2003 Nominating Charter: ODP


CHARTER OF THE GOVERNANCE COMMITTEE
OF OFFICE DEPOT, INC.

This charter ("Charter") is adopted as and for the Charter of the Governance Committee of the Board of Directors of Office Depot, Inc., a Delaware corporation (herein the "Corporation") by action of the Board of Directors, dated August 1, 2002.

1. The Governance Committee of the Corporation has been created for the purposes of oversight of corporate governance issues of the Corporation, including but not limited to:

Evaluating and recommending from time to time, the size and composition of the Board of Directors


Overseeing the recruitment process for new board members, including serving as the nominating committee of the Corporation with respect to candidates for Director and Executive Officers of the Corporation, including the Chief Executive Officer ("CEO")


Evaluating the performance of the Board on an ongoing basis, including that of individual members when appropriate, and generally ensuring the effectiveness of the Board's meetings and other governance processes


Requiring that Directors inform the Committee if and when their primary employment or occupation changes, which the Committee will take into consideration in evaluating Board members, including whether to nominate for re-election at the next Annual Meeting of Shareholders of the Company


In cooperation with the Compensation Committee of the Corporation, conducting an annual evaluation of the CEO of the Corporation and reporting the results to the full Board of Directors as well as to the CEO


Periodically reviewing, evaluating and recommending any necessary changes in the Corporate Charter or the Bylaws of the Corporation to the full Board


Staying abreast of developments in the area of corporate governance generally to ensure that the Corporation remains current in its governance policies


Ensuring that the Board has adequate opportunity to meet in executive session, both with and without management members of the board present, preferably at each regular meeting of the Board


At least once annually, evaluate the performance of the Committee and its members report the evaluation results to the full Board


Such other matters as may be delegated to it by the full Board of Directors


2. The Governance Committee shall have oversight responsibility for any and all questions pertaining to:

The quality of the process by which the full board and its committees conduct their affairs


The quality of the strategic planning process, in particular plans for the annual board meeting devoted primarily to strategic planning


In cooperation with the Audit Committee, matters of ethics and/or conflicts of interest on the part of Directors and Executive Officers of the Corporation, as defined by the Code of Ethics maintained by the Audit Committee

CALENDAR OF STANDING AGENDA ITEMS FOR THE
GOVERNANCE COMMITTEE OF OFFICE DEPOT, INC.


February Meeting

Recommendation to the full board regarding board members standing for election, board committee organization and individual assignments, and officers to be listed in the proxy for the annual shareholders meeting
Review with the CEO of his or her performance, with emphasis on non-financial goals, for the past year prior to reporting results of the review to the board meeting in executive session
Review of responses to the comprehensive annual board evaluation as well as changes in governance resulting from such responses to be recommended to the board

April Meeting


No meeting unless extraordinary circumstances require it.


August Meeting

Review of revisions in the Charter of the Governance Committee and recommendation of possible revisions for adoption by the full board
Planning for the October strategic planning meeting of the board and management
Management succession planning, including a review with the CEO and head of human resources of depth and diversity charts as well as plans for the development of individual senior managers
Review of best practice review regarding rotation of board committee assignments

October Meeting

Composition of the board for the following year and the longer-term future
Planning of board member recruiting, if necessary, including agreement on the criteria for the selection of new board candidates
Establishment of non-financial goals for the CEO as part of the evaluation process for the succeeding year
Evaluate the performance of the Committee and its members for the prior year

As Needed

Ongoing changes in the process for the conduct of board meetings
Counsel to the Chairman of the Board regarding the organization and conduct of board meetings
Review of possible changes to the Bylaws of the Corporation's Charter
Review of relevance to the Corporation of new issues of corporate governance
Review of the appropriate committee structure for the conduct of affairs of the board and the quality of the process by which committees are functioning
Consideration of matters of ethics and/or conflicts of interest on the part of Directors of the Corporation, as defined by the Code of Ethics administered by the Audit Committee
New board member recruitment, interviewing, and presentation to the full board for its consideration
Committee Members
James L. Heskett
Lee A. Ault
Cynthia R. Cohen