<PAGE>
                                                                     EXHIBIT 4.1


ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
================================================================================






           ADVANCEPCS AMENDED AND RESTATED DEFERRED COMPENSATION PLAN








                            EFFECTIVE AUGUST 1, 2002


















                               COPYRIGHT (C) 2002
            BY CLARK/BARDES CONSULTING - COMPENSATION RESOURCE GROUP,
                   A DIVISION OF CLARK/BARDES CONSULTING, INC.
                               ALL RIGHTS RESERVED



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ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
================================================================================

                                TABLE OF CONTENTS
<Table>
<Caption>
                                                                                                                  PAGE
<S>                 <C>                                                                                           <C>
ARTICLE 1           DEFINITIONS....................................................................................1


ARTICLE 2           SELECTION, ENROLLMENT, ELIGIBILITY.............................................................7

           2.1      SELECTION BY COMMITTEE.........................................................................7
           2.2      ENROLLMENT REQUIREMENTS........................................................................7
           2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION.....................................................7
           2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS..................................................8

ARTICLE 3           DEFERRAL COMMITMENTS/COMPANY DISCRETIONARY CONTRIBUTION AMOUNTS/COMPANY RESTORATION
                    MATCHING AMOUNTS/STOCK OPTION GAIN AMOUNTS/ VESTING/CREDITING/TAXES............................8

           3.1      MINIMUM DEFERRALS..............................................................................8
           3.2      MAXIMUM DEFERRAL...............................................................................9
           3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM....................................................10
           3.4      WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS..........................................10
           3.5      ROLLOVER AMOUNT...............................................................................11
           3.6      ANNUAL COMPANY DISCRETIONARY CONTRIBUTION AMOUNT..............................................11
           3.7      ANNUAL COMPANY RESTORATION MATCHING AMOUNT....................................................11
           3.8      ANNUAL STOCK OPTION GAIN AMOUNT...............................................................12
           3.9      VESTING.......................................................................................12
           3.10     CREDITING/DEBITING OF ACCOUNT BALANCES........................................................12
           3.11     FICA AND OTHER TAXES..........................................................................14

ARTICLE 4           DEDUCTION LIMITATION..........................................................................15

           4.1      DEDUCTION LIMITATION ON BENEFIT PAYMENTS......................................................15

ARTICLE 5           SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION...................15

           5.1      SHORT-TERM PAYOUT.............................................................................15
           5.2      OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM................................................16
           5.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.........................16
           5.4      WITHDRAWAL ELECTION...........................................................................17

ARTICLE 6           RETIREMENT BENEFIT............................................................................17

           6.1      RETIREMENT BENEFIT............................................................................17
           6.2      PAYMENT OF RETIREMENT BENEFIT.................................................................17
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ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
================================================================================

<Table>
<S>                 <C>                                                                                           <C>
ARTICLE 7           TERMINATION BENEFIT...........................................................................18

           7.1      TERMINATION BENEFIT...........................................................................18
           7.2      PAYMENT OF TERMINATION BENEFIT................................................................18

ARTICLE 8           DISABILITY WAIVER AND BENEFIT.................................................................18

           8.1      DISABILITY WAIVER.............................................................................18
           8.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT.....................................................19

ARTICLE 9           SURVIVOR BENEFIT..............................................................................19

           9.1      SURVIVOR BENEFIT..............................................................................19
           9.2      PAYMENT OF SURVIVOR BENEFIT...................................................................19

ARTICLE 10          BENEFICIARY DESIGNATION.......................................................................19

           10.1     BENEFICIARY...................................................................................19
           10.2     BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT..............................................20
           10.3     ACKNOWLEDGEMENT...............................................................................20
           10.4     NO BENEFICIARY DESIGNATION....................................................................20
           10.5     DOUBT AS TO BENEFICIARY.......................................................................20
           10.6     DISCHARGE OF OBLIGATIONS......................................................................20

ARTICLE 11          LEAVE OF ABSENCE..............................................................................20

           11.1     PAID LEAVE OF ABSENCE.........................................................................20
           11.2     UNPAID LEAVE OF ABSENCE.......................................................................20

ARTICLE 12          TERMINATION, AMENDMENT OR MODIFICATION........................................................21

           12.1     TERMINATION...................................................................................21
           12.2     AMENDMENT.....................................................................................21
           12.3     PLAN AGREEMENT................................................................................22
           12.4     EFFECT OF PAYMENT.............................................................................22

ARTICLE 13          ADMINISTRATION................................................................................22

           13.1     COMMITTEE DUTIES..............................................................................22
           13.2     ADMINISTRATION UPON CHANGE IN CONTROL.........................................................22
           13.3     AGENTS........................................................................................23
           13.4     BINDING EFFECT OF DECISIONS...................................................................23
           13.5     INDEMNITY OF COMMITTEE........................................................................23
           13.6     EMPLOYER INFORMATION..........................................................................23

ARTICLE 14          OTHER BENEFITS AND AGREEMENTS.................................................................23
</Table>



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ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
================================================================================

<Table>
<S>                 <C>                                                                                          <C>
           14.1     COORDINATION WITH OTHER BENEFITS..............................................................23

ARTICLE 15          CLAIMS PROCEDURES.............................................................................24

           15.1     PRESENTATION OF CLAIM.........................................................................24
           15.2     NOTIFICATION OF DECISION......................................................................24
           15.3     REVIEW OF A DENIED CLAIM......................................................................24
           15.4     DECISION ON REVIEW............................................................................25
           15.5     LEGAL ACTION..................................................................................25

ARTICLE 16          TRUST.........................................................................................25

           16.1     ESTABLISHMENT OF THE TRUST....................................................................25
           16.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST...................................................25
           16.3     DISTRIBUTIONS FROM THE TRUST..................................................................25

ARTICLE 17          MISCELLANEOUS.................................................................................26

           17.1     STATUS OF PLAN................................................................................26
           17.2     UNSECURED GENERAL CREDITOR....................................................................26
           17.3     EMPLOYER'S LIABILITY..........................................................................26
           17.4     NONASSIGNABILITY..............................................................................26
           17.5     NOT A CONTRACT OF EMPLOYMENT..................................................................26
           17.6     FURNISHING INFORMATION........................................................................26
           17.7     TERMS.........................................................................................27
           17.8     CAPTIONS......................................................................................27
           17.9     GOVERNING LAW.................................................................................27
           17.10    NOTICE........................................................................................27
           17.11    SUCCESSORS....................................................................................27
           17.12    SPOUSE'S INTEREST.............................................................................27
           17.13    VALIDITY......................................................................................27
           17.14    INCOMPETENT...................................................................................27
           17.15    COURT ORDER...................................................................................28
           17.16    DISTRIBUTION IN THE EVENT OF TAXATION.........................................................28
           17.17    INSURANCE.....................................................................................28
</Table>



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ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
================================================================================

                                   ADVANCEPCS
                              AMENDED AND RESTATED
                           DEFERRED COMPENSATION PLAN
                            Effective August 1, 2002

                                     PURPOSE

         The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees and non-employee Directors
who contribute materially to the continued growth, development and future
business success of AdvancePCS, a Delaware corporation, and its subsidiaries, if
any, that sponsor this Plan. As described in the State Taxation of Pension
Income Act of 1995, this Plan is maintained solely for the purpose of providing
retirement benefits for Participants in excess of certain statutory limitations.
This Plan shall be unfunded for tax purposes and for purposes of Title I of
ERISA. This Amended and Restated Deferred Compensation Plan supersedes in its
entirety the PCS Health Systems, Inc. Deferred Compensation Plan (hereinafter,
the "Predecessor Plan") for any and all participants in the Predecessor Plan who
are actively employed by any Employer as of the effective date of this Plan;
provided, however, that all other participants in the Predecessor Plan will
continue to be participants in such Predecessor Plan and will have no rights
under this Plan. Any and all balances accrued by such actively employed
participants under the Predecessor Plan shall be subject to the terms and
conditions of this Plan and shall be referred to as the "Rollover Amount."


                                    ARTICLE 1
                                   DEFINITIONS

         For the purposes of this Plan, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, a credit
         on the records of the Employer equal to the sum of (i) the Deferral
         Account balance, (ii) the Company Discretionary Contribution Account
         balance, (iii) the Company Restoration Matching Account balance, and
         (iv) the Stock Option Gain Account balance. The Account Balance, and
         each other specified account balance, shall be a bookkeeping entry only
         and shall be utilized solely as a device for the measurement and
         determination of the amounts to be paid to a Participant, or his or her
         designated Beneficiary, pursuant to this Plan.

1.2      "Annual Bonus" shall mean any compensation, in addition to Base Annual
         Salary, Commissions, Performance Awards and long-term incentive plan
         amounts, payable to a Participant during a Plan Year, whether or not
         included on the Federal Income Tax Form W-2 for such calendar year,
         under any Employer's annual bonus and cash incentive plans, excluding
         stock options.

1.3      "Annual Company Discretionary Contribution Amount" shall mean, for any
         one Plan Year, the amount determined in accordance with Section 3.6.

1.4      "Annual Company Restoration Matching Amount" for any one Plan Year
         shall be the amount determined in accordance with Section 3.7.




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ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
================================================================================

1.5      "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Annual Salary, Annual Bonus, Commissions, Director Fees and
         Performance Awards that a Participant defers in accordance with Article
         3 for any one Plan Year. In the event of a Participant's Retirement,
         Disability (if deferrals cease in accordance with Section 8.1), death
         or a Termination of Employment prior to the end of a Plan Year, such
         year's Annual Deferral Amount shall be the actual amount withheld prior
         to such event.

1.6      "Annual Installment Method" shall be, with respect to the payment of a
         Participant's Retirement Benefit, an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: (i) for the first annual installment, as
         applicable, (a) the vested Account Balance of the Participant
         calculated as of the close of business on or around the date on which
         the Participant Retires, as determined by the Committee in its sole
         discretion, or (b) the vested Account Balance of the Participant
         calculated as of the close of business on or around the last business
         day of the Plan Year in which the Participant Retires, as determined by
         the Committee in its sole discretion, and (ii) for remaining annual
         installments, as applicable, (a) the vested Account Balance of the
         Participant shall be calculated on every applicable anniversary of the
         date on which the Participant Retires, or (b) the vested Account
         Balance of the Participant shall be calculated on every applicable
         anniversary of the last business day of the Plan Year in which the
         Participant Retires. Each annual installment shall be calculated by
         multiplying this balance by a fraction, the numerator of which is one
         and the denominator of which is the remaining number of annual payments
         due the Participant. By way of example, if the Participant elects a ten
         (10) year Annual Installment Method, the first payment shall be 1/10 of
         the vested Account Balance, calculated as described in this definition.
         The following year, the payment shall be 1/9 of the vested Account
         Balance, calculated as described in this definition. Shares of Stock
         that shall be distributable from the portion of the Participant's
         Account Balance allocated to the AdvancePCS Stock Option Gain Deferral
         Fund shall be distributable in shares of actual Stock in the same
         manner previously described. However, the Committee may, in its sole
         discretion, adjust the annual installments in order to distribute whole
         shares of actual Stock.

         "Annual Installment Method" shall be, with respect to a Short-Term
         Payout, an annual installment payment over the number of years selected
         by the Participant in accordance with this Plan, calculated as follows:
         (i) for the first annual installment, all or any applicable portion of
         the Annual Deferral Amount, plus amounts credited or debited thereon in
         accordance with this Plan, calculated as of the close of business on or
         around the last business day preceding the Short-Term Payout date
         selected by the Participant pursuant to Section 5.1, as determined by
         the Committee in its sole discretion, and (ii) for remaining annual
         installments, all or any applicable portion of the Annual Deferral
         Amount, plus amounts credited or debited thereon in accordance with
         this Plan, calculated on every applicable anniversary of the last
         business day preceding the Short-Term Payout date selected by the
         Participant.

1.7      "Annual Stock Option Gain Amount" shall mean, with respect to a
         Participant for any one Plan Year, the portion of Qualifying Gains
         deferred with respect to an Eligible Stock Option exercise, in
         accordance with Section 3.8 of this Plan. In the event of a
         Participant's Retirement, Disability (if deferrals cease in accordance
         with Section 8.1), death or a Termination of Employment prior to the
         end of a Plan Year, such year's Annual Stock Option Gain Amount shall
         be the actual amount withheld prior to such event.




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ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
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1.8      "Base Annual Salary" shall mean the annual cash compensation relating
         to services performed during any calendar year, whether or not paid in
         such calendar year or included on the Federal Income Tax Form W-2 for
         such calendar year, excluding bonuses, commissions, overtime, fringe
         benefits, stock options, relocation expenses, incentive payments,
         non-monetary awards, director fees and other fees, and automobile and
         other allowances paid to a Participant for employment services rendered
         (whether or not such allowances are included in the Employee's gross
         income). Base Annual Salary shall be calculated before reduction for
         compensation voluntarily deferred or contributed by the Participant
         pursuant to all qualified or non-qualified plans of any Employer and
         shall be calculated to include amounts not otherwise included in the
         Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
         or 403(b) pursuant to plans established by any Employer; provided,
         however, that all such amounts will be included in compensation only to
         the extent that had there been no such plan, the amount would have been
         payable in cash to the Employee.

1.9      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 10, that are entitled
         to receive benefits under this Plan upon the death of a Participant.

1.10     "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.11     "Board" shall mean the board of directors of the Company.

1.12     "Change in Control" shall be deemed to occur upon consummation of:

         (a)      a sale of substantially all of the Company's common stock,

         (b)      a sale of substantially all of the assets of the Company, or

         (c)      a merger in which the Company is not to be the surviving
                  corporation, excluding for purposes of this clause any
                  transaction between the Company and any affiliate of the
                  Company.

1.13     "Claimant" shall have the meaning set forth in Section 15.1.

1.14     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time to time.

1.15     "Commissions" shall mean the cash commissions or sales overrides
         payable to a Participant by any Employer for services rendered during a
         Plan Year, excluding Annual Bonus, Performance Awards, long-term
         incentive plan amounts or other additional incentives or awards payable
         to the Participant.

1.16     "Committee" shall mean the committee described in Article 13.

1.17     "Company" shall mean AdvancePCS, a Delaware corporation, and any
         successor to all or substantially all of the Company's assets or
         business.

1.18     "Company Discretionary Contribution Account" shall mean (i) the sum of
         all of the Participant's Annual Company Discretionary Contribution
         Amounts, plus (ii) amounts credited or debited in accordance with all
         the applicable crediting and debiting provisions of this Plan that
         relate to the



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ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
================================================================================

         Participant's Company Discretionary Contribution Account, less (iii)
         all distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to the Participant's Company
         Discretionary Contribution Account.

1.19     "Company Restoration Matching Account" shall mean (i) the sum of all of
         a Participant's Annual Company Restoration Matching Amounts, plus (ii)
         amounts credited or debited in accordance with all the applicable
         crediting and debiting provisions of this Plan that relate to the
         Participant's Company Restoration Matching Account, less (iii) all
         distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to the Participant's Company
         Restoration Matching Account.

1.20     "Crediting Rate" shall mean, for each Plan Year, an interest rate that
         is two percent (2%) above the prime rate of interest charged by Chase
         Manhattan Bank, New York, New York (the "Bank") on loans made on the
         immediately preceding December 15 or, if the Bank was closed on
         December 15, the last day preceding December 15 on which the Bank was
         open for business, as determined by the Committee, in its sole
         discretion, and communicated to Participants, prior to the beginning of
         each Plan Year.

1.21     "Deduction Limitation" shall mean the limitation on a benefit that may
         otherwise be distributable pursuant to the provisions of this Plan, as
         set forth in Article 4.

1.22     "Deferral Account" shall mean (i) that portion of a Participant's
         Rollover Amount which is represented by the Participant's aggregate
         deferral contributions described in Section 3.1(b) of the Predecessor
         Plan, as well as any appreciation (or depreciation) specifically
         attributable to such deferral contributions accumulated under the
         Predecessor Plan, plus (ii) the sum of all of a Participant's Annual
         Deferral Amounts, plus (iii) amounts credited or debited in accordance
         with all the applicable crediting and debiting provisions of this Plan
         that relate to the Participant's Deferral Account, less (iv) all
         distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to his or her Deferral Account.

1.23     "Director" shall mean any member of the board of directors of the
         Company.

1.24     "Director Fees" shall mean the annual fees paid by the Company,
         including meetings fees, as compensation for serving on the board of
         directors.

1.25     "Disability" shall mean (i) a period of disability during which a
         Participant qualifies for permanent disability benefits under the
         Participant's Employer's long-term disability plan, or (ii) if a
         Participant does not participate in such a plan, or if the
         Participant's Employer does not sponsor such a plan or discontinues its
         sponsorship of such a plan, a period of disability during which the
         Participant is determined to be totally and permanently disabled by the
         Social Security Administration.

1.26     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.27     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.28     "Eligible Stock Option" shall mean one or more non-qualified stock
         option(s) selected by the Committee in its sole discretion and
         exercisable under a plan or arrangement of AdvancePCS or any Employer
         permitting a Participant under this Plan to defer gain with respect to
         such option.



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Amended and Restated Deferred Compensation Plan
Master Plan Document
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1.29     "Employee" shall mean a person who is an employee of any Employer.

1.30     "Employer(s)" shall mean the Company and/or any of its subsidiaries
         (now in existence or hereafter formed or acquired) that have been
         selected by the Board to participate in the Plan and have adopted the
         Plan as a sponsor.

1.31     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.32     "First Plan Year" shall mean the period beginning August 1, 2002 and
         ending December 31, 2002.

1.33     "401(k) Plan" shall be that certain AdvancePCS Employees Savings Plan,
         as amended from time to time by the Company.

1.34     "Participant" shall mean any Employee or Director (i) who is selected
         to participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant in the Plan or have an account balance under
         the Plan, even if he or she has an interest in the Participant's
         benefits under the Plan as a result of applicable law or property
         settlements resulting from legal separation or divorce.

1.35     "Performance Award" shall mean any cash compensation, in addition to
         Base Annual Salary, Annual Bonus and Commissions, payable during the
         Plan Year to a Participant as an Employee under any Employer's
         performance award plan or cash incentive plan, excluding stock options,
         which the Committee, in its sole discretion, determines to be eligible
         for deferral under this Plan.

1.36     "Plan" shall mean the AdvancePCS Amended and Restated Deferred
         Compensation Plan, which shall be evidenced by this instrument and by
         each Plan Agreement, as they may be amended from time to time.

1.37     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Each Plan Agreement executed by a Participant and the
         Participant's Employer shall provide for the entire benefit to which
         such Participant is entitled under the Plan; should there be more than
         one Plan Agreement, the Plan Agreement bearing the latest date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such entitlement. The terms of any
         Plan Agreement may be different for any Participant, and any Plan
         Agreement may provide additional benefits not set forth in the Plan or
         limit the benefits otherwise provided under the Plan; provided,
         however, that any such additional benefits or benefit limitations must
         be agreed to by both the Employer and the Participant.

1.38     "Plan Year" shall, except for the First Plan Year, mean a period
         beginning on January 1 of each calendar year and continuing through
         December 31 of such calendar year.

1.39     "Qualifying Gain" shall mean the incremental value inuring to a
         Participant upon the exercise of an Eligible Stock Option, using a
         Stock-for-Stock payment method, during any Plan Year. For purposes of
         this section, the phrase "Stock-for-Stock payment method" shall, in all
         events, be



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ADVANCEPCS
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         limited to the Participant's delivery of a properly executed statement
         in which he or she attests to ownership of the number of shares
         required to exercise the Eligible Stock Option, rather than actual
         delivery of such shares. Such incremental value shall be deliverable to
         the Participant in the form of additional shares of Stock and shall be
         computed as follows: (i) the total fair market value of the shares of
         Stock held/acquired as a result of the exercise of an Eligible Stock
         Option using a Stock-for-Stock payment method, minus (ii) the total
         exercise price. For example, assume a Participant elects to exercise an
         Eligible Stock Option to purchase 1,000 shares of Stock at an exercise
         price of $20 per share (i.e., a total exercise price of $20,000), when
         the Stock has a current fair market value of $25 per share (i.e., a
         total current fair market value of $25,000) and elects to defer one
         hundred (100) percent of the Qualifying Gain (i.e., $5,000). Using the
         Stock-for-Stock payment method, the Participant would deliver a
         properly executed statement attesting to ownership of 800 shares of
         Stock (worth $20,000 at exercise) to exercise the Eligible Stock Option
         and would be deemed to receive, in return, such 800 shares of Stock
         (worth $20,000 at exercise) plus a Qualifying Gain, in the form of an
         unfunded and unsecured promise by the Company for 200 additional shares
         of Stock in the future (worth $5,000 at exercise). The number of
         additional shares of Stock deliverable to the Participant in the future
         as a result of the Qualifying Gain shall be fixed and determined as of
         the date of the exercise of the Eligible Stock Option using the closing
         price of the Stock as of the end of the business day closest to the
         date of such exercise.

1.40     "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance from employment from all Employers for any reason
         other than a leave of absence, death or Disability on or after the
         earlier of the attainment of (a) age sixty-five (65) or (b) age
         fifty-five (55) with ten (10) Years of Service; and shall mean with
         respect to a Director who is not an Employee, severance of his or her
         directorships with all Employers on or after the later of (y) the
         attainment of age seventy (70), or (z) in the sole discretion of the
         Committee, an age later than age seventy (70). If a Participant is both
         an Employee and a Director, Retirement shall not occur until he or she
         Retires as both an Employee and a Director, which Retirement shall be
         deemed to be a Retirement as a Director; provided, however, that such a
         Participant may elect, at least three years prior to Retirement and in
         accordance with the policies and procedures established by the
         Committee, to Retire for purposes of this Plan at the time he or she
         Retires as an Employee, which Retirement shall be deemed to be a
         Retirement as an Employee.

1.41     "Retirement Benefit" shall mean the benefit set forth in Article 6.

1.42     "Rollover Amount" shall mean the amount determined in accordance with
         Section 3.5.

1.43     "Short-Term Payout" shall mean the payout set forth in Section 5.1.

1.44     "Stock" shall mean AdvancePCS common stock, $0.01 par value, or any
         other equity securities of the Company designated by the Committee.

1.45     "Stock Option Gain Account" shall mean the aggregate value, measured on
         any given date, of (i) the number of shares of Stock deferred by a
         Participant as a result of all Annual Stock Option Gain Amounts, less
         (ii) the number of such shares of Stock previously distributed to the
         Participant or his or her Beneficiary pursuant to this Plan. This
         portion of the Participant's Account Balance shall only be
         distributable in actual shares of Stock.



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ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
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1.46     "Survivor Benefit" shall mean the benefit set forth in Article 9.

1.47     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.48     "Termination of Employment" shall mean the severing of employment with
         all Employers, or service as a Director of all Employers, voluntarily
         or involuntarily, for any reason other than Retirement, Disability,
         death or an authorized leave of absence. If a Participant is both an
         Employee and a Director, a Termination of Employment shall occur only
         upon the termination of the last position held; provided, however, that
         such a Participant may elect, at least three years before Termination
         of Employment and in accordance with the policies and procedures
         established by the Committee, to be treated for purposes of this Plan
         as having experienced a Termination of Employment at the time he or she
         ceases employment with an Employer as an Employee.

1.49     "Trust" shall mean one or more trusts established pursuant to that
         certain Master Trust Agreement, dated as of ________, 2002 between the
         Company and the trustee named therein, as amended from time to time.

1.50     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

1.51     "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by one or more Employers. For purposes of
         this definition, a year of employment shall be a 365 day period (or 366
         day period in the case of a leap year) that, for the first year of
         employment, commences on the Employee's date of hiring and that, for
         any subsequent year, commences on an anniversary of that hiring date.
         The Committee shall make a determination as to whether any partial year
         of employment shall be counted as a Year of Service.


                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1      SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
         select group of management and highly compensated Employees and
         Directors of the Employer, as determined by the Committee in its sole
         discretion. From that group, the Committee shall select, in its sole
         discretion, Employees and Directors to participate in the Plan.

2.2      ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
         Employee or Director shall complete, execute and return to the
         Committee a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, all within thirty (30) days after he or she is
         selected to participate in the Plan. In addition, the Committee shall
         establish from time to time such other enrollment requirements as it
         determines in its sole discretion are necessary.

2.3      ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
         Director selected to participate in the Plan has met all enrollment
         requirements set forth in this Plan and required by



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         the Committee, including returning all required documents to the
         Committee within the specified time period, that Employee or Director
         shall commence participation in the Plan on the first day of the month
         following the month in which the Employee or Director completes all
         enrollment requirements. If an Employee or a Director fails to meet all
         such requirements within the period required, in accordance with
         Section 2.2, that Employee or Director shall not be eligible to
         participate in the Plan until the first day of the Plan Year following
         the delivery to and acceptance by the Committee of the required
         documents.

2.4      TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, (ii) prevent the
         Participant from making future deferral elections and/or (iii)
         immediately distribute the Participant's then vested Account Balance as
         a Termination Benefit and terminate the Participant's participation in
         the Plan.


                                    ARTICLE 3
     DEFERRAL COMMITMENTS/COMPANY DISCRETIONARY CONTRIBUTION AMOUNTS/COMPANY
RESTORATION MATCHING AMOUNTS/ STOCK OPTION GAIN AMOUNTS/VESTING/CREDITING/TAXES

3.1      MINIMUM DEFERRALS.

         (a)      BASE ANNUAL SALARY, ANNUAL BONUS, COMMISSIONS, PERFORMANCE
                  AWARDS AND DIRECTOR FEES. For each Plan Year, a Participant
                  may elect to defer, as his or her Annual Deferral Amount, Base
                  Annual Salary, Annual Bonus, Commissions, Performance Awards
                  and/or Director Fees in the following minimum amounts for each
                  deferral elected:

<Table>
<Caption>
                              DEFERRAL                      MINIMUM AMOUNT
                     --------------------------      ---------------------------
<S>                                                  <C>
                     Base Annual Salary, Annual            $5,000 aggregate
                     Bonus, Commissions and/or
                     Performance Awards

                     Director Fees                                $0
                     --------------------------      ---------------------------
</Table>

                  If an election is made for less than the stated minimum
                  amounts, or if no election is made, the amount deferred shall
                  be zero.

         (b)      ANNUAL STOCK OPTION GAIN AMOUNT. For each Eligible Stock
                  Option, a Participant may elect to defer, as his or her Annual
                  Stock Option Gain Amount, the following minimum percentage of
                  Qualifying Gain with respect to exercise of the Eligible Stock
                  Option:



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<Table>
<Caption>
                            DEFERRAL                      MINIMUM PERCENTAGE
                     -----------------------         ---------------------------
<S>                                                  <C>
                        Qualifying Gain                           0%
</Table>


                  If no election is made, the amount deferred shall be zero.

         (c)      SHORT PLAN YEAR. Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, or in the case of the First Plan Year of the Plan
                  itself, the minimum Annual Deferral Amount shall be an amount
                  equal to the minimum set forth above, multiplied by a
                  fraction, the numerator of which is the number of complete
                  months remaining in the Plan Year and the denominator of which
                  is 12.

3.2      MAXIMUM DEFERRAL.

         (a)      BASE ANNUAL SALARY, ANNUAL BONUS, COMMISSIONS, PERFORMANCE
                  AWARDS AND DIRECTOR FEES. For each Plan Year, a Participant
                  may elect to defer, as his or her Annual Deferral Amount, Base
                  Annual Salary, Annual Bonus, Commissions, Performance Awards
                  and/or Director Fees up to the following maximum percentages
                  for each deferral elected:

<Table>
<Caption>
                           DEFERRAL                       MAXIMUM AMOUNT
                    ------------------------        ---------------------------
<S>                                                 <C>
                    Base Annual Salary                        100%
                    Annual Bonus                              100%
                    Commissions                               100%
                    Performance Awards                        100%
                    Director Fees                             100%
</Table>


         (b)      ANNUAL STOCK OPTION GAIN AMOUNT. For each Eligible Stock
                  Option, a Participant may elect to defer, as his or her Annual
                  Stock Option Gain Amount, Qualifying Gain up to the following
                  maximum percentage with respect to exercise of the Eligible
                  Stock Option:

<Table>
<Caption>
                           DEFERRAL                      MAXIMUM PERCENTAGE
                    -------------------------       ----------------------------
<S>                                                 <C>
                    Qualifying Gain                             100%
</Table>


                  Annual Stock Option Gain Amounts may also be limited by other
                  terms or conditions set forth in the stock option plan or
                  agreement under which such options are granted.

         (c)      SHORT PLAN YEAR. Notwithstanding the foregoing, if a
                  Participant first becomes a Participant after the first day of
                  a Plan Year, the maximum Annual Deferral Amount (i) with
                  respect to Base Annual Salary and Director Fees shall be
                  limited to the amount of compensation not yet earned by the
                  Participant as of the date the Participant submits a Plan
                  Agreement and Election Form to the Committee for acceptance,
                  and (ii) with respect to Annual Bonus, Performance Awards and
                  Commissions shall be limited to those amounts deemed eligible
                  for deferral, in the sole discretion of the Committee.



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3.3      ELECTION TO DEFER; EFFECT OF ELECTION FORM.

         (a)      FIRST PLAN YEAR. In connection with a Participant's
                  commencement of participation in the Plan, the Participant
                  shall make an irrevocable deferral election for the Plan Year
                  in which the Participant commences participation in the Plan,
                  along with such other elections as the Committee deems
                  necessary or desirable under the Plan. For these elections to
                  be valid, the Election Form must be completed and signed by
                  the Participant, timely delivered to the Committee (in
                  accordance with Section 2.2 above) and accepted by the
                  Committee.

         (b)      SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
                  irrevocable deferral election for that Plan Year, and such
                  other elections as the Committee deems necessary or desirable
                  under the Plan, shall be made by timely delivering to the
                  Committee, in accordance with its rules and procedures, before
                  the end of the Plan Year preceding the Plan Year for which the
                  election is made, a new Election Form. If no such Election
                  Form is timely delivered for a Plan Year, the Annual Deferral
                  Amount shall be zero for that Plan Year.

         (c)      STOCK OPTION GAIN DEFERRAL.

                  (i)      For an election to defer gain upon the exercise of an
                           Eligible Stock Option exercise to be valid: (i) a
                           separate Election Form must be completed and signed
                           by the Participant with respect to the Eligible Stock
                           Option; (ii) such election must be irrevocable; (iii)
                           the executed Election Form must be timely delivered
                           to the Committee or its designee at least six (6)
                           months prior to the date the Participant elects to
                           exercise the Eligible Stock Option; (iv) the
                           Participant must agree not to exercise the Eligible
                           Stock Option prior to six (6) months from the date
                           the executed, irrevocable Election Form is submitted
                           to the Committee or its designee; (v) the Eligible
                           Stock Option must be exercised using the
                           "Stock-for-Stock payment method"; and (vi) the Stock
                           constructively delivered by the Participant to
                           exercise the Eligible Stock Option must have been
                           owned by the Participant during the entire six (6)
                           month period prior to its delivery and/or otherwise
                           qualify the Eligible Stock Option for favorable
                           accounting treatment, as determined in the sole
                           discretion of the Committee.

                  (ii)     Notwithstanding any other provision of this Plan to
                           the contrary, (i) an Eligible Stock Option may be
                           exercised prior to the end of the six (6) month
                           period following the date on which the executed
                           Election Form is delivered to the Committee or its
                           designee, and (ii) the resulting Qualifying Gain will
                           not be deferred into this Plan, if (a) a Change in
                           Control occurs, or (b) the Participant Retires, dies
                           while an Employee or Director, or experiences a
                           Termination of Employment, and the Eligible Stock
                           Option would otherwise expire prior to the end of the
                           six (6) month period following the date on which the
                           executed Election Form was delivered to the Committee
                           or its designee.

3.4      WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS. For each Plan
         Year, the Base Annual Salary portion of the Annual Deferral Amount
         shall be withheld from each regularly



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         scheduled Base Annual Salary payroll in equal amounts, as adjusted from
         time to time for increases and decreases in Base Annual Salary. The
         Annual Bonus, Commissions, Performance Awards and/or Director Fees
         portion of the Annual Deferral Amount shall be withheld at the time the
         Annual Bonus, Commissions, Performance Awards or Director Fees are or
         otherwise would be paid to the Participant, whether or not this occurs
         during the Plan Year itself. Annual Deferral Amounts shall be credited
         to a Participant's Deferral Account at the time such amounts would
         otherwise have been paid to the Participant.

3.5      ROLLOVER AMOUNT. With respect to Participants who participated in the
         Predecessor Plan and who are active Employees as of the effective date
         of this Plan, an amount equal to their "account" as set forth in such
         Predecessor Plan, valued as of the effective date of this Plan, shall
         be the Rollover Amount. The Rollover Amount shall be comprised of
         elective deferrals accumulated pursuant to Section 3.1(b) of the
         Predecessor Plan, and shall retain their character as elective
         deferrals under this Plan. Such Rollover Amount shall be credited to
         the Participant's Deferral Account under this Plan on the effective
         date of this Plan and shall be subject to the terms and conditions of
         this Plan. Any Participant with a Rollover Amount shall have no right
         to demand distribution of such amounts other than as specifically
         provided for herein; provided, however, that any "in-service
         distribution" elections made by the Participant under the Predecessor
         Plan shall apply to the Rollover Amount under this Plan.

3.6      ANNUAL COMPANY DISCRETIONARY CONTRIBUTION AMOUNT.

         (a)      For each Plan Year, an Employer may be required to credit
                  amounts to a Participant's Company Discretionary Contribution
                  Account in accordance with employment or other agreements
                  entered into between the Participant and the Employer. Such
                  amounts shall be credited on the date or dates prescribed by
                  such agreements.

         (b)      For each Plan Year, an Employer, in its sole discretion, may,
                  but is not required to, credit any amount it desires to any
                  Participant's Company Discretionary Contribution Account under
                  this Plan, which amount shall be for that Participant the
                  Annual Company Discretionary Contribution Amount for that Plan
                  Year. The amount so credited to a Participant may be smaller
                  or larger than the amount credited to any other Participant,
                  and the amount credited to any Participant for a Plan Year may
                  be zero, even though one or more other Participants receive an
                  Annual Company Discretionary Contribution Amount for that Plan
                  Year. The Annual Company Discretionary Contribution Amount
                  described in this Section 3.6(b), if any, shall be credited as
                  of the date selected by the Committee, in its sole discretion.

3.7      ANNUAL COMPANY RESTORATION MATCHING AMOUNT. A Participant's Annual
         Company Restoration Matching Amount for any Plan Year shall be equal to
         (i) the "match" provided in the 401(k) Plan that the Company would have
         credited to the Participant on the amount of Base Annual Salary
         deferred into this Plan for such Plan Year had such Base Annual Salary
         deferral been contributed to the 401(k) Plan, to the extent allowable
         under the limitations applicable to the 401(k) Plan, reduced by (ii)
         the amount of the "match" the Company makes to the Participant during
         such Plan Year under the 401(k) Plan. The amount so credited to a
         Participant under this Plan shall be for that Participant the Annual
         Company Restoration Matching Amount for that Plan Year and shall be
         credited to the Participant's Company Restoration Matching Account on a
         date or dates to be determined by the Committee, in its sole
         discretion.



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3.8      ANNUAL STOCK OPTION GAIN AMOUNT. Subject to any terms and conditions
         imposed by the Committee, Participants may elect to defer, under the
         Plan, all or some portion of Qualifying Gains attributable to an
         Eligible Stock Option exercise, which amount shall be for that
         Participant the Annual Stock Option Gain Amount for that Plan Year. The
         portion of any Qualifying Gains shall be reflected on the books of the
         Company as an unfunded, unsecured promise to deliver to the Participant
         a specific number of actual shares of Stock in the future. Such shares
         of Stock would otherwise have been delivered to the Participant,
         pursuant to the Eligible Stock Option exercise, but for the
         Participant's election to defer.

3.9      VESTING.

         (a)      A Participant shall at all times be 100% vested in his or her
                  Deferral Account and Stock Option Gain Account.

         (b)      A Participant shall be vested in his or her Company
                  Discretionary Contribution Account in accordance with the
                  vesting schedule(s) set forth in his or her Plan Agreement,
                  employment agreement or any other agreement entered into
                  between the Participant and his or her Employer. If not
                  addressed in such agreements, a Participant shall vest in his
                  or her Company Discretionary Contribution Account in
                  accordance with the schedule declared by the Committee in its
                  sole discretion.

         (c)      A Participant shall be vested in his or her Company
                  Restoration Matching Account only to the extent that the
                  Participant would be vested in such amounts under the
                  provisions of the 401(k) Plan, as determined by the Committee
                  in its sole discretion.

         (d)      Notwithstanding anything to the contrary contained in this
                  Section 3.9, in the event of (i) the termination of the Plan
                  following a Change in Control, or (ii) the involuntary
                  termination of a Participant's employment following a Change
                  in Control, a Participant's Company Discretionary Contribution
                  Account shall immediately become 100% vested (if it is not
                  already vested in accordance with the above vesting
                  schedules).

3.10     CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
         to, the rules and procedures that are established from time to time by
         the Committee, in its sole discretion, amounts shall be credited or
         debited to a Participant's Account Balance in accordance with the
         following rules:

         (a)      MEASUREMENT FUNDS. Subject to the restrictions found in
                  Sections 3.10(c) and 3.10(d) below, the Participant may elect
                  one or more of the measurement funds selected by the
                  Committee, in its sole discretion, which are based on certain
                  mutual funds (the "Measurement Funds"), for the purpose of
                  crediting or debiting additional amounts to his or her Account
                  Balance. As necessary, the Committee may, in its sole
                  discretion, discontinue, substitute or add a Measurement Fund.
                  Each such action will take effect as of the first day of the
                  first calendar quarter that begins at least thirty (30) days
                  after the day on which the Committee gives Participants
                  advance written notice of such change.



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         (b)      ELECTION OF MEASUREMENT FUNDS. Subject to the restrictions
                  found in Sections 3.10(c) and 3.10(d) below, a Participant, in
                  connection with his or her initial deferral election in
                  accordance with Section 3.3(a) above, shall elect, on the
                  Election Form, one or more Measurement Fund(s) (as described
                  in Section 3.10(a) above) to be used to determine the amounts
                  to be credited or debited to his or her Account Balance. If a
                  Participant does not elect any of the Measurement Funds as
                  described in the previous sentence, the Participant's Account
                  Balance shall be allocated as follows: (i) the portion
                  attributable to the Participant's Rollover Amount, if any,
                  shall automatically be allocated to the Interest Crediting
                  Measurement Fund, and (ii) the remainder of the Account
                  Balance shall automatically be allocated into the lowest-risk
                  Measurement Fund, as determined by the Committee, in its sole
                  discretion. Subject to the restrictions found in Sections
                  3.10(c) and 3.10(d) below, the Participant may (but is not
                  required to) elect, by submitting an Election Form to the
                  Committee that is accepted by the Committee, to add or delete
                  one or more Measurement Fund(s) to be used to determine the
                  amounts to be credited or debited to his or her Account
                  Balance, or to change the portion of his or her Account
                  Balance allocated to each previously or newly elected
                  Measurement Fund. If an election is made in accordance with
                  the previous sentence, it shall apply as of the first business
                  day deemed reasonably practicable by the Committee, in its
                  sole discretion, and shall continue thereafter for each
                  subsequent day in which the Participant participates in the
                  Plan, unless changed in accordance with the previous sentence.

         (c)      INTEREST CREDITING MEASUREMENT FUND. The portion of a
                  Participant's Account Balance which is attributable to the
                  Rollover Amount shall automatically be allocated to the
                  Interest Crediting Measurement Fund. Participants may
                  re-allocate such portion of their Account Balance to any other
                  Measurement Fund, at any time. Once an amount has been
                  re-allocated to another Measurement Fund, a Participant may
                  not re-allocate such amount to the Interest Crediting
                  Measurement Fund in the future. The rate of interest credited
                  on amounts allocated to the Interest Crediting Measurement
                  Fund shall be the Crediting Rate and such interest shall be
                  credited and compounded on a daily basis to a Participant's
                  Account Balance. No other portion of the Participant's Account
                  Balance can be either initially allocated or re-allocated to
                  the Interest Crediting Measurement Fund.

         (d)      ADVANCEPCS STOCK OPTION GAIN DEFERRAL FUND. A Participant's
                  Stock Option Gain Account will be automatically allocated to
                  the AdvancePCS Stock Option Gain Deferral Fund Measurement
                  Fund. Participants may not select any other Measurement Fund
                  to be used to determine the amounts to be credited or debited
                  to their Stock Option Gain Account. Furthermore, no other
                  portion of the Participant's Account Balance can be either
                  initially allocated or re-allocated to the AdvancePCS Stock
                  Option Gain Deferral Fund. Amounts allocated to the AdvancePCS
                  Stock Option Gain Deferral Fund shall only be distributable in
                  actual shares of Stock.

         (e)      ADVANCEPCS STOCK FUND. Subject to the restrictions found in
                  Section 3.10(d) above, a Participant may allocate or
                  re-allocate any portion of his or her Account Balance to the
                  AdvancePCS Stock Fund. Participants may re-allocate any
                  portion of their Account Balance from the AdvancePCS Stock
                  Fund to any other Measurement Funds, at any time.



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         (f)      PROPORTIONATE ALLOCATION. In making any election described in
                  Section 3.10(b) above, the Participant shall specify on the
                  Election Form, in increments of one percent (1%), the
                  percentage of his or her Account Balance to be allocated to a
                  Measurement Fund (as if the Participant was making an
                  investment in that Measurement Fund with that portion of his
                  or her Account Balance).

         (g)      CREDITING OR DEBITING METHOD. The performance of each elected
                  Measurement Fund (either positive or negative) will be
                  determined by the Committee, in its reasonable discretion,
                  based on the performance of the Measurement Funds themselves.
                  A Participant's Account Balance shall be credited or debited
                  on a daily basis based on the performance of each Measurement
                  Fund selected by the Participant, such performance being
                  determined by the Committee in its sole discretion.

         (h)      NO ACTUAL INVESTMENT. Notwithstanding any other provision of
                  this Plan that may be interpreted to the contrary, the
                  Measurement Funds are to be used for measurement purposes
                  only, and a Participant's election of any such Measurement
                  Fund, the allocation to his or her Account Balance thereto,
                  the calculation of additional amounts and the crediting or
                  debiting of such amounts to a Participant's Account Balance
                  shall not be considered or construed in any manner as an
                  actual investment of his or her Account Balance in any such
                  Measurement Fund. In the event that the Company or the Trustee
                  (as that term is defined in the Trust), in its own discretion,
                  decides to invest funds in any or all of the investments on
                  which the Measurement Funds are based, no Participant shall
                  have any rights in or to such investments themselves. Without
                  limiting the foregoing, a Participant's Account Balance shall
                  at all times be a bookkeeping entry only and shall not
                  represent any investment made on his or her behalf by the
                  Company or the Trust; the Participant shall at all times
                  remain an unsecured creditor of the Company.

3.11     FICA AND OTHER TAXES.

         (a)      ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
                  Deferral Amount is being withheld from a Participant, the
                  Participant's Employer(s) shall withhold from that portion of
                  the Participant's Base Annual Salary, Annual Bonus,
                  Commissions and Performance Awards that are not being
                  deferred, in a manner determined by the Employer(s), the
                  Participant's share of FICA and other employment taxes on such
                  Annual Deferral Amount. If necessary, the Committee may reduce
                  the Annual Deferral Amount in order to comply with this
                  Section 3.11.

         (b)      COMPANY RESTORATION MATCHING ACCOUNT AND COMPANY DISCRETIONARY
                  CONTRIBUTION ACCOUNT. When a participant becomes vested in a
                  portion of his or her Company Restoration Matching Account or
                  Company Discretionary Contribution Account, the Participant's
                  Employer(s) shall withhold from the Participant's Base Annual
                  Salary, Annual Bonus, Commissions and/or Performance Awards
                  that are not deferred, in a manner determined by the
                  Employer(s), the Participant's share of FICA and other
                  employment taxes. If necessary, the Committee may reduce the
                  vested portion of the Participant's Company Restoration
                  Matching Account or Company Discretionary Contribution
                  Account, as applicable, in order to comply with this Section
                  3.11.



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         (c)      ANNUAL STOCK OPTION GAIN AMOUNTS. For each Plan Year in which
                  an Annual Stock Option Gain Amount is being first withheld
                  from a Participant, the Participant's Employer(s) shall
                  withhold from that portion of the Participant's Base Annual
                  Salary, Annual Bonus, Commissions, Performance Awards and
                  Qualifying Gains that are not being deferred, in a manner
                  determined by the Employer(s), the Participant's share of FICA
                  and other employment taxes on such Annual Stock Option Gain
                  Amount. If necessary, the Committee may reduce the Annual
                  Stock Option Gain Amount in order to comply with this Section
                  3.11.

         (d)      DISTRIBUTIONS. The Participant's Employer(s), or the trustee
                  of the Trust, shall withhold from any payments made to a
                  Participant under this Plan all federal, state and local
                  income, employment and other taxes required to be withheld by
                  the Employer(s), or the trustee of the Trust, in connection
                  with such payments, in amounts and in a manner to be
                  determined in the sole discretion of the Employer(s) and the
                  trustee of the Trust.


                                    ARTICLE 4
                              DEDUCTION LIMITATION

4.1      DEDUCTION LIMITATION ON BENEFIT PAYMENTS. If an Employer determines in
         good faith that there is a reasonable likelihood that any compensation
         paid to a Participant for a taxable year of the Employer would not be
         deductible by the Employer solely by reason of the limitation under
         Code Section 162(m), then to the extent deemed necessary by the
         Employer to ensure that the entire amount of any distribution to the
         Participant pursuant to this Plan is deductible, the Employer may defer
         all or any portion of a distribution under this Plan. Any amounts
         deferred pursuant to this limitation shall continue to be
         credited/debited with additional amounts in accordance with Section
         3.10 above, even if such amount is being paid out in installments. The
         amounts so deferred and amounts credited thereon shall be distributed
         to the Participant or his or her Beneficiary (in the event of the
         Participant's death) at the earliest possible date, as determined by
         the Employer in good faith, on which the deductibility of compensation
         paid or payable to the Participant for the taxable year of the Employer
         during which the distribution is made will not be limited by Section
         162(m), or if earlier, the effective date of a Change in Control.
         Notwithstanding anything to the contrary in this Plan, the Deduction
         Limitation shall not apply to any distributions made after a Change in
         Control.


                                    ARTICLE 5
             SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

5.1      SHORT-TERM PAYOUT. In connection with each election to defer an Annual
         Deferral Amount, a Participant may irrevocably elect to receive a
         future "Short-Term Payout" from the Plan with respect to all or a
         portion of such Annual Deferral Amount. The Participant shall elect on
         an Election Form to receive the Short-Term Payout (i) in a lump sum
         payment, or (ii) pursuant to an Annual Installment Method of up to ten
         (10) years. The Short-Term Payout amount shall be equal to the portion
         of the Annual Deferral Amount the Participant elected to have
         distributed as



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         a Short-Term Payout plus amounts credited or debited in the manner
         provided in Section 3.10 above on that amount, calculated as of the
         close of business on or around the date on which that the Short-Term
         Payout becomes payable, as determined by the Committee in its sole
         discretion. Subject to the other terms and conditions of this Plan,
         each Short-Term Payout elected shall be paid out, or installment
         payments shall commence, during a sixty (60) day period commencing
         immediately after the first day of any Plan Year designated by the
         Participant. The Plan Year designated by the Participant must be at
         least three Plan Years after the end of the Plan Year in which the
         Annual Deferral Amount is actually deferred. By way of example, if a
         three year Short-Term Payout is elected for Annual Deferral Amounts
         that are deferred in the Plan Year commencing January 1, 2003, the
         three year Short-Term Payout would become payable during a sixty (60)
         day period commencing January 1, 2007. A Participant may elect to
         change to an allowable alternative payout period (e.g., lump sum or
         annual installments of up to 10 years) or an allowable alternative
         payout date in accordance with this Section 5.1 by submitting a new
         Election Form to the Committee, subject to the following:

         a.       Such Election Form must be submitted to and accepted by the
                  Committee in its sole discretion at least one year prior to
                  both the Participant's existing Short-Term Payout date and the
                  revised Short-Term Payout date, if applicable.

         b.       The revised Short-Term Payout date must be at least three Plan
                  Years after the end of the Plan Year in which the Annual
                  Deferral Amount was originally deferred.

5.2      OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
         that triggers a benefit under Article 6, 7, 8 or 9, any Annual Deferral
         Amount, plus amounts credited or debited thereon, that is subject to a
         Short-Term Payout election under Section 5.1 shall not be paid in
         accordance with Section 5.1 but shall be paid in accordance with the
         other applicable Article.

5.3      WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
         If the Participant experiences an Unforeseeable Financial Emergency,
         the Participant may petition the Committee (i) to suspend any deferrals
         required to be made by such Participant or (ii) to suspend any
         deferrals required to be made by such Participant and receive a partial
         or full payout from the Plan. The payout shall not exceed the lesser of
         the Participant's vested Account Balance, excluding the portion of the
         Account Balance allocated to the AdvancePCS Stock Option Gain Deferral
         Fund, calculated as if such Participant were receiving a Termination
         Benefit, or the amount reasonably needed to satisfy the Unforeseeable
         Financial Emergency. A Participant may not receive a payout from the
         Plan to the extent that the Unforeseeable Financial Emergency is or may
         be relieved (i) through reimbursement or compensation by insurance or
         otherwise, (ii) by liquidation of the Participant's assets, to the
         extent the liquidation of such assets would not itself cause severe
         financial hardship or (iii) by suspension of deferrals under this Plan.
         If the Committee, in its sole discretion, approves a Participant's
         petition for suspension, the Participant's deferrals under this Plan
         shall be suspended as of the date of such approval. If the Committee,
         in its sole discretion, approves a Participant's petition for
         suspension and payout, the Participant's deferrals under this Plan
         shall be suspended as of the date of such approval and the Participant
         shall receive a payout from the Plan within sixty (60) days of the date
         of such approval.



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5.4      WITHDRAWAL ELECTION. A Participant may elect, at any time, to withdraw
         all or a portion of his or her vested Account Balance, excluding the
         portion of the Account Balance allocated to the AdvancePCS Stock Option
         Gain Deferral Fund. For purposes of this Section 5.4, the value of a
         Participant's vested Account Balance shall be calculated as of the
         close of business on or around the date on which receipt of the
         Participant's election is acknowledged by the Committee, as determined
         by the Committee in its sole discretion, less a withdrawal penalty
         equal to (i) 10% of the amount withdrawn if the Participant is actively
         employed by the Company at the time of such election, or (ii) 5% of the
         amount withdrawn if the Participant is Retired from the Company at the
         time of such election. The net amount paid to the Participant shall be
         referred to as the "Withdrawal Amount". This election can be made at
         any time, before or after Retirement or Disability, and whether or not
         the Participant is in the process of being paid pursuant to an
         installment payment schedule. The Participant shall make this election
         by giving the Committee advance written notice of the election in a
         form determined from time to time by the Committee. The Participant
         shall be paid the Withdrawal Amount within sixty (60) days of his or
         her election. Once the Withdrawal Amount is paid, an active
         Participant's participation in the Plan shall be suspended for the
         remainder of the Plan Year in which the withdrawal is elected and for
         one (1) full Plan Year thereafter.


                                    ARTICLE 6
                               RETIREMENT BENEFIT

6.1      RETIREMENT BENEFIT. A Participant who Retires shall receive, as a
         Retirement Benefit, his or her vested Account Balance, calculated, in
         accordance with the Participant's election, as of the close of business
         on or around (i) the date on which the Participant Retires, as
         determined by the Committee in its sole discretion, or (ii) the last
         business day of the Plan Year in which the Participant Retires, as
         determined by the Committee in its sole discretion.

6.2      PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
         her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to an Annual Installment Method of 5, 10 or 15 years. The lump
         sum payment shall be made, or installment payments shall commence, no
         later than (i) sixty (60) days after Retirement, or (ii) sixty (60)
         days after the last day of the Plan Year in which the Participant
         Retires, as elected by the Participant in advance. Remaining
         installments, if any, shall be paid no later than sixty (60) days after
         each anniversary of either (i) the date on which the Participant
         Retires, or (ii) the last day of the Plan Year in which the Participant
         Retires, as applicable. The Participant may change his or her election
         to an allowable alternative payout period or an allowable alternative
         payout date by submitting a new Election Form to the Committee,
         provided that any such Election Form is submitted to and accepted by
         the Committee in its sole discretion at least one year prior to the
         Participant's Retirement. The Election Form most recently accepted by
         the Committee shall govern the form and timing of the payout of the
         Retirement Benefit. If a Participant does not make any election with
         respect to the form and/or timing of the payment of the Retirement
         Benefit, the Retirement Benefit shall be paid in a lump sum no later
         than sixty (60) days after Retirement.



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                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1      TERMINATION BENEFIT. A Participant who experiences a Termination of
         Employment shall receive a Termination Benefit, which shall be equal to
         the Participant's vested Account Balance, calculated, in accordance
         with the Participant's election, as of the close of business on or
         around (i) the date on which the Participant experiences a Termination
         of Employment, as determined by the Committee in its sole discretion,
         or (ii) the last day of the Plan Year in which the Participant
         experiences a Termination of Employment, as determined by the Committee
         in its sole discretion.

7.2      PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be paid
         to the Participant in a lump sum payment no later than (i) sixty (60)
         days after the date on which the Participant experiences a Termination
         of Employment, or (ii) sixty (60) days after the last day of the Plan
         Year in which the Participant experiences a Termination of Employment,
         as elected by the Participant in advance. The Participant may change
         his or her election to an allowable alternative payout date by
         submitting a new Election Form to the Committee, provided that any such
         Election Form is submitted to and accepted by the Committee in its sole
         discretion at least one year prior to the Participant's Termination of
         Employment. The Election Form most recently accepted by the Committee
         shall govern the timing of the payout of the Termination Benefit. If a
         Participant does not make any election with respect to the date on
         which the Termination Benefit is to be paid, the lump sum payment shall
         be made no later than sixty (60) days after the Participant experiences
         a Termination of Employment.


                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1      DISABILITY WAIVER.


         (a)      WAIVER OF DEFERRAL. A Participant who is determined to be
                  suffering from a Disability shall be (i) excused from
                  fulfilling that portion of the Annual Deferral Amount
                  commitment that would otherwise have been withheld from a
                  Participant's Base Annual Salary, Annual Bonus, Commissions,
                  Performance Awards and/or Director Fees for the Plan Year
                  during which the Participant first suffers a Disability, and
                  (ii) excused from fulfilling any existing unexercised Eligible
                  Stock Option commitments. During the period of Disability, the
                  Participant shall not be allowed to make any additional
                  deferral elections, but will continue to be considered a
                  Participant for all other purposes of this Plan.

         (b)      DEFERRAL FOLLOWING DISABILITY. If a Participant returns to
                  employment, or service as a Director, with an Employer after a
                  Disability ceases, the Participant may elect to defer an
                  Annual Deferral Amount and Annual Stock Option Gain Amount for
                  the Plan Year following his or her return to employment or
                  service and for every Plan Year thereafter while a Participant
                  in the Plan; provided such deferral elections are otherwise
                  allowed and an Election Form is delivered to and accepted by
                  the Committee for each such election in accordance with
                  Section 3.3 above.



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8.2      CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
         Disability shall, for benefit purposes under this Plan, continue to be
         considered to be employed, or in the service of an Employer as a
         Director, and shall be eligible for the benefits provided for in
         Articles 5, 6, 7 or 9 in accordance with the provisions of those
         Articles. Notwithstanding the above, the Committee shall have the right
         to, in its sole and absolute discretion and for purposes of this Plan
         only, deem the Participant to have experienced a Termination of
         Employment or to have Retired, at any time after such Participant is
         determined to be suffering a Disability.

         If the Committee elects to exercise such right and deems the Disabled
         Participant to have experienced a Termination of Employment, the
         Participant shall receive a Disability Benefit equal to his or her
         vested Account Balance in accordance with Article 7. For purposes of
         this Section 8.2, the Participant shall be deemed to have experienced a
         Termination of Employment as of the date on which the Committee elects
         to exercise such right.

         In the case of a Disabled Participant who is otherwise eligible to
         Retire, if the Committee elects to exercise such right, the Committee
         must deem the Participant to have Retired. If the Committee elects to
         exercise such right and deems the Participant to have Retired, the
         Participant shall receive a Disability Benefit equal to his or her
         vested Account Balance, in accordance with Article 6. For purposes of
         this Section 8.2, the Participant shall be deemed to have Retired as of
         the date on which the Committee elects to exercise such right.


                                    ARTICLE 9
                                SURVIVOR BENEFIT

9.1      SURVIVOR BENEFIT. The Participant's Beneficiary(ies) shall receive a
         Survivor Benefit upon the Participant's death which will be equal to
         (i) the Participant's vested Account Balance, calculated as of the
         close of business on or around the date of the Participant's death, as
         selected by the Committee in its sole discretion, if the Participant
         dies prior to his or her Retirement, Termination of Employment or
         Disability, or (ii) the Participant's unpaid Retirement Benefit,
         calculated as of the close of business on or around the date of the
         Participant's death, as selected by the Committee in its sole
         discretion, if the Participant dies before his or her Retirement
         Benefit is paid in full.

9.2      PAYMENT OF SURVIVOR BENEFIT. The Survivor Benefit shall be paid to the
         Participant's Beneficiary(ies) in a lump sum payment no later than
         sixty (60) days after the date on which the Committee is provided with
         proof that is satisfactory to the Committee of the Participant's death.


                                   ARTICLE 10
                             BENEFICIARY DESIGNATION

10.1     BENEFICIARY. Each Participant shall have the right, at any time, to
         designate his or her Beneficiary(ies) (both primary as well as
         contingent) to receive any benefits payable under the Plan to a
         beneficiary upon the death of a Participant. The Beneficiary designated
         under this Plan may be the same as or different from the Beneficiary
         designation under any other plan of an Employer in which the
         Participant participates.



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10.2     BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
         designate his or her Beneficiary by completing and signing the
         Beneficiary Designation Form, and returning it to the Committee or its
         designated agent. A Participant shall have the right to change a
         Beneficiary by completing, signing and otherwise complying with the
         terms of the Beneficiary Designation Form and the Committee's rules and
         procedures, as in effect from time to time. If the Participant names
         someone other than his or her spouse as a Beneficiary and if the
         Committee requires that a spousal consent be obtained with respect to
         such Participant, a spousal consent, in the form designated by the
         Committee, must be signed by that Participant's spouse and returned to
         the Committee. Upon the acceptance by the Committee of a new
         Beneficiary Designation Form, all Beneficiary designations previously
         filed shall be canceled. The Committee shall be entitled to rely on the
         last Beneficiary Designation Form filed by the Participant and accepted
         by the Committee prior to his or her death.

10.3     ACKNOWLEDGMENT. No designation or change in designation of a
         Beneficiary shall be effective until received and acknowledged in
         writing by the Committee or its designated agent.

10.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
         Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if
         all designated Beneficiaries predecease the Participant or die prior to
         complete distribution of the Participant's benefits, then the
         Participant's designated Beneficiary shall be deemed to be his or her
         surviving spouse. If the Participant has no surviving spouse, the
         benefits remaining under the Plan to be paid to a Beneficiary shall be
         payable to the executor or personal representative of the Participant's
         estate.

10.5     DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the
         proper Beneficiary to receive payments pursuant to this Plan, the
         Committee shall have the right, exercisable in its discretion, to cause
         the Participant's Employer to withhold such payments until this matter
         is resolved to the Committee's satisfaction.

10.6     DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
         Beneficiary shall fully and completely discharge all Employers and the
         Committee from all further obligations under this Plan with respect to
         the Participant, and that Participant's Plan Agreement shall terminate
         upon such full payment of benefits.


                                   ARTICLE 11
                                LEAVE OF ABSENCE

11.1     PAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take a paid leave of absence
         from the employment of the Employer, the Participant shall continue to
         be considered employed by the Employer and the Annual Deferral Amount
         and Annual Stock Option Gain Amount shall continue to be withheld
         during such paid leave of absence in accordance with Section 3.3.

11.2     UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
         Participant's Employer for any reason to take an unpaid leave of
         absence from the employment of the Employer, the Participant shall
         continue to be considered employed by the Employer and the Participant
         shall be excused from making deferrals until the earlier of the date
         the leave of absence expires or the Participant returns to a paid
         employment status. Upon such expiration or return, deferrals shall
         resume for the remaining portion of the Plan Year in which the
         expiration or return occurs, based on the deferral election, if any,
         made for that Plan Year. If no election was made for that Plan Year, no
         deferral shall be withheld.



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                                   ARTICLE 12
                     TERMINATION, AMENDMENT OR MODIFICATION

12.1     TERMINATION. Although each Employer anticipates that it will continue
         the Plan for an indefinite period of time, there is no guarantee that
         any Employer will continue the Plan or will not terminate the Plan at
         any time in the future. Accordingly, each Employer reserves the right
         to discontinue its sponsorship of the Plan and/or to terminate the Plan
         at any time with respect to any or all of its participating Employees
         and Directors, by action of its board of directors. Upon the
         termination of the Plan with respect to any Employer, the Plan
         Agreements of the affected Participants who are employed by that
         Employer, or in the service of that Employer as Directors, shall
         terminate and their vested Account Balances, determined (i) as if they
         had experienced a Termination of Employment on the date of Plan
         termination; or (ii) if Plan termination occurs after the date upon
         which a Participant was eligible to Retire, then with respect to that
         Participant as if he or she had Retired on the date of Plan
         termination. Such benefits shall be paid to the Participants as
         follows: (i) prior to a Change in Control, if the Plan is terminated
         with respect to all of its Participants, an Employer shall have the
         right, in its sole discretion, and notwithstanding any elections made
         by the Participant, to pay such benefits in a lump sum or pursuant to
         an Annual Installment Method of up to 15 years, with amounts credited
         and debited during the installment period as provided herein; or (ii)
         prior to a Change in Control, if the Plan is terminated with respect to
         less than all of its Participants, an Employer shall be required to pay
         such benefits in a lump sum; or (iii) after a Change in Control, if the
         Plan is terminated with respect to some or all of its Participants, the
         Employer shall be required to pay such benefits in a lump sum. The
         termination of the Plan shall not adversely affect any Participant or
         Beneficiary who has become entitled to the payment of any benefits
         under the Plan as of the date of termination; provided however, that
         the Employer shall have the right to accelerate installment payments
         without a premium or prepayment penalty by paying the vested Account
         Balance in a lump sum or pursuant to an Annual Installment Method using
         fewer years (provided that the present value of all payments that will
         have been received by a Participant at any given point of time under
         the different payment schedule shall equal or exceed the present value
         of all payments that would have been received at that point in time
         under the original payment schedule).

12.2     AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
         whole or in part with respect to that Employer by the action of its
         board of directors; provided, however, that: (i) no amendment or
         modification shall be effective to decrease or restrict the value of a
         Participant's vested Account Balance in existence at the time the
         amendment or modification is made, calculated as if the Participant had
         experienced a Termination of Employment as of the effective date of the
         amendment or modification or, if the amendment or modification occurs
         after the date upon which the Participant was eligible to Retire, the
         Participant had Retired as of the effective date of the amendment or
         modification, and (ii) no amendment or modification of this Section
         12.2 or Section 13.2 of the Plan shall be effective. The amendment or
         modification of the Plan



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         shall not affect any Participant or Beneficiary who has become entitled
         to the payment of benefits under the Plan as of the date of the
         amendment or modification; provided, however, that the Employer shall
         have the right to accelerate installment payments by paying the vested
         Account Balance in a lump sum or pursuant to an Annual Installment
         Method using fewer years (provided that the present value of all
         payments that will have been received by a Participant at any given
         point of time under the different payment schedule shall equal or
         exceed the present value of all payments that would have been received
         at that point in time under the original payment schedule).

12.3     PLAN AGREEMENT. Despite the provisions of Sections 12.1 and 12.2 above,
         if a Participant's Plan Agreement contains benefits or limitations that
         are not in this Plan document, the Employer may only amend or terminate
         such provisions with the written consent of the Participant.

12.4     EFFECT OF PAYMENT. The full payment of the Participant's vested Account
         Balance under Articles 5, 6, 7, 8 or 9 of the Plan shall completely
         discharge all obligations to a Participant and his or her designated
         Beneficiaries under this Plan and the Participant's Plan Agreement
         shall terminate.


                                   ARTICLE 13
                                 ADMINISTRATION

13.1     COMMITTEE DUTIES. Except as otherwise provided in this Article 13, this
         Plan shall be administered by a Committee which shall consist of the
         Board, or such committee as the Board shall appoint. Members of the
         Committee may be Participants under this Plan. The Committee shall also
         have the discretion and authority to (i) make, amend, interpret, and
         enforce all appropriate rules and regulations for the administration of
         this Plan and (ii) decide or resolve any and all questions including
         interpretations of this Plan, as may arise in connection with the Plan.
         Any individual serving on the Committee who is a Participant shall not
         vote or act on any matter relating solely to himself or herself. When
         making a determination or calculation, the Committee shall be entitled
         to rely on information furnished by a Participant or the Company.

13.2     ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
         Committee shall be the "Administrator" at all times prior to the
         occurrence of a Change in Control. Upon and after the occurrence of a
         Change in Control, the "Administrator" shall be (i) an independent
         third party selected by the Trustee and approved by the individual who,
         immediately prior to such event, was the Company's Chief Executive
         Officer or, if not so identified, the Company's highest ranking officer
         (the "Ex-CEO"), or (ii) if an independent third party is not selected
         within ninety (90) days of a Change in Control, the Committee, as
         constituted prior to a Change in Control; provided, however, the
         Committee, as constituted prior to a Change in Control, shall continue
         to act as the Administrator of this Plan until the earlier of (i) the
         date on which the independent third party is selected by the Trustee
         and approved by the Ex-CEO or (ii) the expiration of ninety (90) days
         from the date of the Change in Control. The Administrator shall have
         the discretionary power to determine all questions arising in
         connection with the administration of the Plan and the interpretation
         of the Plan and Trust including, but not limited to benefit entitlement
         determinations; provided, however, upon and after the occurrence of a
         Change in Control, the



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         Administrator shall have no power to direct the investment of Plan or
         Trust assets or select any investment manager or custodial firm for the
         Plan or Trust. Upon and after the occurrence of a Change in Control,
         the Company must: (1) pay all reasonable administrative expenses and
         fees of the Administrator; (2) indemnify the Administrator against any
         costs, expenses and liabilities including, without limitation,
         attorney's fees and expenses arising in connection with the performance
         of the Administrator hereunder, except with respect to matters
         resulting from the gross negligence or willful misconduct of the
         Administrator or its employees or agents; and (3) supply full and
         timely information to the Administrator on all matters relating to the
         Plan, the Trust, the Participants and their Beneficiaries, the Account
         Balances of the Participants, the date and circumstances of the
         Retirement, Disability, death or Termination of Employment of the
         Participants, and such other pertinent information as the Administrator
         may reasonably require. Upon and after a Change in Control, the
         Administrator may be terminated (and a replacement appointed) by the
         Trustee only with the approval of the Ex-CEO. Upon and after a Change
         in Control, the Administrator may not be terminated by the Company.

13.3     AGENTS. In the administration of this Plan, the Committee may, from
         time to time, employ agents and delegate to them such administrative
         duties as it sees fit (including acting through a duly appointed
         representative) and may from time to time consult with counsel who may
         be counsel to any Employer.

13.4     BINDING EFFECT OF DECISIONS. The decision or action of the
         Administrator with respect to any question arising out of or in
         connection with the administration, interpretation and application of
         the Plan and the rules and regulations promulgated hereunder shall be
         final and conclusive and binding upon all persons having any interest
         in the Plan.

13.5     INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
         the members of the Committee, any Employee to whom the duties of the
         Committee may be delegated, and the Administrator against any and all
         claims, losses, damages, expenses or liabilities arising from any
         action or failure to act with respect to this Plan, except in the case
         of willful misconduct by the Committee, any of its members, any such
         Employee or the Administrator.

13.6     EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
         perform its functions, the Company and each Employer shall supply full
         and timely information to the Committee and/or Administrator, as the
         case may be, on all matters relating to the compensation of its
         Participants, the date and circumstances of the Retirement, Disability,
         death or Termination of Employment of its Participants, and such other
         pertinent information as the Committee or Administrator may reasonably
         require.


                                   ARTICLE 14
                          OTHER BENEFITS AND AGREEMENTS

14.1     COORDINATION WITH OTHER BENEFITS. The benefits provided for a
         Participant and Participant's Beneficiary under the Plan are in
         addition to any other benefits available to such Participant under any
         other plan or program for employees of the Participant's Employer. The
         Plan shall supplement and shall not supersede, modify or amend any
         other such plan or program except as may otherwise be expressly
         provided.



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                                   ARTICLE 15
                                CLAIMS PROCEDURES

15.1     PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
         Participant (such Participant or Beneficiary being referred to below as
         a "Claimant") may deliver to the Committee a written claim for a
         determination with respect to the amounts distributable to such
         Claimant from the Plan. If such a claim relates to the contents of a
         notice received by the Claimant, the claim must be made within sixty
         (60) days after such notice was received by the Claimant. All other
         claims must be made within 180 days of the date on which the event that
         caused the claim to arise occurred. The claim must state with
         particularity the determination desired by the Claimant.

15.2     NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
         claim within a reasonable time, but no later than ninety (90) days
         after receiving the claim. If the Committee determines that special
         circumstances require an extension of time for processing the claim,
         written notice of the extension shall be furnished to the Claimant
         prior to the termination of the initial ninety (90) day period. In no
         event shall such extension exceed a period of ninety (90) days from the
         end of the initial period. The extension notice shall indicate the
         special circumstances requiring an extension of time and the date by
         which the Committee expects to render the benefit determination. The
         Committee shall notify the Claimant in writing:

         (a)      that the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

         (b)      that the Committee has reached a conclusion contrary, in whole
                  or in part, to the Claimant's requested determination, and
                  such notice must set forth in a manner calculated to be
                  understood by the Claimant:

                  (i)      the specific reason(s) for the denial of the claim,
                           or any part of it;

                  (ii)     specific reference(s) to pertinent provisions of the
                           Plan upon which such denial was based;

                  (iii)    a description of any additional material or
                           information necessary for the Claimant to perfect the
                           claim, and an explanation of why such material or
                           information is necessary;

                  (iv)     an explanation of the claim review procedure set
                           forth in Section 15.3 below; and

                  (v)      a statement of the Claimant's right to bring a civil
                           action under ERISA Section 502(a) following an
                           adverse benefit determination on review.

15.3     REVIEW OF A DENIED CLAIM. On or before sixty (60) days after receiving
         a notice from the Committee that a claim has been denied, in whole or
         in part, a Claimant (or the Claimant's duly authorized representative)
         may file with the Committee a written request for a review of the
         denial of the claim. The Claimant (or the Claimant's duly authorized
         representative):

         (a)      may, upon request and free of charge, have reasonable access
                  to, and copies of, all documents, records and other
                  information relevant to the claim for benefits;



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         (b)      may submit written comments or other documents; and/or

         (c)      may request a hearing, which the Committee, in its sole
                  discretion, may grant.

15.4     DECISION ON REVIEW. The Committee shall render its decision on review
         promptly, and no later than sixty (60) days after the Committee
         receives the Claimant's written request for a review of the denial of
         the claim. If the Committee determines that special circumstances
         require an extension of time for processing the claim, written notice
         of the extension shall be furnished to the Claimant prior to the
         termination of the initial sixty (60) day period. In no event shall
         such extension exceed a period of sixty (60) days from the end of the
         initial period. The extension notice shall indicate the special
         circumstances requiring an extension of time and the date by which the
         Committee expects to render the benefit determination. In rendering its
         decision, the Committee shall take into account all comments,
         documents, records and other information submitted by the Claimant
         relating to the claim, without regard to whether such information was
         submitted or considered in the initial benefit determination. The
         decision must be written in a manner calculated to be understood by the
         Claimant, and it must contain:

         (a)      specific reasons for the decision;

         (b)      specific reference(s) to the pertinent Plan provisions upon
                  which the decision was based;

         (c)      a statement that the Claimant is entitled to receive, upon
                  request and free of charge, reasonable access to and copies
                  of, all documents, records and other information relevant (as
                  defined in applicable ERISA regulations) to the Claimant's
                  claim for benefits; and

         (d)      a statement of the Claimant's right to bring a civil action
                  under ERISA Section 502(a).

15.5     LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
         this Article 15 is a mandatory prerequisite to a Claimant's right to
         commence any legal action with respect to any claim for benefits under
         this Plan.


                                   ARTICLE 16
                                      TRUST

16.1     ESTABLISHMENT OF THE TRUST. In order to provide assets from which to
         fulfill the obligations of the Participants and their beneficiaries
         under the Plan, the Company may establish a Trust by a trust agreement
         with a third party, the trustee, to which each Employer may, in its
         discretion, contribute cash or other property, including securities
         issued by the Company, to provide for the benefit payments under the
         Plan.

16.2     INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
         and the Plan Agreement shall govern the rights of a Participant to
         receive distributions pursuant to the Plan. The provisions of the Trust
         shall govern the rights of the Employers, Participants and the
         creditors of the Employers to the assets transferred to the Trust. Each
         Employer shall at all times remain liable to carry out its obligations
         under the Plan.

16.3     DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the
         Plan may be satisfied with Trust assets distributed pursuant to the
         terms of the Trust, and any such distribution shall reduce the
         Employer's obligations under this Plan.



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<PAGE>


ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
================================================================================

                                   ARTICLE 17
                                  MISCELLANEOUS

17.1     STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
         within the meaning of Code Section 401(a) and that "is unfunded and is
         maintained by an employer primarily for the purpose of providing
         deferred compensation for a select group of management or highly
         compensated employees" within the meaning of ERISA Sections 201(2),
         301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
         to the extent possible in a manner consistent with that intent.

17.2     UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
         heirs, successors and assigns shall have no legal or equitable rights,
         interests or claims in any property or assets of an Employer. For
         purposes of the payment of benefits under this Plan, any and all of an
         Employer's assets shall be, and remain, the general, unpledged
         unrestricted assets of the Employer. An Employer's obligation under the
         Plan shall be merely that of an unfunded and unsecured promise to pay
         money or property in the future.

17.3     EMPLOYER'S LIABILITY. An Employer's liability for the payment of
         benefits shall be defined only by the Plan and the Plan Agreement, as
         entered into between the Employer and a Participant. An Employer shall
         have no obligation to a Participant under the Plan except as expressly
         provided in the Plan and his or her Plan Agreement.

17.4     NONASSIGNABILITY. Neither a Participant nor any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate, alienate or
         convey in advance of actual receipt, the amounts, if any, payable
         hereunder, or any part thereof, which are, and all rights to which are
         expressly declared to be, unassignable and non-transferable. No part of
         the amounts payable shall, prior to actual payment, be subject to
         seizure, attachment, garnishment or sequestration for the payment of
         any debts, judgments, alimony or separate maintenance owed by a
         Participant or any other person, be transferable by operation of law in
         the event of a Participant's or any other person's bankruptcy or
         insolvency or be transferable to a spouse as a result of a property
         settlement or otherwise.

17.5     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between any
         Employer and the Participant. Such employment is hereby acknowledged to
         be an "at will" employment relationship that can be terminated at any
         time for any reason, or no reason, with or without cause, and with or
         without notice, unless expressly provided in a written employment
         agreement. Nothing in this Plan shall be deemed to give a Participant
         the right to be retained in the service of any Employer, either as an
         Employee or a Director, or to interfere with the right of any Employer
         to discipline or discharge the Participant at any time.

17.6     FURNISHING INFORMATION. A Participant or his or her Beneficiary will
         cooperate with the Committee by furnishing any and all information
         requested by the Committee and take such other actions as may be
         requested in order to facilitate the administration of the Plan and the
         payments of benefits hereunder, including but not limited to taking
         such physical examinations as the Committee may deem necessary.



                                      -26-
<PAGE>


ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
================================================================================

17.7     TERMS. Whenever any words are used herein in the masculine, they shall
         be construed as though they were in the feminine in all cases where
         they would so apply; and whenever any words are used herein in the
         singular or in the plural, they shall be construed as though they were
         used in the plural or the singular, as the case may be, in all cases
         where they would so apply.

17.8     CAPTIONS. The captions of the articles, sections and paragraphs of this
         Plan are for convenience only and shall not control or affect the
         meaning or construction of any of its provisions.

17.9     GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
         construed and interpreted according to the internal laws of the State
         of Texas without regard to its conflicts of laws principles.

17.10    NOTICE. Any notice or filing required or permitted to be given to the
         Committee under this Plan shall be sufficient if in writing and
         hand-delivered, or sent by registered or certified mail, to the address
         below:

                              AdvancePCS
                              750 W. John Carpenter Freeway, Suite 1200
                              Irving, TX 75039


         Such notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by mail, to the last known address of the Participant.

17.11    SUCCESSORS. The provisions of this Plan shall bind and inure to the
         benefit of the Participant's Employer and its successors and assigns
         and the Participant and the Participant's designated Beneficiaries.

17.12    SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
         of a Participant who has predeceased the Participant shall
         automatically pass to the Participant and shall not be transferable by
         such spouse in any manner, including but not limited to such spouse's
         will, nor shall such interest pass under the laws of intestate
         succession.

17.13    VALIDITY. In case any provision of this Plan shall be illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

17.14    INCOMPETENT. If the Committee determines in its discretion that a
         benefit under this Plan is to be paid to a minor, a person declared
         incompetent or to a person incapable of handling the disposition of
         that person's property, the Committee may direct payment of such
         benefit to the guardian, legal representative or person having the care
         and custody of such minor, incompetent or incapable person. The
         Committee may require proof of minority, incompetence, incapacity or
         guardianship, as it may deem appropriate prior to distribution of the
         benefit. Any payment of a benefit shall be a payment for the account of
         the Participant and the Participant's Beneficiary, as the case may be,
         and shall be a complete discharge of any liability under the Plan for
         such payment amount.



                                      -27-
<PAGE>



ADVANCEPCS
Amended and Restated Deferred Compensation Plan
Master Plan Document
================================================================================

17.15    COURT ORDER. The Committee is authorized to make any payments directed
         by court order in any action in which the Plan or the Committee has
         been named as a party. In addition, if a court determines that a spouse
         or former spouse of a Participant has an interest in the Participant's
         benefits under the Plan in connection with a property settlement or
         otherwise, the Committee, in its sole discretion, shall have the right,
         notwithstanding any election made by a Participant, to immediately
         distribute the spouse's or former spouse's interest in the
         Participant's benefits under the Plan to that spouse or former spouse.

17.16    DISTRIBUTION IN THE EVENT OF TAXATION.

         (a)      IN GENERAL. If, for any reason, all or any portion of a
                  Participant's benefits under this Plan becomes taxable to the
                  Participant prior to receipt, a Participant may petition the
                  Committee before a Change in Control, or the trustee of the
                  Trust after a Change in Control, for a distribution of that
                  portion of his or her benefit that has become taxable. Upon
                  the grant of such a petition, which grant shall not be
                  unreasonably withheld (and, after a Change in Control, shall
                  be granted), a Participant's Employer shall distribute to the
                  Participant immediately available funds in an amount equal to
                  the taxable portion of his or her benefit (which amount shall
                  not exceed a Participant's unpaid vested Account Balance under
                  the Plan). If the petition is granted, the tax liability
                  distribution shall be made within 90 days of the date when the
                  Participant's petition is granted. Such a distribution shall
                  affect and reduce the benefits to be paid under this Plan.

         (b)      TRUST. If the Trust terminates in accordance with its terms
                  and benefits are distributed from the Trust to a Participant
                  in accordance therewith, the Participant's benefits under this
                  Plan shall be reduced to the extent of such distributions.

17.17    INSURANCE. The Employers, on their own behalf or on behalf of the
         trustee of the Trust, and, in their sole discretion, may apply for and
         procure insurance on the life of the Participant, in such amounts and
         in such forms as the Trust may choose. The Employers or the trustee of
         the Trust, as the case may be, shall be the sole owner and beneficiary
         of any such insurance. The Participant shall have no interest
         whatsoever in any such policy or policies, and at the request of the
         Employers shall submit to medical examinations and supply such
         information and execute such documents as may be required by the
         insurance company or companies to whom the Employers have applied for
         insurance.


IN WITNESS WHEREOF, the Company has signed this Plan document as of August 1,
2002.


                                        "Company"
                                        AdvancePCS, a Delaware corporation



                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------




                                      -28-