I. PURPOSE:

The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors of Seagate Technology (the “Company”) shall provide assistance to the Board of Directors in fulfilling its responsibility to shareholders of the Company and the investment community by:

1. Identifying individuals qualified to become directors (consistent with criteria approved by the Board of Directors) and recommending that the Board of Directors select the candidates for all directorships to be filled by the Board of Directors or by the Company’s shareholders.
   
   
2. Reviewing and making recommendations to the Board of Directors with respect to any shareholder proposal that relates to corporate governance, including director candidates recommended by a shareholder.
   
   
3. Recommending to the Board of Directors a set of corporate governance guidelines applicable to the Company and overseeing the implementation of those guidelines.
   
   
4. Overseeing the evaluation of the Board of Directors and its committees.
   
   
5. Otherwise taking a leadership role in shaping the corporate governance of the Company.

II. STRUCTURE AND OPERATIONS:

Composition:
The Committee shall be comprised of three (3) or more members of the Board of Directors, each of whom shall meet the independence standards set forth in The NASDAQ Stock Market LLC listing standards, as determined by the Board of Directors.   A majority of the members of the Committee shall be necessary to constitute a quorum, and in every case the affirmative vote of a majority of the members shall be necessary for the taking of any action.

Appointment and Removal:
The members of the Committee shall be appointed by the Board of Directors, and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal.  The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.

Committee Chair:
Unless a Chair is elected by the full Board of Directors, the members of the Committee shall designate a Chair by majority vote of the full Committee membership.  The Chair shall be entitled to cast a vote to resolve any ties.  The Chair will chair all regular sessions of the Committee and set the agendas for Committee meetings.

Delegation to Subcommittees:
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.

III. MEETINGS

1. The Committee shall meet at least two times annually, or more frequently as circumstances dictate.  The Chair of the Committee or any member of the Committee may call meetings of the Committee.  All meetings of the Committee may be held telephonically.
   
   
2. The Committee may invite to its meetings any director, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. 
   
   
3. The following functions shall be commonly recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter:

Board Selection, Composition and Evaluation:

A. Recommend to the Board of Directors criteria for the selection of new directors to serve on the Board of Directors.

B. Identify individuals believed to be qualified as candidates to serve on the Board of Directors (consistent with criteria approved by the Board of Directors) and recommend that the Board of Directors select the candidates for all directorships to be filled by the Board of Directors or by the shareholders at an annual or special meeting.

C. Review and make recommendations to the full Board of Directors regarding whether members of the Board of Directors should stand for re-election. 

D. Establish and oversee a procedure for the consideration of director candidates recommended by the Company’s shareholders and make recommendations to the Board regarding such candidates.

E. Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates to serve on the Board of Directors. 

F. The Committee shall have sole authority to retain and to terminate any search firms to be used to assist it in identifying candidates to serve as directors of the Company, including sole authority to approve the fees payable to such search firm and any other terms of retention.

G. Consider questions of independence and possible conflicts of interest of members of the Board of Directors and Senior Executives of the Company.

H. Oversee the Company's Related Person Transaction Policy regarding the policies and procedures for the review, approval and ratification of related person transactions, as defined in applicable Securities and Exchange Commission rules, and review and approve or ratify related person transactions.

I. Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board of Directors so that the Board of Directors has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.

J. Oversee the evaluation of the Board of Directors and its committees and evaluate the performance of individual directors annually.

Committee Selection and Composition:

K. Recommend members of the Board of Directors to serve on the committees of the Board of Directors. 

L. Recommend the purpose, structure and operations of the various committees of the Board of Directors, the qualifications and criteria for membership on each committee of the Board of Directors and, as circumstances dictate, make any recommendations regarding periodic rotation of directors among the committees and impose any term limitations of service on any committee of the Board of Directors.

Corporate Governance:

M. Recommend to the Board of Directors a set of corporate governance guidelines applicable to the Company, oversee the implementation of those guidelines, and review the guidelines at least annually and recommend changes to the Board of Directors as appropriate.

N. Consider policies relating to meetings of the Board of Directors.  This may include meeting schedules and locations, meeting agendas and procedures for delivery of materials in advance of meetings.

O. Review and make recommendations to the Board with respect to any shareholder proposal that relates to corporate governance.

P. Evaluate the contingency plans for interim succession for the Chief Executive Officer and Chief Financial Officer in the event of an unexpected occurrence.

Q. Oversee the Company's share ownership requirements for directors, annually confirm that the requirements are being maintained, and update the requirements as necessary and appropriate.

Reports:

R. Report regularly to the Board of Directors (i) the results of each meeting of the Committee following such meeting, (ii) such other matters as are relevant to the Committee’s discharge of its duties and (iii) such recommendations as the Committee shall deem appropriate.

S. The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter.