FIRST AMENDED AND RESTATED
TOTAL RENAL CARE HOLDINGS, INC.
SPECIAL PURPOSE OPTION PLAN
1. Purpose. This Special Purpose Option Plan (the "Plan") is created to provide for the issuance of Adjusted
Options, as such term is defined in that certain Agreement and Plan of Merger (the "Merger Agreement") dated
November 18, 1997, by and among Total Renal Care Holdings, Inc., a Delaware corporation (the "Company"),
Nevada Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company, and Renal
Treatment Centers, Inc., a Delaware corporation ("RTC"), in substitution for the outstanding options under
RTC's Amended and Restated 1990 Stock Plan and RTC's Equity Incentive Plan for Outside Directors as
required by the Merger Agreement. The Adjusted Options are intended to provide the current and former
officers, directors and employees of RTC and its subsidiaries with opportunities to purchase stock in the
Company pursuant to options granted hereunder which qualify as "incentive stock options" under Section 422(b)
of the Internal Revenue Code of 1986 (the "Code") ("ISO" or "ISOs") and options granted hereunder which do
not qualify as ISOs ("Non- Qualified Option" or "Non-Qualified Options"). The Plan may also provide such
directors, officers, and employees with awards of stock in the Company ("Awards") and with opportunities to
make direct purchases of stock in the Company ("Purchases"). Both ISOs and Non-Qualified Options are
referred to hereinafter individually as an "Option" and collectively as "Options". Options, Awards and
authorizations to make Purchases are referred to hereinafter collectively as "Stock Rights". As used herein, the
terms "parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation," respectively, as those
terms are defined in Section 425 of the Code.
2. Administration of the Plan.
A. Board or Committee Administration. The Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board m