CHANGE IN CONTROL AGREEMENT





         Agreement, made this 6th day of May, 2005, by and between Gentiva

Health Services, Inc., a Delaware corporation (the "Company"), and

__________________ (the "Executive").



         WHEREAS, the Executive is a key employee of the Company; and



         WHEREAS, the Board of Directors of the Company (the "Board") considers

the maintenance of a sound management to be essential to protecting and

enhancing the best interests of the Company and its stockholders and recognizes

that the possibility of a change in control raises uncertainty and questions

among key employees and may result in the departure or distraction of such key

employees to the detriment of the Company and its stockholders; and



         WHEREAS, the Board wishes to assure that it will have the continued

dedication of the Executive and the availability of his or her advice and

counsel, notwithstanding the possibility, threat or occurrence of a bid to take

over control of the Company, and to induce the Executive to remain in the employ

of the Company; and



         WHEREAS, the Executive and the Company previously entered into a Change

in Control Agreement dated _______________; and



         WHEREAS, the Executive and the Company wish to amend and restate the

Change in Control Agreement as set forth herein; and



         WHEREAS, the Executive is willing to continue to serve the Company

taking into account the provisions of this Agreement;



         NOW, THEREFORE, in consideration of the foregoing, and the respective

covenants and agreements of the parties herein contained, the parties agree as

follows:



                  1. Operation and Term of Agreement. This Agreement shall

commence on the date first set forth above and shall terminate on May 6, 2008

unless this Agreement is terminated earlier as set forth below; provided,

however, that after a Change in Control of the Company during the term of this

Agreement, this Agreement shall remain in effect until all of the obligations of

the parties hereunder are satisfied and the Protection Period has expired.

Notwithstanding the foregoing, prior to a Change in Control this Agreement shall

immediately terminate upon termination of the Executive's employment, except in

the case of such termination under circumstances set forth in the last paragraph

of Section 4 below.









                  2. Change in Control; Protection Period. A "Change in Control"

shall be deemed to occur on the date that any of the following events occur:



                  (a) any person or persons acting together which would

         constitute a "group" for purposes of Section 13(d) of the Securities

         Exchange Act of 1934, as amended (the "Exchange Act") (other than the

         Company or any subsidiary and other than Permitted Holders) shall

         beneficially own (as defined in Rule 13d-3 of the Exchange Act),

         directly or indirectly, at least 25% of the total voting power of all

         classes of capital stock of the Company entitled to vote generally in

         the election of the Board;



                  (b) either (i) Current Directors (as herein defined) shall

         cease for any reason to constitute at least a majority of the members

         of the Board (for these purposes, a "Current Director" shall mean any

         member of the Board as of March 22, 2004, and any successor of a

         Current Director whose election, or nomination for election by the

         Company's shareholders, was approved by at least two-thirds of the

         Current Directors then on the Board) or (ii) at any meeting of the

         shareholders of the Company called for the purpose of electing

         directors, a majority of the persons nominated by the Board for

         election as directors shall fail to be elected;



                  (c) consummation of (i) a plan of complete liquidation of the

         Company, or (ii) a merger or consolidation of the Company (A) in which

         the Company is not the continuing or surviving corporation (other than

         a consolidation or merger with a wholly owned subsidiary of the Company

         in which all shares of common stock of the Company (the "Common Stock")

         outstanding immediately prior to the effectiveness thereof are changed

         into common stock of the subsidiary) or (B) pursuant to which the

         Common Stock is converted into cash, securities or other property,

         except a consolidation or merger of the Company in which the holders of

         the Common Stock immediately prior to the consolidation or merger have,

         directly or indirectly, at least a majority of the common stock of the

         continuing or surviving corporation immediately after such

         consolidation or merger or in which the Board immediately prior to the

         merger or consolidation would, immediately after the merger or

         consolidation, constitute a majority of the board of directors of the

         continuing or surviving corporation; or

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