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                              ANGELICA CORPORATION

                                SUPPLEMENTAL PLAN

                       (FOR SELECTED MANAGEMENT EMPLOYEES)

                             Effective April 1, 1980

                        Restated As of September 1, 2000






Includes amendments through the date of restatement,
the last amendment being February 1, 1997



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                              ANGELICA CORPORATION
                                SUPPLEMENTAL PLAN
                       (For Selected Management Employees)

     ANGELICA CORPORATION hereby establishes this Supplemental Plan, formerly
known as the Deferred Compensation Plan effective as of April 1, 1980, as
amended and restated through September 1, 2000. This Plan will supplement the
retirement benefits which a Participant will receive under the Company's
qualified pension plan, and, except as provided in Section 14 hereof, will not
be funded in any way or for any Participant prior to the time payments become
due to such Participant hereunder. The Plan is intended to be an unfunded
deferred compensation plan for a select group of management employees within
the meanings of Sections 201(2) and 301(a)(3) of the Employee Retirement
Income Security Act of 1974, and shall be construed and interpreted
accordingly.

     1.   Definitions. The words and phrases defined below have the meanings
          -----------
          herein set out:

          (a)  The word "Company" means ANGELICA CORPORATION, a Missouri
               corporation, its successor(s) and assign(s), and any
               corporation(s) into which or with which it may be liquidated,
               merged or consolidated. The term "Parent Company" refers to
               Angelica Corporation alone, excluding its subsidiaries, and
               unless otherwise indicated, the unmodified word "Company"
               refers to the Parent Company and all its subsidiaries as of
               February 1, 1980, taken collectively (but only so long as any
               such subsidiary continues to satisfy the requirements of
               paragraph (h) of this Section).

          (b)  The word "Committee" means the Compensation and Organization
               Committee of the Board.

          (c)  The word "Board" means the Board of Directors of the Parent
               Company.

          (d)  The word "Employee" means any person regularly employed full
               time by the Company in any capacity (including officers, and
               also including directors who regularly render services to the
               Company as regular full time employees).

          (e)  The word "Participant" means an Employee who is eligible to
               participate herein in accordance with Section 2 hereof and who
               has executed an Agreement in the form attached hereto as
               Exhibit A.

          (f)  The word "compensation" means all remuneration for personal
               services paid a Participant by the Company during a Plan Year,
               including discretionary or incentive bonus or other extra
               compensation and all employee contributions under the Angelica
               Corporation Retirement Savings Plan, the Angelica Corporation
               Deferred Compensation Option Plan for Directors and the
               Angelica Corporation Deferred Compensation Option Plan for
               Selected Management


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               Employees, whether or not such contributions constituted
               taxable income to the Participant, but excluding any matching
               contributions in cash and/or Company stock made by the Company
               on behalf of the Participant under an incentive, stock or
               nonqualified deferred compensation plan maintained by the
               Company, any contractual bonus committed in connection with the
               acquisition of any business by the Company, any costs of this
               plan, any amount contributed by the Company for the benefit of
               such Participant to any pension or profit sharing plan
               (including the Federal Social Security Program), any amount
               paid by the Company on behalf of such Participant for life,
               accident, health or medical insurance or for any other
               so-called 'fringe benefits,' or any reimbursement (directly or
               indirectly) of expenses, or any expense paid on behalf of such
               Participant.

          (g)  The term "final average compensation" means one third of the
               aggregate compensation paid a Participant during the three full
               Plan Years out of the five full Plan Years immediately
               preceding the date on which (i) he ceases to be an Employee or
               (ii) his benefit is frozen and/or formula and amount is
               decreased during which the Participant was paid the largest
               amount of compensation.

          (h)  The word "subsidiary" means any business enterprise, whether or
               not incorporated, of which the Parent Company, directly or
               indirectly (either alone or in conjunction with one or more
               other subsidiaries), owns at least 80% of the equity interest.

          (i)  The "Plan Year" is the calendar year. The Plan Year need not
               coincide with the fiscal year adopted by the Company for
               financial or tax purposes, and may be changed from time to time
               by the Board.

          (j)  "Change in Control" means a change in control of the Parent
               ------------------
               Company of a nature that would be required to be reported in
               response to Item 5(f) of Schedule 14A of Regulation 14A
               promulgated under the Exchange Act; provided that, a Change in
               Control shall be deemed to have occurred if (i) any Person,
               other than the Company, is or becomes the "beneficial owner"
               (within the meaning of Rule 13d-3 under the Exchange Act),
               directly or indirectly, of securities of the Parent Company
               which represent thirty-percent (30%) or more of the combined
               voting power of the Parent Company's then outstanding
               securities, (ii) the Continuing Directors cease to comprise a
               majority of the Board, (iii) the shareholders of the Parent
               Company approve a sale of substantially all or all of the
               assets of the Parent Company, or (iv) the Parent Company is not
               the surviving and parent corporation as a result of any merger
               or consolidation to which it is a party, not including,
               however, a merger solely to effect a change in the state of its
               incorporation. Notwithstanding the above, an event described in
               (i), (iii), or (iv) shall not constitute a Change in Control if
               it is approved in advance in writing by a majority of the
               Continuing Directors.


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          (k)  "Continuing Director" means each individual who is a member of
               --------------------
               the Board on January 1, 1991, and each individual who becomes a
               member of the Board after such date without opposition from a
               majority of the then Continuing Directors; provided that, an
               individual shall not be a Continuing Director while such
               individual is (or has contracted to become) a full-time
               employee of the Company.

          (l)  "Person" means any "person" within the meaning of Section 13(d)
               -------
               and 14(d) of the Exchange Act.

          (m)  "Potential Change in Control" means (i) the commencement by any
               ----------------------------
               Person, other than the Company, of a tender or exchange offer
               for thirty-percent (30%) or more of the then outstanding shares
               of common stock of the Parent Company, (ii) the execution of an
               agreement by the Parent Company, the consummation of which
               would result in a Change in Control, (iii) the public
               announcement by any Person, including the Company, of such
               Persons intent to take or consider taking actions which, if
               consummated, would result in a Change in Control, or (iv) the
               adoption by the Board of a resolution to the effect that, for
               purposes of this Plan, a Change in Control is imminent.

2.   Eligibility to Participate. Participation in this Plan is available only
     --------------------------
     to Employees who have been selected for participation by the Board, and
     no Employee may become a Participant otherwise. Participation is limited
     to a select group of highly compensated, management personnel, never more
     than 50 persons at any given time (for this purpose, persons who are no
     longer employed will not be considered to be Participants).

     The Board is authorized to prescribe criteria for determining eligibility
     to participate in this Plan, which may include a minimum level of
     compensation (which may vary by locale, taking into account regional
     differences in living costs). The criteria will be reviewed annually to
     determine whether any revision is necessary to keep pace with changing
     circumstances. The Board may if it sees fit delegate its authority with
     respect to this Plan to the Compensation and Organization Committee of
     the Board.

3.   Procedure to Become a Participant. An employee who has been invited by
     ---------------------------------
     the Board to participate in the Plan and who desires to do so shall
     execute an Agreement in the form attached hereto as Exhibit A.

4.   Amounts Payable.
     ---------------

     (a)  The amount payable annually to a Participant who has at least 30
          years of service with the Company when he ceases to be an Employee
          will be an amount (called the "formula amount"), established by the
          Board at the time the Participant joins the Plan and not subject to
          decrease except as set out in subsection (d) (though subject to
          increase in the discretion of the Board), between 30 and 50 percent
          of the Participant's final average compensation (the "Supplemental
          Annual Benefit"). The Supplemental Annual Benefit shall


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          be decreased by the annual amount payable for the payment period
          specified in Section 6(a) or (b) (when expressed as a life annuity
          which is the actuarial equivalent of the amount payable) to him by
          the Company then or thereafter under any other retirement or
          deferred compensation plan or contract, including amounts payable
          under the Angelica Corporation Pension Plan or under the Company's
          predecessor Deferred Income Sharing Plan and, if appropriate, the
          related Consulting and Advisory Contracts, but excluding all amounts
          payable under the Angelica Corporation Deferred Compensation Option
          Plan for Selected Management Employees and the Angelica Corporation
          Retirement Savings Plan. Anything contained herein to the contrary
          notwithstanding, the formula amount with respect to a Participant
          whose employment terminates with the Company, is reemployed with the
          Company and who again becomes a Participant in the Plan before any
          benefit to which he is entitled under the Plan is paid to him, shall
          be the formula amount established by the Board at the time the
          Participant subsequently becomes a Participant in the Plan."

     (b)  A Participant whose total number of full years of service with the
          Company is less than 30 at the time he ceases to be employed will
          receive annually that portion of the formula amount to which he
          would otherwise be entitled as is appropriate to the circumstances
          of his leaving and his total number of years of service with the
          Company, and subject to the provisions of subsection (d), as
          follows:

          (i)  if the Participant has less than 10 years of service at such
               time he will receive nothing; and

          (ii) if the Participant has at least 10 years of service at such
               time he will receive 25% of such formula amount plus an
               additional 3-3/4% of such amount for each of his next 20
               additional years of service (that is, until he has a total of
               30 such years of service).

     (c)  For purposes of this Plan, a Participant's service with the Company
          shall mean the aggregate period of the Participant's continuous
          uninterrupted employment with the Company and all subsidiaries
          (including those whose business activities are conducted principally
          outside the United States of America) immediately prior to the date
          the determination of his service is being made, disregarding all
          previous periods of discontinuous service (if any). Periods of
          uninterrupted service will not be considered to be discontinuous if
          the interruption was because of leave of absence granted by the
          Company, military duty or other governmental service, or temporary
          physical or mental incapacity. Ordinarily no service after the
          Participant reaches age 65 will be taken into account; however, in
          specific cases the Board may authorize the crediting of up to an
          additional three years of service beyond such age. In the case of a
          Participant who was employed by an enterprise which was acquired by
          the Company, each full year of service prior to the acquisition date
          will be considered one-half year of service with the Company for
          purposes of this Plan, and fractional years shall be disregarded.
          Notwithstanding the terms of this subsection (c), to determine the
          service of a


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          Participant whose employment terminates with the Company, is
          reemployed with the Company and who again becomes a Participant in
          the Plan before any benefit to which he is entitled under the Plan
          is paid to him, such Participant's service shall be the sum of his
          prior aggregate period of continuous uninterrupted employment with
          the Company and all subsidiaries as specified above and any
          subsequent period of continuous uninterrupted employment with the
          Company and all subsidiaries as determined hereunder.


     (d)  Notwithstanding the terms of the subsections (a) and (b) of this
          paragraph 4, as relate to participants who were invited to
          participate in the Plan on or after July 18, 1989, the Board may,
          upon a determination that a Participant has been assigned lesser job
          responsibilities and such new position does not, in the Board's
          opinion, warrant the Participant's continued participation in the
          Plan at the formula amount at which the Participant is currently
          participating, (i) freeze the benefit payable at the amount which
          would then be payable to the Participant, the same as if the
          Participant's employment had terminated and no further benefit shall
          accrue to the Participant; or (ii) freeze the benefit payable at the
          amount which would then be payable to the Participant, the same as
          if the Participant's employment had terminated, with future benefits
          to accrue at a decreased formula amount, provided, however, that in
          the event the participant has less than ten years service at the
          time of the event contemplated by this subsection, such Participant
          shall be deemed vested for the number of years he has participated
          in the Plan.

          Examples of calculations pursuant to the paragraph are set out in
          Exhibit C attached hereto.

5.   Death or Disability of a Participant while Employed. If a Participant
     ---------------------------------------------------
     dies or becomes totally and permanently disabled while still employed by
     the company such Participant, or if not then living, the Participant's
     designated Beneficiary (or Beneficiaries, in shares as provided in the
     Agreement) shall be entitled to receive a benefit equal to that portion
     of the formula amount to which the Participant would otherwise be
     entitled as follows: 2.5% of such formula amount for each of the first 10
     years of service, plus an additional 3-3/4% of such formula amount for
     each of the Participant's next 20 additional years of service to a total
     maximum of 30 years of service. A Participant shall be deemed to be
     totally and presumably permanently disabled for purposes of this Plan if,
     based on competent medical advice to the Board (which the Board may
     require to be resubmitted annually) , he is prevented from performing the
     duties of his occupation because of a physical or mental condition which
     is expected to be of long continued or indefinite duration or to result
     in death.

6.   Payment.
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     (a)  Normally, no payment will be made under this Plan until a
          Participant reaches age 65. Payment of the formula amount due a
          Participant who has reached age 65 will be made in 120 equal monthly
          installments over a period of ten years, beginning on the first day
          of the month coinciding with or immediately


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          following the date he first satisfies the conditions for receipt of
          payments described below. If a Participant dies before receiving the
          entire amount due him, the balance (i.e., the remaining number of
          monthly payments) will be paid to his designated Beneficiary (or
          Beneficiaries).

     (b)  Notwithstanding paragraph (a), a Participant may, by irrevocable
          written election filed with the Company at any time prior to the
          time he receives payment of any amount due him hereunder, elect to
          receive his payments in either 180 equal monthly installments over a
          fifteen year period or 240 equal monthly installments over a twenty
          year period. As in the case of payments under paragraph (a) above,
          if a Participant dies before receiving the entire amount due him,
          the balance, (i.e., the remaining number of monthly payments) will
          be paid to his designated Beneficiary (or Beneficiaries). Any
          election may be changed at any time before payments begin hereunder,
          but may be changed only once after such payments begin. Amounts
          actually payable in the case of any such elections shall be the
          actuarial equivalent of the formula amount which would otherwise
          have been payable in 120 equal monthly installments.

     (c)  With the consent of the Board, a Participant who is no longer
          employed by the Company may begin to receive payments at any time
          after he has reached age 60 (so long as he has satisfied the
          conditions for receipt of payments described below), but in any
          such case the formula amount will be discounted by 3% for each year
          that the Participant's age is less than 65 (if a Participant has
          elected some optional payment period under paragraph (b), an
          appropriate, actuarially equivalent adjustment shall be made to the
          monthly payment he is to receive).

     (d)  Notwithstanding the above, no amount will be payable under this Plan
          to any disabled Participant if the result of such payment would be
          to cause the Participant to suffer a reduction in any amount
          otherwise payable to him under any insured disability-income-
          protection or long-term-disability program maintained by the
          Company. Any amount not paid by reason of this paragraph shall be
          deferred without interest for future payment to the Participant or
          his Beneficiary or Beneficiaries at such time when such payment will
          not cause a reduction in such insured payments. Payments to a
          disabled Participant shall cease, and (unless he returns to the
          employ of the Company) all his rights to future payments hereunder
          shall be forfeited, if the Participant engages in any substantial
          activity for profit, for himself or as an employee of any third
          party, without the consent of the Board. Board consent to any such
          activity shall be binding on the Company so long as there is no
          material change in the circumstances of the Participant from those
          prevailing at the time of such consent. It is the intent of this
          provision to prevent a Participant who leaves the Company for health
          reasons from receiving payments under this Plan while engaged in
          activities incompatible with the reasons for such leaving. This
          provision is not intended to prohibit activities connected with the
          management of personal investments and properties, or employment of
          a limited nature, unless such activities are prohibited by Section 8.
          The determination as to whether a Participant is not eligible to


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          receive or to continue to receive payments shall be made by the
          Board in its absolute discretion, at the time, and from time to
          time, as the Participant's activities are recognized to be in
          possible conflict with this Plan. No delay in making any such
          determination shall constitute a waiver of the Board's right to make
          such a determination whenever it believes conditions warrant. All
          amounts paid to a disabled Participant whose payments cease because
          he is engaged in some substantial, gainful activity under
          circumstances such that he does not forfeit his right to future
          payments (for example, because he again becomes an employee of the
          Company) shall be taken into account when he again becomes entitled
          to payments hereunder in such fashion as the Board in its sole
          discretion believes equitable to both the Company and the
          Participant.

     (e)  If (i) a Participant receives payment from any retirement or
          deferred compensation plan which is applied under Section 4(a) to
          reduce the amount payable under this Plan in any form other than a
          life annuity such that at the end of ten (10) years he or she has
          not received a combined benefit under this Plan and such other
          retirement or deferred compensation plans equal to the Total
          Supplemental Benefit, and/or (ii) the Participant dies prior to the
          receipt of the Total Supplemental Benefit that he or she would have
          received under this Plan had payment under such retirement and
          deferred compensation plans been received in the form of a life
          annuity, then payments shall continue to the Participant and/or the
          Participant's beneficiary under this Plan until the Total
          Supplemental Benefit has been paid. If payment under this Plan
          extends beyond a fifteen (15) year payment period, or if a
          Beneficiary dies prior to the receipt of all payments due to such
          Beneficiary, then the Committee, in its sole discretion, may pay the
          present value of all remaining payments in a lump sum to the
          Participant, or, in the event of the death of a Beneficiary, to the
          secondary Beneficiary, the Beneficiary's estate or such other
          individuals as required under the terms of the Plan. Present value
          shall be determined by using such factors as the Committee in its
          sole discretion shall determine. For purposes of this Section 6(e),
          the Total Supplemental Benefit shall mean the Supplemental Annual
          Benefit (as determined in Section 4(a)) multiplied by ten (10).

7.   Obligation to Pay Amounts Hereunder. Except as otherwise provided in
     -----------------------------------
     Section 14 hereof, no trust fund, escrow account or other segregation of
     assets shall be established or made by the Company to guarantee, secure
     or assure the payment of any amount payable hereunder. The Company's
     obligation to make payments pursuant to this Plan shall constitute only a
     general contractual liability of the Company to Participants and other
     actual or possible payees hereunder in accordance with the terms hereof.
     Subject to Section 14 hereof, payments hereunder shall be made only from
     the general funds of the Company, and no Participant or any other
     potential payee shall have any interest in any particular asset of the
     Company by reason of the existence of this Plan. It is expressly
     understood and agreed by and between the Company and each Participant, as
     evidenced by the Participant's execution of an Agreement, that, except as
     provided in Section 14 hereof, the parties do not intend to create a
     trust fund or escrow account, or to segregate any asset of the Company in
     any fashion, and that the


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     amounts payable hereunder shall be subject in all respect to claims of
     general creditors of the Company until actually paid over to the
     person(s) entitled to receive the same.

 8.  Non-Competition Provisions and Other Provisions Affecting Payment.
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     (a)  Subject to subsection (d) of this Section 8, but notwithstanding any
          other provision of this Plan to the contrary, the right of every
          Participant and each person deriving rights through or from a
          Participant to receive payments hereunder is expressly conditioned
          upon the Participant refraining, during his employment with the
          Company, and thereafter,

          (i)     from engaging directly or indirectly in any form of
                  competition with that business or businesses of the Company
                  with which he was associated while employed by the Company,
                  through any commercial venture or as employee, consultant,
                  salesman, advisor, shareholder (other than as investor in
                  less than 1% of the total outstanding stock or other equity
                  securities of any corporation whose securities are publicly
                  owned), joint venturer, partner or otherwise, anywhere in
                  the United States or Canada where the Company now does or
                  may hereafter from time to time do business;

          (ii)    from any conduct or statements inimical to the best
                  interests of the Company;

          (iii)   from hiring, engaging, suggesting, or assisting in, or
                  influencing the engagement or hiring by any competing
                  organization of, any employee of the Company, and from
                  encouraging or in any way inducing any employee of the
                  Company to sever his relationship with or commit any act
                  inimical to the Company; and

          (iv)    from soliciting the accounts of any customers of the Company
                  (except on behalf of the Company) and from encouraging or in
                  any way inducing any customer to sever his relationship with
                  or commit any act inimical to the Company.

          Failure to observe this paragraph may result in forfeiture of the
          amounts payable hereunder.

     (b)  Any Participant who, without authorization, discloses any
          confidential information, trade secret or other proprietary property
          of the Company or any of its licensers or customers, may also
          forfeit his right to receive payments hereunder.

     (c)  (i)     Should the Company learn or have reason to believe that a
                  Participant has violated any of the foregoing conditions, it
                  may propose to enforce its rights, and may withhold the
                  payment of all amounts thereafter payable to such
                  Participant or his Beneficiary, estate or any other party
                  whose rights are derived from such Participant, and shall
                  give

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                  written notice of its knowledge or belief to the person(s)
                  otherwise entitled to such payment(s). As expeditiously
                  thereafter as is reasonably possible, the Company shall
                  investigate the alleged violation and shall consider, under
                  such rules of procedure as the Company believes reasonable,
                  such evidence and/or testimony as the Company and/or the
                  Participant and/or other person or persons receiving or
                  otherwise entitled to receive the amounts in question may
                  desire to submit in support of or in refutation of the
                  alleged violation. The decision of the Company as to whether
                  the Participant violated any of the foregoing conditions
                  shall be final and conclusive. If the Company concludes that
                  there has been a violation of any of the foregoing
                  conditions, the right of such Participant and of each person
                  claiming by, through or under him, to receive any amount
                  hereunder shall thereupon cease, and if any payment of any
                  such amount had theretofore been made while the Participant
                  was violating such condition(s), the recipient thereof shall
                  become indebted to the Company in an amount equal to the
                  aggregate of all such payments theretofore received by him.
                  The company shall have the right, but shall not be
                  obligated, to institute proceedings in a court of competent
                  jurisdiction, in the name and on behalf of the Company, to
                  recover the amount of such indebtedness, together with all
                  costs (including reasonable attorneys' fees) incurred in
                  effecting such recovery. If the Company concludes that there
                  has not been a violation of any of the foregoing conditions,
                  the amounts so withheld or suspended shall be payable as
                  though the Company had never instituted any proceedings or
                  withheld or suspended any payments, without, however, any
                  interest for the period during which such amounts were
                  withheld or suspended.

          (ii)    The foregoing provisions of this Section authorizing the
                  Company to give notice of an alleged violation or possible
                  violation of the above conditions shall not be interpreted
                  as requiring the Company to take such action in each and
                  every instance of a violation or suspected violation
                  thereof, and in determining whether an attempt to enforce
                  the forfeiture provisions of this Section shall be made, the
                  Company may consider the possible economic damage it might
                  suffer, the circumstances surrounding the discontinuance of
                  the employment of the Participant with the Company and the
                  quantum of proof which the Company may have of a violation
                  of the aforesaid conditions.

          (iii)   The provisions of this Section shall in no way impair or
                  derogate from the rights or remedies which the Company may
                  otherwise have under any employment contract or agreement
                  with a Participant, or which the Company may have at law or
                  in equity, to prevent the disclosure of trade secrets or to
                  prevent a participant from engaging in competition with the
                  Company, or to recover damages therefor.

     (d)  If a Change in Control occurs, and if, within two (2) years
          thereafter, the Participant's employment with the Company terminates
          under circumstances


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          which entitle the Participant to payment under Section 10 hereof,
          then the Participant shall be released from any and all obligations
          imposed under or pursuant to subsection (a) of this Section 8.

9.   Designation of a Beneficiary. Each Participant shall specifically
     ----------------------------
     designate, by name, on forms provided by the Company, the
     Beneficiary(ies) who shall receive any benefits which might be payable
     after his death. Such designation may be made at any time satisfactory to
     the Company. If a Participant has not designated a Beneficiary in the
     manner provided above, it shall be conclusively presumed that he has
     appointed his estate as his Beneficiary. A designation of a Beneficiary
     may be changed or revoked without the consent of the Beneficiary at any
     time or from time to time in such manner as may be provided by the
     Company, and the Company shall have no duty to notify any person
     designated as a Beneficiary of any change in any such designation which
     might affect such person's present or future rights hereunder. If the
     designated Beneficiary does not survive the Participant, all amounts
     which would have been paid to such deceased Beneficiary shall be paid to
     the alternative or successor Beneficiary or Beneficiaries (if any)
     designated by the Participant or, if the Participant has not designated
     any alternative or successor Beneficiary, to the estate of the deceased
     Participant, but if a designated Beneficiary, having survived the
     Participant, dies before receiving all of the amounts payable hereunder,
     the amounts which such Beneficiary would have received had he survived
     the Participant shall be paid to the estate of such deceased Beneficiary
     unless a contrary direction was made by the Participant, in which event
     such direction shall control. Not more than five persons, or if a greater
     number, that number of persons as shall be necessary to permit the
     Participant to designate as simultaneous Beneficiaries any or all of his
     surviving children and his surviving spouse, may be named as simultaneous
     Beneficiaries of any Participant at any one time, and if two or more
     persons are to be simultaneous Beneficiaries, or if the Participant
     wishes to designate alternative, successor, or contingent Beneficiaries,
     the Participant shall specify the shares, terms and conditions upon which
     amounts shall be paid to such multiple, alternative, successor or
     contingent Beneficiaries, all of which must be satisfactory to the
     Company. Any payments under this Plan which may be made to a Beneficiary
     after the Death of a Participant shall be made only to the person(s)
     designated pursuant to this section by the Participant who would
     otherwise have been paid such amounts.

10.  Termination Following Change in Control.
     ---------------------------------------

     (a)  A Participant shall be entitled to receive from the Company a
          single-sum cash payment in the amount provided in (b) below if there
          has been a Change in Control and if, within two (2) years
          thereafter, the Participant's employment with the Company terminates
          other than (i) because of the participant's death or Retirement,
          (ii) by action of the Company for "cause" (as defined in (c) below)
          or "disability" (as defined in (d) below), or (iii) by action of the
          Participant for other than "good reason" (as defined in (e) below).

     (b)  The cash payment to which a Participant is entitled under the
          circumstances specified in (a) above shall be in an amount equal to
          150% of the present value of his then vested benefit. For purposes
          of this Section 10, and

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          notwithstanding the provisions of Section 4(b)(i), a Participant
          with less than ten (10) years of service will be deemed vested as to
          the number of years he has participated in the Plan. Payment of such
          benefit shall be made not later than ten (10) days after the
          Participant's employment with the Company terminates.

     (c)  The Company shall be considered to have terminated a Participant's
          employment for "cause" if and only if the termination is based upon
          one or more of the following:

          (i)     The willful and continued failure by the Participant
                  substantially to perform his duties with the Company (other
                  than any such failure resulting from his incapacity due to
                  physical or mental illness) for a period of thirty (30) or
                  more days after the Board delivers to the Participant a
                  demand for substantial performance, which demand
                  specifically identifies the manner in which the Board
                  believes that the Participant has not substantially
                  performed his duties; or

          (ii)    The willful engagement by the Participant in gross
                  misconduct which is materially and demonstrably injurious to
                  the Company.

          No act or failure to act shall be considered "willful" unless done,
          or omitted to be done, by the Participant not in good faith and
          without reasonable belief that the act or omission was in (or not
          opposed to) the best interest of the Company.

          Notwithstanding the above, the Company shall not be considered to
          have terminated a Participant's employment for "cause" unless and
          until the Company delivers to the Participant a copy of a resolution
          duly adopted by the affirmative vote of not less than three-quarters
          (3/4) of the then Continuing Directors or, if there are no
          Continuing Directors, three-quarters (3/4) of the entire membership
          of the Board at a meeting of the Board duly called and held for that
          purpose (after reasonable prior notice to the Participant and an
          opportunity for the Participant, together with his counsel, to be
          heard before the Board before adoption of such resolution), finding
          that, in the good faith opinion of the voting members of the Board,
          the Participant was guilty of conduct set forth in (a) or (b) above,
          and specifying, in detail, the particular's thereof.

     (d)  The Company shall be considered to have terminated a Participant's
          employment for "disability" if and only if the termination is based
          on the Participant's absence from duties with the Company on a
          full-time basis for at least one-hundred and eighty-three (183)
          consecutive days, as a result of incapacity due to physical or
          mental illness, and which incapacity is expected thereafter to be of
          long continued or indefinite duration or to result in death, as
          determined based on competent medical advice satisfactory to the
          then Continuing Directors or, if there are no Continuing Directors,
          the Board.

                                      12

<PAGE>
<PAGE>


     (e)  A Participant shall be considered to have terminated his or her
          employment for "good reason" if and only if the termination is based
          on one or more of the following:

          (i)     The assignment to the Participant, without his or her
                  written consent, of duties which are inconsistent with his
                  or her position, duties, responsibilities or status with the
                  Company immediately before the Change in Control;

          (ii)    A change, without the Participant's written consent, in his
                  or her reporting responsibilities, titles or offices as in
                  effect immediately before the Change in Control, or the
                  removal of the Participant from, or the Company's failure to
                  re-elect the Participant to, any such office;

          (iii)   A reduction in the Participant's base salary as in effect
                  immediately before the Change in Control, or the failure of
                  the Company to increase the Participant's base salary each
                  year after the Change in Control by an amount which at least
                  equals, on a percentage basis, the mean average percentage
                  increase (if any) in the base salary of all officers of the
                  Company during the two (2) full calendar years immediately
                  preceding the Change in Control;

          (iv)    As to a Participant who is assigned to the Company's
                  principal executive offices at the time of the Change in
                  Control, (i) the relocation of the Company's principal
                  executive offices to a location outside the area of
                  metropolitan St. Louis, Missouri, or (ii) the requirement by
                  the Company that the Participant be based anywhere other
                  than the Company's principal executive offices, except for
                  required travel on the Company's business to an extent
                  substantially consistent with the Participant's business
                  travel obligations immediately before the Change in Control,
                  or (iii) if the Participant consents in writing to a
                  relocation of the Company's principal executive offices, the
                  failure of the Company to pay (or reimburse the Participant
                  for) all reasonable moving expenses incurred by the
                  Participant relating to a change of his or her principal
                  residence in connection with such relocation and to
                  indemnify the Participant against any loss (as defined
                  below) realized on the sale of his or her principal
                  residence in connection with any such change of residence.
                  For purposes of this subsection, the "loss" on the sale of a
                  principal residence means the excess of (i) the higher of
                  the Participant's aggregate investment in such residence, or
                  the appraised value of such residence as determined by a
                  real estate appraiser designated by the Participant and
                  reasonably satisfactory to the Company, over (ii) the actual
                  sale price of such residence (net of sales commission and
                  other reasonable expenses of sale, if any);

          (v)     The discontinuance of any benefit or compensation plan,
                  pension plan, profit-sharing plan, employee stock ownership
                  plan, stock purchase plan, stock option plan, life insurance
                  plan, health and accident plan, or disability plan (or plans
                  providing substantially similar benefits) in

                                      13

<PAGE>
<PAGE>

                  which the Participant was participating immediately before
                  the Change in Control;

          (vi)    Any action by the Company which adversely affects the
                  Participant's participation in or materially reduces his or
                  her benefits under any plan specified in (e), above, or
                  which deprives the Participant of any material fringe
                  benefit enjoyed by him or her immediately before the Change
                  in Control, or the failure by the Company to provide the
                  Participant with at least the number of paid vacation days
                  to which he or she then is entitled on the basis of years of
                  service with the Company in accordance with the Company's
                  normal vacation policy in effect immediately before the
                  Change in Control.

     (f)  A Participant's receipt of benefits under this Section 10 shall be
          in lieu of all other benefits provided by this Plan.

11.  Change in Control Following Termination. Notwithstanding anything herein
     ---------------------------------------
     to the contrary, in the event of a change in control of the Company, as
     such term is defined in Section 10, a former Participant is no longer
     employed by the Company and is currently receiving benefits or is
     entitled to receive benefits at that or some future time, said former
     Participant shall be paid in a lump sum 100% of the present value of any
     benefits then unpaid.

12.  Modification, Amendment, or Termination. The Company reserves the
     ---------------------------------------
     absolute right to modify or amend this Plan in whole or in part, at any
     time and from time to time, effective as of any specified prior, current
     or future date, by action of the Board; provided, however, that except as
     expressly stated herein the Company shall have no power to modify or
     amend the Plan in any manner which would reduce any amount then payable
     to Participants or others hereunder unless such action is necessary to
     prevent this Plan from being subject to any provision of Title I,
     Subtitle B, Parts 2, 3 or 4 of the Employee Retirement Income Security
     Act of 1974.

     The company also reserves the right to terminate this Plan, in whole or
     in part, voluntarily as of any specified current or future date by action
     of its Board; provided, that this Plan may not be terminated in part as
     to any one individual, but only as regards some class of Participants or
     prospective Participants such as Employees of a particular subsidiary of
     the Company. This Plan shall be automatically terminated upon a
     dissolution of the Company (but not upon a merger, consolidation,
     reorganization or recapitalization of the Company if the surviving
     corporation therein specifically assumes this Plan and agrees to be bound
     by the terms hereof); upon the Company being legally adjudicated a
     bankrupt; upon the appointment of a receiver of trustee in bankruptcy
     with respect to the Company's assets and business if such appointment is
     not set aside within 90 days thereafter; or upon the making by the
     Company of an assignment for the benefit of creditors. Upon a termination
     of this Plan no additional Employees shall become Participants and no
     additional amounts shall be accrued hereunder for subsequent payment.
     Notwithstanding the total or partial termination of this Plan, no
     Participant affected thereby shall be deprived of his right to receive
     any amount theretofore earned by him hereunder (calculated as if the date
     of such termination were the date on which the Participant's

                                      14

<PAGE>
<PAGE>

     employment ceased) at the time and in the manner provided by this Plan,
     upon his observance and performance of his obligations under the
     Agreement to which he is a party and subject to the provisions of
     Section 8.

13.  Conditions for Receipt of Payments. No payments will be made hereunder to
     ----------------------------------
     a living Participant who is competent to handle his own affairs until
     such Participant submits to the Committee a statement, substantially in
     the form of Exhibit B, confirming that his planned activities will not
     violate (or, if he has been away from the Company for any extensive
     period, that his previous activities have not violated) Section 8 hereof.

14.  Funding Upon Change in Control. In the event of a Change in Control or
     ------------------------------
     Potential Change in Control, the Company shall be required to deposit
     with the Trustee an amount, with respect to the Plan, equal to the excess
     of (i) the sum of the maximum amount potentially payable under Section 10
     to each Participant hereunder in the form of a single-sum payment upon
     termination of employment with the Company within two (2) years after a
     Change in Control, over (ii) the then current value of the Trust
     allocable to the Plan. The deposit hereunder shall be determined in
     accordance with the Trust, the terms of which are hereby incorporated by
     reference. Amounts deposited with the Trustee shall be held and disposed
     of in accordance with the terms of the Trust and payments made under the
     terms of the Trust shall be in satisfaction of claims against the Company
     under the Plan. Nothing in the Plan or Trust shall relieve the Company of
     its liabilities to pay amounts under the Plan except to the extent that
     such liabilities are met from the use of the assets of the Trust.

15.  Miscellaneous.
     -------------

     (a)  If any amount becomes payable to the estate of a deceased person,
          the amount thereof may, in the sole discretion of the Company, be
          paid in a single lump sum, the amount of which shall be the commuted
          present value of the total amount thereafter payable, calculated at
          an interest rate established by the Committee.

     (b)  In any instance in which the Company in its sole and uncontrolled
          discretion believes such action to be in the best interest of the
          party entitled to receive any payment provided by this Plan, or to
          be in the best interests of the Company (such as to eliminate small
          account balances or to avoid the administrative inconvenience and
          expense which might be incurred if relatively small amounts were to
          be paid to multiple recipients over lengthy periods of time),
          amounts payable in installments pursuant to the provisions of this
          Plan may be paid in a single lump sum, the amount of which shall be
          determined in the manner provided in paragraph (a) above. It is
          intended by this paragraph to vest the Company with full discretion
          to administer this Plan and to determine when and under what
          circumstances deviations which accelerate payments are necessary,
          desirable or appropriate, and the Company shall have full power to
          authorize such deviations as regards each payee separately, not
          withstanding that one or more persons may be payees of amounts
          relating to the same Participant. To illustrate, the Company shall


                                      15

<PAGE>
<PAGE>

          be free to authorize a lump sum distribution to one Beneficiary of a
          deceased Participant, while directing that another Beneficiary of
          the same deceased Participant receive the amount to which he is
          entitled over a period of time. The Company will normally consider
          the wishes of any payee who might request a deviation from the
          normal method of payment applicable to him, but shall not be
          obligated to honor any request for deviation.

     (c)  A Participant who becomes a part-time Employee of or consultant to
          the Company shall be considered to have ceased to be an Employee.

     (d)  Except as otherwise required by law or expressly permitted by the
          terms of this Plan, no amount payable hereunder shall be subject to
          alienation, sale, transfer, assignment, pledge or encumbrance of any
          kind, or shall be liable for or subject to the debts or liabilities
          of any Participant or Beneficiary. If any Participant or Beneficiary
          shall otherwise attempt to, or shall, alienate, sell, transfer,
          assign, pledge or otherwise encumber the amounts payable to him
          hereunder, or if by reason of bankruptcy or other event, such
          amounts would at any time be received or enjoyed by persons other
          than the Participant or his designated Beneficiary, the Company
          shall terminate such person's interest in any such amount and shall
          hold or apply the same to or for the use of the person otherwise
          entitled to said amounts under the terms of this Plan.

     (e)  This Plan and all Agreements entered into hereunder shall be
          construed and enforced under and in accordance with the laws of the
          State of Missouri.

     (f)  All actuarial matters hereunder shall be decided by an actuary
          selected by the Committee in its sole discretion.

     (g)  The Company or its nominees shall perform all ministerial activities
          necessary to the efficient administration of this Plan, shall
          maintain all proper files and records, and shall provide all forms,
          notices and other documents in connection herewith. All rules and
          regulations of general applicability shall be promulgated by the
          Committee.



                                      16

<PAGE>
<PAGE>


                                    EXHIBIT A

                              ANGELICA CORPORATION
                              --------------------

                    Agreement and Designation of Beneficiary
                    ----------------------------------------

                                                           Date_______________

Employee's Name_______________________________________________________________
                  (Last)                   (First)                    (Middle)

Residence Address ____________________________________________________________

                  ____________________________________________________________

Social Security Number _______________________________________________________

     I hereby acknowledge receipt of a copy of the Angelica Corporation
Supplemental Plan, which I have read, and in which I have been invited to
participate. I hereby accept such invitation and elect to become a Participant
in the Plan.

     I understand that as such a Participant I will earn a supplement to the
retirement benefit I may receive under the Company's qualified pension plan,
after I leave the employ of the Company and its subsidiaries, calculated as
set out in the Plan, which will be paid to me after I leave the employ of the
Company (and which, under certain circumstances, may continue to be paid to my
designated beneficiary for some period after my death).

     I understand that amounts payable under the Plan will be unfunded until
actually due, and will not be held in any trust or escrow account. I
understand also that an amount will be payable to me only if I refrain from
disclosing the trade secrets of the Company and from engaging in activities
competitive with the business(es) of the Company and its subsidiaries with
which I was associated while employed. I agree to observe these conditions in
accordance with the requirements of the Plan, and for this purpose I agree
that Section 8 of the Plan shall be incorporated herein by this reference.

     I hereby designate the following person(s) as my primary beneficiary(ies)
to receive (in the share(s) specified) any amounts which may be payable under
the Plan in the event of my death:



                                      17

<PAGE>
<PAGE>


      Name of           Share                             Address and Social
Primary Beneficiary      (%)           Relationship         Security Number
-------------------      ---           ------------       ------------------

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

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

                                                        S. S. No.
                                                                  -------------

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

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

                                                        S. S. No.
                                                                  -------------


     If the above-named beneficiary or beneficiaries predecease me, or
having.survived me die prior to final and complete payment of all amounts due
me under the Plan, I designate the following person or persons (or the
survivor(s) of them) as successor beneficiary or beneficiaries to whom such
amounts (or the unpaid balance thereof) shall be paid, in the share(s)
specified:

      Name of           Share                             Address and Social
Primary Beneficiary      (%)           Relationship         Security Number
-------------------      ---           ------------       ------------------

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

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

                                                        S. S. No.
                                                                  -------------

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

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

                                                        S. S. No.
                                                                  -------------


     (Not more than five persons may be designated as simultaneous
     beneficiaries, except that a Participant may designate his spouse and/or
     some or all of his children, regardless of their number, to be
     simultaneous beneficiaries. If more than one beneficiary is designated
     and the share which each such beneficiary is to receive is not specified,
     payments will be made to each beneficiary equally.)

     I understand that I may change the above designations of beneficiary at
     any time.



                                      18

<PAGE>
<PAGE>


     This Agreement will be effective when accepted by the Company at its
office at St. Louis County, Missouri, and will constitute a Missouri contract.



-----------------------------                 -------------------------------
        (Witness)                             (Signature of Participant)


     Approved and accepted by Angelica Corporation, at St. Louis County,
Missouri, on               , 20   .
             --------------    ---


                                              ANGELICA CORPORATION



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

(Two copies of this form should be completed (typed or printed) and executed.
One copy, countersigned by the Company, will be returned to the Participant and
the other copy will be retained by the Company.)



                                      19

<PAGE>
<PAGE>


                                    EXHIBIT B

                                                         Date
                                                             -----------------



Angelica Corporation
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406

Attention:  President

Gentlemen:

         My employment with
                            --------------------------------------------------
                               (Name of member of Angelica organization)

terminated effective
                     ---------------------------------------------------------
                                            (Date)

by reason of
             -----------------------------------------------------------------
                              (specify reason for termination)

At that time I was a Participant in the Angelica Corporation Supplemental Plan.

         So that the Compensation and Organization Committee of the Board of
Directors can determine my eligibility to receive payments under such Plan I
hereby represent:

1.       I now intend to become employed by (or self-employed in) the following
         business:

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

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

2.       The business above-mentioned manufactures, fabricates and sells the
         following product(s), and/or service:

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

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

3.       The end-use for which the product or service is intended is:

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

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


                                      20

<PAGE>
<PAGE>


4.       Since leaving the Angelica organization, I have been employed by the
         following:

                    Employer                         Product/Service
                    --------                         ---------------

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

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

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

         I certify that none of my past or present activities violate any of the
covenants contained in Section 8 of the Plan, and that none of the activities in
which I propose to engage in the foreseeable future will violate such Section 8.
I acknowledge that my receipt of payments under the Plan constitutes adequate
consideration for my continued compliance with such Section.

         Any communication required by the Plan or necessary for its efficient
administration shall be sent to me by first-class mail to
                                                          ---------------------

-------------------------------------------------------------------------------
or to such other address as I may notify you in writing.


                                                   ----------------------------
                                                          (Signature)




                                      21

<PAGE>
<PAGE>


                                    EXHIBIT C

(i)     Assume the benefit is frozen at the amount to which the employee is
        then vested, with no continued participation.

        Ex:   15 years service
              Vested at .4375
              FAC as of date of freezing $80,000
              Plan Percentage at 40%

        Annual 10 year Benefit = 80,000 x .40 x .4375 = $14,000

        Benefit would be $14,000 a year for 10 years, payable starting at age
        65. The amount would be subject to offset by the Pension Plan.

(ii)    Assume the percentage is lowered, which would result in the vested
        benefit being frozen at its current level and the new percentage
        applied to future years.

        Ex: assume that employee in example (i) has a percentage reduction to
        30%. He works another 15 years and retires with a FAC of $110,000. The
        first 15 years would be calculated as in example (i). The second
        fifteen years would be calculated as follows:

        vested to .5625                  (15 year x .0375*)

[FN]
        *this is the same rate at which participation in all years after 10
        vest.

        110,000 x .5625 x .30 = $18,562.50

        Total annual benefit due would be the sum of the two calculations:

        (14,000 + 18,562.50 = $32,562.50 subject to offset by the Pension Plan.

        Note that under the current Plan, using a FAC of $110,000 and 40%, the
        annual 10 year benefit due would be $44,000.

(iii)   Assume the employee has less than 10 years service at the time the
        benefit is frozen or the percentage reduced. The calculations would be
        essentially the same with the first ten years vesting at 2.5% per
        year. However, while the benefit is frozen, it will not vest until the
        employee has 10 years service.

        Ex:    5 years service
               FAC at time of freezing $80,000
               Vesting percentage                  .125 (.025 x 5)
               Plan Percentage at 30%

        80,000 x .125 x .30 = $3000
        Annual 10 year benefit is $3,000 payable at age 65, provided employee
                                                            --------
        works for the Company 10 years.

Compensation Committee would have the discretion as to whether a benefit is
frozen, and whether the percentage is reduced or eliminated.

                                      22