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                                                                    Exhibit 10.7

                               HEALTHSPRING, INC.

                           2006 EQUITY INCENTIVE PLAN

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                                TABLE OF CONTENTS

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Section 1.  Purpose...............................................................     1
Section 2.  Definitions...........................................................     1
Section 3.  Administration........................................................     4
Section 4.  Shares Available For Awards...........................................     5
Section 5.  Eligibility...........................................................     6
Section 6.  Stock Options And Stock Appreciation Rights...........................     6
Section 7.  Restricted Shares And Restricted Share Units..........................     8
Section 8.  Performance Awards....................................................     9
Section 9.  Other Stock-Based Awards..............................................    10
Section 10. Non-Employee Director Awards..........................................    10
Section 11. Provisions Applicable To Covered Officers And Performance Awards......    10
Section 12. Termination Of Employment.............................................    12
Section 13. Change In Control.....................................................    12
Section 14. Amendment And Termination.............................................    12
Section 15. General Provisions....................................................    13
Section 16. Term Of The Plan......................................................    15
</TABLE>

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                               HEALTHSPRING, INC.
                           2006 EQUITY INCENTIVE PLAN

SECTION 1. PURPOSE.

     This plan shall be known as the "HealthSpring, Inc. 2006 Equity Incentive
Plan" (the "Plan"). The purpose of the Plan is to promote the interests of
HealthSpring, Inc., a Delaware corporation (the "Company"), its Subsidiaries and
its stockholders by (i) attracting and retaining key officers, employees, and
directors of, and consultants to, the Company and its Subsidiaries and
Affiliates; (ii) motivating such individuals by means of performance-related
incentives to achieve long-range performance goals; (iii) enabling such
individuals to participate in the long-term growth and financial success of the
Company; (iv) encouraging ownership of stock in the Company by such individuals;
and (v) linking their compensation to the long-term interests of the Company and
its stockholders. With respect to any awards granted under the Plan that are
intended to comply with the requirements of "performance-based compensation"
under Section 162(m) of the Code, the Plan shall be interpreted in a manner
consistent with such requirements.

SECTION 2. DEFINITIONS.

     As used in the Plan, the following terms shall have the meanings set forth
below:

     (A) "AFFILIATE" shall mean (i) any entity that, directly or indirectly, is
controlled by the Company, (ii) any entity in which the Company has a
significant equity interest, (iii) an affiliate of the Company, as defined in
Rule 12b-2 promulgated under Section 12 of the Exchange Act, and (iv) any entity
in which the Company has at least twenty percent (20%) of the combined voting
power of the entity's outstanding voting securities, in each case as designated
by the Board as being a participating employer in the Plan.

     (B) "AWARD" shall mean any Option, Stock Appreciation Right, Restricted
Share Award, Restricted Share Unit, Performance Award, Other Stock-Based Award
or other award granted under the Plan, whether singly, in combination or in
tandem, to a Participant by the Committee (or the Board) pursuant to such terms,
conditions, restrictions and/or limitations, if any, as the Committee (or the
Board) may establish.

     (C) "AWARD AGREEMENT" shall mean any written agreement, contract or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

     (D) "BOARD" shall mean the Board of Directors of the Company.

     (E) "CAUSE" shall mean, unless otherwise defined in the applicable Award
Agreement, (i) the engaging by the Participant in willful misconduct that is
injurious to the Company or its Subsidiaries or Affiliates, or (ii) the
embezzlement or misappropriation of funds or property of the Company or its
Subsidiaries or Affiliates by the Participant. For purposes of this paragraph,
no act, or failure to act, on the Participant's part shall be considered
"willful" unless done, or omitted to be done, by the Participant not in good
faith and without reasonable belief that the Participant's action or omission
was in the best interest of the Company. Any determination of Cause for purposes
of the Plan or any Award shall be made by the Committee in its sole discretion.
Any such determination shall be final and binding on a Participant.

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     (F) "CHANGE IN CONTROL" shall mean, unless otherwise defined in the
applicable Award Agreement, any of the following events:

          (I) any person on entity, including a "group" as defined in Section
     13(d)(3) of the Exchange Act, other than investment funds affiliated with
     GTCR Golder Rauner II, L.L.C., the Company or a wholly-owned subsidiary
     thereof or any employee benefit plan of the Company or any of its
     Subsidiaries, becomes the beneficial owner of the Company's securities
     having 35% or more of the combined voting power of the then outstanding
     securities of the Company that may be cast for the election of directors of
     the Company (other than as a result of an issuance of securities initiated
     by the Company in the ordinary course of business);

          (II) as the result of, or in connection with, any cash tender or
     exchange offer, merger or other business combination or contested election,
     or any combination of the foregoing transactions, less than a majority of
     the combined voting power of the then outstanding securities of the Company
     or any successor company or entity entitled to vote generally in the
     election of the directors of the Company or such other corporation or
     entity after such transaction are held in the aggregate by the holders of
     the Company's securities entitled to vote generally in the election of
     directors of the Company immediately prior to such transaction;

          (III) during any period of two (2) consecutive years, individuals who
     at the beginning of any such period constitute the Board cease for any
     reason to constitute at least a majority thereof, unless the election, or
     the nomination for election by the Company's shareholders, of each director
     of the Company first elected during such period was approved by a vote of
     at least two-thirds (2/3rds) of the directors of the Company then still in
     office who were (i) directors of the Company at the beginning of any such
     period, and (ii) not initially (a) appointed or elected to office as result
     of either an actual or threatened election and/or proxy contest by or on
     behalf of a Person other than the Board, or (b) designated by a Person who
     has entered into an agreement with the Company to effect a transaction
     described in (i) or (ii) above or (iv) or (v) below;

          (IV) a complete liquidation or dissolution of the Company; or

          (V) the sale or other disposition of all or substantially all of the
     assets of the Company to any Person (other than a transfer to a
     Subsidiary).

     (G) "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

     (H) "COMMITTEE" shall mean a committee of the Board composed of not less
than two Non-Employee Directors, at least two of whom shall be (i) a
"non-employee director" for purposes of Exchange Act Section 16 and Rule 16b-3
thereunder, (ii) an "outside director" for purposes of Section 162(m) and the
regulations promulgated under the Code, and each of whom shall be, subject to
any applicable transitional rules for newly public issures, "independent" within
the meaning of the listing standards of the New York Stock Exchange.

     (I) "CONSULTANT" shall mean any consultant to the Company or its
Subsidiaries or Affiliates.

     (J) "COVERED OFFICER" shall mean at any date (i) any individual who, with
respect to the previous taxable year of the Company, was a "covered employee" of
the Company within the meaning of Section 162(m); provided, however, that the
term "Covered Officer" shall not include any such individual who is designated
by the Committee, in its discretion, at the time of any Award or at any
subsequent time, as reasonably expected not to be such a "covered employee" with
respect to the current taxable year of the


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Company and (ii) any individual who is designated by the Committee, in its
discretion, at the time of any Award or at any subsequent time, as reasonably
expected to be such a "covered employee" with respect to the current taxable
year of the Company or with respect to the taxable year of the Company in which
any applicable Award will be paid or vested.

     (K) "DIRECTOR" shall mean a member of the Board.

     (L) "DISABILITY" shall mean, unless otherwise defined in the applicable
Award Agreement, a disability that would qualify as a total and permanent
disability under the Company's then current long-term disability plan.

     (M) "EMPLOYEE" shall mean a current or prospective officer or employee of
the Company or of any Subsidiary or Affiliate.

     (N) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

     (O) "FAIR MARKET VALUE" with respect to the Shares, shall mean, for
purposes of a grant of an Award as of any date, (i) the closing sales price of
the Shares on the New York Stock Exchange, or any other such exchange on which
the shares are traded, on such date, or in the absence of reported sales on such
date, the closing sales price on the immediately preceding date on which sales
were reported or (ii) in the event there is no public market for the Shares on
such date, the fair market value as determined, in good faith, by the Board or
Committee in its sole discretion, and for purposes of a sale of a Share as of
any date, the actual sales price on that date.

     (P) "INCENTIVE STOCK OPTION" shall mean an option to purchase Shares from
the Company that is granted under Section 6 of the Plan and that is intended to
meet the requirements of Section 422 of the Code or any successor provision
thereto.

     (Q) "NON-QUALIFIED STOCK OPTION" shall mean an option to purchase Shares
from the Company that is granted under Sections 6 or 10 of the Plan and is not
intended to be an Incentive Stock Option.

     (R) "NON-EMPLOYEE DIRECTOR" shall mean a member of the Board who is not an
officer or employee of the Company or any Subsidiary or Affiliate; provided,
however, that employees of GTCR, Golder Rauner II, L.L.C., or its Affiliates,
shall not for these purposes be deemed to be employees of an Affiliate of the
Company.

     (S) "OPTION" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

     (T) "OPTION PRICE" shall mean the purchase price payable to purchase one
Share upon the exercise of an Option.

     (U) "OTHER STOCK-BASED AWARD" shall mean any Award granted under Sections 9
or 10 of the Plan.

     (V) "PARTICIPANT" shall mean any Employee, Director, Consultant or other
person who receives an Award under the Plan.

     (W) "PERFORMANCE AWARD" shall mean any Award granted under Section 8 of the
Plan.


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     (X) "PERSON" shall mean any individual, corporation, partnership, limited
liability company, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

     (Y) "RESTRICTED SHARE" shall mean any Share granted under Sections 7 or 10
of the Plan.

     (Z) "RESTRICTED SHARE UNIT" shall mean any unit granted under Sections 7 or
10 of the Plan.

     (AA) "RETIREMENT" shall mean, unless otherwise defined in the applicable
Award Agreement, retirement of a Participant from the employ or service of the
Company or any of its Subsidiaries or Affiliates in accordance with the terms of
the applicable Company retirement plan or, if a Participant is not covered by
any such plan, retirement on or after such Participant's 65th birthday.

     (BB) "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

     (CC) "SECTION 16" shall mean Section 16 of the Exchange Act and the rules
promulgated thereunder and any successor provision thereto as in effect from
time to time.

     (DD) "SECTION 162(M)" shall mean Section 162(m) of the Code and the
regulations promulgated thereunder and any successor provision thereto as in
effect from time to time.

     (EE) "SHARES" shall mean shares of the common stock, $0.01 par value, of
the Company.

     (FF) "STOCK APPRECIATION RIGHT" or "SAR" shall mean a stock appreciation
right granted under Sections 6 or 10 of the Plan that entitles the holder to
receive, with respect to each Share encompassed by the exercise of such SAR, the
amount determined by the Committee and specified in an Award Agreement. In the
absence of such a determination, the holder shall be entitled to receive, with
respect to each Share encompassed by the exercise of such SAR, the excess of the
Fair Market Value on the date of exercise over the Fair Market Value on the date
of grant.

     (GG) "SUBSIDIARY" shall mean any Person (other than the Company) of which a
majority of its voting power or its equity securities or equity interest is
owned directly or indirectly by the Company.

     (HH) "SUBSTITUTE AWARDS" shall mean Awards granted solely in assumption of,
or in substitution for, outstanding awards previously granted by a company
acquired by the Company or with which the Company combines.

SECTION 3. ADMINISTRATION.

     3.1 Authority of Committee. The Plan shall be administered by the
Committee, which shall be appointed by and serve at the pleasure of the Board;
provided, however, with respect to Awards to Non-Employee Directors, all
references in the Plan to the Committee shall be deemed to be references to the
Board. Subject to the terms of the Plan and applicable law, and in addition to
other express powers and authorizations conferred on the Committee by the Plan,
the Committee shall have full power and authority in its discretion to: (i)
designate Participants; (ii) determine the type or types of Awards to be granted
to a Participant; (iii) determine the number of Shares to be covered by, or with
respect to which payments, rights or other matters are to be calculated in
connection with Awards; (iv) determine the timing, terms, and conditions of any
Award; (v) accelerate the time at which all or any part of an Award may be
settled or exercised; (vi) determine whether, to what extent, and under what
circumstances


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Awards may be settled or exercised in cash, Shares, other securities, other
Awards or other property, or canceled, forfeited or suspended and the method or
methods by which Awards may be settled, exercised, canceled, forfeited or
suspended; (vii) determine whether, to what extent, and under what circumstances
cash, Shares, other securities, other Awards, other property, and other amounts
payable with respect to an Award shall be deferred either automatically or at
the election of the holder thereof or of the Committee; (viii) interpret and
administer the Plan and any instrument or agreement relating to, or Award made
under, the Plan; (ix) except to the extent prohibited by Section 6.2, amend or
modify the terms of any Award at or after grant with the consent of the holder
of the Award; (x) establish, amend, suspend or waive such rules and regulations
and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (xi) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan, subject to the exclusive authority of the Board
under Section 14 hereunder to amend or terminate the Plan. The exercise of an
Option or receipt of an Award shall be effective only if an Award Agreement
shall have been duly executed and delivered on behalf of the Company following
the grant of the Option or other Award.

     3.2 Committee Discretion Binding. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive, and binding upon all Persons, including the Company, any Subsidiary
or Affiliate, any Participant and any holder or beneficiary of any Award.

     3.3 Delegation. Subject to the terms of the Plan, the Committee's charter
and applicable law, the Committee may delegate to one or more officers or
managers of the Company or of any Subsidiary or Affiliate, or to a Committee of
such officers or managers, the authority, subject to such terms and limitations
as the Committee shall determine, to grant Awards to or to cancel, modify or
waive rights with respect to, or to alter, discontinue, suspend or terminate
Awards held by Participants who are not officers or directors of the Company for
purposes of Section 16 or who are otherwise not subject to such Section.

SECTION 4. SHARES AVAILABLE FOR AWARDS.


     4.1 Shares Available. Subject to the provisions of Section 4.2 hereof, the
stock to be subject to Awards under the Plan shall be the Shares of the Company
and the maximum number of Shares with respect to which Awards may be granted
under the Plan shall be 6,250,000, no more than 50% of which Shares may be
granted as Incentive Stock Options. If, after the effective date of the Plan,
any Shares covered by an Award granted under this Plan, or to which such an
Award relates, are forfeited, or if such an Award is settled for cash or
otherwise terminates, expires unexercised or is canceled without the delivery of
Shares, then the Shares covered by such Award, or to which such Award relates,
or the number of Shares otherwise counted against the aggregate number of Shares
with respect to which Awards may be granted, to the extent of any such
settlement, forfeiture, termination, expiration or cancellation, shall again
become Shares with respect to which Awards may be granted. In the event that any
Option or other Award granted hereunder is exercised through the delivery of
Shares or in the event that withholding tax liabilities arising from such Award
are satisfied by the withholding of Shares by the Company, the number of Shares
available for Awards under the Plan shall be increased by the number of Shares
so surrendered or withheld. Notwithstanding the foregoing and subject to
adjustment as provided in Section 4.2 hereof, no Participant may receive Options
or SARs under the Plan in any calendar year that, taken together, relate to more
than 625,000 Shares.


     4.2 Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase


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<PAGE>

Shares or other securities of the Company, or other similar corporate
transaction or event affects the Shares such that an adjustment is determined by
the Committee, in its sole discretion, to be appropriate, then the Committee
shall, in such manner as it may deem equitable (and, with respect to Incentive
Stock Options, in such manner as is consistent with Section 422 of the Code and
the regulations thereunder and with respect to Non-Qualified Stock Options, in
such manner as is consistent with Section 409A of the Code and the regulations
thereunder, and with respect to Awards to Covered Officers, in such a manner as
is consistent with Section 162(m)): (i) adjust any or all of (1) the aggregate
number of Shares or other securities of the Company (or number and kind of other
securities or property) with respect to which Awards may be granted under the
Plan; (2) the number of Shares or other securities of the Company (or number and
kind of other securities or property) subject to outstanding Awards under the
Plan; (3) the grant or exercise price with respect to any Award under the Plan,
provided that the number of shares subject to any Award shall always be a whole
number; and (4) the limits on the number of Shares that may be granted to
Participants under the Plan in any calendar year; (ii) if deemed appropriate,
provide for an equivalent award in respect of securities of the surviving entity
of any merger, consolidation or other transaction or event having a similar
effect; or (iii) if deemed appropriate, make provision for a cash payment to the
holder of an outstanding Award.

     4.3 Substitute Awards. Any Shares issued by the Company as Substitute
Awards in connection with the assumption or substitution of outstanding grants
from any acquired corporation shall not reduce the Shares available for Awards
under the Plan.

     4.4 Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of issued Shares which have been reacquired by the Company.

SECTION 5. ELIGIBILITY.

     Any Employee, Director or Consultant shall be eligible to be designated a
Participant; provided, however, that Non-Employee Directors shall only be
eligible to receive Awards granted consistent with Section 10.

SECTION 6. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.

     6.1 Grant. Subject to the provisions of the Plan, including, without
limitation, Section 3.3 above, the Committee shall have sole and complete
authority to determine the Participants to whom Options and SARs shall be
granted, the number of Shares subject to each Award, the exercise price and the
conditions and limitations applicable to the exercise of each Option and SAR. An
Option may be granted with or without a related SAR. An SAR may be granted with
or without a related Option. The Committee shall have the authority to grant
Incentive Stock Options, and to grant Non-Qualified Stock Options. In the case
of Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with such rules as may be prescribed by Section 422 of the
Code, as from time to time amended, and any regulations implementing such
statute. A person who has been granted an Option or SAR under this Plan may be
granted additional Options or SARs under the Plan if the Committee shall so
determine; provided, however, that to the extent the aggregate Fair Market Value
(determined at the time the Incentive Stock Option is granted) of the Shares
with respect to which all Incentive Stock Options are exercisable for the first
time by an Employee during any calendar year (under all plans described in
subsection (d) of Section 422 of the Code of the Employee's employer corporation
and its parent and Subsidiaries) exceeds $100,000 such Options shall be treated
as Non-Qualified Stock Options.

     6.2 Price. The Committee in its sole discretion shall establish the Option
Price at the time each Option is granted. Except in the case of Substitute
Awards, the Option Price of an Option may not be less than one hundred percent
(100%) of the Fair Market Value of the Shares with respect to which the Option
is


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granted on the date of grant of such Option. Notwithstanding the foregoing and
except as permitted by the provisions of Section 4.2 and Section 14 hereof, the
Committee shall not have the power to (i) amend the terms of previously granted
Options to reduce the Option Price of such Options, or (ii) cancel such Options
and grant substitute Options with a lower Option Price than the cancelled
Options. Except with respect to Substitute Awards, SARs may not be granted at a
price less than the Fair Market Value of a Share on the date of grant.

     6.3 Term. Subject to the Committee's authority under Section 3.1 and the
provisions of Section 6.6, each Option and SAR and all rights and obligations
thereunder shall expire on the date determined by the Committee and specified in
the Award Agreement. The Committee shall be under no duty to provide terms of
like duration for Options or SARs granted under the Plan. Notwithstanding the
foregoing, no Option or SAR shall be exercisable after the expiration of ten
(10) years from the date such Option or SAR was granted.

     6.4 Exercise.

          (a) Each Option and SAR shall be exercisable at such times and subject
     to such terms and conditions as the Committee may, in its sole discretion,
     specify in the applicable Award Agreement or thereafter. The Committee
     shall have full and complete authority to determine, subject to Section 6.6
     herein, whether an Option or SAR will be exercisable in full at any time or
     from time to time during the term of the Option or SAR, or to provide for
     the exercise thereof in such installments, upon the occurrence of such
     events and at such times during the term of the Option or SAR as the
     Committee may determine.

          (b) The Committee may impose such conditions with respect to the
     exercise of Options, including without limitation, any relating to the
     application of federal, state or foreign securities laws or the Code, as it
     may deem necessary or advisable. The exercise of any Option granted
     hereunder shall be effective only at such time as the sale of Shares
     pursuant to such exercise will not violate any state or federal securities
     or other laws.

          (c) An Option or SAR may be exercised in whole or in part at any time,
     with respect to whole Shares only, within the period permitted thereunder
     for the exercise thereof, and shall be exercised by written notice of
     intent to exercise the Option or SAR, delivered to the Company at its
     principal office, and payment in full to the Company at the direction of
     the Committee of the amount of the Option Price for the number of Shares
     with respect to which the Option is then being exercised.

          (d) Payment of the Option Price shall be made in cash or cash
     equivalents, or, at the discretion of the Committee, (i) by transfer,
     either actually or by attestation, to the Company of Shares that have been
     held by the Participant for at least six (6) months (or such lesser period
     as may be permitted by the Committee), valued at the Fair Market Value of
     such Shares on the date of exercise (or next succeeding trading date, if
     the date of exercise is not a trading date), together with any applicable
     withholding taxes, such transfer to be upon such terms and conditions as
     determined by the Committee, or (ii) by a combination of such cash (or cash
     equivalents) and such Shares; provided, however, that the optionee shall
     not be entitled to tender Shares pursuant to successive, substantially
     simultaneous exercises of an Option or any other stock option of the
     Company. Subject to applicable securities laws, an Option may also be
     exercised by delivering a notice of exercise of the Option and
     simultaneously selling the Shares thereby acquired, pursuant to a brokerage
     or similar agreement approved in advance by proper officers of the Company,
     using the proceeds of such sale as payment of the Option Price, together
     with any applicable withholding


                                        7

<PAGE>

     taxes. Until the optionee has been issued the Shares subject to such
     exercise, he or she shall possess no rights as a stockholder with respect
     to such Shares.

          (e) At the Committee's discretion, the amount payable as a result of
     the exercise of an SAR may be settled in cash, Shares or a combination of
     cash and Shares. A fractional Share shall not be deliverable upon the
     exercise of a SAR but a cash payment will be made in lieu thereof.

     6.6 Ten Percent Stock Rule. Notwithstanding any other provisions in the
Plan, if at the time an Option is otherwise to be granted pursuant to the Plan,
the optionee or rights holder owns directly or indirectly (within the meaning of
Section 424(d) of the Code) Shares of the Company possessing more than ten
percent (10%) of the total combined voting power of all classes of Stock of the
Company or its parent or Subsidiary or Affiliate corporations (within the
meaning of Section 422(b)(6) of the Code), then any Incentive Stock Option to be
granted to such optionee or rights holder pursuant to the Plan shall satisfy the
requirement of Section 422(c)(5) of the Code, and the Option Price shall be not
less than one hundred ten percent (110%) of the Fair Market Value of the Shares
of the Company, and such Option by its terms shall not be exercisable after the
expiration of five (5) years from the date such Option is granted.

SECTION 7. RESTRICTED SHARES AND RESTRICTED SHARE UNITS.

     7.1 Grant.

          (a) Subject to the provisions of the Plan, the Committee shall have
     sole and complete authority to determine the Participants to whom
     Restricted Shares and Restricted Share Units shall be granted, the number
     of Restricted Shares and/or the number of Restricted Share Units to be
     granted to each Participant, the duration of the period during which, and
     the conditions under which, the Restricted Shares and Restricted Share
     Units may be forfeited to the Company, and the other terms and conditions
     of such Awards. The Restricted Share and Restricted Share Unit Awards shall
     be evidenced by Award Agreements in such form as the Committee shall from
     time to time approve, which agreements shall comply with and be subject to
     the terms and conditions provided hereunder and any additional terms and
     conditions established by the Committee that are consistent with the terms
     of the Plan.

          (b) Each Restricted Share and Restricted Share Unit Award made under
     the Plan shall be for such number of Shares as shall be determined by the
     Committee and set forth in the Award Agreement containing the terms of such
     Restricted Share or Restricted Share Unit Award. Such agreement shall set
     forth a period of time during which the grantee must remain in the
     continuous employment of the Company in order for the forfeiture and
     transfer restrictions to lapse. If the Committee so determines, the
     restrictions may lapse during such restricted period in installments with
     respect to specified portions of the Shares covered by the Restricted Share
     or Restricted Share Unit Award. The Award Agreement may also, in the
     discretion of the Committee, set forth performance or other conditions that
     will subject the Shares to forfeiture and transfer restrictions. The
     Committee may, at its discretion, waive all or any part of the restrictions
     applicable to any or all outstanding Restricted Share and Restricted Share
     Unit Awards.

     7.2 Delivery of Shares and Transfer Restrictions. At the time of a
Restricted Share Award, a certificate representing the number of Shares awarded
thereunder shall be registered in the name of the grantee. Such certificate
shall be held by the Company or any custodian appointed by the Company for the
account of the grantee subject to the terms and conditions of the Plan, and
shall bear such a legend setting forth the restrictions imposed thereon as the
Committee, in its discretion, may determine. Unless otherwise provided in the
applicable Award Agreement, the grantee shall have all rights of a stockholder
with respect to the Restricted Shares, including the right to receive dividends
and the right to vote such Shares, subject to


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the following restrictions: (i) the grantee shall not be entitled to delivery of
the stock certificate until the expiration of the restricted period and the
fulfillment of any other restrictive conditions set forth in the Award Agreement
with respect to such Shares; (ii) none of the Shares may be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered or disposed of during
such restricted period or until after the fulfillment of any such other
restrictive conditions; and (iii) except as otherwise determined by the
Committee at or after grant, all of the Shares shall be forfeited and all rights
of the grantee to such Shares shall terminate, without further obligation on the
part of the Company, unless the grantee remains in the continuous employment of
the Company for the entire restricted period in relation to which such Shares
were granted and unless any other restrictive conditions relating to the
Restricted Share Award are met. Unless otherwise provided in the applicable
Award Agreement, any Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Shares
subject to Restricted Share Awards shall be subject to the same restrictions,
terms and conditions as such restricted Shares.

     7.3 Termination of Restrictions. At the end of the restricted period and
provided that any other restrictive conditions of the Restricted Share Award are
met, or at such earlier time as otherwise determined by the Committee, all
restrictions set forth in the Award Agreement relating to the Restricted Share
Award or in the Plan shall lapse as to the restricted Shares subject thereto,
and a stock certificate for the appropriate number of Shares, free of the
restrictions and restricted stock legend, shall be delivered to the Participant
or the Participant's beneficiary or estate, as the case may be.

     7.4 Payment of Restricted Share Units. Each Restricted Share Unit shall
have a value equal to the Fair Market Value of a Share. Restricted Share Units
shall be paid in cash, Shares, other securities or other property, as determined
in the sole discretion of the Committee, upon the lapse of the restrictions
applicable thereto, or otherwise in accordance with the applicable Award
Agreement. Unless otherwise provided in the applicable Award Agreement, a
Participant shall receive dividend rights in respect of any vested Restricted
Stock Units at the time of any payment of dividends to stockholders on Shares.
The amount of any such dividend right shall equal the amount that would be
payable to the Participant as a stockholder in respect of a number of Shares
equal to the number of vested Restricted Stock Units then credited to the
Participant. Any such dividend right shall be paid in accordance with the
Company's payment practices as may be established from time to time and as of
the date on which such dividend would have been payable in respect of
outstanding Shares. Unless otherwise provided in the applicable Award Agreement,
dividend equivalents shall be paid in respect of Restricted Share Units that are
not yet vested. Except as otherwise determined by the Committee at or after
grant, Restricted Share Units may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered or disposed of, and all Restricted Share
Units and all rights of the grantee to such Restricted Share Units shall
terminate, without further obligation on the part of the Company, unless the
grantee remains in continuous employment of the Company for the entire
restricted period in relation to which such Restricted Share Units were granted
and unless any other restrictive conditions relating to the Restricted Share
Unit Award are met.

SECTION 8. PERFORMANCE AWARDS.

     8.1 Grant. The Committee shall have sole and complete authority to
determine the Participants who shall receive a Performance Award, which shall
consist of a right that is (i) denominated in cash or Shares (including but not
limited to Restricted Shares and Restricted Share Units), (ii) valued, as
determined by the Committee, in accordance with the achievement of such
performance goals during such performance periods as the Committee shall
establish, and (iii) payable at such time and in such form as the Committee
shall determine.

     8.2 Terms and Conditions. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the performance goals
to be achieved during any performance


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<PAGE>

period, the length of any performance period, the amount of any Performance
Award and the amount and kind of any payment or transfer to be made pursuant to
any Performance Award, and may amend specific provisions of the Performance
Award; provided, however, that such amendment may not adversely affect existing
Performance Awards made within a performance period commencing prior to
implementation of the amendment.

     8.3 Payment of Performance Awards. Performance Awards may be paid in a lump
sum or in installments following the close of the performance period or, in
accordance with the procedures established by the Committee, on a deferred
basis. Termination of employment prior to the end of any performance period,
other than for reasons of death or Disability, will result in the forfeiture of
the Performance Award, and no payments will be made. A Participant's rights to
any Performance Award may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered or disposed of in any manner, except by
will or the laws of descent and distribution, and/or except as the Committee may
determine at or after grant.

SECTION 9. OTHER STOCK-BASED AWARDS.

     The Committee shall have the authority to determine the Participants who
shall receive an Other Stock-Based Award, which shall consist of any right that
is (i) not an Award described in Sections 6 or 7 above and (ii) an Award of
Shares or an Award denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, Shares (including, without
limitation, securities convertible into Shares), as deemed by the Committee to
be consistent with the purposes of the Plan. Subject to the terms of the Plan
and any applicable Award Agreement, the Committee shall determine the terms and
conditions of any such Other Stock-Based Award.

SECTION 10. NON-EMPLOYEE DIRECTOR AWARDS.

     10.1 The Board may provide that all or a portion of a Non-Employee
Director's annual retainer, meeting fees and/or other awards or compensation as
determined by the Board, be payable (either automatically or at the election of
a Non-Employee Director) in the form of Non-Qualified Stock Options, Restricted
Shares, Restricted Share Units and/or Other Stock-Based Awards, including
unrestricted Shares. The Board shall determine the terms and conditions of any
such Awards, including the terms and conditions which shall apply upon a
termination of the Non-Employee Director's service as a member of the Board, and
shall have full power and authority in its discretion to administer such Awards,
subject to the terms of the Plan and applicable law.

     10.2 The Board may also grant Awards to Non-Employee Directors pursuant to
the terms of the Plan, including any Award described in Sections 6, 7 or 9
above.

SECTION 11. PROVISIONS APPLICABLE TO COVERED OFFICERS AND PERFORMANCE AWARDS.

     11.1 Notwithstanding anything in the Plan to the contrary, unless the
Committee determines that a Performance Award to be granted to a Covered Officer
should not qualify as "performance-based compensation" for purposes of Section
162(m), Performance Awards granted to Covered Officers shall be subject to the
terms and provisions of this Section 11.

     11.2 The Committee may grant Performance Awards to Covered Officers based
solely upon the attainment of performance targets related to one or more
performance goals selected by the Committee from among the goals specified
below. For the purposes of this Section 11, performance goals shall be limited
to one or more of the following Company, Subsidiary, operating unit, business
segment or division financial performance measures:


                                       10

<PAGE>

          (a)  earnings before interest, taxes, depreciation and/or
               amortization;

          (b)  operating income or profit;

          (c)  operating efficiencies;

          (d)  return on equity, assets, capital, capital employed or
               investment;

          (e)  net income;

          (f)  earnings per Share;

          (g)  utilization management;

          (h)  membership;

          (i)  gross profit;

          (j)  medical loss ratios;

          (k)  stock price or total stockholder return;

          (l)  provider network growth;

          (m)  debt reduction;

          (n)  strategic business objectives, consisting of one or more
               objectives based on meeting specified cost targets, business
               expansion goals and goals relating to acquisitions or
               divestitures; or

          (o)  any combination thereof.

Each goal may be expressed on an absolute and/or relative basis, may be based on
or otherwise employ comparisons based on internal targets, the past performance
of the Company or any Subsidiary, operating unit, business segment or division
of the Company and/or the past or current performance of other companies, and in
the case of earnings-based measures, may use or employ comparisons relating to
capital, stockholders' equity and/or Shares outstanding, or to assets or net
assets. The Committee may appropriately adjust any evaluation of performance
under criteria set forth in this Section 11.2 to exclude any of the following
events that occurs during a performance period: (i) asset write-downs, (ii)
litigation or claim judgments or settlements, (iii) the effect of changes in tax
law, accounting principles or other such laws or provisions affecting reported
results, (iv) accruals for reorganization and restructuring programs and (v) any
extraordinary non-recurring items as described in Accounting Principles Board
Opinion No. 30 and/or in management's discussion and analysis of financial
condition and results of operations appearing in the Company's annual report to
stockholders for the applicable year.


     11.3 With respect to any Covered Officer, the maximum annual number of
Shares in respect of which all Performance Awards may be granted under Section 8
of the Plan is 250,000 and the maximum amount of all Performance Awards that
are settled in cash and that may be granted under Section 8 of the Plan in any
year is $5,000,000.00.



                                       11

<PAGE>
     11.4 To the extent necessary to comply with Section 162(m), with respect to
grants of Performance Awards, no later than 90 days following the commencement
of each performance period (or such other time as may be required or permitted
by Section 162(m) of the Code), the Committee shall, in writing, (1) select the
performance goal or goals applicable to the performance period, (2) establish
the various targets and bonus amounts which may be earned for such performance
period, and (3) specify the relationship between performance goals and targets
and the amounts to be earned by each Covered Officer for such performance
period. Following the completion of each performance period, the Committee shall
certify in writing whether the applicable performance targets have been achieved
and the amounts, if any, payable to Covered Officers for such performance
period. In determining the amount earned by a Covered Officer for a given
performance period, subject to any applicable Award Agreement, the Committee
shall have the right to reduce (but not increase) the amount payable at a given
level of performance to take into account additional factors that the Committee
may deem relevant in its sole discretion to the assessment of individual or
corporate performance for the performance period.

     11.5 Unless otherwise expressly stated in the relevant Award Agreement,
each Award granted to a Covered Officer under the Plan is intended to be
performance-based compensation within the meaning of Section 162(m).
Accordingly, unless otherwise determined by the Committee, if any provision of
the Plan or any Award Agreement relating to such an Award does not comply or is
inconsistent with Section 162(m), such provision shall be construed or deemed
amended to the extent necessary to conform to such requirements, and no
provision shall be deemed to confer upon the Committee discretion to increase
the amount of compensation otherwise payable to a Covered Officer in connection
with any such Award upon the attainment of the performance criteria established
by the Committee.

SECTION 12. TERMINATION OF EMPLOYMENT.

     The Committee shall have the full power and authority to determine the
terms and conditions that shall apply to any Award upon a termination of
employment with the Company, its Subsidiaries and Affiliates, including a
termination by the Company with or without Cause, by a Participant voluntarily,
or by reason of death, Disability or Retirement, and may provide such terms and
conditions in the Award Agreement or in such rules and regulations as it may
prescribe.

SECTION 13. CHANGE IN CONTROL.

     The Committee may specify in the applicable Award Agreement, or otherwise
by resolution prior to a Change in Control, that all or a portion of the
outstanding Awards shall vest, become immediately exercisable or payable and
have all restrictions lifted upon a Change in Control.

SECTION 14. AMENDMENT AND TERMINATION.

     14.1 Amendments to the Plan. The Board may amend, alter, suspend,
discontinue or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without stockholder approval if such approval is necessary to
comply with any tax or regulatory requirement for which or with which the Board
deems it necessary or desirable to comply.

     14.2 Amendments to Awards. Subject to the restrictions of Section 6.2, the
Committee may waive any conditions or rights under, amend any terms of or alter,
suspend, discontinue, cancel or terminate, any Award theretofore granted,
prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would
materially and adversely affect the rights of any Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary.


                                       12

<PAGE>

     14.3 Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 4.2 hereof) affecting the Company, any Subsidiary or
Affiliate, or the financial statements of the Company or any Subsidiary or
Affiliate, or of changes in applicable laws, regulations or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

SECTION 15. GENERAL PROVISIONS.

     15.1 Limited Transferability of Awards. Except as otherwise provided in the
Plan, no Award shall be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Participant, except by will or the laws
of descent and distribution and/or as may be provided by the Committee in its
discretion, at or after grant, in the Award Agreement. No transfer of an Award
by will or by laws of descent and distribution shall be effective to bind the
Company unless the Company shall have been furnished with written notice thereof
and an authenticated copy of the will and/or such other evidence as the
Committee may deem necessary or appropriate to establish the validity of the
transfer.

     15.2 Dividend Equivalents. In the sole and complete discretion of the
Committee, an Award may provide the Participant with dividends or dividend
equivalents, payable in cash, Shares, other securities or other property on a
current or deferred basis. All dividend or dividend equivalents which are not
paid currently may, at the Committee's discretion, accrue interest, be
reinvested into additional Shares, or, in the case of dividends or dividend
equivalents credited in connection with Performance Awards, be credited as
additional Performance Awards and paid to the Participant if and when, and to
the extent that, payment is made pursuant to such Award. The total number of
Shares available for grant under Section 4 shall not be reduced to reflect any
dividends or dividend equivalents that are reinvested into additional Shares or
credited as Performance Awards.

     15.3 No Rights to Awards. No Person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of Participants or
holders or beneficiaries of Awards. The terms and conditions of Awards need not
be the same with respect to each Participant.

     15.4 Share Certificates. All certificates for Shares or other securities of
the Company or any Subsidiary or Affiliate delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations and other requirements of the SEC or any state securities
commission or regulatory authority, any stock exchange or other market upon
which such Shares or other securities are then listed, and any applicable
Federal or state laws, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

     15.5 Withholding. A Participant may be required to pay to the Company or
any Subsidiary or Affiliate and the Company or any Subsidiary or Affiliate shall
have the right and is hereby authorized to withhold from any Award, from any
payment due or transfer made under any Award or under the Plan, or from any
compensation or other amount owing to a Participant the amount (in cash, Shares,
other securities, other Awards or other property) of any applicable withholding
or other tax-related obligations in respect of an Award, its exercise or any
other transaction involving an Award, or any payment or transfer under an Award
or under the Plan and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes.
The Committee may provide for additional cash


                                       13

<PAGE>

payments to holders of Options to defray or offset any tax arising from the
grant, vesting, exercise or payment of any Award.

     15.6 Award Agreements. Each Award hereunder shall be evidenced by an Award
Agreement that shall be delivered to the Participant and may specify the terms
and conditions of the Award and any rules applicable thereto. In the event of a
conflict between the terms of the Plan and any Award Agreement, the terms of the
Plan shall prevail. The Committee shall, subject to applicable law, determine
the date an Award is deemed to be granted. The Committee or, except to the
extent prohibited under applicable law, its delegate(s) may establish the terms
of agreements or other documents evidencing Awards under this Plan and may, but
need not, require as a condition to any such agreement's or document's
effectiveness that such agreement or document be executed by the Participant,
including by electronic signature or other electronic indication of acceptance,
and that such Participant agree to such further terms and conditions as
specified in such agreement or document. The grant of an Award under this Plan
shall not confer any rights upon the Participant holding such Award other than
such terms, and subject to such conditions, as are specified in this Plan as
being applicable to such type of Award (or to all Awards) or as are expressly
set forth in the agreement or other document evidencing such Award.

     15.7 No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Subsidiary or Affiliate from adopting or
continuing in effect other compensation arrangements, which may, but need not,
provide for the grant of Options, Restricted Shares, Restricted Share Units,
Other Stock-Based Awards or other types of Awards provided for hereunder.

     15.8 No Right to Employment. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any Subsidiary or Affiliate. Further, the Company or a Subsidiary or Affiliate
may at any time dismiss a Participant from employment, free from any liability
or any claim under the Plan, unless otherwise expressly provided in an Award
Agreement.

     15.9 No Rights as Stockholder. Subject to the provisions of the Plan and
the applicable Award Agreement, no Participant or holder or beneficiary of any
Award shall have any rights as a stockholder with respect to any Shares to be
distributed under the Plan until such person has become a holder of such Shares.
Notwithstanding the foregoing, in connection with each grant of Restricted
Shares hereunder, the applicable Award Agreement shall specify if and to what
extent the Participant shall not be entitled to the rights of a stockholder in
respect of such Restricted Shares.

     15.10 Governing Law. The validity, construction and effect of the Plan and
any rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Delaware without giving
effect to conflicts of laws principles.

     15.11 Severability. If any provision of the Plan or any Award is, or
becomes, or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.

     15.12 Other Laws. The Committee may refuse to issue or transfer any Shares
or other consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation (including
applicable non-U.S. laws or regulations) or entitle the Company to recover the
same under Exchange Act Section 16(b), and any payment tendered to the Company
by a Participant, other holder or beneficiary in


                                       14

<PAGE>

connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.

     15.13 No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Subsidiary or Affiliate and a
Participant or any other Person. To the extent that any Person acquires a right
to receive payments from the Company or any Subsidiary or Affiliate pursuant to
an Award, such right shall be no greater than the right of any unsecured general
creditor of the Company or any Subsidiary or Affiliate.

     15.14 No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities or other property shall be paid or transferred in
lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated or otherwise eliminated.

     15.15 Headings. Headings are given to the sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

SECTION 16. TERM OF THE PLAN.

     16.1 Effective Date. The Plan shall be effective as of [DATE OF IPO], 2006
provided it has been approved by the Board and by the Company's stockholders.

     16.2 Expiration Date. No new Awards shall be granted under the Plan after
the tenth anniversary of the Effective Date. Unless otherwise expressly provided
in the Plan or in an applicable Award Agreement, any Award granted hereunder
may, and the authority of the Board or the Committee to amend, alter, adjust,
suspend, discontinue or terminate any such Award or to waive any conditions or
rights under any such Award shall, continue after the tenth anniversary of the
Effective Date.


                                       15