The by-laws of the Strayer Education, Inc. (the "Company") provide that, in the case of uncontested elections, each director is elected by a majority of the votes cast with respect to the director. If an incumbent director is not elected by the requisite majority vote at an annual or special meeting held for the purpose of electing directors (where the election is uncontested), he or she shall offer to resign from the Board of Directors (the "Board") promptly following the date of final calculation of the election results. The Nominating and Corporate Governance Committee (the "Committee") will evaluate any such offer to resign in light of the best interests of the Company. The Committee will make a recommendation to the Board to accept or reject such an offer to resign and may make a recommendation to take other action. The Board will consider the Committee's recommendation, as well as any other factors it deems relevant, which may include the director's qualifications, the director's past and future contributions to the Company, the overall composition of the Board and committees of the Board, whether accepting the tendered resignation would cause the Company to fail to meet any applicable rule or regulation (including the NASDAQ rules and the requirements of federal securities laws) and the percentage of outstanding shares represented by the votes cast at the meeting. The Board will publicly disclose its decision whether to take any action, and the rationale behind its decision, within 90 days from the date of final calculation of the election results. A director who has offered to resign will not participate in the deliberations of the Committee or in the Board's consideration of the committee's recommendation with respect to that director.

Adopted and effective as of February 10, 2009