CHARTER FOR THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF KINDRED HEALTHCARE, INC.

Mission Statement

The Nominating and Governance Committee (the “Committee”) is appointed by the Board of Directors: (1) to assist the Board by identifying individuals qualified to become Board members, and to approve the Director nominees for the next annual meeting of shareholders and nominees to fill vacancies on the Board; (2) to recommend to the Board Director nominees and chairperson(s) for each committee; (3) to lead the Board in its annual review of the Board’s performance; and (4) to recommend to the Board the Corporate Governance Guidelines applicable to the Company.

Committee Membership and Organization

The Nominating and Governance Committee shall consist of no fewer than two members. The members of the Committee shall meet the independence and any other requirements under applicable laws and regulations and the rules of any exchange upon which the Company’s securities are principally traded. The members of the Committee shall be appointed and removed by the Board. The Board of Directors also shall designate a Committee Chairperson. The Committee shall report to the Board of Directors on its findings and matters within the scope of its responsibility.

A quorum at any Committee meeting shall be at least two members. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held, except as specifically provided herein (or where only two members are present, by unanimous vote). Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held. The Chairperson of the Committee shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with materials relating to the subject matter of each meeting, shall be sent to the members of the Committee prior to the meeting. The Committee shall maintain minutes of all of its meetings to document its activities and recommendations. The Committee shall review and reassess this Charter at least annually or more frequently as conditions dictate and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance.

Committee Authority and Responsibilities