QUINTILES TRANSNATIONAL HOLDINGS INC. COMPENSATION AND TALENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER

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1 QUINTILES TRANSNATIONAL HOLDINGS INC. COMPENSATION AND TALENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER (Amended and Restated as of May 8, 2013) PURPOSE The purpose of the Compensation and Talent Development Committee (the Committee ) of the Board of Directors of Quintiles Transnational Holdings Inc. (the Company ) shall be to: Assist the Board of Directors in its responsibilities relating to the Company s compensation programs, including, but not limited to, compensation of the Company s executives and non-employee directors; and Oversee the management continuity and talent development planning processes, and evaluate succession plans for the Chief Executive Officer and other executive officer positions. Composition and Qualifications STRUCTURE AND OPERATIONS The Committee shall be comprised of three or more directors as determined by the Board of Directors. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors. Each member of the Committee must be determined by the Board of Directors to meet all applicable independence requirements set forth in the rules of the New York Stock Exchange (the NYSE ), except to the extent the Board of Directors has elected to rely upon the controlled company exemption and/or phase in provisions applicable to initial public offerings. At least two members of the Committee shall satisfy the non-employee director standard within the meaning of Section 16b-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act ) and the outside director standard within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time. Chairperson The Board of Directors shall designate one member of the Committee as the Chairperson, who will chair all regular sessions of the Committee and set the agendas for Committee meetings.

2 Authority The Committee is authorized to conduct those activities necessary to fulfill its required activities on behalf of the Board of Directors. Committee members shall be free to exercise independent and objective judgment. The Committee is authorized to expend Company resources whenever necessary to fulfill its responsibilities. Pursuant to this authority, the Committee may utilize the internal staff, internal counsel and the Company s outside counsel, as well as employ outside compensation and benefits consultants, other consultants or administrative support at the expense of the Company. In addition, the Committee shall have access to its own outside counsel and other advisors whom it may retain at the expense of the Company without prior permission of the Board of Directors or management. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications. While acting within the scope of its stated purpose, the Committee shall have all the authority of the Board of Directors. The Committee may delegate to a subcommittee of its members (including alternates) any of its functions, duties and authorities, on such terms and conditions and with such limitations (if any) as the Committee deems appropriate. The Committee may delegate to one or more officers designated by the Committee the authority to make grants to eligible individuals other than members of the Board of Directors or executive officers, provided that the Committee shall have fixed the exercise price of each such grant (or a formula for determining such exercise price) and the vesting schedule, approved the form of documentation evidencing each such grant, and determined the appropriate number of shares or the basis for determining such number of shares by position, compensation level or category of personnel. Any officer(s) to whom such authority is delegated shall regularly report to the Committee the grants so made. Any such delegation may be revoked at any time by the Committee. The Committee has sole authority to retain and terminate, or obtain the advice of, any compensation consultant, independent legal counsel or other adviser. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such adviser retained by the Committee. Prior to selecting any compensation consultant, legal counsel or other adviser, other than in-house legal counsel, the Committee shall take into consideration all factors relevant to that person s independence from management, including the following factors: (i) the provision of any other services to the Company by the adviser s employer; (ii) the amount of fees received from the Company by the adviser s employer, as a percentage of the total revenue of the employer; (iii) the policies and procedures of the adviser s employer that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the adviser with a member of the Committee; (v) any stock of the Company owned by the adviser and the adviser s immediate family; and (vi) any business or personal relationship of the adviser or the adviser s employer with an executive officer of the Company. So long as the Committee has considered the -Page 2-

3 foregoing six factors, the Committee may select, or receive advice from, any adviser, regardless of whether the adviser is independent. Notwithstanding the foregoing, the Committee is not required to conduct an independence assessment for a compensation adviser that acts in a role limited to the following activities for which no disclosure would be required under U.S. Securities and Exchange Commission (the SEC ) Regulation S-K Item 407(e)(3)(iii): (i) consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors of the Company, and that is available generally to all salaried employees, and/or (ii) providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice. Funding The Company shall provide for appropriate funding, as determined by the Committee, for payment of (i) reasonable compensation to any compensation consultant, independent legal counsel or other adviser retained by the Committee and (ii) ordinary administrative expenses of the Committee that are necessary or appropriate for carrying out its duties. MEETINGS The Committee shall meet at least four times annually, or more frequently as the Committee or its chair deems advisable. The Chairman of the Board of Directors or any member of the Committee may call meetings of the Committee. Meeting materials shall be distributed to members of the Committee in advance of the meetings. As part of its review of performance criteria and compensation of designated key executives, the Committee should meet separately at least on an annual basis with the Chief Executive Officer and any other corporate officers, as it deems appropriate. However, the Committee should also meet regularly without such officers present, and in all cases, such officers shall not be present at meetings at which their performance and compensation are being discussed and determined. All meetings of the Committee may be held by any means of communication by which all members participating may simultaneously hear each other during the meeting. All non-management directors who are not members of the Committee may attend meetings of the Committee, but may not vote. In addition, the Committee may invite to its meetings any director, member of management of the Company, and such other persons, as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities. A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee. -Page 3-

4 RESPONSIBILITIES AND DUTIES The Committee shall carry out the duties and responsibilities set forth below, which duties and responsibilities may in part be carried out by a subcommittee or other person(s) to which such duties and responsibilities have been properly delegated. These functions should serve as a guide with the understanding that Committee may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal, or other responsibilities and duties delegated to it by the Board of Directors from time to time related to the purposes of the Committee outlined in this Charter. Compensation of Executive Officers and other Employees Establish and review the overall compensation philosophy of the Company. Review and approve the Company s corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other executive officers and highly compensated employees, including annual performance objectives. Annually review and evaluate the performance of the Chief Executive Officer, including with respect to such goals and objectives, report its findings to the Board of Directors, and determine and approve, or make recommendations to the Board of Directors regarding, the annual salary, bonus, equity-based incentive and other benefits, direct and indirect, of the Chief Executive Officer. In making any such compensation determinations, the Committee may consider any factors that it deems appropriate. Review and approve, or make recommendations to the Board of Directors regarding, the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the other executive officers and highly compensated employees of the Company. In making any such compensation determinations, the Committee may consider any factors that it deems appropriate. In connection with executive compensation programs: o Review and approve, or make recommendations to the full Board of Directors with respect to, new executive compensation programs; o review on a periodic basis the operations of the Company s executive compensation programs to determine whether they are effective in achieving their intended purpose(s); o establish and periodically review policies for the administration of executive compensation programs; and -Page 4-

5 o take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance. Consider on a periodic basis whether risks arising from the Company s compensation policies and practices for all employees, including executive officers, are reasonably likely to have a material adverse effect on the Company. Establish and periodically review policies in the area of senior management perquisites and expense accounts. Incentive, Equity-Based and other Compensation Plans Review and approve, or make recommendations to the Board of Directors with respect to, the Company s incentive compensation plans and equity-based plans, and oversee the activities of the individuals responsible for administering those plans. Review and approve, or make recommendations to the Board of Directors with respect to, all awards pursuant to the Company s equity-based plans. Review the Company s regulatory compliance with respect to compensation matters. Review employee pension, profit sharing, severance and benefit plans. Review compliance by executives with the rules and guidelines of the Company s equity-based plans. Continuity, Talent Development and Succession Planning Oversee and approve the management continuity planning process. Periodically review and evaluate talent development plans for the Company s executive officers and other key employees. Periodically review and evaluate succession plans relating to the Chief Executive Officer and other executive officer positions and make recommendations to the Board of Directors with respect to the selection of individuals to occupy these positions. -Page 5-

6 Other Responsibilities Review and recommend to the full Board of Directors compensation of nonemployee directors as well as directors and officers indemnification and insurance matters. Oversee all matters relating to shareholder approval of executive compensation ( say-on-pay votes), including the frequency of such votes ( say-when-on-pay ), and consideration of the appropriate Committee response to the results of any sayon-pay and say-when-on-pay vote. Review and approve, or make recommendations to the full Board of Directors with respect to, any contracts or other transactions with current or former key executive officers of the Company, including consulting arrangements, employment contracts, change-in-control, severance, or termination arrangements, and loans to employees made or guaranteed by the Company. Report regularly to the Board of Directors with respect to matters that are relevant to the Committee s discharge of its responsibilities and with respect to such recommendations as the Committee may deem appropriate. The report to the Board of Directors shall follow each Committee meeting and may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report, except that all recommendations requiring Board of Director approval shall be presented to the Board of Directors in writing. Maintain minutes or other records of meetings and activities of the Committee. The Committee chair will review the draft meeting minutes shortly following the meeting, and the Committee will approve the minutes of each meeting at the next regularly scheduled meeting. Prepare the Compensation Committee report on executive officer compensation as required by the SEC to be included in the Company s annual proxy statement or annual report on Form 10-K filed with the SEC. Oversee the preparation of a Compensation Discussion and Analysis ( CD&A ) for inclusion in the Company s annual proxy statement or annual report on Form 10-K in accordance with the rules of the SEC. The Committee shall review and discuss the CD&A with management each year and, based on that review and discussion, determine whether or not to recommend to the Board of Directors that the CD&A be included in the Company s annual proxy statement or annual report on Form 10-K, as applicable. Perform any other activities consistent with this Charter, the Company s Bylaws and governing law, as the Board of Directors or the Committee deems necessary or appropriate. -Page 6-

7 ANNUAL PERFORMANCE EVALUATION The Committee shall perform a review and evaluation (at least annually) of the performance of the Committee, including review of the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess (at least annually) the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate. -Page 7-