The role of the Antitrust Compliance Committee of the Board of Directors (the "Committee") is to execute the duties assigned to the compliance committee in the Final Judgment entered by the District Court for the District of Columbia in State of New York et al. v. Microsoft Corp., No. 98-1232 (the "Final Judgment"), Section IV.B.1, and such other duties as are directed by the Board. Pursuant to the Final Judgment, the Committee is charged with hiring a Compliance Officer, who reports directly to the Committee and to the Company’s Chief Executive Officer and may be removed by the CEO only with the concurrence of the Committee.

The membership of the Committee consists of at least three directors who are not present or former employees of the Company. Each member is to be free of any relationship that, in the opinion of the Board, would interfere with his or her exercise of independent judgment. The Board appoints the chairperson.

The Committee’s specific responsibilities in carrying out its oversight role are delineated in the Antitrust Compliance Committee Responsibilities Checklist appended to this Charter. In general, the Committee is responsible for overseeing the performance of the Compliance Officer, who is charged under the Final Judgment with developing and supervising Microsoft’s internal programs and processes to ensure compliance with the antitrust laws and the Final Judgment. In the discharge of that function, the Compliance Officer is required to maintain a record of complaints received and actions taken by the Company with respect to them and to report credible evidence of violations of the Final Judgment to the Final Judgment plaintiffs. The Committee will receive regular reports from the Compliance Officer about the discharge of his or her duties, including a report on what internal compliance programs and processes are in place, complaints received and the Company’s response to them, and violations reported to the Final Judgment Plaintiffs. The Committee can authorize the conduct of further inquiries into matters reported to it for the purpose of ensuring the adequacy of the Company’s processes and programs for fulfilling its obligations under the Final Judgment and the antitrust laws.

The Committee relies on the expertise and knowledge of management, the Compliance Officer, and counsel in carrying out its oversight responsibilities. Management of the Company is responsible for conforming the Company’s conduct to the dictates of the Final Judgment and the antitrust laws generally. The Compliance Officer is responsible for developing and supervising the Company’s internal programs and monitoring the Company’s compliance with the antitrust laws and the Final Judgment. Thus, it is not the duty of the Committee to plan or conduct compliance audits, to conduct investigations, or to assure compliance with the antitrust laws, the Final Judgment, or the Company’s internal policies, procedures and controls. Rather, the Committee will oversee the work of the Compliance Officer and will receive reports from the Compliance Officer, the General Counsel and from other members of management about compliance with the Final Judgment and about other issues that may arise concerning the Company’s compliance with antitrust and competition laws. The Committee will give guidance to the Compliance Officer and to management and will report regularly to the Board.

The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.

The Company will provide the Committee with a copy of the Final Judgment and such other additional information as the Committee may request in furtherance of the discharge of its duties and responsibilities.

The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. It is authorized to adopt its own rules of procedure not inconsistent with (a) any provisions of the Resolution To Establish Antirust Compliance Committee, (b) any provisions of the Bylaws of the Company, or (c) the laws of the state of Washington.

The Committee will cause to be kept adequate minutes of all its proceedings and will report its actions to the next meeting of the Board. All members of the Committee will be furnished with copies of the minutes of each Committee meeting.

Last Revised: March 9, 2003

Microsoft Corporation Antitrust Compliance Committee Responsibilities Checklist