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                                                                        EX.4.1

                                   EXHIBIT A

                        VITALINK PHARMACY SERVICES, INC.
                         1996 LONG-TERM INCENTIVE PLAN

                            AMENDMENT TO SECTION 12


D)   Change in Control.

1. Regardless of any other provision in the Plan to the contrary, if, while any
Awards remain outstanding under the Plan, a "Change in Control" of the Company
(as defined in this Section 12) shall occur, (1) all Options and freestanding
SARs granted under the Plan that are outstanding at the time of such Change in
Control shall become immediately vested and exercisable in full; (2) with
respect to Awards granted with respect to Performance Shares, all Performance
Periods outstanding at the time of such Change in Control shall be deemed to
have been completed, the maximum level of performance set forth under the
respective Performance Shares shall be deemed to have been attained and each
such outstanding Award granted to each Participant for all outstanding
Performance Periods shall become payable to each Participant; and (3) all
restrictions with respect to shares of Restricted Stock or any other Awards not
described in (1) and (2) above shall lapse, and such shares or other Awards
shall be fully vested and nonforfeitable.

2. For purposes of this Section 12, a Change in Control of the Company shall
occur upon the happening of the earliest to occur of the following:

     (i) any "person" as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (other than (1) the Company, (2)
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, or (3) any corporations owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their
ownership of Stock (each an "excluded person")) becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30% or more of the combined voting power
of the Company's then outstanding voting securities;

     (ii) the stockholders of the Company approve a plan of merger,
consolidation, complete liquidation of the Company or an agreement for the sale
or disposition by the Company of all or substantially all of the Company's
stock and/or assets, or accept a tender offer for substantially all of the
Company's stock (or any transaction having a similar effect).

3. In the event of a merger, consolidation, or sale or disposition of
substantially all of the Company's assets or stock, a Participant shall be paid
the value of his/her Awards (e.g., for all shares subject to option, the excess
of the greater of fair market value of the Company's stock 

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on the date of consummation of such sale or purchase price of the Company's
stock pursuant to such sale, over the exercise price of such option) in cash
(the "Cash Payment") by the Company (or, if not by the Company, by the
successor entity) as of the consummation of such sale or disposition.
        
4. In the event of a Change in Control as defined under Section 280G of the
Code, if the vesting of Awards and/or payment of Awards under this Plan and/or
payments of amounts under any other agreement with or plan of the Company (in
the aggregate the "Total Payments") subject all or any part of the Total
Payments to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or
any similar tax that may hereafter be imposed) the Company shall pay to the
Participant in cash an additional amount (the "Additional Payment") such that
the net amount retained by the Participant, after deduction of any Excise Tax
imposed upon the Total Payments and any federal, state and local income tax and
Excise Tax upon the Additional Payment provided for by this Section 12.D., and
any employment tax (including FICA and FUTA), shall be equal to the amount of
Total Payments prior to such taxes.  Such Additional Payment shall be made by
the Company to the Participant as soon as practical following the date of the
Cash Payment (or, if there is no Cash Payment, the date such payment would
otherwise be made), but in no event beyond thirty (30) days from such date.

     The determination of whether any of the Total Payments to a Participant
will be subject to the Excise Tax, the calculation of Parachute Value under
Section 280G of the Code of the Total Payments, and calculation of the
Additional Payment, shall be made by a Certified Public Accounting firm jointly
agreed to by the Company and the Participant.  The Additional Payment shall be
calculated assuming that the Participant will pay taxes at the highest marginal
federal income tax rate (taking into account the loss of the value of itemized
deductions caused by the receipt of the Additional Payment) and the highest
state and local tax rate in his/her place of domicile.