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                                                                    EXHIBIT 10.1

                                                                       Execution
                                                                            Copy

                                 HCR MANOR CARE

                         SENIOR MANAGEMENT SAVINGS PLAN

                             FOR CORPORATE OFFICERS

                           Amended and Restated as of

                                February 11, 2004

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                                 HCR MANOR CARE

                         SENIOR MANAGEMENT SAVINGS PLAN

                             FOR CORPORATE OFFICERS

WHEREAS, the Health Care and Retirement Corporation Senior Management Savings
Plan For Corporate Officers (the Plan) was adopted effective January 1, 1993;

WHEREAS, the Plan was amended and restated effective April 1, 1997;

WHEREAS, the Plan was amended, restated and renamed the HCR Manor Care Senior
Management Savings Plan For Corporate Officers effective January 1, 2000;

WHEREAS, the Plan was amended, restated and renamed the Manor Care, Inc. Senior
Management Savings Plan For Corporate Officers effective January 1, 2001;

WHEREAS, the Plan was amended effective January 1, 2001 and January 1, 2003; and

WHEREAS, Manor Care, Inc. desires to further amend, restate and rename the Plan
to be effective February 11, 2004;

NOW THEREFORE, Manor Care, Inc. amends, restates and renames the Plan to read as
follows:

                                      -1-

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                                    ARTICLE I

                    NAME, EFFECTIVE DATE AND PURPOSE OF PLAN

1.01     The name of this plan is the "HCR Manor Care Senior Management Savings
Plan For Corporate Officers", formerly known as the "Manor Care, Inc. Senior
Management Savings Plan For Corporate Officers", hereinafter called the "Plan".

1.02     The effective date of the Plan is January 1, 1993. The effective date
of the Plan as amended and restated is February 11, 2004.

1.03     The purpose of this Plan is to permit selected officers of Manor Care,
Inc. and certain companies affiliated with it to elect to defer receipt of all
or part of certain forms of their compensation. To the extent any of such
officers are unable to participate in the HCR Manor Care Stock Purchase and
Retirement Savings 401(k) Plan, this Plan is also intended to provide them, as
nearly as practicable, with an equivalent benefit. The Plan is and is intended
to be an unfunded deferred compensation plan for a select group of management or
highly compensated employees, commonly known as a "top hat" plan.

                                      -2-

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                                   ARTICLE II

                                   DEFINITIONS

2.01     "Account" means a Deferral Account or Matching Account.

2.02     "Alternate Payee" means any spouse, former spouse, child or other
         dependant of a Participant who is recognized by a domestic relations
         order as having a right to receive all, or a portion of, the benefits
         payable under the Plan with respect to such Participant.

2.03     "Annual Bonus Award" means an "Annual Bonus Award" as defined in and
         payable to a participant under the Annual Incentive Award Plan.

2.04     "Annual Incentive Award Plan" means the Health Care and Retirement
         Corporation Annual Incentive Award Plan, as from time to time in
         effect.

2.05     "Award Period" means, with respect to an Annual Bonus Award, the
         calendar year to which it relates and, with respect to a Performance
         Award, means the "Award Period", as defined in the Performance Award
         Plan, to which it relates.

2.06     "Board" means the Board of Directors of Manor Care, Inc. or any
         committee of said Board of Directors to which any or all of its powers
         or duties under the Plan may be delegated.

2.07     "CEO" means the Chairman, President & Chief Executive Officer of Manor
         Care, Inc. or as the context hereof may indicate, any other officer,
         employee, or committee of Manor Care, Inc. designated by said CEO to
         whom any or all of the CEO's powers or duties under the Plan may be
         delegated.

                                      -3-

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2.08     "Code" means the Internal Revenue Code of 1986, as amended.

2.09     "Committee" means the Heartland Employments Services, Inc. Employee
         Benefits Committee as appointed by the Chairman, President & Chief
         Executive Officer of the Company to which any or all of its powers or
         duties under the Plan may be delegated.

2.10     Company" means Manor Care, Inc. and its Subsidiaries.

2.11     "Deferral Account" means a deferred compensation memorandum account
         established and maintained on the books of the Company to reflect the
         value of a Participant's interest in the Plan attributable to his or
         her Deferral Elections.

2.12     "Deferral Election" means an election made by a Participant pursuant to
         and in accordance with Section 5.01 of the Plan.

2.13     "401(k) Plan" means the HCR Manor Care Stock Purchase and Retirement
         Savings 401(k) Plan, as from time to time in effect.

2.14     "Investment Unit" means a unit of value by which the value of a
         Participant's Accounts is determined pursuant to and in accordance with
         Section 6.03 of the Plan.

2.15     "Matching Account" means a deferred compensation memorandum account
         established and maintained on the books of the Company to reflect the
         value of a Participant's interest in the Plan attributable to the
         Company's Matching Credits for his or her benefit.

2.16     "Matching Credit" means a credit by the Company to a Participant's
         Matching Account pursuant to and in accordance with Section 5.03 of the
         Plan.

                                      -4-

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2.17     "Officer" means an officer of the Company.

2.18     "Participant" means an Officer who is eligible to participate in the
         Plan as provided for in Article IV of the Plan.

2.19     "Performance Award" means a "Performance Award" as defined in and
         payable to a participant under the Performance Award Plan.

2.20     "Performance Award Plan" means the Manor Care, Inc. Performance Award
         Plan, as from time to time in effect.

2.21     "Plan" means this HCR Manor Care Senior Management Savings Plan For
         Corporate Officers, as further amended from time to time.

2.22     "Qualified Domestic Relations Order" means any judgment, decree, or
         court order (including approval of a property settlement agreement)
         which relates to the provision of child support, alimony payments, or
         marital property rights to an Alternate Payee, which creates or
         recognizes the existence of an Alternative Payee's right to, or assigns
         to an Alternate Payee the right to, receive all or a portion of the
         benefits payable with respect to a Participant under the Plan.

2.23     "Retirement" means the termination of employment with the Company for
         reasons other than death or a permanent and total disability after a
         Participant has attained age 65 or older with one year of service
         (1,000 hours of service during a calendar year) with the Company or has
         attained age 55 or older with ten or more years of service (1,000 hours
         of service during at least ten calendar years) with the Company.

                                      -5-

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2.24     "Salary" means any salary, wages, bonus (other than an Annual Bonus
         Award and a Performance Award) and any other form of current cash
         remuneration for services rendered by an Officer to or on behalf of the
         Company.

2.25     "Subsidiary" means a corporation (or unincorporated business entity) 50
         percent or more of the voting shares (or other ownership interests) of
         which are owned, directly or indirectly, by Manor Care, Inc.

                                      -6-

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                                   ARTICLE III

                                 ADMINISTRATION

      The Plan shall be administered by the Committee or its delegates. The
administrative powers of the Committee shall include the powers to interpret the
Plan and to exercise full and complete discretion to adopt, modify, and/or
rescind (or to authorize one or more other appropriate officers of the Company
to adopt, modify, and/or rescind) any rulings, determinations, policies, or
procedures deemed necessary or appropriate for the maintenance and
administration of the Plan. A member of the Committee who is otherwise eligible
to participate in the Plan shall not be disqualified from such participation
solely by reason of such Committee membership. The CEO is eligible to
participate and is subject to the provisions of the Plan. Any rulings,
determinations, policies or procedures for the maintenance and administration of
the Plan that affect the CEO's participation in the Plan, but do not uniformly
apply to all Participants, can only be made with the approval of the Board, and
the Board may not delegate any such authority to the CEO or to any other
officer, employee, or committee of the Company (other than a committee of the
Board of which the CEO is not a voting member.)

                                      -7-

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                                   ARTICLE IV

                         ELIGIBILITY AND PARTICIPATION.

      Each Officer whose name is set forth in Appendix A hereof (List of Covered
Officers) shall be eligible to participate in this Plan and defer receipt of his
or her Salary, Annual Bonus Awards and Performance Awards, where applicable,
pursuant to Article V hereof (Deferral Elections and Matching Credits) for so
long as he or she is selected to do so by the CEO.

                                      -8-

<PAGE>

                                    ARTICLE V

                     DEFERRAL ELECTIONS AND MATCHING CREDITS

5.01     Each Participant may elect from time to time, by written notice to the
Vice President, Director of Human Resources and Labor Relations of the Company
or his delegate, given before the first day of any regular pay period, to defer
receipt, subject to the provisions of the Plan, of a specified part up to 100%
of his or her Salary earned in the next pay period and thereafter, subject to
payroll tax withholdings, if required.

5.02     A Participant may elect prospectively by written notice to the Vice
President, Director of Human Resources and Labor Relations of the Company or his
delegate, to change the rate of, or revoke his or her Deferral Election with
respect to his or her future Salary at such times and with such frequency as may
be permitted pursuant to rules and procedures of uniform application adopted by
the Committee or its delegate. Until so changed or revoked, a Participant's
Deferral Election shall remain in effect with respect to all Salary earned by
the Participant after the date thereof.

5.03     The Company shall post a Matching Credit to the Matching Account of
each Officer who has made a Deferral Election under Section 5.01 in an amount
equal to 50% of the amount of such Deferral Election, up to a maximum annual
Matching Credit equal to the Excess of:

         (a)      3% of the sum of the Participant's Salary and Annual Bonus
         Award that absent of a Deferral Election would be payable in a calendar
         year, over

         (b)      the amount of the annual "Company Matching Contribution" made
         on his or her behalf under (and as defined in) the 401(k) Plan during
         the same calendar year.

                                      -9-

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5.04     Each Participant may elect from time to time, by written notice to the
Vice President, Director of Human Resources and Labor Relations of the Company
or his delegate, given on or before December 31 of any year, to defer his or her
receipt, subject to the provisions of the Plan, of up to 100% of his or her
Annual Bonus Award and/or Performance Award, if any, for the applicable Award
Period next following, subject to payroll tax withholdings, if required.

5.05     Each Deferral Election with respect to an Annual Bonus Award or a
Performance Award shall be irrevocable and shall apply only to the Annual Bonus
Award or Performance Award with respect to which it is made. A Participant may
elect prospectively to change the rate of or revoke his or her Deferral Election
with respect to his or her future Salary at such times and with such frequency
as may be permitted pursuant to rules and procedures of uniform application
adopted by the Committee or its delegate. Until so changed or revoked, such a
Deferral Election shall remain in effect with respect to all future Salary
earned by the Participant.

                                      -10-

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                                   ARTICLE VI

                                    ACCOUNTS

6.01     All amounts deferred under the Plan shall be credited by the Company as
of the date such amounts would otherwise be payable to the Participant in the
absence of a Deferral Election, to the Participant's Deferral Account. All
Matching Credits shall be posted concurrently with the deferred amounts to which
they relate.

6.02     The dollar amounts credited to each Account shall be converted to, and
thereafter expressed in terms of a number of Investment Units and the value of
each Account shall at all times be equal to the value of the Investment Units so
allocated to it. The Investment Units available for allocation under the Plan
shall be equivalent in value and rate of return to:

         (a)      Shares of the common stock of Manor Care, Inc. ("Company Stock
         Unit");

         (b)      Shares of the registered investment companies (mutual funds)
         approved by the Investment Committee of the Company ("Mutual Fund
         Units");

         (c)      A hypothetical bond or other evidence of indebtedness in the
         principal amount of each amount credited to a Deferral Account on which
         interest, compounded monthly, is paid at an annual rate equal from time
         to time to the average annual yield on domestic corporate bonds of
         Moody's A-rated companies (as most recently reported in the Survey of
         Current Business published by the United States Department of Commerce
         or a successor publication) plus two percentage points (the "Moody's +
         2% Units"); and

         (d)      Any other investment option approved by the Investment
         Committee of the Company.

                                      -11-

<PAGE>

The value of an Investment Unit shall at all times be equal to the value of its
equivalent, if any, under the 401(k) Plan. The Committee may, in its discretion,
adopt or cause to be adopted any other method of accounting for the value of the
Accounts that accurately reflects the value and rate of return of the Investment
Unit equivalencies allocated to the Accounts.

6.03     Each Participant, at the time of making a Deferral Election, shall
specify in writing the percentage of each amount to be credited to his or her
Deferral Account that is to be allocated to Company Stock Units, one or more of
the Mutual Fund Units, Moody's + 2% Units and/or other approved investment
options. All amounts credited to Matching Accounts shall be allocated to Company
Stock Units. Whenever interest, dividends, or any other form of realized
investment return are paid on any of the Investment Unit equivalencies, a like
amount shall be credited to each Account to which such Investment Units have
been allocated and shall be allocated to additional Investment Units of the same
equivalency.

6.04     Notwithstanding the provisions set for in Section 6.02 and 6.03 above,
Officers subject to Section 16 of the Securities and Exchange Act of 1934 are
precluded from allocating Employee Pre-Tax Contributions to Company Stock Units.
In addition, all amounts credited to Matching Accounts of Officers subject to
Section 16 of the Securities and Exchange Act of 1934 shall similarly be
precluded from being allocated to Company Stock Units and shall be allocated to
Moody's + 2% Units. Officers subject to Section 16 of the Securities and
Exchange Act of 1934 may transfer amounts from any Investment Unit to any other
Investment Unit provided, however, prior notice of transfers in or out of
Company Stock Units must be given to the Vice President, Director of Human
Resources and Labor Relations of the Company or his delegate.

6.05     Subject to Section 6.04, a Participant may change the allocation of
amounts to be credited to his or her Deferral Account in the future, and/or of
amounts previously

                                      -12-

<PAGE>

credited to his or her Deferral Account, at such times and with such frequency
as may be permitted pursuant to rules and procedures of uniform application
adopted by the Committee or its delegate.

6.06     The Company shall be under no duty to segregate or set aside any amount
credited to any Account from the general assets of the Company, but the
Committee may, in its discretion, direct the establishment of any trusteed,
insured, or other payment arrangement from which the Company's obligations as to
a Participant under the Plan may be paid. No Participant, beneficiary, estate,
or other person claiming through or under a Participant shall have any legal or
beneficial property interest whatsoever in any assets of the Company or in any
such payment arrangement which may be established at the direction of the
Committee except as may be expressly provided by such payment arrangement.
Neither the establishment of an Account nor the crediting of any amounts thereto
nor the establishment of any payment arrangement (except as may be expressly
provided by such payment arrangement) shall be deemed to create a trust of any
kind, any fiduciary relationship between the Company and any person, or any
collateral security for the Company's obligations under the Plan. To the extent
that a Participant or any other person acquires a right to receive any payment
from the Company under this Plan, such right shall be no greater than that of
any other unsecured general creditor of the Company. The Company shall provide
to each Participant who has made any Deferral Election, at least annually, a
statement of his or her Account balances.

                                      -13-

<PAGE>

                                   ARTICLE VII

                           PAYMENT OF ACCOUNT BALANCES

7.01     Each Participant shall at all times have a nonforfeitable, fully vested
interest in the amount credited to his or her Deferral Account. Each Participant
shall have a nonforfeitable, vested interest in a portion of his or her Matching
Account determined by reference to his or her years of service with the Company,
according to the following table:

<TABLE>
Years of                                               Vested
Service                                              Percentage
-------                                              ----------
<S>                                                  <C>
Less than one.....................................       20%
One but less than two.............................       40%
Two but less than three...........................       60%
Three but less than four..........................       80%
Four or more......................................      100%
</TABLE>

Notwithstanding the foregoing, in the event of the termination of the Plan, each
Participant shall thereupon have a nonforfeitable, fully vested interest in the
entire amount credited to his or her Matching Account.

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 or her death, permanent and total 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 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 or her
Retirement date, a Participant may make an election given to the Vice

                                      -14-

<PAGE>

President, Director of Human Resources and Labor Relations of the Company or his
delegate to delay receiving his or her benefits from the Plan to a specified
date on or before the Participant attains age 65. Such election may be revoked
any time prior to one year before the Participant's Retirement date and becomes
irrevocable as of the date one year before the Participant's Retirement Date. In
addition, at least one year prior to his or her Retirement date, a Participant
may make an election given to the Vice President, Director of Human Resources
and Labor Relations of the Company or his delegate to receive his or her
benefits in installment payments to be payable annually in the month of January.
Such election may be revoked any time prior to one year before the Participant's
Retirement date and becomes irrevocable as of the date one year before the
Participant's Retirement date. If a Participant elects to take his or her
distribution in the form of installment payments, he or she shall further
designate the year the installment payments are to begin and the number of
installments (not to exceed ten) over which the annual payments are to be made.
Such installment payments may be commenced as early as the first day of the
month following the Participant's Retirement date or the first January
thereafter, but no later than the January following the Participant's 65th
birthday or Retirement date, if later. Furthermore such installments payments
shall be recalculated annually by dividing the Participant's Deferral Account
balance as of the installment payment date by the number of remaining
installment payments. During the period such installment payments are being
made, the remaining balances in the Participant's Deferral Accounts shall
continue to be credited with earnings or losses in accordance with the
provisions of Article VI of the Plan.

7.03     In the event of a Participant's death before his or her Accounts have
been paid to him or her in full, the entire amount then credited to his or her
Accounts shall be paid in a lump sum payment to the beneficiary or beneficiaries
named by him or her in a written designation filed with the Vice President,
Director of Human Relations and Labor Relations of the Company or his delegate
(or, in the absence of such a designation, to his or her estate).

                                      -15-

<PAGE>

7.04     Before termination of employment, a Participant may request a
withdrawal from any portion of his or her Deferral Account of an amount
sufficient to meet a hardship. For these purposes a "hardship" shall mean a
demonstrated and severe financial hardship resulting from any one or more of the
following:

         (a)      the payment of expenses for medical care that were either
         previously incurred by, or are necessary for the medical care of, the
         Participant, the Participant's spouse, or the Participant's dependents;

         (b)      the costs directly related to the purchase, excluding mortgage
         payments, of the Participant's principal residence;

         (c)      the payment of tuition and related educational fees for the
         next twelve months of post-secondary education for the Participant, the
         Participant's spouse, or the Participant's dependents; or

         (d)      the payment of amounts necessary to prevent the eviction of
         the Participant from the Participant's principal residence or to
         prevent foreclosure on the mortgage on the Participant's principal
         residence;

in each case only to the extent that the "hardship" is not relieved:

         (a)      through reimbursement or compensation by insurance or
         otherwise;

         (b)      by liquidation of the Participant's assets (to the extent that
         such liquidation does not itself cause a "hardship); or

         (c)      cessation of deferrals under the Plan.

                                      -16-

<PAGE>

The Committee or its delegate shall determine the existence of a bona fide
hardship based on non-discriminatory procedures, taking into account any then
applicable rulings or regulations from the Internal Revenue Service. The
standards established for determining the existence of a hardship shall be
uniformly applied to all Participants who request such a withdrawal, and the
Committee's decision with respect to each such request shall be final. An
approved hardship withdrawal shall be paid to the Participant as soon as
practicable after approval.

                                      -17-

<PAGE>

                                  ARTICLE VIII

                       QUALIFIED DOMESTIC RELATIONS ORDER

8.01     Benefits shall be payable to an individual other than a Participant in
accordance with the applicable requirements of a Qualified Domestic Relations
Order pursuant to the following requirements:

         (a)      Such Qualified Domestic Relations Order shall specify the name
         and last known mailing address (if any) of the Participant and each
         Alternate Payee covered by the order;

         (b)      Such Qualified Domestic Relations Order shall specify the
         amount or percentage of the Participant's benefits to be paid by the
         Plan to each such Alternate Payee or the manner in which such amount or
         percentage is to be determined, or in the alternative the amount or
         percentage transferred from the Participant's Accounts to Accounts set
         up for the Alternate Payee as of a given date;

         (c)      Such Qualified Domestic Relations Order shall provide when the
         Alternate Payee may first take a distribution of the Alternate Payee's
         Accounts, if silent the Alternate Payee's Accounts would first be
         distributable, unless limited by the order, when the Participant is
         first eligible to take a distribution of the Participant's Accounts
         pursuant to Section 7.02 hereof;

         (d)      If applicable, such Qualified Domestic Relations Order shall
         specify the number of payments or period to which the order applies;

         (e)      Such Qualified Domestic Relations Order shall identify the
         Plan as to which the order applies;

                                      -18-

<PAGE>

         (f)      Such Qualified Domestic Relations Order shall not require the
         Plan to provide any type or form of benefits or any option not
         otherwise provided under the Plan;

         (g)      Such Qualified Domestic Relations Order shall not require the
         Plan to provide increased benefits (determined on the basis of
         actuarial value); and

         (h)      Such Qualified Domestic Relations Order shall not require the
         payment of benefits to an Alternate Payee which are required to be paid
         to another Alternate Payee under another order previously determined to
         be a Qualified Domestic Relations Order.

The Company shall determine a set of nondiscriminatory and reasonable procedures
to determine the qualified status of a domestic relations order and to
administer distributions under such qualified orders in accordance with Section
414(p) of the Code.

8.02     If pursuant to a Qualified Domestic Relations Order, all or a portion
of a Participant's Accounts in the Plan have been transferred to corresponding
Accounts in the Plan set up for an Alternate Payee, such Accounts shall be
distributable to the Alternate Payee, unless otherwise limited by the order,
when the Participant is first eligible to take a distribution of the
Participant's Accounts pursuant to Section 7.02.

8.03     If pursuant to a Qualified Domestic Relations Order, the Alternate
Payee may take a distribution of the Alternate Payee's Accounts when the
Participant attains "earliest retirement age" under the Plan, for purpose of
this provision, such Accounts shall be distributable to the Alternate Payee when
the Participant attains age 50 or anytime thereafter.

                                      -19-

<PAGE>

8.04     If pursuant to a Qualified Domestic Relations Order, the Alternate
Payee may take a distribution of the Alternate Payee's Account at the time the
Alternate Payee's Accounts are established, such Accounts shall be immediately
or anytime thereafter distributable to the Alternate Payee.

8.05     Not withstanding the foregoing, if the Alternate Payee will be
receiving a Qualified Domestic Relations Order distribution from the 401(k)
Plan, the timing of the Alternate Payee's distribution from this Plan, should
coincide with the Alternate Payee's distribution from the 401(k) Plan.

8.06     If the present value of the Alternate Payee's Accounts does not exceed
$5,000 when established or thereafter, such Alternate Payee's Accounts shall be
paid to the Alternate Payee in a lump sum, in an amount equal to such present
value.

                                      -20-

<PAGE>

                                   ARTICLE IX

                      AMENDMENT AND TERMINATION OF THE PLAN

9.01     The Company, by its appropriate officers on its behalf, shall have the
right, at any time and from time to time, to amend or modify the Plan by a
written instrument executed on behalf of the Company by such officers; provided,
however:

         (a)      no amendment or modification shall eliminate or reduce any
         benefit accrued or treated as accrued under the Plan; and

         (b)      amendments to Section 5.03 of the Plan must be approved by the
         Board.

9.02     It is the expectation of the Company that it will continue the Plan
indefinitely, but the continuance of the Plan is not a contractual obligation of
the Company, and is not in consideration of, an inducement to, or condition of
the employment of any person. The Company reserves the right, by written
resolution of the Board, to terminate the Plan. Upon termination of the Plan, a
Participant's interest under the Plan as of such date is nonforfeitable.

                                      -21-

<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

10.01    At the request of a Participant or on its own initiative, the Board
may, at any time and in its sole and unlimited discretion, accelerate the
payment of any part of a Participant's Deferral Account, if the Board determines
that such accelerated payment would be in the interests of such Participant and
not prejudicial to the interests of other Participants or the Company.

10.02    Nothing in the Plan shall confer on any Participant or any other
employee of the Company any right to continue in the employ of the Company or
affect in any way the right of the Company to terminate any such person's
employment at any time.

10.03    Except as otherwise provided in Article VIII, rights under the Plan
shall not be assignable or transferable or subject to encumbrance or charge of
any nature, other than by designation of beneficiary to take effect at death or,
in the absence of such designation, by will or the laws of descent and
distribution.

10.04    The Plan shall be binding on and inure to the benefit of the Company,
each Participant, and every person claiming through or under a Participant, and
their respective heirs, successors, and assigns.

10.05    Deferral Elections under the Plan are intended to defer Participants'
recognition of income, for purposes of the Code, until their actual receipt of
payments from their Accounts, and the Plan shall be interpreted and administered
in a manner consistent with such intent.

                                      -22-

<PAGE>

                                   ARTICLE XI

                                    ADOPTION

         This amendment and restatement of the HCR Manor Care Senior Management
Savings Plan For Corporate Officers shall be effective February 11, 2004. The
HCR Manor Care Senior Management Savings Plan For Corporate Officers, as amended
and restated, shall continue in full force and effect.

IN WITNESS WHEREOF, the Compensation Committee of the Board of Directors of
Manor Care, Inc. has caused this amendment and restatement of the HCR Manor Care
Senior Management Savings Plan For Corporate Officers to be executed by its duly
authorized officer as of the 11th day of February 2004.

                                    MANOR CARE, INC.

                                    By  /s/ Wade B. O'Brian
                                       -----------------------------------------
                                       Vice President, Director of Human
                                       Resources and Labor Relations

                                      -23-

<PAGE>

                                 HCR MANOR CARE

                         SENIOR MANAGEMENT SAVINGS PLAN

                             FOR CORPORATE OFFICERS

                                   APPENDIX A

                            LIST OF COVERED OFFICERS

           The list of Covered Officers, as amended from time to time,
               is maintained in the office of the Vice President,
         Director of Human Resources and Labor Relations of the Company

                                      A-1