Exhibit 4.3



                              EXPRESS SCRIPTS, INC.
                          2000 LONG-TERM INCENTIVE PLAN


     1. Purpose.  The purpose of this 2000 Long-Term Incentive Plan (the "Plan")
is to motivate key personnel to produce a superior return to the stockholders of
the Company and its  Affiliates by offering such  individuals  an opportunity to
realize stock  appreciation,  by facilitating stock ownership,  and by rewarding
them for  achieving  a high level of  corporate  performance.  This Plan is also
intended to facilitate  recruiting  and  retaining key personnel of  outstanding
ability.

     2.  Definitions.  The capitalized terms used in this Plan have the meanings
set forth below.

                  (a) "Affiliate"  means any corporation that is a Subsidiary of
         the Company and, for purposes  other than the grant of Incentive  Stock
         Options, any limited liability company, partnership, corporation, joint
         venture,  or any  other  entity  in  which  the  Company  or  any  such
         Subsidiary owns an equity interest.

                  (b) "Agreement"  means a written contract entered into between
         the Company or an Affiliate and a Participant  or, in the discretion of
         the  Committee,  a  written  certificate  issued by the  Company  or an
         Affiliate to a Participant, in either case, containing or incorporating
         the terms  and  conditions  of an Award in such form (not  inconsistent
         with this Plan) as the Committee  approves from time to time,  together
         with all amendments thereof,  which amendments may be made unilaterally
         by the  Company  (with  the  approval  of the  Committee)  unless  such
         amendments are deemed by the Committee to be materially  adverse to the
         Participant and are not required as a matter of law.

                  (c)  "Associate"  means any  full-time or  part-time  employee
         (including  an  officer or  director  who is also an  employee)  of the
         Company or an  Affiliate.  Except with  respect to grants of  Incentive
         Stock Options, "Associate" shall also include any Non-Employee Director
         serving on the Company's Board of Directors. References in this Plan to
         "employment"  and related terms (except for references to "employee" in
         this definition of "Associate" or in Section 7(a)(i)) shall include the
         providing of services as a Non-Employee Director.

                  (d) "Award"  means a grant made under this Plan in the form of
         Options,  Stock  Appreciation  Rights,  Restricted  Stock,  Performance
         Shares or any Other Stock-Based  Award,  whether singly, in combination
         or in tandem.

                  (e)      "Board" means the Board of Directors of the Company.

                  (f) "Cause" shall mean the willful failure by a Participant to
         perform his duties with the Company,  a Parent or a  Subsidiary  or the
         willful engaging in conduct which is injurious to the Company, a Parent
         or any  Subsidiary,  monetarily  or  otherwise,  as  determined  by the
         Committee in its sole discretion.

                  (g)      "Change in Control" shall mean the following:

                           (i) The  first  date on which  both of the  following
                  conditions  shall exist:  (A) New York Life Insurance  Company
                  ("New York Life") shall have ceased to be a Parent,  and (B) a
                  "person"  (as such term is used in Section  13(d) and 14(d) of
                  the Exchange  Act),  other than a "person"  that was a Related
                  Party immediately preceding such date, becomes the "beneficial
                  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
                  directly  or   indirectly,   of   securities  of  the  Company
                  representing  fifty  percent  (50%)  or more  of the  combined
                  voting power for the  election of  directors of the  Company's
                  then outstanding securities; or

                         (ii) The  stockholders  of the Company  approve and the
                    Company  undertakes  a plan of complete  liquidation  of the
                    Company; or

                           (iii) The  stockholders of the Company  approve,  and
                  the  Company  consummates,   an  agreement  for  the  sale  or
                  disposition by the Company of all or substantially  all of the
                  Company's assets or any transaction having a similar effect.

                  (h)  "Change in Control  Date"  shall  mean,  in the case of a
         Change  in  Control  defined  in clause  (i) or (ii) of the  definition
         thereof,  the  date on which  the  event  occurs,  and in the case of a
         Change in Control  defined in clause (iii) of the  definition  thereof,
         the date on which the transaction closes.

                  (i) "Change in Control Price" shall mean the value,  expressed
         in  dollars,  as of the date of receipt of the per share  consideration
         received  by the  Company's  stockholders  whose stock is acquired in a
         transaction constituting a Change in Control.

                  (j) "Code" means the Internal Revenue Code of 1986, as amended
         and in effect from time to time, or any successor statute.

                  (k) "Committee" means the Committee  appointed by the Board to
         administer  this  Plan.  In  the  absence  of a  specific  appointment,
         "Committee" shall mean the Compensation Committee of the Board.

                  (l) "Company" means Express Scripts, Inc., a Delaware
          corporation,  or  any successor to all or substantially all of its
          businesses by merger, consolidation, purchase of assets or otherwise.

                  (m)  "Comparable  Employment"  shall mean  employment with the
         Company or any successor to the Company's  business  following a Change
         in Control pursuant to which:

                           (i)   the   responsibilities   and   duties   of  the
                  Participant are substantially the same as before the Change in
                  Control  (such changes as are a necessary  consequence  of the
                  fact that the securities of the Company are no longer publicly
                  traded if the Company's securities cease to be publicly traded
                  as a  consequence  of  the  Change  in  Control  shall  not be
                  considered a change in  responsibilities  or duties),  and the
                  other terms and conditions of employment  following the Change
                  in  Control  do  not  impose  on the  Participant  obligations
                  materially more burdensome than those to which the Participant
                  was subject prior to the Change in Control;

                           (ii) the aggregate  compensation  (including  salary,
                  bonus and other benefit plans, including option plans) of such
                  Participant  is  substantially  economically  equivalent to or
                  greater  than  such   Participant's   aggregate   compensation
                  immediately  prior to the  Change in Control  Date.  In making
                  such  determination  (A) there shall be taken into account all
                  contingent or unvested compensation,  under  performance-based
                  compensation plans or otherwise,  with appropriate  adjustment
                  for   rights   of   forfeiture,   vesting   rules   and  other
                  contingencies to payment,  and (B) any compensation payable by
                  reason of the Change in Control shall be disregarded; and

                           (iii)  the  Participant   remains   employed  in  the
                  metropolitan  area  in  which  he  was  employed   immediately
                  preceding the Change in Control.

                  (n)  "Disability"  means  that the  Participant  has  suffered
         physical  or mental  incapacity  of such  nature as to prevent him from
         engaging  in or  performing  the  principal  duties  of  his  customary
         employment or occupation on a continuing or sustained  basis,  provided
         that, if a Participant  has entered into an employment  agreement  with
         the Company,  the Committee,  in its sole discretion,  may determine to
         substitute   the   definition   set  forth  in  such   agreement.   All
         determinations  as  to  the  date  and  extent  of  disability  of  any
         Participant  shall  be made by the  Committee  upon  the  basis of such
         evidence as it deems necessary or desirable.

                  (o) "Exchange Act" means the Securities  Exchange Act of 1934,
         as amended;  "Exchange Act Rule 16b-3" means Rule 16b-3  promulgated by
         the  Securities and Exchange  Commission  under the Exchange Act or any
         successor regulation.

                  (p)      "Fair Market Value" as of any date means, unless
         otherwise expressly provided in this Plan:

                           (i) (A) the  closing  sales  price  of a Share on the
                  composite  tape for New York Stock  Exchange  ("NYSE")  listed
                  shares,  or if Shares are not quoted on the composite tape for
                  NYSE  listed  shares,  on the  Nasdaq  National  Market or any
                  similar  system  then in use or,  (B) if clause  (i)(A) is not
                  applicable, the mean between the closing "bid" and the closing
                  "asked"  quotation of a Share on the Nasdaq National Market or
                  any  similar  system then in use, or (C) if the Shares are not
                  quoted  on the  NYSE  composite  tape or the  Nasdaq  National
                  Market or any  similar  system then in use,  the closing  sale
                  price of a Share on the  principal  United  States  securities
                  exchange registered under the Exchange Act on which the Shares
                  are listed, in any case on the date the Award is granted,  or,
                  if no sale of Shares shall have  occurred on that date, on the
                  next preceding day on which a sale of Shares occurred, or

                           (ii)  if  clause  (i) is  not  applicable,  what  the
                  Committee  determines  in good  faith  to be 100% of the  fair
                  market value of a Share on that date.

         However, if the applicable securities exchange or system has closed for
         the day at the time the event occurs that triggers a  determination  of
         Fair  Market  Value,  all  references  in this  paragraph  to the "date
         immediately  preceding  that date" shall be deemed to be  references to
         "that  date."  In the  case  of an  Incentive  Stock  Option,  if  such
         determination  of Fair  Market  Value is not  consistent  with the then
         current regulations of the Secretary of the Treasury, Fair Market Value
         shall  be  determined  in  accordance   with  said   regulations.   The
         determination  of Fair Market Value shall be subject to  adjustment  as
         provided in Section 12(f) hereof.

                  (q) "Fundamental Change" means a dissolution or liquidation of
         the Company,  a sale of substantially all of the assets of the Company,
         a  merger  or  consolidation  of the  Company  with or into  any  other
         corporation,  regardless  of  whether  the  Company  is  the  surviving
         corporation,  or a statutory share exchange  involving capital stock of
         the Company.

                  (r)  "Incentive  Stock Option" means any Option  designated as
         such and granted in accordance with the  requirements of Section 422 of
         the Code or any successor to such section.

                  (s)  "Non-Employee  Director"  means a director of the Company
         who is not an employee of the Company, a Parent or a Subsidiary and has
         not, within one year  immediately  preceding the  determination of such
         director's  eligibility,  received  any  award  under  any  plan of the
         Company,  a Parent  or a  Subsidiary  that  entitles  the  participants
         therein to acquire stock, stock options or stock appreciation rights of
         any such company  (other than any other plan under which  participants'
         entitlements  are governed by provisions  meeting the  requirements  of
         Rule 16b-3(c)(2)(ii) promulgated under the Exchange Act).

                  (t)      "Non-Qualified Stock Option" means an Option other
         than an Incentive Stock Option.

                  (u) "Other  Stock-Based  Award"  means an Award of Stock or an
         Award based on Stock other than  Options,  Stock  Appreciation  Rights,
         Restricted Stock or Performance Shares.

                  (v)  "Option"  means a right to  purchase  Stock  (or,  if the
         Committee so provides in an applicable  Agreement,  Restricted  Stock),
         including both Non-Qualified Stock Options and Incentive Stock Options.

                  (w)      "Parent" means a "parent corporation," as that term
         is defined in Section 424(e) of the Code, or any successor provision.

                  (x)      "Participant" means an Associate to whom an Award is
         made.

                  (y)      "Performance Period" means the period of time as
         specified in an Agreement over which Performance Shares are to be
         earned.

                  (z)  "Performance  Shares"  means  a  contingent  award  of  a
         specified number of Performance  Shares,  with each  Performance  Share
         equivalent  to one or  more  Shares  or a  fractional  Share  or a Unit
         expressed  in terms of one or more  Shares or a  fractional  Share,  as
         specified in the applicable  Agreement,  a variable percentage of which
         may  vest  depending  upon  the  extent  of  achievement  of  specified
         performance objectives during the applicable Performance Period.

                  (aa)     "Plan" means this 2000 Long-Term Incentive Plan, as
         amended and in effect from time to time.

                  (bb) "Related  Entity" shall mean a Parent,  a Subsidiary,  or
         any  employee  benefit plan  (including a trust  forming a part of such
         plan) maintained by the Company, a Parent or a Subsidiary.

                  (cc)  "Restricted  Stock" means Stock granted under Section 10
         hereof  so  long  as  such  Stock  remains   subject  to  one  or  more
         restrictions.

                  (dd) "Retirement"  shall mean, except as otherwise provided in
         an Agreement,  termination of employment after either (i) attainment of
         age 65, or (ii) the normal  retirement  age specified in the provisions
         of a  retirement  plan  maintained  by the  Company  for its  employees
         generally.

                  (ee) "Senior Executive" means any Associate who is an employee
         of the Company  and whose base salary is  determined  by  reference  to
         Salary Grades M3 through and including M5 (as such salary grades are in
         effect on the effective date of this Plan), or, if the Company modifies
         its  salary  grades  after  such  effective  date,  in the most  nearly
         comparable  salary  grades for senior  executives  of the Company under
         such  modified  system  as  determined  by the  Committee  in its  sole
         discretion.

                  (ff)     "Share" means a share of Stock.

                  (gg) "Stock" means the Company's  Class A common stock,  $0.01
         par value per  share  (as such par value may be  adjusted  from time to
         time) or any securities issued in respect thereof by the Company or any
         successor  to the Company as a result of an event  described in Section
         12(f).

                  (hh) "Stock  Appreciation  Right" means a right,  the value of
         which is  determined  relative  to  appreciation  in  value  of  Shares
         pursuant to an Award granted under Section 8 hereof.

                  (ii)  "Subsidiary"  means a "subsidiary  corporation," as that
         term is  defined  in  Section  424(f)  of the  Code,  or any  successor
         provision.

                  (jj) "Successor" with respect to a Participant means the legal
         representative of an incompetent Participant and, if the Participant is
         deceased,  the legal representative of the estate of the Participant or
         the person or persons who may, by bequest or inheritance,  or under the
         terms  of an  Award or of forms  submitted  by the  Participant  to the
         Committee under Section 12(h) hereof,  acquire the right to exercise an
         Option  or Stock  Appreciation  Right or  receive  cash  and/or  Shares
         issuable in  satisfaction  of an Award in the event of a  Participant's
         death.

                  (kk) "Term"  means the period  during which an Option or Stock
         Appreciation  Right may be  exercised  or the period  during  which the
         restrictions  placed  on  Restricted  Stock or any  other  Award are in
         effect.

                  (ll) "Unit" means a bookkeeping  entry that may be used by the
         Company  to  record  and  account   for  the  grant  of  Stock,   Stock
         Appreciation  Rights and Performance Shares expressed in terms of Units
         of Stock until such time as the Award is paid,  canceled,  forfeited or
         terminated.

                  (mm) "Vice  President"  means any Associate who is an employee
         of the Company  and whose base salary is  determined  by  reference  to
         Salary Grades M1 through and including M2 (as such salary grades are in
         effect on the effective date of this Plan), or, if the Company modifies
         its  salary  grades  after  such  effective  date,  in the most  nearly
         comparable  salary grades for vice presidents of the Company under such
         modified system as determined by the Committee in its sole discretion.

                  Except when otherwise  indicated by the context,  reference to
         the masculine gender shall include,  when used, the feminine gender and
         any term used in the singular shall also include the plural.

         3.       Administration.

                  (a) Authority of Committee.  The  Committee  shall  administer
         this Plan or  delegate  its  authority  to do so as provided in Section
         3(b) hereof. The Committee shall have exclusive power (acting alone or,
         to the extent the Committee deems  appropriate for purposes of Exchange
         Act Rule 16b-3,  in  conjunction  with the full Board),  subject to the
         limitations  contained  in this Plan,  to make Awards and to  determine
         when and to whom Awards will be granted, and the form, amount and other
         terms and  conditions of each Award,  subject to the provisions of this
         Plan. The Committee, subject to the limitations contained in this Plan,
         may  determine  whether,  to what  extent and under what  circumstances
         Awards  may be  settled,  paid or  exercised  in cash,  Shares or other
         Awards or other  property,  or canceled,  forfeited or  suspended.  The
         Committee shall have the authority to interpret this Plan and any Award
         or  Agreement  made under this Plan,  to  establish,  amend,  waive and
         rescind any rules and  regulations  relating to the  administration  of
         this Plan,  to  determine  the terms and  provisions  of any  Agreement
         entered into hereunder (not  inconsistent  with this Plan), and to make
         all other determinations  necessary or advisable for the administration
         of this Plan. The Committee may correct any defect, supply any omission
         or  reconcile  any  inconsistency  in this  Plan or in any Award in the
         manner and to the extent it shall deem desirable. All determinations of
         the Committee in the  administration of this Plan, as described herein,
         shall be final, binding and conclusive,  including, without limitation,
         as to any  adjustments  pursuant  to Section  12(f).  A majority of the
         members of the Committee  shall  constitute a quorum for any meeting of
         the Committee.  Notwithstanding  the foregoing,  in administering  this
         Plan with respect to Awards for Non-Employee Directors, the Board shall
         exercise the powers of the Committee.

                  (b) Delegation of Authority. The Committee may delegate all or
         any  part of its  authority  under  this  Plan to the  Chief  Executive
         Officer of the Company for  purposes of  determining  Awards of Options
         solely to Associates  who are employees who are not Vice  Presidents or
         Senior  Executives  and who  are  not  then  subject  to the  reporting
         requirements  of Section 16 of the  Exchange  Act. In  delegating  such
         authority the Committee shall specify the maximum number of shares that
         may be awarded to any single  employee.  The  authority so delegated to
         the Chief Executive Officer may not be subdelegated.

         4.       Shares Available; Maximum Payouts.

                  (a)  Shares  Available.  The  number of Shares  available  for
         distribution  under this Plan shall be 485,000  Shares.  Such number of
         Shares  shall  increase  annually,  effective  as of  each  January  1,
         commencing  January 1, 2001 and ending on January 1, 2004, by an amount
         equal to one percent (1.0%) of the Company's total  outstanding Class A
         and Class B Common Stock on each such date. Such number of Shares shall
         also be increased by the number of Shares made available as a result of
         forfeitures  under the Express Scripts,  Inc. Amended and Restated 1992
         and 1994 Stock Option Plans and the Express  Scripts,  Inc. Amended and
         Restated  1992 Stock Option Plan for Outside  Directors  (the "1992 and
         1994 Plans") (all of which Shares shall be subject to adjustment  under
         Section 12(f) hereof). On and after the effective date of this Plan, no
         further awards may be made under the 1992 and 1994 Plans. Shares issued
         under this Plan may be authorized and unissued  shares or issued shares
         held as treasury shares.

                  (b) Shares  Again  Available.  Any Shares  subject to an Award
         under this Plan which are not used  because the Award  expires  without
         all Shares  subject to such Award  having  been  issued or because  the
         terms and  conditions of the Award are not met may again be used for an
         Award under this Plan.  Any Shares that are the subject of Awards which
         are subsequently  forfeited to the Company pursuant to the restrictions
         applicable  to such  Award  may again be used for an Award  under  this
         Plan. If a Participant exercises a Stock Appreciation Right, any Shares
         covered  by the Stock  Appreciation  Right in  excess of the  number of
         Shares  issued  (or, in the case of a  settlement  in cash or any other
         form of  property,  in excess of the number of Shares equal in value to
         the amount of such  settlement,  based on the Fair Market Value of such
         Shares  on the date of such  exercise)  may  again be used for an Award
         under this Plan.  If, in accordance  with the Plan, a Participant  uses
         Shares to (i) pay a purchase or  exercise  price,  including  an Option
         exercise price, or (ii) satisfy tax withholdings, such Shares may again
         be used for an Award under this Plan.

                  (c)  Unexercised  Awards.  Any  unexercised  or  undistributed
         portion of any terminated,  expired,  exchanged,  or forfeited Award or
         any Award  settled  in cash in lieu of Shares  (except as  provided  in
         Section 4(b) hereof) shall be available for further Awards.

                  (d)      No Fractional Shares.  No fractional Shares may be
         issued under this Plan; fractional Shares will be rounded down to the
         nearest whole Share.

         5.       Eligibility.  Awards may be granted under this Plan to any
 Associate at the discretion of the Committee.

         6.       General Terms of Awards.

                  (a)  Awards.  Awards  under  this Plan may  consist of Options
         (either Incentive Stock Options or Non-Qualified Stock Options),  Stock
         Appreciation  Rights,  Performance  Shares,  Restricted  Stock or Other
         Stock-Based  Awards.  Awards of Restricted Stock may, in the discretion
         of the Committee,  provide the  Participant  with dividends or dividend
         equivalents  and voting  rights  prior to vesting  (whether  vesting is
         based on a period of time,  the  attainment  of  specified  performance
         conditions or otherwise).

                  (b)  Amount  of  Awards.  Each  Agreement  shall set forth the
         number of Shares  of  Restricted  Stock,  Stock or  Performance  Shares
         subject to such Agreement,  or the number of Shares to which the Option
         applies or with respect to which payment upon the exercise of the Stock
         Appreciation  Right is to be determined,  as the case may be,  together
         with such  other  terms and  conditions  applicable  to the Award  (not
         inconsistent with this Plan) as determined by the Committee in its sole
         discretion.

                  (c) Term. Each Agreement,  other than those relating solely to
         Awards of Stock without  restrictions,  shall set forth the Term of the
         Award and any applicable  Performance Period for Performance Shares, as
         the case  may be,  but in no  event  shall  the Term of an Award or the
         Performance Period be longer than ten years after the date of grant. An
         Agreement  with  a  Participant  may  permit  acceleration  of  vesting
         requirements  and of the  expiration of the  applicable  Term upon such
         terms and conditions as shall be set forth in the Agreement, which may,
         but,  unless  otherwise  specifically  provided in this Plan, need not,
         include, without limitation, acceleration resulting from the occurrence
         of  the  Participant's   death  or  Disability.   Acceleration  of  the
         Performance  Period of  Performance  Shares shall be subject to Section
         9(b) hereof.

                  (d) Agreements.  Each Award under this Plan shall be evidenced
         by an Agreement  setting forth the terms and conditions,  as determined
         by the  Committee,  that shall apply to such Award,  in addition to the
         terms and conditions specified in this Plan.

                  (e)  Transferability.  During the lifetime of a Participant to
         whom an Award is granted,  only such Participant (or such Participant's
         legal  representative)  may  exercise  an Option or Stock  Appreciation
         Right or receive  payment  with  respect to  Performance  Shares or any
         other Award.  No Award of Restricted  Stock (prior to the expiration of
         the  restrictions),  Options,  Stock Appreciation  Rights,  Performance
         Shares  or  other  Award   (other  than  an  award  of  Stock   without
         restrictions)  may  be  sold,  assigned,  transferred,   exchanged,  or
         otherwise encumbered, and any attempt to do so (including pursuant to a
         decree of divorce or any  judicial  declaration  of property  division)
         shall  be of  no  effect.  Notwithstanding  the  immediately  preceding
         sentence,  an Agreement may provide that an Award shall be transferable
         to a Successor in the event of a Participant's death.

                  (f) Termination of Employment  Generally.  Except as otherwise
         determined  by  the  Committee  or  provided  by  the  Committee  in an
         applicable  Agreement  (which  may,  without  limitation,  in the  sole
         discretion  of  the   Committee,   provide  for  an  extension  of  the
         exercisability  of Options  and Stock  Appreciation  Rights  beyond the
         periods set forth in paragraphs  (i)(A)  through (E) below,  subject in
         all events to paragraph  (i)(F) below),  in the case of a Participant's
         termination of employment, the following provisions shall apply:

                           (i)      Options and Stock Appreciation Rights.

                                    (A)  Death.  If a  Participant's  employment
                           terminates  because  of his or her  death,  then  any
                           Option  or  Stock  Appreciation  Right  that  has not
                           expired or been terminated  shall become  exercisable
                           in full,  and may be exercised  by the  Participant's
                           Successor at any time,  or from time to time,  within
                           one year after the date of the Participant's death.

                                    (B)    Disability.    If   a   Participant's
                           employment terminates because of Disability, then any
                           Option  or  Stock  Appreciation  Right  that  has not
                           expired or been terminated  shall become  exercisable
                           in full,  and the  Participant  or the  Participant's
                           Successor   may   exercise   such   Option  or  Stock
                           Appreciation Right at any time, or from time to time,
                           within one year  after the date of the  Participant's
                           Disability.

                                    (C)   Retirement.   Upon   a   Participant's
                           Retirement,  any Option or Stock  Appreciation  Right
                           that has not expired or been terminated  shall become
                           exercisable in full, and the Participant may exercise
                           such Option or Stock  Appreciation Right at any time,
                           or from time to time,  within one year after the date
                           of the Participant's retirement.

                                    (D) Termination for Cause.  Upon termination
                           of a  Participant's  employment  by the  Company  for
                           Cause,  all  Awards,  to the  extent  not  previously
                           exercised, shall immediately terminate.

                                    (E)  Reasons  other  than   Termination  for
                           Cause,   Death,   Retirement  or  Disability.   If  a
                           Participant's  employment  terminates  for any reason
                           other than death,  Disability,  Retirement  or by the
                           Company   for   Cause,   then  any  Option  or  Stock
                           Appreciation  Right  that  has  not  expired  or been
                           terminated  shall  remain  exercisable  for one month
                           after  termination of the  Participant's  employment,
                           but only to the  extent  that  such  Option  or Stock
                           Appreciation Right was exercisable  immediately prior
                           to such Participant's termination of employment.

                                    (F) Expiration of Term.  Notwithstanding any
                           provision of this Plan to the  contrary,  in no event
                           shall  an  Option  or a Stock  Appreciation  Right be
                           exercisable  after  expiration  of the  Term  of such
                           Award. Any Option or Stock Appreciation Right that is
                           not  exercised  within the  periods  set forth in the
                           foregoing  paragraphs  (A)-(E),  except as  otherwise
                           provided by the Company in the applicable  Agreement,
                           shall   terminate  as  of  the  end  of  the  periods
                           described in such paragraphs.

                           (ii)   Performance   Shares.   If   a   Participant's
                  employment   with  the  Company  or  any  of  its   Affiliates
                  terminates  during a  Performance  Period  because  of  death,
                  Disability  or  Retirement,   or  under  other   circumstances
                  provided by the Committee in its  discretion in the applicable
                  Agreement or otherwise, the Participant,  unless the Committee
                  shall otherwise provide in the applicable Agreement,  shall be
                  entitled to a payment of Performance  Shares at the end of the
                  Performance  Period based upon the extent to which achievement
                  of performance targets was satisfied at the end of such period
                  (as  determined  at the  end of the  Performance  Period)  and
                  prorated  for the  portion of the  Performance  Period  during
                  which the  Participant  was  employed  by the  Company  or any
                  Affiliate.  Except as provided in this Section  6(f)(ii) or in
                  the  applicable  Agreement,  if  a  Participant's   employment
                  terminates with the Company or any of its Affiliates  during a
                  Performance   Period,  then  such  Participant  shall  not  be
                  entitled  to any  payment  with  respect  to that  Performance
                  Period.

                           (iii) Restricted Stock.  Unless otherwise provided in
                  the applicable  Agreement,  in case of a Participant's  death,
                  Disability or Retirement, the Participant shall be entitled to
                  receive  a  number  of  shares  of   Restricted   Stock  under
                  outstanding  Awards that has been pro-rated for the portion of
                  the  Term of the  Awards  during  which  the  Participant  was
                  employed by the Company or any Affiliate,  and with respect to
                  such  Shares  all  restrictions  shall  lapse.  Any  shares of
                  Restricted  Stock as to which  restrictions do not lapse under
                  the  preceding  sentence  shall  terminate  at the date of the
                  Participant's  termination  of employment for any other reason
                  and such shares of Restricted  Stock shall be forfeited to the
                  Company.

                  (g)      Acceleration of Vesting Upon Change in Control - No
        Public Market for Company or Exchange Stock

                           (i) Except as may be otherwise specified in the terms
                  of any Award, upon the occurrence of a Change in Control after
                  which there will be no generally recognized U.S. public market
                  for the Company's Class A Common Stock or any common stock for
                  which the Company's Class A Common Stock is exchanged, (I) any
                  Option or Stock  Appreciation  Right  that has not  expired or
                  been  terminated  shall,  to the extent  not yet  exercisable,
                  become  exercisable in full, and (II) any  restrictions  still
                  applicable  to any  Award of  Restricted  Shares,  Performance
                  Shares, or Other Stock-Based Award held by a Participant shall
                  lapse;  provided,  however,  that in the  case of  Performance
                  Shares the  Participant  shall be entitled to receive a number
                  of Performance Shares on the Change in Control Date based upon
                  the extent to which  achievement  of  performance  targets was
                  satisfied as of such date,  as  determined by the Committee in
                  its sole discretion. Notwithstanding the foregoing, any amount
                  (in stock or otherwise)  payable to a Participant  pursuant to
                  this  Section  6(g)  shall be  subject  to,  and  modified  in
                  accordance  with,  the  provisions of any  employment or other
                  agreement  between the Company  and the  Participant  that has
                  been approved by the Board or the Committee.

                           (ii)  Upon  the  occurrence  of a Change  in  Control
                  Transaction described in clause (g)(i) above, on the Change in
                  Control Date the Company will repurchase, and each Participant
                  shall sell to the  Company,  any  Option,  Stock  Appreciation
                  Right,   Restricted  Stock,   Performance   Shares,  or  Other
                  Stock-Based Award held by such Participant as follows:

                        (A)         Any Option or Stock  Appreciation Right will
                                    be repurchased at a per share price equal to
                                    the excess (if any) of the Change in Control
                                    Price over the exercise  price of the Option
                                    or  the   specified   price  of  the   Stock
                                    Appreciation Right, as the case may be;

                        (B)         Any Restricted Stock or Performance Shares
                                    will be repurchased at a per share price
                                    equal to the Change in Control Price; and

                        (C)         Any   Other   Stock-Based   Award   will  be
                                    repurchased  at a  price  determined  by the
                                    Committee  in  its  sole  discretion  to  be
                                    consistent  with the  treatment  of Options,
                                    Stock Appreciation Rights,  Restricted Stock
                                    or Performance Shares.

                  (h)  Acceleration  of  Vesting  Upon  Other  Change in Control
         Transactions.  Except as may be otherwise specified in the terms of any
         Award,  upon the  occurrence  of a Change in Control  after which there
         remains a generally  recognized  U.S.  public  market for the Company's
         Class A Common  Stock or for any common  stock for which the  Company's
         Class A Common Stock is exchanged,  outstanding Awards shall be treated
         as follows:

                           (i)  Comparable  Employment  Not  Offered.  Upon  the
                  occurrence  of a Change in Control  transaction  described  in
                  clause (h) above,  if a Participant who is a Vice President or
                  Senior Executive is not offered Comparable Employment with the
                  Company  or any  successor  to the  Company's  business  on or
                  before  the  Change in  Control  Date,  then (I) any Option or
                  Stock   Appreciation  Right  that  has  not  expired  or  been
                  terminated  shall, to the extent not yet  exercisable,  become
                  exercisable   in  full,  and  (II)  any   restrictions   still
                  applicable  to any  Award of  Restricted  Shares,  Performance
                  Shares,  or Other  Stock-Based  Award shall  lapse;  provided,
                  however,   that  in  the  case  of   Performance   Shares  the
                  Participant   shall  be   entitled  to  receive  a  number  of
                  Performance  Shares  (or  payment  therefor)  on the Change in
                  Control  Date based upon the  extent to which  achievement  of
                  performance   targets  was  satisfied  as  of  such  date,  as
                  determined   by  the   Committee   in  its  sole   discretion.
                  Notwithstanding  the  foregoing,   any  amount  (in  stock  or
                  otherwise)  payable to a Participant  pursuant to this Section
                  6(h) shall be subject to, and modified in accordance with, the
                  provisions of any  employment or other  agreement  between the
                  Company  and the  Participant  that has been  approved  by the
                  Board or the Committee.

                           (ii)   Market  for  ESI  Stock   Exists;   Comparable
                  Employment  Offered and  Accepted.  Upon the  occurrence  of a
                  Change in Control  transaction  after  which  there  remains a
                  generally  recognized  U.S.  public  market for the  Company's
                  Class A Common Stock, if a Participant who is a Vice President
                  or  Senior   Executive  is  offered  and  accepts   Comparable
                  Employment  with the Company or any successor to the Company's
                  business on or before the Change in Control Date, then

                                    (A) on the Change in Control Date  one-third
                           of the  unvested  portion of each Award of Options or
                           Stock Appreciation  Rights held by a Senior Executive
                           or a Vice President shall vest and become immediately
                           exercisable,  and to  the  extent  that  restrictions
                           remain  in  effect  with  respect  to each  Award  of
                           Restricted  Shares,   Performance  Shares,  or  Other
                           Stock-Based  Award  held by a Senior  Executive  or a
                           Vice President,  such  restrictions  shall lapse with
                           respect to one-third of such shares;

                                    (B) on the  first  anniversary  date  of the
                           Change in Control  Transaction  one-half  of the then
                           remaining  unvested  portion of each Award of Options
                           or  Stock  Appreciation   Rights  held  by  a  Senior
                           Executive  that was  granted  prior to the  Change in
                           Control  Date  shall  vest  and  become   immediately
                           exercisable,  and to  the  extent  that  restrictions
                           remain  in  effect  with  respect  to each  Award  of
                           Restricted  Shares,   Performance  Shares,  or  Other
                           Stock-Based Award held by a Senior Executive that was
                           granted  prior to the  Change in Control  Date,  such
                           restrictions  shall  lapse  with  respect to the then
                           remaining one-half of such shares; and

                                    (C) on the  second  anniversary  date of the
                           Change in Control  Transaction the remaining unvested
                           portion   of  each   Award   of   Options   or  Stock
                           Appreciation  Rights held by a Senior  Executive that
                           was granted prior to the Change in Control Date shall
                           vest and become immediately  exercisable,  and to the
                           extent  that  restrictions   remain  in  effect  with
                           respect   to  each   Award  of   Restricted   Shares,
                           Performance  Shares,  or Other Stock-Based Award held
                           by a Senior  Executive  that was granted prior to the
                           Change  in  Control  Date,  such  restrictions  shall
                           lapse.

                           (iii) Market for Exchange  Stock  Exists;  Comparable
                  Employment  Offered and  Accepted.  Upon the  occurrence  of a
                  Change in Control  transaction  after  which  there  remains a
                  generally  recognized  U.S. public market for the common stock
                  for which the Company's Class A Common Stock is exchanged,  if
                  a Participant  who is a Vice President or Senior  Executive is
                  offered and accepts Comparable  Employment with the Company or
                  any  successor  to the  Company's  business  on or before  the
                  Change in Control Date, then

                                    (A) on the Change in Control Date two-thirds
                           of the  unvested  portion of each Award of Options or
                           Stock Appreciation  Rights held by a Senior Executive
                           or a Vice President shall vest and become immediately
                           exercisable,  and to  the  extent  that  restrictions
                           remain  in  effect  with  respect  to each  Award  of
                           Restricted  Shares,   Performance  Shares,  or  Other
                           Stock-Based  Award  held by a Senior  Executive  or a
                           Vice President,  such  restrictions  shall lapse with
                           respect to two-thirds of such shares; and

                                    (B) on the  first  anniversary  date  of the
                           Change in Control  Transaction the remaining unvested
                           portion   of  each   Award   of   Options   or  Stock
                           Appreciation  Rights held by a Senior  Executive that
                           was granted prior to the Change in Control Date shall
                           vest and become immediately  exercisable,  and to the
                           extent  that  restrictions   remain  in  effect  with
                           respect   to  each   Award  of   Restricted   Shares,
                           Performance  Shares,  or Other Stock-Based Award held
                           by a Senior  Executive  that was granted prior to the
                           Change  in  Control  Date,  such  restrictions  shall
                           lapse.

                           If a Senior  Executive  or a Vice  President  to whom
                  clause (A) above  applies  voluntarily  terminates  his or her
                  employment  with the Company or any successor to the Company's
                  business  within one year of the Change in Control  Date other
                  than by reason of his or her death,  Disability  or Retirement
                  or  as  described  in  subsection  6(h)(v)  below,  then  such
                  Participant  shall  surrender 50% of that portion of the Award
                  that vested or became  immediately  exercisable or as to which
                  restrictions  lapsed pursuant to clause (A) to the extent such
                  Award is then held by the  Participant  and the Award required
                  to be surrendered shall be cancelled. If a Senior Executive or
                  a Vice President to whom clause (B) above applies  voluntarily
                  terminates  his or her  employment  with  the  Company  or any
                  successor  to the  Company's  business  within one year of the
                  first  anniversary of the Change in Control Date other than by
                  reason of his or her death,  Disability  or  Retirement  or as
                  described in subsection  6(h)(v) below,  then such Participant
                  shall  surrender 100% of that portion of the Award that vested
                  or became immediately  exercisable or as to which restrictions
                  lapsed pursuant to clause (B) to the extent such Award is then
                  held  by  the   Participant  and  the  Award  required  to  be
                  surrendered shall be cancelled. This paragraph shall not apply
                  to any  portion of an Award that  would have  vested,  or with
                  respect to which restrictions would have lapsed,  prior to the
                  Participant's  termination  of  employment  if the  Change  in
                  Control had not occurred.

                           To the extent that the preceding paragraph applies to
                  an Award and such  Award is not then held by the  Participant,
                  the Participant shall pay to the Company

                           (x) in the case of an  Option  or Stock  Appreciation
                           Right,  an amount  per share  equal to the excess (if
                           any) of the Change in Control Price over the exercise
                           price of the  Option  or the  specified  price of the
                           Stock Appreciation Right, as the case may be,

                           (y) in the case of Restricted Stock or Performance
                           Shares, an amount per share equal to the Change in
                           Control Price, and

                           (z) in the case of any other  Stock-Based  Award,  an
                           amount  determined  by  the  Committee  in  its  sole
                           discretion  to be  consistent  with the  treatment of
                           Options, Stock Appreciation Rights,  Restricted Stock
                           or Performance Shares,

                  less, in each such case, an amount equal to the product of (I)
                  the excess,  if any, of the sum of the  amounts  described  in
                  clauses  (x),  (y)  and  (z)  above  over  the  amount  of the
                  deduction  for  Federal  income  tax  purposes  to  which  the
                  Participant will be entitled by reason of the payment required
                  by this  paragraph,  multiplied  by (II) a percentage  that is
                  equal to the  highest  marginal  combined  Federal  and  state
                  income tax rate  applicable  to a single  person living in the
                  state  of  the  Participant's  residence  at the  time  of the
                  occurrence of the Change in Control.

                           (iv)  Partial  Vesting  Rule.  For  purposes  of  the
                  preceding  clauses  (ii) and (iii),  if an Award  provides for
                  vesting or lapse of  restrictions  in two or more  increments,
                  then  the   portion  of  such  Award  that  will  vest  on  an
                  accelerated  basis due to the  Change in  Control  will be the
                  stated fraction of each such vesting increment.

                           (v)  Termination of Employment  Prior to Vesting.  If
                  the  employment  of any  Participant  on the Change in Control
                  Date shall be  involuntarily  terminated  without Cause during
                  the period of eighteen (18) months commencing on the Change in
                  Control Date, or shall be voluntarily  terminated  during such
                  18-month period by the  Participant who is a Senior  Executive
                  or a Vice  President due to a change in employment  conditions
                  that  results  in  such  Participant  not  continuing  to have
                  Comparable Employment relative to the Participant's employment
                  immediately preceding the Change in Control Transaction, then,
                  notwithstanding  the  provisions of this  subsection  (h), any
                  Option or Stock  Appreciation  Right held by such  Participant
                  that was granted  prior to the Change in Control  Date and has
                  not expired or been  terminated  shall become  exercisable  in
                  full  and  shall  remain   exercisable  for  one  month  after
                  termination of the Participant's employment,  after which such
                  Option or Stock  Appreciation  Right shall terminate;  and any
                  restrictions  still  applicable  to any  Award  of  Restricted
                  Shares, Performance Shares, or Other Stock-Based Award held by
                  such  Participant  that was  granted  prior to the  Change  in
                  Control Date shall lapse; provided,  however, that in the case
                  of  Performance  Shares the  Participant  shall be entitled to
                  receive a number of Performance  Shares (or payment  therefor)
                  based  upon the  extent to which  achievement  of  performance
                  targets  was  satisfied  as of  the  date  of  termination  of
                  employment,  as  determined  by  the  Committee  in  its  sole
                  discretion.  If no public  market  for the  Company's  Class A
                  Common  Stock (or any stock  for which the  Company's  Class A
                  Common  Stock  has  been  exchanged)  exists  at the  time  of
                  termination of employment,  then the Company shall repurchase,
                  and  the  Participant  shall  sell,  any  such  Option,  Stock
                  Appreciation Right,  Restricted Stock,  Performance Shares, or
                  Other  Stock-Based Award held by such Participant at the price
                  provided for in the preceding subsection 6(g). This subsection
                  6(h)(v)  shall not apply to Awards  made  after the  Change in
                  Control Date unless otherwise provided in such Award.

                           (vi)  Comparable   Employment  Not  Accepted.   If  a
                  Participant  (other than a  Non-Employee  Director) is offered
                  Comparable Employment with the Company or any successor to the
                  Company's business on or before the Change in Control Date and
                  declines such  employment,  then the  provisions of subsection
                  6(f) shall apply to any Awards held by the  Participant at the
                  Change in Control Date.

                           (vii) Non-Employee Directors.  Upon the occurrence of
                  a Change in Control  described in clause (h) above, any Option
                  or Stock  Appreciation  Right held by a Non-Employee  Director
                  that has not expired or been  terminated  shall, to the extent
                  not yet  exercisable,  become  exercisable  in  full,  and any
                  restrictions  still  applicable  to any  Award  of  Restricted
                  Shares, Performance Shares, or Other Stock-Based Award held by
                  a Non-Employee Director shall lapse.

                  (i) Rights as Stockholder.  A Participant  shall have no right
         as a  stockholder  with respect to any  securities  covered by an Award
         until the date the Participant becomes the holder of record.

                  (j) Maximum Annual Awards Per Participant.  No Participant may
         receive any  combination of Awards relating to more than 250,000 Shares
         in the  aggregate  in any fiscal  year of the  Company  under this Plan
         (subject to adjustment under Section 12(f) hereof).

         7.       Stock Options.

                  (a)      Terms of All Options.

                           (i) Grants.  Each Option shall be granted pursuant to
                  an  Agreement  as  either  an  Incentive  Stock  Option  or  a
                  Non-Qualified  Stock Option.  Only Non-Qualified Stock Options
                  may be  granted to  Associates  who are not  employees  of the
                  Company or an Affiliate.

                           (ii) Purchase Price. The purchase price of each Share
                  subject to an Option shall be  determined by the Committee and
                  set forth in the applicable  Agreement,  but shall not be less
                  than 100% of the Fair  Market  Value of a Share as of the date
                  the  Option  is  granted.  Options,  once  issued,  may not be
                  repriced.  The  purchase  price of the Shares with  respect to
                  which an Option is  exercised  shall be payable in full at the
                  time of exercise,  provided  that, to the extent  permitted by
                  law and in  accordance  with rules  adopted by the  Committee,
                  Participants may simultaneously  exercise Options and sell the
                  Shares  thereby  acquired  pursuant to a brokerage  or similar
                  relationship  and use the  proceeds  from such sale to pay the
                  purchase price of such Shares.  The purchase price may be paid
                  in cash or, if the Committee so permits,  through  delivery or
                  tender to the Company of Shares  held,  either  actually or by
                  attestation,  by such  Participant for at least six months (in
                  each case,  such Shares  having a Fair Market  Value as of the
                  date the Option is exercised  equal to the  purchase  price of
                  the Shares being purchased pursuant to the Option), or, if the
                  Committee so permits, a combination thereof,  unless otherwise
                  provided in the  Agreement;  provided  that,  no Shares may be
                  tendered  in  exercise of an  Incentive  Stock  Option if such
                  shares were  acquired by the optionee  through the exercise of
                  an  Incentive  Stock  Option  unless (i) such shares have been
                  held by the  optionee  for at least one year and (ii) at least
                  two years have elapsed since such  Incentive  Stock Option was
                  granted.  Further,  the  Committee,  in  its  discretion,  may
                  approve  other  methods or forms of  payment  of the  purchase
                  price, and establish rules and procedures therefor.

                           (iii)   Exercisability.    Each   Option   shall   be
                  exercisable  in whole or in part on the terms  provided in the
                  Agreement.  In no event shall any Option be exercisable at any
                  time after its Term. When an Option is no longer  exercisable,
                  it shall be deemed to have lapsed or terminated.

                  (b)      Incentive Stock Options.  In addition to the other
        terms and conditions applicable to all Options:

                           (i) the aggregate Fair Market Value (determined as of
                  the date the Option is granted) of the Shares with  respect to
                  which  Incentive  Stock  Options held by an  individual  first
                  become  exercisable  in any calendar year (under this Plan and
                  all other incentive stock options plans of the Company and its
                  Affiliates)  shall not exceed $100,000 (or such other limit as
                  may be required by the Code),  if such limitation is necessary
                  to qualify the Option as an Incentive Stock Option, and to the
                  extent an Option or Options  granted to a  Participant  exceed
                  such  limit  such  Option  or  Options  shall  be  treated  as
                  Non-Qualified Stock Options;

                           (ii)  an   Incentive   Stock   Option  shall  not  be
                  exercisable  and the Term of the Award  shall not be more than
                  ten years  after the date of grant (or such other limit as may
                  be required by the Code) if such  limitation  is  necessary to
                  qualify the Option as an Incentive Stock Option;

                           (iii)  the  agreement  covering  an  Incentive  Stock
                  Option shall contain such other terms and provisions which the
                  Committee  determines  necessary  to qualify such Option as an
                  Incentive Stock Option; and

                           (iv) notwithstanding any other provision of this Plan
                  if, at the time an  Incentive  Stock  Option is  granted,  the
                  Participant owns (after  application of the rules contained in
                  Section 424(d) of the Code, or its successor provision) Shares
                  possessing  more than ten percent of the total combined voting
                  power  of  all   classes  of  stock  of  the  Company  or  its
                  subsidiaries,  (A) the option price for such  Incentive  Stock
                  Option  shall be at least 110% of the Fair Market Value of the
                  Shares subject to such  Incentive  Stock Option on the date of
                  grant and (B) such Option shall not be  exercisable  after the
                  date five years from the date such  Incentive  Stock Option is
                  granted.

                  (c) Option Grant for Non-Employee  Directors.  Each individual
         who is elected or appointed to the office of director as a Non-Employee
         Director  after  the  effective  date  of this  Plan  shall  receive  a
         Non-Qualified  Option to purchase  48,000  Shares as of the date of the
         first  meeting  of the Board  which  such  individual  attends  in such
         capacity. Such Option shall have the following terms and conditions:

                           (i) Price.  The purchase price for the Shares subject
                  to such Option shall be one hundred percent (100%) of the Fair
                  Market Value of a Share as of the date the Option is granted.

                           (ii)     Term.  The term of such Option shall be ten
        years from the date that it is granted.

                           (iii)   Vesting.   Subject  to  the   provisions   of
                  subsections  6(g),  6(h) and the following  clause (iv),  such
                  Option  shall  become   exercisable  in   installments   on  a
                  cumulative  basis  at a rate of  one-fifth  (1/5)  each  year,
                  beginning on the first anniversary of the date of grant and on
                  each successive  anniversary  thereafter,  until the date such
                  Option expires or is terminated.

                           (iv) Termination of Service as Non-Employee Director.
                  Except as provided in this  subsection  (iv), all  outstanding
                  Options held by a Non-Employee  Director terminate immediately
                  if such  individual  ceases to be a Non-Employee  Director for
                  any reason other than death or  Disability,  provided that, if
                  the Optionee has attained age  sixty-five  (65) at the time of
                  such cessation,  the portion of his  outstanding  Options that
                  have not become  exercisable  as of such date shall  terminate
                  immediately,  and the remaining portion,  if any, shall remain
                  exercisable  for a  period  of  three  months  following  such
                  cessation,  and shall  thereafter  terminate.  If an  Optionee
                  ceases  to be a  Non-Employee  Director  due to his  death  or
                  Disability,  all  outstanding  Options  held by such  Optionee
                  shall  immediately  become fully exercisable to the extent not
                  so exercisable, shall remain exercisable for a period of three
                  months   following  such  cessation,   and  shall   thereafter
                  terminate. Notwithstanding the foregoing, no provision in this
                  subsection  (iv) shall extend the exercise period of an Option
                  beyond its original term.

         The Board, in its  discretion,  may make other Awards from time to time
         to Non-Employee Directors,  upon such terms and conditions,  consistent
         with the provisions of this Plan, as the Board may determine.

         8. Stock  Appreciation  Rights. An Award of a Stock  Appreciation Right
shall entitle the Participant, subject to terms and conditions determined by the
Committee,  to receive upon  exercise of the Stock  Appreciation  Right all or a
portion  of the excess of (i) the Fair  Market  Value of a  specified  number of
Shares as of the date of  exercise of the Stock  Appreciation  Right over (ii) a
specified  price which  shall not be less than 100% of the Fair Market  Value of
such Shares as of the date of grant of the Stock Appreciation Right (referred to
in  Section  12(f)  and  Section  13(b)  as  the  "purchase   price").  A  Stock
Appreciation   Right  may  be  granted  in  connection   with  a  previously  or
contemporaneously  granted  Option,  or independent of any Option.  If issued in
connection with an Option, the Committee may impose a condition that exercise of
a Stock  Appreciation  Right  cancels the Option with which it is connected  and
exercise of the connected  Options cancels the Stock  Appreciation  Right.  Each
Stock  Appreciation  Right may be  exercisable  in whole or in part on the terms
provided  in the  applicable  Agreement.  No Stock  Appreciation  Right shall be
exercisable at any time after its Term.  When a Stock  Appreciation  Right is no
longer exercisable,  it shall be deemed to have lapsed or terminated.  Except as
otherwise  provided  in the  applicable  Agreement,  upon  exercise  of a  Stock
Appreciation  Right,  payment to the  Participant  (or to his or her  Successor)
shall be made in the form of cash,  Stock or a combination of cash and Stock (as
determined by the Committee if not otherwise specified in the Award) as promptly
as practicable  after such exercise.  The Agreement may provide for a limitation
upon the  amount  or  percentage  of the  total  appreciation  on which  payment
(whether  in cash  and/or  Stock) may be made in the event of the  exercise of a
Stock Appreciation Right.

         9.       Performance Shares.

                  (a)  Initial  Award.  An Award  of  Performance  Shares  shall
         entitle a Participant  (or a Successor) to future  payments  based upon
         the  achievement of performance  targets  established in writing by the
         Committee. Payment shall be made in Stock, or a combination of cash and
         Stock, as determined by the Committee.  Such performance  targets shall
         be determined by the Committee in its sole discretion and shall consist
         of one or any  combination  of two or more of earnings or earnings  per
         share  before  income tax (profit  before  taxes),  net earnings or net
         earnings  per  share  (profit  after  tax),  inventory,  total  or  net
         operating asset turnover,  operating income,  total stockholder return,
         return on equity,  pre-tax and  pre-interest  expense return on average
         invested  capital,  which may be expressed on a current value basis, or
         sales growth,  successful  transition  of the Company's  clients to new
         claim adjudication platforms,  achievement of post-merger  integration,
         marketing, operating or workplan goals, and any such targets may relate
         to one or any  combination  of two or more of corporate,  group,  unit,
         division,  Affiliate  or  individual  performance.  The  Agreement  may
         establish that a portion of the maximum amount of a Participant's Award
         will be paid for performance which exceeds the minimum target but falls
         below the maximum target  applicable to such Award. The Agreement shall
         also provide for the timing of such payment.  Following the  conclusion
         or  acceleration  of  each  Performance  Period,  the  Committee  shall
         determine  the  extent  to which  (i)  performance  targets  have  been
         attained,  (ii) any other terms and conditions with respect to an Award
         relating  to such  Performance  Period have been  satisfied,  and (iii)
         payment is due with respect to a Performance Share Award.

                  (b) Acceleration and Adjustment.  The applicable Agreement may
         permit an acceleration  of the Performance  Period and an adjustment of
         performance  targets and  payments  with  respect to some or all of the
         Performance  Shares  awarded  to a  Participant,  upon  such  terms and
         conditions as shall be set forth in the Agreement,  upon the occurrence
         of certain events,  which may, but need not, include without limitation
         a Fundamental Change, the Participant's  death or Disability,  a change
         in  accounting  practices  of the Company or its  Affiliates,  or, with
         respect  to  payments  in  Stock  for  Performance   Share  Awards,   a
         reclassification,  stock dividend,  stock split or stock combination as
         provided in Section 12(f) hereof.

                  (c)  Valuation.  To the extent that  payment of a  Performance
         Share is made in cash, a Performance Share earned after conclusion of a
         Performance Period shall have a value equal to the Fair Market Value of
         a Share on the last day of such Performance Period.

         10.  Restricted  Stock.  Restricted Stock may be granted in the form of
Shares  registered in the name of the  Participant but held by the Company until
the restrictions on the Restricted Stock Award lapse, subject to forfeiture,  as
provided in the applicable  Agreement.  Any employment  conditions,  performance
conditions,  restrictions on transferability  and the Term of the Award shall be
established  by the Committee in its  discretion  and included in the applicable
Agreement.  The Committee may provide in the applicable  Agreement for the lapse
or waiver of any such restriction or condition based on such factors or criteria
as the Committee,  in its sole  discretion,  may determine,  which may, but need
not,  include  without  limitation the  Participant's  death or Disability.  The
Committee, in the applicable Agreement,  may, in its sole discretion,  award all
or any of the rights of a  stockholder  with respect to the Shares of Restricted
Stock  during the period that they remain  subject to  restrictions,  including,
without  limitation,  the right to vote the Shares and  receive  dividends.  Any
performance conditions to the lapse of restrictions on restricted stock shall be
determined  by the  Committee  in its  sole  discretion  and  shall  be based on
performance  targets  that consist of one or any  combination  of two or more of
earnings or earnings  per share before  income tax (profit  before  taxes),  net
earnings or net earnings per share (profit after tax),  inventory,  total or net
operating asset turnover,  operating income, total stockholder return, return on
equity,  pre-tax and pre-interest  expense return on average  invested  capital,
which may be  expressed  on a current  value  basis,  sales  growth,  successful
transition  of the Company's  clients to new claim  adjudication  platforms,  or
achievement of post-merger integration,  marketing, operating or workplan goals,
and any such  targets  may  relate to one or any  combination  of two or more of
corporate, group, unit, division, Affiliate or individual performance.

         11. Other Stock-Based Awards. The Committee may from time to time grant
Awards of Stock, and other Awards under this Plan  (collectively  herein defined
as "Other  Stock-Based  Awards"),  including  without  limitation  those  Awards
pursuant  to  which  Shares  may be  acquired  in the  future,  such  as  Awards
denominated in Stock, Stock Units, securities convertible into Stock and phantom
securities. The Committee, in its sole discretion,  shall determine, and provide
in the  applicable  Agreement  for,  the terms  and  conditions  of such  Awards
provided that such Awards shall not be inconsistent  with the terms and purposes
of this Plan. The Committee may, in its sole  discretion,  direct the Company to
issue Shares  subject to restrictive  legends and/or stop transfer  instructions
which are  consistent  with the terms and  conditions of the Award to which such
Shares relate.

         12.      General Provisions.

                  (a)  Effective  Date of this  Plan.  This  Plan  shall  become
         effective as of August 9, 2000, provided that this Plan is approved and
         ratified by the holders of the  Company's  common  stock in  accordance
         with the Company's  Certificate  of  Incorporation  at a meeting of the
         stockholders  of the Company held no later than August 8, 2001. If this
         Plan is not so approved,  any Award  granted under this Plan subject to
         such approval shall be cancelled and be null and void.

                  (b)  Duration  of this  Plan;  Date of Grant.  This Plan shall
         remain in effect until all Stock subject to it shall be  distributed or
         all Awards have  expired or lapsed,  whichever  is latest to occur,  or
         this Plan is terminated  pursuant to Section 12(e) hereof.  No Award of
         an  Incentive  Stock Option shall be made more than ten years after the
         effective date provided in Section 12(a) hereof (or such other limit as
         may be required by the Code) if such limitation is necessary to qualify
         the Option as an Incentive Stock Option.  The date and time of approval
         by the  Committee of the granting of an Award shall be  considered  the
         date and time at which such Award is made or  granted,  notwithstanding
         the  date  of any  Agreement  with  respect  to such  Award;  provided,
         however, that the Committee may grant Awards other than Incentive Stock
         Options to Associates or to persons who are about to become Associates,
         to be effective  and deemed to be granted on the  occurrence of certain
         specified  contingencies,  provided  that if the Award is  granted to a
         non-Associate  who is about to  become  an  Associate,  such  specified
         contingencies  shall  include,  without  limitation,  that such  person
         becomes an Associate.

                  (c) Right to Terminate Employment.  Nothing in this Plan or in
         any Agreement  shall confer upon any  Participant who is an employee of
         the Company the right to continue in the  employment  of the Company or
         any  Affiliate  or affect any right which the Company or any  Affiliate
         may have to terminate or modify the employment of the Participant  with
         or without cause.

                  (d) Tax  Withholding.  The  Company  shall  withhold  from any
         payment of cash or Stock to a  Participant  or other  person under this
         Plan an amount  sufficient  to cover any  required  withholding  taxes,
         including the  Participant's  social security and Medicare taxes (FICA)
         and federal,  state and local income tax with respect to income arising
         from payment of the Award.  The Company shall have the right to require
         the payment of any such taxes before  issuing any Stock pursuant to the
         Award.  In lieu  of all or any  part of a cash  payment  from a  person
         receiving  Stock under this Plan,  the Committee may, in the applicable
         Agreement or otherwise, permit a person to cover all or any part of the
         required withholdings,  and to cover any additional  withholdings up to
         the amount  needed to cover the person's  full FICA and federal,  state
         and local income tax with respect to income arising from payment of the
         Award,  through a reduction of the numbers of Shares  delivered to such
         person or a delivery  or tender to the  Company of Shares  held by such
         person, in each case valued in the same manner as used in computing the
         withholding taxes under applicable laws.

                  (e)  Amendment,  Modification  and  Termination  of this Plan.
         Except as provided  in this  Section  12(e),  the Board may at any time
         amend,  modify,  terminate or suspend this Plan.  Except as provided in
         this Section 12(e), the Committee may at any time alter or amend any or
         all  Agreements  under  this Plan to the  extent  permitted  by law and
         subject  to the  requirements  of  Section  2(b),  in which  event,  as
         provided in Section 2(b), the term "Agreement" shall mean the Agreement
         as so amended.  Amendments are subject to approval of the  stockholders
         of the Company only as required by applicable law or regulation,  or if
         the amendment increases the total number of shares available under this
         Plan.  No  termination,  suspension  or  modification  of this Plan may
         materially and adversely  affect any right acquired by any  Participant
         (or a Participant's legal representative) or any Successor or permitted
         transferee  under  an Award  granted  before  the date of  termination,
         suspension or modification,  unless otherwise  provided in an Agreement
         or  otherwise  or  required  as a  matter  of law.  It is  conclusively
         presumed that any adjustment for changes in capitalization provided for
         in Section 9(b) or 12(f) hereof does not adversely  affect any right of
         a Participant or other person under an Award.

                  (f)  Adjustment  for  Changes in  Capitalization.  Appropriate
         adjustments  in the aggregate  number and type of securities  available
         for Awards under this Plan, in the  limitations  on the number and type
         of securities that may be issued to an individual  Participant,  in the
         number and type of securities and amount of cash subject to Awards then
         outstanding,  in  the  Option  purchase  price  as to  any  outstanding
         Options, in the purchase price as to any outstanding Stock Appreciation
         Rights, and, subject to Section 9(b) hereof, in outstanding Performance
         Shares and payments with respect to outstanding Performance Shares, and
         comparable  adjustments,   if  applicable,  to  any  outstanding  Other
         Stock-Based  Award,  shall be made by the  Committee  to give effect to
         adjustments  made in the number or type of Shares through a Fundamental
         Change,  reorganization,   recapitalization,   reclassification,  stock
         dividend,  stock split, reverse stock split, stock combination,  rights
         offering,  spin-off or other relevant change,  provided that fractional
         Shares shall be rounded to the nearest  whole Share,  for which purpose
         one-half share shall be rounded down to the nearest whole Share.

                  (g) Other  Benefit and  Compensation  Programs.  Payments  and
         other  benefits  received by a participant  under an Award shall not be
         deemed a part of a Participant's  regular,  recurring  compensation for
         purposes of any termination,  indemnity or severance pay laws and shall
         not be  included  in,  nor have any effect  on,  the  determination  of
         benefits  under any other  employee  benefit plan,  contract or similar
         arrangement  provided by the Company or an Affiliate,  unless expressly
         so  provided  by  such  other  plan,  contract  or  arrangement  or the
         Committee  determines  that an Award or portion  of an Award  should be
         included to reflect competitive  compensation practices or to recognize
         that an Award has been made in lieu of a portion  of  competitive  cash
         compensation.

                  (h) Beneficiary Upon  Participant's  Death. To the extent that
         the  transfer of a  participant's  Award at death is  permitted by this
         Plan  or  under  an  Agreement,  (i) a  Participant's  Award  shall  be
         transferable to the beneficiary, if any, designated on forms prescribed
         by and  filed  with  the  Committee  and  (ii)  upon  the  death of the
         Participant,  such  beneficiary  shall  succeed  to the  rights  of the
         Participant  to the extent  permitted by law and this Plan.  If no such
         designation  of a beneficiary  has been made, the  Participant's  legal
         representative shall succeed to the Awards, which shall be transferable
         by will or pursuant to laws of descent and  distribution  to the extent
         permitted by this Plan or under an Agreement.

                  (i) Unfunded Plan. This Plan shall be unfunded and the Company
         shall not be required to  segregate  any assets that may at any time be
         represented  by Awards  under  this  Plan.  Neither  the  Company,  its
         Affiliates,  the  Committee,  nor the  Board  shall be  deemed  to be a
         trustee of any  amounts  to be paid under this Plan nor shall  anything
         contained in this Plan or any action taken  pursuant to its  provisions
         create or be construed to create a fiduciary  relationship  between the
         Company and/or its Affiliates,  and a Participant or Successor.  To the
         extent any person acquires a right to receive an Award under this Plan,
         such right shall be no greater than the right of an  unsecured  general
         creditor of the Company.

                  (j)      Limits of Liability.

                           (i) Any  liability of the Company to any  Participant
                  with   respect  to  an  Award  shall  be  based   solely  upon
                  contractual   obligations   created   by  this  Plan  and  the
                  Agreement.

                           (ii) Except as may be  required  by law,  neither the
                  Company  nor any  member or former  member of the Board or the
                  Committee,  nor  any  other  person  participating  (including
                  participation  pursuant to a  delegation  of  authority  under
                  Section  3(b)  hereof) in any  determination  of any  question
                  under this Plan, or in the  interpretation,  administration or
                  application  of this  Plan,  shall have any  liability  to any
                  party for any action taken,  or not taken, in good faith under
                  this Plan.

                           (iii)  To the  full  extent  permitted  by law,  each
                  member and former  member of the  Committee and each person to
                  whom the Committee  delegates or has delegated authority under
                  this Plan shall be entitled to  indemnification by the Company
                  against  any  loss,  liability,  judgment,  damage,  cost  and
                  reasonable  expense incurred by such member,  former member or
                  other person by reason of any action taken,  failure to act or
                  determination made in good faith under or with respect to this
                  Plan.

                  (k) Compliance with Applicable Legal Requirements. The Company
         shall not be  required  to issue or  deliver a  certificate  for Shares
         distributable  pursuant  to  this  Plan  unless  the  issuance  of such
         certificate complies with all applicable legal requirements  including,
         without limitation,  compliance with the provisions of applicable state
         securities  laws,  the Securities Act of 1933, as amended and in effect
         from time to time or any  successor  statute,  the Exchange Act and the
         requirements  of the exchanges,  if any, on which the Company's  Shares
         may, at the time, be listed.

                  (l)  Deferrals and  Settlements.  The Committee may require or
         permit  Participants  to elect to defer the  issuance  of Shares or the
         settlement of Awards in cash under such rules and  procedures as it may
         establish   under  this  Plan.   It  may  also  provide  that  deferred
         settlements  include  the  payment  or  crediting  of  interest  on the
         deferral amounts.

         13. Substitute Awards.  Awards may be granted under this Plan from time
to time in substitution  for Awards held by employees of other  corporations who
are  about to  become  Associates,  or  whose  employer  is  about  to  become a
Subsidiary  of the Company,  as the result of a merger or  consolidation  of the
Company or a Subsidiary of the Company with another corporation, the acquisition
by the Company or a Subsidiary  of the Company of all or  substantially  all the
assets of another  corporation or the acquisition by the Company or a Subsidiary
of the  Company of at least 50% of the issued and  outstanding  stock of another
corporation.  The terms and conditions of the  substitute  Awards so granted may
vary from the terms and  conditions set forth in this Plan to such extent as the
Board at the time of the grant may deem  appropriate to conform,  in whole or in
part,  to the  provisions  of the  Awards in  substitution  for  which  they are
granted,  but with respect to Awards which are Incentive Stock Options,  no such
variation  shall be permitted  which  affects the status of any such  substitute
option as an Incentive Stock Option.

         14.  Governing  Law. To the extent that federal  laws do not  otherwise
control,  this Plan and all  determinations  made and actions taken  pursuant to
this Plan shall be governed by the laws of Delaware,  without  giving  effect to
principles of conflicts of laws, and construed accordingly.

         15.  Severability.  In the event any  provision  of this Plan shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining  parts of this Plan, and this Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.

         16. Prior Plans. Notwithstanding the adoption of this Plan by the Board
and approval of this Plan by the Company's  stockholders  as provided by Section
12(a)  hereof,  the  Company's  1992 and 1994  Plans,  as the same may have been
amended from time to time,  shall remain in effect,  but grants of stock options
pursuant to the 1992 and 1994 Plans shall not be made after the  effective  date
of this Plan.  All grants  and  awards  heretofore  made under the 1992 and 1994
Plans shall be governed by the terms of the 1992 and 1994 Plans, respectively.