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                                                                   EXHIBIT 10.23




                           BEVERLY ENTERPRISES, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                           Effective January 1, 1997

                                 *  *  *  *  *

         SECTION 1.  PURPOSE.  The purpose of the Plan is for the Company to
provide certain select executives of the Company with an opportunity to defer
receipt of compensation for services rendered to the Company.  It is intended
that the Plan shall aid the Company in retaining and attracting employees whose
abilities, experience and judgment can contribute to the continued progress of
the Company.  The Plan is intended to be a so-called "top hat plan" under
ERISA, i.e., an unfunded plan of deferred compensation for the benefit of a
select group of highly compensated or management employees.  The Plan is also a
nonqualified deferred compensation arrangement under Internal Revenue Code
Section 3121 (v).

         SECTION 2.  DEFINITIONS.

                 (a)  "Account(s)" means the Deferral Account, the Supplemental
Contributions Account and/or the Matching Contributions Account, as the 
context requires.

                 (b)  "Bonus" means any special and/or discretionary cash
compensation amounts in excess of Salary, determined by the Company to be
payable to a Participant with respect to services rendered.
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                 (c)  A "Change of Control" shall be deemed to have taken place
if: (i) 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,
other than any employee benefit plan then maintained by the Company, becomes
the beneficial owner of shares of the Company having 30 percent or more of the
total number of votes that may be cast for the election of Directors of the
Company; (ii) as the result of, or in connection with, any contested election
for the Board of Directors of the Company, or any tender or exchange offer,
merger or other business combination or sale of assets, 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
(iii) at any time a the Company shall consolidate  or merge with any other
Person and the Company shall not be the continuing or surviving corporation, b
any Person shall consolidate 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 Company stock shall be changed into or exchanged for
stock or other securities of any other Person or cash or any other property, c
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 d the
Company shall sell or otherwise transfer fifty percent (50%) or more of the
assets or earning power of the Company and its subsidiaries (taken as a whole)
to any Person or Persons.

                 (d) "Committee" means the Compensation Committee of the
Company's Board of Directors.

                 (e) "Company" means Beverly Enterprises, Inc.

                 (f) "Continuous Service" means a Participant's uninterrupted
services with the Company or any affiliate.  Service shall not be deemed
interrupted by a leave of absence authorized by the Committee, an absence due
to mandatory military service or an





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absence due to disability while the Participant is receiving benefits under any
short-term or long-term disability plan or arrangement maintained or sponsored
by the Company.

                 (g) "Deferred Compensation" means the sum of Salary and Bonus
that are the subject of an elective deferral under Section 5.

                 (h) "Deferred Compensation Plan" means the Beverly
Enterprises, Inc. Deferred Compensation Plan  that was amended and restated
effective July 17, 1991.

                 (i) "Deferral Account" means the bookkeeping account
established for a Participant under the Plan and to which Deferred Compensation
amounts with respect to such Participant are credited from time to time, as
adjusted from time to time as provided in the Plan.

                 (j) "Deferred Compensation Election Form" means the form
pursuant to which Eligible Executives elect to become Participants in the Plan
and defer compensation thereunder, in such form as the Committee determines
from time to time in its sole discretion.

                 (k) "Disability" means total and permanent mental or physical
disability as determined by the Committee in its sole discretion in accordance
with standards and procedures similar to those under the Company's broad-based
regular long-term disability plan, if any.  At any time that the Company does
not maintain such a long-term disability plan, Disability shall mean the
inability of a Participant, as determined by the Committee in its sole
discretion, substantially to perform such Participant's regular duties and
responsibilities due to a medically determinable physical or mental illness
which has lasted (or can reasonably be expected to last) for a period of three
(3) consecutive months.





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                 (l) "Eligible Executive" means any employee of the Company who
is selected for participation by the Committee.

                 (m) "Matching Contributions Account" means the bookkeeping
account established for a Participant under the Plan and to which the Company's
matching contributions under Section 5(b) of the Plan are credited from time to
time, as adjusted from time to time under the Plan.

                 (n) "Participant" means an Eligible Executive who has elected
to defer Salary and/or Bonus amounts pursuant to the Plan.

                 (o) "Person" shall have the meaning ascribed to such term in
section 3(a)(9) of the Securities Exchange Act of 1934 and used in Sections
13(d) and 14(d) thereof, including a "group" as defined in Section 13 (d).

                 (p) "Plan" means the Beverly Enterprises, Inc. Executive
Deferred Compensation Plan for Executives, as set forth herein and as amended
from time to time.

                 (q) "Plan Year" means the calendar year.

                 (r) "Retirement" means attainment of sixty (60) years of age
and termination of employment.

                 (s) "Rollover Account" means the bookkeeping account
established for a Participant under the Plan and to which the Deferred
Compensation Plan balance is credited under Section 12.

                 (t) "Salary" means the regular base compensation paid by the
Company to an employee (without regard to any reduction thereof pursuant to the
Plan or any other elective salary deferral arrangement under any other plan
(eg.  Pre-Tax Premium Plan,





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Dependent Care Assistance Plan, Health Care Spending Account) maintained by the
Company), exclusive of Bonus payments and any other incentive payments made by
the Company to such employee.

                 (u) "Supplemental Contributions Account" means the bookkeeping
account established for the Participant under the Plan and to which the
Company's supplemental contributions under Section 5(c) of the Plan are
credited from time to time, as adjusted from time to time under the Plan.

                 (v) "Unforeseeable Emergency" means a severe financial
hardship to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant, loss of the
Participant's property due to casualty, or other similar extraordinary
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.  The circumstances that will constitute an "Unforeseeable
Emergency" would depend on the facts of each case, but, in any case, payment
may not be made in the event that such hardship is or may be relieved:

         (1) through reimbursement or compensation by insurance or otherwise,

         (2) by liquidation of the Participant's assets, to the extent that
liquidation of such assets would not itself cause severe financial hardship, or

         (3) by cessation of Deferred Compensation under the Plan (or cessation
of elective deferrals under any other Company Retirement or Savings Plan).  The
need to send a Participant's child to college or the desire to purchase a home
shall not be an Unforeseeable Emergency.

         SECTION 3.  ELIGIBILITY.  Individuals eligible to participate in the
Plan shall consist of the Eligible Executives of the Company, as determined
from time to time by the Committee.  The Committee may terminate an
individual's designation as an Eligible Executive at any time.





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         SECTION 4.  ADMINISTRATION.

                 (a) The Plan shall be administered by the Committee.  The
Committee has complete fiduciary discretion and authority to construe and
interpret the Plan; promulgate, amend and rescind rules and regulations
relating to the implementation, administration and maintenance of the Plan;
decide all questions of eligibility and benefits (including underlying factual
determinations); and adjudicate all claims and appeals.  The Committee may
designate persons other than members of the Committee to carry out the
day-to-day ministerial administration of the Plan under such conditions and
limitations as it may prescribe; provided, however, that the Committee shall
not delegate its authority with regard to the determination of Eligible
Employees.  The Committee's determinations under the Plan need not be uniform
and may be made selectively among Participants, whether or not such
Participants are similarly situated.  Any determination, decision or action of
the Committee in connection with the construction, interpretation,
administration, implementation or maintenance of the Plan shall be final,
conclusive and binding upon all Participants and any person(s) claiming under
or through any Participants.

                 (b) The Company will indemnify and hold harmless the Committee
and each member thereof against any cost or expense (including without
limitation attorney's fees) or liability (including without limitation any sum
paid in settlement of a claim with the approval of the Company) arising out of
any act or omission to act, except in the case of willful gross misconduct or
gross negligence.

         SECTION 5.  PARTICIPATION; ELECTIVE DEFERRALS; MATCHING CONTRIBUTIONS.

                 (a) To elect to participate in the Plan for a particular Plan
Year, an Eligible Executive must execute a Deferred Compensation Election Form
and file such form with the Committee (or its designee) before the Commencement
of such Plan Year.  To





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participate in the Plan during the year in which the Plan is first implemented,
the Eligible Executive must make an election to defer Salary compensation for
services to be performed subsequent to the election and/or to defer Bonus
compensation, in each case, within 30 days after the effective date of the
Plan.  To participate in the Plan during the first year in which an individual
becomes eligible to participate in the Plan, the new Eligible Executive must
make an election to defer Salary compensation for services to be performed
subsequent to the election and/or to defer Bonus compensation, in each case,
within 30 days after the date the new Eligible Executive becomes eligible.
Such election shall:

                 (i)   contain a statement that the Eligible Executive elects to
defer a portion of the Eligible Executive's Salary (up to 25% thereof, in
increments of 1% or in fixed dollar amounts per pay period) and/or Bonus (up to
100% thereof, in increments of 1% or a fixed dollar amount) for a specified
Plan Year that becomes payable to the Eligible Executive after the filing of
such election;

                 (ii)  apply only to the Salary otherwise payable to the
Eligible Executive during the Plan Year for which such election is made and to
any Bonus payment that is attributable to the Eligible Executive's services
rendered to the Company during the Plan Year for which such election is made
(whether or not actually payable in such Plan Year); and

                 (iii) be irrevocable with respect to the Plan Year to which it
applies.  Upon receipt of an Eligible Executive's deferral election, the
Company shall establish as an accounting entry an individual Deferral Account
for such Eligible Executive and such Eligible Executive shall become a
Participant under the Plan.  Thereafter, the Company shall credit the
Executive's Deferral Account with all Deferred Compensation which would
otherwise have been payable to the Eligible Executive in the absence of an
election under the Plan.  The Deferral Account shall be credited monthly in an
amount equal to the sum of the Deferred Compensation that would otherwise have
been paid by the Company in accordance with the Company's normal payroll
practices for the immediately preceding month as soon as is administratively
feasible.





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                 (b) the Company shall, if on the first day of any such month
the Participant is employed by the Company, credit matching contributions to
the Participant's Matching Contributions Account in an amount equal to 25% of
the first 6% of Salary and Bonus actually deferred under the Plan by the
Participant in respect to the preceding month as soon as is administratively
feasible.

                 (c) From time to time, the Company may, in its sole
discretion, credit supplemental contributions to the Participant's Supplemental
and Matching Contributions Account in such amounts as the Company shall
determine in its sole discretion.

         SECTION 6.  PAYMENT OF DEFERRED COMPENSATION. The vested accrued
balances in a Participant's Accounts shall be paid to a Participant, or, in the
case of any Participant's death prior to payment, the Participant's designated
beneficiary(ies), in stock in one lump sum commencing as soon as it is
administratively feasible after the  month in which the termination of the
Participant's employment occurs. However,  if employment ends due to the
Participant's Retirement, then payment will be made or commence within the
first fifteen (15) days of the following calendar year, in the form of either a
single lump sum of company stock or in annual installments of company stock or
with the Committee's consent in cash, up to  fifteen (15) years, pursuant to
the participant's advance written election received at least twenty four (24)
months prior to said Retirement.  Such election of distribution method shall be
made at the time of deferral and may be changed at any time prior to the
Participant's Retirement as long as it is made at least twenty four (24) months
prior to the Participant's Retirement.

         SECTION 7.  INVESTMENT OF ACCOUNT BALANCES.  During and for each Plan
Year, the accrued balances in each Deferral Account, Supplemental Contributions
Account and Matching Contributions Account will be deemed to be invested, as
soon as is administratively feasible during the month following the month in
which elective deferrals, supplemental contributions and matching contributions
are credited to their respective





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Accounts under the Plan, in the Company's Common stock, including dividends.
At the end of each Plan Year, the Accounts shall be adjusted and increased or
decreased by the results of such deemed investment for such Plan Year pursuant
to Section 8.

         SECTION 8.  VALUATION.  At the end of each Plan Year, the vested and
unvested balances in the Deferral Account, Supplemental Contributions Account
and the Matching Contributions Account of each Participant shall be determined
by the Company, taking into account any increase or decrease therein for such
Plan Year under Section 7, including dividends.  The balance determined, as of
the end of each Plan Year, shall be communicated in writing to each Participant
as soon as practicable after the end of the Plan Year.  In the case of any
termination under Section 6 above, the vested and unvested balances in the
Deferral Account, Supplemental Contributions Account and the Matching
Contributions Account of any affected Participant shall be determined by the
Company as of the end of the date in which occurs any such termination.

         SECTION 9.  DISTRIBUTION IN CASES OF HARDSHIP.  The Committee may make
distributions to a Participant from the vested balances in such Participant's
Deferral Account, Supplemental Contributions Account or Matching Contributions
Account upon a showing by such Participant that an Unforeseeable Emergency has
occurred.  Such distributions shall be limited to the amount shown to be
necessary to meet the Unforeseeable Emergency.

         SECTION 10.  VESTING.  Notwithstanding anything contained herein to
the contrary, a Participant's accrued balance in such Participant's Deferral
Account (and the amounts payable with respect thereto) shall be fully vested at
all times.  A Participant's accrued balance in such Participant's Matching
Contributions Account (and the amounts payable with respect thereto) and in
such Participant's Supplemental Contributions Account (and the amounts payable
with respect thereto) shall, in each case, become 100% vested after a
Participant completes five years of continuous service with the Company.
Notwithstanding the immediately preceding sentence, if (a) the Participant
dies, (b) the





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Participant's employment with the Company is terminated due to Disability or
(c) a Change of Control occurs, such Participant's accrued balance in the
Matching Contributions Account and Supplemental Contributions Account shall be
fully vested as of the date of death, the date of such termination or the date
of any such Change of Control, as the case may be.

         SECTION 11.  FORFEITURE.  If a Participant's employment with the
Company is terminated for any reason (other than death) prior to such
Participant's vesting under Section 10, such unvested Participant's accrued
balance in such Participant's Matching Contributions Accounts (and the amounts
payable with respect thereto) and in such Participant's Supplemental
Contributions Account (and the amounts payable with respect thereto) shall, in
each case, be forfeited by such Participant.

         SECTION 12. ROLL OVER OF DEFERRED COMPENSATION PLAN BALANCES. Those
Participants in this Plan who also have balances in the Deferred Compensation
Plan can elect to have the value of their Deferred Compensation Plan credited
to this plan at any time. The amount credited will not be eligible for the
Matching Contributions under section 5 (b). The balance of the Participant's
Deferred Compensation Plan will be credited to the Participants Rollover
Account  as soon as is administratively feasible during the month following the
month in which the election to roll over the balance is made pursuant to
Section 7.

         SECTION 13.  AMENDMENT.  The Plan may be amended, modified or
terminated at any time, for any reason, without notice, by the Committee except
that no such amendment, modification or termination shall have a material
adverse effect on the vested accrued balance of any Participant's Deferral
Account, Supplemental Contributions Account and/or Matching Contributions
Account as of the effective date of any such amendment, modification or
termination (without the consent of the Participant (or, if the Participant is
dead, his or her beneficiary(ies))).





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         SECTION 14.  PARTICIPANT'S RIGHT UNSECURED; NO DUTY TO INVEST.  The
right of a Participant to receive any distribution hereunder shall be an
unsecured claim against the general assets of the Company.  No Company assets
shall in any way be subject to any prior claim by any Participant.  The Company
shall have no duty whatsoever to set aside or invest any amounts credited to
any Deferral Account, Supplemental Contributions Account or Matching
Contributions Account established under the Plan.  Nothing in the Plan shall
confer upon any employee of the Company any right to continued employment with
the Company, nor shall it interfere in any way with the right of the Company to
terminate the employment of any employee at any time for any reason.  A
Participant shall have no right, title, or interest whatsoever in or to any
specific assets of the Company, nor any investments, if any, which the Company
may make to aid it in meeting its obligations hereunder.  Nothing contained in
this Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship, between
the Company and any Participant or any other person.  The Company will maintain
a "rabbi" trust agreement to provide for a source of funds out of which all or
any portion of the benefits under the Plan may be satisfied.

         SECTION 15.  RESTRICTIONS ON ALIENATION.  No amount deferred or
credited to any Account under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, levy
or charge.  Any attempt to so anticipate, alienate, sell, transfer, assign,
pledge, encumber, levy or charge the same shall be void; nor shall any amount
be in any manner be subject to any claims for the debts, contracts,
liabilities, engagements or torts of the Participant (or the Participant's
beneficiary or personal representative) entitled to such benefit.  No
Participant shall be entitled to borrow at any time any portion of the
Participant's Account balances under the Plan.

         SECTION 16.  WITHHOLDING. There shall be deducted from all payments
under the Plan the amount of any taxes required to be withheld by any Federal,
state or local taxing authority.  The Participants, their beneficiaries and
personal representatives shall bear any and all Federal, foreign, state or
local income or any other tax imposed on amounts





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paid under the Plan.  Employment taxes on amounts allocated to participant's
Accounts will be withheld when services are rendered or later, when such
amounts vest.

         SECTION 17.  PARTICIPANTS BOUND BY TERMS OF THE PLAN.  By electing to
become a Participant, each Eligible Executive shall be deemed conclusively to
have accepted and consented to all terms of the Plan and all actions or
decisions made by the Company with regard to the Plan.  Such terms and consent
shall also apply to and be binding upon the beneficiaries, personal
representatives and other successors in interest of each Participant.  Each
Participant shall receive a copy of the Plan.

         SECTION 18.  DESIGNATION OF BENEFICIARY(IES).  Each Participant under
the Plan may designate a beneficiary or beneficiaries to receive any payment
which under the terms of the Plan becomes payable on, after or as a result of
the Participant's death.  At any time, and from time to time, any such
designation may be changed or canceled by the Participant without the consent
of any such beneficiary.  Any such designation, change or cancellation must be
on a form provided for that purpose by the Committee and shall not be effective
until received by the Committee.  If no beneficiary has been designated by a
deceased Participant, the beneficiary shall be the Participant's estate.  If
the Participant designates more than one beneficiary, any payments under the
Plan to such beneficiaries shall be made in equal shares unless the Participant
has expressly designated otherwise, in which case the payments shall be made in
the shares designated by the Participant.

         SECTION 19.  SEVERABILITY OF PROVISIONS.  In the event any provision
of the Plan would serve to invalidate the Plan, that provision shall be deemed
to be null and void, and the Plan shall be construed as if it did not contain
the particular provision that would make it invalid.  The Plan shall be binding
upon and inure to the benefit of (a) the Company and its respective successors
and assigns, and (b) each Participant, his or her designees and estate.
Nothing in the Plan shall preclude the Company from consolidating or merging
into or with, or transferring all or substantially all of its assets to,





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another corporation, or engaging in any other corporate transaction.

         SECTION 20.  GOVERNING LAW AND INTERPRETATION.  The Plan shall be
construed and enforced in accordance with, and the rights of the parties hereto
shall be governed by, the laws of the State of Delaware.  This Plan shall not
be interpreted as either an employment or trust agreement.

         SECTION 21.  OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS.
Payments and other benefits received by a Participant under the Plan shall not
be deemed a part of a Participant's compensation for purposes of the
determination of benefits under any other employee benefit plans or
arrangements, if any, provided by the Company or any affiliate of the Company.
The existence of the Plan notwithstanding, the Company may adopt such other
compensation plans or programs and additional compensation arrangements as it
deems necessary to attract, retain and motivate employees.  The Committee is
authorized to cause to be established a trust agreement or several trust
agreements or similar arrangements from which the Committee may make payments
of amounts due or to become due to any Participants under the Plan.

SECTION 22.  ARBITRATION.  Except as otherwise provided in this Plan, any
controversy between the parties arising out of this Plan shall be submitted to
the American Arbitration Association under its Commercial Arbitration Rules for
binding arbitration. The arbitration shall be held in Fort Smith, Arkansas or
such other location where the Company may have its corporate headquarters,
using a single arbitrator.  The costs of the arbitration, including any
American Arbitration Association administration fee, the arbitrator's fee, and
costs for the use of facilities during the hearings, shall be borne equally by
the parties to the arbitration.  Each side shall bear its own attorney's fees.
The arbitrator shall not have any power to alter, amend, modify or change any
of the terms of this Plan nor to grant punitive, special, extracontractual, on
consequential damages or any other remedy which is either prohibited by the
terms of this Plan, or not available in a court of law. Judgement





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on the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.

         SECTION 23.  EFFECTIVE DATE OF THE PLAN.  The Plan shall be effective
as of January  1, 1997 upon its adoption by the Company.

                 IN WITNESS WHEREOF, the Plan is hereby adopted by the Company
on this 12th day of December, 1996.


                                             Beverly Enterprises, Inc.

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

                                             Title: 
                                                  -------------------------




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