POLICY REGARDING DIRECTOR NOMINATIONS AND

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

This Policy sets forth certain guidelines to be followed by the Board of Directors (the "Board") of Ampex Corporation (the "Company") with respect to nominations of directors and communications with stockholders, in order to ensure the effectiveness of the Board and its representation of the Company's stockholders.

I. Director Nominations.

Nominations for election to the Board shall be made by the Nominating and Corporate Governance Committee of the Board (the "Committee") in accordance with its Charter, this policy and the Company's Corporate Governance Guidelines and By-Laws.

II.  Procedures for Stockholder Nominees and Recommendations.

Stockholders may nominate candidates for election as Company directors by following the procedures set forth in the Company's By-Laws.

The Board believes that the criteria to be used by the Committee in evaluating director candidates recommended by management, the Board, the Committee and third parties should be sufficient for evaluating director candidates that may be recommended from time to time by the Company's stockholders.  Accordingly, with respect to any director candidates who are recommended by the Company's stockholders but not formally nominated in accordance with the procedures set forth in the Company's By-Laws, the Committee will consider such candidates, and will evaluate such candidates on the same basis, using the same criteria, as it evaluates candidates recommended by management, the Board, the Committee and any third parties.

Stockholders wishing to make recommendations of director candidates to be considered for election to the Board should submit their recommendations, including the name and pertinent information about each candidate, by following the procedures set forth below under "III. Other Communications with Stockholders." 

III. Other Communications with Stockholders.

Stockholders who wish to contact the Board, a Board committee or any individual Board members may do so by writing to the Secretary of the Company at its principal executive offices.  The Secretary shall collect and organize such stockholder communications, and shall determine which of them shall be distributed to the Board or Board members, as appropriate, depending on the facts and circumstances outlined in the communication and any instructions for processing such communications that may be conveyed to the Secretary from time to time by the Board or individual Board members.  For example, if any complaints regarding accounting, internal accounting controls and auditing matters are received, the Secretary shall forward them to the Chairman of the Audit Committee for review.