EXHIBIT 4.2


                          GENTIVA HEALTH SERVICES, INC.

                       STOCK & DEFERRED COMPENSATION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

                  (As Amended and Restated as of April 1, 2000)

     SECTION 1. Introduction.

     The Gentiva Health Services, Inc. Stock & Deferred Compensation Plan for
Non-Employee Directors (the "Plan") provides for the payment of annual retainer
fees of non-employee directors of Gentiva Health Services, Inc. in the form of
Shares or, at the election of a non-employee director, in up to 50% in cash and
the remainder in the form of Shares. It also provides an opportunity for the
non-employee directors to defer the portion of their annual retainer fees
payable in Shares and have them deemed invested in Shares. The Plan is intended
to encourage qualified individuals to accept nominations as directors of Gentiva
Health Services, Inc. and to strengthen the mutuality of interest between the
non-employee directors and Gentiva Health Services, Inc.'s other shareholders.

     SECTION 2. Definitions.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

          (a) "Board" means the Board of Directors of the Company.

          (b) "Code" means the Internal Revenue Code of 1986, as amended from
     time to time. References to any provision of the Code shall be deemed to
     include successor provisions thereto and regulations thereunder.

          (c) "Company" means Gentiva Health Services, Inc., a corporation
     organized under the laws of Delaware, or any successor corporation.

          (d) "Director" means a member of the Board who is not employed by the
     Company or any of its subsidiaries.

          (e) "Plan" means this Stock & Deferred Compensation Plan for
     Non-Employee Directors.

          (f) "Plan Benefits" means the benefits payable in Shares described in
     Sections 5 and 6 hereof.

          (g) "Plan Year" means a period of approximately twelve months
     beginning on the date of the Company's annual general meeting of
     shareholders for a year and ending on the day immediately preceding the
     Company's annual general meeting of shareholders for the following year;
     provided, however, that the first Plan Year shall begin on the Effective
     Date and end on the day immediately preceding the Company's annual general
     meeting of shareholders during calendar year 2001.

          (h) "Shares" means Common Stock, $0.10 par value per share, of the
     Company.

     SECTION 3. Administration.

     The Plan shall be administered by the Board. The Board shall have full
authority to construe and interpret the Plan, and any action of the Board with
respect to the Plan shall be final, conclusive, and binding on all


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persons. Subject to adjustment as provided in Section 7(g) hereof, the total
number of Shares reserved for issuance under the Plan shall be 150,000.

     SECTION 4. Annual Retainer.

          (a) On and after the Effective Date of this Plan, each Director's
     annual retainer fee for a Plan Year shall, subject to any deferral election
     made pursuant to Section 5 below and subject to any election to be paid
     currently in cash under Section 4(c) below, be the number of Shares
     (rounded to the nearest 100 Shares) determined by dividing $25,000 by the
     average closing price of Shares on the principal stock exchange or stock
     market on which the Shares may be listed or admitted to trading for the ten
     trading days immediately preceding the date of the Company's annual general
     meeting of shareholders on the first day of the Plan Year at which
     Directors are elected or reelected. Such annual retainer fee shall be
     payable on an annual basis 30 days following such annual general meeting of
     shareholders. The annual retainer fee payable to a person who becomes a
     Director other than at an annual general meeting of shareholders shall,
     subject to any deferral election made pursuant to Section 5 below and
     subject to any election to be paid currently in cash under Section 4(c)
     below, be the number of Shares (rounded up to the nearest Share) determined
     by multiplying the number of Shares determined pursuant to the first
     sentence of this Section 4(a) for the Plan Year during which such person
     becomes a Director by a fraction, the numerator of which is 365 minus the
     number of days elapsed since the last annual general meeting of
     shareholders and the denominator of which is 365. Such Shares shall be
     payable on the 30th day following the day on which the person becomes a
     Director.

          (b) Shares distributed to a Director shall be vested in full at the
     time of distribution.

          (c) Each Director may make an irrevocable election on or before the
     December 31 immediately preceding the beginning of a Plan Year by written
     notice to the Company to receive payment in cash of up to 50% (in
     increments of 5%) of the compensation otherwise payable during the Plan
     Year as his or her annual retainer fee for service as a Director.
     Notwithstanding the foregoing, a Director may make such an election within
     ten days after the later of the Effective Date or first becoming eligible
     to participate in the Plan, with respect to compensation payable after the
     effective date of the election. An election under this Section 4(c) shall
     continue in effect until the Director notifies the Company in writing, on
     or prior to the December 31 immediately preceding the commencement of any
     Plan Year, that the Director wishes to change his or her election hereunder
     for compensation payable during such Plan Year and succeeding periods. All
     compensation which a Director elects to be paid in cash pursuant to this
     Section 4(c) shall be payable quarterly in advance. If a Director elects to
     receive a portion of his or her annual retainer fee in cash hereunder, the
     remainder of the annual retainer fee shall be payable, subject to any
     deferral election made pursuant to Section 5 below, in Shares in accordance
     with Section 4(a) above, with the number of such Shares determined and set
     forth in Section 4(a) above but substituting the amount of the annual
     retainer fee not payable in cash for $25,000 therein.

     SECTION 4. Share Unit Accounts.

     The Company shall maintain a Share unit account (an "Account") for each
Director. Share units will be credited to each such Account as follows:

          (a) Each Director may make an irrevocable election on or before the
     December 31 immediately preceding the beginning of a Plan Year by written
     notice to the Company, to defer payment of all of the compensation
     otherwise payable in the form of Shares pursuant to Section 4 above during
     the Plan Year as his or her annual retainer fee for service as a Director.
     Notwithstanding the foregoing, a Director may make such an election within
     10 days after the later of the Effective Date or first becoming eligible to
     participate in the Plan, with respect to compensation payable after the
     effective date of the

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     election. All compensation which a Director elects to defer pursuant to
     this Section 5(a) shall be credited in the form of Share units to the
     Director's Account. The number of units so credited will be equal to the
     number of Shares deferred by the Director in his or her deferral election.
     Deferrals of compensation hereunder shall continue until the Director
     notifies the Company in writing, on or prior to the December 31 immediately
     preceding the commencement of any Plan Year, that the Director wishes his
     or her compensation payable during such Plan Year and succeeding periods to
     be distributed as Shares or, in part, cash on a current basis, as provided
     above.

          (b) (a) If any dividends are payable on Shares during the deferral
     period, dividend equivalents equal to the dividend that would have been
     payable on the units credited to a Director's Account if such units had
     constituted Shares shall be paid to the Director in cash at the time the
     corresponding dividends are paid on Shares.

     SECTION 5. Plan Benefits.

          (a) Form. The Plan Benefit of a Director shall consist of Shares equal
     in number to the Share units in the Director's Account. Such Share units
     shall be fully vested at all times. Any fractional Share unit shall be paid
     in cash.

          (b) Distribution.

               (i) The Plan Benefit of a Director shall be distributed either
          (x) in single lump sum at the time of termination of the Director's
          service on the Board or (y) in up to three annual installments
          beginning at the time of termination of the Director's service on the
          Board. Each Director may elect the form of distribution, and such
          election must be made in the form designated by the Company from time
          to time, must be made within 10 days after the Director first becomes
          eligible to participate in the Plan, and shall be irrevocable once
          filed with the Company; provided, however, that Director may file a
          new election as to the form of distribution if such election is filed
          at least one year in advance of termination of service on the Board.
          In the absence of a timely election by a Director hereunder, the
          Director shall be deemed to have elected to have his or her Plan
          Benefit distributed in a single lump sum at the time of termination of
          the Director's service on the Board.

               (ii) In the case of the death of a Director, the Director's Plan
          Benefit shall be distributed, within a reasonable time as determined
          by the Company, after the Director's death to the Director's
          beneficiary or beneficiaries, as specified by the Director on a form
          furnished by and filed with the Secretary of the Company. If no
          beneficiary has been designated by the Director or if no beneficiary
          survives the Director, the undistributed balance of his or her Plan
          Benefit shall be distributed to the Director's surviving spouse as
          beneficiary if such spouse is still living or, if not living, in equal
          shares to the then living children of the Director as beneficiaries
          or, if none, to the Director's estate as beneficiary.

     SECTION 1. General.

          (a) Nontransferability. Except as provided in Section 6(b)(ii), no
     payment of any Plan Benefit of a Director shall be anticipated, assigned,
     attached, garnished, optioned, transferred or made subject to any
     creditor's process, whether voluntarily or involuntarily or by operation of
     law. Any act in violation of this subsection shall be void.

          (b) Compliance with Legal and Trading Requirements. The Plan shall be
     subject to all applicable laws, rules and regulations, including, but not
     limited to, federal and state laws, rules and regulations, and to such
     approvals by any regulatory or governmental agency as may be required. No
     provision of the Plan shall be interpreted or construed to obligate the
     Company to register any Shares under

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     federal or state securities laws. The transfer by a Director of Shares
     distributed pursuant to the Plan will be subject to such restrictions as
     the Company deems necessary or desirable in connection with federal or
     state securities laws, and Share certificates will bear a legend setting
     forth any such restriction.

          (c) Taxes. The Company is authorized to withhold from any payment made
     under this Plan any amounts of withholding and other taxes due in
     connection therewith, and to take such other action as the Company may deem
     advisable to enable the Company and a Director to satisfy obligations for
     the payment of any withholding taxes and other tax obligations relating
     thereto.

          (d) Amendment. The Board may amend, alter, suspend, discontinue, or
     terminate the Plan (including, without limitation, amending the dollar
     amount set forth in Section 4(a) hereof) without the consent of
     shareholders of the Company or individual Directors; provided, however,
     that, without the consent of an affected Director, no amendment,
     alteration, suspension, discontinuation, or termination of the Plan may
     materially impair the rights or, in any other manner, materially and
     adversely affect the rights of such Director hereunder.

          (e) Unfunded Status of Awards. This Plan (other than Section 4 hereof)
     is intended to constitute an "unfunded" plan of deferred compensation. With
     respect to any payments not yet made to a Director, nothing contained in
     the Plan shall give any such Director any rights that are greater than
     those of a general creditor of the Company; provided, however, that the
     Company may authorize the creation of trusts or make other arrangements to
     meet the Company's obligations under the Plan to deliver Shares, or other
     property pursuant to any award, which trusts or other arrangements shall be
     consistent with the "unfunded" status of the Plan unless the Company
     otherwise determines with the consent of each affected Director.

          (f) Nonexclusivity of the Plan. The adoption of the Plan by the Board
     shall not be construed as creating any limitations on the power of the
     Board to adopt such other compensation arrangements as it may deem
     desirable, including, without limitation, the granting of options on Shares
     and other awards otherwise than under the Plan, and such arrangements may
     be either applicable generally or only in specific cases.

          (g) Adjustments. In the event that subsequent to the Effective Date
     any dividend in Shares, recapitalization, Share split, reverse split,
     reorganization, merger, consolidation, spin-off, combination, repurchase,
     or share exchange, or other such change, affects the Shares such that they
     are increased or decreased or changed into or exchanged for a different
     number or kind of Shares, other securities of the Company or of another
     corporation or other consideration, then in order to maintain the
     proportionate interest of the Directors and preserve the value of the
     Directors' Share units and to maintain the value of the Plan, there shall
     automatically be substituted (i) for each Share unit a new unit and (ii)
     for the number of Shares set forth in Section 3 above a number of Shares or
     other consideration, in the case of (i) and (ii) above, representing the
     number and kind of Shares, other securities or other consideration into
     which each outstanding Share shall be changed or for which each such Share
     shall be exchanged. The substituted units shall be subject to the same
     terms and conditions as the original Share units.

          (h) No Right to Remain on the Board. Neither the Plan nor the
     crediting of Share units under the Plan shall be deemed to give any
     individual a right to remain a director of the Company or create any
     obligation on the part of the Board to nominate any Director for reelection
     by the shareholders of the Company.

          (i) Governing Law. The validity, construction, and effect of the Plan
     shall be determined in accordance with the laws of the State of New York,
     without giving effect to principles of conflict of laws thereof.

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          (j) Effective Date. The Plan shall become effective on April 1, 2000
     (the "Effective Date").

          (k) Titles and Headings. The titles and headings of the Sections in
     the Plan are for convenience of reference only. In the event of any
     conflict, the text of the Plan, rather than such titles or headings, shall
     control.












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