<PAGE>

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of November 11,
1998 by and between Genesis Health Ventures, Inc., a Pennsylvania corporation
with its principal place of business at 101 East State Street, Kennett Square,
PA 19348 (the "Company"), and Maryann Timon (the "Executive").

                                   WITNESSETH

         The Company desires to employ the Executive as an employee of the
Company, and the Executive desires to provide services to the Company, all upon
the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises and mutual agreements
hereinafter set forth, and intending to be legally bound hereby, the parties
hereto agree as follows:

         1. Offer and Acceptance of Employment. The Company hereby agrees to
employ the Executive as Senior Vice President-Managed Care Group. The Executive
accepts such employment and agrees to perform the customary responsibilities of
such position during the term of this Agreement. The Executive will perform such
other duties as may from time to time be reasonably assigned to him by the
Board, provided such duties are consistent with and do not interfere with the
performance of the duties described herein and are of a type customarily
performed by persons of similar titles with similar corporations. Nothing in
this Agreement shall preclude Executive from serving as a director, trustee,
officer of, or partner in, any other firm, trust, corporation or partnership or
from pursuing personal investments, as long as such activities do not interfere
with Executive's performance of his duties hereunder

         2. Period of Employment.

                  (a) Period of Employment. The period of the Executive's
employment under this Agreement shall commence on the date hereof and shall,
unless sooner terminated pursuant to Section 4, continue for a two year period
ending on November 11, 2000 (such period, as extended from time to time, herein
referred to as the "Term"). Subject to Section 2(b), and if the Term has not
been terminated pursuant to Section 4, on November 11, 1999 and on each November
11 thereafter the Term shall be extended for an additional period of one year so
that, at any time, the Term shall be for at least two (2) years.

                  (b) Termination of Automatic Extension by Notice. The Company
(with the affirmative vote of two-thirds of the entire membership of the Board
of Directors at a meeting of the Board of Directors called and held for such
purpose) or the Executive may elect to terminate the automatic extension of the
Term set forth in Section 2(a) ("Automatic Extension") by giving written notice
of such election. Any notice given hereunder must be given not less than three
years prior to the end of the then current Term.


<PAGE>

         3. Compensation and Benefits.

                  (a) Base Salary. As long as Executive remains an employee of
Company, Executive will be paid a base salary which shall continue at the rate
currently in effect, subject to adjustment as hereinafter provided. Executive's
base salary shall be reviewed on an annual basis and the Company shall increase
such base salary, by an amount, if any, it determines to be appropriate. Any
such increase shall not reduce or limit any other obligation of the Company
hereunder. Executive's annual base salary payable hereunder, as it may be
increased from time to time and without reduction for any amounts deferred as
described below, is referred to herein as "Base Salary". Executive's Base
Salary, as in effect from time to time, may not be reduced by the Company
without Executive's consent, provided that the Base Salary payable under this
paragraph shall be reduced to the extent Executive elects to defer or reduce
such salary under the terms of any deferred compensation or savings plan or
other employee benefit arrangement maintained or established by the Company. The
Company shall pay Executive the portion of his Base Salary not deferred in
accordance with its customary periodic payroll practices.

                  (b) Incentive Compensation. Executive shall be eligible to
participate in stock option, incentive compensation and other plans at a level
consistent with Executive's position with the Company and the Company's then
current policies and practices.

                  (c) Benefits, Perquisites and Expenses.

                           (i) Benefits. During the Term, Executive shall be
eligible to participate in (1) each welfare benefit plan sponsored or maintained
by the Company, including, without limitation, each life, hospitalization,
medical, dental, health, accident or disability insurance or similar plan or
program of the Company, and (2) each pension, profit sharing, retirement,
deferred compensation or savings plan sponsored or maintained by the Company, in
each case, whether now existing or established hereafter, to the extent that
Executive is eligible to participate in any such plan under the generally
applicable provisions thereof. With respect to the pension or retirement
benefits payable to Executive, Executive's service credited for purposes of
determining Executive's benefits and vesting shall be determined in accordance
with the terms of the applicable plan or program. Nothing in this Section 3(c),
in and of itself, shall be construed to limit the ability of the Company to
amend or terminate any particular plan, program or arrangement.

                           (ii) Vacation. During the Term, the Executive shall
be entitled to the number of paid vacation days in each calendar year determined
by the Company from time to time for its senior executive officers, but not less
than four (4) weeks in any calendar year. The Executive shall also be entitled
to all paid holidays given by the Company to its senior officers.

                                      -2-
<PAGE>


Vacation days which are not used during any calendar year may not be accrued,
nor shall Executive be entitled to compensation for unused vacation days.

                           (iii) Perquisites. During the Term, Executive shall
be entitled to receive such perquisites (e.g., fringe benefits) as are generally
provided to other senior officers of the Company in accordance with the then
current policies and practices of the Company.

                           (iv) Business Expenses. During the Term, the Company
shall pay or reimburse Executive for all reasonable expenses incurred or paid by
Executive in the performance of Executive's duties hereunder, upon presentation
of expense statements or vouchers and such other information as the Company may
reasonably require and in accordance with the generally applicable policies and
practices of the Company.

         4. Employment Termination. The Term of employment under this Agreement
may be earlier terminated only as follows:

                  (a) Cause. For purposes hereof, a termination by the
Corporation for "Cause" shall mean termination by action of at least two-thirds
of the members of the Board of Directors of the Company at a meeting duly called
and held upon at least 15 days' prior written notice to Executive specifying the
particulars of the action or inaction alleged to constitute "Cause" (and at
which meeting Executive and his counsel were entitled to be present and given
reasonable opportunity to be heard) because of (i) Executive's conviction of any
felony (whether or not involving the Company or any of its subsidiaries)
involving moral turpitude which subjects, or if generally known, would subject,
the Company or any of its subsidiaries to public ridicule or embarrassment, (ii)
fraud or other willful misconduct by Executive in respect of his obligations
under this Agreement, or (iii) willful refusal or continuing failure to attempt,
without proper cause and, other than by reason of illness, to follow the lawful
directions of the Board of Directors following thirty days' prior written notice
to Executive of his refusal to perform, or failure to attempt to perform such
duties and which during such thirty day period such refusal or failure to
attempt is not cured by the Executive. "Cause" shall not include a bona fide
disagreement over a corporate policy, so long as Executive does not willfully
violate on a continuing basis specific written directions from the Board of
Directors, which directions are consistent with the provisions of this
Agreement. Action or inaction by Executive shall not be considered "willful"
unless done or omitted by him intentionally and without his reasonable belief
that his action or inaction was in the best interests of the Company, and shall
not include failure to act by reason of total or partial incapacity due to
physical or mental illness.

                   (b) Without Cause. Notwithstanding anything to the contrary
contained in this Agreement, the Company (with the affirmative vote of
two-thirds of the entire membership of the Board at a meeting of the Board
called and held for the purpose) may, at any time after at least 90 days' prior
written notice in accordance with Section 4(e) hereof to the Executive,
terminate the Executive's employment hereunder without Cause.

                                      -3-

<PAGE>


                  (c) Death or Disability. If Executive dies, his employment
shall terminate as of the date of death. If Executive develops a disability, the
Company may terminate Executive's employment hereunder. As used in this
Agreement, the term "disability"shall mean incapacity due to physical or mental
illness which has caused the Executive to be unable to substantially perform his
duties with the Company on a full time basis for (i) a period of twelve
consecutive months, or (ii) for shorter periods aggregating more than twelve
months in any twenty-four month period. During any period of Disability, the
Executive agrees to submit to reasonable medical examinations upon the
reasonable request, and at the expense, of the Company.

                  (d) Good Reason. The Executive may terminate the Executive's
employment for Good Reason at any time during the term of this Agreement. For
purposes of this Agreement, "Good Reason" shall mean any of the following:

                           (i) the assignment to the Executive by the Company of
any duties inconsistent with the Executive's status with the Company or a
substantial alteration in the nature or status of the Executive's
responsibilities from those in effect immediately prior to the date hereof, or a
reduction in the Executive's titles or offices as in effect immediately prior to
the date hereof, or any removal of the Executive from, or any failure to reelect
the Executive to, any of such positions, except in connection with the
termination of his employment for disability or cause or as a result of the
Executive's death or by the Executive other than for Good Reason, or the
termination by the Company's Board of Directors of the Automatic Extension;

                           (ii) a reduction by the Company in the Executive's
Base Salary as in effect on the date hereof or as the same may be increased from
time to time during the term of this Agreement;

                           (iii) a relocation of the Executive's principal place
of employment or the relocation of the Company's principal office or corporate
headquarters to a location outside the Borough of Kennett Square, Pennsylvania.

                           (iv) any "Change of Control", (as defined in Section
6 hereof);

                           (v) any material failure by the Company to comply
with any of the provisions of this Agreement;

                           (vi) any termination of the Executive's employment
for reasons other than death, disability or Cause or the termination by the
Board of Directors of the Automatic Extension pursuant to Section 2(b) of this
Agreement;

                                      -4-

<PAGE>


                           (vii) the commencement of a proceeding or case, with
or without the application or consent of the Company or any of its subsidiaries,
in any court or competent jurisdiction, seeking (A) the liquidation,
reorganization, dissolution or winding-up of the Company or its subsidiaries, or
the composition or readjustment of the debts of the Company or its subsidiaries,
(B) the appointment of a trustee, receiver, custodian, liquidator or the like
for the Company or its subsidiaries or of all or any substantial part of their
respective assets, or (C) any similar relief in respect of the Company or its
subsidiaries under any law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts.

                  (e) Notice of Termination. Any termination, except for death,
pursuant to this Section 4 shall be communicated by a Notice of Termination. For
purposes of this Agreement, a "Notice of Termination" shall mean a written
notice which shall indicate those specific termination provisions in this
Agreement relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.

                  (f) Date of Termination. "Date of Termination" shall mean (i)
if this Agreement is terminated by the Company for disability, 30 days after
Notice of Termination is given to the Executive (provided that the Executive
shall not have returned to the performance of the Executive's duties on a
full-time basis during such 30-day period), (ii) if Executive's employment is
terminated due to Executive's death, on the date of death; (iii) if the
Executive's employment is terminated for Good Reason as a result of a Change of
Control, as set forth in Section 6 hereof; or (iv) if the Executive's employment
is terminated for any other reason, the date specified in the Notice of
Termination (which shall not be less than 90 nor more than 180 days from the
date such Notice of Termination is given).

         5. Payments upon Termination.

                  (a) Termination Due to Death or Disability. Upon the death or
Disability of the Executive (i) the Company shall pay to the Executive or his
estate (1) his full Base Salary and other accrued benefits earned up to the last
day of the month of the Executive's death or Disability, (2) all deferred
compensation of any kind, including, without limitation, any amounts earned
under any bonus plan, and (3) if any bonus, under any bonus plan, shall be
payable in respect of the year in which the Executive's death or Disability
occurs, such bonus(es) prorated up to the last day of the month of the
Executive's death or Disability and (ii) all restricted stock, stock option and
performance share awards made to the Executive shall automatically become fully
vested as of the date of death or Disability.

                  (b) Termination for Cause. If the Executive's employment shall
be terminated for Cause, the Company shall pay the Executive: (i) his full Base
Salary through the Date of Termination (as defined in Section 4(f)) at the rate
in effect at the time Notice of Termination (as defined in Section 4(e)) is
given, and (ii) all deferred compensation of any kind. In addition, Executive
shall have the option to have assigned to him at no cost and with no
apportionment of prepaid premiums any assignable insurance policy owned by the
Company and relating specifically to Executive. The Company shall have no
further obligations to the Executive under this Agreement.

                                      -5-

<PAGE>


                  (c) Termination by Executive for Good Reason or by the Company
for Reasons other than for Cause or Death.

                           (i) In the event (1) the Company terminates the Term
without cause, or (2) the Executive terminates the Term for Good Reason, then
(I) the Company shall make a lump-sum payment to the Executive equal to (x) the
Base Salary payable to him for the greater of the remainder of the Term or two
(2) years plus (y) the value as of the date of grant (using a Black-Scholes
valuation) of all stock options granted to Executive during the two year period
immediately preceding such termination, provided that the value attributed to
such stock options shall not exceed sixty percent (60%) of Executive's average
Base Salary for the two year period preceding the termination of the Term,
multiplied by two; and (II) all stock options, stock awards and similar equity
rights, if any, shall vest and become exercisable immediately prior to the
termination of the Term and remain exercisable through their original terms with
all rights.

                           (ii) Following termination of the Term for any
reason, other than for Cause or upon the death of the Executive, the Company
shall also maintain in full force and effect, for the continued benefit of the
Executive for a period equal to the greater of (x) the period of the Term
otherwise remaining or (y) two (2) years without giving effect to such
termination, all employee benefit plans and programs to which the Executive was
entitled prior to the date of termination (including, without limitation, the
benefit plans and programs provided for herein) if the Executive's continued
participation is possible under the general terms and provisions of such plans
and programs. In the event that the Executive's participation in any such plan
or program is barred by the terms thereof, the Company shall pay to the
Executive an amount equal to the annual contribution, payments, credits or
allocations made by the Company to him, to his account or on his behalf under
such plans and programs from which his continued participation is barred except
that if the Executive's participation in any health, medical, life insurance or
disability plan or program is barred, the Company shall obtain and pay for, on
the Executive's behalf, individual insurance plans, policies or programs which
provide to the Executive health, medical, life and disability insurance coverage
which is equivalent to the insurance coverage to which the Executive was
entitled prior to the date of termination.

         6. Change of Control.

                  (a) Upon a Change of Control (as defined below), the Executive
may terminate the Term upon notice to the Company, effective as set forth in
such notice if at any time, within twenty-four (24) months following the date of
a Change of Control, any other event constituting Good Reason hereunder
continues for more than ten (10) days after the Executive delivers notice
thereof to the Company. The failure of Executive to exercise his rights
hereunder following an event constituting a Change of Control shall not preclude
Executive from exercising such rights following the occurrence of a subsequent
Change of Control event, even if related to a prior Change of Control Event.

                                      -6-

<PAGE>


                  (b) Upon (i) the execution of a definitive agreement
(including, without limitation, any "lock-up" or voting agreement with any of
the Company's principal stockholders) which contemplates a transaction, or (ii)
the commencement of any tender or exchange offer or similar transaction for or
involving the Company's securities, which, in the case of any transaction of the
type described by clause (i) or (ii), if consummated, could result in a Change
of Control, all restricted stock, stock option and performance share awards made
to the Executive shall become automatically fully vested and exercisable in
order to provide the Executive with a reasonable time period to enable the
Executive to obtain the economic benefit of the contemplated transaction with
respect to all restricted stock, stock option and performance share awards then
held by him. Such restricted stock options and performance share awards shall
become automatically exercisable and shall remain exercisable through their
original terms with all rights; provided, however, in the event the transaction
contemplated by the definitive agreement referred to above is not consummated
and such definitive agreement is terminated, all accelerated restricted stock,
stock options and awards shall be deemed restored to the vesting schedules in
effect at the time of execution of such definitive agreement.

                  (c) For purposes of this Agreement, the term "Change of
Control" shall mean the happening of any of the following:

                           (i) when any "person" as defined in Section 3(a)(9)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as
used in Section 13(d) and 14(d) thereof, including a "group" as defined in
Section 13(d) of the Exchange Act but excluding the Company and any subsidiary
thereof and any employee benefit plan sponsored or maintained by the Company or
any subsidiary (including any trustee of such plan acting as trustee), directly
or indirectly, becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act, as amended from time to time), of securities of the Company
representing 25 percent or more of the combined voting power of the Company's
then outstanding securities;

                           (ii) when, during any period of 24 consecutive months
after the date of this Agreement, the individuals who, at the beginning of such
period, constitute the Board (the "Incumbent Directors") cease for any reason
other than death to constitute at least a majority thereof; provided that a
director who was not a director at the beginning of such 24-month period shall
be deemed to have satisfied such 24-month requirement (and be an Incumbent
Director) if such director was elected by, or on the recommendation of or with
the approval of, at least two-thirds of the directors who then qualified as
Incumbent Directors either actually (because they were directors at the
beginning of such 24-month period) or by prior operation of this Section
6(d)(ii); or

                           (iii) the occurrence of a transaction requiring
stockholder approval for the acquisition of the Company by an entity other than
the Company or a subsidiary through purchase of assets, or by merger, or
otherwise.

                                      -7-

<PAGE>


         7. Certain Tax Matters. The Company shall indemnify and hold the
Executive harmless from and against (i) the imposition of excise tax (the"Excise
Tax") under Section 4999 of the Internal Revenue Code of 1986, as amended (or
any successor provision thereto, the "Code"), on any payment made under this
Agreement (including any payment made under this paragraph) and any interest,
penalties and additions to tax imposed in connection therewith, and (ii) any
federal, state or local income tax imposed on any payment made pursuant to this
paragraph. The Executive shall not take the position on any tax return or other
filing that any payment made under this Agreement is subject to the Excise Tax,
unless, independent tax counsel reasonably acceptable to the Company determines
after consultation with counsel for the Company that there is no reasonable
basis for taking the position that any such payment is not subject to the Excise
Tax under U.S. tax law then in effect. If the Internal Revenue Service makes a
claim that any payment or portion thereof is subject to the Excise Tax, at the
Company's election, and the Company's direction and expense, the Executive shall
contest such claim; provided, however, that the Company shall advance to the
Executive the costs and expenses of such contest, as incurred. For the purpose
of determining the amount of any payment under clause (ii) of the first sentence
of this paragraph, the Executive shall be deemed to pay federal income taxes at
the highest marginal rate of federal income taxation applicable to individuals
in the calendar year in which such indemnity payment is to be made and state and
local income taxes at the highest marginal rates of taxation applicable to
individuals as are in effect in the jurisdiction in which the Executive is
resident, net of the reduction in federal income taxes that is obtained from
deduction of such state and local taxes.

         8. Executive's Covenants.

                  (a) Nondisclosure. At all times during and after the Term,
Executive shall keep confidential and shall not, except with the Company's
express prior written consent, or except in the proper course of his employment
with the Company, directly or indirectly, communicate, disclose, divulge,
publish, or otherwise express, to any Person, or use for his own benefit or the
benefit of any Person, any trade secrets, confidential or proprietary knowledge
or information, no matter when or how acquired concerning the conduct and
details of the Company's business, including without limitation, names of
customers and suppliers, marketing methods, trade secrets, policies, prospects
and financial condition. For purposes of this Section 8, confidential
information shall not include any information which is now known by or readily
available to the general public or which becomes known by or readily available
to the general public other than as a result of any improper act or omission of
Executive.

                  (b) Non-Competition. During the Term hereof and for a period
of two (2) years thereafter, Executive shall not, except with Company's express
prior written consent, directly or indirectly, in any capacity, for the benefit
of any Person:

                                      -8-

<PAGE>


                           (i) Solicit any Person who is or during such period
becomes a customer, supplier, employee, salesman, agent or representative of
Company, in any manner which interferes or might interfere with such Person's
relationship with Company, or in an effort to obtain such Person as a customer,
supplier, employee, salesman, agent, or representative of any business in
competition with Company within 15 miles of any office or facility owned, leased
or operated by Company.

                           (ii) Establish, engage, own, manage, operate, join or
control, or participate in the establishment, ownership (other than as the owner
of less than one percent of the stock of a corporation whose shares are publicly
traded), management, operation or control of, or be a director, officer,
employee, salesman, agent or representative of, or be a consultant to, any
Person in any business in competition with Company, at any location within 15
miles of any office or facility owned, leased or operated by Company, or act or
conduct himself in any manner which he would have reason to believe inimical or
contrary to the best interests of Company.

                  (c) Enforcement. Executive acknowledges that any breach by him
of any of the covenants and agreements of this Section 8 ("Covenants") will
result in irreparable injury to Employer for which money damages could not
adequately compensate Company, and therefore, in the event of any such breach,
Company shall be entitled, in addition to all other rights and remedies which
Company may have at law or in equity, to have an injunction issued by any
competent court enjoining and restraining Executive and/or all other Persons
involved therein from continuing such breach. The existence of any claim or
cause of action which Executive or any such other Person may have against
Company shall not constitute a defense or bar to the enforcement of any of the
Covenants. If Company is obliged to resort to litigation to enforce any of the
Covenants which has a fixed term, then such term shall be extended for a period
of time equal to the period during which a material breach of such Covenant was
occurring, beginning on the date of a final court order (without further right
of appeal) holding that such a material breach occurred, or, if later, the last
day of the original fixed term of such Covenant.

                  (d) Consideration. Executive expressly acknowledges that the
Covenants are a material part of the consideration bargained for by Company and,
without the agreement of Executive to be bound by the Covenants, Company would
not have agreed to enter into this Agreement.

                  (e) Scope. If any portion of any Covenant or its application
is construed to be invalid, illegal or unenforceable, then the other portions
and their application shall not be affected thereby and shall be enforceable
without regard thereto. If any of the Covenants is determined to be
unenforceable because of its scope, duration, geographical area or similar
factor, then the court making such determination shall have the power to reduce
or limit such scope, duration, area or other factor, and such Covenant shall
then be enforceable in its reduced or limited form.

                                      -9-

<PAGE>


         9. No Obligation to Mitigate Damages; No Effect on Other Contractual
Rights.

                  (a) The Executive shall not be required to mitigate damages or
the amount of any payment provided for under this Agreement by seeking other
employment or otherwise, nor shall the amount of payment provided for under this
Agreement be reduced by any compensation earned by the Executive as the result
of employment by another employer after the Date of Termination, or otherwise.
The amounts payable to Executive under Section 5 hereof shall not be treated as
damages but as severance compensation to which, Executive is entitled by reason
of termination of his employment in the circumstances contemplated by this
Agreement.

                  (b) The provisions of this Agreement, and any payment provided
for hereunder, shall not reduce any amounts otherwise payable, or in any way
diminish the Executive's existing rights, or rights which would accrue solely as
a result of the passage of time, under any benefit plan, employment agreement or
other contract, plan or arrangement.

         10. Miscellaneous.

                  (a) Notices. All notices, requests, demands, consents or other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if and when (i) delivered
personally, (ii) mailed by first class certified mail, return receipt requested,
postage prepaid, or (iii) sent by a nationally recognized express courier
service, postage or delivery changes prepaid, with receipt, or (iv) delivered by
telecopy (with receipt, and with original delivered in accordance with any of
(i), (ii) or (iii) above) to the parties at their respective addresses stated
below or to such other addresses of which the parties may give notice in
accordance with this Section.

                           If to Company, to:

                           Genesis Health Ventures, Inc.
                           101 East State Street
                           Kennett Square, PA 19348

                           Attention: Law Department
                           Attention: Chairman and Chief Executive Officer

with a copy to:

                           Blank Rome Comisky & McCauley LLP
                           One Logan Square
                           Philadelphia, PA 19103

                           Attention:  Stephen E Luongo, Esquire


                                      -10-
<PAGE>


                           If to Executive, to:

                           Maryann Timon
                           201 Lafayette Street
                           Havre de Grace, MD 21078

                  (b) Entire Understanding. This Agreement sets forth the entire
understanding between the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous, written, oral, expressed or implied,
communications, agreements and understandings with respect to the subject matter
hereof.

                  (c) Modification. This Agreement shall not be amended,
modified, supplemented or terminated except in writing signed by both parties.
No action taken by Company hereunder, including without limitation any waiver,
consent or approval, shall be effective unless approved by a majority of the
Board of Directors.

                  (d) Termination of Prior Employment Agreements. All prior
employment agreements between Executive and Company and/or any of its affiliates
(and any of their predecessors) are hereby terminated as of the date hereof as
fully performed on both sides.

                  (e) Assignability and Binding Effect. This Agreement shall
inure to the benefit of and shall be binding upon the Company and its successors
and permitted assigns and upon Executive and his heirs, executors, legal
representatives, successors and permitted assigns. However, neither party may
assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this
Agreement or any of its or his rights hereunder without prior written consent of
the other party, and any such attempted assignment, transfer, pledge,
encumbrance, hypothecation or other disposition without such consent shall be
null and voice without effect.

                  (f) Severability. If any provision of this Agreement is
construed to be invalid, illegal or unenforceable, then the remaining provisions
hereof shall not be affected thereby and shall be enforceable without regard
thereto.

                  (g) Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original hereof, and it shall not be necessary in making proof of this Agreement
to produce or account for more than one counterpart hereof.

                  (h) Section Headings. Section and subsection headings in this
Agreement are inserted for convenience of reference only, and shall neither
constitute a part of this Agreement nor affect its construction, interpretation,
meaning or effect.

                  (i) References. All words used in this Agreement shall be
construed to be of such number and gender as the context requires or permits.

                                      -11-
<PAGE>


                  (j) Controlling Law. This Agreement is made under, and shall
be governed by, construed and enforced in accordance with, the substantive laws
of the Commonwealth of Pennsylvania applicable to agreements made and to be
performed entirely therein.

                  (k) Settlement of Disputes. The Company and Executive agree
that any claim, dispute or controversy arising under or in connection with this
Agreement, or otherwise in connection with Executive's employment by the Company
(including, without limitation, any such claim, dispute or controversy arising
under any federal, state or local statute, regulation or ordinance or any of the
Company's employee benefit plans, policies or programs) shall be resolved solely
and exclusively by binding arbitration. The arbitration shall be held in the
city of Philadelphia, Pennsylvania (or at such other location as shall be
mutually agreed by the parties). The arbitration shall be conducted in
accordance with the Expedited Employment Arbitration Rules (the "Rules") of the
American Arbitration Association (the "AAA") in effect at the time of the
arbitration, except that the arbitrator shall be selected by alternatively
striking from a list of five arbitrators supplied by the AAA. All fees and
expenses of the arbitration, including a transcript if either requests, shall be
borne equally by the parties. If Executive prevails as to any material issue
presented to the arbitrator, the entire cost of such proceedings (including,
without limitation, Executive's reasonable attorneys fees) shall be borne by the
Company. If Executive does not prevail as to any material issue, each party will
pay for the fees and expenses of its own attorneys, experts, witnesses, and
preparation and presentation of proofs and post-hearing briefs (unless the party
prevails on a claim for which attorney's fees are recoverable under the Rules).
Any action to enforce or vacate the arbitrator's award shall be governed by the
Federal Arbitration Act, if applicable, and otherwise by applicable state law.
If either the Company or Executive pursues any claim, dispute or controversy
against the other in a proceeding other than the arbitration provided for
herein, the responding party shall be entitled to dismissal or injunctive relief
regarding such action and recovery of all costs, losses and attorney's fees
related to such action.

                  (l) Approval and Authorizations. The execution and the
implementation of the terms and conditions of this Agreement have been fully
authorized by the Board of Directors.

                  (m) Indulgences, Etc. Neither the failure nor delay on the
part of either party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall the single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

                                      -12-

<PAGE>

                  (n) Legal Expenses. In the event that the Executive institutes
any legal action to enforce his rights under, or to recover damages for breach
of this Agreement, the Executive, if he is the prevailing party, shall be
entitled to recover from the Company any actual expenses for attorney's fees and
disbursements incurred by him.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above mentioned, under seal, intending to be legally bound
hereby.

                                    COMPANY:


Attest:


___________________________           By:______________________________________
Secretary                                  President

(Corporate Seal)


                                   EXECUTIVE:


                                      _________________________________________
                                      Senior Vice President-Managed Care Group




                                      -13-