The Nominating/Corporate Governance Committee (the “Committee”) of the board of directors (the “Board”) of Agere Systems Inc. (the “Corporation”) is responsible for matters relating to the organization and membership of the Board, and for other issues relating to the Corporation's corporate governance.

Composition and Term of Office

  • The Committee will consist of not fewer than two members, each of whom shall be a director who satisfies the independence requirements of the New York Stock Exchange (the “NYSE”) Listed Company Manual, as interpreted by the Board in its business judgment.
  • One member shall serve as Chairman of the Committee. The members of the Committee shall serve one-year terms, and shall be appointed annually by the Board on the day of the Annual Meeting of Stockholders or on such other date as the Board shall determine. Members of the Committee may be removed or replaced by the Board.

Committee Meetings - Operating Principles

  • The Committee shall meet with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities, but in any case, at least two times each year.
  • Meetings of the Committee may be called as needed by the Chairman of the Committee, the Chairman of the Board or the Chief Executive Officer.
  • The Chairman will preside, when present, at all meetings of the Committee. The Committee may meet by telephone or videoconference and may take action by written consent.
  • The Committee shall have the sole right to retain and terminate search firms and consultants to assist in the identification and evaluation of director candidates, including the sole authority to approve search firm fees and other retention terms.
  • The Committee shall have the authority to obtain advice and assistance from any officer or employee of the Corporation or from any outside legal expert or other advisor.
  • The Committee may request that members of management or outside consultants and advisors of the Committee be present to assist the Committee in performing its duties.
  • Minutes of each meeting will be kept and distributed to the entire Committee.
  • The Committee may form, and where legally permissible may delegate authority to, subcommittees when the Committee deems it appropriate or desirable.

Nominating/Corporate Governance Responsibilities

The Committee shall perform the following functions:

  • Develop and recommend to the full Board a set of corporate governance guidelines, review such guidelines annually and recommend any modifications thereto.
  • Consider corporate governance issues that may arise from time to time and make recommendations to the Board with respect thereto.
  • Identify and review the qualifications of prospective nominees for Director; recommend to the Board the slate of nominees for inclusion in the Corporation's proxy statement and for election by the Stockholders at the Annual Meeting. In evaluating candidates for nomination to the Board, the Committee will take into consideration the factors listed on Annex A and such other factors and criteria as it deems appropriate. In addition, the Committee shall take into account the applicable requirements for directors under the Securities Exchange Act of 1934 and the listing standards of the NYSE.
  • Review the performance of the Board annually and the performance of Board members before nominating them for re-election.
  • Periodically review the composition of the full Board to determine whether additional Board members with different qualifications or areas of expertise are needed to further enhance the composition of the Board and work with management in attracting candidates with those qualifications.
  • Periodically review all standing or any ad hoc committees and recommend to the full Board, as appropriate, changes in number, function or composition of committees. In evaluating candidates for nomination to committees of the Board, the Committee may take into consideration such factors or criteria that the Committee deems appropriate, including his or her judgment, skill, integrity, and business or other experience. In addition, the Committee shall take into account the applicable requirements for members of committees of boards of directors under the Securities Exchange Act of 1934 and the listing standards of the NYSE.
  • Review the Corporation’s management succession planning on an annual basis and make recommendations to the Board when appropriate.
  • Periodically review the Corporation's director and officer liability insurance coverage.
  • Periodically, but not less frequently than once every three years, review the Corporation's certificate of incorporation, by-laws and rights agreement from a governance perspective. This review will include a determination of whether it is in the stockholders' interest to maintain the rights agreement.
  • Confer, as appropriate, with the General Counsel on matters of corporate governance.

Other Responsibilities

  • Following each Committee meeting, report at the next meeting of the full Board all significant items discussed at the Committee meeting.
  • Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
  • Conduct an annual performance evaluation of the Committee.
  • Take such further actions or provide such further advice as the full Board may from time to time delegate to the Committee.



Annex A

Factors Considered for Director Nominees

Factors considered for new nominees identified by the Board:

  • Whether the candidate has relevant business experience;
  • Judgment, skill, integrity and reputation;
  • Existing commitments to other businesses;
  • Independence from management;
  • Whether the candidate's election would be consistent with our corporate governance guidelines;
  • Potential conflicts of interest with other pursuits, including any relationship between the candidate and any customer, supplier or competitor of Agere Systems;
  • Legal considerations such as antitrust issues;
  • Corporate governance background;
  • Financial and accounting background, to enable the Committee to determine whether the candidate would be suitable for Audit and Finance Committee membership;
  • Executive compensation background, to enable the Committee to determine whether the candidate would be suitable for Compensation Committee membership; and
  • The size and composition of the existing Board.

Additional factors considered for nominees recommended by stockholders:

  • Any relationship or understanding between the proposing stockholder and the candidate; and
  • Whether the candidate is willing to be considered and willing to serve as a Director if nominated and elected.

Before nominating a sitting Director for re-election at an annual meeting, the Committee will consider the Director's performance on the Board.