Governance Committee Charter

Vector Group Ltd
CORPORATE GOVERNANCE
AND NOMINATING COMMITTEE CHARTER
(as adopted March 3, 2004)

Purpose of Committee

The purpose of the Corporate Governance and Nominating Committee
(the “Committee”) of the Board of Directors (the “Board”)
of Vector Group Ltd. (the “Company”) is to identify
and recommend individuals to the Board for nomination as members
of the Board and to develop and recommend to the Board a set
of corporate governance principles applicable to the Company.
The Committee shall report to the Board on a regular basis and
not less than once a year.

Committee Membership

The Committee shall consist solely of two or more members
of the Board, each of whom the Board has determined has no material
relationship with the Company and each of whom is otherwise
“independent” under the rules of the New York Stock
Exchange, Inc.

Members shall be appointed by the Board, and shall serve at
the pleasure of the Board and for such term or terms as the
Board may determine.

Committee Structure and Operations

The Board shall designate one member of the Committee as its
Chair. The Committee shall meet in person or telephonically
at least twice a year at a time and place determined by the
Committee Chair, with further meetings to occur, or actions
to be taken by unanimous written consent, when deemed necessary
or desirable by the Committee or its Chair.

Committee Responsibilities

The following are the responsibilities of the Committee:

  1. Make recommendations to the Board from time to time as to
    changes that the Committee believes to be desirable to the
    size of the Board.
  2. Identify individuals believed to be qualified to become
    Board members, consistent with criteria approved by the Board,
    and to recommend to the Board the nominees to stand for election
    as directors at the annual meeting of stockholders or, if
    applicable, at a special meeting of stockholders. In the case
    of a vacancy in the office of a director (including a vacancy
    created by an increase in the size of the Board), the Committee
    shall recommend to the Board an individual to fill such vacancy
    either through appointment by the Board or through election
    by stockholders. In recommending candidates, the Committee
    shall take into consideration the criteria approved by the
    Board, which are set forth in the Company’s Corporate Governance
    Guidelines, and such factors as its deems appropriate. These
    factors may include judgment, skill, diversity, experience
    with businesses and other organizations of comparable size,
    the interplay of the candidate’s experience with the experience
    of other Board members, and the extent to which the candidate
    would be a desirable addition to the Board and any committees
    of the Board. The Committee shall consider all candidates
    recommended by the Company’s shareholders in accordance with
    the procedures set forth in the Company’s annual proxy statement.
    The Committee may consider candidates proposed by management,
    but is not required to do so.
  3. Identify Board members qualified to fill vacancies on any
    committee of the Board (including the Committee) and to recommend
    that the Board appoint the identified member or members to
    the respective committee. In nominating a candidate for committee
    membership, the Committee shall take into consideration the
    factors set forth in the charter of that committee, if any,
    as well as any other factors it deems appropriate, including
    without limitation the consistency of the candidate’s experience
    with the goals of the committee and the interplay of the candidate’s
    experience with the experience of other committee members.
  4. Establish procedures for the Committee to exercise oversight
    of the evaluation of the Board and management.
  5. Develop and recommend to the Board a set of corporate governance
    principles applicable to the Company, and to review those
    principles at least once a year.
  6. Confirm that executive sessions of the Board are held regularly.
  7. Prepare and issue the evaluation required under “Performance
    Evaluation” below.
  8. Report to the Board on a regular basis, and not less than
    once per year.
  9. Perform any other responsibilities expressly delegated to
    the Committee by the Board from time to time relating to the
    nomination of Board and committee members.

Delegation to Subcommittee

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

Performance Evaluation

The Committee shall prepare and review with the Board an annual
performance evaluation of the Committee, which evaluation shall
compare the performance of the Committee with the requirements
of this charter. The performance evaluation shall also recommend
to the Board any improvements to the Committee’s charter deemed
necessary or desirable by the Committee. The performance evaluation
by the Committee shall be conducted in such manner as the Committee
deems appropriate. The report to the Board may take the form
of an oral report by the Chair of the Committee or any other
member of the Committee designated by the Committee to make
this report.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority to
select, retain terminate, and approve the fees and other retention
terms of special counsel or other experts or consultants, as
it deems appropriate, without seeking approval of the Board
or management. With respect to consultants or search firms used
to identify director candidates, this authority shall be vested
solely in the Committee.