GENTIVA HEALTH SERVICES, INC.
 
                         EXECUTIVE OFFICERS BONUS PLAN
                        (amended as of January 1, 2005)
 
SECTION 1. Purpose.
 
     Gentiva Health Services, Inc. (the "Company") has established this
Executive Officers Bonus Plan (the "Plan"), which was originally effective
January 1, 2000. The Plan is hereby amended, effective January 1, 2005, subject
to shareholder approval, in order to provide the Company's executive officers
with an opportunity to earn annual bonus compensation, contingent on the
achievement of certain performance goals, as an incentive and reward for their
leadership, ability and exceptional services.
 
SECTION 2. Definitions.
 
     2.1  "Award" means the amount of bonus compensation to which an Eligible
          Employee is entitled to each Plan Year as determined by the Committee
          pursuant to Section 4 of the Plan.
 
     2.2  "Code" means the Internal Revenue Code of 1986, as amended, including
          applicable regulations thereunder.
 
     2.3  "Committee" means a committee of the Company's Board of Directors (the
          "Board") consisting solely of not less than two persons who, to the
          extent required to satisfy the exception for performance-based
          compensation under Code Section 162(m), are "outside directors" within
          the meaning of such section. The members of the Committee shall serve
          at the pleasure of the Board.
 
     2.4  "Determination Date" means (i) the day immediately preceding the first
          day of a Plan Year; or (ii) no later than ninety (90) days after the
          beginning of the Plan Year (provided however, that if the performance
          period is a period of less than one year, the Committee shall take any
          such actions prior to the lapse of 25% of the performance period), by
          which date the Committee may establish performance goals for a Plan
          Year without causing an Award to be treated as other than
          performance-based compensation within the meaning of Code Section
          162(m).
 
     2.5  "Eligible Employee" means any executive officer of the Company.
 
     2.6  "Plan Year" means the fiscal year of the Company.
 
SECTION 3. Administration.
 
     3.1  The Plan shall be administered by the Committee. A majority of the
          Committee shall constitute a quorum, and the acts of a majority of the
          members present at any meeting at which a quorum is present shall be
          deemed the acts of the Committee.
 
     3.2  The Committee shall have the authority to establish performance goals
          for the awarding of Awards for each Plan Year; to determine the
          Eligible Employees to whom Awards are to be made for each Plan Year;
          to determine whether performance goals for each Plan Year have been
          achieved; to authorize payment of Awards under the Plan; to adopt,
          alter and repeal such administrative rules, guidelines and practices
          governing the Plan as it shall deem advisable; to interpret the terms
          and provisions of the Plan; and to correct any defect, supply any
          omission or reconcile any inconsistency or conflict in the Plan or in
          any Award. The Committee's determinations under the Plan need not be
          uniform among all Eligible Employees.
 
     3.3  Subject to the provisions of the Plan, the Committee shall have the
          authority and discretion to determine the extent to which Awards under
          the Plan will be structured to conform to the requirements applicable
          to performance-based compensation as described in Code Section 162(m),
          and to take such action, establish such procedures, and impose such
          restrictions at the time such Awards are granted as the Committee
          determines to be necessary or appropriate
 
 
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          to conform to such requirements. Notwithstanding any provision of the
          Plan to the contrary, if an Award under the Plan is intended to
          qualify as performance-based compensation under Code Section 162(m)
          and the regulations issued thereunder and a provision of the Plan
          would prevent such Award from so qualifying, such provision shall be
          administered, interpreted and construed to carry out such intention
          (or disregarded to the extent such provision cannot be so
          administered, interpreted or construed).
 
     3.4  Notwithstanding any provision of the Plan to the contrary, if any
          Award provided under the Plan is subject to the provisions of Section
          409A of the Code and the regulations issued thereunder, the provisions
          of the Plan shall be administered, interpreted and construed in a
          manner necessary to comply with Section 409A and the regulations
          issued thereunder (or disregarded to the extent such provision cannot
          be so administered, interpreted, or construed.)
 
     3.5  All determinations made by the Committee, in its sole and absolute
          discretion, with respect to the Plan and Awards thereunder shall be
          final and binding on all persons, including the Company and all
          Eligible Employees.
 
SECTION 4. Determination of Awards.
 
     4.1  No later than the Determination Date, the Committee shall establish
          (i) the Eligible Employees who shall be eligible for an Award for a
          Plan Year, (ii) the performance goals for such Plan Year and (iii) the
          corresponding Award amounts payable under the Plan upon achievement of
          such performance goals.
 
     4.2  The amount of an Award for any Plan Year shall be an amount not
          greater than the lesser of: (i) 200% of such Eligible Employee's
          annual base salary; or (ii) $2.5 million, which amount shall be
          determined based on the achievement of one or more performance goals
          established by the Committee with respect to such Eligible Employee.
 
     4.3  Performance goals may vary from Eligible Employee to Eligible Employee
          and shall be based upon such one or more of the following performance
          criteria as the Committee may deem appropriate: appreciation in share
          value, total shareholder return, earnings per share, operating income,
          net income, pro forma net income, return on equity, return on
          designated assets, return on capital, economic value added, earnings,
          revenues, expenses, operating profit margin, operating cash flow,
          gross profit margin, net profit margin, employee turnover, employee
          headcount, labor costs, customer service, market share and accounts
          receivable. The performance goals may be determined by reference to
          the performance of the Company, or of a subsidiary or affiliate, or of
          a division or unit of any of the foregoing. In addition to
          establishing minimum performance goals below which no compensation
          shall be payable pursuant to an Award, the Committee, in its sole
          discretion, may create a performance schedule under which the
          Committee balances various factors in determining whether the target
          Award may be paid, including determining that an amount less than or
          more than the target Award will be paid as a result of the interplay
          of such factors.
 
     4.4  The Committee, in its sole discretion, may also establish such
          additional restrictions or conditions that must be satisfied as a
          condition precedent to the payment of all or a portion of any Awards.
          Such additional restrictions or conditions need not be
          performance-based and may include, among other things, the receipt by
          an Eligible Employee of a specified annual performance rating, the
          continued employment by the Eligible Employee and/or the achievement
          of specified performance goals by the Company, business unit or
          Eligible Employee. Furthermore and notwithstanding any provision of
          the Plan to the contrary, the Committee, in its sole discretion, may
          reduce the amount of any Award to an Eligible Employee if it concludes
          that such reduction is necessary or appropriate based upon: (i) an
          evaluation of such Eligible Employee's performance; (ii) comparisons
          with compensation received by other similarly situated individuals
          working within the Company's industry; (iii) the Company's financial
          results and conditions; or (iv) such other factors or conditions that
          the Committee deems relevant. Notwithstanding any provision of the
          Plan to the contrary, the Committee shall
 
 
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          not use its discretionary authority to increase any Award that is
          intended to be performance-based compensation under Code Section
          162(m).
 
     4.5  To the extent consistent with Code Section 162(m), the Committee may
          determine that certain adjustments shall apply, in whole or in part,
          in such manner as specified by the Committee, to exclude the effect of
          any of the following events that occur during a performance period
          hereunder: the impairment of tangible or intangible assets; litigation
          or claim judgments or settlements; the effect of changes in tax law,
          accounting principles or other such laws or provisions affecting
          reported results; accruals for reorganization and restructuring
          programs, including, but not limited to, reductions in force and early
          retirement incentives; currency fluctuations; and any extraordinary,
          unusual, infrequent or non-recurring items, including, but not limited
          to, such items described in management's discussion and analysis of
          financial condition and results of operations or the financial
          statements and notes thereto appearing in the Company's annual report
          on Form 10-K for the applicable year.
 
SECTION 5. Payment of Award.
 
     5.1  An Award (if any) to any Eligible Employee for a Plan Year shall be
          paid in a single lump sum in cash as soon as practicable after the end
          of the Plan Year, provided, however, (A) that the Committee shall have
          first certified in writing (i) that a performance goal with respect to
          such Eligible Employee for such Plan Year was satisfied and the level
          of such goal attained, and (ii) the amount of each such Eligible
          Employee's Award; and (B) such payment shall be made no later than two
          and one-half months from the end of the Plan Year in which the
          Eligible Employee performed the services related to the Award.
 
     5.2  If an Eligible Employee dies after the end of a Plan Year but before
          receiving payment of any Award, the amount of such Award shall be paid
          to a designated beneficiary or, if no beneficiary has been designated,
          to the Eligible Employee's estate, in the form of a lump sum payment
          in cash as soon as practicable after the Award for the Plan Year has
          been determined and certified in accordance with this Section 5.
 
     5.3  Notwithstanding the foregoing, the Committee may determine, by
          separate employment agreement with any Eligible Employee or otherwise,
          that all or a portion of an Award for a Plan Year shall be payable to
          the Eligible Employee during the Plan Year upon the Eligible
          Employee's death, disability (which, to the extent necessary to comply
          with Code Section 409A, shall have the meaning set forth in Code
          Section 409A(a)(2)(C)) or termination of employment with the Company,
          or upon a change of control of the Company (which, to the extent
          necessary to comply with Code Section 409A, shall have the meaning set
          forth in Code Section 409A(a)(2)(A)(v)).
 
     5.4  In the event a separate employment agreement does not provide for
          payment upon the events described in Section 5.3, unless otherwise
          determined by the Committee, Eligible Employees who have terminated
          employment with the Company prior to the end of a performance period
          for any reason other than death, retirement or disability, shall
          forfeit any and all rights to payment under any Awards then
          outstanding under the terms of the Plan and shall not be entitled to
          any cash payment for such period. Unless otherwise determined by the
          Committee, if an Eligible Employee's employment with the Company
          should terminate during a performance period by reason of death,
          retirement or disability, the Eligible Employee's Award shall be
          prorated to reflect the period of service prior to his/her death,
          retirement or disability, and shall be paid either to the Eligible
          Employee or, as appropriate, to his/her estate, subject to the
          Committee's certification that the applicable performance goals have
          been met.
 
SECTION 6. Non-transferability.
 
     No Award or rights under this Plan may be transferred or assigned other
than by will or by the laws of descent and distribution.
 
 
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SECTION 7. Amendments and Termination.
 
     7.1  The Board may terminate the Plan at any time and may amend it from
          time to time, provided, however, that no termination or amendment of
          the Plan shall adversely affect the rights of an Eligible Employee or
          a beneficiary to a previously certified Award. Amendments to the Plan
          may be made without shareholder approval except as required to satisfy
          Code Section 162(m).
 
     7.2  Notwithstanding the foregoing or any provision of the Plan to the
          contrary, the Committee may at any time (without the consent of the
          Eligible Employee) modify, amend or terminate any or all of the
          provisions of the Plan to the extent necessary to conform the
          provisions of the Plan with Code Section 409A, regardless of whether
          such modification, amendment, or termination of the Plan shall
          adversely affect the rights of an Eligible Employee under the Plan.
 
SECTION 8. General Provisions.
 
     8.1  Nothing set forth in the Plan shall prevent the Board from adopting
          other or additional compensation arrangements. Neither the adoption of
          the Plan nor the determination of any Award hereunder shall confer
          upon an Eligible Employee any right to continued employment.
 
     8.2  No member of the Board or the Committee, nor any officer or employee
          of the Company acting on behalf of the Board or the Committee, shall
          be personally liable for any action, determination or interpretation
          taken or made with respect to the Plan, and all members of the Board
          or the Committee and all officers or employees of the Company acting
          on their behalf shall, to the extent permitted by law, be fully
          indemnified and protected by the Company in respect of any such
          action, determination or interpretation.
 
     8.3  The Plan is not funded, and all Awards payable hereunder shall be paid
          from the general assets of the Company. No provision contained in the
          Plan and no action taken pursuant to the provisions of the Plan shall
          create a trust of any kind or require the Company to maintain or set
          aside any specific funds to pay benefits hereunder. To the extent an
          Eligible Employee acquires a right to receive payments from the
          Company under the Plan, such right shall be no greater than the right
          of any unsecured general creditor of the Company.
 
     8.4  The Company shall have the right to withhold from any Awards payable
          under the Plan or other wages payable to an Eligible Employee such
          amounts sufficient to satisfy federal, state and local tax withholding
          obligations arising from or in connection with the Eligible Employee's
          participation in the Plan and such other deductions as may be
          authorized by the Eligible Employee or as required by applicable law.
 
SECTION 9. Effective Date of Plan.
 
     The Plan was originally effective January 1, 2000, and the Plan, as herein
amended, shall be effective January 1, 2005, subject to approval by the
shareholders of the Company.
 
 
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