Exhibit 10.3




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##### 



PageARTICLE IDEFINITIONSSECTION 1.01 Certain Defined Terms
    
    
    1SECTION 1.02 Other Terms
    
    
    2SECTION 1.03 Amendment and Restatement
    
    
    2ARTICLE IIAMOUNTS AND TERMS OF THE PURCHASESSECTION 2.01 Purchase Facility
    
    
    2SECTION 2.02 Making Incremental Purchases
    
    
    3SECTION 2.03 Receivable Interest Computation
    
    
    5SECTION 2.04 Application of Collections Prior to Termination Date
    
    
    5SECTION 2.05 Application of Collections After Termination Date
    
    
    7SECTION 2.06 General Settlement Procedures
    
    
    9SECTION 2.07 Yield and Fees
    
    
    9SECTION 2.08 Payments and Computations, Etc
    
    
    10SECTION 2.09 Dividing or Combining Receivable Interests
    
    
    10SECTION 2.10 Breakage Costs
    
    
    11SECTION 2.11 Illegality
    
    
    11SECTION 2.12 Inability to Determine Eurodollar Rate
    
    
    11SECTION 2.13 Indemnity for Reserves and Expenses
    
    
    12SECTION 2.14 Indemnity for Taxes
    
    
    13SECTION 2.15 Security Interest
    
    
    16SECTION 2.16 Optional Liquidation
    
    
    16SECTION 2.17 Optional Repurchase
    
    
    17SECTION 2.18 Termination of Purchaser Groups
    
    
    17ARTICLE IIICONDITIONS OF PURCHASESSECTION 3.01 Conditions Precedent to Agreement
    
    
    18SECTION 3.02 Conditions Precedent to All Purchases
    
    
    18ARTICLE IVREPRESENTATIONS AND WARRANTIESSECTION 4.01 Representations and Warranties of the Seller
    
    
    19
 i




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##### 



PageSECTION 4.02 Representations and Warranties of the Servicer
    
    
    22ARTICLE VCOVENANTSSECTION 5.01 Covenants of the Seller
    
    
    23SECTION 5.02 Audits
    
    
    32SECTION 5.03 Additional Covenants of the Servicer
    
    
    33ARTICLE VIADMINISTRATION AND COLLECTION OF RECEIVABLESSECTION 6.01 Designation of Servicer
    
    
    35SECTION 6.02 Duties of Servicer
    
    
    35SECTION 6.03 Reports
    
    
    36SECTION 6.04 Certain Rights of the Administrative Agent
    
    
    37SECTION 6.05 Rights and Remedies
    
    
    38SECTION 6.06 Indemnities by the Servicer
    
    
    39SECTION 6.07 Administrative Agent Account
    
    
    40SECTION 6.08 Servicer Replacement Event
    
    
    42ARTICLE VIITERMINATION EVENTSSECTION 7.01 Termination Events
    
    
    43ARTICLE VIIITHE ADMINISTRATIVE AGENTSECTION 8.01 Authorization and Action
    
    
    45SECTION 8.02 Agents Reliance, Etc
    
    
    45SECTION 8.03 CNAI and Affiliates
    
    
    46SECTION 8.04 Indemnification of Administrative Agent
    
    
    46SECTION 8.05 Delegation of Duties
    
    
    46SECTION 8.06 Action or Inaction by Administrative Agent
    
    
    47SECTION 8.07 Notice of Events of Termination; Action by Administrative Agent
    
    
    47SECTION 8.08 Non-Reliance on Administrative Agent and Other Parties
    
    
    47SECTION 8.09 Successor Administrative Agent
    
    
    48ARTICLE IXTHE MANAGING AGENTSSECTION 9.01 Authorization and Action
    
    
    48
 ii




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##### 



PageSECTION 9.02 Managing Agents Reliance, Etc
    
    
    49SECTION 9.03 Managing Agent and Affiliates
    
    
    49SECTION 9.04 Indemnification of Managing Agents
    
    
    49SECTION 9.05 Delegation of Duties
    
    
    50SECTION 9.06 Action or Inaction by Managing Agent
    
    
    50SECTION 9.07 Notice of Events of Termination
    
    
    50SECTION 9.08 Non-Reliance on Managing Agent and Other Parties
    
    
    50SECTION 9.09 Successor Managing Agent
    
    
    51SECTION 9.10 Reliance on Managing Agent
    
    
    51ARTICLE XINDEMNIFICATIONSECTION 10.01 Indemnities by the Seller
    
    
    52ARTICLE XIMISCELLANEOUSSECTION 11.01 Amendments, Etc
    
    
    54SECTION 11.02 Notices, Etc
    
    
    55SECTION 11.03 Assignability
    
    
    56SECTION 11.04 Costs and Expenses
    
    
    60SECTION 11.05 No Proceedings
    
    
    61SECTION 11.06 Confidentiality
    
    
    61SECTION 11.07 Amendments to Financial Covenants
    
    
    62SECTION 11.08 GOVERNING LAW
    
    
    63SECTION 11.09 Execution in Counterparts
    
    
    63SECTION 11.10 Integration; Binding Effect; Survival of Termination
    
    
    63SECTION 11.11 Consent to Jurisdiction
    
    
    63SECTION 11.12 WAIVER OF JURY TRIAL
    
    
    64SECTION 11.13 Right of Setoff
    
    
    64SECTION 11.14 Ratable Payments
    
    
    64SECTION 11.15 Limitation of Liability
    
    
    64SECTION 11.16 Intent of the Parties
    
    
    65
 SCHEDULES
 SCHEDULE I
    
    -
    
    DefinitionsSCHEDULE II
    
    -
    
    Purchaser GroupsSCHEDULE III
    
    -
    
    CP RatesSCHEDULE IV
    
    -
    
    Deposit Accounts and Deposit Account BanksSCHEDULE V
    
    -
    
    Credit and Collection PolicySCHEDULE VI
    
    -
    
    Financial Covenants
 iii




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##### 



SCHEDULE VII
    
    -
    
    Reviewed ContractsSCHEDULE VIII
    
    -
    
    Accounts Payable Deduction Amount and Rebate
Deduction Amount
 iv




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##### 



ANNEXES
 ANNEX A-1
    
    -
    
    Form of Monthly ReportANNEX A-2
    
    -
    
    Form of Weekly ReportANNEX B-1
    
    -
    
    Form of Control Agreement (Deposit Account)ANNEX B-2
    
    -
    
    Form of Control Agreement (Administrative Agent Account)ANNEX C
    
    -
    
    Form of Assignment and AcceptanceANNEX D
    
    -
    
    Form of Funds Transfer LetterANNEX E
    
    -
    
    Form of Joinder Agreement
 v




---



##### 



Agreement
 PRELIMINARY STATEMENTS
    Existing RPA
     Certain Defined Terms




---



##### 



Other Terms
 Amendment and Restatement Effective Date
 Adjustment of Capital
 
 Purchase Facility Incremental Purchase
 2




---



##### 



Reinvestment Purchase
 provided
 Making Incremental Purchases
 Purchase Price
     3




---



##### 



provided however
    4




---



##### 



Receivable Interest Computation
   Application of Collections Prior to Termination Date
 5




---



##### 



Liquidating Receivable Interest provided however
    6




---



##### 



provided however
  Application of Collections After Termination Date
 7




---



##### 



first
 second
 third
 fourth
 sixth
 seventh
   8




---



##### 



General Settlement Procedures
      Yield and Fees Servicing Fee Servicing Fee Rate provided however
 9




---



##### 



Fees Administrative Agent Fee
Letter Purchaser Fee Letter
  Payments and Computations, Etc.
   Dividing or Combining Receivable Interests provided however
 10




---



##### 



Breakage Costs
    Illegality Eurodollar Receivable Interest Base Rate Receivable Interest
 Inability to Determine Eurodollar Rate
 11




---



##### 



Indemnity for Reserves and Expenses
     12




---



##### 



provided however provided further
 Indemnity for Taxes excluding Taxes
 Other Taxes provided
 13




---



##### 



Non-U.S. Person provided however
 14




---



##### 



provided however
 15




---



##### 



Security Interest
      Optional Liquidation
 16




---



##### 



Reduction Notice Reduction Amount
 Optional Repurchase Repurchase Notice Repurchase Date Repurchase Amount
 Termination of Purchaser Groups
 Payout Amount
  17




---



##### 



Conditions Precedent to Agreement
     Conditions Precedent to All Purchases
 18




---



##### 



Representations and Warranties of the Seller
   19




---



##### 



20




---



##### 



Section 5.01(g).
      21




---



##### 



Representations and Warranties of the Servicer
      22




---



##### 



.
         Covenants of the Seller
 23




---



##### 



Compliance with Laws, Etc.
 Offices, Records and Books of Account
 Performance and Compliance with Contracts and Credit and Collection Policy
 Sales, Liens, Etc.
 Extension or Amendment of Receivables and Contracts
 Change in Business or Credit and Collection Policy
 Change in Payment Instructions to Obligors
 24




---



##### 



Deposits to Deposit Accounts
 Further Assurances; Change in Name or Jurisdiction of Organization, etc
     25




---



##### 



Reporting Requirements
 provided
 provided
 26




---



##### 



27




---



##### 



Separateness
   28




---



##### 



29




---



##### 



30




---



##### 



Transaction Documents including without limitation
 Nature of Business
 Mergers, Etc.
 Distributions, Etc. Restricted Payments provided, however
 Indebtedness
 31




---



##### 



Limited Liability Company Agreement
 Tangible Net Worth
 Taxes
 Treatment as Sales
 Investments
 Control Agreements
 Audits
 32




---



##### 



Accountants Report provided however provided further
 Additional Covenants of the Servicer
 Compliance with Laws, Etc.
 Records and Books of Account
 Compliance with Contracts and the Credit and Collection Policy
 33




---



##### 



Extension or Amendment of Receivables and Contracts
 Change in Credit and Collection Policy
 Change in Payment Instructions to Obligors
 Deposits to Deposit Accounts
 Control Agreements
 Billing of Receivables
 Other Covenants
 34




---



##### 



Designation of Servicer
 Duties of Servicer
   35




---



##### 



provided however provided further provided further
   Reports Monthly Report
 36




---



##### 



Weekly Reports
 Daily Reports
 Reports following Termination Event
 Transmission of Servicer Reports
 Notice of Termination Events
 Notice of Downgrades
 Other Information
 Certain Rights of the Administrative Agent
 37




---



##### 



Rights and Remedies
 38




---



##### 



Indemnities by the Servicer Special
Indemnified Amounts
     39




---



##### 



Administrative Agent Account Administrative Agent Account
 40




---



##### 



provided however
 provided however Collateral Securities
   41




---



##### 



Servicer Replacement Event Servicer Replacement Event
 42




---



##### 



Termination Events Termination Event
    provided however
   43




---



##### 



44




---



##### 



provided however
   Authorization and Action
 Agents Reliance, Etc.
 45




---



##### 



CNAI and Affiliates
 Indemnification of Administrative Agent provided
 Delegation of Duties
 46




---



##### 



Action or Inaction by Administrative Agent
 Notice of Events of Termination; Action by Administrative Agent
 Non-Reliance on Administrative Agent and Other Parties
 47




---



##### 



Successor Administrative Agent
   Authorization and Action
 48




---



##### 



Managing Agents Reliance, Etc.
 Managing Agent and Affiliates
 Indemnification of Managing Agents provided
 49




---



##### 



Delegation of Duties
 Action or Inaction by Managing Agent
 Notice of Events of Termination
 Non-Reliance on Managing Agent and Other Parties
 50




---



##### 



Successor Managing Agent
 Reliance on Managing Agent
 51




---



##### 



Indemnities by the Seller Indemnified
Party Indemnified Amounts
     52




---



##### 



53




---



##### 



Amendments, Etc. provided however provided further
      provided further
 54




---



##### 



Notices, Etc.
     
  
 55




---



##### 



Assignability provided however
 Assignments by Conduit Purchasers
 56




---



##### 



Assignment by Committed Purchasers provided however
      57




---



##### 



Register Register
 Procedure
 Participations by Conduit Purchasers provided however
    provided however
 58




---



##### 



Participations by Committed Purchasers Committed Purchaser
Participant provided however
     provided however
 Assignments by Seller and Servicer
 Additional Purchaser Groups
 59




---



##### 



Participants
 Costs and Expenses
 provided however
 60




---



##### 



Other Seller provided further
 No Proceedings
 Confidentiality Transaction
 Product
Information
 Representatives
 61




---



##### 



provided however Purchaser Representatives
  Amendments to Financial Covenants Modification
 62




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##### 



GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES) EXCEPT TO THE EXTENT THAT THE PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION
OF THE INTERESTS OF THE ADMINISTRATIVE AGENT, THE CONDUIT PURCHASERS AND THE COMMITTED PURCHASERS
IN THE RECEIVABLES AND ANY OTHER COLLATERAL DESCRIBED IN SECTION 2.15 ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.
 Execution in Counterparts
 Integration; Binding Effect; Survival of Termination provided however
 Consent to Jurisdiction
 63




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##### 



WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.
 Right of Setoff
 Ratable Payments provided
 Limitation of Liability Purchaser Party
 64




---



##### 



provided however
 Intent of the Parties
 Intended Tax Treatment
 65




---



##### 



Remainder of page intentionally left blank
 66




---



##### 



SELLER:
    
    MEDCO HEALTH RECEIVABLES, LLCBy:
    
    /s/ Peter Gaylord

Name: Peter GaylordTitle: President & TreasurerCONDUIT PURCHASERS:
    
    CAFCO, LLCBy:
    
    Citicorp North America, Inc.,as Attorney-in-FactBy:
    
    /s/ Tom SullivanName: Tom SullivanTitle: Director & VPVICTORY RECEIVABLES CORPORATIONBy:
    
    /s/ Geraldine St-LouisName: Geraldine St-LouisTitle: Vice PresidentLIBERTY STREET FUNDING LLCBy:
    
    /s/ Jill A. GordonName: Jill A. GordonTitle: Vice President
 Signature Page to Second Amended and Restated Receivables Purchase Agreement




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##### 



ADMINISTRATIVE AGENT:
    
    CITICORP NORTH AMERICA, INC.,as Administrative AgentBy:
    
    /s/ Tom Sullivan

Name: Tom SullivanTitle: Director & VP
 Signature Page to Second Amended and Restated Receivables Purchase Agreement




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##### 



MANAGING AGENTS:
    
    CITICORP NORTH AMERICA, INC.,as Managing AgentBy:
    
    /s/ Tom SullivanName: Tom SullivanTitle: Director & VPTHE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,as Managing AgentBy:
    
    /s/ Aditya ReddyName: Aditya ReddyTitle: VP and ManagerTHE BANK OF NOVA SCOTIA,as Managing AgentBy:
    
    /s/ Michael EdenName: Michael EdenTitle: Director
 Signature Page to Second Amended and Restated Receivables Purchase Agreement




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##### 



COMMITTED PURCHASERS:
    
    CITIBANK, N.A.By:
    
    /s/ Tom Sullivan

Attorney-in-FactTHE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCHBy:
    
    /s/ Lillian KimName: Lillian KimTitle: Authorized SignatoryTHE BANK OF NOVA SCOTIABy:
    
    /s/ Michael EdenName: Michael EdenTitle: DirectorSERVICER:
    
    MEDCO HEALTH SOLUTIONS, INC.By:
    
    /s/ Richard J. RubinoName: Richard J. RubinoTitle: Senior Vice President and Chief Financial Officer
 Signature Page to Second Amended and Restated Receivables Purchase Agreement




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##### 



SCHEDULE I
 DEFINITIONS
  Accountants Report
 Accrual
 Adjusted Eurodollar Rate
 Administrative Agent
 Administrative Agent Account
 Administrative Agent Fee Letter
 Adverse Claim
 Affiliate
 Aggregate Accounts Payable Deduction Amount
 Aggregate Commitment
 Alternate Base Rate
  I-1




---



##### 



Amortization Date
 Applicable Eurodollar Rate Margin
 Asset Purchase Agreement
 Assignee Rate provided however
      Assignment and Acceptance
 I-2




---



##### 



Bad Debts Reserve
 Bad Debt Reserve Percentage
   NRPB
    
    =
    
    the Net Receivables Pool Balance as of the
close of business of the Servicer on the last day of Current
Calculation Period (the Calculation Date)BDR
    
    =
    
    the Bad Debt Reserves as of such Calculation DateBPR
    
    =
    
    the Outstanding Balance of all Pool Receivables as of
such Calculation Date.
 Base Rate Receivable Interest
 BTM
 Business Day
 Calculation Period
 Capital provided
 I-3




---



##### 



Capital Lease
 Capital Lease Obligations
 Change of Control
 Citibank
 Client
 Client Contract
 CNAI
 Collection Account
 Collection Account Bank
 Collections
 Commitment
 I-4




---



##### 



Committed Purchaser Participant
 Committed Purchasers
 Concentration Limit
    provided however
 Conduit Assignee
 Conduit Participant
 I-5




---



##### 



Conduit Purchasers
 Conduit Purchase Limit
 Conduit Purchasers Termination Event
 Contract provided
 Control Agreement
 CP Fixed Period Date
 CP Rate
 Credit Agreement
 Credit and Collection Policy
 Current Calculation Period
 I-6




---



##### 



Daily Report
 Debt Rating
 Deemed Collections
 Deemed Loss Ratio
 Default Ratio provided
 Defaulted Receivable
 Delinquency Ratio
 I-7




---



##### 



Delinquent Receivable
 Deposit Account
 Deposit Account Bank
 Diluted Receivable provided
 Dilution Horizon
 Dilution Ratio
 I-8




---



##### 



Dilution Reserve
 Dilution Reserve Percentage
 Dollars $
 Dynamic Dilution Reserve Ratio
   DDRR
    
    =
    
    Dynamic Dilution Reserve Ratio;SF
    
    =
    
    the Stress Factor;AD
    
    =
    
    the Average Dilution, defined as the twelve-month rolling
average of the three-month rolling average Dilution Ratio
that occurred during the period of twelve consecutive
Calculation Periods ending immediately prior to such earlier
Monthly Reporting Date;DS
    
    =
    
    the Dilution Spike, defined as the highest four-month
rolling average Dilution Ratio that occurred during the
period of twelve consecutive Calculation Periods ending
immediately prior to such earlier Monthly Reporting Date;
andDH
    
    =
    
    the Dilution Horizon.
 Dynamic Loss Reserve Ratio
   DLRR
    
    =
    
    Dynamic Loss Reserve Ratio;
 I-9




---



##### 



SF
    
    =
    
    the Stress Factor;DLR
    
    =
    
    the highest three-month rolling average Deemed Loss Ratio
that occurred during the period of twelve consecutive
Calculation Periods immediately preceding such earlier
Monthly Reporting Date; andLHR
    
    =
    
    the Loss Horizon Ratio.
 Effective Date
 Eligible Assignee
 Eligible Contract
 Eligible Obligor
 Eligible Receivable
     I-10




---



##### 



provided
         I-11




---



##### 



Eligible Unbilled Receivable
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 I-12




---



##### 



Eurocurrency Liabilities
 Eurodollar Rate
 Eurodollar Rate Reserve Percentage
 Eurodollar Receivable Interest
 Event of Bankruptcy
   I-13




---



##### 



Executive Officer
 Existing RPA
 Federal Funds Rate
 Fee Letters
 Fees
 Final Payout Date
 Financial Covenant Default
 Financial Officer
 Fixed Period
  I-14




---



##### 



provided however
 provided, however
    I-15




---



##### 



provided however
 Formulary Rebate Receivable
 Funds Transfer Letter
 GAAP
 Guarantee guarantor primary obligor provided however Guarantee
 Incipient Termination Event
 Incremental Purchase
 Indebtedness
 I-16




---



##### 



provided however
 Indemnified Amounts
 Indemnified Party
 Initial Closing Date
 Involuntary Bankruptcy Event
 IRC
 Joinder Agreement
 Law
 Liquidating Receivable Interest
 Liquidation Day
 Liquidation Fee
 I-17




---



##### 



Loss Horizon Ratio
 Loss Reserve
   LRP
    
    =
    
    the Loss Reserve Percentage on such date.NRPB
    
    =
    
    the Net Receivables Pool Balance at the close of business of
the Servicer on such date.
 Loss Reserve Percentage
 Loss Reserve Percentage Floor
 Loss-to-Liquidation Ratio
 Majority Committed Purchasers
 Majority Managing Agents provided however
 I-18




---



##### 



Manager
 Managing Agent
 Material Adverse Effect
 Material Indebtedness Swap Agreement provided however
 Maximum Receivable Interest Percentage
 Medco
 Merck
 Monthly Report
 I-19




---



##### 



provided however
 Monthly Reporting Date
 Moodys
 Multiemployer Plan
 Net Receivables Pool Balance
       Billing Cut-off Date
 I-20




---



##### 



provided
 Non-U.S. Person
 Normal Concentration Limit
 Obligor
 Off-Balance Sheet Liability
 Official Body
 Originator
 Originator Purchase Agreement
 Other Medco Companies
 Outstanding Balance
 I-21




---



##### 



Participant
 PBGC
 PBM Services
 Percentage
 Permitted Investments 
 Person
 Pfizer Deduction Amount
 Pharmaceutical Plan
 Plan
 I-22




---



##### 



Pool Receivable
 Portfolio Turnover Rate
 Proceeds
 Program Support Provider
 Promissory Notes provided
 Purchase
 Purchase Limit provided however
 Purchase Price
 Purchaser Fee Letter
 Purchaser Group
 Purchaser Group Account
 Purchaser Group Limit
 I-23




---



##### 



Purchasers
 Rating Agencies
 Rating Level 1 Period provided
 Rating Level 2 Period
 Rating Level 3 Period
 Rating Level 4 Period
 Rebate Conditions
 Rebate Deduction Amount
 Receivable
 Receivable Interest
 Receivable Interest Percentage
 AC + TR
 I-24




---



##### 



AC
    
    =
    
    the aggregate Capital of all Receivable Interests on the date of
such computation; provided that if the Administrative Agent
Account has been established pursuant to Section 6.07 then,
solely for purposes of computing the Receivable Interest
Percentage, the aggregate Capital on any day shall be deemed to
be reduced by an amount equal to the excess, if any, of (i) the
aggregate amount of funds then held in the Administrative Agent
Account over (ii) the aggregate accrued and unpaid Yield, Fees
and Servicing Fees.TR
    
    =
    
    The Total Reserves on the date of such computation.NRPB
    
    =
    
    the Net Receivables Pool Balance on the date of such computation.
  Reduction Amount
 Register
 Reinvestment Purchase
 Related Security
     I-25




---



##### 



Restricted Payments
 Sale and Leaseback
 S&P
 Scheduled Commitment Termination Date unless provided
 Scotiabank
 SEC
 I-26




---



##### 



Seller
 Seller Obligations
 Servicer
 Servicer Replacement Event
 Servicer Report
 Servicing Fee
 Servicing Fee Payment Date
 Servicing Fee Rate
 Servicing Fee Reserve
   OBR
    
    =
    
    the aggregate Outstanding Balance of all Pool Receivables as
of the end of the Current Calculation Period.SFRR
    
    =
    
    the Servicing Fee Reserve Ratio on such date.AUSF
    
    =
    
    the accrued and unpaid Servicing Fee as of such date.
 Servicing Fee Reserve Ratio
 I-27




---



##### 



times times
 Settlement Date provided however
 Significant Subsidiary provided
 Solvent
 Special Indemnified Amounts
 Specified Bankruptcy Opinion Provisions
 Specific Reserve
 Stress Factor
 I-28




---



##### 



Subordinated Note
 Subsidiary parent
 Tangible Net Worth plus minus minus
 Taxes
 Termination Date
 Termination Event
 Total Reserve
 Transaction Documents
 Transaction Party
 UCC
 Unbilled Receivable
 Weekly Report
 I-29




---



##### 



Yield
 YR x C
  YR
    
    =
    
    the Yield Rate for such Receivable Interest for such dayC
    
    =
    
    the Capital of such Receivable Interest on such dayY
    
    =
    
    (a) in the case of a Receivable Interest, the Yield Rate for
which is based on the Alternate Base Rate, 365 or 366 as
applicable and (b) in the case of any other Receivable
Interest, 360LF
    
    =
    
    the Liquidation Fee, if any, for such Receivable Interest for
such Fixed Period;
 provided however provided further
 Yield and Fee Reserve
   AC
    
    =
    
    the aggregate Capital of all Receivable Interests at the
close of business of the Servicer on such date.YFRR
    
    =
    
    the Yield and Fee Reserve Ratio on such date.AUYF
    
    =
    
    accrued and unpaid Yield and Fees on such date.SFR
    
    =
    
    the Servicing Fee Reserve on such date.
 Yield and Fee Reserve Ratio
 I-30




---



##### 



YFRR
    
    =
    
    the Yield and Fee Reserve RatioER
    
    =
    
    the one-month Eurodollar Rate as of the end of the Current
Calculation PeriodAEM
    
    =
    
    the Applicable Eurodollar Rate Margin as of the end of the
Current Calculation PeriodPFR
    
    =
    
    the Program Fee Rate (as defined in the Purchaser Fee
Letter) as of the end of the Current Calculation PeriodPTR
    
    =
    
    Portfolio Turnover Rate as of the end of the Current
Calculation Period
 Yield Rate provided however
 Withdrawal Liability
 I-31




---



##### 



SCHEDULE II
 PURCHASER GROUPS
 Purchaser Group Managing Agent: Citicorp North America, Inc.
 Committed Purchaser: Citibank, N.A.
    
    Commitment: $250,000,000450 Mamaroneck AvenueHarrison, N.Y. 10528Attention: Robert KohlTelephone: (914) 899-7218Telecopy: (914) 899-7903
 Conduit Purchaser: CAFCO, LLC
    
    Conduit Purchase Limit: $250,000,000450 Mamaroneck AvenueHarrison, N.Y. 10528Attention: Maryjo GaviganTelephone: (914) 899-7122Telecopy: (914) 899-7903




---



##### 



Managing Agent: Citicorp North America, Inc.450 Mamaroneck AvenueHarrison, N.Y. 10528Attention: Robert KohlTelephone: (914) 899-7218Telecopy: (914) 899-7903with a copy to:Citicorp North America, Inc.388 Greenwich Street, 19th FloorNew York, New York 10013Attention: Patricia Schaupp (Global Securitized Markets)Telecopy: (646) 843-3696
 Purchaser Groups Account:Citibank, N.A.ABA # 021-000-089Account # 4063-6695Account Name: CAFCO Redemption AccountAttention: Maryjo Gavigan
 I-2




---



##### 



Purchaser Group Managing Agent: The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
 Committed Purchaser: The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
    
    Commitment: $200,000,0001251 Avenue of the Americas, 10th FloorNew York, NY 10020Attention: Christopher PohlTelephone: (212) 782-4911Telecopy: (212) 782-6998
 Conduit Purchaser: Victory Receivables Corporation
    
    Conduit Purchase Limit: $200,000,000c/o The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch1251 Avenue of the Americas, 10th FloorNew York, NY 10020Attention: Hermina BatsonTelephone: (212) 782-4908Telecopy: (212) 782-6998Managing Agent: The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch1251 Avenue of the Americas, 10th FloorNew York, NY 10020Attention: Hermina BatsonTelephone: (212) 782-4908Telecopy: (212) 782-6998
 Purchaser Groups AccountTo: Deutsche Bank Trust Company
Americas
    ABA No.:  021-001-033A/C Name:   Corporate Trust
& Agency ServicesA/C No.:   01419647Ref:  Victory Receivables / Medco
 I-3




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Purchaser Group Managing Agent: The Bank of Nova Scotia
 Committed Purchaser: The Bank of Nova Scotia
    
    Commitment: $150,000,000One Liberty PlazaNew York, NY 10006Attention: Michael EdenTelephone: (212) 225-5007Telecopy: (212) 225-5274
 Conduit Purchaser: Liberty Street Funding LLC
    
    Conduit Purchase Limit: $150,000,000c/o The Bank of Nova ScotiaOne Liberty PlazaNew York, NY 10006Attention: Michael EdenTelephone: (212) 225-5007Telecopy: (212) 225-5274
 I-4




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Managing Agent: The Bank of Nova ScotiaOne Liberty PlazaNew York, NY 10006Attention: Michael EdenTelephone: (212) 225-5007Telecopy: (212) 225-5274with copies to:One Liberty PlazaNew York, NY 10006Attention: Vilma PindlingTelephone: (212) 225-5410Telecopy: (212) 225-6465One Liberty PlazaNew York, NY 10006Attention: Judy BookalTelephone: (212) 225-5462Telecopy: (212) 225-5290andOne Liberty PlazaNew York, NY 10006Attention: William SunTelephone: (212) 225-5331Telecopy: (212) 225-5290Purchaser Groups Account:The Bank of Nova Scotia  New York
AgencyABA#: 026  002532Account: Liberty Street Funding LLCAcct#: 2158-13
 Aggregate Commitment: $600,000,000
 Purchase Limit: $600,000,000
 I-5




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SCHEDULE III
 CP RATES
 CNAI Purchaser Group
 CP
Rate per annum provided however per annum provided further provided further
 BTM Purchaser Group
 CP Rate per annum per annum per annum




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Pooled Commercial Paper
 Pooled CP Rate
 Scotiabank Purchaser Group
 CP
Rate provided however CP
Rate
 Other Purchaser Groups
 CP
Rate per annum




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provided however CP Rate per annum.




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SCHEDULE IV
 DEPOSIT ACCOUNTS AND DEPOSIT ACCOUNT BANKS
 None, other than:Bank:
    
    JPMorgan Chase BankAccount No.
    
    910-2-781078Account Name:
    
    Medco Health Receivables, LLCBank Contact:
    
    Robert Garofalo1 Chase Manhattan Plaza, 7th FloorNew York, NY 10005Telephone:  212-552-4531Fax:  212-383-0619




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SCHEDULE V
 CREDIT AND COLLECTION POLICY




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SCHEDULE VI
 FINANCIAL COVENANTS
FINANCIAL COVENANT DEFAULTS
 Financial Covenant Default
 Leverage




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SCHEDULE VII
 REVIEWED CONTRACTS
 Abbott Laboratories
 
    
    Agreement between Merck-Medco Managed Care, LLC and Abbott Laboratories, dated April 1,
2000
    
    Managed Care Agreement between Medco Containment Services, Inc., Managed Care, Inc. and
Abbott Laboratories, dated April 1, 1994
 AstraZeneca, LP
 
    
    Agreement between Merck-Medco Managed Care, LLC and AstraZeneca LP, dated October 1, 1999
    
    Agreement between Merck-Medco Managed Care, LLC and Astra USA, Inc., dated January 1, 1998
    
    Agreement between Medco Containment Services, Inc., Managed Care, Inc. and Astra USA, Inc.,
dated July 1, 1994
 Aventis/HMR
 
    
    Data Report Agreement between Hoechst Marion Roussel, Inc. and Merck-Medco Managed Care,
LLC, dated January 1, 1997
    
    Data Report Agreement between Aventis Pharmaceuticals, Inc. and Merck-Medco Managed Care,
LLC, dated January 1, 1998
 Bayer, Inc.
 
    
    Agreement between Merck-Medco Managed Care, LLC and Bayer Corporation  Pharmaceutical
Division, dated July 12, 2000
    
    Agreement between Bayer, Inc. Pharmaceutical Division and Merck-Medco Managed Care, LLC,
dated April 16, 1998
    
    Agreement between Bayer, Inc. Pharmaceutical Division and Merck-Medco Managed Care, LLC,
dated April 16, 1998




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
    
    Agreement between Bayer, Inc. Pharmaceutical Division and Merck-Medco Managed Care, LLC,
dated December 22, 2000
 Bristol-Myers Squibb Co.
 
    
    Pharmaceutical Discount Agreement between Medco Health Solutions, Inc. and Bristol-Myers
Squibb Company, dated July 19, 2002
    
    Agreement between Merck-Medco Managed Care, LLC and the US Pharmaceuticals division of
Bristol-Myers Squibb Company, dated July 1, 2000
    
    Agreement between Merck-Medco Managed Care, LLC and the US Pharmaceuticals division of
Bristol-Myers Squibb Company, dated February 29, 2000
    
    Agreement between Merck-Medco Managed Care, LLC and the US Pharmaceuticals division of
Bristol-Myers Squibb Company, dated May 19, 1999
 The DuPont Merck Pharmaceutical Company
 
    
    Rebate Agreement between Merck-Medco Managed Care, L.L.C. and The DuPont Merck
Pharmaceutical Company, effective December 1, 1997
 Eli Lilly & Company
 
    
    Agreement between Merck-Medco Managed Care, LLC and Eli Lilly and Company, dated January 1,
2000
 G.D. Searle & Co.
 
    
    Agreement between Merck-Medco Managed Care, L.L.C. and G.D. Searle & Co., dated February 1,
1997
 GlaxoSmithKline
 
    
    Agreement between Merck-Medco and GlaxoSmithKline, dated October 1, 2001
    
    Agreement between Merck-Medco Managed Care, L.L.C. and Glaxo Wellcome Inc., dated January
1, 1999
    
    Agreement between Merck-Medco Managed Care, L.L.C. and Glaxo Wellcome Inc., dated January 1,
1997
 Johnson & Johnson




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
    
    Rebate Agreement between MedcoHealth Solutions, Inc. and Johnson & Johnson Health Care
Systems, Inc., dated January 1, 2002
    
    Rebate Agreement between Merck-Medco and Johnson & Johnson Health Care Systems, Inc., dated
December 19, 1996
 Knoll Pharmaceutical Co.
 
    
    Agreement between Merck-Medco Managed Care, L.L.C. and Knoll Pharmaceutical Company, dated
October 1, 1999
 Novartis Consumer Health, Inc.
 
    
    Agreement between Medco Health Solutions and Novartis Pharmaceuticals Corporation, dated
July 1, 2002
    
    Agreement between Merck-Medco Managed Care, L.L.C. and Novartis Pharmaceuticals
Corporation, dated September 20, 1999
    
    Habitrol agreement between Merck-Medco Managed Care and Novartis, dated July 1, 1999
 Pfizer, Inc.
 
    
    Rebate Agreement between Pfizer Inc. and Merck-Medco Managed Care, L.L.C., effective
January 1, 2002
    
    Managed Care agreement between Merck-Medco and Pfizer Inc., dated December 20, 1996
 Pharmacia Corp.
 
    
    Agreement between Merck-Medco Managed Care and Pharmacia & Upjohn, dated July 1, 1999
    
    Agreement between Pharmacia Corporation and Merck-Medco Managed Care, L.L.C., dated October
1, 2000
    
    Agreement between Merck-Medco Managed Care and Pharmacia & Upjohn Company, dated February
15, 2002
 Pudue Pharma L.P.
 
    
    Agreement among Medco Containment Services, Inc., Managed Care, Inc., and Purdue Pharma
L.P., dated September 1, 1995




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
    
    Agreement among Medco Containment Services, Inc., Managed Care, Inc., and The Purdue
Frederick Company, dated September 1, 1995
 Rhone-Poulenc Rorer
 
    
    Managed Care Agreement among Merck-Medco Managed Care, L.L.C., Managed Care, LLC, and
Rhone-Poulenc Rorer Pharmaceuticals, Inc., dated November 1, 1996
 Roche Laboratories, Inc.
 
    
    Agreement between Merck-Medco Managed Care and Boehringer Mannheim Corporation, dated June
1, 1998
 
    
    Agreement between Merck-Medco Managed Care, L.L.C. and Boehringer Ingelheim
Pharmaceuticals, Inc., dated January 1, 1998
 Schering Corporation
  Takeda Pharmaceuticals
 
    
    Agreement between Medco Health Solutions, Inc. and Takeda Pharmaceuticals America, Inc.,
dated October 1, 2002
 
    
    Agreement between Merck-Medco Managed Care, L.L.C., and Takeda Pharmaceuticals America,
Inc., dated October 1, 1999
 Warner-Lambert Company
 
    
    Agreement between Merck-Medco Managed Care, L.L.C. and Warner-Lambert Company, dated
January 1, 2000
 Wyeth-Ayerst Laboratories
 
    
    Pharmaceutical Supply Agreement among Medco Containment Services, Inc., Managed Care, Inc.,
and Wyeth-Ayerst Laboratories Division of American Home Products Corporation, dated as of
October 1, 1995
 Zeneca Pharmaceuticals




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
    
    Agreement between Medco Containment Services, Inc. and Zeneca Pharmaceuticals Group, dated
October 26, 1993




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SCHEDULE VIII
 ACCOUNTS PAYABLE DEDUCTION AMOUNT AND
REBATE DEDUCTION AMOUNT
 A. ACCOUNTS PAYABLE DEDUCTION AMOUNT
 Aggregate Accounts Payable Deduction Amount




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Tier 1 Period
 Tier 2 Period
  Accounts Payable provided however
 Accounts Payable Deduction Amount (Non-Top 10 Obligors)
 Calculation Period ending:
    
    Look-Back PeriodJune 30, 2003
    
    2 most recent Calculation PeriodsJuly 31, 2003
    
    3 most recent Calculation PeriodsAugust 31, 2003
    
    4 most recent Calculation PeriodsSeptember 30, 2003
    
    5 most recent Calculation PeriodsOctober 31, 2003
    
    6 most recent Calculation PeriodsNovember 30, 2003
    
    7 most recent Calculation PeriodsDecember 31, 2003
    
    8 most recent Calculation PeriodsJanuary 31, 2004
    
    9 most recent Calculation PeriodsFebruary 29, 2004
    
    10 most recent Calculation PeriodsMarch 31, 2004
    
    11 most recent Calculation PeriodsAny time after March 31, 2004
    
    12 most recent Calculation Periods
 Accounts Payable Deduction Amount (Top 10 Obligors)




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Calculation Period ending:
    
    Look-Back PeriodJune 30, 2003
    
    8 most recent Calculation PeriodsJuly 31, 2003
    
    9 most recent Calculation PeriodsAugust 31, 2003
    
    10 most recent Calculation PeriodsSeptember 30, 2003
    
    11 most recent Calculation PeriodsAny time after September 30, 2003
    
    12 most recent Calculation Periods
 Non-Top 10 Obligors
 Top 10 Obligors




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B. REBATE DEDUCTION AMOUNT
 Additional Rebate Amount
 Rebate Conditions
    th
 Rebate Deduction Amount




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##### 



RR
    
    =
    
    the aggregate Outstanding Balance of all Eligible Receivables
that are Formulary Rebate Receivables at such time.RGP
    
    =
    
    the Rebate Guaranty Percentage.RDP
    
    =
    
    the Rebate Deduction Percentage.ARA
    
    =
    
    the Additional Rebate Amount.
 Rebate Deduction Percentage
 RebateDeductionLevel
    
    Debt Rating of Medco
    
    PercentageI
    
    Higher than BB by S&P and higher
than Ba2 by Moodys
    
    
    0
    %II
    
    BB by S&P or Ba2 by Moodys
    
    
    25
    %III
    
    BB- by S&P or Ba3 by Moodys
    
    
    50
    %IV
    
    B+ by S&P or B1 by Moodys
    
    
    75
    %V
    
    B or lower by S&P or B2 or lower
by Moodys
    
    
    100
    %
  Rebate Guaranty Percentage not




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Rebate Letters FFHSJ Memorandum