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Exhibit 10.24
   Medco Health Solutions, Inc.
 Deferred Compensation Plan For Directors




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Medco Health Solutions, Inc. Deferred Compensation Plan For Directors
 Article IEstablishment and Purpose
    
    
    1Article IIDefinitions
    
    
    1Article IIIEligibility and Participation
    
    
    6Article IVDeferrals
    
    
    6Article VBenefits
    
    
    9Article VIModifications to Payment Schedules
    
    
    11Article VIIValuation of Account Balances; Investments
    
    
    12Article VIIIAdministration
    
    
    13Article IXAmendment and Termination
    
    
    15Article XInformal Funding
    
    
    15Article XIClaims
    
    
    16Article XIIGeneral Provisions
    
    
    21




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Medco Health Solutions, Inc. Deferred Compensation Plan For Directors
 Article I  Establishment and Purpose
    Article II  Definitions
 2.1
    
    Account. Account means a bookkeeping account maintained by the Committee to record
the payment obligation of the Company to a Participant as determined under the terms of the
Plan. The Committee may maintain an Account to record the total obligation to a Participant
and component Accounts to reflect amounts payable at different times and in different forms.
Reference to an Account means any such Account established by the Committee, as the context
requires. Accounts are intended to constitute unfunded obligations for Federal tax purposes.
 2.2
    
    Account Balance. Account Balance means, with respect to any Account, the total
payment obligation owed to a Participant from such Account as of the most recent Valuation
Date.
 2.3
    
    Affiliate. Affiliate means a corporation, trade or business that, together with the
Company, is treated as a single employer under Code Section 414(b) or (c).
 2.4
    
    Beneficiary. Beneficiary means a natural person, estate, or trust designated by a
Participant to receive payments to which a Beneficiary is entitled in accordance with
provisions of the Plan. The Participants spouse, if living, otherwise the Participants
estate, shall be the Beneficiary if: (i) the Participant has failed to properly designate a
Beneficiary, or (ii) all designated Beneficiaries have predeceased the Participant.
  1




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2.5
    
    Business Day.A Business Day is each day on which the New York Stock Exchange is
open for business.
 2.6
    
    Change in Control. Change in Control occurs on the date on which any of the
following events occur (i) a change in the ownership of the Company; (ii) a change in the
effective control of the Company; (iii) a change in the ownership of a substantial portion of
the assets of the Company.
    2.7
    
    Change in Control Benefit. Change in Control Benefit means the benefit payable to a
Participant in accordance with Section 5.1.
 2.8
    
    Claimant. Claimant means a Participant or Beneficiary filing a claim under Article XI
of this Plan.
 2.9
    
    Code. Code means the Internal Revenue Code of 1986, as amended from time to time.
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2.10
    
    Code Section 409A. Code Section 409A means section 409A of the Code, and regulations
and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.
 2.11
    
    Committee. Committee means the committee appointed by the Board of Directors of the
Company (or the appropriate committee of such board) to administer the Plan. If no designation
is made, the Chairman of the Board or his delegate shall have and exercise the powers of the
Committee.
 2.12
    
    Common Stock. Common Stock shall mean the common stock of the Company, par value
$0.01.
 2.13
    
    Company. Company means Medco Health Solutions, Inc.
 2.14
    
    Compensation. Compensation means such annual retainer, meeting fees, lead director
fees, committee chair and/or committee member fees paid to a Director in cash that are
approved by the Committee as Compensation that may be deferred under this Plan. Compensation
shall not include any compensation that has been previously deferred under this Plan or any
other arrangement subject to Code Section 409A.
 2.15
    
    Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement
between a Participant and the Company that specifies (i) the amount of each component of
Compensation that the Participant has elected to defer to the Plan in accordance with the
provisions of Article IV, and (ii) the Payment Schedule applicable to one or more Accounts.
The Committee may permit different deferral amounts for each component of Compensation and may
establish a minimum or maximum deferral amount for each such component. Unless otherwise
specified by the Committee in the Compensation Deferral Agreement, Participants may defer up
to 100% of their Compensation for a Plan Year. A Compensation Deferral Agreement may also
specify the investment allocation described in Section 7.4.
 2.16
    
    Death Benefit. Death Benefit means the benefit payable under the Plan to a
Participants Beneficiary(ies) upon the Participants death as provided in Section 5.1 of the
Plan.
 2.17
    
    Deferral. Deferral means a credit to a Participants Account(s) that records that
portion of the Participants Compensation that the Participant has elected to defer to the
Plan in accordance with the provisions of Article IV. Unless the context of the Plan clearly
indicates otherwise, a reference to Deferrals includes Earnings attributable to such
Deferrals.
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2.18
    
    Director. Director means a member of the Board of Directors of the Company who is
not an Employee of the Company.
 2.19
    
    Earnings. Earnings means an adjustment to the value of an Account in accordance with
Article VII.
 2.20
    
    Effective Date. Effective Date means January 1, 2008.2.21
    
    Employee. Employee means a common-law employee of an Employer.2.22
    
    Employer. Employer means the Company and each Affiliate.
 2.23
    
    ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended
from time to time.
 2.24
    
    Participant. Participant means a Director who has received notification of his or her
eligibility to defer Compensation under the Plan under Section 3.1 and any other person with
an Account Balance greater than zero, regardless of whether such individual continues to be a
Director. A Participants continued participation in the Plan shall be governed by Section 3.2
of the Plan.
 2.25
    
    Payment Schedule. Payment Schedule means the date as of which payment of an Account
under the Plan will commence and the form in which payment of such Account will be made.
 2.26
    
    Plan. Generally, the term Plan means the Medco Health Solutions, Inc. Deferred
Compensation Plan for Directors as documented herein and as may be amended from time to time
hereafter. However, to the extent permitted or required under Code Section 409A, the term Plan
may in the appropriate context also mean a portion of the Plan that is treated as a single
plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other
nonqualified deferred compensation plan or portion thereof that is treated as a single plan
under such section.
 2.27
    
    Plan Year. Plan Year means January 1 through December 31.
 2.28
    
    Retirement Account. Retirement Account means an Account established by the Committee
to record the amounts payable to a Participant upon a Separation from Service. Unless the
Participant has established a Specified Date Account, all Deferrals and Company Contributions
shall be allocated to a Retirement Account on behalf of the Participant.
 2.29
    
    Retirement Benefit. Retirement Benefit means the benefit payable to a Participant
under the Plan following the Participants Separation from Service.
 2.30
    
    Separation from Service. A Director incurs a Separation from Service when the
Director ceases to be a member of the Board of Directors for any reason.
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2.31
    
    Specified Date Account. A Specified Date Account means an Account established
pursuant to Section 4.3 that will be paid (or that will commence to be paid) at a future date
as specified in the Participants Compensation Deferral Agreement. Unless otherwise determined
by the Committee, a Participant may maintain no more than five Specified Date Accounts.
 2.32
    
    Specified Date Benefit. Specified Date Benefit means the benefit payable to a
Participant under the Plan in accordance with Section 5.1.
 2.33
    
    Substantial Risk of Forfeiture. Substantial Risk of Forfeiture shall have the meaning
specified in Treas. Reg. Section 1.409A-1(d).
 2.34
    
    Unforeseeable Emergency. An Unforeseeable Emergency means a severe financial hardship
to the Participant resulting from an illness or accident of the Participant, the Participants
spouse, the Participants dependent (as defined in Code section 152, without regard to section
152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the Participants property due to
casualty (including the need to rebuild a home following damage to a home not otherwise
covered by insurance, for example, as a result of a natural disaster); or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control
of the Participant. The types of events which may qualify as an Unforeseeable Emergency may be
limited by the Committee.
 Valuation Date.
 Article III  Eligibility and Participation
 3.1
    
    Eligibility and Participation. A Director becomes a Participant upon receipt of
notification of eligibility to participate.
 3.2
    
    Duration. A Participant shall be eligible to defer Compensation, subject to the terms
of the Plan, for as long as such Participant remains a Director. A Participant who is no
longer a Director may not defer Compensation under the Plan but may otherwise exercise all of
the rights of a Participant under the Plan with respect to his or her Account(s). On and after
a Separation from Service, a Participant shall remain a Participant as long as his
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Article IV  Deferrals
 4.1
    
    Deferral Elections, Generally.
 (a)
    
    A Participant may elect to defer Compensation by submitting a Compensation
Deferral Agreement during the enrollment periods established by the Committee and in
the manner specified by the Committee, but in any event, in accordance with Section
4.2. A Compensation Deferral Agreement that is not timely filed with respect to a
service period or component of Compensation shall be considered void and shall have no
effect with respect to such service period or Compensation. The Committee may modify
any Compensation Deferral Agreement prior to the date the election becomes irrevocable
under the rules of Section 4.2.(b)
    
    The Participant shall specify on his or her Compensation Deferral Agreement the
amount of Deferrals and whether to allocate Deferrals to a Retirement Account or to a
Specified Date Account. If no designation is made, Deferrals shall be allocated to the
Retirement Account. A Participant may also specify in his or her Compensation Deferral
Agreement the Payment Schedule applicable to his or her Plan Accounts. If the Payment
Schedule is not specified in a Compensation Deferral Agreement, the Payment Schedule
shall be the Payment Schedule specified in Section 5.2.
 4.2
    
    Timing Requirements for Compensation Deferral Agreements.
 (a)
    
    First Year of Eligibility.In the case of the first year in which a Director
becomes eligible to participate in the Plan, the Director has up to 30 days following
his or her initial eligibility to submit a Compensation Deferral Agreement with respect
to Compensation to be earned during such year. The Compensation Deferral Agreement
described in this paragraph becomes irrevocable upon the end of such 30-day period. The
determination of whether a Director may file a Compensation Deferral Agreement under
this paragraph shall be determined in accordance with the rules of Code Section 409A,
including the provisions of Treas. Reg. Section 1.409A-2(a)(7).A Compensation Deferral Agreement filed under this paragraph applies to Compensation
earned on and after the date the Compensation Deferral Agreement becomes
irrevocable.
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(b)
    
    Prior Year Election.Except as otherwise provided in this Section 4.2,
Participants may defer Compensation by filing a Compensation Deferral Agreement no
later than December 31 of the year prior to the year in which the Compensation to be
deferred is earned. A Compensation Deferral Agreement described in this paragraph shall
become irrevocable with respect to such Compensation as of January 1 of the year in
which such Compensation is earned.(c)
    
    Short-Term Deferrals.Compensation that meets the definition of a short-term
deferral described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in accordance
with the rules of Article VI, applied as if the date the Substantial Risk of Forfeiture
lapses is the date payments were originally scheduled to commence, provided, however,
that the provisions of Section 6.3 shall not apply to payments attributable to a Change
in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)).(d)
    
    Certain Forfeitable Rights.With respect to a legally binding right to a
payment in a subsequent year that is subject to a forfeiture condition requiring the
Participants continued services for a period of at least twelve months from the date
the Participant obtains the legally binding right, an election to defer such
Compensation may be made on or before the 30th day after the Participant obtains the
legally binding right to the Compensation, provided that the election is made at least
twelve months in advance of the earliest date at which the forfeiture condition could
lapse. The Compensation Deferral Agreement described in this paragraph becomes
irrevocable after such 30th day. If the forfeiture condition applicable to the payment
lapses before the end of the required service period as a result of the Participants
death or disability (as defined in Treas. Reg. Section 1.409A-3(i)(4)) or upon a Change
in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)), the Compensation
Deferral Agreement will be void unless it would be considered timely under another rule
described in this Section.(e)
    
    Evergreen Deferral Elections.Compensation Deferral Agreements will continue
in effect for each subsequent year or performance period. Such evergreen Compensation
Deferral Agreements will become effective with respect to an item of Compensation on
the date such election becomes irrevocable under this Section 4.2. An evergreen
Compensation Deferral Agreement may be terminated or modified prospectively with
respect to Compensation for which such election remains revocable under this Section
4.2. A Participant whose Compensation Deferral Agreement is cancelled in accordance
with Section 4.6 will be required to file a new Compensation Deferral Agreement under
this Article IV in order to recommence Deferrals under the Plan.
 4.3
    
    Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to
one or more Specified Date Accounts and/or to the Retirement Account. The Committee may, in
its discretion, establish a minimum deferral period for Specified Date Accounts (for example,
the third Plan Year following the year Compensation subject to the Compensation Deferral
Agreement is earned).
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4.4
    
    Deductions from Pay. The Committee has the authority to determine the methods by
which any component of Compensation subject to a Compensation Deferral Agreement will be
deducted from a Participants Compensation.
 4.5
    
    Vesting. Participant Deferrals shall be 100% vested at all times.
 4.6
    
    Cancellation of Deferrals. The Committee may cancel a Participants Deferrals for the
balance of the Plan Year in which an Unforeseeable Emergency occurs.
 Article V  Benefits
 5.1
    
    Benefits, Generally. A Participant shall be entitled to the following benefits under
the Plan:
 (a)
    
    Retirement Benefit.Upon the Participants Separation from Service for any
reason other than death, he or she shall be entitled to a Retirement Benefit. The
Retirement Benefit shall be equal to the portion of the Participants Retirement
Account. The Retirement Benefit shall be based on the value of that Account as of the
end of the month in which Separation from Service occurs. Payment of the Retirement
Benefit will be made or begin on the first day of the month following the month in
which Separation from Service occurs.(b)
    
    Specified Date Benefit.If the Participant has established one or more
Specified Date Accounts, he or she shall be entitled to a Specified Date Benefit with
respect to each such Specified Date Account. The Specified Date Benefit shall be equal
to the portion of the Specified Date Account, based on the value of that Account as of
the end of the month designated by the Participant at the time the Account was
established. Payment of the Specified Date Benefit will be made or begin the first day
of the month following the designated month.(c)
    
    Death Benefit.In the event of the Participants death, his or her designated
Beneficiary(ies) shall be entitled to a Death Benefit. The Death Benefit shall equal
the unpaid balances of any Accounts. The Death Benefit shall be based on the value of
those Accounts as of the end of the month in which death occurred, with payment made on
the first day of the following month.(e)
    
    Change in Control Benefit.A Participant will receive a single lump sum payment
equal to the unpaid balance of all of his or her Accounts upon a Change in Control.
Accounts will be valued as of the last day of the month in which the Change in Control
occurs, with payment made within 90 days of such Change in Control.(f)
    
    Unforeseeable Emergency Payments.A Participant who experiences an
Unforeseeable Emergency may submit a written request to the Committee to receive
payment of all or any portion of his or her Accounts. Whether a
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Participant or Beneficiary is faced with an Unforeseeable Emergency permitting an
emergency payment shall be determined by the Committee based on the relevant facts
and circumstances of each case, but, in any case, a distribution on account of
Unforeseeable Emergency may not be made to the extent that such emergency is or may
be reimbursed through insurance or otherwise, by liquidation of the Participants
assets, to the extent the liquidation of such assets would not cause severe
financial hardship, or by cessation of Deferrals under this Plan. If an emergency
payment is approved by the Committee, the amount of the payment shall not exceed the
amount reasonably necessary to satisfy the need, taking into account the additional
compensation that is available to the Participant as the result of cancellation of
deferrals to the Plan, including amounts necessary to pay any taxes or penalties
that the Participant reasonably anticipates will result from the payment. The amount
of the emergency payment shall reduce the amounts otherwise payable to the
Participant. Emergency payments shall be paid in a single lump sum within the 90-day
period following the date the payment is approved by the Committee.
 Form of Payment.
 (a)
    
    Retirement Benefit.A Participant who is entitled to receive a Retirement
Benefit shall receive payment of such benefit in a single lump sum, unless the
Participant elects on his or her Compensation Deferral Agreement to have such benefit
paid in one of the following alternative forms of payment: (i) substantially equal
annual installments over a period of two to ten years, as elected by the Participant,
or (ii) a lump sum payment of a percentage of the Retirement Account, with the balance
paid in substantially equal annual installments over a period of two to ten years, as
elected by the Participant.(b)
    
    Specified Date Benefit.The Specified Date Benefit shall be paid in a single
lump sum, unless the Participant elects on the Compensation Deferral Agreement with
which the account was established to have the Specified Date Account paid in
substantially equal annual installments over a period of two to five years, as elected
by the Participant.(c)
    
    Death Benefit.A designated Beneficiary who is entitled to receive a Death
Benefit shall receive payment of such benefit in a single lump sum.(d)
    
    Change in Control.A Participant who is entitled to receive a Change in Control
Benefit shall receive payment of such benefit in a single lump sum.(e)
    
    Rules Applicable to Installment Payments.If a Payment Schedule specifies
installment payments, annual payments will be made beginning as of the payment
commencement date for such installments and shall continue on each annual anniversary
thereof until the number of installment payments specified in the Payment Schedule has
been paid. The amount of each installment payment shall
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be determined by dividing (a) by (b), where (a) equals the Account Balance as of the
Valuation Date and (b) equals the remaining number of installment payments.
  5.3
    
    Acceleration of or Delay in Payments. The Committee, in its sole and absolute
discretion, may elect to accelerate the time or form of payment of a benefit owed to the
Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section
1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time
for payment of a benefit owed to the Participant hereunder, to the extent permitted under
Treas. Reg. Section 1.409A-2(b)(7).
 Article VI  Modifications to Payment Schedules
 6.1
    
    Participants Right to Modify. A Participant may modify any or all of the
alternative Payment Schedules with respect to an Account, consistent with the permissible
Payment Schedules available under the Plan, provided such modification complies with the
requirements of this Article VI.
 6.2
    
    Time of Election. The date on which a modification election is submitted to the
Committee must be at least twelve months prior to the date on which payment is scheduled to
commence under the Payment Schedule in effect prior to the modification.
 6.3
    
    Date of Payment under Modified Payment Schedule. Except with respect to modifications
that relate to the payment of a Death Benefit, the date payments are to commence under the
modified Payment Schedule must be no earlier than five years after the date payment would have
commenced under the original Payment Schedule. Under no circumstances may a modification
election result in an acceleration of payments in violation of Code Section 409A.
 6.4
    
    Effective Date. A modification election submitted in accordance with this Article VI
is irrevocable upon receipt by the Committee and becomes effective 12 months after such date.
 6.5
    
    Effect on Accounts. An election to modify a Payment Schedule is specific to the
Account or payment event to which it applies, and shall not be construed to affect the Payment
Schedules of any other Accounts.
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Article VII  Valuation of Account Balances; Investments
 7.1
    
    Valuation. Deferrals shall be credited to appropriate Accounts at the times
determined by the Committee. Valuation of Accounts shall be performed under procedures
approved by the Committee.
 7.2
    
    Earnings Credit. Each Account will be credited with Earnings on each Business Day,
based upon the Participants investment allocation among a menu of investment options selected
in advance by the Committee, in accordance with the provisions of this Article VII
(investment allocation).
 7.3
    
    Investment Options. Investment options will be determined by the Committee. The
Committee, in its sole discretion, shall be permitted to add or remove investment options from
the Plan menu from time to time, provided that any such additions or removals of investment
options shall not be effective with respect to any period prior to the effective date of such
change.
 7.4
    
    Investment Allocations. A Participants investment allocation constitutes a deemed,
not actual, investment among the investment options comprising the investment menu. At no time
shall a Participant have any real or beneficial ownership in any investment option included in
the investment menu, nor shall the Company or any trustee acting on its behalf have any
obligation to purchase actual securities as a result of a Participants investment allocation.
A Participants investment allocation shall be used solely for purposes of adjusting the value
of a Participants Account Balances.
   7.5
    
    Unallocated Deferrals and Accounts. If the Participant fails to make an investment
allocation with respect to an Account, such Account shall be invested in an investment option,
the primary objective of which is the preservation of capital, as determined by the Committee.
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Article VIII  Administration
 8.1
    
    Plan Administration. This Plan shall be administered by the Committee which shall
have discretionary authority to make, amend, interpret and enforce all appropriate rules and
regulations for the administration of this Plan and to utilize its discretion to decide or
resolve any and all questions, including but not limited to eligibility for benefits and
interpretations of this Plan and its terms, as may arise in connection with the Plan. Claims
for benefits shall be filed with the Committee and resolved in accordance with the claims
procedures in Article XI.
 8.2
    
    Administration Upon Change in Control. Upon a Change in Control, the Committee, as
constituted immediately prior to such Change in Control, shall continue to act as the
Committee. The individual who was the Chairman of the Board of the Company (or if such person
is unable or unwilling to act, the next highest ranking board member) prior to the Change in
Control shall have the authority (but shall not be obligated) to appoint an independent third
party to act as the Committee.
   8.3
    
    Withholding. The Company shall have the right to withhold from any payment due under
the Plan (or with respect to any amounts credited to the Plan) any taxes required by law to be
withheld in respect of such payment (or credit). Withholdings with respect to amounts credited
to the Plan shall first be deducted from Compensation that has not been deferred to the Plan
and then from Compensation deferred to the Plan.
 8.4
    
    Indemnification. The Company shall indemnify and hold harmless each employee,
officer, director, agent or organization, to whom or to which are delegated duties,
responsibilities, and authority under the Plan or otherwise with respect to administration of
the Plan, including, without limitation, the Committee and its agents, against all claims,
liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him
or it (including but not limited to reasonable attorney fees) which arise as a result of his
or its actions or failure to act in connection with the operation and
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8.5
    
    Delegation of Authority. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative duties as it sees fit,
and may from time to time consult with legal counsel who shall be legal counsel to the
Company.
 8.6
    
    Binding Decisions or Actions. The decision or action of the Committee in respect of
any question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations thereunder shall be final and conclusive
and binding upon all persons having any interest in the Plan.
 Article IX  Amendment and Termination
 9.1
    
    Amendment and Termination. The Company may at any time and from time to time amend
the Plan or may terminate the Plan as provided in this Article IX.
 9.2
    
    Amendments. The Company, by action taken by its Chairman of the Board of Directors,
may amend the Plan at any time and for any reason, provided that any such amendment shall not
reduce the Account Balances of any Participant accrued as of the date of any such amendment or
restatement (as if the Participant had incurred a voluntary Separation from Service on such
date) or reduce any rights of a Participant under the Plan or other Plan features with respect
to Deferrals made prior to the date of any such amendment or restatement without the consent
of the Participant except to the extent required by law or necessary to avoid taxation of the
Participant under Code Section 409A. The Committee is granted the authority to amend the Plan
without the consent of the Chairman of the Board of Directors for the purpose of (i)
conforming the Plan to the requirements of law, (ii) facilitating the administration of the
Plan, (iii) clarifying provisions based on the Committees interpretation of the document and
(iv) making such other amendments as the Board of Directors may authorize.
 9.3
    
    Termination. The Company, by action taken by its Board of Directors, may terminate
the Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum
at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).
 9.4
    
    Accounts Taxable Under Code Section 409A. The Plan is intended to constitute a plan
of deferred compensation that meets the requirements for deferral of income taxation under
Code Section 409A. The Committee, pursuant to its authority to interpret the Plan, may
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Article X  Informal Funding
 10.1
    
    General Assets. Obligations established under the terms of the Plan may be satisfied
from the general funds of the Company, or a trust described in this Article X. No Participant,
spouse or Beneficiary shall have any right, title or interest whatever in assets of the
Company. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind, or a fiduciary relationship, between the
Company and any Director, spouse, or Beneficiary. To the extent that any person acquires a
right to receive payments hereunder, such rights are no greater than the right of an unsecured
general creditor of the Company.
 10.2
    
    Rabbi Trust. The Company may, in its sole discretion, establish a grantor trust,
commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefits under
the Plan. Payments under the Plan may be paid from the general assets of the Company or from
the assets of any such rabbi trust. Payment from any such source shall reduce the obligation
owed to the Participant or Beneficiary under the Plan.
 Article XI  Claims
 11.1
    
    Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall
be filed in writing with the Committee which shall make all determinations concerning such
claim. Any claim filed with the Committee and any decision by the Committee denying such claim
shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim
(the Claimant).
 (a)
    
    In General.Notice of a denial of benefits will be provided within ninety (90)
days of the Committees receipt of the Claimants claim for benefits. If the Committee
determines that it needs additional time to review the claim, the Committee will
provide the Claimant with a notice of the extension before the end of the initial
ninety (90) day period. The extension will not be more than ninety (90) days from the
end of the initial ninety (90) day period and the notice of extension will explain the
special circumstances that require the extension and the date by which the Committee
expects to make a decision.(b)
    
    Contents of Notice.If a claim for benefits is completely or partially denied,
notice of such denial shall be in writing and shall set forth the reasons for denial in
plain language. The notice shall (i) cite the pertinent provisions of the Plan document
and (ii) explain, where appropriate, how the Claimant can perfect the claim, including
a description of any additional material or information necessary to complete the claim
and why such material or information is necessary. The claim
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denial also shall include an explanation of the claims review procedures and the
time limits applicable to such procedures, including a statement of the Claimants
right, if any, to bring a civil action under Section 502(a) of ERISA following an
adverse decision on review.
 11.2
    
    Appeal of Denied Claims. A Claimant whose claim has been completely or partially
denied shall be entitled to appeal the claim denial by filing a written appeal with a
committee designated to hear such appeals (the Appeals Committee). A Claimant who timely
requests a review of the denied claim (or his or her authorized representative) may review,
upon request and free of charge, copies of all documents, records and other information
relevant to the denial and may submit written comments, documents, records and other
information relevant to the claim to the Appeals Committee. All written comments, documents,
records, and other information shall be considered relevant if the information (i) was
relied upon in making a benefits determination,(ii) was submitted, considered or generated in
the course of making a benefits decision regardless of whether it was relied upon to make the
decision, or (iii) demonstrates compliance with administrative processes and safeguards
established for making benefit decisions. The Appeals Committee may, in its sole discretion
and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim
appeal.
 (a)
    
    In General.Appeal of a denied benefits claim must be filed in writing with the
Appeals Committee no later than sixty (60) days after receipt of the written
notification of such claim denial. The Appeals Committee shall make its decision
regarding the merits of the denied claim within sixty (60) days following receipt of
the appeal (or within one hundred and twenty (120) days after such receipt, in a case
where there are special circumstances requiring extension of time for reviewing the
appealed claim). If an extension of time for reviewing the appeal is required because
of special circumstances, written notice of the extension shall be furnished to the
Claimant prior to the commencement of the extension. The notice will indicate the
special circumstances requiring the extension of time and the date by which the Appeals
Committee expects to render the determination on review. The review will take into
account comments, documents, records and other information submitted by the Claimant
relating to the claim without regard to whether such information was submitted or
considered in the initial benefit determination.(b)
    
    Contents of Notice.If a benefits claim is completely or partially denied on
review, notice of such denial shall be in writing and shall set forth the reasons for
denial in plain language.
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11.3
    
    Claims Appeals Upon Change in Control. Upon a Change in Control, the Appeals
Committee, as constituted immediately prior to such Change in Control, shall continue to act
as the Appeals Committee. Upon such Change in Control, the Company may not remove any member
of the Appeals Committee, but may replace resigning members if 2/3rds of the members of the
Board of Directors of the Company and a majority of Participants and Beneficiaries with
Account Balances consent to the replacement.
   11.4
    
    Legal Action. A Claimant may not bring any legal action, including commencement of
any arbitration, relating to a claim for benefits under the Plan unless and until the Claimant
has followed the claims procedures under the Plan and exhausted his or her administrative
remedies under such claims procedures.
  11.5
    
    Discretion of Appeals Committee. All interpretations, determinations and decisions of
the Appeals Committee with respect to any claim shall be made in its sole discretion, and
shall be final and conclusive.
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11.6
    
    Arbitration.
 (a)
    
    Prior to Change in Control.If, prior to a Change in Control, any claim or
controversy between the Company and a Participant or Beneficiary is not resolved
through the claims procedure set forth in Article XI, such claim shall be submitted to
and resolved exclusively by expedited binding arbitration by a single arbitrator.
Arbitration shall be conducted in accordance with the following procedures:
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(b)
    
    Upon Change in Control.If, upon the occurrence of a Change in Control, any
dispute, controversy or claim arises between a Participant or Beneficiary and the
Company out of or relating to or concerning the provisions of the Plan, such dispute,
controversy or claim shall be finally settled by a court of competent jurisdiction
which, notwithstanding any other provision of the Plan, shall apply a de novo standard
of review to any determination made by the Company or its Board of Directors, the
Committee, or the Appeals Committee.
 Article XII  General Provisions
 12.1
    
    Anti-assignment Rule. No interest of any Participant, spouse or Beneficiary under
this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any
such purported assignment shall be null, void and of no effect, nor shall any such interest or
any such benefit be subject in any manner, either voluntarily or involuntarily, to
anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse
or Beneficiary.
 12.2
    
    No Legal or Equitable Rights or Interest. No Participant or other person shall have
any legal or equitable rights or interest in this Plan that are not expressly granted in this
Plan. Participation in this Plan does not give any person any right to be retained in the
service of the Company. The right and power of the Company to dismiss or discharge a Director
is expressly reserved. The Company makes no representations or warranties as to the tax
consequences to a Participant or a Participants beneficiaries resulting from a deferral of
income pursuant to the Plan.
 12.3
    
    No Employment Contract. Nothing contained herein shall be construed to constitute a
contract of employment between the Director and the Company.
 12.4
    
    Notice. Any notice or filing required or permitted to be delivered to the Committee
under this Plan shall be delivered in writing, in person, or through such electronic means as
is established by the Committee. Notice shall be deemed given as of the date of delivery or,
if delivery is made by mail, as of the date shown on the postmark on the receipt for
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MEDCO HEALTH SOLUTIONS, INC.
ATTN: VICE PRESIDENT, COMPENSATION AND BENEFITS
100 PARSONS POND DRIVE
FRANKLIN LAKES, NJ 07417-2603
  12.5
    
    Headings. The headings of Sections are included solely for convenience of reference,
and if there is any conflict between such headings and the text of this Plan, the text shall
control.
 12.6
    
    Invalid or Unenforceable Provisions. If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof and the Committee may elect in its sole discretion to construe such invalid
or unenforceable provisions in a manner that conforms to applicable law or as if such
provisions, to the extent invalid or unenforceable, had not been included.
 12.7
    
    Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled to
a benefit from the Plan has the duty to keep the Committee advised of his or her current
mailing address. If benefit payments are returned to the Plan or are not presented for payment
after a reasonable amount of time, the Committee shall presume that the payee is missing. The
Committee, after making such efforts as in its discretion it deems reasonable and appropriate
to locate the payee, shall stop payment on any uncashed checks and may discontinue making
future payments until contact with the payee is restored.
 12.8
    
    Facility of Payment to a Minor. If a distribution is to be made to a minor, or to a
person who is otherwise incompetent, then the Committee may, in its discretion, make such
distribution (i) to the legal guardian, or if none, to a parent of a minor payee with whom the
payee maintains his or her residence, or (ii) to the conservator or committee or, if none, to
the person having custody of an incompetent payee. Any such distribution shall fully discharge
the Committee, the Company, and the Plan from further liability on account thereof.
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12.9
    
    Governing Law. The laws of the State of New Jersey shall govern the construction and
administration of the Plan.
 IN WITNESS WHEREOF, the undersigned executed this Plan as of the 26th day of November, 2007, to be
effective as of the Effective Date.
 Medco Health Solutions, Inc.By:
    David B. Snow, Jr.Its:
    Chairman and Chief Executive Officer(Signature) 21