ONE LIBERTY PROPERTIES, INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

OF THE BOARD OF DIRECTORS

CHARTER

I.          Purpose

            The Nominating and Corporate Governance Committee (the “Committee”) is responsible for creating and maintaining the overall corporate governance policies for One Liberty Properties, Inc. (the “Company”) and for identifying, screening, recruiting and presenting director candidates to the Board of Directors (the “Board”).  The Committee also nominates directors for committee membership.

II.          Membership

            The Committee shall be comprised of three or more members, each of whom must qualify as an independent director (“Independent Directors”) under the listing standards of the New York Stock Exchange.

            The members shall be nominated by the Committee and appointed annually to one-year terms by the Board.  Unless a chair is elected by the Board, the members of the Committee may designate a chair by majority vote of the full Committee membership.  The members shall serve until their resignation, retirement, removal by the Board or until their successors shall be appointed and qualify.  No member of the Committee shall be removed except by majority vote of the Independent Directors then in office.

III.                  Meetings and Procedures

-                      no subcommittee shall consist of fewer than two members, and

-                      the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

IV.                Responsibilities and Duties

The Committee shall have the following duties and responsibilities:

IMPLEMENT POLICIES REGARDING CORPORATE GOVERNANCE MATTERS

ASSESS BOARD MEMBER NEEDS AND RECOMMEND NOMINEES


MAKE RECOMMENDATIONS REGARDING COMMITTEE MEMBERSHIPS

EVALUATION OF THE BOARD.

V.                  Performance Evaluation

VI.                Investigations and Studies; Outside Advisors

(OLP/04/OLPNOMINATINGCHARTER04)