SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment (this "Amendment") to Employment Agreement is made effective as of March 2, 1998
by and between Total Renal Care Holdings, Inc. (the "Company"), a Delaware corporation, and Victor M.G.
Chaltiel (the "Executive").
W I T N E S E T H:
WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated as of
August 11, 1994, as amended on that same date (the "Agreement"); and
WHEREAS, the Company and the Executive desire by this Amendment to clarify and amend certain provisions
of the Agreement all as more fully hereinafter set forth.
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:
(a) The Company and the Executive agree that the definition of "Change of Control" in Section 1 of the
Agreement is hereby amended and restated as follows:
"Change of Control" shall mean (1) any transaction or series of transactions in which any person or group (within
the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) under the Exchange Act)
becomes the direct or indirect "beneficial owner" (as defined under Rule 13d-3 under the Exchange Act), by way
of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than
50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted and all
warrants and options had been exercised) entitled to vote in the election of directors of the Company (including
any transaction in which the Company becomes a wholly owned or majority owned subsidiary of another
corporation), (ii) any merger or consolidation or reorganization in which the Company does not survive,
(iii) any merger or consolidation in which the Company survi