EXHIBIT 10.25


                  CHEMED CORPORATION EXCESS BENEFIT PLAN NO. 1
                                 AMENDMENT NO. 1


         The Chemed Corporation Excess Benefit Plan No. 1 (the "Plan") is hereby
amended effective July 1, 2002 as follows:

         1.       Section 2(k) shall be rewritten in its entirety to read as
                  follows:

                  (k) "Employee Stock Ownership Plans I and II" - The Chemed
                  Employee Stock Ownership Plan I, adopted effective November 1,
                  1987, as amended, and the Chemed Employee Stock Ownership Plan
                  II, adopted effective August 1, 1998, as amended, and as
                  merged into the Savings & Retirement Plan effective July 1,
                  2002.

         2.       In all other respects, the Plan shall remain in full force and
                  effect.

                                   CERTIFICATE

         The undersigned, Secretary of Chemed Corporation, hereby certifies that
the foregoing is a true and correct copy of Amendment No. 1 to its Excess
Benefit Plan No. 1.

         Signed in Cincinnati, Ohio as of this 1st day of July, 2002.

                                              /s/ Naomi C. Dallob
                                              ----------------------------------
                                              Naomi C. Dallob, Secretary