AMERICAN DENTAL PARTNERS, INC.
NOMINATING AND GOVERNANCE COMMITTEE CHARTER

Adopted October 22, 2010

A. Purposes of the Committee
The principal purposes of the Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of American Dental Partners, Inc. (the “Company”) are to: (a) consider the desired skills and characteristics for individual Board members and the composition of the Board as a whole; (b) make recommendations to the Board with respect to Board and committee membership; (c) oversee Board and director evaluations; and (d) oversee corporate governance matters relating to the Board and the Company.

B. Composition of the Committee
The Committee shall consist of one or more directors. Except as otherwise permitted by the applicable rules of The NASDAQ Stock Market (“NASDAQ”), each member of the Committee shall be “independent,” as that term is defined by such rules. The members of the Committee shall be appointed by the Board and serve at the pleasure of the Board. Vacancies on the Committee may be filled by the Board. Members of the Committee may be removed by the Board, with or without cause. There shall be a Chairperson of the Committee, who shall be appointed by the Board. The compensation of Committee members shall be as determined by the Board or a committee of the Board with delegated authority.

C. Meetings and Procedures of the Committee
The Committee shall hold such regular and special meetings, either in person or by conference call or other means, as may be required for the performance of the Committee’s responsibilities under this charter or as the Committee deems necessary or appropriate. A majority of the Committee members shall constitute a quorum. The vote of a majority of the Committee members present at any meeting at which a quorum is present shall be necessary to constitute the act of the Committee. The Committee may also take action in a writing or writings signed by all Committee members. The Committee shall keep such records of its meetings as it deems appropriate.

The Committee may form and delegate authority to one or more subcommittees as it deems appropriate from time to time under the circumstances (including a subcommittee consisting of a single member).

The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such information as the Committee requests or to meet with any members of, or consultants to, the Committee.

D. Committee Responsibilities
The Committee shall have the following authority and responsibilities:

Board and Committee Membership

1. Director Qualifications. The Committee shall consider, and review with the Board periodically, the desired skills and characteristics for individual Board members, as well as the composition of the Board as a whole, and assess the qualifications of proposed nominees for election to the Board. This assessment shall take into account proposed nominees’ qualifications as independent, as well as age, skill, diversity and experience in the context of the needs of the Board. At a minimum, Board members should share the values of the Company and possess high personal and professional integrity, the ability to exercise sound business judgment, the availability and willingness to devote sufficient time to Board activities, and such other criteria as may be set forth in the Board Governance Policy. The Committee may establish additional minimum qualifications for director nominees as it deems appropriate.
    
2. Director Nominees. Except where the Company is legally required by contract, by-law or otherwise to provide third parties with the right to nominate directors, the Committee shall be responsible for (a) identifying individuals qualified to become Board members, consistent with criteria approved by the Board; and (b) recommending to the Board the nominees for election at each annual meeting of the Company’s stockholders and any other meetings of the stockholders at which directors are to be elected. The Committee also shall recommend to the Board director nominees to fill vacancies on the Board.
    
3. Search Firms. The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other terms of engagement. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such search firms as established by the Committee.
    
4. Director Nominees Recommended by Stockholders. The Committee shall review and evaluate individuals recommended by stockholders of the Company for membership on the Board and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates; provided, however, that, to be considered, a recommendation must be made in a written notice addressed to the Chairperson of the Board at the Company’s corporate offices, including, at a minimum, the following items, or such additional or other items as may be determined by the Committee from time to time: (a) the name and address (as they appear on the Company’s books) and telephone number of the stockholder making the recommendation, including information on the number of shares owned, and if such person is not a stockholder of record or if such shares are owned by an entity, reasonable evidence of such person’s ownership of such shares or such person’s authority to act on behalf of such entity; (b) the full legal name, address and telephone number of the individual being recommended, together with a reasonably detailed description of the background, experience and qualifications of that individual; (c) a written acknowledgement by the individual being recommended that he or she has consented to that recommendation and consents to the Company’s undertaking of an investigation into that individual’s background, experience and qualifications in the event that the Committee desires to do so; (d) the disclosure of any relationship of the individual being recommended with the Company or any of its subsidiaries or affiliates, or with any competitor of the Company, whether direct or indirect; and (e) if known to the stockholder, any material interest of such stockholder or individual being recommended in any business or proposals to be presented at the Company’s next annual meeting of stockholders (or a statement to the effect that no material interest is known to such stockholder). The preceding shall not be construed to limit or restrict the ability of stockholders to propose nominees for election to the Board by alternative means pursuant to and consistent with such rules as may be promulgated by the Securities and Exchange Commission.
    
5. Committee Assignments. The Committee shall be responsible for recommending to the Board the directors to be appointed to each of the other standing committee of the Board.

Corporate Governance

6. Board Governance Policy. The Committee shall be responsible for developing and recommending to the Board a Board Governance Policy. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of the Board Governance Policy and recommend any proposed changes to the Board for approval.
    
7. Board Leadership Structure. The Committee shall periodically review the Board’s leadership structure to assess whether it is appropriate given the specific characteristics or circumstances of the Company.
    
8. Board Evaluation. The Committee shall be responsible for overseeing periodic self-evaluations of the Board, which may include an evaluation of each director individually, to determine whether the Board and its committees are functioning effectively. The Committee shall determine the timing and nature of each evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board’s performance, to be discussed with the Board.

Additional Authority and Responsibilities

9. General. The Committee shall have such additional authority and responsibilities as may be granted to or imposed upon the Committee from time to time under applicable law or regulations or NASDAQ rules. The Committee also shall carry out such other duties as may be delegated to it by the Board.

E. Independent Advisors
The Committee is authorized, without further action by the Board, to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may (but need not) be the regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee.

F. Evaluation of Charter
The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval.