Exhibit 10.10
                          GENTIVA HEALTH SERVICES, INC.
                    NONQUALIFIED RETIREMENT AND SAVINGS PLAN

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                                                        Effective March 15, 2000

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                          GENTIVA HEALTH SERVICES, INC.
                    NONQUALIFIED RETIREMENT AND SAVINGS PLAN

                                Table of Contents

                                                                            Page
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                                    ARTICLE I
                             Background and Purpose

1.1      Background                                                          1
1.2      Purpose.........................................................    1
1.3      Frozen Benefits.................................................    2

                                   ARTICLE II
                                   Definitions

2.1      Account(s)......................................................    2
2.2      Approved Leave of Absence.......................................    2
2.3      Base Salary.....................................................    2
2.4      Beneficiary.....................................................    2
2.5      Benefits Committee..............................................    3
2.6      Bonus/Incentive Compensation....................................    3
2.7      Break-in-Service................................................    3
2.8      Change in Control...............................................    4
2.9      Code............................................................    4
2.10     Company.........................................................    5
2.11     Company Contributions...........................................    5
2.12     Disability (or Disabled)........................................    5
2.13     Effective Date..................................................    5
2.14     Employee........................................................    5
2.15     ERISA...........................................................    5
2.16     Highly Compensated Employee.....................................    5
2.17     Hours of Service................................................    6
2.18     Participant.....................................................    7
2.19     Participating Employer..........................................    7
2.20     Plan Administrator..............................................    8
2.21     Plan Year.......................................................    8
2.22     Rabbi Trust.....................................................    8
2.23     Secular Trust...................................................    8
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                                     - ii -

2.24     Termination of Employment.......................................    8
2.25     Total Compensation..............................................    8
2.26     Trust(s)........................................................    9
2.27     Trustee(s)......................................................    9
2.28     Unforseeable Emergency..........................................   10
2.29     Valuation Date(s)...............................................   10
2.30     Year(s) of Service..............................................   10

                                   ARTICLE III
                          Eligibility and Participation

3.1      Eligibility.....................................................   10
3.2      Participation...................................................   11

                                   ARTICLE IV
                                  Contributions

4.1      Participant Contributions.......................................   12
4.2      Company or Participating Employer Contributions.................   15

                                    ARTICLE V
                      Investment and Valuation of Accounts

5.1      Investment of Accounts..........................................   16
5.2      Determining the Value of Participant Accounts...................   18

                                   ARTICLE VI
                             Vesting and Forfeitures

6.1      Participant Contributions.......................................   18
6.2      Matching and Profit-Sharing Contributions.......................   18
6.3      Forfeitures.....................................................   19
6.4      Change in Control...............................................   19

                                   ARTICLE VII
                                  Distributions

7.1      In-Service Withdrawals..........................................   20
7.2      Final Distributions.............................................   20
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                                    - iii -

                                  ARTICLE VIII
                  Leaves of Absence, Layoffs, and Reemployment

8.1      Leaves of Absence and Layoffs...................................   23
8.2      Returning to Work After Termination of Employment...............   24

                                   ARTICLE IX
                             Participating Employers

9.1      Adoption by Other Employers.....................................   25
9.2      Allocation of Plan and Trust Expenses...........................   26
9.3      Designation of Company as Agent.................................   26
9.4      Employee Transfers..............................................   26
9.5      Contributions and Forfeitures of Participating Employer.........   27
9.6      Amendments by Participating Employers...........................   27
9.7      Discontinuance of Participation.................................   27

                                    ARTICLE X
                            Amendment and Termination

10.1     Right to Terminate..............................................   27
10.2     Continuation of Trust...........................................   28
10.3     Right to Amend..................................................   28
10.4     Merger or Consolidation.........................................   29

                                   ARTICLE XI
                                 Administration

11.1     Plan Administrator..............................................   29
11.2     Binding Effect..................................................   30
11.3     Delegation of Authority.........................................   30
11.4     Plan Records and Expenses.......................................   30
11.5     Limited Liability...............................................   31
11.6     Insolvency......................................................   31
11.7     Trusts; Funding of Benefits.....................................   32
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                                     - iv -

                                   ARTICLE XII
                                Claims Procedure

12.1     Claims Submission...............................................   33
12.2     Claim Review....................................................   34
12.3     Right of Appeal.................................................   34
12.4     Review of Appeal................................................   34
12.5     Designation.....................................................   35

                                  ARTICLE XIII
                                  Miscellaneous

13.1     Headings........................................................   35
13.2     Uniformity......................................................   35
13.3     Obligations of the Company and Participating Employers..........   35
13.4     Insufficiency of Trust Fund.....................................   36
13.5     Contingent Nature of Accounts...................................   36
13.6     Governing Law...................................................   36
13.7     Gender and Number...............................................   36
13.8     Taxes...........................................................   36
13.9     Plan Benefits Nontransferable...................................   37
13.10    Incompetence....................................................   37
13.11    Identity........................................................   37
13.12    Other Benefits..................................................   38
13.13    Construction....................................................   38
13.14    No Guarantee of Employment......................................   38
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                          GENTIVA HEALTH SERVICES, INC.
                    NONQUALIFIED RETIREMENT AND SAVINGS PLAN

                                    ARTICLE I
                             Background And Purpose

1.1  Background. The Gentiva Health Services, Inc. Nonqualified Retirement and
Savings Plan (the "Plan") was established effective March 15, 2000. The Plan is
an amendment, restatement, merger and continuation of the Olsten Corporation
Nonqualified Retirement and Savings Plan (effective January 1, 1999) and, as
such, includes portions of benefits attributed to employees of Gentiva Health
Services, Inc. (the "Company") and its affiliates that were earned under the
Olsten Corporation Nonqualified Savings Plan for Selected Management Employees;
the Olsten Corporation Nonqualified Retirement Plan for Selected Management
Employees; and the Olsten Corporation Executive Voluntary Deferred Compensation
Plan (together, the "Prior Plans"). Effective March 15, 2000, no further
contributions shall be made to the Prior Plans. As of a date determined by the
Plan Administrator, the assets and liabilities (if any) of the Prior Plans
attributable to employees of the Company or its affiliates shall be transferred
to this Plan.

1.2  Purpose. The Plan was established for the purpose of providing deferred
compensation for a select group of management and highly compensated employees,
as defined in Title I of the Employee Retirement Income Security Act of 1974, as
amended. Participants may make pre-tax and after-tax salary deferrals under the
Plan. In addition, the Participating Employers may match a portion of the
Participant's pre-tax and after-tax salary deferrals. Furthermore, the
Participating Employers may make profit-sharing contributions to the Plan
regardless of whether the Participant has made any deferrals under the Plan.
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1.3  Frozen Benefits. Notwithstanding any provision of this Plan to the
contrary, in all cases, any assets or liabilities transferred to this Plan from
any Prior Plan shall consist solely of frozen benefits accrued under such Prior
Plan.

                                   ARTICLE II
                                   Definitions

2.1  Account(s) means the Participant's Pre-Tax Deferral Account, After-Tax
Deferral Account, Matching Contribution Account, and Profit Sharing Contribution
Account, as determined by the Plan Administrator.

2.2  Approved Leave of Absence means any leave approved by the Participating
Employer, which may or may not include unpaid leaves of absence pursuant to the
Family and Medical Leave Act of 1993.

2.3  Base Salary means the amount paid to an Employee as regular, annual
remuneration for services performed for the Participating Employer, as
determined by the Plan Administrator. Base Salary does not include
Bonus/Incentive Compensation.

2.4  Beneficiary means such beneficiary as the Participant may designate from
time to time in a manner acceptable to the Plan Administrator (which may include
paper, facsimile, electronic or voice response format), to receive any benefit
payable in the event of the Participant's death. Unless otherwise designated,
the Beneficiary with respect to a married Participant shall be the Participant's
surviving spouse. If a Participant has no surviving spouse and has not made a
valid Beneficiary designation hereunder, the Participant's death benefit shall
be paid to the Participant's estate. Beneficiary designations made under the
Olsten Corporation Nonqualified Retirement Savings Plan shall continue in effect
under this Plan until changed by the Participant.
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2.5 Benefits Committee means the committee established by the Company to manage
its various employee benefit plans.

2.6 Bonus/Incentive Compensation means the amount of remuneration for services
paid to an Employee by the Participating Employer as a bonus or incentive in
excess of the Employee's Base Salary, as determined by the Plan Administrator.

2.7 Break-in-Service means:

     (a) A Plan Year during which a Participant is not credited with more than
     five hundred (500) Hours of Service.

     (b)  (1) In computing Hours of Service to determine whether a Participant
          has a Break in Service, a person shall be credited with up to five
          hundred one (501) Hours of Service based on the Participant's previous
          customary service with the Participating Employer for any period of
          absence from work as a result of:

               (A) the Participant's pregnancy;

               (B) the birth of the Participant's child;

               (C) the placement of a child with the Participant in connection
               with the Participant's adoption of such child; or

               (D) the Participant's caring for such child for a period
               beginning immediately following such birth or placement.
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          (2) If the previous customary service cannot be determined, then such
          credit shall be at the rate of eight (8) Hours of Service per day.

               (c) The Hours of Service credited under subsection (b) shall be
               credited in the Plan Year in which the absence from work begins,
               if the Participant would be prevented from having a Break in
               Service in such Plan Year solely because of the Hours of Service
               credited under subsection (b). If the Participant would not be so
               prevented from having a Break in Service during the period
               described in the preceding sentence, then such Hours of Service
               shall be credited in the Plan Year immediately following those in
               which such absence from work begins.

               (d) No credit shall be given under subsection (b) unless the
               Participant furnishes the Plan Administrator with information
               necessary to establish that the absence is for one of the reasons
               enumerated in subsection (b) and the number of days of such
               absence.

2.8  Change in Control means the acquisition by a "person" (as such term is used
in sections 13(d) and 14(d) of the Securities Exchange Act of 1934) of more than
twenty-five percent (25%) of the then outstanding voting stock of the Company,
other than through a transaction arranged by, or with the consent of, the
Company or the Board, or the purchase of at least ten percent (10%) of the then
outstanding shares of voting stock of the Company pursuant to a tender offer or
exchange offer which is opposed by a majority of the members then serving on the
Board. The split off of the Company from Olsten Corporation shall not be treated
as a Change in Control with respect to Participants in the Prior Plans as of the
Effective Date.

2.9  Code means the Internal Revenue Code of 1986, as amended.
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                                      -5-

2.10 Company means Gentiva Health Services, Inc., a Delaware corporation, and
its successors.

2.11 Company Contributions means matching contributions and profit sharing
contributions.

2.12 Disability (or Disabled) means a medically determinable physical or mental
impairment that renders a Participant totally disabled. If the Participant
qualifies to receive benefits under the Participating Employer's long term
disability program, the Participant shall be presumed Disabled for purposes of
this Plan. If the Participant does not qualify to receive benefits under the
Participating Employer's long term disability program, the Plan Administrator
may nevertheless determine that the Participant is Disabled for purposes of this
Plan.

2.13 Effective Date of the Plan means March 15, 2000.

2.14 Employee means a full-time, regular employee of a Participating Employer
who is designated as such on the books and records of the Participating
Employer, as determined by the Plan Administrator.

2.15 ERISA means the Employee Retirement Income Security Act of 1974, as amended
from time to time.

2.16 Highly Compensated Employee means any Employee who is a management or
highly compensated employee (within the meaning of Title I of ERISA), and who:

     (a) is a five percent (5%) owner of the Participating Employer at any time
     during the Plan Year or the preceding Plan Year;
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                                      -6-

     (b) for the preceding Plan Year received Total Compensation in excess of
     the amount specified in Code section 414(q)(1)(B)(i); or

     (c) for the current Plan Year, the Plan Administrator determines that the
     Employee's Total Compensation is expected to exceed the amount specified in
     Code section 414(q)(1)(B)(i) and the Employee is not, for such Plan Year,
     participating in a plan maintained by a Participating Employer that is
     intended to be qualified under Code section 401(a).

2.17 Hours of Service

     (a)  Hours of Service includes each hour:

          (1) for which an individual is paid by, or entitled to pay from, a
          Participating Employer for the performance of duties, and

          (2) for which an individual is paid, or entitled to pay, by the
          Company or Participating Employer with respect to a period of time
          during which no duties are performed due to vacation, holiday, or
          illness, incapacity, disability, maternity leave, layoff, jury duty,
          military duty, or leave of absence (determined in accordance with 29
          C.F.R. ss.2530.200b-2(b) and (c)), and

          (3) for which back pay, irrespective of mitigation of damages, is
          either awarded to an individual or agreed to by the Company or
          Participating Employer.

     (b) An Hour of Service shall not be credited under more than one paragraph
     above. Only five hundred and one (501) Hours of Service will be credited to
     an
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                                      -7-

     individual for any single continuous period of time during which the
     individual was paid but rendered no services, even where such period spans
     more than one computation period.

     (c) An Employee will be credited with forty-five (45) Hours of Service for
     each week for which he or she would be credited with one Hour of Service
     under the Department of Labor regulations.

     (d) Hours of Service shall include employment with the Participating
     Employer and with affiliates of the Participating Employer within the
     meaning of Code section 1563(a).

2.18 Participant means a Highly Compensated Employee who participates in the
Plan as provided in ARTICLE III.

2.19 Participating Employer

     (a) Participating Employer means any entity in the following group that
     includes the Company: (i) a controlled group of corporations, within the
     meaning of Code section 414(b); (ii) a group of trades or businesses under
     common control, within the meaning of Code section 414(c); (iii) an
     affiliated service group, within the meaning of Code section 414(m); or
     (iv) a trade or business required to be aggregated pursuant to Code section
     414(o), provided such entity has adopted this Plan with the permission of
     the Plan Administrator.

     (b) Entities within the Olsten Corporation's controlled group or affiliated
     group through the Effective Date of this Plan shall be treated as
     Participating Employers hereunder, such that employment with such entities
     shall be counted towards crediting Hours of Service or Years of Service for
     purposes of eligibility
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                                      -8-

     for participation, allocation of contributions, vesting and all other
     purposes and compensation from such entities shall be treated as part of
     Total Compensation.

2.20 Plan Administrator means the Benefits Committee.

2.21 Plan Year means the period beginning January 1 and ending on the following
December 31 of each year. However, the initial Plan Year shall be the period
from the Effective Date through December 31, 2000.

2.22 Rabbi Trust means the grantor trust instrument established under Code
section 671 and intended to satisfy the requirements of Revenue Procedure 92-64,
which is designated to hold plan assets associated with Participants' Pre-tax
Salary Deferral Account, Matching Contribution Account and Profit Sharing
Contribution Account, and the earnings thereon.

2.23 Secular Trust means the grantor trust instrument established under Code
section 671, which is designated to hold plan assets associated with
Participants' After-Tax Salary Deferral Account and the earnings thereon.

2.24 Termination of Employment means the later of (i) termination of service
with the Participating Employer or (ii) termination of service with InteliStaf
Holdings, Inc.; provided however, that that the Administrator may deem a
Participant to have a Termination of Employment at any time following the
Participant's termination of service with Gentiva. The split off of the Company
from Olsten Corporation shall not be treated as a Termination of Employment for
any Participant hereunder.
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                                      -9-

2.25 Total Compensation means:

     (a) As determined by the Plan Administrator, all remuneration for services
     paid to an Employee by a Participating Employer, as defined in Code section
     3401(a) (for purposes of income tax withholding at the source), but
     determined without regard to any rules that limit remuneration included in
     wages based on the nature and location of employment or the services
     performed.

     (b) Total Compensation as defined in subsection (a) shall exclude the
     following items (even if includable in gross income), as determined by the
     Plan Administrator:

          (1) reimbursement or other expense allowances;

          (2) fringe benefits (cash and noncash);

          (3) moving expenses and gross up for taxes;

          (4) welfare benefits (including disability income from insurance
          policies);

          (5) payments on account of severance of the Participant from
          employment with a Participating Employer;

          (6) payments on account of early retirement of the Participant;

          (7) income arising from the grant or exercise of stock options;
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                                      -10-

          (8) restricted stock awards; and

          (9) distributions under this Plan.

2.26 Trust(s) means the assets of the Plan held in trust pursuant to the Rabbi
Trust and/or the Secular Trust.

2.27 Trustee(s) means the Trustee of the Rabbi Trust and/or the Trustee of the
Secular Trust as the context may require, and any successor Trustees.

2.28 Unforeseeable Emergency means a sudden, unexpected event beyond the control
of the Participant that would result in severe financial hardship to the
Participant if early withdrawal were not permitted. The amount of the withdrawal
is limited to the amount necessary to meet the emergency. Examples of
Unforeseeable Emergencies include the Participant's sudden and unexpected
illness or accident (or that of the Participant's dependent), or an
extraordinary and unforeseeable loss of the Participant's property due to
casualty as a result of events beyond the Participant's control. Sending a child
to college or purchasing a new home is not an Unforeseeable Emergency. The Plan
Administrator shall determine whether a particular situation qualifies as an
Unforeseeable Emergency, based on the facts and circumstances of each case.

2.29 Valuation Date(s) means each day the recordkeeper values the balances of
the Participants' Accounts.

2.30 Year(s) of Service means the Plan Year during which an Employee has
completed at least 1,000 Hours of Service. All Years of Service shall be
considered except Years of Service prior to the Plan Year in which the
Participant attained age eighteen (18).
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                                      -11-

                                   ARTICLE III
                          Eligibility And Participation

3.1  Eligibility.

     (a) All participants in the Prior Plans who become employed by any entity
     within the Company's controlled or affiliated group as of the Effective
     Date shall become Participants hereunder as of the Effective Date.

     (b) Highly Compensated Employees (i) who are age twenty-one (21) or older;
     (ii) who have completed six (6) months of service with a Participating
     Employer; (iii) who are employed by a Participating Employer on or after
     the Effective Date; (iv) who did not participate in the Prior Plans; and
     (v) who are designated by the Plan Administrator as eligible to participate
     in the Plan, shall become Participants as of the first day of the first
     payroll period of the calendar month occurring on or after the date the
     Employee satisfies such eligibility requirements.

     (c) The Plan Administrator shall have sole discretion to determine when a
     Highly Compensated Employee becomes eligible to participate in the Plan and
     the Plan Administrator may take into consideration whether the Highly
     Compensated Employee has received sufficient notice of his or her
     eligibility to participate in the Plan (such that the Employee may make a
     timely election to defer salary within thirty (30) days of first becoming
     eligible to participate in the Plan). The Plan Administrator shall also
     have sole discretion to determine if an Employee is expected to be a Highly
     Compensated Employee in the current Plan Year based on such Employee's
     expected Total Compensation for the current Plan Year.
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                                      -12-

3.2  Participation. To participate in the Plan, an eligible Highly Compensated
Employee must enroll in the Plan, regardless of whether the Employee elects to
make salary deferral contributions to the Plan. If an Employee fails to enroll
in the Plan, the Plan Administrator shall nevertheless enroll the Employee in
the Plan. Enrollment in the Plan is required in order for the Employee to be
eligible to receive profit sharing contributions hereunder (which are available
to Participants even if the Participant does not make any salary deferral
contributions under the Plan). Participants may enroll in the Plan in any format
acceptable to the Plan Administrator, including, but not limited to, paper,
facsimile, electronic record or voice response record. Participants who enrolled
in the Prior Plans shall be deemed to be enrolled hereunder.

                                   ARTICLE IV
                                  Contributions

4.1  Participant Contributions

     (a) Amount. A Participant may defer receipt of the following amounts, in
     increments of one percent (1%), under procedures established by the Plan
     Administrator; provided, however, that if the Participant's deferrals would
     result in insufficient funds being available from which applicable payroll
     taxes or other required deductions may be withheld, the Plan Administrator
     may require the Participant to reduce his or her deferral amount in order
     to facilitate such required withholding:

          (1) up to thirty percent (30%) of the Participant's Base Salary on a
          pre-tax and/or after-tax basis; and/or

          (2) up to seventy-five percent (75%) of the Participant's
          Bonus/Incentive Compensation on a pre-tax and/or after-tax basis.
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                                      -13-

     (b)  Deferral Elections.

          (1) Elections. In order to elect pre-tax or after-tax salary
          deferrals, each eligible Employee shall deliver a salary deferral
          election to the Plan Administrator in such form as the Plan
          Administrator may accept (including, but not limited to, paper,
          facsimile, electronic record or voice response record). Salary
          deferral elections shall designate the amount of pre-tax and/or
          after-tax Base Salary and Bonus/Incentive Compensation to be deferred,
          the Participant's Beneficiary and such other items as the Plan
          Administrator may prescribe, such as the date the deferred amount is
          to be paid to the Participant. A Participant's deferral election shall
          remain in effect until terminated or amended, as provided below.
          Pre-tax and after-tax deferral elections in effect for Participants
          under the Prior Plans on the Effective Date shall be deemed to
          continue hereunder, until changed by the Participant.

          (2)  Pre-Tax Deferrals.

               (A) Except as provided herein, pre-tax salary deferral elections
               shall be void unless submitted before the first day of the
               calendar year during which the amount to be deferred will be
               earned. However, in the Plan Year in which the Employee is first
               eligible to participate, such salary deferral election shall be
               filed within thirty (30) days of the date on which the Employee
               is first eligible to participate in the Plan and such election
               shall be with respect to Total Compensation earned from the
               Participating Employer during the remainder of such Plan Year.
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                                      -14-

               (B) A Participant may not terminate or amend his or her pre-tax
               salary deferral election for a Plan Year during that Plan Year.
               Any termination or amendment of a pre-tax salary deferral
               election must be made during an annual open enrollment period and
               shall be effective as of the first payroll period of the next
               Plan Year following the date the Plan Administrator receives the
               Participant's revised salary deferral election.

               (C) The Plan Administrator shall credit as a bookkeeping entry to
               the Participant's Pre-Tax Salary Deferral Account the amount
               designated by the Participant on his or her pre-tax salary
               deferral election and any subsequent deemed earnings or losses
               thereon; provided however, that all such amounts shall be subject
               to the rights of the general unsecured creditors of the
               Participating Employer. The Participating Employer shall reduce
               the Participant's Total Compensation in accordance with the
               provisions of the applicable salary deferral election.

          (3)  After-Tax Deferrals.

               (A) An after-tax salary deferral election may be submitted at any
               time; provided, however, that the after-tax deferral election
               shall become effective as of the first day of the first payroll
               period of the calendar month following the date the Plan
               Administrator receives the Participant's salary deferral
               election.

               (B) A Participant may terminate or amend his or her after-tax
               salary deferral election during a Plan Year; provided, however,
               that

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                                      -15-

               such termination or amendment shall become effective as of the
               first day of the first payroll period of the calendar month
               following the date the Plan Administrator receives the
               Participant's revised salary deferral election.

               (C) The Plan Administrator shall credit to the Participant's
               After-Tax Salary Deferral Account the after-tax deferral amount
               designated by the Participant on his or her salary deferral
               election and any subsequent earnings or losses thereon.

     (c) Corrective Contributions. In the sole discretion of the Plan
     Administrator, a Participant may make a special election to defer
     additional pre-tax and/or after-tax amounts under the Plan to accommodate
     late enrollment in the Plan for a particular Plan Year or other
     non-recurring situations (such as transitions between participation in the
     Participating Employer's qualified retirement plans and this Plan or in
     order to correct errors in the operation of the Plan with respect to
     individual circumstances). Such amounts will be deducted from the
     Participant's future Total Compensation.

4.2  Company or Participating Employer Contributions.

     (a)  Matching Contributions.

          (1) The Participating Employer may match a Participant's pre-tax
          and/or after-tax salary deferrals up to six percent (6%) of the
          Participant's Total Compensation. The amount of the match, if any,
          will be announced each year and allocated to the Participant's
          Matching Contribution Account.

          (2) Matching contributions will vest based on the vesting schedule set

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                                      -16-

          forth in ARTICLE VI.

          (3) The Participating Employer shall not contribute any matching
          contributions to the Plan on behalf of the Participant during any
          period in which the Participant's contributions to the Plan have been
          suspended.

     (b)  Profit-Sharing Contributions.

          (1) The Participating Employer may also choose to make a profit
          sharing contribution, in addition to, or in lieu of a matching
          contribution. If the Participating Employer makes a profit sharing
          contribution, only Participants employed by the Participating Employer
          on the last day of the Plan Year who have completed one thousand
          (1,000) Hours of Service during the Plan Year shall be eligible to
          receive an allocation from such profit sharing contribution.

          (2) The amount of any profit sharing contribution shall be determined
          in the sole discretion of the Participating Employer. The
          Participating Employer may vary the amount it contributes to each
          Participant's Profit Sharing Contribution Account. For example, the
          Participating Employer may contribute a fixed percentage of pay for
          earnings up to a certain level and a variable percentage of pay for
          earnings above a specified level. The Participating Employer may also
          choose other methods to determine the amount of the profit sharing
          contribution.

          (3) The amount of any profit sharing contribution, if any, will be
          announced each Plan Year. Profit sharing contributions will vest based
          on the vesting schedule set forth in ARTICLE VI.
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                                      -17-

                                    ARTICLE V
                    Investment And Valuation Of Plan Accounts

5.1  Investment of Accounts

     (a) Actual and Deemed Investments. The assets contributed to the Rabbi
     Trust shall remain the property of the Participating Employer until
     distributions are made to Participants employed by such Participating
     Employer. Accordingly, all investments under the Rabbi Trust shall be
     deemed investments selected by Participants, rather than actual
     investments. The assets contributed to the Secular Trust are treated as the
     property of Participants and therefore, investments under the Secular Trust
     shall be actual (not deemed) investments. Participants' actual or deemed
     investments shall continue in force for subsequent Plan Years until revoked
     or changed by the Participant. Investment directions made by Participants
     in the Prior Plans as of the Effective Date shall be deemed to continue
     hereunder until changed by the Participant.

     (b)  Investment Direction.

          (1) Pre-tax salary deferrals, profit sharing contributions and
          matching contributions are invested in accordance with each
          Participant's deemed investment directions and after-tax contributions
          are invested in accordance with each Participant's actual investment
          directions. Participant's Accounts may be invested in any combination
          of investment options, in accordance with rules established by the
          Plan Administrator.

          (2) A Participant may change investment or deemed investment
          directions at any time by following the procedures announced from time
          to time by the Plan Administrator. Changes in investment direction or
<PAGE>
                                      -18-

          transfer of account balances, in whole or in part, may be accomplished
          in any format acceptable to the Plan Administrator, including, but not
          limited to, paper, facsimile, electronic record or voice response
          record. The change in investment direction shall be effective only
          with respect to subsequent contributions.

     (c)  Responsibility for Investments

          (1) Each Participant is solely responsible for the selection of
          investment funds or deemed investment funds for the Participant's
          Accounts, subject to such rules as the Plan Administrator may
          determine. The Trustees, the Plan Administrator, and the officers,
          supervisors and other employees of the Participating Employers are not
          empowered to advise Participants as to the manner in which Accounts
          should be invested. The fact that an investment fund is available
          under the Plan shall not be construed as a recommendation for
          investment in that fund.

          (2) If a Participant does not direct the investment or deemed
          investment of any of his or her Accounts, the Accounts will be treated
          as being invested in a money market account selected by the Plan
          Administrator until the Participant directs otherwise. Notwithstanding
          the preceding sentence, effective January 1, 2000, the default
          investment shall be a guaranteed interest account.

5.2  Determining the Value of Participant Accounts. The net value of the
Accounts in the Trusts is determined on each Valuation Date. Any net earnings,
losses and expenses associated with the Participant's Accounts since the
preceding Valuation Date shall be allocated to each Participant's Account.
<PAGE>
                                      -19-

                                   ARTICLE VI
                             Vesting And Forfeitures

6.1  Participant Contributions. Vesting means a nonforfeitable right to receive
the value of the Account. Pre-tax and after-tax salary deferrals and the
earnings thereon are always one hundred percent (100%) vested. Pre-tax salary
deferrals and earnings thereon are subject to the claims of the Company's or
Participating Employer's creditors, as described in Section 11.6.

6.2  Matching and Profit-Sharing Contributions.

     (a) Matching and profit sharing contributions begin to vest after
     completion of three (3) Years of Service. A Participant's vested percentage
     is determined on the basis of Years of Service, as follows:

             Years of Service                        Percentage Vested
             ----------------                        -----------------

             Fewer than 3 Years                                0%
             3 Years but Fewer than 4 Years                 33-1/3%
             4 Years but Fewer than 5 Years                 66-2/3%
             5 Years or More                                  100%

     Matching and profit sharing contributions and earnings thereon are subject
     to the claims of the Company's or Participating Employer's creditors, as
     described in Section 11.6.

     (b) Notwithstanding section 6.2(a), Participants become fully vested in the
     value of matching and profit sharing contributions upon Disability or death
     while employed by a Participating Employer.
<PAGE>
                                      -20-

6.3  Forfeitures. If a Participant has a Termination of Employment for any
reason other than death or Disability, he or she will receive the value of his
or her vested Matching Contribution Account and Profit Sharing Contribution
Account and shall forfeit the value of any non-vested Matching and
Profit-Sharing Contributions. The forfeited amount shall be used to reduce
future contributions otherwise required from the Participating Employer.

6.4  Change in Control. Notwithstanding anything to the contrary contained in
the Plan, in the event of a Change in Control, Participants will become fully
vested in the value of matching and profit sharing contributions. Unless the
Plan Administrator provides otherwise, distributions of Participant Accounts
shall be made as soon as practicable following the Change in Control.

                                   ARTICLE VII
                                  Distributions

7.1  In-Service Withdrawals

     (a) Unforeseeable Emergency. Subject to section 7.1(c), Participants may
     receive an in-service withdrawal of pre-tax salary deferrals and vested
     profit sharing and matching contributions (and the earnings thereon) only
     in the event of an Unforeseeable Emergency. The amount of any withdrawal
     due to an Unforeseeable Emergency is limited to the amount necessary to
     ameliorate the emergency, as determined by the Plan Administrator.

     (b) After-Tax Salary Deferrals. Subject to section 7.1(c), a Participant
     may withdraw any after-tax salary deferrals and the earnings thereon at any
     time.
<PAGE>
                                      -21-

     (c) Number of Withdrawals. The Plan Administrator may restrict the number
     of withdrawals permitted in a Plan Year. If such restrictions are imposed,
     the Plan Administrator shall notify Participants accordingly.

7.2  Final Distributions.

     (a)  Distributions During Participant's Lifetime.

          (1) Distributions Upon Termination of Employment. Upon Termination of
          Employment with the Participating Employer, a Participant will be
          entitled to receive the full value of his or her vested Accounts in
          accordance with the Participant's election pursuant to Section
          7.2(a)(2) below. Subject to Section 7.2(a)(3) below, the time and form
          of payment from a Participant's Accounts shall be determined in
          accordance with the last valid designation filed by the Participant
          with the Plan Administrator. Designations of the time and form of
          payment filed by Participants in the Prior Plans as of the Effective
          Date shall continue in force hereunder until changed by the
          Participant.

          (2) Elective Distribution Date and Form of Payment. Participants who
          have not experienced a Termination of Employment may designate a
          specific date on which to receive (or begin receiving) distributions
          from their Plan Accounts. Such payment shall be made (or begin) either
          (i) as soon as practicable following the Participant's Termination of
          Employment or (ii) on the later of (a) the date the Participant
          attains age sixty-five (65) or (b) the date the Participant has a
          Termination of Employment. The Participant may also designate whether
          the payment shall be in the form of a single, lump sum payment or
          approximately equal annual installments, for a period up to ten (10)
          years. Subject to Section

<PAGE>
                                      -22-

7.2(a)(3) below, designations of elective distribution dates and methods of
distribution may be changed so long as the Participant is employed by a
Participating Employer. Furthermore, the designation of a distribution date and
method of distribution made by Participants in the Prior Plan as of the
Effective Date shall continue in force hereunder until changed by the
Participant.

          (3)  One Year Designation Period.

               (A) For Distributions Made Before January 1, 2000. Except as
               provided herein, the designation under Section 7.2(a)(2) above
               are only valid if the designation is filed with the Plan
               Administrator at least one year before the distributions begin.
               Notwithstanding the preceding sentence, the designation under
               Section paragraph (2) above shall be valid if the designation is
               filed with the Plan Administrator within thirty (30) days after
               the date that the Participant is first eligible to participate in
               the Plan. If the designation is filed with the Plan Administrator
               less than one year before the date the distributions are to begin
               and the special rule for the Participant's initial eligibility to
               participate in the Plan does not apply, the Participant's
               previous designation shall be re-instated. In the event the
               Participant does not have any previous designation or if the
               Participant does not elect a distribution date and method under
               this section 7.2(a), then the Participant shall be deemed to have
               elected to receive a single lump sum payment upon Termination of
               Employment with the Participating Employer.
<PAGE>
                                      -23-

               (B) For Distributions Made On or After January 1, 2000. The
               designation of the time and form of payment shall only be valid
               if (i) the designation is filed with the Plan Administrator at
               least six (6) months before the distributions begin and no later
               than the last day of the Plan Year before the first Plan Year for
               which such designation is to apply; (ii) the designation is filed
               with the Plan Administrator during the first thirty (30) days
               that the Participant is eligible to participate in the Plan and
               the distribution commencement date begins not earlier than the
               first day of the calendar year following the date the designation
               is filed with the Plan Administrator; or (iii) thirty (30) days
               from the date this Plan is effective for eligible employees. If
               the Participant's designation does not satisfy the criteria
               described in this paragraph, then the Participant's previous
               designation shall be re-instated. In the event the Participant
               does not have any previous designation or if the Participant does
               not elect a distribution date and method under this section
               7.2(a), then the Participant shall be deemed to have elected to
               receive a single lump sum payment upon Termination of Employment
               with the Participating Employer.

     (b) Distributions After Participant's Death. Upon a Participant's death,
     the balance in full of the Participant's Account shall be payable to the
     Participant's Beneficiary in a lump sum as soon as administratively
     practicable (generally within sixty (60) days after the Valuation Date
     following the Participant's date of death), regardless of whether the
     Participant had elected to receive installment payments.
<PAGE>
                                      -24-

                                  ARTICLE VIII
                  Leaves Of Absence, Layoffs, And Reemployment

8.1  Leaves of Absence and Layoffs. A Participant who is laid off or on an
Approved Leave of Absence will still be considered a Participant until he or she
incurs a Break-in-Service.

     (a) During periods of layoff, the Participating Employer will not make any
     contributions on the Participant's behalf.

     (b) During Approved Leaves of Absence, the Participant may receive an
     allocation of any profit sharing contribution made by the Participating
     Employer for such period.

     (c) During periods of layoff or Approved Leaves of Absence, previous
     matching and profit sharing contributions made on the Participant's behalf
     will continue to vest unless the Participant incurs a Break-in-Service and
     all contributions in the Participant's Accounts will continue to reflect
     the performance of the investment fund(s) selected by the Participant.

     (d) A Participant who receives severance payments from the Participating
     Employer shall not be entitled to participate in the Plan during the period
     in which such severance benefits are being paid. Accordingly, Participants
     shall not be permitted to make any deferral contributions or to receive any
     matching or profit sharing contributions with respect to such severance
     period.

8.2  Returning to Work After Termination of Employment. If a Participant has a
Termination of Employment and is later rehired, the following provisions shall
apply.
<PAGE>
                                      -25-

     (a)  Participation Upon Re-Employment.

          (1) Vested Participants. If the Participant had a vested interest in
          any matching and/or profit sharing contributions at the time the
          Participant had a Termination of Employment, the Participant will
          re-enter the Plan on the first day of the first pay period of the
          month following the date the Participant is credited with an Hour of
          Service after re-employment with the Participating Employer.

          (2) Non-Vested Participants. If the Participant did not have a vested
          interest in any matching or profit-sharing contributions at the time
          the Participant had a Termination of Employment with the Participating
          Employer, then the Participant will re-enter the Plan on the first day
          of the first payroll period of the month following the date the
          Participant completes six (6) months of service with the Participating
          Employer.

     (b)  Vesting Upon Re-employment. Upon re-employment after a
     Break-in-Service, a Participant's previous Years of Service shall be
     restored if:

          (1) the Participant was vested in any matching or profit sharing
          contributions or

          (2) the Participant was not vested in any matching or profit sharing
          contributions and the number of years of the Participant's
          Break-In-Service was less than the greater of five (5) or the number
          of Years of Service the Participant had completed before the
          Break-in-Service.
<PAGE>
                                      -26-

                                   ARTICLE IX
                             Participating Employers

9.1  Adoption by Other Employers.

     (a) Notwithstanding anything herein to the contrary, a Participating
     Employer (other than the Company) may, with the consent of the Plan
     Administrator and the Trustees, adopt the Plan and all of the provisions
     hereof by the execution of a document evidencing such intent and setting
     forth the effective date of the Plan with respect to such Participating
     Employer.

     (b) The Plan Administrator shall have the authority to make any and all
     necessary rules or regulations to effectuate the purposes of this section.

     (c) The Plan is not intended to be a joint venture between the Company and
     any Participating Employer or between any Participating Employers.

     (d) Each Participating Employer shall be solely responsible for providing
     benefits under the Plan for its own Employees. To the extent amounts are
     set aside by the Participating Employer under the Rabbi Trust, such amounts
     shall be subject to the claims of creditors of the particular Participating
     Employer only, and shall not be subject to the claims of creditors of other
     entities participating in the Plan.

9.2  Allocation of Plan and Trust Expenses. Any expenses of the Plan and Trusts
which are to be paid by the Company shall be allocated to the Participating
Employers in the proportion that the total amount in the Trusts attributable to
the Participating Employer's Participants bears to the total assets of the
Trusts.
<PAGE>
                                      -27-

9.3  Designation of Company as Agent. Each Participating Employer shall be
deemed irrevocably to have designated the Company as its agent with respect to
all matters affecting the Trustees and the Plan.

9.4  Employee Transfers. The transfer of employment of a Participant from one
Participating Employer to another Participating Employer shall not affect the
Participant's rights under the Plan and the number of the Participant's Years of
Service shall not be deemed to be interrupted. Transfer of employment between
such entities shall not be treated as a Termination of Employment and
distributions shall not be made from the Plan based on such transfer of
employment. The entity to which the Participant is transferred shall thereupon
become obligated hereunder with respect to such Participant in the same manner
as was the entity from which the Participant was transferred.

9.5  Contributions and Forfeitures of Participating Employer. All contributions
made by a Participating Employer shall be determined separately and shall be
paid to the Accounts of the Employees of such Participating Employer, subject to
all of the terms and conditions of the Plan.

9.6  Amendments by Participating Employers. Participating Employers (other than
the Company) do not have the right to amend the Plan in any regard.

9.7  Discontinuance of Participation. A Participating Employer (other than the
Company) shall be permitted to discontinue or terminate its participation in the
Plan at any time, upon giving reasonable advance notice to the Plan
Administrator. At the time of any such discontinuance or termination,
satisfactory evidence thereof shall be delivered to the Trustees and the
Accounts held in the Trusts for the benefit of Employees of the withdrawing
Participating Employer shall be distributed as soon as administratively
feasible, unless the Plan Administrator provides otherwise.

<PAGE>
                                      -28-

                                    ARTICLE X
                            Amendment And Termination

10.1 Right to Terminate. The Company expressly reserves the right to terminate
the Plan in whole or in part without the consent of Participants or
Beneficiaries. Notice of such termination shall be given to each Participant or
Beneficiary.

10.2 Continuation of Trust.

     (a) Unless the Plan Administrator directs otherwise, upon the termination
     of the Plan in whole or in part with respect to a Participating Employer or
     upon the bankruptcy of the Participating Employer, all unvested
     Participants shall become one hundred percent (100%) vested in their
     benefits under the Plan and distributions shall be made from the Plan as
     soon as practicable.

     (b) Notwithstanding (a) above, if the Plan Administrator so elects, the
     Trusts shall continue if permitted by law. In such event, the Trustees
     shall continue to hold and administer the Trusts for the benefit of the
     Participants in the same manner and with the same powers, rights, and
     privileges as set forth herein; and the Trustees may, in their sole and
     absolute discretion, pay to the Participants their respective amounts
     either immediately or at a future date in accordance with the provisions in
     ARTICLE VII.

10.3 Right to Amend. Except as hereinafter provided, the Benefits Committee
shall have the right to amend the Plan and Trusts at any time and from time to
time but only to the extent that such amendments are required to comply with
changes in the law or such amendments do not increase the costs to the
Participating Employers hereunder. Notwithstanding the preceding sentence, the
Board may amend the Plan and Trusts at any time and from time to time.
Amendments adopted by the Benefits Committee or Board
<PAGE>
                                      -29-

shall not (i) increase the responsibilities of the Plan Administrator or the
Trustees without their written consent; or (ii) directly or indirectly reduce
the Participant's vested Accounts. Notwithstanding anything herein to the
contrary, this Plan may be amended at any time if necessary or desirable to
conform the Plan to the Code or any federal statute with respect to employees'
trusts or any regulations or rulings issued pursuant thereto and no such
amendment shall be considered prejudicial to the rights of any Participant or
Beneficiary. Notice of all material amendments shall be given to each
Participant and Beneficiary entitled to receive distributions under the Plan.

10.4 Merger or Consolidation. The Plan may not be merged or consolidated with
any other plan and its assets or liabilities may not be transferred to any other
plan, unless each person entitled to benefits under the Plan would receive a
benefit immediately after the merger, consolidation or transfer which is equal
to or greater than the benefit he or she would have been entitled to receive
immediately before the merger, consolidation or transfer.

                                   ARTICLE XI
                                 Administration

11.1 Plan Administrator. The Plan Administrator shall have the sole authority,
in its absolute discretion:

     (a) to adopt, amend and rescind such rules and regulations as, in its
     opinion, may be advisable in the administration of the Plan;

     (b) to prescribe the form or forms used in connection with the Plan,
     including salary deferral election forms and beneficiary designation forms
     (which forms shall be consistent with the terms of the Plan but need not be
     identical and which may be in any format acceptable to the Plan
     Administrator, including, but not limited to, paper, facsimile, electronic
     record or voice response record); and
<PAGE>
                                      -30-

     (c) to construe and interpret the Plan and any forms used in the operation
     of the Plan and the rules of the Plan;

     (d) to employ actuaries, accountants, counsel and other persons the Plan
     Administrator deems necessary in connection with the administration of the
     Plan; and

     (e) to take all other necessary and proper actions to fulfill its duties
     under the Plan.

11.2 Binding Effect. All decisions, determinations and interpretations of the
Plan Administrator shall be final and binding on all Participants and
Beneficiaries receiving benefits under the Plan.

11.3 Delegation of Authority. The Plan Administrator may delegate its authority
to administer the Plan to any individual(s) as the Plan Administrator may
determine and such individual(s) shall serve solely at the pleasure of the Plan
Administrator. Any individual(s) who are authorized by the Plan Administrator to
administer the Plan shall have the full power to act on behalf of the Plan
Administrator, but shall at all times be subordinate to the Plan Administrator
and the Plan Administrator shall retain ultimate authority for the
administration of the Plan.

11.4 Plan Records and Expenses. The books and records to be maintained for the
purposes of the Plan shall be maintained by the Company's employees subject to
the supervision of the Plan Administrator. All expenses incurred in connection
with the performance of any settlor functions with respect to the Plan and
Trusts, including, but not limited to, the cost of initially establishing the
various Participant Accounts, shall be paid by the Company, and may be allocated
among other Participating Employers, as

<PAGE>
                                      -31-

provided in section 9.2. Unless the Company determines otherwise, each
Participant's Accounts shall be charged with a pro-rata share of the
administrative expenses and investment fees incurred by the Plan and Trusts,
including, but not limited to, any annual fees imposed by financial
institutions, brokerage firms or otherwise to maintain such Accounts, provided,
however, that all expenses related to any Participant-directed investment (such
as brokerage fees, commissions or other transaction-specific costs) shall be
deducted from such Participant's Accounts.

11.5 Limited Liability. No member of the Company's Board of Directors or the
Benefits Committee and no employee of any Participating Employer shall be liable
to any person for any action taken or omitted in connection with the
establishment or administration of this Plan, including the receipt of benefits
thereunder, unless attributable to his or her own fraud or willful misconduct,
nor shall any Participating Employer be liable to any person for any such action
unless attributable to fraud or willful misconduct on the part of a director or
employee of the Participating Employer.

11.6 Insolvency.

     (a) Should the Participating Employer be considered insolvent (such that
     the Participating Employer is unable to pay its debts as they come due) or
     subject to a proceeding as a debtor under the United States Bankruptcy
     Code, or should the Participating Employer become aware of its pending
     insolvency or bankruptcy, the affected entity, acting through its board of
     directors or chief executive officer shall give immediate written notice of
     such to the Plan Administrator and the Trustees, if any.

     (b) Upon receipt of such notice, the Plan Administrator and the Trustees
     shall cease to make any payments of matching contributions, profit sharing
     contributions, pre-tax contributions and all earnings thereon to
     Participants or Beneficiaries of the affected entity and shall hold any and
     all assets with respect to those Participants and Beneficiaries for the
<PAGE>
                                      -32-

     benefit of the general unsecured creditors of the affected entity. For this
     purpose, it is expressly provided that such assets of each Participating
     Employer which are intended for use in this Plan shall at all times be
     available to creditors of such Participating Employer. Accordingly, the
     Plan shall be administered on an employer-by-employer basis, such that
     accrued liabilities under the Plan on behalf of a particular Participating
     Employer's Employees shall always be available to creditors of such
     Participating Employer.

11.7 Trusts; Funding of Benefits.

     (a) Nothing contained herein shall be deemed to create a trust of any kind
     or create any fiduciary relationship. Funds deposited into the Rabbi Trust
     shall continue for all purposes to be a part of the general funds of the
     Participating Employer and no person other than the Participating Employer
     shall, by virtue of the Plan, have any interest in such funds. Except for
     amounts held in the Secular Trust, to the extent that any person acquires a
     right to receive payments from the Participating Employer under the Plan,
     such right shall be no greater than the right of any unsecured general
     creditor of the Participating Employer.

     (b) Should any insurance contract or other investment be acquired in
     connection with the liabilities assumed under this Plan, it is expressly
     understood and agreed that the Participants and Beneficiaries shall not
     have any right with respect to, or claim against, such assets nor shall any
     such purchase be construed to create a trust of any kind or a fiduciary
     relationship between the Company, Participating Employers and the
     Participants, Beneficiaries or any other person. The Participating Employer
     or the Trust(s) shall be the designated owner and beneficiary of any
     insurance contract acquired in connection with its obligation under this
     Plan.
<PAGE>
                                      -33-

     (c) Each Participant and Beneficiary shall be required to look to the
     provisions of this Plan and to the Participating Employer for enforcement
     of any and all benefits under this Plan. Except for amounts held in the
     Secular Trust, to the extent any Participant or Beneficiary acquires a
     right to receive payment under this Plan, such right shall be no greater
     than the right of any unsecured general creditor of the Participating
     Employer.

                                   ARTICLE XII
                                Claims Procedure

12.1 Claims Submission.

     (a) All claims for benefits under the Plan by a Participant or Beneficiary,
     regardless of the nature of the claim, shall be initially submitted in
     writing to the Plan Administrator. Such claims shall be submitted within a
     reasonable period of time after the date such benefit was, or was purported
     to be, available to the Participant or Beneficiary, with such determination
     of reasonableness to be made by the Plan Administrator in its sole
     discretion. All claims must adequately state the basis for the claim
     including a statement of all pertinent facts and applicable law, except to
     the extent expressly waived by the Plan Administrator. The Plan
     Administrator may prescribe additional procedural requirements for claims,
     not inconsistent herewith.

     (b) In the event that a Participant or Beneficiary does not receive any
     Plan benefit that is claimed, such Participant or Beneficiary shall be
     entitled to consideration and review as provided in this ARTICLE. Such
     consideration and review shall be conducted in a manner designed to comply
     with ERISA section 503.
<PAGE>
                                      -34-

     (c) Failure to follow the requirements of this ARTICLE shall result in the
     denial of the claim submitted. The Participant or Beneficiary submitting
     such deficient claim shall be deemed to have not exhausted his or her
     administrative remedies under the Plan.

12.2 Claim Review. Upon receipt of any written claim for benefits, the Plan
Administrator shall be notified and shall give due consideration to the claim
presented. If the claim is denied to any extent by the Plan Administrator, the
Plan Administrator shall furnish the claimant with a written notice setting
forth (in a manner calculated to be understood by the claimant):

     (a) the specific reason or reasons for denial of the claim;

     (b) a specific reference to the Plan provisions on which the denial is
     based;

     (c) a description of any additional material or information necessary for
     the claimant to perfect the claim and an explanation of why such material
     or information is necessary; and

     (d) an explanation of the provisions of this ARTICLE.

12.3 Right of Appeal. A claimant who has a claim denied under section 12.2 may
appeal for reconsideration of that claim. A request for reconsideration under
this section must be filed by written notice with the Plan Administrator within
sixty (60) days after receipt by the claimant of the notice of denial under
section 12.2.

12.4 Review of Appeal. Upon receipt of an appeal, the Company shall promptly
assign a committee or appropriate officer independent of the Plan Administrator
to review the Plan Administrator's denial of the claim. Such independent
committee or officer shall take action
<PAGE>
                                      -35-

to give due consideration to the appeal. Such consideration may include a
hearing of the parties involved, if the committee or officer feels such a
hearing is necessary. In preparing for this appeal, the claimant shall be given
the right to review pertinent documents and the right to submit in writing a
statement of issues and comments. After consideration of the merits of the
appeal, the committee or officer shall issue a written decision which shall be
binding on all parties. The decision shall be written in a manner calculated to
be understood by the claimant and shall specifically state its reasons and
pertinent Plan provisions on which it relies. The decision on the appeal shall
be issued within sixty (60) days after the appeal is filed, except that if a
hearing is held, the decision may be issued within one hundred twenty (120) days
after the appeal is filed.

12.5 Designation. The Plan Administrator may designate one or more of its
members or any other person of its choosing to make any determination otherwise
required to be made by the Plan Administrator under this ARTICLE.

                                  ARTICLE XIII
                                  Miscellaneous

13.1 Headings. The headings in this Plan are for convenience of reference only
and are not to be considered as constructions of the provisions.

13.2 Uniformity. In the exercise of any discretionary power of authority
hereunder, all Participants under similar circumstances shall be treated in a
uniform and non-discriminatory manner.

13.3 Obligations of the Company and Participating Employers. The Participating
Employers expect to continue the Plan in force indefinitely, but continuance of
the Plan is completely voluntary and is not assumed as a contractual obligation
of the Participating Employers. The obligations of the Participating Employers,
which are expressly stated to be
<PAGE>
                                      -36-

noncontractual, are limited solely to the making of contributions to the Trusts
provided for herein. The Participating Employers shall only be responsible for
making contributions to the Trusts that correspond to the deferral elections
made by the Participating Employer's Employee's, as well as any profit-sharing
contributions that the Participating Employer may make.

13.4 Insufficiency of Trust Fund. The Participating Employer shall not be liable
in any manner to Participants employed by such Participating Employer and the
Participants' Beneficiaries if the Trusts are insufficient to provide for the
payment of all benefits due to such Participants and Beneficiaries. Such
benefits are to be payable only from the Trusts and only to the extent of the
assets of such Trusts. Any person having any claim under the Plan shall look
solely to the Trusts for payment or satisfaction thereof.

13.5 Contingent Nature of Accounts. Except for amounts held in the Secular
Trust, until the deferred benefits are distributed under the Plan to the
Participants or Beneficiaries, the interest of each Participant in this Plan is
contingent only and is subject to forfeiture as provided hereunder. Title to and
beneficial ownership of any assets, whether cash or investments, which the
Participating Employer may set aside to meet its contingent deferred obligation
hereunder shall at all times remain the property of the Participating Employer
and no Participant or Beneficiary shall under any circumstances acquire any
property interest in any specific assets of the Participating Employer.

13.6 Governing Law. This Plan is made under, and shall be subject to and
governed by, the laws of the State of New York.

13.7 Gender and Number. Words used in the masculine shall be read and construed
in the feminine where applicable. Wherever required, the singular of the word
used in this Plan shall include the plural and the plural may be read in the
singular.
<PAGE>
                                      -37-

13.8 Taxes. The Participating Employers have the right to deduct from all
benefits paid under the Plan any taxes required by law to be withheld with
respect to such benefits. The Participating Employers do not represent or
guarantee that any particular federal or state income, payroll, personal
property or other tax consequence will result from participation in this Plan.
Participants should consult their personal tax advisors to determine the tax
consequences of his or her participation in the Plan.

13.9 Plan Benefits Nontransferable. Except for amounts held in the Secular
Trust, the right of any Participant or Beneficiary to any payment hereunder
shall not be subject in any manner to attachment or other legal process for the
debts of such Participant or Beneficiary and any such benefit or payment shall
not be subject to anticipation, alienation, sale, transfer, assignment, pledge
or encumbrance. Any attempt to subject any benefit or payment in whole or in
part to the debts, contracts, liabilities engagements or torts of the
Participant or Beneficiary or any other person, entitled to any such benefit or
payment pursuant to the terms of the Plan shall result, in the discretion of the
Plan Administrator, in the termination of such payment.

13.10 Incompetence. If the Plan Administrator determines that any person to whom
a benefit is payable under the Plan is incompetent by reason of a physical or
mental Disability, the Plan Administrator shall have the power to cause the
payments becoming due to such person to be made to another person for his or her
benefit without the responsibility of the Plan Administrator, the Participating
Employer or Trustees to see to the application of such payments. Any payment
made pursuant to such power shall, as to such payment, operate as a complete
discharge of the Plan Administrator, the Participating Employer and any Trustee.

13.11 Identity. If, at any time, any doubt exists as to the identity of any
person entitled to any payment hereunder or the amount of time of such payment,
the Plan Administrator shall be entitled to hold such sum until such identity or
amount or time is determined or until an order of a court of competent
jurisdiction is obtained. The Plan Administrator shall also be
<PAGE>
                                      -38-

entitled to pay such sum into court in accordance with the appropriate rules of
law. Any expenses incurred by the Participating Employer, the Plan Administrator
and any Trustee incident to such proceeding or litigation shall be charged
against the account of the affected Participant.

13.12 Other Benefits. The benefits of each Participant or Beneficiary hereunder
shall be in addition to any benefits paid or payable to the Participant or
Beneficiary under any other pension, disability, annuity or retirement plan.

13.13 Construction. All questions of interpretation, construction or application
arising under this Plan shall be decided by the Plan Administrator whose
decision shall be final and conclusive upon all persons.

13.14 No Guarantee of Employment. Nothing contained herein shall be construed as
a contract of employment or deemed to give any Participant the right to be
retained in the employ of the Participating Employer, or to interfere with the
rights of any such employer to discharge any individual at any time, with or
without cause, except as may be otherwise agreed to in writing or provided by
applicable law.

     IN WITNESS WHEREOF, this Plan has been executed effective March 15, 2000.

                                                   GENTIVA HEALTH SERVICES, INC.

                                               By: _____________________________
<PAGE>
                                      -39-


                             FIRST AMENDMENT TO THE
                          GENTIVA HEALTH SERVICES, INC.
                     NONQUALIFIED DEFERRED COMPENSATION PLAN

     WHEREAS, Gentiva Health Services, Inc. (the "Company") maintains the
Gentiva Health Services, Inc. Nonqualified Deferred Compensation Plan (the
"Plan"); and

     WHEREAS, Section 10.3 provides that the Benefits Committee may amend the
Plan from time to time, to the extent that the amendment does not result in
increased costs to the Company; and

     WHEREAS, the Benefits Committee wishes to amend the Plan to provide
participants with two additional choices with respect to the timing of the
payment of their benefits under the Plan and to change the default rule with
respect to when timing of payments of benefits begins;

     NOW THEREFORE, the following sections of the Plan are amended as follows,
effective January 1, 2002:

                                      FIRST

     Section 7.1 is amended as follows:

     (a) Unforeseeable Emergency. Subject to section 7.1(d), Participants may
     receive an in-service withdrawal of pre-tax salary deferrals and vested
     profit sharing and matching contributions (and the earnings thereon) in the
     event of an Unforeseeable Emergency. The amount of any withdrawal due to an
     Unforeseeable Emergency is limited to the amount necessary to ameliorate
     the emergency, as determined by the Plan Administrator.

     (b) Immediate Distribution. Subject to 7.1(d), Participants may receive an
     in-service withdrawal of the total balance of their pre-tax salary
     deferrals and vested profit sharing and matching contributions (and
     earnings thereon) at any time the Participant so designates on an election
     form specified by the Plan Administrator; provided, however, that the
     Participant's total balance in the Plan will be reduced by 10% as a penalty
     for such early withdrawal. Such payments (and forfeiture of
<PAGE>
                                      -40-

     the penalty amount) shall be made as soon as practicable following the Plan
     Administrator's receipt of the appropriately completed distribution
     election form.

     (c) After-Tax Salary Deferrals. Subject to section 7.1(d), a Participant
     may withdraw any after-tax salary deferrals and the earnings thereon at any
     time.

     (d) Number of Withdrawals. Notwithstanding the foregoing provisions of this
     section 7.1, the Plan Administrator may restrict the number of withdrawals
     permitted in a Plan Year.

                                     SECOND

     Section 7.2(a)(2) is amended as follows:

          (2) Elective Distribution Date and Form of Payment. Participants who
          have not experienced a Termination of Employment may designate a
          specific date on which to receive (or begin receiving) distributions
          from their Plan Accounts. Such payment shall be made (or begin): (i)
          as soon as practicable following the Participant's Termination of
          Employment; (ii) in the first calendar year that begins after the
          calendar year in which the Termination of Employment occurs; or (iii)
          on the later of (a) the date the Participant attains age sixty-five
          (65) or (b) the date the Participant has a Termination of Employment.
          The Participant may also designate whether the payment shall be in the
          form of a single, lump sum payment or approximately equal annual
          installments, for a period up to ten (10) years. Subject to Section
          7.2(a)(3) below, designations of elective distribution dates and
          methods of distribution may be changed so long as the Participant is
          employed by a Participating Employer. Furthermore, the designation of
          a distribution date and method of distribution made by Participants in
          the Prior Plan as of the Effective Date shall continue in force
          hereunder until changed by the Participant.
<PAGE>
                                      -41-

                                     THIRD

     Section 7.2(a)(3)(B) is amended as follows:

               (B) For Distributions Made On or After January 1, 2000. The
               designation of the time and form of payment shall only be valid
               if (i) the designation is filed with the Plan Administrator at
               least six (6) months before the distributions begin and no later
               than the last day of the Plan Year before the first Plan Year for
               which such designation is to apply; (ii) the designation is filed
               with the Plan Administrator during the first thirty (30) days
               that the Participant is eligible to participate in the Plan and
               the distribution commencement date begins not earlier than the
               first day of the calendar year following the date the designation
               is filed with the Plan Administrator; or (iii) the designation is
               filed with the Plan Administrator during the first thirty (30)
               days from the date this Plan is effective for eligible employees.
               If the Participant's designation does not satisfy the criteria
               described in this paragraph, then the Participant's previous
               designation shall be re-instated. If for any reason the
               Participant has not made a valid designation, then the
               Participant shall be deemed to have elected to receive a single
               lump sum payment in the first calendar year that begins after the
               calendar year in which the Termination of Employment with the
               Participating Employer occurs.
<PAGE>
                                      -42-

     IN WITNESS WHEREOF, the Benefits Committee hereby adopts this First
Amendment to the Gentiva Nonqualified Deferred Compensation Plan, effective
January 1, 2002.

                                             BENEFITS COMMITTEE

                                             -----------------------------------
                                             John Collura

                                             -----------------------------------
                                             Patty Ma

                                             -----------------------------------
                                             David Silver
<PAGE>
                                      -43-

                             SECOND AMENDMENT TO THE
                          GENTIVA HEALTH SERVICES, INC.
                    NONQUALIFIED RETIREMENT AND SAVINGS PLAN

     WHEREAS, Gentiva Health Services, Inc. (the "Company") maintains the
Gentiva Health Services, Inc. Nonqualified Retirement and Savings Plan (the
"Plan"); and

     WHEREAS, Section 10.3 provides that the Benefits Committee may amend the
Plan from time to time, to the extent that the amendment does not result in
increased costs to the Company; and

     WHEREAS, the Benefits Committee wishes to amend the Plan to provide
participants who will terminate employment with the Company as a result of the
sale of the Company's Specialty Pharmaceutical Services ("SPS") line of business
with the opportunity to elect the form and timing of the distribution of their
Plan benefits and to reinstate the Plan's original default rule with respect to
when payment of benefits begins;

     NOW THEREFORE, the following sections of the Plan are amended as follows,
effective January 1, 2002:

                                      FIRST

     Section 7.2(a)(2) is amended as follows:

          (2) Elective Distribution Date and Form of Payment. Participants who
          have not experienced a Termination of Employment may designate a
          specific date on which to receive (or begin receiving) distributions
          from their Plan Accounts. Such payment shall be made (or begin): (i)
          as soon as practicable following the Participant's Termination of
          Employment; (ii) in the first calendar year that begins after the
          calendar year in which the Termination of Employment occurs; or (iii)
          on the later of (a) the date the Participant attains age sixty-five
          (65) or (b) the date the Participant has a Termination of Employment.
          The Participant may also designate whether the payment shall be in the
          form of a single, lump sum payment or approximately equal annual
          installments, for a period up to ten (10) years.
<PAGE>
                                      -44-

          Subject to Section 7.2(a)(3) below, designations of elective
          distribution dates and methods of distribution may be changed so long
          as the Participant is employed by a Participating Employer.
          Furthermore, the designation of a distribution date and method of
          distribution made by Participants in the Prior Plan as of the
          Effective Date shall continue in force hereunder until changed by the
          Participant.

                                     SECOND

     Section 7.2(a)(3)(B) is amended as follows:

               (B) For Distributions Made On or After January 1, 2000. The
               designation of the time and form of payment shall only be valid
               if (i) the designation is filed with the Plan Administrator at
               least six (6) months before the distributions begin and no later
               than the last day of the Plan Year before the first Plan Year for
               which such designation is to apply; (ii) the designation is filed
               with the Plan Administrator during the first thirty (30) days
               that the Participant is eligible to participate in the Plan and
               the distribution commencement date begins not earlier than the
               first day of the calendar year following the date the designation
               is filed with the Plan Administrator; (iii) the designation is
               filed with the Plan Administrator during the first thirty (30)
               days from the date this Plan is effective for eligible employees;
               or (iv) the Participant will terminate employment with the
               Company as a result of the sale of the Company's Specialty
               Pharmaceutical Services ("SPS") line of business and the
               designation is filed with the Plan Administrator no later than
               the day before the closing date of the Company's sale of SPS. If
               the Participant's designation does not satisfy the criteria
<PAGE>
                                      -45-

               described in this paragraph, then the Participant's previous
               designation shall be re-instated. If for any reason the
               Participant has not made a valid designation, then the
               Participant shall be deemed to have elected to receive a single
               lump sum payment upon Termination of Employment with the
               Participating Employer.

<PAGE>
                                      -46-

     IN WITNESS WHEREOF, the Benefits Committee hereby adopts this Second
Amendment to the Gentiva Nonqualified Retirement and Savings Plan, effective
January 1, 2002.

                                             BENEFITS COMMITTEE

                                             -----------------------------------
                                             John Collura

                                             -----------------------------------
                                             Patty Ma

                                             -----------------------------------
                                             David Silver

<PAGE>
                                      -47-


                         REVISED THIRD AMENDMENT TO THE
                          GENTIVA HEALTH SERVICES, INC.
                    NONQUALIFIED RETIREMENT AND SAVINGS PLAN

     WHEREAS, Gentiva Health Services, Inc. (the "Company") maintains the
Gentiva Health Services, Inc. Nonqualified Retirement and Savings Plan (the
"Plan"); and

     WHEREAS, Section 10.3 provides that the Benefits Committee may amend the
Plan from time to time, to the extent that the amendment does not result in
increased costs to the Company; and

     WHEREAS, the Benefits Committee wishes to amend the Plan to provide a
vesting schedule which parallels the matching contribution vesting schedules in
the Gentiva Health Services Qualified Plans;

     NOW THEREFORE, the following section of the Plan is amended as follows:

                                      FIRST

     Section 6.2 is hereby amended as follows:

          (a) Matching and profit sharing contributions and earnings thereon are
     subject to the claims of the Company's or Participating Employer's
     creditors, as described in Section 11.6. Notwithstanding sections 6.2(b)
     and (c), Participants become fully vested in the value of matching and
     profit sharing contributions upon Disability or death while employed by a
     Participating Employer.

          (b) With respect to Participants who experience a termination of
     employment before January 1, 2002, the Participant's vested percentage
     accrued before January 1, 2002 is determined on the basis of Years of
     Service, as follows:

                  Years of Service                       Percentage Vested
                  ----------------                       -----------------

                  Fewer than 3 Years                           0%
                  3 Years but Fewer than 4 Years             33-1/3%
                  4 Years but Fewer than 5 Years             66-2/3%
                  5 Years or More                              100%
<PAGE>
                                      -48-

          (c) With respect to Participants who have not terminated employment
     before January 1, 2002, the Participant's entire vested percentage
     (regardless of whether it accrued before January 1, 2002) is determined on
     the basis of Years of Service, as follows:

                  Years of Service                 Percentage Vested
                  ----------------                 -----------------

                           1                                0%
                           2                               25%
                           3                               50%
                           4                               75%
                           5                              100%

                                     SECOND
                  The effective date of this Revised Third Amendment shall be
January 1, 2002, unless provided otherwise herein.

         IN WITNESS WHEREOF, the Benefits Committee hereby adopts this Revised
Third Amendment to the Gentiva Nonqualified Retirement and Savings Plan.

                                             BENEFITS COMMITTEE

                                             -----------------------------------
                                             John Collura

                                             -----------------------------------
                                             Patty Ma

                                             -----------------------------------
                                             David Silver
<PAGE>
                                      -49-

                             FOURTH AMENDMENT TO THE
                          GENTIVA HEALTH SERVICES, INC.
                    NONQUALIFIED RETIREMENT AND SAVINGS PLAN

     WHEREAS, Gentiva Health Services, Inc. (the "Company") maintains the
Gentiva Health Services, Inc. Nonqualified Retirement and Savings Plan (the
"Plan"); and

     WHEREAS, Section 10.3 provides that the Benefits Committee may amend the
Plan from time to time, to the extent that the amendment does not result in
increased costs to the Company; and

     WHEREAS, the Benefits Committee wishes to amend the Plan to clarify that
eligible individuals may participate in the Plan immediately upon date of hire
with respect to salary deferral contributions and may begin receiving matching
contributions after completion of six months of service;

     NOW THEREFORE, the following section of the Plan is amended as follows:

                                      FIRST

     Section 3.1(b) is hereby amended as follows:

     (b) (1) Effective April 1, 2001, Highly Compensated Employees (i) who are
     age twenty-one (21) or older; (ii) who have completed one hour of service
     with a Participating Employer; (iii) who are employed by a Participating
     Employer on or after the Effective Date; (iv) who did not participate in
     the Prior Plans; and (v) who are designated by the Plan Administrator as
     eligible to participate in the Plan, shall become eligible to make salary
     deferral contributions under Section 4.1 as soon as administratively
     possible following date of hire; provided however, that such Highly
     Compensated Employees shall not be eligible to receive Matching
     Contributions under Section 4.2(a) until they have completed six (6) months
     of service with a Participating Employer.

          (2) Prior to April 1, 2001, Highly Compensated Employees

<PAGE>
                                      -50-

          (i) who are age twenty-one (21) or older; (ii) who have completed six
          (6) months of service with a Participating Employer; (iii) who are
          employed by a Participating Employer on or after the Effective Date;
          (iv) who did not participate in the Prior Plans; and (v) who are
          designated by the Plan Administrator as eligible to participate in the
          Plan, shall become Participants as of the first day of the first
          payroll period of the calendar month occurring on or after the date
          the Employee satisfies such eligibility requirements.

                                     SECOND
                  The effective date of this Fourth Amendment shall be April 1,
2001, unless provided otherwise herein.

         IN WITNESS WHEREOF, the Benefits Committee hereby adopts this Fourth
Amendment to the Gentiva Nonqualified Retirement and Savings Plan.

                                          BENEFITS COMMITTEE

                                          --------------------------------------
                                          John Potapchuk

                                          --------------------------------------
                                          Doug Dahlgard

                                          --------------------------------------
                                          Kevin Marrazo

                                          --------------------------------------
                                          Nick Florio