Amended and Restated as of June 23, 2005

  1. Members. The Board of Directors (“Board”) of Trump Entertainment Resorts, Inc. (“Company”) shall appoint a Corporate Governance and Nominating Committee (“Committee”) comprised of at least two (2) directors, and shall designate one member of the Committee as its chairperson, to serve at the pleasure of the Board. Each Committee member shall be an independent director under the rules of the exchange on which the Company is listed and the Board’s independence standards as set forth in the Company’s Corporate Governance Guidelines.
  2. Purposes, Duties and Responsibilities. The purposes of the Committee shall be to: develop and recommend to the Board the governance processes and principles applicable to the Company; oversee the periodic evaluation of the Board and committees; recommend Committee composition and chairpersons; review director independence; and, generally, have a leadership role in shaping the Company’s corporate governance policies.

    Pursuant to the Voting Agreement, dated as of May 12, 2005, by and among the Company and the Stockholders (as defined therein), certain parties have the right to designate certain Board members. Subject to these restrictions, the Committee, if asked by any such party with the right to designate a Board member or by the Board, shall make non-binding recommendations regarding: composition needs of, and other qualification considerations for, the Board and its Committees; individuals qualified to become members of the Board; and procedures regarding the consideration of shareholder suggestions for candidates for nomination to the Board.

    Specifically, the duties and responsibilities of the Committee shall include:
    1. Reviewing the Company’s corporate governance practices and guidelines, and recommending appropriate changes thereto.
    2. Coordinating and overseeing the annual self-evaluation of the role and performance of the Board and its committees.
    3. Recommending for Board approval the composition of Board Committees and chairpersons for such Committees.
    4. Recommending for Board approval determinations as to director independence.
    5. If requested, reviewing the compositional needs of the Board and developing and recommending criteria for use in identifying and evaluating prospective Board candidates; and identifying and reviewing the qualifications of Board candidates.
    6. If requested, recommending potential director nominees that satisfy the qualification criteria developed by the Committee.
    7. If requested, overseeing the Company’s policies and procedures for the receipt of shareholder suggestions regarding Board composition and recommendations of candidates for nomination by the Board.
    8. Producing any Committee report as required by law or regulation.
    9. Annually evaluating the performance of the Committee.
    10. Reviewing and assessing the adequacy of this Charter on an annual basis, and recommending appropriate changes.
  3. Meetings. A majority of the members of the Committee shall constitute a quorum. The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, either in person or telephonically. The Committee shall maintain minutes of its meetings and regularly report its activities to the Board.
  4. Delegation. The Committee may form, and delegate its responsibilities to, a subcommittee consisting of one or more Committee members or other independent directors, when appropriate.
  5. Outside Advisor. The Committee will have the sole authority (and resources necessary) to retain and terminate such director search advisor as it determines appropriate to assist the Committee in the performance of its functions and to approve the fees and other retention terms for such advisor.