2003 Committee Charter : CARS

CAPITAL AUTOMOTIVE REIT
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Purpose:
The purpose of the Nominating and Corporate Governance Committee ("Committee") of the Board of
Trustees (the "Board") of Capital Automotive REIT (the "Company") is to provide counsel to the Board
with respect to: (a) identifying and recommending to the Board individuals to stand for election and
reelection to the Board by the Company's shareholders at the Company's Annual Meeting of
Shareholders and to fill vacancies that may arise from time to time; (b) developing and making
recommendations to the Board for the creation, and ongoing review and revision of a set of effective
corporate governance guidelines that promote the competent and ethical operation of the Company (the
"Guidelines") and a policy governing ethical business conduct of all employees and trustees of the
Company (the "Code of Business Conduct"); (c) making recommendations to the Board as to the
membership of committees of the Board, including a chairman for such committees; and (d) fulfilling the
duties set forth below and such other responsibilities as may be delegated to the Committee by the Board
from time to time.
Composition:
The Committee shall be composed of two or more trustees who are "independent," as such term is defined
from time to time in the Securities Exchange Act of 1934 (the "Exchange Act"), the NASD Manual and
the rules and regulations of the Nasdaq Stock Market (the "NASD Manual") and other laws and
regulations applicable to the Company and the Committee. Prior to approving a trustee's appointment to
the Committee, the Board shall have determined, upon the advice of the Committee, that such trustee
satisfies the foregoing independence requirements as well as any additional independence requirements
established from time to time by the Board in the Guidelines.
The initial Committee members shall be elected by the Board and will serve until their successors are
duly elected and qualify. Once established, the Committee shall recommend, for approval of the full
Board, one of its members to serve as Chairman of the Committee. In addition, from time to time as it
sees fit, the Committee shall recommend to the full Board for its approval the removal of trustees from
the Committee or the appointment of additional trustees to the Committee.
Compensation:
The Committee members shall be entitled to compensation for being members of the Committee as such
fees are established from time to time by the Board in accordance with the Guidelines. Each member of
the Committee shall be entitled to be reimbursed for reasonable out-of-pocket expenses incurred by such
member in attending meetings of the Committee and in performing his/her duties as a member of the
Committee. No member of the Committee shall receive from the Company any compensation other than
his/her fees for serving as a trustee and a member of the Committee or any other committee of the Board.
Meetings:
The Committee shall meet at least one (1) time per year, which meeting shall be held at some time prior
to the Company's Annual Meeting of Shareholders, and at such other times as determined by the
Chairman of the Committee to be necessary or appropriate for the Committee to carry out its duties and
responsibilities. Meetings of the Committee shall be called by the Chairman of the Committee, the CEO
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or majority of the members of the Committee. Except for the regular annual meeting of the Committee,
notice of any meeting of the Committee shall be given in the manner provided for in the Bylaws of the
Company for meetings of the Board and its committees.
The provisions set forth in the Company's Bylaws for meetings of the Board and its committees shall
govern the quorum and voting requirements for all meetings of the Committee.
The Committee shall be required to keep a record of its actions and proceedings and shall report to the
Board at the next meeting of the Board following the Committee meeting with such report to include
recommendations for Board actions when appropriate.
Duties, Powers and Responsibilities:
The duties, powers and responsibilities of the Committee shall include the following:
(a) Developing and recommending the Guidelines to the Board
(b) Developing and recommending the Code of Business Conduct to the Board
(c) Recommending to the Board the names of qualified persons to fill vacancies on the Board
or any of the Board's committees as they occur
(d) Recommending to the Board prior to each Annual Meeting of Shareholders a slate of
nominees for election or reelection to the Board seats which are up for election at such
annual meeting
(e) Seeking out and evaluating candidates to serve on the Board in accordance with the
factors listed, and criteria established, in Section 1(e) of the Guidelines
(f) Considering suggestions for Board membership submitted by shareholders in accordance
with the notice provisions and procedures set forth in the Company's Bylaws
(g) Recommending to the Board, subject to the provisions of the Guidelines, the membership
of the Board's committees, including a chairman for each of those committees
(h) Recommending to the Board the size of the Board in light of the operating requirements
of the Company
(i) Recommending to the Board the removal of trustees from the Board or any of the
Board's committees
(j) Making initial determinations for recommendation to the Board as to whether each
trustee or trustee candidate is independent for purposes of service on the Board and on
the Board's committees
(k) Making initial determinations for recommendation to the Board as to whether each
trustee or trustee candidate is an "audit committee financial expert," as that term is
defined from time to time in the Exchange Act, the NASD Manual and other laws and
regulations applicable to the Company and the Audit Committee of the Board of Trustees
of the Company (the "Audit Committee")
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(l) Making initial determinations for recommendation to the Board as to whether each Audit
Committee member or Audit Committee member candidate has the requisite financial
knowledge to serve on the Audit Committee
(m) Reviewing periodically, both independently and with the Company's General Counsel, in
light of changing conditions, new legislation, regulations and other developments, the
Company's Guidelines and making recommendations to the Board with respect to
modifications to the Guidelines as the Committee deems appropriate
(n) Reviewing periodically, both independently and with the Company's General Counsel, in
light of changing conditions, new legislation, regulations and other developments, the
Company's Code of Business Conduct and making recommendations to the Board with
respect to adoption and modification of such policy as the Committee deems desirable
(o) Evaluating the performance of the Board and each trustee on an annual basis
(p) Providing to the Board a report on the Committee's activities after each meeting of the
Committee
(q) As the Committee deems necessary and in its sole power, retaining a search firm or
similar consultant to identify potential trustee candidates, and approving all fees and
terms of any such engagement
(r) Reviewing and assessing the adequacy of the Committee charter periodically and
amending the Committee charter as conditions dictate
(s) Performing such other duties and responsibilities as may be delegated to the Committee
by the Board from time to time
Limitations on Authority:
The selection and nomination of any trustees to be selected by the holders of any class of the Company's
preferred shares of beneficial interest will not be subject to the selection or nomination process of the
Committee.
Annual Performance Evaluation:
The Committee shall on an annual basis conduct an evaluation of its performance.
Disclosure of Charter:
This charter will be made available on the Company's website at www.capitalautomotive.com.