ALLIANCE DATA SYSTEMS CORPORATION
NOMINATING & CORPORATE GOVERNANCE COMMITTEE
Revis ed as of December 6, 2006
The Nominating & Corporate Governance Committee (the “Governance Committee”) is a
committee of the Board of Directors (the “Board”) of Alliance Data Systems Corporation (the
“Company”). Its primary functions are to (1) assist the Board by identifying individuals
qualified to become Board members and to recommend to the Board the director nominees for
the next annual meeting of stockholders; (2) recommend to the Board the director nominees for
each committee; (3) develop and recommend to the Board a set of corporate governance
principles applicable to the Company and to reevaluate these principles on an annual basis; and
(4) lead the Board in its annual review of the Board’s performance and the Corporate
Governance Guidelines. The Board may revise the Corporate Governance Guidelines when it is
deemed to be in the best interests of the Company and its stockholders to do so.
In meeting its responsibilities, the Governance Committee shall be empowered to:
Board Candidates and Nominees
? Propose to the Board a slate of nominees for election by the stockholders at the
annual meeting of stockholders, as well as prospective director candidates in the
event of the resignation, death or retirement of directors or a change in Board
? Develop criteria for the selection of directors, including procedures for reviewing
potential nominees proposed by stockholders.
? Review with the Board the desired experience, mix of skills and other qualities to
assure appropriate Board composition, taking into account the current Board
members and the specific needs of the Company and the Board.
? Conduct candidate searches, interview prospective candidates and arrange programs
to introduce the candidates to the Company, its management and operations, and
confirm the appropriate level of interest of such candidates.