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EXHIBIT 4.8
FIRST AMENDMENT TO
NCS HEALTHCARE, INC. AMENDED AND RESTATED
EMPLOYEE SAVINGS PLAN AND TRUST
WHEREAS, NCS HealthCare, Inc. (the "Company") previously adopted the
NCS HealthCare Inc. Employee Savings Plan and Trust effective July 1, 1988; and
WHEREAS, the Company subsequently amended and restated the NCS
HealthCare, Inc. Employee Savings Plan and Trust in the form of the NCS
HealthCare, Inc. Amended and Restated Employee Savings Plan and Trust (the
"Plan") on two occasions, effective as of January 1, 1996 and January 1, 1999,
respectively; and
WHEREAS, the Company desires to amend the Plan to eliminate the
requirement that employer matching contributions be automatically invested in
shares of the Company's Class A Common Stock;
NOW, THEREFORE, the Plan is hereby amended effective as of October 1,
2000 to read as follows:
1. Section 4.1(b) shall be amended to read as follows:
(b) On behalf of each Participant who is eligible to share in
matching contributions for the Plan Year, a discretionary
matching contribution equal to a uniform percentage of each
such Participant's Deferred Compensation or portion thereof,
the exact percentage or portion, if any, to be determined each
year by the Employer, which contribution, if any, shall be
made in cash and shall be deemed an Employer Non-Elective
Contribution.
2. Section 4.12(a) shall be amended to read as follows:
(a) Participants may, subject to a procedure established by the
Administrator (the Participant Direction Procedures) and
applied in a uniform nondiscriminatory manner, direct the
Trustee to invest all of their accounts in specific assets,
specific funds or other investments permitted under the Plan
and the Participant Direction Procedures, with the exception
of the portion of their accounts attributable to the matching
contribution portion of the Employer Non-Elective Contribution
made for the period from January 1, 1999 through September 30,
2000. Such portion of a Participant's account shall not be
subject to the Participant Direction Procedures. The portion
of the interest of any Participant directing investment of his
accounts will thereupon be considered a Participant's Directed
Account.
IN WITNESS WHEREOF, NCS HealthCare, Inc. by its duly authorized
officer, has caused this instrument to be executed this 29th day of September,
2000.
NCS HEALTHCARE, INC.
By: /s/ Kevin B. Shaw
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