Corporate Governance - Committee Charters

COMPENSATION COMMITTEE CHARTER
TRUMP ENTERTAINMENT RESORTS, INC.
As of: February 27, 2008

1. Members.The Board of Directors (“Board”) of Trump Entertainment Resorts, Inc. (“Company”) shall appoint a Compensation Committee (“Committee”) comprised of at least two (2) directors, and shall designate one member of the Committee as its chairperson, to serve at the pleasure of the Board. Each Committee member shall be an independent director under the rules of the exchange on which the Company is listed and the Board’s independence standards as set forth in the Company’s Corporate Governance Guidelines. In addition, each member shall qualify as a “Non-Employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and as an “Outside Director” for purposes of Section 162(m) of the Internal Revenue Code.
   
   
2. Purposes, Duties and Responsibilities. The Committee shall assist the Board in establishing and overseeing the Company’s compensation philosophy, policies and practices, including but not limited to those related to incentive compensation and equity-based plans, retention severance and retirement programs, and any other employee benefit plans or programs. The Committee shall also recommend director compensation.
   
   Specifically, the duties and responsibilities of the Committee shall include:
   
   
   • Reviewing and approving the corporate goals and objectives relevant to the compensation of the Chief Executive Officer of the Company (“CEO”), evaluating at least annually the CEO’s performance in light of those goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determining and approving the CEO’s compensation level based on this evaluation, as well as any other terms of the CEO’s employment (including but not limited to perquisites, retention programs, severance arrangements and retirement benefits). In determining any long-term incentive component of CEO compensation, the Committee shall consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s CEO in past years.
     
     
   • Reviewing and recommending for Board approval the compensation and other material terms of employment of other senior officers of the Company, including with respect to any incentive-compensation and equity-based plans, retention, severance and retirement programs, and any other employee benefit plans or programs.
     
     
   • Reviewing and recommending for Board approval Company policies regarding incentive and equity-based programs; and monitoring compliance with such programs.
     
     
   • Reviewing and recommending for Board approval Company policies regarding and any changes in, employee retirement plans or programs, and other employee benefit plans and program; and monitoring compliance with such programs.
     
     
   • Reviewing and recommending for Board approval director compensation.
     
     
   • Producing any Committee report as required by law or regulation.
     
     
   • Reviewing and discussing with management the Company’s Compensation Discussion and Analysis disclosure required by SEC regulations and recommending to the Board whether to include it in the Company’s proxy statement on Schedule 14A.
     
     
   • Annually evaluating the performance of the Committee.
     
     
   • Reviewing and assessing the adequacy of this Charter on an annual basis, and recommending appropriate changes.
     
     
3. Meetings. A majority of the members of the Committee shall constitute a quorum. The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, either in person or telephonically. The Committee shall maintain minutes of its meetings and regularly report its activities to the Board.
   
   
4. Delegation. The Committee may form, and delegate any of its responsibilities to, a subcommittee comprised of one or more members of the Committee or other independent directors, when appropriate.
   
   
5. Outside Advisor. The Committee will have the sole authority (and resources necessary) to retain and terminate such outside compensation advisor as it determines appropriate to assist the Committee in the performance of its functions and to approve the fees and other retention terms for such advisor.