0001193125-13-083719 Sample Contracts

NON-QUALIFIED STOCK OPTION GRANT AGREEMENT
Non-Qualified • February 28th, 2013 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware

WHEREAS, the Company has adopted and maintains the Kindred Healthcare, Inc. 2012 Equity Plan for Non-Employee Directors (the “Plan”);

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RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • February 28th, 2013 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware

THIS AGREEMENT, made as of this day of between Kindred Healthcare, Inc., a Delaware corporation and its successors (the “Company”), and (the “Non-Employee Director”).

10350 Ormsby Park Place Suite 300 Louisville, KY 40223 T 502.357-9000 F 502,357-9029
Kindred Healthcare, Inc • February 28th, 2013 • Services-nursing & personal care facilities

Re: Second Amended and Restated Master Lease Agreement Nos. 1, 2, 3 and 4, each dated April 27, 2007 and each by and among Ventas Realty, Limited Partnership, as lessor, and Kindred Healthcare, Inc. and Kindred Healthcare Operating, Inc., as tenant (as heretofore amended by that certain letter agreement dated May 23, 2012 (the “May 2012 Letter Agreement”) or otherwise amended or modified, individually a “Master Lease” and collectively, the “Master Leases”)

Contract
Fourth Supplemental Indenture • February 28th, 2013 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 28, 2012, among Kindred Healthcare, Inc. (the “Company”), each of the subsidiary guarantors listed on the signature pages hereto, (each a “New Subsidiary Guarantor” and, collectively, the “New Subsidiary Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

Contract
Third Supplemental Indenture • February 28th, 2013 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 13, 2012, among Kindred Healthcare, Inc. (the “Company”), each of the subsidiary guarantors listed on the signature pages hereto, (each a “New Subsidiary Guarantor” and, collectively, the “New Subsidiary Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

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