<PAGE>   1
                                                                   EXHIBIT 10.21


                            BEVERLY ENTERPRISES, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
















                         EFFECTIVE AS OF JANUARY 1, 1998





<PAGE>   2

<TABLE>
<CAPTION>



                                TABLE OF CONTENTS


<S>    <C>                                                                                                       <C>
ARTICLE I PURPOSE AND ESTABLISHMENT..........................................................................     1

1.1    PURPOSE...............................................................................................     1

ARTICLE II DEFINITIONS.......................................................................................     1

2.1    "AFFILIATE"...........................................................................................     1
2.2    "BENEFICIARY".........................................................................................     1
2.3    "BOARD"...............................................................................................     2
2.4    "CHANGE OF CONTROL"...................................................................................     2
2.5    "CODE"................................................................................................     3
2.6    "COMMENCEMENT DATE"...................................................................................     3
2.7    "COMMITTEE"...........................................................................................     3
2.8    "COMPENSATION"........................................................................................     3
2.9    "DISABILITY"..........................................................................................     4
2.10   "EARLY RETIREMENT BENEFIT"............................................................................     4
2.11   "EFFECTIVE DATE"......................................................................................     4
2.12   "EMPLOYER"............................................................................................     4
2.13   "ERISA"...............................................................................................     4
2.14   "FINAL AVERAGE COMPENSATION"..........................................................................     4
2.15   "NORMAL RETIREMENT BENEFIT"...........................................................................     5
2.16   "NORMAL RETIREMENT DATE"..............................................................................     5
2.17   "PARTICIPANT".........................................................................................     5
2.18   "PLAN"................................................................................................     5
2.19   "PLAN YEAR"...........................................................................................     5
2.20   "RETIREMENT BENEFIT"..................................................................................     5
2.21   "YEAR OF SERVICE".....................................................................................     5

ARTICLE III ELIGIBILITY, PARTICIPATION AND VESTING...........................................................     5

3.1    ELIGIBILITY...........................................................................................     5
3.2    PARTICIPATION.........................................................................................     6
3.3    VESTING...............................................................................................     6

ARTICLE IV AMOUNT AND PAYMENT OF RETIREMENT BENEFIT..........................................................     6

4.1    AMOUNT OF NORMAL RETIREMENT BENEFIT...................................................................     6
4.2    AMOUNT OF EARLY RETIREMENT BENEFIT....................................................................     7
4.3    PAYMENT OF RETIREMENT BENEFIT.........................................................................     7
4.4    WITHHOLDING AND PAYROLL TAXES.........................................................................     8
4.5    PAYMENT DUE AN INCOMPETENT............................................................................     8

ARTICLE V DESIGNATION OF BENEFICIARY.........................................................................     9

5.1    BENEFICIARY DESIGNATION...............................................................................     9
5.2    CHANGE OF BENEFICIARY.................................................................................     9
5.3    NO DESIGNATED BENEFICIARY.............................................................................     9
5.4    DOUBT AS TO BENEFICIARY...............................................................................    10

ARTICLE VI APPEALS PROCEDURE AND ARBITRATION.................................................................    10

6.1    CLAIMS AND APPEAL PROCEDURE...........................................................................    10
6.2    BINDING ARBITRATION...................................................................................    11

</TABLE>


<PAGE>   3

<TABLE>

<S>    <C>                                                                                                       <C>
ARTICLE VII UNFUNDED NATURE OF PLAN..........................................................................    11

7.1    THE PLAN IS UNFUNDED..................................................................................    11
7.2    EMPLOYER'S RIGHT TO ESTABLISH TRUST FUND..............................................................    12

ARTICLE VIII ADMINISTRATION; AMENDMENTS AND TERMINATION; RIGHTS AGAINST
            THE EMPLOYER.....................................................................................    12

8.1    ADMINISTRATION........................................................................................    12
8.2    LIABILITY OF COMMITTEE; INDEMNIFICATION...............................................................    12
8.3    AMENDMENT AND/OR TERMINATION..........................................................................    13
8.4    RIGHTS AGAINST THE EMPLOYER...........................................................................    13
8.5    EXPENSES..............................................................................................    13

ARTICLE IX GENERAL AND MISCELLANEOUS.........................................................................    14

9.1    SPENDTHRIFT CLAUSE....................................................................................    14
9.2    SEVERABILITY..........................................................................................    14
9.3    CONSTRUCTION..........................................................................................    14
9.4    GOVERNING LAW.........................................................................................    14
9.5    SEPARATENESS OF PLAN..................................................................................    15
9.6    DISCLAIMER............................................................................................    15
9.7    RELEASE...............................................................................................    15
9.8    SUCCESSORS AND ASSIGNS................................................................................    15

</TABLE>



<PAGE>   4

                            BEVERLY ENTERPRISES, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                                    ARTICLE I
                            PURPOSE AND ESTABLISHMENT


1.1      PURPOSE

         Effective as of January 1, 1998, Beverly Enterprises, Inc., hereby
establishes the "Beverly Enterprises, Inc. Supplemental Executive Retirement
Plan," an unfunded plan "maintained by the employer primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees," within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA. This Plan is intended to constitute a "nonqualified deferred
compensation plan" for purposes of Section 3121(v)(2) of the Code as well as 4
U.S.C. ss. 114.

                                   ARTICLE II
                                   DEFINITIONS



2.1      "AFFILIATE"

         "Affiliate" means (a) a corporation, trade or business that, together
with any Employer, is a member of a controlled group of corporations or an
affiliated service group or under common control (within the meaning of section
414(b), (c) or (m) of the Code), but only for the period during which such other
entity is so affiliated with any Employer, and (b) any other entity required to
be aggregated with any Employer pursuant to Department of Treasury regulations
under section 414(o) of the Code.

2.2      "BENEFICIARY"

         "Beneficiary" means one or more persons, trusts, estates or other
entities designated or deemed to have been designated in accordance with Article
V of this Plan, that are entitled to receive benefits under this Plan in the
event of the Participant's death.



<PAGE>   5

2.3      "BOARD"

         "Board" means the Board of Directors of Beverly Enterprises, Inc.

2.4      "CHANGE OF CONTROL"

         Change in Control" shall be deemed to have occurred if the conditions
set forth in any one of the following paragraphs shall have been satisfied:

         (a) Any person, corporation or other entity or group, including any
"group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), becomes the beneficial owner of Shares having 30%
or more of the total number of votes that may be cast for the election of
directors of Beverly Enterprises, Inc. (the "Company"); or

         (b) As the result of, or in connection with, any tender or exchange
offer, merger or other business combination, sale of assets or contested
election, or any combination of the foregoing (a "Transaction"), the persons who
were directors of the Company before the Transaction shall cease to constitute a
majority of the Board of Directors of the Company or any successor to the
Company or its assets; or

         (c) If at any time (i) the Company shall consolidate with, or merge
with, any other Person and the Company shall not be the continuing or surviving
corporation, (ii) any Person shall consolidate with, or merge with, the Company,
and the Company shall be the continuing or surviving corporation and in
connection therewith, all or part of the outstanding stock shall be changed into
or exchanged for stock or other securities of any other Person or cash or any
other property, (iii) the Company shall be a party to a statutory share exchange
with any other Person after which the Company is a Subsidiary of any other
Person, or (iv) the Company shall sell or


                                        2



<PAGE>   6

otherwise transfer 50% or more of the assets or earnings power of the Company
and its Subsidiaries (taken as a whole) to any Person or Persons; provided,
however, that notwithstanding anything to the contrary set forth above, 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
(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.

2.5      "CODE"

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

2.6      "COMMENCEMENT DATE"

         "Commencement Date" means the date on which a Participant or, if
applicable, a Beneficiary, begins to receive payments under the Plan.

2.7      "COMMITTEE"

         "Committee" means the Compensation Committee of the Board, or any such
other committee designated by the Board.

2.8      "COMPENSATION"

         "Compensation" means the annual base salary, excluding bonus,
commissions, overtime, employee benefits, relocation allowance, incentive
payments, directors fees and other special payments or fees, paid to a
Participant by any Employer for employment services rendered to any

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<PAGE>   7

Employer, but before reduction for compensation deferred pursuant to all
qualified, non-qualified and Code Section 125 plans of any Employer.
"Compensation" shall not include any tax gross- up payments, whether made in
connection with an employee benefit plan or otherwise.

2.9      "DISABILITY"

         "Disability" means or refers to a disability that the Committee has
found would qualify the Participant (upon the expiration of any applicable
waiting period) for payment of benefits under the Employer's long-term
disability income plan. If the Employer does not continue to maintain a
long-term disability income plan, "Disability" shall mean any physical or mental
disability that the Committee determines, in its sole discretion, to be total
and permanent.

2.10     "EARLY RETIREMENT BENEFIT"

         "Early Retirement Benefit" means the monthly Retirement Benefit
calculated as described in Section 4.2 of this Plan.

2.11     "EFFECTIVE DATE"

         "Effective Date" means the effective date of this Plan, which is
January 1, 1998.

2.12     "EMPLOYER"

         "Employer" means Beverly Enterprises, Inc. and any Affiliate that has
adopted this Plan with the approval of Beverly Enterprises, Inc.

2.13     "ERISA"

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

2.14     "FINAL AVERAGE COMPENSATION"

         "Final Average Compensation" means the average of the Compensation paid
to a Participant during the three (3) consecutive full Plan Years immediately
preceding (and, if a full Plan Year, including) the Plan Year in which the
Participant retires, dies, or becomes Disabled. For purposes of computing Final
Average Compensation, Compensation in excess of $1,000,000 in any year shall be
disregarded.

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<PAGE>   8

2.15     "NORMAL RETIREMENT BENEFIT"

         "Normal Retirement Benefit" means the monthly Retirement Benefit
calculated as described in Section 4.1 of this Plan.

2.16     "NORMAL RETIREMENT DATE"

         "Normal Retirement Date" means the date on which the Participant
attains age 65.

2.17     "PARTICIPANT"

         "Participant" means an employee or former employee of the Employer who
has satisfied the requirements of Section 3.2 of this Plan.

2.18     "PLAN"

         "Plan" means the Beverly Enterprises, Inc. Supplemental Executive
Retirement Plan, as set forth in this document, and as it may be amended from
time to time.

2.19     "PLAN YEAR"

         "Plan Year" means the twelve (12) consecutive month period commencing
on each January 1st and ending on each December 31.

2.20     "RETIREMENT BENEFIT"

         "Retirement Benefit" means the monthly benefit payable to a Participant
under this Plan.

2.21     "YEAR OF SERVICE"

         "Year of Service" means each full twelve (12) consecutive month period
that a Participant has been employed by an Employer, commencing with the
Participant's date of hire (and, if rehired, recommencing on his date of
rehire).



                                   ARTICLE III
                     ELIGIBILITY, PARTICIPATION AND VESTING


3.1      ELIGIBILITY

         Participation in the Plan shall be limited to a select group of
management and highly compensated employees of the Employer. From that group,
the Committee shall select from time

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to time, in its sole discretion, employees to participate in the Plan. The
Committee also has the authority to terminate an employee's participation in the
Plan at any time.

3.2      PARTICIPATION

         An eligible employee shall become a Participant hereunder on the date
as of which both of the following conditions have been satisfied: (a) the
Committee determines in its sole discretion that he shall be a Participant and
(b) he delivers to the Committee such properly completed enrollment and/or
beneficiary designation forms as the Committee may require. The Committee may,
in its absolute discretion, from time to time select individuals for or delete
individuals from participation in the Plan.

3.3      VESTING

         A Participant shall have a vested and nonforfeitable interest in the
Participant's Retirement Benefit upon (a) completing at least two (2) Years of
Service after the Effective Date; (b) attaining age 60; and (c) completing
fifteen (15) Years of Service. The fifteen (15) Years of Service requirement may
be waived for those Participants specified by the Committee in its sole
discretion, but only upon such Participants' attaining age 65. In addition, in
the event of a Change in Control, or a Participant's death or Disability, the
Participant shall be fully vested in the Participant's Retirement Benefit.

         The Committee may, in its sole discretion, modify these vesting
requirements or accelerate the vesting of the Retirement Benefit of any or all
Participants. If a Participant terminates employment with all Employers prior to
vesting in his Retirement Benefit, as provided above, he shall forfeit all of
his interest hereunder.



                                   ARTICLE IV
                    AMOUNT AND PAYMENT OF RETIREMENT BENEFIT


4.1      AMOUNT OF NORMAL RETIREMENT BENEFIT

         A Participant's Normal Retirement Benefit shall be one-twelfth (1/12)
of the product of a) .50 and b) the Participant's Final Average Compensation. A
Normal Retirement Benefit is only


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<PAGE>   10

payable upon the Participant (i) attaining age 65 while still actively employed
by an Employer, and (ii) satisfying the vesting requirements of Section 3.3.

4.2      AMOUNT OF EARLY RETIREMENT BENEFIT

         (a) If a Participant retires on or after age 60 but before Normal
Retirement Age and he is vested in his Retirement Benefit, he may elect to
receive an Early Retirement Benefit. If the Early Retirement Benefit is elected,
a Participant is not eligible for the Normal Retirement Benefit. A Participant's
Early Retirement Benefit shall be equal to the Participant's Normal Retirement
Benefit reduced by 5% for each year retirement occurs before age 65, as
indicated below:

<TABLE>
<CAPTION>

         Age at Retirement                  Early Retirement Benefit
         -----------------                  ------------------------
         <S>                                <C>
         64                                 Normal Retirement Benefit reduced by 5%

         63                                 Normal Retirement Benefit reduced by 10%

         62                                 Normal Retirement Benefit reduced by 15%

         61                                 Normal Retirement Benefit reduced by 20%

         60                                 Normal Retirement Benefit reduced by 25%

</TABLE>

         (b) If a Participant terminates employment prior to age 60, he is not
entitled to an Early Retirement Benefit (or to any benefit hereunder) unless he
becomes vested by virtue of death, Disability, or a Change in Control. In the
event of vesting prior to age 60 due to death, Disability, or a Change in
Control, a Participant (or, in the event of his death, his Beneficiary) may
elect to receive an Early Retirement Benefit commencing in the calendar year
following his termination of employment or at any time thereafter, but the
amount of such Early Retirement Benefit shall be equal to the age 60 Early
Retirement Benefit specified in (a) above, reduced by an additional 5% for each
year prior to age 60 that the benefit commences.

4.3      PAYMENT OF RETIREMENT BENEFIT

         A Participant's Retirement Benefit shall be paid for 180 months. Unless
the Participant or his Beneficiary elects a later date, the Commencement Date
shall be as of the first day of January in the calendar year immediately
following the calendar year in which the Participant retires, dies or becomes
Disabled, or as soon thereafter as is administratively practicable. However, if
a

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<PAGE>   11

Participant vests due to death, Disability, or a Change in Control, his
Commencement Date shall be delayed until age 60 unless he affirmatively elects
otherwise pursuant to Section 4.2(b). However, in no event may a Retirement
Benefit commence prior to the calendar year immediately following the calendar
year of a Participant's termination of employment. If a Participant dies before
the Commencement Date, the 180 payments shall be made to his designated
Beneficiary. If a Participant dies after the Commencement Date, but before 180
payments have been made, the remainder of the payments shall be made to his
designated Beneficiary.

4.4      WITHHOLDING AND PAYROLL TAXES

         All amounts payable hereunder to any Participant or Beneficiary shall
be reduced by any and all federal, state and local taxes imposed upon the
Participant or Beneficiary that are required to be paid or withheld by the
Employer, as determined in the sole discretion of the Employer. Employment taxes
with respect to amounts credited hereunder shall be payable in accordance with
Section 3121(v)(2) of the Code and may be withheld from a Participant's
Compensation if due prior to the time of a distribution hereunder.

4.5      PAYMENT DUE AN INCOMPETENT

         If the Committee receives evidence that a Participant or Beneficiary
entitled to receive any payment under the Plan is physically or mentally
incompetent to receive such payment, the Committee may, in its sole discretion,
direct the payment to any other person or trust which has been legally appointed
by a court of competent jurisdiction or, in the event that no such person has
been appointed, to any person whom the Committee, in its sole discretion,
determines to be responsible for the care of the Participant or Beneficiary.
Payment to any person or trust in accordance with this Section will fully
discharge the obligations of the Plan and the Employer to such Participant or
Beneficiary.



                                    ARTICLE V
                           DESIGNATION OF BENEFICIARY


5.1      BENEFICIARY DESIGNATION

         Each Participant shall have the right to designate his Beneficiary
(both primary as well as


                                       8
<PAGE>   12

contingent) to receive any benefits payable under the Plan to a Beneficiary upon
the death of a Participant. The Beneficiary designated under this Plan may be
the same as or different from the Beneficiary designation under any other plan
of the Employer in which the Participant participates. A Participant shall make
any designation of Beneficiary or Beneficiaries by completing and signing the
applicable form and returning it to the Committee or its designated agent. If
the Participant names someone other than his spouse as a Beneficiary, a spousal
consent, if required by the Committee, must be signed by that Participant's
spouse on a form designated by the Committee and returned to the Committee.

5.2      CHANGE OF BENEFICIARY

         A Participant shall have the right to change a Beneficiary by
completing, signing and otherwise complying with the terms of the required form
and the Committee's rules and procedures, as in effect from time to time. Upon
the acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The Committee shall
be entitled to rely on the last Beneficiary designation filed with the Committee
prior to the Participant's death.

5.3      NO DESIGNATED BENEFICIARY

         If a Participant fails to designate a Beneficiary as provided in
Section 5.1 above or if all designated Beneficiaries predecease the Participant
or die prior to the complete distribution of the Participant's benefits, then
the Participant's designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, the benefits
remaining under the Plan to be paid to a Beneficiary shall be payable to the
executor or personal representative of the Participant's estate.

5.4      DOUBT AS TO BENEFICIARY

         If the Committee has any doubt as to the proper Beneficiary to receive
payments pursuant to this Plan, the Committee shall have the right, before a
Change in Control, to withhold such payments until this matter is resolved to
the Committee's satisfaction.


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<PAGE>   13

                                   ARTICLE VI
                        APPEALS PROCEDURE AND ARBITRATION

6.1      CLAIMS AND APPEAL PROCEDURE

         Any Participant or Beneficiary of a deceased Participant (a "Claimant")
may deliver to the Committee a written claim for a determination with respect to
the amounts distributable to such Claimant from the Plan. If such a claim
relates to the contents of a notice received by the Claimant, the claim must be
made within 60 days after such notice was received by the Claimant. All other
claims must be made within 180 days of the date on which the event that caused
the claim to arise occurred. The claim must state with particularity the
determination desired by the Claimant.

         The Committee shall consider a Claimant's claim within a reasonable
time, and shall notify the Claimant in writing of its determination. If the
Committee requires additional information, the Committee shall request such
information from the Claimant.

         Within 60 days after receiving a notice from the Committee that a claim
has been denied, in whole or in part, a Claimant (or the Claimant's duly
authorized representative) may file with the Committee a written request for a
review of the denial of the claim. The Committee shall render a written decision
on review within a reasonable period of time after receipt of the Claimant's
appeal.

         A Claimant's compliance with the foregoing provisions of this Section
6.1 is a mandatory prerequisite to a Claimant's right to commence any other
action (as described below in Section 6.2) with respect to any claim for
benefits under this Plan.

6.2      BINDING ARBITRATION

         A claimant may contest the Committee's denial of his appeal only by
submitting the matter to binding arbitration before a single arbitrator agreed
to by the Claimant and the Committee. Any arbitration shall be held in Fort
Smith, Arkansas, unless otherwise agreed to by the Committee and the Claimant.
The arbitration shall be conducted pursuant to the Commercial


                                       10
<PAGE>   14

Arbitration Rules of the American Arbitration Association. The arbitrator's
authority shall be limited to the affirmance or reversal of the Committee's
denial of the appeal, and the arbitrator shall have no power to alter, add to or
subtract from any provision of this Plan. Except as otherwise required by ERISA,
the arbitrator's decision shall be final and binding on all parties to the
maximum extent allowed by law. The arbitrator shall have no power to award any
punitive, exemplary, consequential, or special damages, and under no
circumstances shall an award contain any amount that in any way reflects any of
such types of damages. Each party shall bear its own attorney's fees and costs
of arbitration. Judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof.



                                   ARTICLE VII
                             UNFUNDED NATURE OF PLAN


7.1      THE PLAN IS UNFUNDED

         The Plan is an "unfunded plan primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees," within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA. The Employer shall not be required to segregate funds to pay Retirement
Benefits and nothing in this Plan shall be construed as providing for such
segregation. The Participant, his Beneficiary and any other person(s) having or
claiming a right to payments hereunder or to any interest in this Plan shall
have no funded, secured, or preferential right to payment hereunder, but rather
shall rely solely on the unsecured promise of the Employer. Nothing herein shall
be construed to give the Participant, his Beneficiary or any other person or
persons any right, title, interest or claim in or to any specific asset, fund,
reserve, account or property of any kind whatsoever owned by the Employer or in
which it may have any right, title or interest now or in the future; provided
that the Participant or any Beneficiary shall have the right to enforce his
claim against the Employer in the same manner as any unsecured creditor of the
Employer. Each Participant, by participating hereunder, agrees to waive any
priority creditor status for wage payments.


                                       11
<PAGE>   15

7.2      EMPLOYER'S RIGHT TO ESTABLISH TRUST FUND

         Notwithstanding Section 7.1, the Employer may, in its absolute
discretion, establish a trust fund and contribute to such trust fund assets that
shall be held therein, subject to the claims of the Employer's creditors in the
event of the insolvency or bankruptcy of the Employer, until paid to
Participants or Beneficiaries in accordance with the terms of the Plan. The
Employer shall not establish any trust fund that would cause the Plan to fail to
be an unfunded plan for purposes of Title I of ERISA.



                                  ARTICLE VIII
                         ADMINISTRATION; AMENDMENTS AND
                    TERMINATION; RIGHTS AGAINST THE EMPLOYER


8.1      ADMINISTRATION

                  (a) The Committee shall administer the Plan and shall have the
full and absolute discretionary power and authority to construe and interpret
the provisions of the Plan and to determine a Participant's eligibility for
benefits hereunder.

                  (b) Any determination made by the Committee pursuant to the
authority granted under subsection (a) shall be conclusive and binding on all
Participants, Beneficiaries and any other person who at any time have, or claim
to have, any interest whatsoever under this Plan.

                  (c) Pursuant to Section 401(a)(1) of ERISA, it is intended
that the Plan and the administration thereof shall be exempt from Part 4 of
Title I of ERISA. The Committee and the members thereof shall not be deemed to
be fiduciaries within the meaning of Section 3(21) of ERISA, and shall not be
subject to the terms of Part 4 of Title I of ERISA.

8.2      LIABILITY OF COMMITTEE; INDEMNIFICATION

         To the extent permitted by law, no member of the Committee shall be
liable to any person for any action taken or omitted in connection with the
interpretation and administration of this Plan, unless attributable to his own
gross negligence or willful misconduct. To the maximum extent required or
permitted under applicable law, the Employer shall indemnify the members of the
Committee against any and all claims, losses, damages, and expenses, including
any amounts


                                       12
<PAGE>   16

paid in settlement with the Committee's approval and any attorney's fees,
arising from their action or failure to act.

8.3      AMENDMENT AND/OR TERMINATION

         The Employer reserves the right to alter, amend or terminate the Plan
or any part hereof. Any such alteration, amendment or termination may be
effected by resolution of the Board or Committee acting in accordance with the
bylaws (or other applicable governing document) of the Employer, in such manner
as the Board or Committee may determine and for any reason whatsoever. Any such
amendment or termination shall become effective upon the date stated therein,
with or without prior notice, and shall be binding upon all Participants and
Beneficiaries.

8.4      RIGHTS AGAINST THE EMPLOYER

         The establishment of this Plan shall not be construed as giving to any
Participant, Beneficiary or other person any legal, equitable or other rights
(other than rights expressly granted by the provisions of the Plan) against the
Employer, or its officers, directors, agents or shareholders, or as giving to
any Participant or Beneficiary any equity or other interest in the assets or
business of the Employer or in shares of Employer stock or giving any employee
the right to be retained in the employment of the Employer. This Plan does not
constitute a contract of employment and all Participants shall be subject to
discharge to the same extent they would have been if this Plan had never been
adopted.

8.5      EXPENSES

         The cost of this Plan and the expenses of administering the Plan shall
be borne by the Employer.



                                   ARTICLE IX
                            GENERAL AND MISCELLANEOUS


9.1      SPENDTHRIFT CLAUSE

         Except as provided in a domestic relations order, no right, title or
interest of any kind in


                                       13
<PAGE>   17

the Plan shall be transferable or assignable by any Participant or Beneficiary
or be subject to alienation, anticipation, encumbrance, garnishment, attachment,
execution or levy of any kind, whether voluntary or involuntary, nor subject to
the debts, contracts, liabilities, engagements, or torts of the Participant or
Beneficiary. Any attempt to so alienate, anticipate, encumber, sell, transfer,
assign, pledge, garnish, attach or otherwise subject to legal or equitable
process or dispose of any interest in the Plan shall be void.

9.2      SEVERABILITY

         In the event that any provision of this Plan shall be declared illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of this Plan but shall be fully severable and this Plan
shall be construed and enforced as if said illegal or invalid provision had
never been a part of this Plan.

9.3      CONSTRUCTION

         The article and section headings are included only for convenience of
reference and are not to be taken as limiting or extending the meaning of any of
the terms and provisions of this Plan. Whenever appropriate, words used in the
singular shall include the plural or the plural may be read as the singular.
When used herein, the masculine gender includes the feminine gender.

9.4      GOVERNING LAW

         The validity and effect of this Plan and the rights and obligations of
all persons affected hereby shall be construed and determined in accordance with
the laws of the State of Arkansas, unless superseded by federal law.

9.5      SEPARATENESS OF PLAN

         Nothing in this Plan shall operate or be construed in any way to
modify, amend or affect the terms and provisions of any other plan established
or maintained by an Employer except as may otherwise be expressly provided.


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9.6      DISCLAIMER

         The Employer makes no representations, warranties, or assurances and
assumes no responsibility as to the state or federal tax consequences of this
Plan or participation herein.

9.7      RELEASE

         As a condition to making any payment under the Plan, or to giving
effect to any designation of a Beneficiary or other election or other action
under the Plan by any Participant or any other person, the Committee may require
such consents or releases as it determines to be appropriate, and further may
require any such designation, election or other action to be in writing, in a
prescribed form and to be filed with the Committee in a manner prescribed by the
Committee. In the event the Committee determines, in its discretion, that
multiple conflicting claims may be made as to all or a part of the same benefit,
the Committee may delay the making of any payment until such conflict or
multiplicity of claims is resolved.

9.8      SUCCESSORS AND ASSIGNS

         The Plan shall be binding upon and shall inure to the benefit of the
Employer, its successors, purchasers, and assigns, and all Participants,
Beneficiaries and their heirs, executors, administrators, successors and
assigns.

         IN WITNESS WHEREOF, Beverly Enterprises, Inc., hereby adopts the Plan
as of the Effective Date set forth above.

ATTEST:                                    BEVERLY ENTERPRISES, INC.



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

                                           Its:
                                               ---------------------------------



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