EMPLOYMENT AGREEMENT





     AGREEMENT made as of the 6th day of May, 2007 by and between Timothy S.

O'Toole, 789 Grandon Blvd, Ocean Club, Club Tower One, Unit 1005, Key Biscayne,

FL 33149 ("Employee"), and Chemed Corporation, a Delaware corporation (the

"Company").



     WHEREAS, the Company has employed Employee and desires to continue to

employ Employee as a senior executive and Employee desires to work for the

Company or its subsidiaries in such capacity on the terms and conditions

hereinafter provided;



     WHEREAS, Employee is a key senior executive of the Company with major

responsibilities for planning, directing, coordinating and controlling overall

corporate operations;



     WHEREAS, in such capacity Employee will develop or have access to all or

substantially all of the business methods and confidential information relating

to the Company, including but not limited to, its financial performance and

results, its product formulae, its manufacturing organization and methods, its

product research and development policies and programs, its service techniques,

its purchasing organization and methods, its sales organization and methods, its

pricing of products, its market development and expansion plans, its personnel

policies and training and development programs, and its customer and supplier

relationships;



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     NOW, THEREFORE, in consideration of the premises and of the mutual

covenants and agreements herein contained, the parties hereto agree as follows:



1.  EMPLOYMENT

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     1.1 Position and Duties.



     (a) The Company agrees to employ Employee and Employee agrees to work for

the Company as a senior executive. Employee shall have such duties and authority

as are normally associated with his office. While employed hereunder, Employee

shall devote his full time, effort, skill and attention to the affairs of the

Company. During the term of his employment hereunder, Employee shall not render

any services to any other person that might be in competition with the Company

or any of its subsidiaries or affiliates or in conflict with his position as a

senior executive of the Company or his duty of undivided loyalty to the Company.



     1.2 Term. Unless sooner terminated in accordance with the provisions

hereof, the term of employment shall commence on May 6, 2007 and shall continue

until May 5, 2009. This agreement shall automatically extend thereafter on each

anniversary of the commencement date for additional one-year periods unless

either party delivers written notice thirty days in advance of such anniversary

of the party's intent not to extend this agreement.



2.  COMPENSATION

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



     2.1 Base Salary. While employed hereunder the Company shall pay Employee a

base salary at an annual rate of $504,500.00 or such higher amount or amounts as

the Company may from time to time approve. The base salary shall be due and

payable at the same times and intervals at which salary payments are made to

other senior executives.



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     2.2 Incentive Compensation. Employee will be entitled to participate in all

incentive compensation and bonus plans as such have been maintained by the

Company for its senior executives generally. The Employee's annual incentive

compensation will be payable, with respect to each calendar year, on or before

February 28 in the following year.



     2.3 Employee Benefits. Employee shall be entitled to participate in those

"fringe" benefit plans which the Company provides for its executives generally.

Employee's participation in such plans will be in accordance with and subject to

the terms and provisions thereof.



     2.4 Pension. Employee will continue to participate in Chemed's Excess

Benefit Plan in accordance with and subject to its provisions.



     2.5 Miscellaneous.



     (a) Company will pay or reimburse Employee for his reasonable business

expenses in accordance with Company policies.



     (b) Employee will be entitled to paid vacation in accordance with current

Company policy. Employee will be entitled to payment for unused vacation time in

accordance with Company policy.



     (c) Subject to 1.1(a) of this Agreement, compliance with applicable laws

relating to interlocking directorships, the Company's policies on conflicts of

interest and improper payments and accounting records contained in the Company's



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"Policies on Business Ethics" and "Corporate Governance Principles" and to any

other current applicable Company policy, during the term of Employee's

employment hereunder, Employee will be permitted to accept election, and to

serve as, a director of other entities. Employee will be permitted to retain all

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