First Amended and Restated
Total Renal Care Holdings, Inc.
1995 Equity Compensation Plan
1. Purpose. The purpose of the Total Renal Care Holdings, Inc. 1995 Equity Compensation Plan ("Plan") is to
promote the interests of Total Renal Care Holdings, Inc. ("Company") and its shareholders by enabling the
Company to offer Participants an opportunity to acquire an equity interest in the Company so as to better attract,
retain, and reward employees, directors, and other persons providing services to the Company and, accordingly,
to strengthen the mutuality of interests between those persons and the Company's shareholders by providing
those persons with a proprietary interest in pursuing the Company's long-term growth and financial success.
2. Definitions. For purposes of this Plan, the following terms shall have the meanings set forth below.
(a) "Board" means the Board of Directors of Total Renal Care Holdings, Inc.
(b) "Code" means the Internal Revenue Code of 1986, as amended. Reference to any specific section of the
Code shall be deemed to be a reference to any successor provision.
(c) "Committee" means the administrative Committee of this Plan that is provided in Section 3 below.
(d) "Common Stock" means the common stock of Total Renal Care Holdings, Inc. or any security issued in
substitution, exchange, or in lieu thereof.
(e) "Company" means Total Renal Care Holdings, Inc., a Delaware corporation, or any successor corporation.
Except where the context indicates otherwise, the term "Company" shall include its Parent and Subsidiaries.
(f) "Disabled" means permanent and total disability, as defined in Code Section 22(e)(3).
(g) "Exchange Act" means the Securities Exchange Act of 1934.
(h) "Fair Market Value" shall mean, on any given day, the closing price for the Common Stock on that day, or if
the Common Stock was not traded on that day, on the next preceding day on which the Common Stock was
traded, determined in accordance with the following rules.
(i) If the