Board of Directors Committee Membership and Charters

The Audit Committee is the principal agent of the Board of Directors in overseeing (i) the quality and integrity of the Company's financial statements, (ii) the assessment of financial risk and risk management programs, (iii) the independence, qualifications, engagement and performance of the Company's independent accountants, (iv) the performance of the Company's internal auditors, and (v) the integrity and adequacy of internal controls and the quality and adequacy of disclosures to stockholders. In addition, the Audit Committee shall regularly review the scope and results of audits performed by the Company's independent accountants and the Internal Audit department. The Audit Committee shall also prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.

The Committee's responsibility is oversight, and it recognizes that the Company's management is responsible for preparing the Corporation's financial statements. Additionally, the Committee recognizes that financial management (including the Internal Audit staff), as well as the independent accountants, have more knowledge and more detailed information about the Company than do the members of the Committee; consequently, in carrying out its oversight responsibilities the Committee is not providing any expert or special assurance as to the Company's financial statements or any professional certification as to the independent accountants' work.

Committee Composition

The membership of the Committee shall consist of at least three members of the Board of Directors, one of whom shall serve as Chair of the Committee. The Committee shall be comprised solely of independent directors who are independent Directors as determined by the Board under the standards set forth in the Board s Corporate Governance Guidelines. No member of the Committee may receive any compensation, consulting, advisory or other fee from the Company, other than Board compensation, as determined in accordance with applicable Securities and Exchange Commission (SEC) and New York Stock Exchange (NYSE) rules. Members serving on the Audit Committee are limited to serving on two other audit committees of public companies, unless the Board of Directors evaluates and determines that these other commitments would not impair his or her effective service to the Company. In accordance with NYSE and SEC rules, all members shall be "financially literate" and at least one member shall be a "audit committee financial expert" with "accounting or related financial management expertise."

Primary Committee Responsibilities

Financial Reporting and Disclosures

1. Review and discuss the annual audited financial statements and quarterly financial statements, including disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations, to be included in the Company's annual report on Form 10-K and quarterly reports on Form 10-Q, respectively, with management and the independent accountants.

2. Review and discuss with management (including the senior internal audit executive) and the independent auditor the Company's internal controls report and the independent auditor's attestation of the report prior to the filing of the Company's Form 10-K.

3. Confirm that the independent accountants and management believe that the financial statements and periodic reports fairly present the financial position and results of operations of the Company, including (1) appropriate reserves and estimates, (2) proper selection and application of appropriate accounting policies and any judgments made, (3) disclosure of financial information that is informative and reasonably reflects the underlying transactions and events, and (4) the inclusion of any additional disclosure necessary to provide investors with a materially accurate and complete picture of the Company's financial condition, results of operations and cash flows.

4. Review and discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussions may be general (consisting of discussing the types of information to be disclosed and the types of presentations to be made), and each earnings release or each instance in which the Company provides earnings guidance need not be discussed in advance.

5. Review significant new accounting pronouncements or reporting practices as well as off-balance sheet structures and understand their impact on the financial statements.

6. Review governmental correspondence, complaints received by the Company from third parties or employees (including those that are confidential and anonymous) and published reports which raise material financial statement issues.

Independent Accountants

7. Select the Company's independent accountants, evaluate their performance, set their compensation and, where appropriate, replace the independent accountants.

8. Discuss with the independent accountants any matters required to be communicated by the independent accountants to the Committee under SAS 61 and 71 or other such auditing standards that may in time modify, supplement or replace them.

9. Pre-approve all auditing and non-auditing services provided to the Company by its independent accountants. In an effort to minimize relationships which could appear to impair the objectivity of the independent accountants, the Committee will approve the awarding of services to the independent accountants only when the services offered by the independent accountants are more effective or economical than services available from alternative providers. The Committee may delegate the authority to grant pre-approval of auditing or permitted non-audit services to one or more members of the Committee. Any pre-approvals granted by such Committee member(s) will be presented to the full Committee at its next regularly scheduled meeting for ratification.

10. Review annually the services performed by the independent accountants to ensure that they are not performing the following non-audit services for the Company: (i) bookkeeping or other services related to the accounting records or financial statements; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser, or investment banking services; and (viii) legal services and expert services unrelated to an audit.

11. Review periodically the experience and qualifications of the senior members of the independent accountant team and the quality control procedures of the independent accountants to ensure their independence and quality. This review should include, at least annually, among other things (1) consideration of the experience of the senior partner of the independent accountant to ensure that such senior partner has not performed audit services for the Company in each of the five previous fiscal years, and (2) a review of the formal written statement from the independent accountants required under applicable standards and regulations delineating all relationships between such firm and the Company, including all non-audit services performed by the independent accountants.

12. At least annually, obtain and review a report by the Company's independent accountants describing (1) the firm's internal quality-control procedures, (2) any material issues raised by the most recent internal quality-control review (or peer review) of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, regarding one or more independent audits carried out by the firm, and any steps taken to deal with any such issues, and (3) all relationships between the independent accountants and the Company.

13. Review and discuss quarterly reports from the independent accountants on (1) all critical accounting policies and practices to be used by the Company, (2) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accountants, and (3) other material written communications between the independent accountants and management, such as any management letter or schedule of unadjusted differences.

14. Resolve disagreements between management and the independent accountants regarding the Company's financial reporting, if necessary.

15. Establish and maintain a policy regarding the Company's hiring of individuals employed or formerly employed by the Company's independent accountants.

16. Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law.

Internal Auditors

17. Review the scope of audit coverage by both the independent accountants and Internal Audit, and the inter-relationship between the two, including the audit approach, staffing and internal audit budget.

18. Review with management the appointment, replacement or dismissal of the Director of Internal Audit, and review the Director's administrative reporting relationship to the CFO to ensure that independence is not impaired.

Internal Controls and Risk Assessment

19. Review with the independent accountants, the internal auditors, and members of senior management as appropriate, results, opinions, problems, difficulties and significant recommendations of audits, and management's responses to the recommendations.

20. Review and discuss the overall internal control framework of the Company to assure the adequacy of internal controls and that the Company's financial accounting and reporting control processes generally conform to internationally accepted standards for internal control, including the security and controls surrounding assets and computerized information systems, and any special audit steps adopted in light of any material control deficiencies.

21. Review the status of internal control recommendations made by the independent accountants and Internal Audit and review any audit problems or issues.

22. Review and discuss with the Company's Chief Executive and Chief Financial Officers (CEO and CFO) the procedures followed by them regarding the CEO/CFO certifications made in connection with the Company's periodic reports.

23. Review and discuss with management any issues relating to the design and implementation of the company s disclosure controls and procedures, and internal control over financial reporting. On a quarterly basis, confirm with the CEO and CFO whether there are any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to affect the company s ability to record, process, summarize and report financial information, or whether there is any alleged fraud (whether material or not) involving management or other employees with significant roles in internal controls over financial reporting.

24. Review with management and the General Counsel the status of any legal and regulatory matters that may result in a material financial impact on the Company's financial statements, including: the Company's compliance issues, threatened, pending, or ongoing litigation and outstanding matters with regulatory agencies.

25. Discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company's risk assessment and risk management guidelines, policies and procedures.

26. Establish procedures for processing and addressing complaints regarding accounting, internal controls, or auditing matters, and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

Reporting Responsibilities

27. Report at the next meeting of the Board of Directors all significant items discussed at any Audit Committee meeting.

28. Review and approve the Committee report and any other audit committee disclosure required by the SEC to be included in the Company's annual proxy statement.

Other Responsibilities

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

30. Conduct or authorize investigations into any matters within its scope of responsibilities and retain independent counsel, accountants or other professionals as necessary to assist in the conduct of any investigations.

31. Engage, set the compensation of and, where appropriate, replace independent counsel and other advisors as it deems necessary to carry out its duties. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to its independent accountants for the purpose of rendering or issuing an audit report and to any advisors employed by the Audit Committee.

32. Review and reassess the adequacy of the Audit Committee charter annually.

33. Annually evaluate the performance of the Committee.

Committee Meetings

The Audit Committee shall hold meetings at least four times each year and at any additional time as the Committee Chair or NCR's Chief Financial Officer deems necessary. The meetings will generally be held in January, April, July and October. The Committee may request that members of management and/or representatives of the independent accountants be present as needed in order to execute the Committee's primary responsibilities. At least quarterly, the Committee will meet in separate executive sessions with management, independent accountants and the Internal Audit Director. The Committee may also meet periodically as needed in executive sessions with other members of management such as the General Counsel or other persons as determined by the Committee.

Revised: October 21, 2008

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NCR Corporation - Compensation and Human Resource Committee Charter

Purpose

The Human Resource and Compensation Committee shall (a) discharge the Board’s responsibilities relating to compensation of the Company’s executives, (b) provide general oversight of the Company’s management compensation philosophy and practices, benefit programs, and strategic workforce initiatives, (c) oversee the Company’s leadership development plans, and (d) produce an annual report on executive compensation for inclusion in the Company’s proxy statement. The Committee shall report to the Board of Directors and be responsible for ensuring that the Company provides a compensation and benefits program appropriate to maintain and develop management personnel of a caliber capable of ensuring the continued success of the Company. In addition, the Committee shall ensure that such program is appropriate to attract and retain the services of key employees whose judgment, interest and effort drive the successful conduct of the Company’s operations.

Committee Composition

The Human Resource and Compensation Committee shall consist of at least two members of the Board of Directors, one of whom shall serve as Chair of the Committee. 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 Duties and Responsibilities

Management Compensation

1. Review and approve the Company’s total compensation goals, objectives and programs covering executive officers.

2. Review the competitiveness of the Company’s total executive compensation practices.

3. Evaluate and review, at least annually, the performance levels of the Chief Executive Officer and other executive officers in light of the Company’s goals and objectives, and determine the annual base salaries, equity and incentive awards, and other compensation to be paid based on this evaluation.

4. Discuss its evaluation of, and determination of compensation to, the Chief Executive Officer at executive session of the Board of Directors. In determining the incentive component of the Chief Executive Officer’s compensation, the Committee will consider the Company’s performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, the awards given to the Chief Executive Officer in past years, and other criteria deemed appropriate by the Committee.

5. Review, periodically and as when appropriate, and approve the following as they affect the Executive Officers: (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (b) any employment agreements and severance agreements; (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and (d) any special or supplementary compensation and benefits for the Executive officers and persons who formerly served as executive officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.

6. Monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and officers and with all other applicable laws affecting employee compensation and benefits.

7. Review and recommend to the Board of Directors for approval (including those that require stockholder approval) the Company’s executive compensation plans, including incentive-compensation plans, and all equity-based compensation plans. The Committee shall oversee the Company’s compliance with the requirement under NYSE rules that, with limited exceptions, shareholders approve equity compensation plans.

Human Resource and Leadership Development

8. Exercise administrative functions assigned to the Committee under the Company's various benefit plans.

9. Provide guidance as needed regarding the Company’s strategic workforce initiatives and practices, and review recommendations of Company management for major changes in compensation, benefit and retirement plans which have application to significant numbers of the Company’s total employees and which require review or action by the Board of Directors or the Company’s stockholders.

10. Review, prior to consideration by the full Board of Directors, management’s proposals to make significant organizational changes in the Company.

11. Oversee the Company’s plans for management succession and development.

12. Receive periodic reports on the Company's compensation programs as they affect all employees.

Reporting Responsibilities

13. Produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations.

14. Report at the next regular meeting of the Board all significant items discussed at any Human Resource and Compensation Committee meeting.

15. On an annual basis, report to the Board on succession planning.

Other Responsibilities and Authority

16. The Committee shall have authority to retain at the expense of the Company such outside compensation consultants, counsel, and other experts and advisors as it determines is appropriate to assist in the full performance of its functions, including sole authority to retain and terminate any compensation consultant used to assist the Committee in the evaluation of the Chief Executive Officer or other executive officer compensation, and sole authority to approve the consultants fees and other retention terms.

17. On an annual basis, evaluate the Committee’s performance and report such evaluation to the Board.

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

19. On a regular basis, but no less than annually, meet in executive session.

20. Review and reassess the adequacy of the Human Resource and Compensation Committee’s charter annually.

21. The Committee may form and delegate authority to subcommittees as it deems appropriate.

Committee Meetings

The Human Resource and Compensation Committee shall hold meetings regularly during the year and at any additional time as the Committee Chair deems necessary. The Committee shall make regular reports to the Board. The Committee may request that members of management be present as needed in order to execute the Committee’s primary responsibilities. As appropriate, the Committee expects to address significant matters with the full Board prior to determining a final action.

Revised: January 23, 2008

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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 two 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.

Director Oversight

11. 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

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

Reporting Responsibilities

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

Other Responsibilities

14. On an annual basis, evaluate the Committee's performance and report such evaluation to the Board.

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

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

17. The Committee shall have authority to retain, and terminate, at the expense of the Company such outside consultants, counsel and other experts and advisors as it determines necessary to carry out its duties.

18. The Committee may form and delegate authority to subcommittees where appropriate.

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 or other persons be present as needed in order to execute the Committee's primary responsibilities.
Revised: January 23, 2008

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NCR Corporation - Executive Committee

The Executive Committee will meet from time to time on the call of the Chairman of the Board or the Chairman of the Executive Committee if urgent action is required and shall exercise at such time all powers of the Board in the management of the business and affairs of the Company, except the power to:

declare dividends or distributions of stock;
issue stock or authorize or approve the issuance or sale, or contract for sale, of stock or determine the designation and relative rights, preferences, and limitations of a series or class of stock, except that the Board may direct the Committee to fix the specific terms of the issuance or sale or contract for sale or the number of shares of stock to be allocated to particular employees under an employee benefit plan;
recommend to stockholders any action that requires stockholder approval;
amend or repeal the Charter or Bylaws of the Company;
approve a plan of merger or share exchange not requiring stockholder approval;
amend, alter or repeal, or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board provides by its terms that it shall not be amended, altered or repealed by the action of the Committee;
take action that the Maryland General Corporation Law, the Charter or the Bylaws requires be taken by the Board and not a Committee of the Board.
Primary Responsibilities

1. Exercise the powers of the Board of Directors in the management of the business and affairs of the Company, except as limited by the Maryland General Corporation Law, the Charter and the Bylaws, when a matter of urgency requires.

Other Responsibilities

1. Report at the next regular meeting of the Board all significant items discussed at any of Executive Committee meeting.

2. Perform such other functions which from time to time may be assigned to it by the Board.

Committee Composition

The Executive Committee shall consist of three or more members of the Board of Directors, one of whom shall serve as Chair of the Executive Committee. The majority of the Committee shall not be Directors who are officers or employees of the Company. The Chairman of the Board will serve as the Chair of the Committee.

Committee Meetings

The Executive Committee will hold meetings as necessary. The Committee may request that members of management be present as needed in order to execute the Committee's primary responsibilities.

Dated: January 16, 1997

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