Lead Director

The lead director is an independent director responsible for:

• coordinating the activities of the independent directors;



• presiding over the executive sessions of the independent directors;



• collaborating with the chairman and chief executive officer on setting board meeting schedules and agendas; and



• assisting with the oversight of the annual performance evaluation of the board and the chief executive officer.

Mr. Bailey serves as Hospira's lead director.

Audit Committee

The audit committee will be composed solely of directors who are independent and financially literate, as required by the New York Stock Exchange and the Securities Exchange Act of 1934. At least one member of the committee must have accounting or related financial management expertise. The functions of this committee will include:

• meeting periodically with Hospira management, internal auditors and independent auditors regarding the company's internal controls, accounting and financial reporting;



• appointing and evaluating the independent auditors;



• reviewing and discussing Hospira's financial statements and earnings press releases with management and independent auditors;



• establishing procedures for the receipt, retention and treatment of complaints received by the company regarding accounting matters, and the confidential, anonymous submission by Hospira employees of concerns regarding questionable accounting matters;

Both the independent auditors and the internal auditors will regularly meet privately with the audit committee and have unrestricted access to the audit committee.

Ms. Bowles (chair), Dr. Curran, Mr. Staley and Dr. Wheeler serve on the audit committee.

Compensation Committee

The compensation committee will be composed solely of independent directors who are not Hospira employees. The functions of this committee will include:

• reviewing and determining the executive officers' compensation;



• reviewing and, as it deems appropriate, recommending to the board of directors, policies, practices and procedures relating to the compensation of Hospira's officers, other managerial employees and non-employee directors and the establishment and administration of Hospira's employee benefit plans; and



• exercising authority under Hospira's employee equity incentive plan and management incentive plans.

Mr. Hale (chair), Dr. Sokolov and Mr. von Prondzynski serve on the compensation committee.

Governance and Public Policy Committee

The governance and public policy committee will be composed solely of independent directors. The functions of the committee will include:

• developing the general criteria for selecting members of the board of directors and assisting the board in identifying and attracting qualified candidates;



• recommending to the board of directors the nominees for election as directors and considering Hospira's director qualification criteria;



• recommending to the board of directors persons to be elected as executive officers;



• reviewing and assessing the adequacy of Hospira's corporate governance guidelines;



• providing general oversight of Hospira's compliance programs, policies and procedures; and



• providing general oversight of Hospira's political and charitable activities.

Dr. Curran (chair), Mr. Bailey, Ms. Bowles and Mr. Hale serve on the governance and public policy committee.

Science, Technology and Quality Committee

The science, technology and quality committee provides general oversight of Hospira’s research and development and technology initiatives, as well as oversight of Hospira's quality and safety initiatives.

Dr. Wheeler is chairperson of the committee. All directors serve on the science, technology and quality committee.