Excess Benefit Plan

CHEMED CORPORATION


EXCESS BENEFIT PLAN


As Restated and Amended
Effective January 1, 1987


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 General Retirement Plan, the Employees Savings and Investment Plan, the Sales Retirement Plan, the Sales Thrift Plan, and the Chemed Employee Stock Ownership Plan.
(b) "Beneficiary": As defined in Section 10.2.
(c) "Benefit Amounts": As described in Section 7.
(d) "Board of Directors": The Board of Directors of the Company.
(e) "Chemed Employee Stock Ownership Plan": The Chemed Employee Stock Ownership Plan, adopted effective November 1, 1987.
(f) "Code": The Internal Revenue Code of 1986, as amended


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from time to time.
(g) "Committee": The Committee designated to administer the Plan pursuant to the provisions of Section 3.
(h) "Company": Chemed Corporation, a Delaware corporation.
(i) "Compensation": The amount of annual compensation paid to an Employee during each calendar year commencing with the year 1983 when computed, as the case may be, in accordance with the definition of "Compensation" as set forth in each of the following pension, profit sharing or thrift plans of the Company:
General Retirement Plan
Employees Saving and Investment Plan
General Pension Plan
Sales Retirement Plan
Sales Thrift Plan
Chemed Employee Stock Ownership Plan


(j) "Earnings (Loss) Factor": As described in Section 7.3.
(k) "Effective Date": January 1, 1983.
(l) "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 General Retirement Plan, General Thrift Plan, the Sales Retirement Plan and the Sales Thrift Plan and, Chemed Employee Stock Ownership Plan, and (ii) is designated by the Committee from time to time as eligible to participate in the Plan. The Company may revoke the designation at any time if the Committee determines that the Employee ceases to be a management or highly compensated Employee.
(m) "Employee": Any person who is employed by the Company or a Subsidiary.


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(n) "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.
(o) "Excess Benefit Plan Statement": The quarterly statement provided to a Participant pursuant to Section 6.3.
(p) "General Pension Plan": The Chemed General Pension Plan, as amended, including the amendment thereto effective January 1, 1984. The General Pension Plan was terminated effective October 31, 1985.
(q) "General Retirement Plan": The Chemed General Retirement Plan, adopted effective January 1, 1984, as amended August 1, 1985.
(r) "General Thrift Plan": The Employees Savings and Investment Plan, adopted effective July 1, 1971, as amended, and as further amended and restated effective August 1, 1985.
(s) "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.
(t) "Plan Year": The calendar year commencing with the calendar year 1983.
(u) "Quarter": The three-month period beginning January 1, April 1, July 1 and October 1 of each Plan Year.
(v) "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


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age 55 to age 65 with not less than 10 Years of Service; (c) postponed retirement from employment by the Company after age 65.
(w) "Sales Employee": As defined in the Sales Thrift Plan.
(x) "Sales Retirement Plan": The Chemed Sales Retirement Plan, adopted effective August 1, 1985.
(y) "Sales Thrift Plan": The Sales Retirement and Thrift Plan of the Company, adopted effective January 1, 1983, and as amended and restated and renamed as the Sales Thrift Plan effective August 1, 1985.
(z) "Severance": Termination of employment with the Company or a Subsidiary under any circumstances other than death, Retirement or Permanent Disability.
(aa) "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.
(bb) "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.
(cc) "Valuation Date": The last business day of each month.
(dd) "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 Compensation Committee of the Board of Directors provided that such Committee


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shall consist of no fewer than three (3) directors of the Company, and provided further, that no member of the Committee shall be eligible to participate in the Plan while serving on the Committee.
(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 Section 4.03 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.
(c) Any action required or permitted to be taken by the Committee under this Plan may be taken in accordance with Article IV of 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


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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 General Pension Plan on October 31, 1985 shall be a Participant. 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, including Compensation and the period of employment of any and all Employees, Eligible Employees and Participants.
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:


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(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. No contributions to the Plan shall be required of or permitted to be made by any Participant.
5.2 Company Contributions. No contributions to a separate trustee or otherwise 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 book 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


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credited monthly all Benefit Amounts pursuant to Sections 7.1 and 7.2 plus or minus the Earnings (Loss) Factor as to each such account pursuant to Section 7.3 hereof.
6.3 Statements of Participant's Accounts. The Committee shall, as soon as practicable after the end of each 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 Initial and Annual Benefit Amounts. The Benefit Amounts to be credited initially and monthly to the account of each Participant whose designation described in Section 2(k) is not revoked shall be an amount determined as follows:
(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 ...