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                                  EXHIBIT 10.24

                               CHEMED CORPORATION

                            EXCESS BENEFIT PLAN NO. 1

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                                TABLE OF CONTENTS
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INTRODUCTION...................................................................................          1
   1.       Purpose of the Plan................................................................          1
   2.       Definitions........................................................................          1
   3.       Administration.....................................................................          3
   4.       Participation......................................................................          4
   5.       Contributions......................................................................          4
   6.       Reserve Fund; Participant Accounts.................................................          5
   7.       Benefit Amounts....................................................................          5
   8.       Vesting............................................................................          7
   9.       In-Service Withdrawals.............................................................          7
   10.      Distribution of Benefits; Beneficiary..............................................          8
   11.      General Provisions.................................................................          9
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                               CHEMED CORPORATION
                            EXCESS BENEFIT PLAN NO. 1

                             As Amended and Restated
                             Effective June 1, 2001

INTRODUCTION

         The Chemed Corporation Excess Benefit Plan No.1 (f/k/a The Chemed
Corporation Excess Benefit Plan) is hereby amended and restated in its entirety
effective June 1, 2001. This amendment and restatement shall not decrease or
otherwise adversely affect any Participant's Benefit Amounts accrued as of June
1, 2001.

1.       Purpose of the Plan

         To induce the employment or continued employment of key employees and
to enable the Company and its Subsidiaries to compete with other corporations
offering comparable benefits in obtaining and retaining the services of
competent executives, in order that the interests of the Company and its
Subsidiaries may be advanced.

2.       Definitions

         Unless otherwise required by the context, the following terms when used
in this Plan shall have the meanings set forth in this section.

                  (a)      "Base Plans" - The Savings & Retirement Plan and the
                           Employee Stock Ownership Plans I and II.

                  (b)      "Beneficiary" - As defined in Section 10.3.

                  (c)      "Benefit Amounts" - As described in Section 7.

                  (d)      "Board of Directors" - The Board of Directors of the
                           Company.

                  (e)      "Code" - The Internal Revenue Code of 1986, as
                           amended.

                  (f)      "Committee" - The Committee designated to administer
                           the Plan pursuant to the provisions of Section 3.

                  (g)      "Company" - Chemed Corporation, a Delaware
                           corporation.

                  (h)      "Earnings (Loss) Factor" - As described in Section
                           7.2.

                  (i)      "Eligible Employee" - A management or highly
                  compensated Employee other than a Union Employee who (i)
                  participates in or who, but for the section 415 limitations of
                  the Code, would participate in, any one or more of the Base
                  Plans, and (ii) is designated by the Committee from time

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                  to time as eligible to participate in the Plan. Such
                  designation may be revoked at any time if the Committee
                  determines that the Employee ceases to be a management or
                  highly compensated Employee.

                  (j)      "Employee" - Any person who is employed by the
                  Company or a Subsidiary.

                  (k)      "Employee Stock Ownership Plans I and II" - The
                  Chemed Employee Stock Ownership Plan I, adopted effective
                  November 1, 1987, as amended, and the Chemed Employee Stock
                  Ownership Plan II, adopted effective August 1, 1988, as
                  amended.

                  (l)      "Excess Benefit Plan" or "Plan" - The Excess Benefit
                  Plan of the Company herein set forth as the same may from time
                  to time be amended.

                  (m)      "Excess Benefit Plan Statement" - The quarterly
                  statement provided to a Participant pursuant to Section 6.3.

                  (n)      "General Pension Plan" - The Chemed General Pension
                  Plan, as amended. The General Pension Plan was terminated
                  effective October 31, 1985.

                  (o)      "General Retirement Plan" - The Chemed General
                  Retirement Plan adopted effective January 1, 1984, as amended.
                  The General Retirement Plan was merged into the Savings &
                  Retirement Plan effective January 1, 1999.

                  (p)      "Participant" - Each Eligible Employee who joins and
                  participates in the Plan.

                  (q)      "Permanent Disability" - Disability retirement from
                  employment by the Company due to a physical or mental
                  disability which permanently disables the Employee from
                  performing the customary duties of his regular job with the
                  Company.

                  (r)      "Plan Year" - The calendar year.

                  (s)      "Retirement" - Any of (a) normal retirement from
                  employment by the Company or a Subsidiary at age 65; (b) early
                  retirement from employment by the Company or a Subsidiary from
                  age 55 to age 65 with not less than 10 Years of Service; (c)
                  postponed retirement from employment by the Company after age
                  65.

                  (t)      "Roto-Rooter Deferred Compensation Plan No. 1" - The
                  Roto-Rooter Deferred Compensation Plan No 1, as amended.

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                  (u)      "Roto-Rooter Retirement and Savings Plan" - The
                  Roto-Rooter Retirement and Savings Plan, as amended. The
                  Roto-Rooter Retirement and Savings Plan was merged into the
                  Savings and Retirement Plan effective January 1, 1999.

                  (v)      "Savings & Retirement Plan" - The Chemed/Roto-Rooter
                  Savings & Retirement Plan, adopted effective July 1, 1971, as
                  amended.

                  (w)      "Severance" - Termination of employment with the
                  Company or a Subsidiary under any circumstances other than
                  death, Retirement or Permanent Disability.

                  (x)      "Subsidiary" - A corporation or other form of
                  business association of which shares (or other ownership
                  interests) having 50% or more of the voting power are owned or
                  controlled, directly or indirectly, by the Company.

                  (y)      "Union Employee" - An Employee with respect to whom
                  compensation, hours of work, or conditions of employment are
                  determined through collective bargaining with a recognized
                  bargaining agent.

                  (z)      "Valuation Date" - The last business day of each
                  month or more frequently as determined by the Committee.

                  (aa)     "Value of Account" - The value of the amounts
                  credited to an account of a Participant as of a Valuation
                  Date.

3.       Administration

                  (a)      The Plan shall be administered by the Company's
                  Benefit Plan Committee. Each member of the Committee who is
                  also a Participant in the Plan shall abstain from voting or
                  participating in any decision with respect to such
                  Participant's Accounts under the Plan, including but not
                  limited to, approval of the Participant's directed investments
                  under section 7.2(c).

                  (b)      The Committee may establish such rules and
                  regulations, not inconsistent with the provisions of the Plan,
                  as it deems necessary for the proper administration of the
                  Plan, and may amend or revoke any rule or regulation so
                  established. The Committee may make such determinations and
                  interpretations under or in connection with the Plan as it
                  deems necessary or advisable. All such rules, regulations,
                  determinations and interpretations, subject to the provisions
                  of the By-Laws of the Company, shall be binding and conclusive
                  upon the Company, each Subsidiary, its shareholders,
                  Employees, Participants, and upon their respective legal
                  representatives, beneficiaries, successors and assigns and
                  upon all other persons claiming under or through any of them.

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                  (c)      Any action required or permitted to be taken by the
                  Committee under this Plan may be taken in accordance with the
                  By-Laws of the Company even though, because of a vacancy or
                  vacancies as a result of resignations or otherwise, the total
                  number of directors who are then members of the Committee
                  shall be less than three.

                  (d)      Members of the Board of Directors and members of the
                  Committee acting under the Plan shall be fully protected in
                  relying in good faith upon the advice of counsel and shall
                  incur no liability except for gross negligence or willful
                  misconduct in the performance of their duties.

4.       Participation

         4.1      General. Each Eligible Employee who was a Participant in the
         Plan as of June 1, 2001 shall remain a Participant under the terms of
         the Plan. In addition, each Eligible Employee for whom or in respect of
         whom benefits payable from or contributions by the Company or a
         Subsidiary to any of the Base Plans shall have been limited, restricted
         or otherwise less than the benefits payable from or contributions by
         the Company or a Subsidiary pursuant to the general terms and
         provisions of such plans by reason of the application of benefit and/or
         contribution limitations imposed by the Code and/or the regulations
         issued thereunder, or any comparable law which may hereafter be enacted
         including any regulations issued thereunder, shall be a Participant in
         the Plan. The personnel, payroll and other records of the Company or
         any Subsidiary shall be conclusive evidence for the purpose of
         determining all matters relating to benefits under this Plan.

         4.2      Participation Date. Each Participant shall be deemed to have
         commenced his participation in the Plan effective on the first day of
         the Plan Year during which he became a Participant.

         4.3      Continuance of Participation. Each Participant's participation
         in the Plan shall continue until the first to occur of the following
         events:

                  (a)      his death;

                  (b)      his Severance;

                  (c)      his Retirement;

                  (d)      his Permanent Disability; or,

                  (e)      termination of the Plan.

5.       Contributions

         5.1      Participants' Contributions. Each Participant shall be
         entitled to make salary reduction contributions to the Plan. As of each
         Valuation Date, there will be credited to the account of each such
         Participant the amount elected by the Participant pursuant to a salary
         reduction agreement executed by the Participant. Such salary reduction
         contributions shall commence with the first payment of

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         compensation made after the date on which such salary reduction
         election is effective.

         5.2      Company Contributions. No contributions to a separate trust
         shall be required to be made by the Company or any Subsidiary for the
         purpose of establishing a fund for the payment of benefits to any
         Participant or Beneficiary under this Plan. Instead, all such accrued
         benefits, whether or not currently payable, shall be paid when due from
         the general funds of the Company or from a grantor trust or series of
         grantor trusts established for this purpose.

6.       Reserve Fund; Participant Accounts

         6.1      General Fund. The Company shall establish on its books of
         account a reserve fund equal to the present value of all benefits
         currently accrued in favor of Participants pursuant to the Plan. The
         amount of such reserve fund shall, at all times, be considered as a
         general obligation of the Company in favor of all Participants
         generally.

         6.2      Participant Accounts. The Company shall establish for each
         Participant a separate account or accounts to which shall be credited
         monthly all Benefit Amounts pursuant to Section 7.1 plus or minus the
         Earnings (Loss) Factor as to each such account pursuant to Section 7.2.

         6.3      Statements of Participant's Accounts. The Committee shall, as
         soon as practicable after the end of each calendar quarter, cause to be
         delivered or mailed to each Participant having an account balance a
         statement (the "Excess Benefit Plan Statement") setting forth the
         status of the account of such Participant as of the end of such
         quarter. Such statement shall be deemed to have been accepted as
         correct unless written notice to the contrary is received by the
         Committee within 30 days after the mailing thereof.

7.       Benefit Amounts

         7.1      Benefit Amounts. The Benefit Amounts credited to the account
         of each Participant shall consist of the following amounts:

                  (a)      As to the General Pension Plan for Plan Years
                  thereunder prior to 1984 - An amount necessary to fund the
                  present value of the additional accrued benefit of the
                  Participant (including his beneficiaries) under such plan as
                  at December 31, 1983 which, but for the annual benefit
                  limitations as set forth in Section 415 of the Code, would
                  have been provided to the Participant or his beneficiaries
                  pursuant to the stated terms and provisions of such plan. In
                  determining the amount, as above, all actuarial assumptions
                  applicable to such plan on December 31, 1983 shall be
                  utilized.

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                  (b)      As to each of the Base Plans - the amount by which
                  all Company contributions to the account (or accounts) of the
                  Participant for each month of each Plan Year under each such
                  plan is less than the amount which would have been so
                  contributed by the Company or a Subsidiary without regard to
                  (i) the annual contribution limitations as set forth in
                  Section 415 of the Code, (ii) the actual deferral percentage
                  limitation imposed upon "highly compensated employees' (as
                  defined and applied in Section 401(k)(3)(a)(ii) of the Code),
                  (iii) the limitation on compensation as set forth in Section
                  401(a)(17) of the Code, (iv) the contribution percentage
                  requirement as set forth in Section 401(m) of the Code and (v)
                  any amounts contributed to the Chemed Corporation Deferred
                  Compensation Plan; provided, however, that all or any portion
                  of the amount to be credited under (b)(i) above may instead be
                  credited to the Participant under the Roto-Rooter Deferred
                  Compensation Plan No. 1, as determined in the sole discretion
                  of the Company.

                  (c)      The amount of the salary reduction contributions made
                  by the Participant pursuant to Section 5.1.

         7.2      Earnings (Loss) Factor. In addition to the Benefit Amount(s)
         which may be credited to each Participant's account under this Plan,
         there shall be credited or debited monthly an Earnings (Loss) Factor
         amount computed as follows:

                  (a)      As to each Participant's account in respect of the
                  Savings & Retirement Plan - an amount determined by
                  application of the percentage of investment earnings (or
                  investment loss) experienced by the Chemed Stock Fund of such
                  plan during the preceding month to the aggregate amount then
                  credited to the Participant's account hereunder pursuant to
                  subsection (b) of Section 7.1.

                  (b)      As to each Participant's account in respect of the
                  Employee Stock Ownership Plans I and II - an amount equal to
                  the actual investment earnings (or investment loss)
                  experienced by assets credited to the Participant's account
                  hereunder including Chemed stock and investments allocated
                  pursuant to subsection (d) of this Section 7.2.

                  (c)      As to each Participant's account in respect of the
                  General Retirement Plan - an amount equal to the actual
                  investment earnings (or investment loss) experienced by assets
                  credited to the Participant's Employee Contribution Account
                  under the Savings & Retirement Plan.

                  (d)      As to each Participant's account in respect of the
                  Participant's salary reduction contributions pursuant to
                  Section 5.1 an amount equal to the actual investment earnings
                  (or investment loss) experienced by assets credited to the
                  Participant's account hereunder including the investments
                  allocated pursuant to subsection (e) of this Section 7.2.

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                  (e)      Notwithstanding any provision herein to the contrary,
         a Participant may direct the investment of the Participant's account in
         respect of the Employee Stock Ownership Plans I and II, and in respect
         of the Participant's salary reduction contributions, provided such
         directed investments shall be subject to (i) restrictions and
         procedures established by the Committee and limited to the investment
         funds then offered under the Savings & Retirement Plan and/or such
         other fund(s) as may be selected by the Committee, and (ii) the
         approval of the Committee.

8.       Vesting

         8.1      Full Vesting. Participants will have a fully vested interest
         in amounts credited to their accounts hereunder upon Retirement,
         Severance while eligible for Retirement, Permanent Disability or upon
         death prior to Retirement or Permanent Disability.

         8.2      Partial Vesting. Participants hereunder who are not fully
         vested pursuant to Section 8.1 will have their vested interest in
         amounts credited to their accounts determined to the same extent as if
         such amounts had been contributed to their accounts under each of the
         Base Plans.

         8.3      Forfeitures. If a Participant's employment by the Company
         shall terminate for any reason other than death, Permanent Disability,
         Retirement or Severance while eligible for Retirement, he shall forfeit
         the unvested portion of his accounts in the Plan. All amounts so
         forfeited shall revert to the credit of the Company.

9.       In-Service Withdrawals

         A Participant who has attained age 65 and who is concurrently effecting
         a withdrawal of his entire account balance under any or all of the Base
         Plans may request to withdraw all or such portion of his accounts
         established under this Plan in respect of the Base Plan(s) under which
         he is effecting a concurrent withdrawal as the Participant shall so
         request, but the amount of any such withdrawal shall be limited and
         restricted to the same extent and to the same circumstances as would
         otherwise be permitted under the terms and provisions of the applicable
         Base Plan(s); provided, however, that (a) such request shall be subject
         to the consent of the Committee in its sole and absolute discretion and
         (b) the consent of the Participant's spouse or any other person shall
         not be required as to any withdrawal under this Plan.

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10.      Distribution of Benefits; Beneficiary

         10.1     Time of Payment.

                  (a)      The Benefit Amounts shall become payable upon the
                  later of (i) the Participant's termination of employment with
                  the Company or Subsidiary or (ii) the date selected by the
                  Participant ("Payment Date"). The vested portion of the
                  Benefit Amounts shall be valued and paid to the Participant or
                  his Beneficiary commencing as of the Valuation Date coinciding
                  with or next following the Payment Date. The Payment Date
                  shall not be subject to modification unless one of the
                  following events occurs:

                           (1)      The Participant makes an election to change
                           the Payment Date which is then in effect ("Modified
                           Payment Date") provided that any such subsequent
                           election must occur (i) no earlier than 1 year after
                           the date on which the election then in effect was
                           made and (ii) no less than 2 years prior to the
                           Payment Date then in effect.

                           (2)      The Committee, in its sole and absolute
                           discretion, consents to the Participant's election of
                           a Modified Payment Date.

                           (3)      The Participant elects a Modified Payment
                           Date and the election does not satisfy (1) or (2)
                           above. In such event, the Participant's accounts
                           under the Plan shall be reduced by an amount equal to
                           10% of the value of such accounts as of the Valuation
                           Date coincident with or next following the Modified
                           Payment Date.

                  (b)      All elections available to the Participant hereunder
                  shall also be available to the Participant's Beneficiary upon
                  the Participant's death.

         10.2     Form of Payment. All Benefit Amounts shall be paid in one lump
         sum in cash except as provided below. Any vested amounts payable from
         the Participant's account in respect of the Savings & Retirement Plan
         shall be paid in whole shares of Chemed stock credited to the
         Participant's account(s) plus cash in lieu of any fractional shares of
         Chemed stock. Any vested amounts payable from the Participant's account
         in respect of the Employee Stock Ownership Plans I and II shall be paid
         in whole shares of Chemed stock credited to the Participant's
         account(s) with the remaining amount to be paid in cash, including cash
         in lieu of any fractional shares of Chemed stock.

         10.3     Beneficiary. As used herein the term "Beneficiary" of a
         Participant shall mean the person or persons (which may include,
         without limitation, the Participant's estate or one or more trusts or
         other entities) designated by such Participant in a "Designation of
         Beneficiary" form filed with the Company pursuant to this Plan or, if
         no such form has been so filed, then the term

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         "Beneficiary" of a Participant shall mean the person or persons (which
         may include, without limitation, the Participant's estate or one or
         more trusts or other entities) designated by such Participant as his
         Beneficiary pursuant to the provisions of each of the Base Plan. In the
         event the Participant has designated a different Beneficiary(ies) under
         each of said plans, then the Beneficiary under this Plan with respect
         to amounts contributed to this Plan in respect of each of the Base
         Plans shall be the Participant's Beneficiary(ies) designated under each
         of the Base Plans, as the case may be. For this purpose, amounts
         contributed by the Participant pursuant to Section 5.1 shall be
         considered to be in respect of the Savings & Retirement Plan. Such
         "Designation of Beneficiary" form pursuant to this Plan shall be in
         such form as the Committee may from time to time prescribe or accept. A
         Participant may at any time change any such Designation of Beneficiary
         by filing a new form with the Company. If a Participant has not made
         any such designation, or if any such Beneficiary shall not have
         survived the Participant, or if any such designation shall not be
         effective, "Beneficiary" shall mean the Participant's estate. In the
         event the Company has any doubt as to the proper person or persons
         entitled to receive payments due hereunder, the Company shall have the
         right to withhold such payments until the matter is decided by a court
         of competent jurisdiction.

11.      General Provisions

         (a)      Nothing in the Plan nor in any instrument executed pursuant
         hereto shall confer upon any employee any right to continue in the
         employ of the Company or a Subsidiary or shall affect the rights of the
         Company or a Subsidiary to terminate the employment of any employee
         with or without cause.

         (b)      The Company or a Subsidiary may make such provisions as it may
         deem appropriate for the withholding of any taxes which the Company or
         a Subsidiary determines it is required to withhold in connection with
         any payment hereunder.

         (c)      Nothing in the Plan is intended to be a substitute for, or
         shall preclude or limit the establishment or continuation of, any other
         plan, practice or arrangement for the payment of compensation or fringe
         benefits to employees generally, or to any class or group of employees,
         which the Company or any Subsidiary now has or may hereafter lawfully
         put into effect, including, without limitation, any retirement,
         pension, thrift, group insurance, stock purchase, stock bonus or stock
         option plan.

         (d)      The Plan may be amended or terminated by the Board of
         Directors at any time in whole or in part provided, however, that no
         such amendment or termination shall adversely affect that portion of a
         Participant's account(s) hereunder which is fully vested. Upon
         termination of the Plan, all fully vested amounts credited to the
         Participant's account(s) as at the date of such termination shall be
         promptly paid to the Participant.

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         (e)      In the event any dispute pertaining to the Plan shall arise
         between the Company and an Employee (including a Participant) which
         shall not be resolved after good faith negotiation, either the Employee
         or the Company, or both, may submit the disputed issue to the Committee
         for resolution. All such submissions shall be in writing, addressed to
         the Secretary of the Committee and shall set forth the issue and all
         relevant facts known to the submitting party. The Committee may
         determine the issue in such manner as it shall determine and may (but
         need not) request the Employee and one or more representatives of the
         Company to appear before the Committee for the purpose of presenting
         such matters of fact as the Committee shall specify. The decision of
         the Committee as to any issue presented to it involving this Plan shall
         be conclusive and final and binding on all concerned parties, unless,
         within thirty days after receipt of the Committee's decision, the
         Employee files a written notice with the Secretary of the Committee
         requesting that the issue be presented to the Board of Directors for
         final resolution. As promptly thereafter as is reasonably practicable,
         the issue shall be presented to and resolved finally and conclusively
         by the Board of Directors based upon all facts presented to it by the
         Committee, the Company and the Employee.

         (f)      The Company, in its sole discretion, may direct that the
         account(s) of a Participant be directly transferred to any other
         non-qualified deferred compensation plan and/or trust maintained by the
         Company. The Company, in its sole discretion, may also accept the
         direct transfer from another non-qualified deferred compensation plan
         and/or trust maintained by the Company of any cash or other assets held
         in such plan and/or trust for the benefit of a Participant. In the
         event of the acceptance of any such direct transfer, such cash and/or
         other assets shall be held in an account(s) for the benefit of the
         Participant.

                                   CERTIFICATE

         The undersigned, Secretary of Chemed Corporation, hereby certifies that
the foregoing is a true and correct copy of Excess Benefit Plan No. 1 as amended
in its entirety.

         Signed at Cincinnati, Ohio, as of this first day of June, 2001.

                                            /s/ Naomi C. Dallob
                                            ------------------------------------
                                            Naomi Dallob, Secretary

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