2003 Governance Charter: CSCO

1. Purpose

The Nomination and Governance Committee shall, in consultation with the Chief Executive Officer (CEO), recommend candidates for election to the Company's Board of Directors.

2. Composition of the Nomination and Governance Committee

The Nomination and Governance Committee shall be comprised of not less than three directors each of whom shall be a non-employee director within the meaning of Rule 16b-3 issued under the Securities and Exchange Act of 1934, as amended. Each Committee member shall be subject to annual reconfirmation and may be removed by the Board at any time

3. Responsibilities and Duties

In carrying out the purpose set forth in Section 1 above, the Nomination and Governance Committee shall:
1. In consultation with the CEO identify and review candidates for the Board of Directors and recommend to the full Board candidates for election to the Board.
2. Review from time to time the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board, including such factors as business experience, diversity, and personal skills in technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board.
3. Have full access to the Company's executives as necessary to carry out this responsibility.
4. Perform any other activities consistent with this Charter, the Company's Bylaws and governing law as the Committee or the Board deems necessary or appropriate.
5. Review the Committee Charter from time to time for adequacy and recommend any changes to the Board.
6. Report to the Board on the major items covered at each Committee meeting.


4. Nomination and Governance Committee Meetings

The Nomination and Governance Committee will meet periodically as necessary to act upon any matter within its jurisdiction. A majority of the total number of members of the Nomination and Governance Committee shall constitute a quorum at all Committee meetings. All meetings shall be held subject to and in accordance with Section 307 (including without limitation notice, quorum and votes/actions of the committee) and other applicable sections of the General Corporation Law of California. Minutes shall be kept of each meeting of the Committee.





Committee Members
Carol Bartz
Carly Fiorina
James F. Gibbons, Ph.D.