1. Director Qualifications

A majority of the members of the Board of Directors (the "Board") must qualify as independent directors in accordance with the applicable provisions of the Securities Exchange Act of 1934, the rules promulgated thereunder and the applicable listing standards of the NASDAQ Stock Market (collectively, the "Independence Rules"). The Nomination and Governance Committee of the Board is responsible for reviewing with the Board the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole. This assessment will include consideration of individual skills, experience and perspectives that will help create an outstanding, dynamic and effective Board to represent the interests of the stockholders. The policy of the Nomination and Governance Committee is to consider all properly submitted stockholder candidates for membership on the Board as well as candidates submitted by current Board members and others. Any stockholder of the Company wishing to submit a candidate for the Nomination and Governance Committee's consideration must provide a written notice recommending the candidate to the Secretary of the Company at 500 Oracle Parkway, Mailstop 5 op 7, Redwood City, CA 94065 or by fax at 1-650-506-3055 (with a confirmation copy sent by mail).

The written notice must include the candidate's name, biographical data and qualifications and attach a written consent from the candidate agreeing to be named as a nominee and to serve as a director if elected. Nominees for director will be selected by the Nomination and Governance Committee in accordance with the policies and principles in its charter and the procedures set forth herein. In selecting the nominees, the Nomination and Governance Committee will assess the candidates' independence (as defined in the Independence Rules), character and acumen and will endeavor to collectively establish a number of areas of core competency of the Board, including business judgment, management, economics, accounting and finance, legal, marketing, industry and technology knowledge, international business, leadership and strategic vision. Further criteria include a candidate's personal and professional ethics, integrity and values, as well as the willingness and ability to devote the substantial time necessary to effectively serve on the Board.

The Nomination and Governance Committee will seek Board endorsement of the final candidates recommended by the Committee. The same identifying and evaluating procedures apply to all candidates for director, whether submitted by stockholders or otherwise. The Board will periodically evaluate the appropriate size of the Board and make any changes it deems appropriate. The Board does not believe that it should establish term limits for its members. While term limits could help insure that there are new ideas and viewpoints available to the Board, the Board recognizes the value of continuity of directors who have experience with the Company and who have gained over a period of time a level of understanding about the Company and its operations that enable the director to make a significant contribution to the deliberations of the Board.

2. Majority Voting for Directors

If a nominee for director in an uncontested election of directors (i. e., an election other than one in which (i) the number of director nominees exceeds the number of directorships subject to election or (ii) proxies are being solicited by a person other than Oracle Corporation), does not receive the vote of at least "the majority of the votes cast" at any meeting for the election of directors at which a quorum is present and no successor has been elected at such meeting, the director will promptly tender his or her resignation to the Board of Directors. For purposes of this corporate governance policy, "the majority of votes cast" means that the number of shares voted "for" a director's election exceeds 50% of the number of votes cast with respect to that director's election. "Votes cast with respect to that director's election" shall include votes to withhold authority but shall exclude abstentions and failures to vote with respect to that director's election.

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