This Employment Agreement (this "Agreement") is entered into effective as of March 2, 1998 (the "Effective
Date") by and between Total Renal Care Holdings, Inc. (the "Company") and Barbara A. Bednar ("Executive").
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other
good and valuable consideration, the receipt of which the parties hereby acknowledge, the parties hereto,
intending to be legally bound hereby, agree as follows:
Section 1. Employment and Duties. The Company shall employ Executive, and Executive accepts such
employment, for the Term set forth in Section 3 hereof on the terms and conditions set forth in this Agreement.
During the Term, Executive shall serve as Executive Vice President and Chief Operations Officer, East, of the
Company and shall perform the duties of such office, as well as such other duties as may be assigned to
Executive from time to time during the Term by the Chief Executive Officer of the Company or his designee.
Executive shall devote Executive's best efforts and skills to the business and interests of the Company on a full-
time basis. Executive shall not engage in any other business activity during the Term; provided, however, that
Executive may manage personal investments and participate in charitable and civic affairs to the extent that such
activities do not adversely affect the performance of Executive's responsibilities to the Company hereunder.
Executive shall at all times observe and abide by the Company's policies and procedures as in effect from time to
Section 2. Compensation. In consideration of the services to be performed by Executive hereunder, Executive
2.1 Base Salary. A salary at the rate of $180,000 per year (the "Base Salary"), effective as of the Effective Date.
The Base Salary shall be payable in installments consistent with the Company's payroll schedule. The Base Salary
shall be subject to adjustment annually by the Board