CHARTER OF THE GOVERNANCE AND NOMINATING COMMITTEE
OF THE BOARD OF DIRECTORS
OF KIMBALL INTERNATIONAL, INC.

AUTHORITY

The Board of Directors, by resolution dated October 19, 2004, established the Governance and Nominating Committee and approved its Charter.

PURPOSE

The Governance and Nominating Committee is to assist the Board of Directors in the discharge of its fiduciary responsibilities relating to matters of corporate governance and identification of individuals qualified to be Board members.

The Governance and Nominating Committee will fulfill this purpose by carrying out the duties and responsibilities enumerated in this Charter.

DUTIES AND RESPONSIBILITIES

Develop, identify, and/or design for recommendation to the Board of Directors:

Nomination:

Corporate Governance:

MEMBERSHIP

The Committee shall be comprised of at least three Independent directors appointed by the Board. "Independent director" means the director is not a current or former employee of the Company, does not receive significant direct or indirect compensation in any capacity other than as director, has no interest in any significant transactions or business relationships with the Company, and otherwise meets all requirements imposed by Federal or State securities or tax laws, or any rules, regulations, or listing standard of any applicable national securities exchange..

The members of the Committee and its Chairperson shall be appointed by the Board. Each member shall serve at the pleasure of the board.

MEETINGS

The Committee shall meet at least annually, or more frequently as circumstances dictate.