Corporate Governance and Nominating Committee Charter



Adopted by the Board of Directors of Thoratec Corporation

As Amended, February 25, 2005




The purpose of the Corporate Governance and Nominating Committee (the "Committee") of the board of directors (the "Board") of Thoratec Corporation (the "Company") is to identify and approve individuals qualified to serve as members of the Board of the Company, select director nominees for the next annual meeting of shareholders, develop and recommend to the Board corporate governance guidelines and provide oversight with respect to corporate governance and ethical conduct.




The Committee shall be composed of three or more directors, as determined by the Board, each of whom shall meet the independence requirements of the Nasdaq Stock Market.




The Committee is charged by the Board with the responsibility to:


Identify individuals qualified to serve as members of the Board, consistent with criteria approved by the Board, and approve all candidates for director to be nominated for election by the stockholders or to be appointed by the Board.

Recommend to the Board directors for appointment to its committees and, as appropriate, consider rotating directors among Board committees.

Recommend to the Board policies on Board composition and criteria for Board membership and continuation on the Board.

Oversee the Company's legal and regulatory compliance systems, including the code of ethics and business conduct, and periodically review the Company's programs to monitor compliance with and enforcement of the code of ethics and business conduct.

Review and recommend to the Board changes to the code of ethics and business conduct as appropriate.

Recommend to the Board as appropriate and oversee the conduct of any internal investigations of the conduct of senior executives of the Company other than an investigation commenced by the Audit Committee within the scope of the Audit Committee's responsibilities.

Provide minutes of Committee meetings to the Board, and report regularly to the Board with respect to the Committee's activities.

Review periodically laws, rules and regulations that affect the governance of the Company and, as appropriate, make recommendations to the Board.

At least annually, review and reassess this Charter and, if appropriate, recommend proposed changes to the Board.



By adopting this Charter, the Board delegates to the Committee full and exclusive authority to:


Perform each of the responsibilities of the Committee described above.

Appoint a chair of the Committee, unless a chair is designated by the Board

Engage search firms, legal counsel and other advisers as the Committee determines necessary to carry out its responsibilities, and approve the fees and other retention terms of such search firms, legal counsel and other advisers.

Obtain advice and assistance from internal legal and other advisors.