Charter of the Nominating and Corporate Governance Committee of the Board of Directors

1.       PURPOSE

1.       The primary purpose of the Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Citi Trends, Inc. (the "Company") is to:

1.       identify qualified individuals to become Board members;

2.       recommend to the Board individuals to be designated as nominees for election as directors at the next annual meeting of stockholders;

3.       determine the composition of the Board and its committees;

4.       monitor Board and committee effectiveness; and

5.       develop and recommend to the Board the corporate governance guidelines of the Company (the "Guidelines").


The Committee shall be comprised of two or more members of the Board. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. The members of the Committee shall be elected by the Board annually and serve until the earlier to occur of his or her resignation or removal or the election and qualification of such member's successor. The Board shall designate a chairperson of the Committee. All members of the Committee shall meet the independence criteria and have the qualifications set forth in the listing standards of the Nasdaq National Market ("Nasdaq") and Rule 10A-3 under the Securities Exchange Act of 1934 (the "Exchange Act") subject to both the phase in rules for companies listing in connection with an initial public offering and the controlled company exception under the Nasdaq rules.


1.       The Committee will discharge the duties of the Board, to the extent delegated to the Committee, and will approve or make recommendations to the Board, with respect to the duties and responsibilities set forth below. These activities are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate given the circumstances.

1.       The Committee will review the structure of the Board, its committee structure, overall size, and the number of independent directors on each.

2.       The Committee will actively seek candidates qualified to become Board members, including evaluating candidates suggested by stockholders or others, and conduct appropriate inquiries into the backgrounds and qualifications of possible nominees for election or appointment to the Board.

3.       The Committee will select and recommend to the Board for nomination or appointment prospective candidates for directors. The Committee will select those candidates whose attributes it believes would be most beneficial to the Company. The Committee will review the candidates' experience, integrity, competence, diversity, skills, and dedication in the context of the needs of the Board and assess whether the candidate's qualifications meet the minimum criteria contained in the Guidelines.

4.       The Committee will recommend to the Board directors to serve as members of each committee after taking into account the desires, experiences and expertise of individual directors. The Committee will review and recommend committee slates annually and shall recommend additional committee members as needed.

5.       The Committee will develop and recommend to the Board an annual self-evaluation process for the Board and its committees. The Committee will oversee the annual self-evaluations. The Committee shall evaluate the performance of each director before recommending to the Board his or her nomination for an additional term as director.

6.       The Committee will advise and make recommendations to the Board on corporate governance and all matters pertaining to the role of the Board and the practices and the performance of its directors, including the development of the Guidelines. The Committee shall periodically review and assess the adequacy of the Guidelines and recommend any changes to the Board.

7.       The Committee will consider possible conflicts of interests of directors and any related party transactions. The Committee shall review the institutional and other affiliations of directors and nominees for any potential conflict of interest problems, and shall make recommendations to the Board with respect to the determination of director independence.

8.       The Committee will review and make recommendations to the Board concerning compensation arrangements for non-employee members of the Board.


The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.


If the Committee desires to utilize a search firm to assist the Committee in the identification of director candidates, then the Committee shall have the sole authority to retain and terminate such search firm, including the sole authority to approve the search firm's fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from internal and external legal, accounting and other advisors as it deems necessary and appropriate, without obtaining the approval of the Board or management.

6.       MEETINGS

The Committee shall meet as often as deemed necessary or appropriate in its judgment, generally at least two times each year, either in person or by phone. Any member of the Committee may call meetings of the Committee. A majority of the Committee shall constitute a quorum for the transaction of business. The action of a majority of those present at a meeting, at which a quorum is present, shall be the act of the Committee. The Committee may also act by unanimous written consent. The Committee shall report its recommendations to the Board after each Committee meeting accompanied by any recommendations to the Board approved by the Committee.


The Committee shall prepare and provide to the Board an annual performance evaluation of the Committee, including an assessment of the performance of the Committee based on the duties and responsibilities set forth in this charter and such other matters as the Committee may determine. The evaluation to the Board may take the form of an oral report by the Committee chairperson or any other member of the Committee designated by the Committee to make the report, and shall be undertaken under the supervision of the Committee in accordance with the Guidelines adopted by the Board. The Committee shall review and assess the adequacy of the Committee charter annually and propose any necessary changes for approval to the Board.

Adopted: May 17, 2005