Adopted February 29, 2004




A. Purposes of the Committee


The purposes of the Corporate Governance and Nominating Committee (the "Committee") of the Board of Directors (the "Board") of Boykin Lodging Company (the "Company") are to


(i)  identify individuals qualified to become Board members consistent with criteria approved by the Board, and to select or recommend to the Board the director nominees for each annual meeting of shareholders;

(ii)  recommend board committee structure, membership and operations;

(iii)  recommend to the Board corporate governance policies and principles applicable to the Company; and 

(iv)  oversee the Board in its annual review of the Board's performance.


B. Composition of the Committee


The Committee will consist of no fewer than three directors. Each member of the Committee must qualify as an independent director under the standards established by the New York Stock Exchange. The members of the Committee will be appointed by and serve at the pleasure of the Board. Vacancies on the Committee may be filled by the Board, and members of the Committee may be removed only by the Board.


C. Meetings and Procedures of the Committee


The Committee shall meet at least two times annually and more frequently as circumstances require. The Board shall designate one member of the Committee as its Chairperson. The Chairperson will establish the meeting calendar, set the agenda for each meeting and preside at each meeting. Committee members may suggest the inclusion of matters for the agenda. The Chairperson or a majority of the members of the Committee may call special meetings of the Committee. The Committee may form subcommittees of not fewer than two members for any purpose that the Committee considers appropriate and may delegate to such subcommittees such power and authority as the Committee considers appropriate.


The Committee may request that any director, officer or employee of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such information as the Committee requests.


The Committee may meet outside the presence of the Company's executive officers.


D. Committee Authority and Responsibilities




  a. Selecting New Directors; Committees

   (i) The Committee, in consultation with the Board, shall determine the desired skills and attributes for Board members and conduct searches for prospective Board members whose skills and attributes reflect those desired.

   (ii) The Committee shall make recommendations to the Board regarding all nominees for Board membership and those director nominees to be elected by the Board to fill interim vacancies. The Committee will consider candidates submitted by shareholders. Shareholders may submit to the Committee, in care of the Company, the names of director candidates together with a statement regarding the candidates' qualifications.

   (iii) The Committee shall recommend to the Board annually a slate of director nominees to be elected at the annual meeting of the Company's shareholders.

   (iv) The Committee shall, after consultation with counsel and the respective committee chairpersons, recommend to the Board the structure and membership qualifications for board committees in compliance with applicable regulatory requirements. The Committee shall recommend directors to serve as committee members.

   (v) The Committee has authority to obtain advice and seek assistance from internal or external legal, accounting or other advisers. The Committee also has the sole authority to retain and terminate any search firm to be used to identify director candidates and has the sole authority to approve any such firm's fees and other retention terms. 

  b.  Evaluation of the Board and Management

   (i) The Committee shall develop, administer and oversee an annual performance review of the Board.

   (ii) The Committee shall work with the other Board committees to ensure an effective and consistent process for annual committee reviews. 

   (iii) The Committee shall oversee the annual evaluation of management.

  c.  Oversight of Corporate Governance Guidelines

   (i) The Committee shall review and reassess the adequacy of the Guidelines for Corporate Governance and Board Nomination of the Company and recommend any proposed changes to the Board for approval.

   (ii) The Committee shall advise the Board as a whole on corporate governance matters.

  d.  Annual Performance Evaluation of the Committee

   (i) The Committee shall review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.

   (ii) The Committee shall review its own performance annually.

  e. Additional Activities

    The Committee may perform any other activities consistent with this charter, the Company's regulations and governing law as the Committee or the Board considers appropriate.