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Purpose

The Nominating and Corporate Governance Committee (the "Nominating Committee") of the Board of Directors (the "Board") of Strayer Education, Inc. (the "Company") shall identify individuals qualified to become Board members, propose Director nominees for election at the Annual Meeting of stockholders; select candidates to fill Board vacancies as they may occur; consider and make recommendations to the Board concerning the size and composition of the Board; consider from time to time and make recommendations to the Board regarding the Board committee structure and makeup; and recommend to the Board orientation materials for new Board members and continuing education materials for existing Board members, as well as retirement policies and procedures affecting Board members. The Nominating Committee shall also (i) develop and recommend to the Board a set of corporate governance principles applicable to the Company, and (ii) generally monitor the Company's corporate governance system and the Board's performance and (iii) perform any other functions or duties deemed appropriate by the Board.

Committee Membership

The Nominating Committee shall consist of no fewer than three members of the Board. Members of the Nominating Committee shall be appointed and may be removed by the Board. All members of the Nominating Committee shall meet the independence requirements of The NASDAQ Stock Market, Inc. and any other legal requirements, including requirements under the federal securities laws.

Committee Authority and Responsibilities

1. The Nominating Committee shall perform the core function of recommending nominees to the Board for the next annual meeting of stockholders. This responsibility includes working with the full Board to establish criteria for board membership, reviewing candidates' qualifications and any potential conflicts with the Company's interests, assessing the contributions of current directors in connection with their re-nomination, and making recommendations to the full Board with respect to these matters and with respect to the removal of a director. In the event that the Company is legally required by contract or otherwise to provide third parties with the ability to designate directors, the selection and nomination of such directors need not be subject to the process set forth herein.
   
   
2. The Nominating Committee shall select individuals as director nominees who shall have the highest personal and professional integrity, who shall have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the Company and its stockholders. In selecting director nominees, the Nominating Committee should assess the director's qualifications as independent, as well as consideration of skills, knowledge, perspective, broad business judgment and leadership, relevant specific industry or regulatory affairs knowledge, business creativity and vision, experience, age and diversity in its broadest sense, all in the context of an assessment of the perceived needs of the Board at that time. In addition, it is anticipated that the Board as a whole will be able to operate in an atmosphere where the positive chemistry of the individuals is a key element to the proper functioning of the Board.
   
   
3. The Nominating Committee shall review the Board's committee structure and recommend to the Board for its approval directors to serve as members of each committee. The Nominating Committee shall review and recommend committee composition annually and shall recommend additional committee members to fill vacancies as needed.
   
   
4. The Nominating Committee shall develop and recommend to the Board for its approval a set of corporate governance principles applicable to the Company and will generally monitor the Company's corporate governance system and the Board's performance. The Nominating Committee shall review the Company's corporate governance principles on an annual basis, or more frequently if appropriate, and recommend changes as necessary to the Board, as well as making other appropriate recommendations regarding the Board's operations, as may be appropriate.
   
   
5. The Nominating Committee is responsible for making recommendations to the Board regarding setting appropriate levels of compensation of non-management Board members and regarding succession planning for the Chief Executive Officer.
   
   
6. The Nominating Committee may delegate its authority to members, as the Nominating Committee deems appropriate; provided that any delegate shall report any actions taken by him or her to the whole Nominating Committee at its next regularly scheduled meeting.
   
   
7. The members of the Nominating Committee shall appoint one of their number as the Chairman. The Chairman shall be responsible for leadership of the Nominating Committee, including preparing the agenda, presiding over the meetings, making committee assignments and reporting for the Nominating Committee to the Board at its next regularly scheduled meeting following the meeting of the Nominating Committee.
   
   
8. The Nominating Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms. The Nominating Committee also shall have authority to obtain advice and assistance from internal or outside legal, accounting or other advisors it determines necessary to carry out its duties.
   
   
9. The Nominating Committee shall conduct and present to the Board an annual evaluation of the Nominating Committee's performance as compared to the requirements of its Charter. The Nominating Committee shall also oversee the any periodic evaluation process for the Board.
   
   
10. The Nominating Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

Considering Candidates to the Board

The Nominating Committee considers many factors when considering candidates for the Board. The Nominating Committee strives for the Board to be comprised of directors with a variety of experience and backgrounds and who represent the interest of stockholders as a whole. Other important factors in Board composition include diversity in its truest sense, skill, specialized expertise, level of education and/or business experience, broad-based business acumen, and experience and understanding of strategy and policy-setting. Depending upon the current needs of the Board, certain factors may be weighed more or less heavily by the Nominating Committee.

In considering candidates for the Board, the Nominating Committee considers the entirety of each candidate's credentials and does not have any specific minimum qualifications that must be met by a Nominating Committee recommended nominee. However the Nominating Committee does believe that all members of the Board should have the highest character and integrity; a reputation for working constructively with others; sufficient time to devote to Board matters; and no conflict of interest that would interfere with performance as a director. In addition, it is anticipated that the Board as a whole be able to operate in an atmosphere where the chemistry of the individuals is a key element.

In considering persons to nominate for election as common stock directors, the Nominating Committee will entertain recommendations from common stockholders that are submitted in writing to the Corporation, provided that such common stockholders (i) beneficially own more that 5% of the Corporation's common stock or (ii) have beneficially owned more than 1% of the Corporation's common stock for a least one year. Stockholders meeting such criteria may recommend candidates for consideration by the Nominating Committee by writing to Steven A. McArthur, Corporate Secretary, 1100 Wilson Boulevard, Suite 2500, Arlington, VA 22209, giving the candidate's name, contact information, biographical data and qualifications, as well as evidence of the stockholder meeting the criteria set forth above. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation. All such recommendations will be treated confidentially and will be brought to the attention of the Nominating Committee.

Stockholders who wish to nominate a director for election at an annual meeting of the stockholders of the Corporation must also comply with the Corporation's By-laws regarding stockholder proposals and nominations.