NOMINATING AND CORPORATE GOVERNANCE

COMMITTEE CHARTER

OF

PRIME HOSPITALITY CORP.

  

Purpose and Responsibilities

The Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Prime Hospitality Corp. (the “Company”) will assist the Board in (i) identifying individuals qualified to become members of the Board (consistent with criteria approved by the Board), (ii) recommending the Board’s selection of director nominees for the next annual meeting of stockholders, (iii) overseeing the evaluation of the Board and management, (iv) reviewing the Company’s Corporate Governance Guidelines and the Company’s Code of Business Conduct and Ethics and (v) generally advising the Board on corporate governance and related matters.

Status and Membership

The Committee will consist of at least two (2) members of the Board who satisfy the independence requirements of the New York Stock Exchange (the “NYSE”) and are qualified to discharge the Committee’s responsibilities, as determined by the Board.  Members of the Committee will be appointed by the Board and will serve until their successors are duly elected and qualified or until their earlier resignation or removal by the Board, with or without cause.  The Board may designate a Chairman of the Committee who will serve until his or her successor is duly elected and qualified or until his or her earlier resignation or removal by the Board, with or without cause.

Meetings

The Committee will meet as often as it determines is appropriate to carry out its responsibilities, but not less than once a year.  The Chairman of the Committee, if any, or half of the members of the Committee (in the absence of a Chairman), in each case after consultation with the other Committee members, will determine the frequency and length of the meetings and will set agendas consistent with this Charter.  The Committee will keep written minutes of its meetings which shall be recorded and filed with the books and records of the Company and will report its actions and recommendations to the Board.  As further discussed below, the Committee will conduct an annual self-performance evaluation and present its findings to the Board.  Half of the members of the Committee shall be a quorum to transact business.

Authority and Responsibilities.

In furtherance of the Committee’s purpose, and in addition to any other responsibilities which may be properly assigned by the Board, the Committee will have the following authorities and responsibilities:

Governing Documents

The Committee will periodically review this Charter, the Company’s Restated Certificate of Incorporation and Bylaws and will recommend any changes and or amendments to the Board, as the Committee deems appropriate, including changes necessary to satisfy any applicable requirements of the NYSE, the SEC and any other legal or regulatory requirements.

Limitations of Authority

If the Company is legally required by contract or otherwise to provide any third party with the ability to nominate a director to the Board, (e.g., preferred stock rights to elect directors upon a dividend default, stockholder agreements and management agreements), the selection and nomination of such director is not subject to the requirements set forth herein.

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