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                                                                Exhibit 10.2
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                                    FORM OF
                           MEDCOHEALTH SOLUTIONS, INC.
                          KEY EXECUTIVE SEVERANCE PLAN

                                    SECTION 1

                                     PURPOSE

          The purpose of the Plan is to alleviate concerns that top-level
executives of the Company may have that their employment may be terminated in
connection with the IPO or the Separation so that these executives will be able
to focus fully on the success of the business of the Company.

                                    SECTION 2

                                   DEFINITIONS

          For purposes of the Plan, the following terms shall have the following
meanings:

          2.1 "Affiliate" shall mean, with respect to any person or entity, any
entity directly or indirectly controlled by, controlling or under common control
with such person or entity.

          2.2 "Annual Salary Amount" shall mean an Eligible Individual's annual
base salary as in effect immediately prior to his or her Termination Date.

          2.3 "Cause" shall mean conduct of an Eligible Individual evidencing
any of the following, as determined by the Plan Administrator: (i) dishonesty
related to the Eligible Individual's employment; (ii) improper disclosure by the
Eligible Individual of any information of the Company or any of its Affiliates
considered by the Company to be confidential or in the nature of a trade secret;
(iii) any material violation of law by the Eligible Individual related to the
Eligible Individual's employment; (iv) commission of any crime or disorderly
persons offense by the Eligible Individual that materially injures the business
or reputation of the Company or any of its Affiliates; (v) gross or willful
insubordination by the Eligible Individual; or (vi) dereliction in the
performance of the Eligible Individual's employment duties that continues after
the Eligible Individual has been notified of such dereliction and has been given
a reasonable opportunity to correct such dereliction.

          2.4 "Company" shall mean MedcoHealth Solutions, Inc., a Delaware
corporation, and any successor thereto.

          2.5 "Effective Date" shall mean the date of the IPO.

          2.6 "Eligible Individual" shall mean the executives of the Company
listed on Attachment A. " For purposes of this plan, the terms "employ,"
"employee" and "employment" shall be construed to refer to the provision of
services by the Eligible Individual to the Company, irrespective of whether the
Eligible Individual is classified as an employee of the Company under the
Internal Revenue Code of 1986, as amended.

          2.7 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended, and the regulations promulgated thereunder.

          2.8 "Expiration Date" shall mean the first day immediately following
the third anniversary of the Effective Date.

          2.9 "IPO" shall mean the first sale of shares pursuant to the

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"IPO Registration Statement" as defined in the Master Separation Agreement.

          2.10 "Master Separation Agreement" shall mean the Master Separation
and Distribution Agreement, dated as of _______________, 2002, to which the
Company is a party.

          2.11 "Plan" shall mean the MedcoHealth Solutions, Inc. Key
Executive Severance Plan.

          2.12 "Plan Administrator" shall mean the Chief Executive Officer of
the Company or his or her designee.

          2.13 "Plan Year" shall mean the calendar year.

          2.14 "Pro Rata Bonus Amount" shall mean, as to any Eligible
Individual, an amount equal to his/her annual cash bonus (if any) in respect of
his or her employment during the most recently ended fiscal year of the Company
multiplied by a fraction, the numerator of which is the number of full calendar
months that have elapsed since the end of such fiscal year through the
Termination Date and the denominator of which is 12; provided, however, that the
Pro Rata Bonus Amount shall be reduced, but not below zero, to the extent of any
annual cash bonus that the Eligible Individual is entitled to receive pursuant
to an annual cash bonus plan of the Company or any of its Affiliates in respect
of the fiscal year in which the Termination Date occurs (the "Company Bonus
Plan").

          2.15 "Qualifying Termination" shall mean a termination of employment
of an Eligible Individual that entitles him or her to Severance Benefits, as
provided in Section 3.1.

          2.16 "Release of Claims" shall mean the agreement that an Eligible
Individual must execute in order to receive Severance Benefits under the Plan,
which shall be prepared by the Plan Administrator and shall contain, among such
other terms and conditions determined by the Plan Administrator, a general
release of all claims that the Eligible Individual may have against Merck & Co.,
Inc., the Company and any of their Affiliates relating to the employment and
termination of employment of the Eligible Individual.

          2.17 "Separation" shall have the meaning set forth in the Master
Separation Agreement.

          2.18 "Severance Benefits" shall mean the Severance Pay and the
benefits provided pursuant to Section 4.3.

          2.19 "Severance Pay" shall mean the cash benefit payable under the
Plan pursuant to Section 4.1.

          2.20 "Termination Date" shall mean the date designated by the Company
as an Eligible Individual's date of termination of employment.

                                    SECTION 3

                       ELIGIBILITY FOR SEVERANCE BENEFITS

     3.1  ELIGIBILITY FOR SEVERANCE BENEFITS

          (a) Except as provided in Sections 3.1(b) and 3.4, an Eligible
Individual will become entitled to Severance Benefits under the Plan if his or
her employment is involuntarily terminated by the Company other than for Cause
prior to the Expiration Date (any such termination of employment is herein
referred to as a "Qualifying Termination").

          (b) An Eligible Individual shall not be entitled to Severance

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Benefits if his or her employment is terminated by the Company in connection
with a sale, divestiture or other disposition of the stock or assets of the
Company or any of its Affiliates (a "Transaction") if (i) the Eligible
Individual is offered a position with the counterparty to the Transaction (or an
Affiliate of such counterparty) (such counterparty or Affiliate, the
"Post-Transaction Employer"), (ii) the Plan Administrator determines that the
cash compensation to be provided to the Eligible Individual in such position is
comparable to the Eligible Individual's then-current cash compensation and (iii)
the Company obtains an agreement from the Post-Transaction Employer such that
the Post-Transaction Employer will provide severance pay and benefits, if the
Eligible Individual accepts the offered employment and continues in employment
with the Post-Transaction Employer following the Transaction, (A) substantially
equal to the Severance Benefits and (B) to be provided upon a termination of the
Eligible Individual's employment with the Post-Transaction Employer by the
Post-Transaction Employer without Cause prior to the Expiration Date. For
purposes of this Section 3.1(b), the term Cause shall have the meaning ascribed
to it in Section 2.3, but the term Employer as it is used in Section 2.3 shall
be deemed to refer to the Post-Transaction Employer, and the term Plan
Administrator as it is used in Section 2.3 shall be deemed to refer to the Chief
Executive Officer of the Post-Transaction Employer or, if applicable, of the
ultimate parent corporation of the Post-Transaction Employer.

     3.2  DEATH OF AN ELIGIBLE INDIVIDUAL

          If an Eligible Individual whose employment terminates in a Qualifying
Termination dies after his or her Termination Date but before the Eligible
Individual receives the Severance Pay to which he or she is entitled, the
payment will be made to the Eligible Individual's surviving spouse or, if the
Eligible Individual does not have a surviving spouse, to the Eligible
Individual's estate; provided, however, that, if permitted by the Plan
Administrator, such payment will be made to a beneficiary designated by the
Eligible Individual; provided, further however, that no Severance Pay will be
paid pursuant to this Section 3.2 unless the surviving spouse or such
beneficiary, or the executor of the Eligible Individual's estate, or any of the
foregoing, upon the request of the Plan Administrator, properly execute and
deliver to the Company a Release of Claims that has become irrevocable as
provided therein.

     3.3  REQUIREMENT FOR RELEASE OF CLAIMS

          No Severance Benefits will be provided to an Eligible Individual
unless the Eligible Individual has properly executed and delivered to the
Company a Release of Claims and that Release of Claims has become irrevocable as
provided therein. Such Release of Claims shall not be accepted by the Company
unless it is executed on or after the Eligible Individual's Termination Date.

     3.4  DURATION OF PARTICIPATION

          An Eligible Individual shall cease to be an Eligible Individual if his
or her employment is terminated under circumstances under which he or she is not
entitled to Severance Benefits under the Plan. An Eligible Individual who has
become entitled to receive Severance Benefits under the Plan shall remain an
Eligible Individual until he or she has received the full amount of the
Severance Benefits; provided, such Eligible Individual shall remain subject to
the Restrictions as provided in Section 4.4.

                                    SECTION 4

                           SEVERANCE PAY AND BENEFITS

     4.1  AMOUNT OF SEVERANCE PAY

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          (a) In the event of a Qualifying Termination, the amount of Severance
Pay that shall be payable to an Eligible Individual who the Plan Administrator
determines is entitled to Severance Pay shall be an amount of cash equal to the
sum of (1) the Annual Salary Amount plus (2) the Pro Rata Bonus Amount.

     4.2  FORM AND TIME OF PAYMENT

          Severance Pay shall be paid in a lump sum, less any applicable state
and federal taxes required to be withheld. Severance Pay shall be paid as soon
as practicable after the expiration of any period during which the Eligible
Individual may revoke the Release of Claims pursuant to the terms of the Release
of Claims.

     4.3  OTHER BENEFITS

          Upon the Qualifying Termination of an Eligible Individual, the Company
shall, for up to twelve months following his/her Termination Date, pay the
premium cost of COBRA continuation coverage for him/her and his/her spouse and
dependents who are eligible for COBRA continuation coverage; provided, such
Eligible Individual is eligible for and timely and properly elects COBRA
continuation coverage; provided, however, that any such payment shall be made
directly to the applicable plan, and in no event will an Eligible Individual or
his/her spouse or any dependent be entitled to receive any cash payment pursuant
to this Section 4.3. If an Eligible Individual whose employment terminates in a
Qualifying Termination dies after his or her Termination Date but before he/she
receives the full amount of the benefits set forth in this Section 4.3, such
benefits shall, if they are then being provided to the spouse and dependents of
the Eligible Individual, continue to be provided to his/her spouse and
dependents for the period set forth herein.

     4.4  PAYMENTS, BENEFITS CONDITIONAL

          (a) Anything in this Plan to the contrary notwithstanding, all
payments and benefits for each Eligible Individual are conditional upon such
Eligible Individual's compliance with the Restrictions on Competitive Employment
and Restrictions Against Solicitation and Inducement described below
(collectively the "Restrictions"). Until such Restrictions are completely
satisfied, the Eligible Individual shall be a constructive trustee of such
payments and benefits and shall return them to Company promptly if he/she
violates any aspect of such Restrictions.

          (b) During employment, and for a period 12 months following the
Qualifying Termination, the Eligible Individual will not (as an individual,
principal, agent, employee, consultant, or otherwise), directly or indirectly in
any territory in which the Company and/or any of its Affiliates does business
and/or markets its products and services, engage in activities competitive with,
nor render services to any firm or business engaged or about to become engaged
in the Business of the Company (collectively, "Restrictions on Competitive
Employment"). The Business of the Company includes, but is not limited

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to, the following businesses: (i) the third party prescription drug claims
processing business; (ii) the design, development or marketing of or consulting
as to, prescription drug benefit plans; (iii) the provision of mail service
pharmacy (including all those products and services that are presently or
hereafter marketed by the Company, or that are in the development stage at the
time of the Qualifying Termination and are actually marketed by the Company
and/or its Affiliates thereafter; (iv) the collection, analysis and/or sale of
data relating to prescription drug utilization; (v) the pharmacy benefit
management and disease management business whether such business is conducted
through mail service, retail pharmacy networks or other means, including but not
limited to, the internet or other types of electronic transmission; (vi) the
organization and administration of retail pharmacy networks; and (vii) any other
business in which the Company and/or any of its Affiliates is then engaged as to
which the Eligible Individual has involvement in the course of his/her
employment hereunder and/or acquired or received Confidential Information,
(hereinafter collectively, the "Business of the Company"). In addition, the
Eligible Individual will not have an equity interest in any such firm or
business other than as a 1% or less shareholder of a public corporation.

          (c) During employment and for a period of 12 months following a
Qualifying Termination, the Eligible Individual will not, directly or indirectly
do any of the following (collectively, "Restrictions Against Solicitation and
Inducement"): (i) solicit or contact any customer or targeted potential customer
of the Company and/or its Affiliates upon whom he/she called or solicited or
with whom he/she became acquainted after commencement of employment; (ii) induce
or attempt to induce, any employees, agents or other consultants of the Company
and/or its Affiliates to do anything from which he or she is restricted by
reason of this Plan or any agreement between the Eligible Employee and the
Company that restricts the Eligible Individual against solicitation or
inducement; (iii) offer or aid others to offer employment to any employees,
agents, or consultants of the Company and/or its Affiliates ; or (iv) provide
services to any customer or otherwise interfere with or disrupt any contractual
or potential contractual relationship between any customer and the Company
and/or its Affiliates .

          (d) The Restrictions on Competitive Employment and the Restrictions
Against Solicitation applicable to Eligible Individuals are effective for the
time stated in this Plan and do not affect and are not affected by any other
similar restrictions that may apply or may in the future apply to such Eligible
Individual pursuant to any other plan, agreement or other arrangement.

                                 SECTION 5
                 ADMINISTRATION, AMENDMENT AND TERMINATION

     5.1  ADMINISTRATION

          (a) The Plan will be interpreted by the Plan Administrator in
accordance with the terms of the Plan and their intended meanings. The Plan
Administrator shall be the "Named Fiduciary" (within the meaning of Section
402(a) of ERISA) of the Plan and will have the discretion, in his or her sole
judgment, to (i) make any findings of fact needed in the administration of the
Plan, (ii) interpret or construe ambiguous, unclear or implied (but omitted)
terms, (iii) establish rules and regulations for administering the Plan and (iv)
take such other action as he or she deems necessary or appropriate. The validity
of any such action or determination by the Plan Administrator will not be given
de novo review if challenged in court, by arbitration or any other forum and
will be upheld unless clearly arbitrary or capricious. All actions and all
determinations made in good faith by the Plan Administrator shall be final,
binding and conclusive upon all persons claiming any interest in or under the
Plan. Benefits under the Plan will be paid only if the Plan Administrator
decides in his or her discretion that a claimant is entitled to them.

          (b) The Plan Administrator shall establish a claims procedure in
accordance with ERISA and shall set forth such claims procedure in the summary
plan description of the Plan.

     5.2  AMENDMENT AND TERMINATION

          The Plan shall automatically terminate without further action on

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the Expiration Date, provided, however, that the termination of the Plan shall
not affect the rights or responsibilities under Section 4 of any such person who
incurred a Qualifying Termination prior to the Expiration Date. Prior to the
Expiration Date, the Company reserves the right to amend, terminate or otherwise
modify all or any part of the Plan at any time, and from time to time, without
the consent of or notice to any person; provided, however, that no such action
of the Company may adversely affect the rights of any person who incurred a
Qualifying Termination prior to such action.

                                    SECTION 6

                               GENERAL PROVISIONS

     6.1  UNFUNDED OBLIGATION

          The Severance Benefits to be provided to an Eligible Individual under
the Plan shall be an unfunded obligation of the Company and shall be provided
only from the Company's general assets.

     6.2  APPLICABLE LAW

          It is intended that the Plan shall constitute an "employee welfare
benefit plan" within the meaning of Section 3(1) of ERISA, and the Plan shall be
administered in a manner consistent with such intent. The Plan and all rights
thereunder shall be governed and construed in accordance with ERISA and, to the
extent not preempted by federal law, with the laws of the State of New Jersey,
wherein venue shall lie for any dispute arising hereunder.

     6.3  SEVERABILITY

          If a court of competent jurisdiction holds any provision of the Plan
invalid or unenforceable, the Plan shall be construed and enforced as if such
provision had not been included herein, and the remaining provisions of the Plan
shall continue to be fully effective.

     6.4  EMPLOYMENT AT WILL

          No provision of the Plan shall be construed to constitute a contract
of employment or impose upon the Company any obligation to (a) retain the
employment of any Eligible Individual, (b) make any payments or provide any
benefits upon termination of employment to the Eligible Individual (except as
otherwise provided herein), (c) change the status of any Eligible Individual's
employment, (d) change any employment policies of the Company or (e) restrict
the scope of services to be provided to the Company by any Eligible Employee.

          IN WITNESS WHEREOF, the Company has caused the Plan to be executed
effective as of the Effective Date.

                                    MEDCOHEALTH SOLUTIONS, INC.



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                                       By:

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                                       Its:

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ATTEST:

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Name:
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Title:
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