RESPIRONICS, INC.

CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

OF THE BOARD OF DIRECTORS

I. PURPOSE

The committee is responsible for (1) identifying individuals qualified to become board members and

recommending to the board the director nominees; (2) making recommendations to the board on board

composition and organization, and corporate governance; (3) addressing conflict of interest issues; (4)

leading the board in its evaluation of the board, its committees, and individual directors; and (5)

recommending membership and chairpersons for each committee.

II. COMPOSITION

The committee is comprised of a majority of independent directors.

III. MEETINGS

The committee will meet at least twice annually, at times and places decided by the chair after consultation

with committee members.

IV. RESPONSIBILITIES AND DUTIES

1. Perform succession planning to permit orderly changes in the makeup of the Board.

a. Review with the board on an annual basis the size and composition of the board of

directors, as well as the appropriate skills and characteristics required in the context of

the strategic direction of the company.

b. Actively identify and seek individuals qualified to become board members.

c. Make recommendations with respect to nominations for directors, after considering the

appropriate skills and characteristics required on the board.

d. Determine whether the assistance of a search firm is needed to identify director

candidates and, if so, retain and terminate any such firm.

2. Recommend board committee structure and assignments, including committee chairmanships, to

the full board for approval.

3. Manage the process whereby the Company’s directors receive feedback regarding their

performance as a director.

4. Investigate and provide recommendations on potential conflict of interest issues pertaining to

members of the board of directors or Respironics employees, consistent with requirements

outlined in the Respironics Business Conduct and Ethics Policy.

5. Review and reassess the by-laws, articles of incorporation, and other documents of the Company

dealing with corporate governance principles. Recommend to the board any needed changes.