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COMPREHENSIVE DEFINITION OF C.G:

C.G means that how the companies are managed and by whom they are managed.

CORPORATE GOVERNANCE PRACTICES OF AMAZON.COM:

I. Responsibility of the Board

The Board of Directors is responsible for the control and direction of the Company. It represents

and is accountable only to shareowners. The Board's primary purpose is to build long-term

shareowner value.

II. Board Composition

The Board believes that there should at all times be a majority of independent directors on the

Board. The Board also believes it is appropriate that the Chief Executive Officer serve as a

director. An independent director is a person that meets the definition of independent under

applicable Nasdaq requirements and does not have any other relationship with Amazon.com

which, in the opinion of the Board, would interfere with the exercise of independent judgment in

carrying out director responsibilities.

III. Executive Session

The independent directors of the Board shall meet periodically in executive session.

IV. Committees

The current committees of the Board are the Audit Committee, the Leadership Development and

Compensation Committee and the Nominating and Corporate Governance Committee. The

committees keep the Board informed of their actions and provide assistance to the Board in

fulfilling their oversight responsibility to the shareowners. All members of each committee will

be directors whom the Board determines are independent as provided in Section II above, with

members of the Audit Committee meeting the additional Nasdaq and SEC requirements for audit

committee member independence.

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V. Director Election and Resignation

The Board will nominate for election or re-election as director, and will appoint to fill vacancies

and new directorships, only candidates who agree to tender irrevocable resignations that will be

effective upon (i) the failure to receive a sufficient number of votes for re-election at any

shareowner meeting at which they face re-election and (ii) Board acceptance of such resignation.

If an incumbent director fails to receive the required vote for re-election, the Nominating and

Corporate Governance Committee will determine whether the Board should accept the director's

resignation and will submit such recommendation for prompt consideration by the Board. The

Board expects the director whose resignation is under consideration to abstain from participating

in any decision regarding that resignation. The Nominating and Corporate Governance

Committee and the Board may consider any factors they deem relevant in deciding whether to

accept a director's resignation.