I.  PURPOSE

The primary function of the Corporate Governance and Nominating Committee ("Committee") of the Board of Directors ("Board") of Applied Materials, Inc. ("Company") is to develop, maintain and oversee the Company's corporate governance guidelines; oversee the composition, structure and evaluation of the Board and its committees; and assist the Board in identifying individuals qualified to be directors.

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II.  COMPOSITION

The Committee shall be comprised of not less than three directors, each of whom shall be independent, as such term is defined by Securities and Exchange Commission ("SEC") and Nasdaq Marketplace ("Nasdaq") rules. Members of the Committee shall be appointed and may be removed by the Board. One member of the Committee shall be the Chair.

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III.  RESPONSIBILITIES AND DUTIES

In carrying out the purposes set forth above, the Committee shall:

Nomination of Directors

• Identify potential candidates for the Board; evaluate their qualifications, independence, character and acumen; and approve director nominees to be recommended to the Board for election by stockholders at the Company's Annual Meeting of Stockholders. Director nominees shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment, and, together with other nominees, shall effectively serve stockholders' long-term interests and contribute to the Company's overall corporate goals.
• Develop and review periodically policies and procedures for considering stockholder nominees for election to the Board, and evaluate such nominees.
• Review from time to time the skills and characteristics necessary and appropriate for directors in the context of the Company's current needs and the Board's current composition, and endeavor to collectively establish a diversity of background and experience in a number of areas of core competency of the Board, including: business judgment; management; accounting and finance; knowledge of the industries (including the technologies and markets) in which the Company operates; understanding of manufacturing and service; leadership; strategic vision; knowledge of international markets; marketing; crisis / risk management; research and development; government, and other skills that would enhance the Board's effectiveness. Directors must also have an inquisitive and objective perspective, the ability to make independent analytical inquiries, practical wisdom and sound and mature judgment. The Board should be composed of directors who represent diverse experience at policy-making levels in various areas that are relevant to the Company's global activities.
• Review from time to time and, if appropriate, recommend changes to the Board relating to: the process by which the Committee identifies and evaluates nominees; any minimum qualifications that the Committee believes a candidate must meet; and any specific quality or skill that the Committee believes is necessary for one or more of the Company's directors.
• In accordance with the Company's policy of requiring directors to submit a letter offering to resign upon a change in the director's full-time employment (as set forth in the Corporate Governance Guidelines), review the appropriateness of continued Board membership of such directors and recommend to the Board the action it deems appropriate to be taken with respect to each such offered resignation.
• In accordance with the Company's majority voting policy, as set forth in the Corporate Governance Guidelines, consider the resignation offer of any nominee for director who, in an uncontested election, receives a majority of withheld votes, and recommend to the Board the action it deems appropriate to be taken with respect to each such offered resignation.
• Review from time to time the Board's committee structure and recommend to the Board for its approval directors to serve as members of each committee and to act as the Chair of each committee.

• Review from time to time and periodically update, as appropriate the procedures and requirements for stockholder communications with directors.

• Review annually the corporate governance guidelines approved by the Board and their application, and recommend any changes deemed appropriate to the Board for its consideration.
• Oversee the Board's annual performance and self-evaluation process, including, without limitation, conducting surveys of director observations, suggestions and preferences regarding how effectively the Board and each committee operates.
• Monitor and safeguard the independence of the Board (assuring that the majority of the Board continues to be independent), and review any potential conflict of interest between a director and the Company and any potential violation of the Company's Standards of Business Conduct by a director.
• Review, as appropriate, the Company's practices and policies with respect to directors, including retirement policies, the size of the Board, the ratio of employee directors to non-employee directors, the meeting frequency of the Board and the structure of Board meetings and make recommendations to the Board with respect thereto.
• Conduct a periodic review of the Company's succession planning process and assist the Board in evaluating this process.
• Review the disclosures included in the Company’s proxy statement regarding the Company's director nomination process and other corporate governance matters.
• Review any proposals submitted by stockholders for action at the Annual Meeting of Stockholders and make recommendations to the Board regarding action to be taken in response to each such proposal.
• Periodically review the Company's corporate governance policies and recommend to the Board modifications to the policies as appropriate.

The Committee shall meet at least annually or more frequently as appropriate.
 
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