There will be a committee of the Board of Directors (the “Board”) of Liberty Interactive Corporation (the “Corporation”) which will be called the Nominating and Corporate Governance Committee.

The purposes of the Nominating and Corporate Governance Committee are (1) to identify individuals qualified to become Board members, and to, from time to time, recommend that the Board select the director nominees for the next annual meeting of shareholders; and (2) to review and recommend to the Board changes to the Corporate Governance Guidelines applicable to the Corporation.

The Nominating and Corporate Governance Committee will consist of at least two members. The Nominating and Corporate Governance Committee will be composed of directors who satisfy the independence requirements of The Nasdaq Stock Market, Inc.

The members of the Nominating and Corporate Governance Committee will be appointed, and may from time to time be removed, by the Board.

In furtherance of the purposes set forth above, the Nominating and Corporate Governance Committee will perform the functions and responsibilities enumerated herein as appropriate and will have all the powers of the Board necessary or desirable to perform such functions and responsibilities as may be delegated to a committee of the Board under Delaware law. Notwithstanding the enumeration of specific functions and responsibilities herein, the Nominating and Corporate Governance Committee believes that its policies and procedures should remain flexible, in order to facilitate its ability to respond to changing circumstances and conditions in fulfilling its responsibilities to the Corporation and its shareholders. The Nominating and Corporate Governance

Committee may by resolution establish its own rules and regulations, including notice and quorum requirements for all meetings.

A. The Nominating and Corporate Governance Committee will develop qualification criteria for selecting director candidates and identify individuals qualified to become Board members for recommendation to the Board.

B. The Nominating and Corporate Governance Committee will have the authority to retain and terminate any search firm to be used to identify director candidates and will have sole authority to approve the search firm’s fees and other retention terms.

C. The Nominating and Corporate Governance Committee will oversee the evaluation of management of the Corporation and the Board and make recommendations to the Board as appropriate.

D. The Nominating and Corporate Governance Committee will, from time to time, review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval.

E. The Nominating and Corporate Governance Committee may form and delegate authority to subcommittees when appropriate.



ADOPTED, by the Corporation’s Board of Directors on the 12th day of August, 2008.


Committee Members

David E. Rapley

David E. Rapley - A director of Liberty since May 2006. A director of Old Liberty from July 2002 to May 2006, having previously served as a director of Old Liberty from June 1993 to September 1994. Mr. Rapley has served as President of Rapley Consulting, Inc. since 2002. Mr. Rapley served as Executive Vice President of Engineering of VECO Corp. Alaska from January 1998 to December 2001. Mr. Rapley is a director of LGI.

Richard N. Barton

Mr. Barton has been a director of Liberty Interactive Corporation since December 2016.  He is co-founder and Executive Chairman of the board of Zillow Group, a real estate marketplace, and co-founder and Non-Executive Chairman of the boards of Glassdoor.com, a salary and reviews website for companies, and Trover, a mobile discovery network.  Prior to co-founding Zillow, Mr. Barton founded Expedia in 1994 as a group within Microsoft, which Microsoft later spun out in 1999.  He served as Expedia's President, Chief Executive Officer and as a member of its board of directors from 1999 to 2003.  Mr. Barton is a Venture Partner at Benchmark Capital and is also on the boards of Netflix and several other privately held companies.  He holds a bachelor's in general engineering: industrial economics from Stanford University and is an inaugural member of the Presidential Ambassadors for Global Entrepreneurship, appointed by President Obama in 2014.

Mark Vadon

Mr. Vadon has been a director of Liberty Interactive Corporation since October 2015.  He co-founded zulily, inc. and served as its Chairman of the Board from 2009 until September 2015.  Mr. Vadon also founded Blue Nile, Inc., an internet retailer of diamonds and fine jewelry, and served as its Chairman of the Board from 1999 to 2013 and its Chief Executive Officer from 1999 to 2008.  Prior to founding Blue Nile, Inc., Mr. Vadon was a consultant for Bain & Company, a management consulting firm, which he joined in 1992.  He currently serves on the board of directors of The Home Depot, Inc. and is Chairman of the Board of Chewy.com, LLC, an internet retailer of pet food.  Mr. Vadon holds an A.B. in Social Studies from Harvard University and an M.B.A. from Stanford University.

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