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                                                                   EXHIBIT 10.19

                          AMENDMENT NUMBER SEVEN TO THE
                            BEVERLY ENTERPRISES, INC.
                            EXECUTIVE RETIREMENT PLAN

         Amendment made this 11th day of December, 1997, by Beverly
Enterprises, Inc. (the "Corporation").

                              W I T N E S S E T H:

         WHEREAS, the Corporation sponsors the Amended and Restated
Beverly Enterprises, Inc. Executive Retirement Plan (the
"Retirement Plan");

         WHEREAS, the Corporation now desires to adopt an amendment to the
Retirement Plan to provide for the transfer of a Participant's interest pursuant
to domestic relations order entered by a court of competent jurisdiction
incident to a divorce;

         WHEREAS, the Corporation is empowered and authorized to amend the
Retirement Plan pursuant to Article VIII of the Plan, as amended;

         NOW, THEREFORE, the Retirement Plan is hereby amended effective
September 1, 1997 in the following respects:

         1. The Plan is hereby amended by adding the following paragraph to the
end of existing Article 9:

                Notwithstanding the foregoing, a Participant's benefits under
the Plan are subject to division pursuant to a domestic relations order which is
entered by a court of competent jurisdiction incident to a divorce, however, the
person claiming any interest in the Plan as result of such an order shall be
entitled to only those benefits under the Plan to which the affected Participant
would have been entitled. Furthermore, the interest of such transferee shall be
subject to all the terms and conditions of the Plan, including without
limitation those provisions relating to timing and form of payment and vesting
of benefits. Moreover, the Company reserves the right to withhold from any
payments to such transferee or any compensation due the Participant, any income
and FICA taxes, and any other sums, as required by applicable law.

         IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
executed by a duly authorized representative, as of the day and year first
written above.

                                           BEVERLY ENTERPRISES, INC.


                                           By:
                                           Its:



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