FIRST AMENDMENT TO THE
                             ----------------------
                 MANOR CARE, INC. SENIOR MANAGEMENT SAVINGS PLAN
                 -----------------------------------------------
                             FOR CORPORATE OFFICERS
                             ----------------------


In exercise of the powers and authority conferred upon and reserved to the Board
of Directors of Manor Care, Inc. under and by virtue of Article VIII of the
Manor Care, Inc. Senior Management Savings Plan For Corporate Officers, the
Board hereby amends said Plan in the manner and to the extent set forth herein:

1.       Section 2.19 and 2.20 of the Plan are renumbered 2.20 and 2.21
         respectively. A new Section 2.19 is added to the Plan to read as
         follows:
         "2.19    "Retirement" means the termination of employment with the
                  Company for reasons other than death after a Participant has
                  attained age 65 or has attained age 55 or older with ten or
                  more years of service with the Company."

2.       Section 7.02 of the Plan is amended to read as follows:
         "7.02.   The entire amount credited to a Participant's Accounts shall
                  become payable upon termination of the Participant's
                  employment with the Company by reason of his death, total and
                  permanent disability, or Retirement. The nonforfeitable,
                  vested portion of a Participant's Accounts shall become
                  payable upon termination of the Participant's employment with
                  the Company for any other reason. Amounts so payable shall be
                  paid to the Participant at the election of the Participant in
                  cash or in shares of Manor Care, Inc. common stock, or a
                  combination thereof, in a lump sum payment as soon as
                  practicable after such termination of employment, but in no
                  event later than January 31 of the following year. However, at
                  least one year prior to his Retirement, the Participant may
                  make an irrevocable election to delay receiving his benefits
                  from the Plan to a date specific on or before the Participant
                  attains age 65. In addition, at least one year prior to his
                  Retirement, the Participant may make an irrevocable election
                  to receive his benefits in


                                      -1-


                  installment payments. If a Participant elects distribution in
                  the form of installment payments, he shall further designate
                  the commencement date and period of time (not to exceed ten
                  years) over which the installment payments are to be made.
                  Such installment payments shall be made on an annual basis in
                  the month of January commencing the first January following
                  the Participant's Retirement. During the period such
                  installment payments are being made, the remaining balances in
                  the Participant's Accounts shall continue to be credited with
                  earnings or losses in accordance with the provisions of
                  Article VI of the Plan. For purpose of a Participant who is
                  retiring in 2001, such election must be given to the CEO on or
                  before December 31, 2001."

3.       Appendix A, List of Covered Officers, attached hereto, has been revised
         as of September 1, 2000.

4.       The amendments set forth in this First Amendment to the Manor Care,
         Inc. Senior Management Savings Plan for Corporate Officers shall be
         effective January 1, 2001 unless otherwise stated.

5.       The Manor Care, Inc. Senior Management Savings Plan for Corporate
         Officers, as amended, shall continue in full force and effect.

IN WITNESS WHEREOF, the Board of Directors of Manor Care, Inc. has caused this
First Amendment to the Manor Care, Inc. Senior Management Savings Plan for
Corporate Officers to be executed by its duly authorized officers as of the 1st
day of January, 2001.

                             MANOR CARE, INC.



                             By  /s/ Paul A. Ormond
                                 ------------------------------------------
                                 President and Chief Executive Officer

ATTEST:



                                      -2-


By /s/ R. Jeffrey Bixler
   ----------------------------------
     Secretary


                                      -3-



                                   APPENDIX A
                                   ----------

                                MANOR CARE, INC.
                         SENIOR MANAGEMENT SAVINGS PLAN
                             FOR CORPORATE OFFICERS
                             ----------------------


                            LIST OF COVERED OFFICERS
                            ------------------------

                             AS OF SEPTEMBER 1, 2000


                   The list of Covered Officers is maintained
                      in the office of the Vice President,
                 Director of Human Resources and Labor Relations


                                     - A-1 -