THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Chemed Corporation (CHE)

4/11/2006 Proxy Information

In connection with the August 2001 sale of the assets of the Company's former subsidiary, Cadre Computer Resources, Inc. ("Cadre"), to a corporation, Cadre Computer Resources Co. ("Cadre Computer"), owned by certain officers and the current employees of Cadre in August 2001, the Company loaned Cadre Computer $518,000. At December 31, 2005, the aggregate amount of indebtedness outstanding was $220,606. Messrs. McNamara and E. L. Hutton and Ms. Laney are unpaid directors of Cadre Computer. Ms. Laney, who is Chairman and CEO of Cadre Computer, also has a 51% ownership interest in Cadre Computer.

In October 2004, Vitas entered into a pharmacy services agreement ("Agreement") with Omnicare whereby Omnicare will provide specified pharmacy services for Vitas and its hospice patients in geographical areas served by both Vitas and Omnicare. The Agreement has an initial term of three years that renews automatically thereafter for one-year terms. Either party may cancel the Agreement at the end of any term by giving written notice at least 90 days prior to the end of said term. During 2005, Vitas made purchases of $16.2 million from Omnicare under the Agreement.

Mr. E. L. Hutton is non-executive Chairman and a director of the Company and Omnicare. Mr. Gemunder is a director of the Company and President and Chief Executive Officer of Omnicare and Ms. Laney and Mr. Erhart are directors of the Company and Omnicare.

Prior to May 2004, Mr. Hutton had served as executive Chairman of Chemed since November 1993. Previously, he was President and Chief Executive Officer of Chemed, positions he had held from April 1970 to November 1993, and was Chairman and Chief Executive Officer of Chemed from November 1993 until May 2001.

Mr. Walsh is a partner in the New York office of the law firm of Thompson Hine LLP. During 2005, the Dayton, Ohio office of Thompson Hine LLP provided legal services to the Company for which the Company paid $35,716.

Mr. O'Toole's brother-in-law, Thad Jaracz, is employed by Vitas as a Senior Director - Corporate Services. During 2005 Mr. Jaracz received $111,636 in salary and $25,000 as a bonus for services rendered in 2005. He also received 1,200 shares of restricted Capital Stock. Mr. Jaracz also participates in the Vitas employee benefit plans. Mr. O'Toole's brother-in-law, Robert Meyrose was hired as Manager IT Field Service Performance of Vitas on January 17, 2006. His annual rate of pay is $85,000. Mr. Meyrose also participates in the Vitas employee benefit plans.

Walter L. Krebs served as Senior Vice President-Finance, Chief Financial Officer, and Treasurer of Service America Systems, Inc., a wholly owned subsidiary of Chemed Corporation, from October 1997 to July 1999. He was a Senior Vice President and the Chief Financial Officer of Chemed Corporation from January 1990 to April 1991.

Sandra E. Laney served as Executive Vice President of Chemed Corporation from May 2001 until March 2003 and Chief Administrative Officer from May 1991 until March 2003. From November 1993 until May 2001, Ms. Laney held the position of Senior Vice President and, from May 1984 to November 1993, she was a Vice President.

4/4/2005 Proxy Information

Ms. Laney retired as an Executive Vice President and the Chief Administrative Officer of Chemed Corporation on March 1, 2003, having held these positions since May 2001 and May 1991, respectively. Previously, from November 1993 until May 2001, she held the position of Senior Vice President of Chemed.

Mr. Hutton is the father of Thomas C. Hutton, a Vice President and a director of Chemed Corporation.

In connection with the August 2001 sale of the assets of the Company's former subsidiary, Cadre Computer Resources, Inc. ("Cadre"), to a corporation, Cadre Computer Resources Co. ("Cadre Computer"), owned by certain officers and the current employees of Cadre in August 2001, the Company loaned Cadre Computer $518,000. At December 31, 2004, the aggregate amount of indebtedness outstanding was $322,993. Messrs. McNamara and E. L. Hutton and Ms. Laney are directors of Cadre Computer. Ms. Laney, who is Chairman and CEO of Cadre Computer, also has a 45% ownership interest in Cadre Computer.

In October 2004, Vitas entered into a pharmacy services agreement ("Agreement") with Omnicare whereby Omnicare will provide specified pharmacy services for Vitas and its hospice patients in geographical areas served by both Vitas and Omnicare. The Agreement has an initial term of three years that renews automatically thereafter for one-year terms. Either party may cancel the Agreement at the end of any term by giving written notice at least 90 days prior to the end of said term. During 2004, Vitas made purchases of $344,000 from Omnicare under the Agreement.

Mr. E.L. Hutton is non-executive Chairman and a director of the Company and Omnicare. Mr. Gemunder is a director of the Company and President and Chief Executive Officer of Omnicare and Ms. Laney is a director of the Company and Omnicare.

Mr. Walsh is a partner in the New York office of the law firm of Thompson Hine LLP. During 2004 the Dayton, Ohio office of Thompson Hine LLP provided legal services to the Company for which the Company paid $37,119.

3/25/2004 Proxy Information

Walter L. Krebs was a Senior Vice President and the Chief Financial Officer of Chemed Corporation (Roto-Rooter Inc.) from January 1990 to April 1991.

Edward L. Hutton is the father of Thomas C. Hutton. Edward L. Hutton is Chairman of Roto-Rooter Inc., formerly Chemed Corporation, and Omnicare, Inc. He served as President of Roto-Rooter, Inc. from 1970 to November 1993 and Chief Executive Officer from 1970 to May 2001.

In connection with the August 2001 sale of the assets of the Company's former subsidiary, Cadre Computer Resources, Inc. ("Cadre"), to a corporation, Cadre Computer Resources Co. ("Cadre Computer"), owned by certain officers and the current employees of Cadre in August 2001, the Company loaned Cadre Computer $518,000. At December 31, 2003, the aggregate amount of indebtedness outstanding was $422,000. Messrs. McNamara and E. L. Hutton and Ms. Laney are directors of Cadre Computer. Ms. Laney, who is Chairman and CEO of Cadre Computer, also has a 40% ownership interest in Cadre Computer.

Mr. Walsh is a partner with the law firm of Thompson Hine LLP, which provided legal services to the Company in 2003.

3/28/2003 Proxy Information

In connection with the August 2001 sale of the assets of the Company’s former subsidiary, Cadre Computer Resources, Inc. (“Cadre”), to a corporation, Cadre Computer Resources Co. (“Cadre Computer”), owned by certain officers and the current employees of Cadre in August 2001, the Company has loaned Cadre Computer $518,000. Messrs. McNamara and E. L. Hutton and Ms. Laney are directors of Cadre Computer. Ms. Laney also has an 28% ownership interest in Cadre Computer.

In May 1983, the Board of Directors adopted a policy of conferring the honorary designation of Director Emeritus upon former directors who have made valuable contributions to the Company and whose continued advice is believed to be of value to the Board of Directors. Under this policy, each Director Emeritus is furnished with a copy of all agendas and other materials furnished to members of the Board of Directors generally and is invited to attend all meetings of the Board; however, a Director Emeritus is not entitled to vote on any matters presented to the Board. A Director Emeritus is paid an annual fee of $6,200, and for each meeting attended a Director Emeritus is paid $200.

It is anticipated that at the annual meeting of the Board of Directors, Mr. Walter L. Krebs will be designated as a Director Emeritus.

Edward L. Hutton is the father of Thomas C. Hutton.