<PAGE>
                                                                   EXHIBIT 10.62


                               FIFTH AMENDMENT TO
                            MASTER SERVICES AGREEMENT

         This Fifth Amendment to Master Services Agreement ("Fifth Amendment")
         is effective as of the first day of January, 2003 ("Fifth Amendment
         Effective Date"). This Fifth Amendment amends and supplements that
         certain Master Services Agreement effective as of the 18th day of
         September 1997 ("Agreement") by and between BEVERLY ENTERPRISES, INC.
         ("Customer") and ALLTEL INFORMATION SERVICES, INC. ("ALLTEL").

                                   WITNESSETH:

         WHEREAS, Client and ALLTEL desire to extend the Term of the Agreement;
         and

         WHEREAS, Client and ALLTEL desire to make certain other changes to the
         Agreement,

         NOW, THEREFORE, in consideration of the mutual promises and covenants
         herein, the parties agree as follows:

         1.       Section 1.1(e) shall be deleted in its entirety and replaced
                  with the following:
                  "Expiration Date" shall mean the earliest of (i) the later to
                  occur of December 31, 2007 or the date to which this Agreement
                  is extended in accordance with Section 4, or (ii) the date
                  this Agreement is terminated in accordance with Section 20.

         2.       Section 20.7 of the Agreement (Termination for Convenience) is
                  deleted in its entirety and replaced with the following:

                           "20.7 Termination for Convenience. Client may
                           terminate this Agreement for convenience and without
                           cause, such termination becoming effective as of any
                           date after the 48th month after the Fifth Amendment
                           Effective Date provided Client is not in default of
                           any of its obligations under this Agreement by doing
                           each of the following:

                                    (i) giving ALLTEL at least six (6) months
                                    prior written notice designating the
                                    termination date (the "Early Termination
                                    Date") and (ii) paying ALLTEL, upon the date
                                    of delivery of notice of termination (the
                                    "Early Termination Notice Date") an amount
                                    equal to the "Early Termination Fee" (as
                                    described below) and (iii) paying an
                                    additional amount equal to the reasonable
                                    costs actually incurred by ALLTEL in
                                    terminating this Agreement, including
                                    without limitation, relocation, expenses
                                    consistent with ALLTEL's then-existing
                                    policies, travel and severance expenses,
                                    incentive payments (stay bonuses) to provide
                                    for continued services of ALLTEL through the
                                    Early Termination Date; an amount equal to
                                    any remaining book value of any equipment
                                    and unamortized software used to provide
                                    the Services; expenses incurred in canceling
                                    leases, licenses subcontractor or similar
                                    agreements ("Shutdown Expenses") ALLTEL
                                    shall use reasonable efforts to minimize
                                    Shutdown Expenses.

                                    The Early Termination Fee shall be
                                    determined according to the following
                                    formula:



                                      -1-
<PAGE>

                                    (AMFx3x.40) for the first three (3) month
                                    period between the Early Termination Date
                                    and the Expiration Date*, plus

                                    (AMFx3x.35) for the second three (3) month
                                    period between the Early Termination Date
                                    and the Expiration Date*, plus

                                    (AMFx3x.30) for the third three (3) month
                                    period between the Early Termination Date
                                    and the Expiration Date*, plus

                                    (AMFx3x.20) for the fourth three (3) month
                                    period between the Early Termination Date
                                    and the Expiration Date*, plus


                                    AMF shall mean the average of Monthly Fees
                                    for the six months prior to the Early
                                    Termination Notice Date.

                                    * As prorated if fewer than three (3) months
                                    remain until the Expiration Date."

         3.       Exhibit E shall be deleted in its entirety and replaced with
                  the attached Exhibit E.

         4.       All capitalized terms in this Fifth Amendment shall have the
                  same meaning as set forth in the Agreement, unless defined
                  herein.

         5.       All terms and conditions of the Agreement not amended by this
                  Fifth Amendment remain in full force and effect. In the event
                  of a conflict or inconsistency between the terms of the
                  Agreement and the terms of this Fifth Amendment, the latter
                  shall supercede and govern.

         6.       Except as herein expressly amended, the Agreement is ratified,
                  confirmed and remains unchanged in all respects and shall
                  remain in full force and effect in accordance with its
                  respective terms.

         7.       This Fifth Amendment may be executed in counterparts, each of
                  which shall be an original, but such counterparts shall
                  together constitute one and the same document.

         8.       This Fifth Amendment shall be governed by and shall be
                  construed in accordance with the laws of the State of
                  Arkansas.



                                      -2-
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of the
Fifth Amendment Effective Date by their duly authorized representatives.

ALLTEL INFORMATION SERVICES, INC.           BEVERLY ENTERPRISES, INC.

By:    /s/ HAROLD FACKLER                   By:     /s/ JEFFREY P. FREIMARK
   -------------------------------             ---------------------------------
Name:  Harold Fackler                       Name:   Jeffrey P. Freimark
     -----------------------------               -------------------------------
Title: Sr. V.P.                             Title:  EVP-CFO
      ----------------------------                ------------------------------
Date:  1/1/03                               Date:   1/30/03
     -----------------------------               -------------------------------



<PAGE>

                                    EXHIBIT E
                                      FEES

1.       Monthly Fees.

         (a)      Prior to Fifth Amendment Effective Date. The Monthly Fees for
                  the Services provided under the Agreement prior to the Fifth
                  Amendment Effective Date shall be those set forth in Exhibit E
                  prior to the Fifth Amendment Effective Date.

         (b)      As Of the Fifth Amendment Effective Date. In addition to other
                  amounts set forth herein, Client agrees to pay to ALLTEL for
                  sixty (60) months commencing with the Fifth Amendment
                  Effective Date the Monthly Fees set forth in the Fee Schedule
                  for the Services to be provided by ALLTEL to Client pursuant
                  to this Agreement

2.       CPI-U Adjustment. During the Term of the Agreement (and any renewal
         thereof), the fees and charges reflected in this Agreement will be
         adjusted in direct proportion to changes in the Consumer Price Index
         for All Urban Consumers - Other Goads and Services (the "CPI-U") as
         published by the U.S. Department of Labor, Bureau of Labor Statistics.
         Effective the thirteenth (13th) month from the Fifth Amendment
         Effective Date, such fees shall be adjusted by the percentage change in
         the CPI-U over the one-year period ending with the thirteenth (13th)
         month. Annually thereafter, such fees and charges shall be further
         adjusted by the percentage change in the CPI-U for the corresponding
         one year period throughout the term of the Agreement. In no case shall
         the CPI-U adjustment be less than 3% nor more than 6.5%.

3.       Pass-Through Expenses. Client shall pay, in addition to the Monthly
         Fees, Pass-Through Expenses.



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                                RESOURCE CAPACITY


1.       DEFINITIONS.

         1.1.     Resource Fees.

                  Client shall pay fees according to their defined resource
                  levels as defined herein. Any increase in Client defined
                  resources shall result in an increase in fees paid.

         1.2.     Client Specific Fees.

                  In each case where the Client specific business requirements
                  dictate the use of resources that are not shared with other
                  ALLTEL Client's, such dedicated resources shall be referred to
                  as "client specific." In this Agreement the client specific
                  resources are; network circuits, network equipment, and
                  Client's nonstandard third party software.

2.       RESOURCE CAPACITY.

         2.1.     DASD Capacity.

                  The amount of DASD in use as of the effective date of this
                  Agreement will be the initial resource level.

         2.2.     Network Capacity.

                  The level of network capacity is determined during the annual
                  planning cycle with review of trend reports on usage over the
                  past twelve (12) months and planned changes in their business
                  or workload by the Client, and with agreement of the ALLTEL
                  Account Relationship Executive. The level of network capacity
                  is derived from the following two main components: (1) Number
                  of FEP ports needed for connectivity between ALLTEL and the
                  Client and, (2) Number of LAN ports needed for connectivity
                  between the ALLTEL and Client's LAN. The inventory of FEP and
                  LAN ports will be reported to Client on a monthly basis.
                  Client may request an adjustment to the level of network
                  capacity as described in Section 3, "Capacity Adjustments".

3.       CAPACITY ADJUSTMENTS.

                  The following information pertains to resource increases or
                  decreases that are planned as part of the normal business
                  planning cycle for Client.

         3.1.     Planning Cycle

                  The Mutual Planning Committee will provide at minimum on an
                  annual basis information on Client's business plans and its
                  impact on ALLTEL resource requirements.



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         3.2.     Resource Increases

                  Planned increases to any unit of resource will be allowed four
                  (4) times a year with notice in writing to the ALLTEL Account
                  Relationship Executive. All resource increases requested are
                  subject to a minimum timeframe to execute as described in the
                  ALLTEL's Service Delivery Schedule and/or Capacity Adjustments
                  Schedule set forth in Section 3.4 of Exhibit E-2. If resources
                  are available and do not require ALLTEL to upgrade or replace
                  any equipment, then the request by Client will be handled
                  within a minimum of thirty (30) days from time of the request.

         3.3.     Resource Decreases

                  Decreases will be allowed four (4) times a year with notice in
                  writing to the ALLTEL Account Relationship Executive. ALLTEL
                  will make reasonable effort to re-deploy the resources earlier
                  than the minimum timeframe defined in the table in Section
                  3.4, and if ALLTEL is able to, will do so.

         3.4.     Unit Quantities and Timeframes

<Table>
<Caption>
                                Minimum Quantity
                                 of Increase or           Minimum Increase         Minimum Decrease
         Resource                   Decrease                 Timeframe                 Timeframe
         --------               ----------------          ----------------         ----------------
<S>                             <C>                       <C>                      <C>
       DASD Volume                  1 Volume                  60 Days                   90 Days
</Table>

4.       UNPLANNED RESOURCE INCREASES.

         4.1.     Occurrence Cycle

                  The Fees set forth in this Exhibit E include certain Network
                  and Systems personnel as defined in Exhibit F as "Base Staff".
                  These are specifically dedicated to or functioning on behalf
                  of Client. The Base Staff will perform the Systems Support and
                  Network Support Services as outlined in Exhibit F as Base
                  Staff (Network Systems) and Base Staff (Systems Support).
                  Should the volume of Client Systems & Network Services
                  requests exceed that which can reasonably be performed by the
                  Base Staff Client shall increase the level of Base Staff in
                  accordance with the provisions of Section 3 (Increases in Base
                  Staff) of the Base Staff provisions of Exhibit F. The ALLTEL
                  Account Relationship Executive will notify Client of requests
                  that are outside the scope of the Monthly Fee and that will
                  result in additional, incremental charges to Client. ALLTEL
                  shall utilize commercially reasonable efforts to manage the
                  dedicated resources in such a manner as to minimize such
                  incremental additional fees. Client acknowledges that it can
                  also help minimize such additional charges through advanced
                  scheduling and notification to ALLTEL of such work requests
                  and through



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                  effective use of the Mutual Planning Committee process
                  described in section 10.5 of the Agreement.

5.       CLIENT'S CURRENT NETWORK (Effective 05/01/01)

                (1) DS1 Circuit for VSAT connection from Hughes'
                   facility in Minneapolis, Minnesota to LRTC

                 (1) DS1 Circuit for Beverly Corp. headquarters
                                location to LRTC

                  (1) SDLC FEP Port on shared 3745 for BCBS of
                                   California

                      Raised floor space for Beverly owned
                                   equipment.

               (4) Dial-out FEP Port on shared 3745 for subsidiary
              36 / non VSAT traffic and (1) dial-in for production
                                     support

6.       DEFINITION OF BACKBONE.

         The circuit(s) between the Technology Center's telephone carrier and
         the remote Client, called the "backbone" circuit(s), while considered
         Client specific in terms of charges, is engineered and provisioned by
         the Technology Center to provide maximum availability on behalf of
         Client. The portion of the circuit between the Technology Center and
         the local telephone company in Little Rock rides on dedicated fiber
         circuits that are survivable, meaning that if any failure occurs in the
         ring in one direction, the data are routed automatically in the reverse
         direction with no loss of data.

7.       SERVICES FOR BASE NETWORK

         Services for Base Network shall Include the ALLTEL Technology Center
         host attachments, the communications equipment, cables and multiplexing
         required to bring a communication line to the ALLTEL Technology Center
         from the telephone carrier as well as the circuits between the ALLTEL
         Technology Center and the local telephone company in Little Rock. Also
         included are the remote cabling and communications equipment required
         to terminate the port. Maintenance contracts cover the components and
         those costs are included in the network fee. Disaster recovery fees
         shall be in addition to the network fees.

8.       ANALOG NETWORK SERVICES

         Analog network equipment located at ALLTEL used for file transmissions
         and other production-related activities (detailed in Exhibit D) will be
         owned (ownership transferred at no cost to ALLTEL at Client's request
         under the Agreement), monitored, operated and managed by ALLTEL
         However, this equipment is expected to be displaced during the term of
         the Agreement, and, by Client's request, is not currently or will be
         placed under



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         any manufacturers maintenance contract during the Agreement. Thus, any
         necessary repairs, replacement or problem resolution will be initiated
         by ALLTEL and all associated costs (i.e. Labor and Materials) of such
         repair/replacement will be billed to Client as Pass-Through Expense.
         ALLTEL will make every reasonable effort to minimize such expense and
         will notify Client in advance of any such expenditures to the extent
         practical.



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                                  SERVICE FEES

1.       ALLTEL HOURLY/MONTHLY/YEARLY RATES.

         1.1      Hourly Rates. The following hourly rates are in effect as of
                  the Fifth Amendment Effective Date. The ALLTEL hourly rates
                  may be changed by ALLTEL upon written notice to Client not
                  more often than once during each twelve (12) month period
                  following the Start Date. In the event that Client desires
                  ALLTEL to provide additional services, such additional
                  services shall be charged to Client at the corresponding rates
                  set forth in the table below. ALLTEL shall charge Client
                  overtime rates only in those instance where such overtime
                  services are approved by Client in advance. In addition,
                  Client agrees to reimburse ALLTEL for the actual expense of
                  reasonable travel and lodging expense, if any, related to
                  hourly rate based services requested by Client. ALLTEL will
                  inform Client, in advance, if overtime or travel and lodging
                  expense is anticipated to be incurred.

<Table>
<Caption>
                                                                                      Minimum Billable
                                 Resource                         Hourly Rate         Hours Per Person
                                 --------                         -----------         ----------------
<S>                                                               <C>                 <C>
                System Programmer                                 $    150.00              4 Hours
                Network Programmer                                $    150.00              4 Hours
                Network Engineer                                  $    150.00              4 Hours
                Database Administrator (DBA)                      $    150.00              4 Hours
                Operations Analyst                                $     90.00              4 Hours
                Project Management                                $    150.00              4 Hours
</Table>

         1.2      Monthly/Annual Rates. In the event that Client desires monthly
                  or annual rates for the Resources as set forth in the table
                  above, the rates agree to negotiate in good faith to reach a
                  mutually agreeable monthly/annual rate.

         1.3      Travel and Expenses. Client will pay all reasonable travel and
                  subsistence costs incurred by ALLTEL employees in performance
                  of any such additional services in accordance with Client's
                  reasonable travel policy but in no event shall such policy
                  differ materially from normally accepted industry standards.

         1.4      Qualifications of Personnel. The ALLTEL personnel provided
                  pursuant to the monthly or hourly rates under this section
                  will be individuals with at least such experience,
                  qualifications and technical skills suitable to, and generally
                  required in connection with, the duties attendant to their
                  respective positions.



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                                  FEE SCHEDULE

Monthly Fees

The following Monthly Fees shall be applicable effective as of the Fifth
Amendment Effective Date for the time periods set forth in the following table
and will be invoiced to Client in accordance with Section 3.2 of the Agreement:

<Table>
<Caption>
                                               CALENDAR YR 1    CALENDAR YR 2    CALENDAR YR 3    CALENDAR YR 4    CALENDAR YR 5
                                                1/03 - 12/03     1/04 -12/04      1/05 - 12/05     1/06 -12/06      1/07 -12/07
                                               -------------    -------------    -------------    -------------    -------------
<S>                                            <C>              <C>              <C>              <C>              <C>
MONTHLY RATES:
CPU Seconds (per second)                       $       0.092    $       0.087    $       0.083    $       0.079    $       0.075
DASD (per Gigabyte)                            $      25.000    $      23.750    $      22.563    $      21.434    $      20.363
Tape Gigabytes                                 $       2.800    $       2.800    $       2.800    $       2.800    $       2.800
Read/Written
Tape Mounts-Round (per mount)                  $      83.330    $      83.330    $      83.330    $      83.330    $      83.330
7X24 LEVERAGED
Production Support
10,000 - 14,000 production jobs per
month                                          $      33,571    $      33,571    $      33,571    $      33,571    $      33,571
14,001 + production jobs rate per job          $        1.30    $        1.30    $        1.30    $        1.30    $        1.30
7,000 - 9,999 production jobs credit per job   $       (2.00)   $       (2.00)   $       (2.00)   $       (2.00)   $       (2.00)
4,000 - 6,999 production jobs credit per job   $       (1.00)   $       (1.00)   $       (1.00)   $       (1.00)   $       (1.00)
Application Change Control
0-145 application Panapt moves                 $    2,700.00    $    2,700.00    $    2,700.00    $    2,700.00    $    2,700.00
146 + Panapt moves rate per move               $       28.50    $       28.50    $       28.50    $       28.50    $       28.50
On-site Staff                                  $      38,248    $      38,248    $      38,248    $      38,248    $      38,248
Mailout Support                                $         900    $         900    $         900    $         900    $         900
Network                                        $       9,313    $       9,313    $       9,313    $       9,313    $       9,313
Business Continuity Services                   $       7,369    $       7,369    $       7,369    $       7,369    $       7,369
</Table>


ALLTEL will calculate CPU seconds in the following manner:

         (1)      ALLTEL will extract the total number of CPU-seconds by "user"
                  workloads for each calendar month as captured by Tivoli
                  Decision Support for OS/390 from the Beverly OS/390 RMF
                  records. As of the Fifth Amendment Effective Date, the
                  following OS/390 workload manager workloads are considered to
                  be SYSTEM workloads: SYSTEM, SYSSTC, SYSOTHER, and STCHIGH.
                  All other workloads are considered to be "user" workloads.

         (2)      ALLTEL will Normalize the CPU-seconds using an IBM 9672-R56
                  engine speed of 109 mips as the standard. As of the Fifth
                  Amendment Effective Date, Client is



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                  running on an IBM 9672-R65 with an engine speed of 50.8 mips
                  and the normalization factor is 0.466. A change in the
                  normalization factor due to a change of engine speed will be
                  effective as of the change date.

ALLTEL will calculate production jobs in the following manner:

         (1)      ALLTEL will extract the total number of Production Job records
                  for the calendar month, as captured by Tivoli Decision Support
                  for OS/390, from the Beverly OS/390 SMF records by selecting
                  all records that contain in column 26 of the Job Card a "P"
                  for production or if RACFUSER is (SYMBOL) CBEVP000, ZEKE,
                  SARVTAM, PANAPT, RMOSTC, and MAILBOX.

ALLTEL shall be responsible for providing the following:

         o        Provide Level II and Level III support for Troubleshooting
                  back-bone circuit problems from the ALLTEL Technology Center
                  to the Client's Ft. Smith corporate headquarters and Hughes
                  Facility in Minneapolis, Minnesota.

         o        Responsibility for management and monitoring of the backbone
                  network from ALLTEL Technology Center to Client's Ft. Smith
                  corporate headquarters and Hughes Facility in Minneapolis,
                  Minnesota.

         o        Maintain documentation of network connectivity between ALLTEL
                  Technology Center and Client's Ft. Smith corporate
                  headquarters.

         o        Responsibility for engineering and re-engineering of ALLTEL
                  Technology Center networks.

         o        Own vendor management for all networks at the ALLTEL
                  Technology Center.

Client shall be responsible for the following:

         o        Responsibility for all associated cost for all non-standard
                  software maintenance and cost i.e. SYNCSORT, SAS, etc. (See
                  Exhibit C-2).

         o        Responsibility for all cost for printers, including
                  consumables and maintenance, attached to the host system and
                  located at Client's facilities



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                             CREDITS AND INCENTIVES

Within ninety (90) days after the Fifth Amendment Effective Date, ALLTEL and
Client shall negotiate in good faith to reach mutually agreeable performance
incentives and credits related to batch processing windows. Client agrees to
provide the necessary assistance to ALLTEL during such ninety (90) day period to
determine reasonable performance standards and the associated incentives and
credits.

Services Levels - The following categories will be used to determine the
priority of each service level outage that is to be measured monthly:

         o        Priority 1. Total major service outage to online user(s) or
                  component(s) failure.

         o        Priority 2. Limited user(s) or component(s) failed or
                  degraded.

         o        Priority 3. Minor impact to non-critical user(s) or component
                  fails or degraded.

The purpose of the categorization is to keep Client and ALLTEL focused on the
most critical service components. In the event of a failure to meet the service
level as defined in Exhibit A-2, and if ALLTEL fails to correct the service
level problem as defined in Exhibit A-2, then Client can request payment of the
credit as outlined below.

         o        In the event of failures in Priority 1 or 2 which ALLTEL fails
                  to correct within ____, Client may assess to ALLTEL a credit
                  of __% of that Month's Fees, in no event may any such credit
                  exceed __% of that estimated annual fees payable to ALLTEL. In
                  the event that ALLTEL exceeds expectations in these categories
                  for a period of ____, ALLTEL shall accumulate credit(s) at __%
                  of that Month's Fees in the aggregate not to exceed __% of __
                  Fees paid by Client to ALLTEL for the _ time period.

         o        In the event of failures in Priority 3 not corrected by ALLTEL
                  within ____, ALLTEL will be assessed a credits of ___% of that
                  Month's Fees, in no event may any such credits exceed ____% of
                  that estimated annual fees payable to ALLTEL. In the event
                  that ALLTEL exceeds expectations in these categories, ALLTEL
                  shall accumulate credit(s) at ___% of that Month's Fees in the
                  aggregate not to exceed __% of Fees paid by Client to ALLTEL
                  for the __ time period.

At the end of each year measured from each anniversary of the Fifth Amendment
Effective Date, the dollar difference between credits and incentives for the
specific months of that one (1) year period will be calculated. If credits are
greater than incentives, the difference will be credited to the next monthly
invoice to the Client. If incentives are equal to or greater than credits for a
given one year period only the amount



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equal to the total credits for that period will be used by ALLTEL to offset
credits for that period. The credits set forth in the Exhibit E are Client's
sole and exclusive remedy for ALLTEL's failure to meet the Service levels
defined in the Agreement including Exhibit A. All credits are subject to the
limitations set forth in Exhibit A.2.

Performance Metrics - Service Levels - (as determined in Exhibit A)

         o        CICS Availability

         o        Priority 1


         o        Network Availability

         o        Priority 1


         o        Machine Availability

         o        Priority 1


         o        TSO Availability

         o        Priority 2


         o        Batch Availability

         o        (see Exhibit E)


         o        CICS Response Time

         o        Priority 1


         o        TSO Response Time

         o        Priority 2



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