NATIONAL RIFLE ASSOCIATION OF AMERICA OFFICE OF THE PRESIDENT 11250 WAPLES MILL ROAD FAIRFAX, VIRGINIA 22030 CONFIDENTIAL OLIVER L. NORTH \v . Preszdent . .5. John Frazer Secretary General Counsel, National Ri?e Association of America Charles Cotton Chairman of the Audit Committee, National Ri?e Association of America April 11, 2019 Dear John and Charles: Attached is a copy of my contract with Ackerman McQueen, dated 15 May 2018. Also attached is an amendment to my contract, dated 31 December 2018. I provide these contracts pursuant to the agreement to keep them con?dential as re?ected in Mr. Brewer?s email of 4 April 2019. The contracts contain con?dentiality provisions that are standard in the media industry, and Ackerman McQueen has agreed to extend these provisions to cover the NRA pursuant to the agreement to keep the contracts con?dential. As you are aware, my contract and work with Ackerman McQueen on NRATV is well known at the NRA. Wayne knew about my contract from its inception, because it was his idea that I leave my job at Fox News, become President of NRA, and enter into a contract with Ackerman McQueen to work on NRATV. Wayne helped negotiate the contract. I have understood at all times, the contract was approved by the NRA because Wayne was instrumental in creating it, and that it was in the best interest. Last year, the Audit Committee approved and rati?ed my Ackerman McQueen contract on 8 September 2018. See the attached Audit Committee resolution, which presumably was approved by Wayne and Mr. Brewer. More recently, some have expressed confusion about my contract. I would like to clear that up. I ask the Audit Committee to do two things to resolve this issue: First, I ask the Audit Committee to again review and ratify my contract and the 31 December amendment in which I voluntarily reduced my salary to save the NRA money. Charles, thank you for the invitation to propose a resolution to guide this process. I propose the attached resolution for the Audit Committee?s consideration. As I understand it, this proposed resolution re?ects best practices in corporate governance and can be a good process model going forward. The Audit Committee should take guidance from the counsel as well. (703) 267-1040 (703) 267-3 909 fax I assumed that there was a good governance practice in connection with the September 2018 approval of my contract, but I was not involved in that process and there apparently have been recent questions regarding whether that procedure met ?best practices.? I want to be sure we adhere to best practices in the analysis and approval of my contract and in everything we do. Second, as all are aware, the division of my labor has changed since the inception of my contract with Ackerman McQueen. I spend well over 50 hours a week on work supporting and advancing the NRA, but because of the dif?cult ?nancial situation I am spending much more time on the road raising money and membership for the NRA than originally anticipated. This, of course, is being done with the full blessing of Wayne and the Board, but it also means that I am less available for NRATV. This shift is consistent with the reduction in resources devoted to NRATV. I would like the Audit Committee?s review, analysis, and its resolution to re?ect this shift in my work because I want all concerned to understand howl am devoting my time in furtherance of the mission, and the extent to which I am being compensated. This is re?ected in the attached proposed resolution. My contract with Ackerman McQueen is important to me not just because of the pay for my work supporting and advancing the NRA through NRATV, fundraising, membership development, leadership, etc., but also because of the health insurance it provides for my wife who is not well. Going forward, I think the appropriate NRA Committees should consider and recommend a change in our Bylaws to re?ect that our next NRA President should be compensated by the NRA for the performance of his or her duties. And, as we now do, if the President (or other of?cer or board member) has a contract with any NRA vendor, contractor, or related party, that contract should be part of our review and approval process and af?rmed by our Board of Directors. Semper Fidelis, Oliver North IS MORE THAN A SLOGAN FOR US. MARINES. IS A WAY OF LIFE NATIONAL RIFLE ASSOCIATION OF AMERICA AUDIT COMMITTEE RESOLUTION REGARDING LTCOL CONTRACT WITH ACKERMAN MCQUEEN [Date] WHEREAS the undersigned are members of the Audit Committee of the Board of Directors of the National Ri?e Association of America; WHEREAS pursuant to the bylaws and practice, the Audit Committee has the authority to consider, approve, disapprove, authorize actions or decline to authorize actions that may pose a potential con?ict of interest with the NRA and/or that relate to executive compensation; WHEREAS LtCol Oliver North has been serving as President of the NRA since September 2018; WHEREAS LtCol North performs signi?cant work for the NRA by virtue of his dedication to the NRA and his role as President of the NRA, including substantial fundraising, membership development work, and leadership work; WHEREAS LtCol North has been an employee of Ackerman McQueen at the request to perform work on NRATV since May 15, 2018; WHEREAS the Audit Committee has received and reviewed in detail LtCol North?s contract with Ackerman McQueen, dated May 15, 2018; WHEREAS the Audit Committee has received and reviewed in detail the Amendment to LtCol North?s contract with Ackerman McQueen, dated December 31, 2018, in which he voluntarily reduced his salary; WHEREAS LtCol North has conveyed to the Audit Committee that the division of his labor has changed since the inception of his contract with Ackerman McQueen. LtCol North conveyed that he is spending well over 60 hours a week supporting and advancing the NRA, but because of the present dif?cult ?nancial situation he is dedicating more time on the road raising money and membership for the NRA. This shift is consistent with the reduction in resources devoted to NRATV, and is bene?cial to and at the request of the WHEREAS LtCol North has a long record of proven leadership qualities, including a proven ?lndraising record, and has vast experience in the ?eld of high-pro?le television reporting and production; WHEREAS LtCol North has a long record of strong support from the membership of the NRA, as re?ected in his repeated ?rst-place standing in the number of votes he receives in the election of our Board of Directors; WHEREAS the Audit Committee, consistent with best practices, has deliberated on these matters and wishes to document its ?ndings; NOW, THEREFORE, the Audit Committee after receiving appropriate and suf?cient information resolves as follows: RESOLVED that the Audit Committee reaf?rms its September 6, 2018 resolution that LtCol North?s contract with Ackerman McQueen is fair, reasonable, and in the best interest of the RESOLVED that the Audit Committee reaf?rms its approval and rati?cation of LtCol North?s contract with Ackerman McQueen; RESOLVED that the Audit Committee reaf?rms its approval and rati?cation of LtCol North?s continued participation in the Ackerman McQueen contract during his service on the NRA Board and as President of the RESOLVED that the Audit Committee approves and rati?es the December 31, 2018 Amendment to LtCol North?s contract with Ackerman McQueen, re?ecting his voluntary reduction in salary; RESOLVED that LtCol North?s compensation pursuant to the Ackerman McQueen contract is fair, reasonable, in the best interest of the RESOLVED that LtCol North shall continue to abstain from participating in or seeking to in?uence any deliberations or votes regarding Ackerman McQueen; RESOLVED that LtCol North shall report to the Audit Committee any material change in the terms of his contract with Ackerman McQueen prior to the execution of that change; and RESOLVED that this Consent Resolution may be executed in counterparts. IN WITNESS WHEREOF, this Written Consent Resolution has been executed by the members of the Audit Committee of the Board of Directors of the National Ri?e Association as of April 2019. Charles L. Cotton, Chairman David G. Coy, Vice Chairman Curtis S. Jenkins Herbert A. Lanford, Jr. Carolyn D. Meadows