2004 Committee Charter : AZR

Charter of the Corporate Governance and Nominating Committee
of Aztar Corporation
This Corporate Governance and Nominating Committee Charter was adopted by the
Board of Directors (the "Board") of Aztar Corporation (the "Company") on February 24, 2004.
I. Purpose
The purpose of the Corporate Governance and Nominating Committee (the "Committee")
of the Board is to assist the Board in discharging the Board's responsibilities regarding:
(a) the identification of qualified candidates to become Board members;
(b) the selection of nominees for election as directors at the next annual meeting of
stockholders (or special meeting of stockholders at which directors are to be elected);
(c) the selection of candidates to fill any vacancies on the Board;
(d) the development and recommendation to the Board of a set of corporate
governance guidelines and principles applicable to the Company (the "Corporate Governance
Guidelines"); and
(e) oversight of the evaluation of the Board and management.
In addition to the powers and responsibilities expressly delegated to the Committee in
this Charter, the Committee may exercise any other powers and carry out any other
responsibilities delegated to it by the Board from time to time consistent with the Company's
bylaws. The powers and responsibilities delegated by the Board to the Committee in this Charter
or otherwise shall be exercised and carried out by the Committee as it deems appropriate without
requirement of Board approval, and any decision made by the Committee (including any
decision to exercise or refrain from exercising any of the powers delegated to the Committee
hereunder) shall be at the Committee's sole discretion. While acting within the scope of the
powers and responsibilities delegated to it, the Committee shall have and may exercise all the
powers and authority of the Board. To the fullest extent permitted by law, the Committee shall
have the power to determine which matters are within the scope of the powers and
responsibilities delegated to it.
II. Membership
The Committee shall be composed of three or more directors, as determined by the
Board, each of whom (a) satisfies the independence requirements of the New York Stock
Exchange, and (b) has experience, in the business judgment of the Board, that would be helpful
in addressing the matters delegated to the Committee.
The members of the Committee, including the Chair of the Committee, shall be
appointed by the Board. Committee members may be removed from the Committee, with or
without cause, by the Board. Any action duly taken by the Committee shall be valid and
effective, whether or not the members of the Committee at the time of such action are later
determined not to have satisfied the requirements for membership provided herein.
III. Meetings and Procedures
The Chair (or in his or her absence, a member designated by the Chair) shall preside at
each meeting of the Committee and set the agendas for Committee meetings. The Committee
shall have the authority to establish its own rules and procedures for notice and conduct of its
meetings so long as they are not inconsistent with any provisions of the Company's bylaws that
are applicable to the Committee.
The Committee shall meet annually or more frequently as the Committee deems
necessary or desirable.
The Committee may retain any independent counsel, experts or advisors that the
Committee believes to be desirable and appropriate. The Committee may also use the services of
the Company's regular legal counsel or other advisors to the Company. The Company shall
provide for appropriate funding, as determined by the Committee, for payment of compensation
to any such persons employed by the Committee and for ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its duties. The Committee shall have
sole authority to retain and terminate any search firm to be used to identify director candidates,
including sole authority to approve such search firm's fees and other retention terms.
The Chair shall report to the Board following meetings of the Committee and as
otherwise requested by the Chairman of the Board.
IV. Duties and Responsibilities
1. (a) At an appropriate time prior to each annual meeting of stockholders at which
directors are to be elected or reelected, the Committee shall recommend to the Board for
nomination by the Board such candidates as the Committee, in the exercise of its judgment, has
found to be well qualified and willing and available to serve.
(b) At an appropriate time after a vacancy arises on the Board or a director advises
the Board of his or her intention to resign, the Committee shall recommend to the Board for
appointment by the Board to fill such vacancy, such prospective member of the Board as the
Committee, in the exercise of its judgment, has found to be well qualified and willing and
available to serve.
(c) The foregoing notwithstanding, if the Company is legally required by contract or
otherwise to permit a third party to designate one or more of the directors to be elected or
appointed (for example, pursuant to rights contained in a Certificate of Designation of a class of
preferred stock to elect one or more directors upon a dividend default), then the nomination or
appointment of such directors shall be governed by such requirements.
2. The Committee shall, at least annually, review the performance of each current
director who is standing for reelection at the next annual meeting of shareholders and shall
consider the results of such evaluation when determining whether or not to recommend the
nomination of such director for an additional term.
3. The Committee shall oversee the Board in the Board's annual review of its
performance (including its composition and organization) and the performance of management,
and will make appropriate recommendations to improve performance.
4. The Committee may make recommendations to the Board regarding governance
matters, including, but not limited to, the Company's certificate of incorporation, bylaws, this
Charter and the charters of the Board's other committees.
5. The Committee shall develop and recommend to the Board the Corporate
Governance Guidelines.
6. The Committee shall consider, develop and recommend to the Board such policies
and procedures with respect to the nomination of directors or other corporate governance matters
as may be required or required to be disclosed pursuant to any rules promulgated by the
Securities and Exchange Commission or the New York Stock Exchange or otherwise considered
to be desirable and appropriate in the discretion of the Committee.
7. The Committee shall at least annually evaluate its own performance. The
Committee shall conduct such evaluation in such manner as it deems appropriate.
8. The Committee shall at least annually review and reassess this Charter and submit
any recommended changes to the Board for its consideration.
V. Delegation of Duties
In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of
its responsibilities to a subcommittee of the Committee, to the extent consistent with the
Company's certificate of incorporation, bylaws and applicable law and rules of markets in which
the Company's securities then trade.