EX-10.5



 





Exhibit 10.5




AMENDMENT TO THE

HCR MANOR CARE

SENIOR EXECUTIVE RETIREMENT PLAN




     WHEREAS, Manor Care, Inc. (the “Company”) maintains the HCR Manor Care Senior Executive
Retirement Plan (the “Plan”) as a means of providing retirement and related benefits to designated
officers and other senior management of the Company and its subsidiaries;



     WHEREAS, the Company has reserved the right to amend the Plan;




     WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”)
has approved an amendment to the Plan to change the benefit formula applicable to the Company’s
Chief Executive Officer.



     THEREFORE, the Plan is amended effective as of January 1, 2007 as follows:



     1. By adding the following to the end of Section 7.01 of the Plan:




     “Notwithstanding the foregoing a Participant whose “Gross Retirement Benefit” as
defined in Section 7.02 is determined under Method III, who retires or whose employment
terminates with vested rights shall receive a retirement benefit from the Plan, the value of
which shall be equal to the excess of:




     (a) the present value of the “Gross Retirement Benefit”, as defined below, (calculated
using the actuarial assumptions for lump sum conversions that would be applicable under
Section I of the HCR Pension Plan as if it were in effect on such date), less




     (b) the present value of benefits provided to the Participant under the Designated
Plans (measured in accordance with Section 7.06 hereof (Present Value of Designated Plans)).



     2. By adding the following sentence to the end of the first paragraph of Section 7.02 of the
Plan:




     “The term “Gross Retirement Benefit for each Participant designated with a
double asterisk on Appendix A shall mean an annual benefit for the Participant’s
life expectancy before being converted to a lump sum benefit calculated pursuant to
Method III below.”



     3. By adding the following as paragraph (c) to Section 7.02 of the Plan:




     (c) Method III – An annual benefit before being converted to a lump sum benefit
based on the sum of the following amounts:




	 	(1)	 	1.803% of such Participant’s Average Annual Earnings multiplied by
the Participant’s number of Years of Credited Service from the




 









 






	 	 	 	Participant’s adjusted service set forth on Appendix A hereof (List
of Covered Participants), plus
	 
	 	(2)	 	0.262% of such Participant’s Average Annual Earnings in excess of
the Social Security Taxable Wage Base as defined in Section 7.05
hereof (Social Security Taxable Wage Base) multiplied by the
Participant’s number of Years of Credited Service from the
Participant’s adjusted service set forth on Appendix A hereof (List
of Covered Participants), plus
	 
	 	(3)	 	If such Participant shall have more than 35 Years of Credited
Service from the Participant’s adjusted service date set forth in
Appendix A hereof (List of Covered Participants), there shall be
added to the aforesaid amounts 0.744% of Average Annual Earnings for
each Year of Credited Service in excess of 35.






For purposes of the calculations set forth in this paragraph (c)
Participant’s Average Annual Earnings shall not include any amount earned
(accrued) under the HCR Manor Care Performance Award Plan.”




4. By adding the following to the end of Section 8.01 of the Plan:




     “Notwithstanding the foregoing or any other provision to the Plan to the contrary, the
early or normal retirement benefit of a Participant whose “Gross Retirement Benefit” as
defined in Section 7.02 is determined under Method III, shall be paid on the first day of
the seventh month following that in which such Participant’s early, normal or postponed
retirement occurs.”



     5. By amending Appendix A (List of Covered Participants) to add a double asterisk next to the
name of Paul A. Ormond, and to add the following to the end thereof:




     “** The Participant’s Gross Retirement Benefit is based upon the benefit under
Method III set forth in Section 7.02 hereof (Gross Retirement Benefit).”



* * * * * * * * * *




     IN WITNESS WHEREOF, Manor Care, Inc. has caused this Amendment to be signed on its behalf and
attested by its duly authorized officer this 18th day of June, 2007.



	 	 	 	 	 
	 	MANOR CARE, INC.

 	 
	 	By:  	/s/ Richard A. Parr
 	 
	 	Name:  	Richard A. Parr 	 
	 	Title:  	Vice President, General Counsel 	 



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