Mergers and Acquisitions Committee Charter

September 2008

Purpose
The Mergers and Acquisitions Committee (the "M&A Committee") of BMC Software, Inc. (the "Company") is appointed by its Board of Directors (the "Board") to review and assess, and assist the Board in reviewing and assessing, potential acquisitions, strategic investments and divestitures. The M&A Committee will have the authority to take all actions on behalf of the Board as is set forth in this Charter.

Membership
The M&A Committee will consist of three or more members of the Board. Every member of the M&A Committee must meet the independence requirements of the NASDAQ, any other regulatory requirements applicable to the Company and any additional independence requirements set forth in the Company’s Corporate Governance Guidelines. The members of the M&A Committee may be replaced by the Board at any time.

Authority and Responsibilities

1. Review, and provide guidance to management and the Board with respect to, the Company's acquisition, investment and divestiture strategies.
2. Assist management and the Board with the identification of acquisition, investment and divestiture opportunities.
3. Oversee management and the Board's due diligence process with respect to proposed acquisitions, investments and divestitures.
4. Review acquisition, investment and divestiture candidates with management, when and as appropriate. In connection with such review, the M&A Committee has the following authority and responsibilities:

• $20-50 million cash acquisitions, investments or divestitures: Consider proposed cash acquisitions, investments or divestitures involving a total purchase price as estimated by management in excess of $20 million but not in excess of $50 million, and, if applicable, approve such transactions on behalf of the Board and provide a summary to the Board of the activity and the rationale at the next quarterly Board meeting; provided, however, that the M&A Committee shall have the discretion to require full Board approval for any acquisition of a company with material contingent liabilities; and
• $50+ million acquisitions, investments or divestitures or any acquisitions utilizing Company equity: Consider and make recommendations to the full Board as to proposed acquisitions, investments or divestitures utilizing Company equity or involving a total purchase price as estimated by management in excess of $50 million.

In the case of acquisitions, investments or divestitures that are approved by the M&A Committee pursuant to the above parameters, the full Board shall be informed of such decision.

5. Retain and terminate advisors to assist in discharging its duties, including approving such advisors' fees and retention terms.
6. Provide a report of its meetings and activities to the full Board on a regular basis.

Organization

1. The M&A Committee meets as frequently as necessary to fulfill its responsibilities.
2. A quorum of the M&A Committee consists of a majority of its members. All actions of the M&A Committee must be approved by a majority vote of the members present, unless there are only two members present, in which case such actions require a unanimous vote.
3. Voting may be conducted verbally and the results, together with all other business conducted at each meeting, will be recorded in the minutes of the meeting.
4. In conjunction with the Corporate Governance Committee and its evaluation process, the M&A Committee annually reviews its own performance and the adequacy of this Charter.