Committee may request that members of management be present as needed in order to execute the Committee's primary responsibilities.