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					                                    SERENA SOFTWARE, INC.

                          OF THE BOARD OF DIRECTORS
                             (Amended on August 15, 2007)


The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”)
of Serena Software, Inc. (the “Company”) is to assist the Board in discharging its responsibilities relating
to compensation of the Company’s chief executive officer (the “CEO”) and other executive officers;
oversee and advise the Board on the adoption of policies that govern the Company’s compensation
programs, including stock and benefit plans; and administer stock option plans of the Company to the
extent not otherwise performed by the Board.


The members of the Committee will be appointed by the Board and serve at the discretion of the Board.
The Committee will consist of at least two members of the Board. Unless the Board designates a
chairperson, the members of the Committee may designate a chair by majority vote of the Committee. A
majority of the members of the Committee will constitute a quorum for the transaction of the business of
the Committee.


The Committee has the authority to undertake the specific duties and responsibilities listed below and will
have the authority to undertake such other duties as the Board may authorize from time to time. The
principal responsibilities of the Committee are as follows:

    1. Determination of Executive Officer Compensation

            a. Review at least annually the compensation and compensation programs applicable to the
               CEO and other executive officers of the Company, including, without limitation, salary,
               bonuses, equity-based compensation, severance arrangements, change-in-control
               arrangements, perquisites and other forms of compensation.

            b. Evaluate at least annually the performance of the CEO, and review at least annually the
               CEO’s evaluation of the performance of the other executive officers, in light of their
               respective goals and objectives.

            c. Report the Committee’s recommendations regarding the annual compensation of the
               CEO and other executive officers to the Board for review and approval by the non-
               management directors of the Board. All determinations regarding the compensation of
               the CEO shall be made outside the presence of the CEO.

            d. Review and approve any interim changes to compensation and compensation programs
               applicable to the CEO and other executive officers of the Company. Any changes will be
               reported to the non-management directors of the Board at the next regularly scheduled
               meeting of the non-management directors of the Board.
       e. Review and approve all offer letters and/or employment agreements for new executive
          officers of the Company, other than the CEO. Any offer letter and/or employment
          agreement with the CEO will be subject to approval by the non-management directors of
          the Board.

       f.   Review and discuss with management the disclosures contained in the “Compensation
            Discussion and Analysis” section of the Company’s annual reports, proxy statements
            and/or registrations statements with the Securities and Exchange Commission, and make
            recommendations to the Board regarding the inclusion of the information in these filings.

2. Equity Incentive Plans

       a. Act as administrator of the Company’s long-term incentive compensation plans,
          including stock option plans and other equity-based plans (collectively, “Plans”), and
          discharge the responsibilities of the Committee imposed under the Plans. The Committee
          will, subject to the terms of the Plans, (i) approve all stock option grants and other awards
          under the Plans; (ii) determine the eligibility of participants under the Plans; (iii) interpret
          and amend the Plans; (iv) approve all forms of stock option agreements and other awards
          under the Plans; (iv) adopt, amend, terminate or suspend any rights under stock options
          and other awards under the Plans; (v) establish sub-plans under the Plans; (iv) determine
          acceptable forms of consideration for the purchase of the Company’s common stock
          under the Plans; and (v) exercise such other power and authority as may be permitted or
          required under the Plans.

       b. Review and make recommendations to the Board, for its approval, of any new Plans and,
          if necessary, amendments to existing Plans, including changes in the number of shares
          reserved for issuance under existing Plans.

3. Other Responsibilities

       a. Review at least annually the Company’s general compensation strategy and programs
          applicable to non-executive employees of the Company.

       b. Review and recommend to the Board, for its approval, compensation programs applicable
          to independent directors of the Board.

       c. Review and approve all contracts or agreements with current or former executive
          officers, including employment offers, employment contracts, consulting agreements,
          indemnification agreements, severance agreements and change-in-control agreements,
          and any amendments, renewals or extensions thereof.

       d. Review at least annually the adequacy of the Committee's charter and recommend to the
          Board for its approval any changes to the Committee’s charter.

       e. Perform activities as may be required by applicable laws and regulations and such other
          activities consistent with this charter and the Company's certificate of incorporation and
          bylaws as the Committee or the Board may deem necessary or appropriate.


The Committee may conduct or authorize investigations into or studies of matters within the Committee’s
scope of responsibility with full access to all books, records, facilities, and personnel of the Company.
The Committee may, at the expense of the Company, retain compensation consultants, legal counsel,
accountants, and other advisors to assist it in connection with its functions as it deems necessary or
appropriate. The Company will provide for appropriate funding, as determined by the Committee, for
payment of any advisors employed by the Committee pursuant to this charter. The Company will pay the
ordinary administrative expenses of the Committee that are necessary or appropriate for carrying out of its


The Committee will conduct such regular and special meetings as the Committee or its chairperson deems
necessary or appropriate. Meetings may be held telephonically. In lieu of a meeting, the Committee may
act by unanimous written consent.


The Committee will maintain written minutes of its meetings, which minutes (and any action by
unanimous written consent in lieu of a meeting) will be filed with the minutes of the meetings of the


The Committee will report to the Board on such matters as the Committee determines are necessary or
appropriate in the discharge of its duties.


The Committee may, to the extent permitted under applicable laws and regulations, the Plans and the
Company’s certificate of incorporation and bylaws, delegate to a subcommittee comprised of one or more
Committee members the authority to make grants of stock, stock options and other equity awards to
employees of the Company or any subsidiary of the Company who are not the CEO, executive officers or
directors of the Company, provided that no such grant or award shall exceed the applicable limit(s)
established by the Committee.


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