PENN NATIONAL GAMING, INC.

BOARD OF DIRECTORS

NOMINATING COMMITTEE CHARTER

 

 

ORGANIZATION

 

Membership

 

The Nominating Committee ("Committee") of the Board of Directors (the "Board") of Penn National Gaming, Inc. ("Company") shall consist of three "independent directors", as such term is defined in the rules and regulations adopted by the Nasdaq Stock Market ("Nasdaq") and the Securities and Exchange Commission ("SEC"). Membership on the Committee shall be determined and approved annually by the Board upon the recommendation of the Committee. The Chairman of the Committee shall be appointed by the Board. Should any member of the Committee cease to be independent, such member shall immediately resign his or her membership on the Committee.

 

Meetings

 

The Committee shall meet as frequently as necessary (at least once each year). A majority of the members of the Committee shall constitute a quorum for the transaction of business. Minutes are recorded by the Secretary to the Committee. Approval by a majority of the members present at a meeting at which a quorum is present shall constitute approval by the Committee. The Committee may also act in any manner the Board is authorized to act, including by unanimous written consent without a meeting.

 

BASIC FUNCTION AND PURPOSE

 

The role of the Nominating Committee is to:

 

recommend, for the Board's selection, nominees for director;

 

 

identify qualified individuals to become Board members; and

 

 

assist the Board in determining the structure, composition and size of the Board and its committees.

RESPONSIBILITIES

 

The Committee, in consultation with the Chairman of the Board and the Chief Executive Officer, shall:

 

1.

Review and make recommendations on the range of skills and expertise which should be represented on the Board, and the eligibility criteria for individual Board and committee membership, which shall be in accordance with the rules and regulations of any governmental or regulatory body exercising authority over the Company, including, without limitation, the SEC and Nasdaq.

 

 

2.

Review and recommend to the Board the appropriate structure, composition and size of the Board and its committees.

 

 

3.

Identify and recommend, for the selection by a majority of the independent directors of the Board, potential candidates for election or re-election to the Board.

 

 

4.

Have authority to retain and terminate any search firm to be used to identify director candidates, including authority to approve the search firm, fees and other retention terms.

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5.

Have authority to obtain advice and assistance from internal and external legal, accounting or other advisers.

The Committee's oversight of director nominations shall not apply with respect to those directors, if any, entitled to be nominated for director by a third party pursuant to a binding obligation of the Company.

 

REPORTING RESPONSIBILITY

 

Any action taken by the Committee shall be reported to the Board at the next Board meeting following such action. In addition, nomination matters may be discussed in executive session with the full Board during the course of the year.