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                                                                   EXHIBIT 10.20



                         AMENDMENT NUMBER EIGHT TO THE
                           BEVERLY ENTERPRISES, INC.
                           EXECUTIVE RETIREMENT PLAN


         Amendment made this 11th day of December, 1997, by Beverly
Enterprises, Inc. (the "Corporation").

                              W I T N E S S E T H:


         WHEREAS, during the first week of December, 1997, Beverly Enterprises,
Inc. (as in existence prior to the "Transaction" referenced below) (hereinafter
referred to as "Old Beverly") transferred its healthcare business to a
wholly-owned subsidiary of Old Beverly, i.e., New Beverly Holdings, Inc.
("NBHI"), which was then spun-off to the shareholders of Old Beverly, all
pursuant to the Agreement and Plan of Distribution by and between Old Beverly,
NBHI and Capstone Pharmacy Services, Inc. ("Capstone") dated as of April 15,
1997; and

         WHEREAS, immediately following such spin-off, Old Beverly merged with
and into Capstone, with Capstone as the surviving corporation, all pursuant to
the Agreement and Plan of Merger by and between Old Beverly and Capstone dated
as of April 15, 1997 (all the aforementioned transactions to be referred to
herein collectively as the "Transaction"); and

         WHEREAS, as a result of the Transaction, various employees of Pharmacy
Corporation of America ("PCA"), which was a wholly-owned subsidiary of Old
Beverly and an affiliate of the Corporation prior to the Transaction, will
become part of the Capstone controlled group of corporations; and

         WHEREAS, the Corporation maintains the Beverly Enterprises, Inc.
Executive Retirement Plan (the "Plan"); and

         WHEREAS, the Plan provides that a Participant must be employed as of
the last day of the Plan Year in order to receive a matching contribution
thereunder; and

         WHEREAS, the Corporation desires that all PCA employees who were
Participants in the Plan as of the closing date of the Transaction and who are
employed by PCA or a PCA affiliate on December 31, 1997 receive a matching
contribution under the Plan; and

         WHEREAS, the Corporation desires to change the name of the Plan to the
"Beverly Enterprises, Inc. Executive SavingsPlus Plan"; and





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         WHEREAS, the Corporation is empowered and authorized to amend the Plan
pursuant to Article VIII thereof;

         NOW, THEREFORE, the Plan is hereby amended in the following respects:

         1.      The name of the changed to "Beverly Enterprises, Inc.
Executive SavingsPlus Plan."

         2.      The Plan is further amended by changing the first paragraph of
Article I to read as follows:

                 The purpose of the Beverly Enterprises, Inc. Executive
                 SavingsPlus Plan (formerly the Beverly Enterprises, Inc.
                 Executive Retirement Plan)(the "Plan") of Beverly Enterprises,
                 Inc. is to attract and retain highly qualified and loyal
                 executives and managers by providing certain such executives
                 and managers with benefits, a portion of which benefits are in
                 lieu of payment of certain current compensation.

         3.      The Plan is further amended by amending section 2.12 to read
as follows:

               "Plan" means the Beverly Enterprises, Inc. Executive SavingsPlus
Plan, as set forth herein.

         4.      Paragraph 5.5 of the Retirement Plan is amended by adding a new
paragraph at the end of existing Section 5.5 to read as follows:

                 "Notwithstanding anything to the contrary contained herein, a
                 Change in Control shall not include any transfer to a
                 consolidated subsidiary, reorganization, spin-off, split-up,
                 distribution, or other similar or related transaction(s) or
                 any combination of the foregoing in which the core business
                 and assets of the Company and its subsidiaries (taken as a
                 whole) are transferred to another entity ("Controlled") with
                 respect to which (1) the majority of the Board of Directors of
                 the Company (as constituted immediately prior to such
                 transaction(s)) also serve as directors of Controlled and
                 immediately after such transaction(s) constitute a majority of
                 Controlled's board of directors, and (2) more than 70% of the
                 shareholders of the Company





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                 (immediately prior to such transaction(s)) become shareholders
                 or other owners of Controlled and immediately after the
                 transaction(s) control more than 70% of the ownership and
                 voting rights of Controlled."



         5.      The Plan is further amended by adding Section 5 as follows:

                 Notwithstanding any provisions to the contrary in this Article
                 V, those Plan Participants who will no longer be employed by
                 the Company or another adopting employer affiliated with the
                 Company as of the last day of the 1997 Plan Year, solely as a
                 result of those Transactions which are described in the
                 Agreement and Plan of Distribution by and between Beverly
                 Enterprises, Inc., New Beverly Holdings, Inc. and Capstone
                 Pharmacy Services, Inc., dated as of April 15, 1997, and the
                 Agreement and Plan of Merger by and between Beverly
                 Enterprises, Inc. and Capstone Pharmacy Services, Inc., dated
                 as of April 15, 1997, as determined by the Committee in its
                 sole discretion, and who remain employed by Pharmacy
                 Corporation of America or an affiliate thereof as of December
                 31, 1997, shall receive a matching contribution in accordance
                 with Section 5.01 hereof, as if still employed by the Company
                 as of the last day of the Plan Year in which such Transactions
                 occur;

         IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
executed by a duly authorized representative, as of the day and year first
written above.

                                                   BEVERLY ENTERPRISES, INC.


                                                   By:
                                                   Its:





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