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                                  EXHIBIT 10.12

                                 AMENDMENT NO. 4
                             TO EMPLOYMENT AGREEMENT

         AGREEMENT dated as of May 20, 1996 between ________________,
("Employee") and Chemed Corporation (the "Company").

         WHEREAS, Employee and the Company have entered into an Employment
Agreement dated as of May 19, 1992 and amended May 17, 1993, May 16, 1994 and
May 15, 1995, ("Employment Agreement"); and

         WHEREAS, Employee and the Company desire to further amend the
Employment Agreement in certain respects.

         NOW, THEREFORE, Employee and the Company mutually agree that the
Employment Agreement shall be amended, effective as of May 20, 1996, as follows:

         A.       The base salary amount per annum as set forth in the first
                  sentence of Section 2.1 of the Employment Agreement is hereby
                  deleted and the base salary amount of __________ per annum is
                  hereby substituted therefor.

         B.       The date of May 31, 1998 set forth in Section 1.2 of the
                  Employment Agreement, is hereby deleted and the date of May
                  31, 1999 is hereby substituted therefor.

         C.       The amount of unrestricted stock award recognized in lieu of
                  incentive compensation in l995 is __________.

         D.       Section 3.4(b)(iii) is hereby amended to read as follows:

                  Section 3.4(b)(iii) The fair market value of all shares of
                  Chemed Corporation capital stock and its subsidiaries' common
                  stock subject to stock awards granted to Employee under one or
                  more stock incentive plans of Chemed Corporation or of any of
                  its subsidiaries which have vested during the 12 months prior
                  to the Employee's termination, such fair market value to be
                  determined as of the date of vesting of any such shares. Such
                  monthly severance payments shall be made for a period equal to
                  the balance of the term of employment provided in Section 1.2.

         Except as specifically amended in this Amendment No. 4 to Employment
Agreement, the Employment Agreement shall continue in full force and effect in
accordance with its original terms, conditions and provisions.

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         IN WITNESS WHEREOF, the parties have duly executed this amendatory
agreement as of the date first above written.

                                              Employee

                                              --------------------------

                                              CHEMED CORPORATION

                                              By:
                                                 ------------------------



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                                    EXHIBIT A
                                                                             Current
                                                             Current        Expiration
                                           Current         Stock Award        Date of
Name & Position (c)          Age     Salary        Bonus  Compensation(b)    Agreement
--------------------------------------------------------------------------------------
<S>                           <C>    <C>          <C>         <C>          <C>  <C>
Kenneth F. Vuylsteke          49     $155,000     $50,000     $31,708      5/31/98
Executive Vice President/
General Manager of
National West

Gary H. Sander                46      102,500      32,000      22,227      5/31/98
Vice President, Chief
Financial Officer &
Treasurer (a)

W. Dwight Jackson             49      140,000      50,000         -0-     10/31/96
Executive Vice President/
General Manager of
Century Papers, Inc. 
<FN>

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(a)      Employment Agreement executed with Chemed Corporation; reimbursement to
         be provided by the Company

(b)      Amount of unrestricted Company stock awards recognized in lieu of
         incentive compensation in l995.

(c)      The Company's President and Chief Executive Officer has an employment
         agreement with Chemed Corporation. The Company reimburses Chemed, under
         a Services Agreement, for 80 percent of his compensation costs.


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