NCR Corporation - Committee on Directors and Governance Charter

Purpose

The Committee on Directors and Governance will: (i) recommend the principles of director compensation and compensation to be paid to directors, (ii) review the composition of NCR's Board of Directors, recommend modifications to the qualification guidelines used in identifying prospective Board members, screen candidates for Board membership and recommend to the Board the candidates to be nominated for election as Directors, and, in the event of a vacancy on the Board, recommend any successors; (iii) recommend to the Board the assignment of Directors to various Committees; (iv) monitor compliance with the Corporate Governance Guidelines established by the Board, including the guidelines on Director independence, and recommend to the Board changes as appropriate to those Guidelines; (v) review at least annually the Company's ethics and compliance program; and (vi) recommend to the Board the performance criteria and evaluation process to be used by the Board in evaluating individual incumbent Directors and the Board functioning as a whole and oversee the evaluation of the Board.

Committee Composition

The Committee on Directors and Governance shall consist of three or more members of the Board of Directors, one of whom shall serve as Chair of the Committee on Directors and Governance. All of the members of the Committee shall be "independent" Directors as determined by the Board under the standards set forth in the Board's Corporate Governance Guidelines.

Primary Goals and Responsibilities

Nominating Board Candidates

1. Using the Board's Corporate Governance Guidelines, evaluate the needs of the Board to determine the qualifications of individuals best suited to further enhance the composition of the Board.

2. Assist in attracting candidates who meet these qualifications and review the qualifications of persons identified as prospective members of the Board.

3. Recommend to the Board nominees for election to the Board of Directors at the Annual Meeting of Stockholders.

4. In the event of a Director vacancy, recommend to the Board a successor for that position.

5. The Committee shall have sole responsibility to retain and terminate search firms for the purpose of locating prospective members of the Board.

Corporate Governance

6. Review and recommend changes to the Corporate Governance Guidelines established by the Board, including the Director qualification guidelines and independence standards.

7. Monitor compliance with the independence standards established by the Board.

8. Recommend to the Board the assignment of Directors to various Committees of the Board, with consideration of the desires of individual Directors and input from the Chief Executive Officer and Chairman of the Board.

Director Compensation

9. Periodically review and make recommendations to the Board of Directors concerning the annual retainer to be paid to the Board of Directors, and any other compensation programs relating to the Board of Directors.

10. Annually review market data for Director compensation to ensure that the compensation is reasonable and competitive in relation to other similar companies, and recommend to the full Board whether any changes in the compensation package are desirable. In conducting this review, the Committee will consider that Directors' independence may be jeopardized if director compensation and perquisites exceed customary levels or if Directors receive indirect compensation.

11. The Committee shall have sole authority to retain, terminate, approve fees and other retention terms of any consultant(s) hired to assist in the evaluation of Director compensation.

Director Oversight

12. On an annual basis, recommend criteria and process to assess the Board's performance, and conduct an evaluation of the Board based on such criteria.

Ethics and Compliance Program Oversight

13. Review the Company's program for monitoring compliance with laws and regulations and the Company's ethical standards.

Reporting Responsibilities

14. Report at the next regular meeting of the Board all significant items discussed at any of Committee on Directors and Governance meeting.

Other Responsibilities

15. On an annual basis, evaluate the Committee's performance.

16. Perform such other oversight functions that from time to time may be assigned to it by the Board of Directors.

17. Review and reassess the adequacy of the Committee on Directors and Governance charter annually.

Committee Meetings

The Committee on Directors and Governance shall hold meetings three times a year, and as many other times as the Committee deems necessary. Generally, meetings will be held in January, April and October. The Committee may request that members of management be present as needed in order to execute the Committee's primary responsibilities.
Revised: January 22, 2003