CSG Systems International, Inc.
A
Delaware corporation
(“CSG”)

Adopted November 20, 2003

Purpose

The Nominating and Corporate Governance Committee (the “Committee”) is created by the Board of Directors of CSG (the "Board") to:

·         identify individuals qualified to become Board members and recommend to the Board nominees for election as directors at the next annual or special meeting of stockholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings;

·         recommend directors for appointment to Board committees;

·         evaluate Board performance;

·         review and recommend to the Board compensation for CSG’s directors; and

·         develop and recommend to the Board the Corporate Governance Guidelines and Code of Business Conduct and Ethics of CSG.

Membership

The Committee shall consist of at least two members, all of whom shall be independent directors as defined in Rule 4200(a)(15) of the National Association of Securities Dealers, Inc. The Committee shall recommend to the Board nominees for appointment to the Committee. Committee members shall be appointed by the Board and may be removed by the Board at any time. The Committee shall recommend to the Board, and the Board shall designate, the Chair of the Committee.

Authority and Responsibility

In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is responsible for the following matters.

Board/Committee Nominees

·         The Committee shall oversee searches for and identify individuals qualified for membership on the Board.

·         The Committee shall establish criteria for Board and Board committee membership and shall recommend to the Board nominees for election to the Board and directors for appointment to the committees of the Board. In making its recommendations, the Committee shall:

o        review candidates’ qualifications for membership on the Board or a committee of the Board (including the independence of the candidate) based on the criteria established by the Committee;

o        in evaluating current directors for re-nomination to the Board or re‑appointment to any Board committees, assess the performance of such director as a member of the Board or such committee;

o        periodically review the composition of the Board and its committees in light of the current challenges and needs of the Board and each committee and determine whether it may be appropriate to add or remove individuals after considering issues of independence, judgment, diversity, age, skills, background and experience;

o        periodically consider rotation of committee members and committee Chairs; and

o        consider any other factors that are set forth in CSG’s Corporate Governance Guidelines or are deemed appropriate by the Committee.

Review of Size and Responsibilities of the Board and its Committees

·         The Committee shall periodically review the size and responsibilities of the Board and its committees and recommend any proposed changes to the Board.

Director Compensation

·         The Committee shall review and recommend to the Board compensation (including stock option grants and other equity-based compensation) for CSG’s directors. In so reviewing and recommending director compensation, the Committee shall, among other things:

o        identify corporate goals and objectives relevant to director compensation;

o        evaluate the performance of the Board in light of such goals and objectives and recommend director compensation based on such evaluation and such other factors as the Committee deems appropriate and in the best interests of CSG (including the cost to CSG of such compensation); and

o        recommend to the Board any long-term incentive component of director compensation, taking into account awards made to directors in past years, CSG’s business and financial performance, shareholder return, the value of similar incentive awards at comparable companies and such other factors as the Committee deems appropriate and in the best interests of CSG (including the cost to CSG of such compensation).

Corporate Governance Matters

·         The Committee shall develop and recommend to the Board Corporate Governance Guidelines and a Code of Business Conduct and Ethics for CSG. The Committee periodically shall review and reassess the adequacy of such Corporate Governance Guidelines and Code of Business Conduct and Ethics and recommend any proposed changes to the Board.

·         The Committee shall be responsible for any tasks assigned to it in CSG’s Corporate Governance Guidelines.

·         The Committee shall review potential conflicts of interest involving directors and shall determine whether the director or directors involved may vote on any issue as to which there may be a conflict.

Reporting to the Board

·         The Committee shall report to the Board periodically. Each report shall include a review of any recommendations or issues that arise with respect to Board or committee nominees or membership, Board performance, corporate governance or any other matters that the Committee deems appropriate or is requested by the Board to include.

·         The Committee shall annually evaluate its own performance and report to the Board on such evaluation.

·         The Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board.

Management Succession

·         The Committee shall, in consultation with CSG's Chief Executive Officer (the "CEO"), periodically review CSG's management succession planning, including policies for CEO selection and succession in the event of the incapacitation, retirement or removal of the CEO, and the CEO's evaluations of and development plans for potential successors to the CEO.

Procedures

The Committee shall meet as often as it determines is necessary or appropriate to carry out its responsibilities under this charter. The Chair of the Committee, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this charter.

The Committee has the sole authority to retain and terminate any search firm assisting the Committee in identifying director candidates, including sole authority to approve all such search firm’s fees and other retention terms. In addition, the Committee has the sole authority to retain and terminate any compensation consultant assisting the Committee in the evaluation of director compensation, including sole authority to approve all such compensation consultant’s fees and other retention terms.

The Committee may delegate its authority to subcommittees or the Chair of the Committee when it deems such delegation to be appropriate and in the best interests of CSG.