Corporate Governance Guidelines

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The Board of Directors of SAIC, Inc. ("SAIC" or the "Company") recognizes the importance of strong corporate governance as a means of addressing the various needs of the Company's stockholders, employees, customers and other stakeholders. As a result, the Board of Directors has adopted the following guidelines which, together with the Company's certificate of incorporation, bylaws, committee charters and other key governance practices and policies, provide the framework for the Company's corporate governance.

The Board recognizes that ensuring that the Company observes good corporate governance practices is an ongoing endeavor. As a result, the following guidelines are subject to annual review by the Board of Directors to determine whether they continue to promote the best interests of the Company and its stockholders and comply with all applicable laws, regulations and stock exchange requirements.

Role and Structure of Board of Directors

Role of the Board

The Board of Directors governs and provides oversight over the affairs of the Company for the benefit of our stockholders, as well as our other stakeholders, particularly our employees, customers and the communities in which we do business.

The Board of Directors recognizes the central role that the Company's employee ownership culture has played in the growth and development of the Company and is committed to continuing to sustain it. Employee ownership motivates our employees to think and act as owners (because they are) as opposed to only being workers or investors. The corporate culture fostered by widespread direct participation in stock ownership through SAIC's broad-based employee ownership program motivates and empowers employees to make the Company's business successful. As such, employee ownership is both a core value and "best practice" for the management and governance of SAIC.

The Board seeks to promote the success and continuity of the Company's business by continuing to promote our employee ownership culture, elect qualified management, oversee the Company's business and activities, and develop a succession planning process and strategic plan. A fundamental goal of the Board is to build long-term value for the Company's stockholders. The Board is committed to conducting our business in a legally responsible and ethical manner.

Board Structure
The Board has determined that the optimal Board size is approximately 12 members; however, the size of the Board may change from time to time depending upon the needs of the Board and the availability of qualified candidates.

Election of Directors at Annual Meeting
Directors are elected annually by the stockholders at the annual meeting. In an uncontested election (i.e., an election in which the number of nominees does not exceed the number of directors to be elected), if any director nominee receives a greater number of votes "withheld" from his or her election than were voted "for" his or her election (a "Majority Withheld Vote"), he or she will promptly tender his or her resignation for consideration to the Board.

The Nominating and Corporate Governance Committee shall consider whether or not to accept the tendered resignation or to take some other action, taking into account the best interests of the Company and its stockholders, and communicate such recommendation to the Board. The Board will consider the Nominating and Corporate Governance Committee's recommendation and take action within ninety (90) days from the date of the certification of the election results. Thereafter, the Board will promptly disclose its decision as to whether or not to accept the tendered resignation (and the reasons for rejecting the tendered resignation, if applicable) to the public in a press release, current report on Form 8-K filed with the Securities and Exchange Commission or some other permissible manner.

Except as provided herein below, such director shall remain active and engaged in Board and committee activities during this process. Any director who tenders his or her resignation for consideration pursuant to this provision will not participate in any Nominating and Corporate Governance Committee or Board action regarding whether or not to accept the tendered resignation or to take some other action. In the event that each member of the Nominating and Corporate Governance Committee receives a Majority Withheld Vote with respect to the same election, the remaining independent directors on the Board (as determined pursuant to these guidelines) shall consider the tendered resignation amongst themselves and communicate their recommendation to the Board.

Membership Criteria
The Board has delegated to the Nominating and Corporate Governance Committee the responsibility for recommending nominees for membership on the Board consistent with the criteria established by the Board. In discharging this responsibility, the Committee receives input from the Chairman of the Board and Chief Executive Officer and shall consider candidates recommended by stockholders. The Board believes its membership should reflect a broad range of experience, knowledge and judgment beneficial to the broad business diversity of the Company. The Company expects a high level of commitment from the directors and will review a candidate's other commitments and service on other boards to ensure that the candidate has sufficient time to devote to SAIC. In recommending nominees for membership on the Board, the Nominating and Corporate Governance Committee shall observe the following principles:

• A majority of directors must meet the independence criteria set forth below.
• Based upon the desired Board size of 12 directors, no more than three directors may be employees of the Company (an "Employee Director").
• Only full-time employees who serve as either the Chief Executive Officer or a direct report to the Chief Executive Officer will be considered as candidates for an Employee Director position.
• No director may be a consultant to the Company.

Independence
Independent directors are independent of management and free from any relationship that, in the judgment of the Board, would interfere with the exercise of their independent judgment as a director. No director will qualify as independent unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Board has established the standards summarized below, and described more fully in Appendix A to these guidelines, to assist it in assessing director independence. To be considered independent, the individual:

• must not serve as an employee or executive officer of SAIC;
• must not receive any compensation from the Company other than for services as a director;
• must not be an officer or owner of a business that does a significant amount of business with the Company;
• must not be a close relative of an executive officer or director; and
• must meet any additional independence criteria established, from time to time, by the Board of Directors, the Securities and Exchange Commission and the New York Stock Exchange. To the extent additional independence criteria are established by the Board of Directors, such additional criteria shall be disclosed by the Company.

The Company will describe in its proxy statement or any other required public disclosures any relationships between the Company and an individual not otherwise covered or discussed in the standards set forth above or more fully described in Appendix A to these guidelines that were otherwise considered by the Board of Directors in determining an individual's independence.

Lead Director
In the event that the Chairman of the Board is not an independent director, the Nominating and Corporate Governance Committee shall nominate an independent director to serve as "Lead Director," who shall be approved by a majority of the independent directors. The Lead Director shall:

• chair any meeting of the independent directors in executive session;
• facilitate communications between other members of the Board and the Chairman of the Board and/or the Chief Executive Officer; provided, however, that each director shall be free to communicate directly with such individuals;
• act as a liaison to stockholders who request direct communication with the Board;
• consult with the Chairman of the Board in the preparation of the agenda for each Board meeting and in determining the need for special meetings of the Board;
• otherwise consult with the Chairman of the Board and/or the Chief Executive Officer on matters relating to corporate governance and Board performance; and
• act as Chairman of the Board if the Chief Executive Officer serving in such role is unable to perform those duties.

Limit on the Number of Other Board Memberships
Independent directors should not serve on more than four other boards of publicly traded companies in addition to the Company's Board of Directors. In addition, the Nominating and Corporate Governance Committee considers each director's other commitments as a factor in determining the nominees to be recommended for election or reelection. An Employee Director may not serve on the board of more than two other public companies. Any outside board membership of Employee Directors or other executive officers must be approved in advance by the Chief Executive Officer.

Change of Responsibility of Director

Any director who retires from his or her principal current employment, or who materially changes his or her current position, shall tender a letter of resignation that provides for the resignation only being effective upon Board acceptance. The Nominating and Corporate Governance Committee shall then recommend whether the Board should accept the resignation based on a review of whether the individual continues to satisfy the Board's membership criteria.

Resignation Policy for Employee Directors
Employee Directors shall resign from the Board upon their resignation, removal or retirement as an officer of the Company or if they do not otherwise satisfy the criteria for Board membership.

Retirement Age
The Board has adopted a standard retirement age of 72 for independent directors and 65 for Employee Directors. It is the general policy of the Nominating and Corporate Governance Committee not to nominate candidates for re-election at any annual stockholder meeting to be held after he or she has attained the applicable retirement age. Individuals over the applicable retirement age may stand for election as directors only with (i) the approval of the Chairman of the Board, Lead Director and Chair of the Nominating and Corporate Governance Committee, (ii) the recommendation of the Nominating and Corporate Governance Committee, (iii) a two-thirds vote of the directors then in office, and (iv) a determination by the Board of Directors that circumstances of significant benefit to the Company exist, which will be described in the Company's proxy statement. In no event shall a director stand for election beyond the age of 73.

Term Limits
The Board has considered but has decided not to impose arbitrary limits on the number of terms a director may serve. The Board believes that directors who have served on the Board for an extended period of time are able to provide valuable continuity and insights based on their experience and thorough understanding of the Company's history, practices and objectives. As an alternative to term limits, the Board believes that the evaluation and nomination process will ensure that the Company has a properly constituted and functioning Board.

Board Meetings

Agenda for Board Meetings
The Chairman of the Board shall establish the agenda for each Board meeting, after consulting with the Lead Director. Board members are encouraged to submit their ideas for agenda items to the Chairman as far in advance of a Board meeting as possible. In addition, at the beginning of the Company's fiscal year, the Chairman of the Board, after consulting with the Lead Director, will establish a tentative schedule of subjects to be discussed during the year. During at least one meeting each year, the Board shall review the Company's long-term strategic plans, succession plan and critical issues that the Company expects to confront in the future.

Advance Distribution of Materials
Information and data that are important to the Board's understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors before the meeting. The Secretary will distribute meeting materials at least one week before each regularly scheduled Board meeting and as far in advance of special meetings as possible. Directors are responsible for reviewing these materials in advance of the meeting. The Board acknowledges that certain items to be discussed at a Board or committee meeting may be extremely confidential or time-sensitive, making the advance distribution of these materials inappropriate or impractical.

Director Attendance at Board and Annual Meetings
Directors are expected to attend regularly scheduled meetings of the Board of Directors and the Annual Meeting of Stockholders in person. Telephonic attendance at regular Board meetings is permitted in extenuating circumstances with the approval of the Chairman of the Board.

Executive Sessions of Independent Directors
Each regularly scheduled Board meeting will include an executive session of the independent directors without Employee Directors or management personnel present. The independent directors will meet in executive session at other times at the request of any independent director. Matters to be discussed in executive session may include compensation, management performance, succession planning, corporate governance and other sensitive topics. The Lead Director shall preside over the executive sessions of the independent directors.

Director Compensation

Role of Board and Compensation Committee
The Compensation Committee will periodically review director compensation, with the assistance of an independent compensation advisor, and recommend the form and amount of director compensation for approval by the Board. The Board will approve the form and amount of director compensation in accordance with the policies and principles set forth below.

Form of Compensation
The Board believes that directors should be incentivized to focus on long-term stockholder value. Including equity-based compensation as a significant part of director compensation helps align the interest of directors with those of the Company's stockholders.

Amount of Compensation
The Company seeks to attract exceptional talent to its Board. Therefore, the Company's policy is to compensate independent directors competitively relative to comparable companies. In determining director compensation, the Compensation Committee and the Board of Directors understand that the independence of directors could be questioned if director compensation and perquisites exceed customary levels. The Compensation Committee shall, from time to time, present a director compensation report to the Board, comparing the Company's director compensation with that of comparable companies. The Board believes that it is appropriate for the Lead Director, Committee chairs and Committee members to receive additional compensation for their services in those positions if they are independent directors.

Director Stock Ownership
The Board believes that directors should acquire and hold shares of Company stock in an amount that is meaningful and appropriate. Directors may elect to defer some or all of any cash component of compensation to be paid in Company stock. To encourage directors to have a direct and material investment in Company stock, the Board has adopted stock ownership guidelines that encourage directors to hold shares of the Company's stock with a value of at least five times the annual retainer, to be achieved within three years of joining the Board.

Employee Directors
Employee Directors shall receive no additional compensation for Board or committee service.

Committee Matters

Key Committees and Structure of Committees
The principal committees of the Board of Directors are the Audit Committee, Compensation Committee, Ethics and Corporate Responsibility Committee, Finance Committee, and Nominating and Corporate Governance Committee. The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee shall be comprised entirely of independent directors.

Assignment of Committee Members
The Nominating and Corporate Governance Committee is responsible for recommending to the Board of Directors the directors to be appointed to each committee of the Board. The Nominating and Corporate Governance Committee will consider the skills and qualifications of each director, as well as the interests of individual directors, in making assignments. Committee Chairs shall be recommended by the Nominating and Corporate Governance Committee and selected by the Board of Directors.

Committee Charters
Each committee has its own charter. The charters will set forth the purposes, goals and responsibilities of the committees as well as qualifications for committee membership. The charters also will provide that each committee will annually evaluate its own performance. The Nominating and Corporate Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of each committee charter. After consulting with the committee chair, the Nominating and Corporate Governance Committee will recommend appropriate changes to the committee charters to the Board of Directors for approval.

Selection of Agenda Items
The chair of each committee, in consultation with the members of the committee and appropriate members of management, will develop the committee's agenda. Meeting materials are prepared and provided to committee members sufficiently in advance of meetings to allow adequate time for meeting preparation.

Frequency and Length of Committee Meetings
The chair of each committee, in consultation with the committee members, will determine the frequency and length of committee meetings consistent with any requirements set forth in the committee's charter.

Attendance at Committee Meetings
Attendance of non-directors at Committee meetings is not allowed without the prior approval of the Committee Chair. Non-member directors may only attend meetings of the Audit, Compensation, Ethics and Corporate Responsibility, Finance and Nominating and Corporate Governance Committees with the prior approval of the Committee Chair.

Reports to the Board
Each committee will report material issues to the Board and will provide meeting minutes or oral reports of its activities to the Board of Directors at the Board's regularly scheduled meetings.

Access to Management, Outside Advisors and Third Parties

Board Access to Management
Directors have full and free access to officers and employees of the Company. Any meeting or contact that a director wishes to initiate may be arranged through the Chief Executive Officer or the Secretary or directly by the director. Directors shall use their judgment to ensure that such contact is not disruptive to the business operations of the Company.

Attendance of Non-Directors at Board Meetings
The Board welcomes attendance at Board meetings by selected senior executives of the Company. Senior executives, from time to time, may bring additional Company personnel into Board meetings who (i) can provide additional insight on the items being discussed because of personal involvement in these areas or (ii) appear to be persons with future potential who should be given exposure to the Board. Attendance of non-directors at Board meetings must be approved by the Chairman of the Board and coordinated with the Secretary.

Access to Outside Advisors
The Board and each committee have the power to consult with legal, financial, compensation or other advisors, as they deem necessary or appropriate. No advance approval or consultation with an officer of the Company is required, but a Committee chair seeking to retain an advisor should consult with the Lead Director or Chairman of the Board, as appropriate, before retaining the advisor. The Company shall pay the fees and expenses of such advisors.

Board Interaction with Institutional Investors and the Press
The Board believes that the Chief Executive Officer and his designees speak for the Company. Individual Board members should avoid making public comments or communicating to the press concerning matters involving the Company without prior authorization of the Chief Executive Officer. The Board will give appropriate attention to written communications submitted by stockholders and other interested parties and will respond if and as appropriate.

Director Orientation and Continuing Education

Director Orientation
The Company's management, as directed by the Board, shall conduct a mandatory orientation program for new directors. The agenda for the orientation shall be determined by the Chairman of the Board, with input from the Nominating and Corporate Governance Committee, the Chief Executive Officer and the General Counsel. The orientation program shall include presentations by management to familiarize new directors with the Company's strategic and financial plans, any risk management issues, its legal responsibilities and compliance programs, its Standards of Business Ethics and Conduct Handbook (the "Ethics Handbook"), its principal officers, and its internal and independent auditors. New directors are required to complete the Company's ethics training course and to comply with the ethics policies contained in the Ethics Handbook. In addition, the orientation program shall include a review of the Company's expectations of its directors in terms of time and effort and a review of the directors' fiduciary duties.

Continuing Education
The Board and management will provide updates and presentations on new legal and compliance issues as warranted by developments in the law or by best practices. The Company expects directors to participate in continuing education opportunities on the Company's organization, business units, strategic plan, significant financial, accounting and risk-management issues, governance policies and the Ethics Handbook. Existing directors are expected to complete the Company's ethics training course upon reelection and to comply with the applicable ethics policies contained in the Ethics Handbook. The Company also expects each director to participate in external continuing director education programs as necessary to enable the director to better perform his or her duties and to recognize and deal appropriately with issues that arise. The Company shall pay all reasonable expenses related to continuing director education.

Annual Performance Evaluation of the Board
The Board will conduct an annual review of its performance to determine whether the Board is functioning effectively. The Nominating and Corporate Governance Committee will oversee the annual self-evaluation of the Board by determining the nature of the evaluation, supervising the conduct of the evaluation, preparing an assessment of the Board's performance, and discussing the results with the Board. These annual self-evaluations shall include an evaluation of whether the individuals sitting on the Board bring the necessary skill sets and experience to the Company, and whether the Board is working effectively as a group.

Leadership Development

CEO and Executive Officer Performance Evaluation
The Compensation Committee of the Board annually evaluates the performance of the Chief Executive Officer and other Executive Officers based on a specific set of performance objectives. The Compensation Committee shall determine and approve the Chief Executive Officer's compensation and shall report such determination to the Board.

Succession Planning
The Board of Directors believes it is critical to the success of the Company that continuity of leadership is ensured and that a succession plan exists for the Chief Executive Officer and other key officers. The Nominating and Corporate Governance Committee of the Board evaluates and makes recommendations to the Board on candidates for the position of Chief Executive Officer in the event that a vacancy arises or is anticipated to arise, through the death, disability, retirement or resignation of the Company's Chief Executive Officer. The Nominating and Corporate Governance Committee also is responsible to ensure that processes are in place for management development and succession throughout the leadership ranks.

Ethics and Corporate Responsibility Code of Ethics

The Ethics Handbook applies to members of the Board of Directors, as well as the Company's employees, agents and consultants when they are representing or acting for the Company. In addition, the Board of Directors has adopted a Code of Ethics for Principal Executive Officer and Senior Financial Officers ("Code of Ethics") that applies to the Chief Executive Officer, the President, the Chief Financial Officer, the Controller and the Treasurer which supplements the Ethics Handbook.

Conflicts of Interest

The Ethics Handbook and other related policies of the Company provide that all employees, executive officers and directors must act in the best interests of the Company and refrain from engaging in any activity or having a personal interest that presents or creates the appearance of a "conflict of interest." The Board of Directors recognizes that actual or perceived conflicts of interest may raise questions among stockholders and others as to whether such transactions are consistent with good corporate governance and are in the best interests of the Company and its stockholders. Accordingly, as a general matter, the preference of the Board is to avoid situations involving actual or perceived conflicts of interest. Nevertheless, it is also recognized that there are certain transactions and situations that may be in, or may not be inconsistent with, the best interests of the Company and its stockholders.

In the event that an executive officer of the Company has an unavoidable conflict of interest or seeks a waiver of a provision of the Code of Ethics, the officer shall notify the Secretary, who shall arrange for the Ethics and Corporate Responsibility Committee or Audit Committee of the Board, as appropriate, to consider the request. It is the policy of the Board generally not to waive a conflict of interest or a requirement of the Code of Ethics applicable to any executive officer. The waiver shall be granted only if such approval is obtained. The Ethics and Corporate Responsibility Committee or Audit Committee shall advise the Board whenever a request for a waiver of the Code of Ethics or conflict of interest issue has been considered by the committee and the results of the committee's evaluation of the issue.

With respect to members of the Board of Directors, because of the business relationships that a director may have outside of the Company, it is possible that actual or potential conflicts of interest may develop as a result of actions contemplated by the Company or another person. In the event a director has an actual or potential conflict of interest with respect to a matter involving the Company, whether or not under consideration by the Board, the director shall inform the Secretary, which shall refer the matter to the Ethics and Corporate Responsibility Committee for its consideration and assessment. To the extent that the actual or proposed conflict of interest may be material to a consideration of the director's independence, the Secretary shall also notify the Chairman of the Board and the Nominating and Corporate Governance Committee to consider what action, if any, may be required. In the case of a conflict of interest that is of a material nature, the director may be required to tender his or her resignation.

Interlocking Directorships
Interlocking director relationships are prohibited. In other words, directors who are also officers of the Company cannot serve on another director's Board if that director is also an officer of that company.

Communication with Directors
Stockholders and employees may contact directors by writing to them either individually, the independent directors as a group, or the entire Board of Directors at the address indicated below. Anyone who has a concern about the Company's conduct, or about the Company's accounting, internal accounting controls or auditing matters, may communicate that concern to the Board of Directors, the independent directors, or the chair of the appropriate Board committee, such as the Audit Committee. Such communications may be confidential and anonymous, and may be reported by written communication, phone or via the world wide web to the toll-free phone number or internet address published on the Company's website. All such concerns will be promptly forwarded to the appropriate directors for their review. Communications addressed to all directors or the independent directors as a group may be forwarded to the Lead Director who will determine if the communications should be distributed to additional directors based on the nature and content of the communication. The independent directors may direct special treatment, including the retention of outside advisors or counsel, for any concern addressed to them. The Company's Ethics Handbook prohibits any retaliation or adverse action being taken against anyone for raising an integrity concern.

Written communications to individual directors, the independent directors as a group, or the entire Board of Directors can be sent to them c/o Corporate Secretary, SAIC, 10260 Campus Point Drive, M/S D-7, San Diego, CA 92121. Employee concerns regarding accounting, internal accounting controls, or auditing matters may be submitted in writing addressed to: Chairman, Audit Committee, SAIC, 10260 Campus Point Drive, M/S G2, San Diego, CA 92121, or by telephone to the Ethics Hotline (800) 435-4234. The correspondence will be sent to the Chair of the Audit Committee who will determine the appropriate manner for investigating and responding to the concern.

Corporate Governance Guidelines Updates

Revision to Corporate Governance Guidelines
The Nominating and Corporate Governance Committee will review these governance principles at least annually and recommend appropriate changes to the Board of Directors for approval.

Appendix A - Definition of Independence

The following persons shall not be considered an independent director of the Company**:

A. a director who is, or at any time during the past three years was, employed by the Company or by any parent or subsidiary of the Company, or has been an officer of the Company at any time;

B. a director who has accepted (or whose Family Member has accepted) any payment from the Company or any subsidiary during the current fiscal year or who has accepted in excess of $120,000 in any twelve-month period within the past three fiscal years, other than compensation for Board or Board Committee service or payments attributable to such person's ownership of the Company's capital stock (including (without limitation) proceeds received in connection with sales of stock in the Company's limited secondary market maintained prior to its initial public offering);

C. a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the Company or by any parent or subsidiary of the Company as an executive officer;

D. a director who is a partner in, or a controlling shareholder or an executive officer or employee of, or who has a Family Member who is a partner in, or a controlling shareholder or an executive officer of any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 2% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more;

E. a director of the Company who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Company serve on the compensation committee of such other entity;

F. (i) a director who is a current partner or employee of a firm that is the Company's internal or external auditor; (ii) a director who has a Family Member who is a partner of such firm; (iii) a director who has a Family Member who is a current employee of such a firm and who personally works on the Company's audit; (iv) or a director who was, or has a Family Member who was within the last three years, a partner or employee of such a firm and personally worked on the Company's audit within that time.

G. a director who does not meet the requirements of an "outside director" under Section 162(m) of the Internal Revenue Code of 1986, as amended.

For purposes of the above, the term "Family Member" means a person's spouse, parents, children, siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law, and anyone who resides in such person's home.