ESI 2000 Long-Term Incentive Plan


    Exhibit
      4.3

    


    EXPRESS
      SCRIPTS, INC.

    2000
      LONG-TERM INCENTIVE PLAN

    


    Adopted
      August 9, 2000

    Amended
      February 6, 2001

    Approved
      by Stockholders May 23, 2001

    Also
      Amended December 19, 2001 (See Attachment A)

    Also
      Amended February 22, 2006 (See Attachment B)

    Approved
      by Stockholders May 24, 2006

    


    


    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 any of the following:

    


    (i)     Individuals
      who constitute the Incumbent Board cease for any reason to constitute at least
      a
      majority of the Board;

    


    (ii)    More
      than
      25% of the (x) combined voting power of the then outstanding voting securities
      of the Company entitled to vote generally in the election of directors
      (“Outstanding Company Voting Securities”) or (y) the then outstanding Shares of
      Stock (“Outstanding Company Common Stock”) is directly or indirectly acquired or
      beneficially owned (as defined in Rule 13d-3 under the Exchange Act, or any
      successor rule thereto) by any individual, entity or group (within the meaning
      of Section 13(d)(3) or 14(d)(2) of the Exchange Act), provided,
      however,
      that
      the following acquisitions and beneficial ownership shall not constitute Changes
      in Control pursuant to this paragraph 2(f)(ii);

    


    (A)     any
      acquisition or beneficial ownership by the Company or a Subsidiary,
      or

    


    (B)     any
      acquisition or beneficial ownership by any employee benefit plan (or related
      trust) sponsored or maintained by the Company or one of more of its
      Subsidiaries.

    


    (iii)     Consummation
      of a reorganization, merger, share exchange or consolidation (a “Business
      Combination”), unless in each case following such Business
      Combination,

    


    (A)     all
      or
      substantially all of the individuals and entities who were the beneficial
      owners, respectively, of the Outstanding Company Common Stock and Outstanding
      Company Voting Securities immediately prior to such Business Combination
      beneficially own, directly or indirectly, more than 50% of, respectively, the
      then outstanding shares of common stock and the combined voting power of the
      then outstanding voting securities entitled to vote generally in the election
      of
      directors or other governing body, as the case may be, of the entity resulting
      from such Business Combination (including, without limitation, an entity that
      as
      a result of such transaction owns the Company through one or more
      subsidiaries);

    


    (B)     no
      individual, entity or group (excluding any employee benefit plan (or related
      trust) of the Company or such corporation resulting from such Business
      Combination) beneficially owns, directly or indirectly, more than 25% of,
      respectively, the then outstanding shares of common stock of the corporation
      resulting from such Business Combination or the combined voting power of the
      then outstanding voting securities of such corporation entitled to vote
      generally in the election of directors or other governing body of the entity
      resulting from such Business Combination, except to the extent that such
      individual, entity or group owned more than 25% of the Outstanding Company
      Common Stock or Outstanding Company Voting Securities prior to the Business
      Combination; and

    


    (C)     at
      least a
      majority of the members of the board of directors or other governing body of
      the
      entity resulting from such Business Combination were members of the Incumbent
      Board at the time of the execution of the initial agreement, or of the action
      of
      the Board, approving such Business Combination.

    


    (iv)     The
      Company
      shall sell or otherwise dispose of all or substantially all of the assets of
      the
      Company (in one transaction or a series of transactions).

    


    (v)     The
      stockholders of the Company shall approve a plan liquidate or dissolve the
      Company and the Company shall commence such liquidation or
      dissolution.

    


    (h)     “Change
      in
      Control Date” shall mean, in the case of a Change in Control defined in clauses
      (i) through (iv) of the definition thereof, the date on which the event occurs,
      and in the case of a Change in Control defined in clause (v) of the definition
      thereof, the date on which the Company shall commence such liquidation or
      dissolution.

    


    (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 of directors 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 specified date, 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)     “Incumbent
      Board” means the group of directors consisting of (i) those individuals who, as
      of the effective date of the Plan, constituted the Board; and (ii) any
      individuals who become directors subsequent to such effective date whose
      appointment, election or nomination for election by the stockholders of the
      Company was approved by a vote of at least a majority of the directors then
      comprising the Incumbent Board. The Incumbent Board shall exclude any individual
      whose initial assumption of office occurred (i) as a result of an actual or
      threatened election contest with respect to the election or removal of directors
      or other actual or threatened solicitation of proxies or consents by or on
      behalf of a Person (other than a solicitation of proxies by the Incumbent Board)
      or (ii) with the approval of the Incumbent Board but by reason of any agreement
      intended to avoid or settle a proxy contest.

    


    (t)     "Non-Employee
      Director" means a director of the Company who is not an employee of the Company,
      a Parent or a Subsidiary.

    


    (u)     “Non-Qualified
      Stock
      Option” means an Option other than an Incentive Stock Option.

    


    (v)     “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.
      (See
      Attachment B for certain amendments to this section.)

    


    (w)     “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.

    


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

    


    (y)     “Participant”
      means an Associate to whom an Award is made.

    


    (z)     “Performance
      Period” means the period of time as specified in an Agreement over which
      Performance Shares are to be earned.
      (See
      Attachment B for certain amendments to this section.)

    


    (aa)     “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.

    


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

    


    (cc)     “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.

    


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

    


    (ee)     “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.

    


    (ff)     “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.

    


    (gg)     “Share”
means
      a share of Stock.

    


    (hh)     “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).

    


    (ii)     “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.

    


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

    


    (kk)    “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.

    


    (ll)     “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.

    


    (mm)   “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.

    


    (nn)   “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 initially available for distribution under this Plan shall
      be
      1,350,000 Shares. Such number of Shares shall increase annually, effective
      as of
      each January 1, commencing January 1, 2002 and ending on January 1, 2004, by
      700,000 Shares. 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. 
      Except
      as
      otherwise permitted by the Committee, 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. Except as
      otherwise permitted by the Committee, 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.

    


    Sections
      6(f)(1)(E and F) for Options or Stock Appreciation Rights granted before
      December 19, 2001(see Attachment A):

    (E)     Reasons
      other than Termination for Cause, Death, Retirement or
      Disability. 
      Except as provided in Sections 6(g) or (h), 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.

    Sections
      6(f)(1)(E and F) for Options or Stock Appreciation Rights on or after December
      19, 2001(see Attachment A):

    


    (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 Non-Qualified
      Stock
      Option or Stock Appreciation Right that has not expired or been terminated
      shall
      remain exercisable for one year after termination of the Participant’s
      employment (and any Incentive Stock Option that has not expired or been
      terminated shall remain exercisable for three months 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. 
      Any portion of an Option or Stock Appreciation Right that remains unexercisable
      upon termination of employment (after taking into account the foregoing
      paragraphs (A)-(E)) shall terminate immediately upon such termination of
      employment. Any portion of an Option or Stock Appreciation Right that is, or
      becomes, exercisable upon termination of employment which is not exercised
      within the applicable period 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 applicable period described in such paragraphs.
      Notwithstanding the foregoing, or any other 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.

    


    (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 receive
      a
      number of Performance Shares (or payment therefor) 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 After Which No Public Market for Company
      or
      Exchange Stock Exists

    


    (i)     Acceleration
      of Vesting; Lapse of Restrictions.
       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,

    


    (A)     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 

    


    (B)     the
      lapse of
      restrictions on, or the forfeiture of, any Award of Restricted Stock,
      Performance Shares, or Other Stock-Based Award shall be determined in accordance
      with Section 6(h)(ii); subject, however, to the provisions of Section 6(g)(ii)
      and (iii).

    


    (ii)     Company
      Repurchase.
       (See
      Attachment B for certain amendments to this section.) 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 then 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.

    


    (iii)     Purchase
      Price Escrow.  (See
      Attachment B for certain amendments to this section.) Any
      amount of the purchase price that may become payable to Participants with
      respect to Restricted Stock, Performance Shares or Other Stock-Based Awards
      as
      to which restrictions have not lapsed on the Change in Control Date shall be
      deposited on the Change in Control Date in escrow with one of the ten largest
      U.S. commercial banks (measured in terms of amount of assets), or if no such
      bank will consent to serve as escrow agent, then another U.S. commercial bank
      of
      recognized standing chosen by the Company. Such funds shall be invested in
      securities issued or fully guaranteed as to both principal and interest by
      the
      U.S. Government, or in debt obligations of U.S. corporations with a remaining
      term to maturity not exceeding one year and rated AA or better by Standard
&
Poors Corporation. Interest earned on such funds shall be allocated ratably
      among the Participants receiving payment of such funds or, if any amounts are
      forfeited by a Participant, to the Company, and shall be disbursed when such
      payments are made. Disbursements from the escrow shall be made as
      follows:

    


    (A)     Disbursement
      on Lapse of Restrictions. 
      With the initial escrow deposit the Company shall deliver to the escrow agent
      a
      schedule for making disbursements to the Participants based on the dates when
      the remaining restrictions on Restricted Stock or Other Stock-Based Awards
      will
      lapse based solely on the lapse of time. Unless the escrow agent receives a
      notice described in the following clauses (B) or (C) the escrow agent will
      disburse the funds in accordance with such schedule. With respect to Performance
      Shares, and where applicable with respect to Restricted Stock or Other
      Stock-Based Awards, the Company will from time to time deliver to the escrow
      agent a notice when the restrictions on any such Awards shall lapse (if sooner
      than the dates stated in the initial schedule), and the escrow agent shall
      disburse funds in accordance with such notice.

    


    (B)     Forfeiture. 
      If a Participant forfeits his rights to any payments from the escrow, the
      Company shall give written notice thereof contemporaneously to the escrow agent
      and the Participant by certified or registered mail (in the case of the
      Participant, to the last known address of the Participant on the records of
      the
      Company), stating the reason for such forfeiture and the amount thereof. The
      escrow agent shall disburse the amount stated in such notice to the Company
      sixty (60) days after receipt thereof unless prior to such time the escrow
      agent
      receives written notice from the Participant that the Participant has commenced
      litigation against the Company with respect to the validity of such forfeiture.
      If such a notice is received, the escrow agent shall disburse such funds only
      upon order of a court of competent jurisdiction or upon written instructions
      signed by both the Company and the Participant.

    


    (C)     Acceleration
      of Payments.
       If a Participant or his successor in interest becomes entitled to a
      payment from the escrow prior to the time stated in the schedule, the
      Participant or such successor shall give written notice thereof
      contemporaneously to the escrow agent and the Company by certified or registered
      mail, stating the reason for such accelerated payment and the amount thereof.
      The escrow agent shall disburse the amount stated in such notice to the Optionee
      or such successor sixty (60) days after receipt thereof unless prior to such
      time the escrow agent receives written notice from the Company that the Company
      has commenced litigation against the Participant or such successor challenging
      the right to such acceleration of payment. If such a notice is received, the
      escrow agent shall disburse such funds only upon order of a court of competent
      jurisdiction or upon written instructions signed by both the Company and the
      Participant.

    


    (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)     Stock
      Options
      and Stock Appreciation Rights. 
      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 shall
      remain exercisable for the remainder of the Term (except as otherwise provided
      in Section 6(g)(iii)).

    


    (ii)     Restricted
      Stock, Performance Shares and Other Stock-Based Awards.

    


    (A)     Comparable
      Employment Not Offered. 
      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 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.

    


    (B)     Comparable
      Employment Offered and Accepted.  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 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-half of such
      shares. If an Award provides for 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 one-half of each such vesting
      increment.

    


    (C)     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 Restricted Stock, Performance
      Shares or Other Stock-Based Awards held by the Participant at the Change in
      Control Date.

    


    (D)     Termination
      of Employment After Change in Control Date.
       If the employment of any Participant on the Change in Control Date is
      involuntarily terminated without Cause after the Change in Control Date, or
      is
      voluntarily terminated after the Change in Control Date by a 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 such Participant’s employment immediately preceding the Change in
      Control Date, then, notwithstanding the provisions of this subsection (h),
      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, all or a ratable portion (as the case may be) of
      any
      such Restricted Stock, Performance Shares, or Other Stock-Based Award held
      by
      such Participant at the price provided for in the preceding subsection 6(g)(ii).
      This subsection 6(h)(ii)(D) shall not apply to Awards made after the Change
      in
      Control Date unless otherwise provided in such Award.

    


    (iii)     Non-Employee
      Directors. 
      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.
      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)     No
      Repricing of Options Without Shareholder Approval.  Options,
      once issued, may not be repriced without first obtaining the approval of the
      shareholders of the Company.

    


    (iv)     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. 
      The Board (which may delegate the determination to a Committee of the Board)
      may
      from time to time determine that each individual who is elected or appointed
      to
      the office of director as a Non-Employee Director receive an Award as
      compensation, in whole or in part, for such individual’s services as a director.
      In determining the level of Awards for Non-Employee Directors, the Board may
      consider such factors as compensation practices of comparable companies with
      respect to directors, consultants’ recommendations, and such other information
      as the Board may deem appropriate. In the absence of action by the Board each
      individual who is first elected or appointed to the office of director as a
      Non-Employee Director after adoption of this Plan shall receive (i) an Option
      to
      acquire three thousand (3,000) Shares on the date of the first meeting of the
      Board after such director’s election or appointment, and a like grant on each
      anniversary of such date, and (ii) an Option to acquire four thousand (4,000)
      Shares on the date of the first meeting of the Board after such director’s
      election or appointment, and a like grant each third year thereafter. These
      Options 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 seven (7) 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-third (1/3) 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 Sections 6(g), 6(h) or 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) 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 Option 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. 
      (See
      Attachment B for certain amendments to this section.) 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. 
      (See
      Attachment B for certain amendments to this section.) 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.

    



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      Attachment
        A

      


      SECOND
        AMENDMENT TO 

      EXPRESS
        SCRIPTS, INC. 2000 LONG-TERM INCENTIVE PLAN

      


      RECITALS

      


      A.   Express
        Scripts, Inc. (the “Company”) currently has a 2000 Long-Term Incentive Plan,
        which was adopted August 9, 2000, amended February 6, 2001, and approved
        by
        stockholders on May 23, 2001 (the “2000 Plan”).

      


      B.   On
        December 19, 2001 (the
“Board Approval Date”), the Board of Directors of the Company approved this
        Second Amendment to the 2000 Plan as set forth herein.

      


      AMENDMENT

      


      1.   Amendment
        to Subsection 6(f)(i)(E), Reasons other than Termination for Cause, Death,
        Retirement or Disability.
         With respect to Options and Stock Appreciation Rights granted on or after
        the Board Approval Date, Subsection 6(f)(i)(E) of the 2000 Plan is hereby
        amended as follows:

      


      (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 Non-Qualified
        Stock
        Option or Stock Appreciation Right that has not expired or been terminated
        shall
        remain exercisable for one year after termination of the Participant’s
        employment (and any Incentive Stock Option that has not expired or been
        terminated shall remain exercisable for three months 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.

      


      2.   Amendment
        to
        Subsection 6(f)(i)(F), Expiration of Term. 
        With respect to Options and Stock Appreciation Rights granted on or after
        the
        Board Approval Date, Subsection 6(f)(i)(F) of the 2000 Plan is hereby amended
        as
        follows:

      


      (F)   Expiration
        of
        Term. 
        Any portion of an Option or Stock Appreciation Right that remains unexercisable
        upon termination of employment (after taking into account the foregoing
        paragraphs (A)-(E)) shall terminate immediately upon such termination of
        employment. Any portion of an Option or Stock Appreciation Right that is,
        or
        becomes, exercisable upon termination of employment which is not exercised
        within the applicable period 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 applicable period described in such paragraphs.
        Notwithstanding the foregoing, or any other 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.

      


      3.   Options
        and Stock
        Appreciation Rights Granted Prior to Board Approval Date. 
        This Second Amendment shall not apply to Options and Stock Appreciation Rights
        granted under the 2000 Plan before the Board Approval Date, and such Options
        and
        Stock Appreciation Rights granted under the 2000 Plan before the Board Approval
        Date shall continue to be subject to the provisions of Subsections 6(f)(i)(E)
        and 6(f)(i)(F) as in effect immediately prior to the Board Approval
        Date.

      


      4.   Effective
        Date of the Second Amendment. 
        The effective date of this Second Amendment shall be the Board Approval Date.
        Except as otherwise provided in this Second Amendment, the terms and conditions
        of the 2000 Plan shall remain in full force and effect. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Attachment
        B

      


      THIRD
        AMENDMENT TO 

      EXPRESS
        SCRIPTS, INC. 2000 LONG TERM INCENTIVE PLAN

      


      RECITALS

      


      A.   Express
        Scripts, Inc. (the “Company”) currently has a 2000 Long-Term Incentive Plan,
        which was adopted August 9, 2000, which was amended on February 6, 2001 and
        December 19, 2001 (the “2000 Plan”).

      


      B.   On
        February 22, 2006 (the “Board Approval Date”), the Board of Directors of the
        Company approved this Third Amendment to the 2000 Plan as set forth
        herein.

      


      AMENDMENT

      


      1.   Amendment
        to
        Subsection 2(v).
        With
        respect to Awards granted on or after the Board Approval Date, Subsection
        2(v)
        of the 2000 Plan is hereby amended to read as follows: 

      


      (v)   “Other
        Award” means an Award of Stock, an Award based on Stock other than Options,
        Stock Appreciation Rights, Restricted Stock or Performance Shares, or a cash
        Award. 

      


      2.   Amendment
        to Subsection 2(z).
         With respect to Awards granted on or after the Board Approval Date,
        Subsection 2(z) of the 2000 Plan is hereby amended to read as
        follows:

      


      (z)   “Performance
        Period” means the period of time as specified in an Agreement over which
        Performance Shares or Other Performance Awards (as defined in Section 9)
        are to
        be earned.

      


      


      3.   Amendment
        to Subsections 6(g)(ii) and (iii). 
        With respect to Awards granted on or after the Board Approval Date, Subsections
        6(g)(ii) and (iii) of the 2000 Plan are hereby amended to add the following
        sentence to the beginning thereof: 

       

          Except
        as may
        be otherwise specified in the terms of any Award, the following provisions
        of
        this subsection shall apply. 

      


      4.   Amendment
        to Subsection 9(a). 
        With respect to Awards granted on or after the Board Approval Date, Subsection
        9(a) of the 2000 Plan is amended to add compound annual growth in earnings
        per
        share, compound stockholder return and average return on invested capital
        as
        performance targets and to otherwise read as follows: 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      9.   Performance
        Shares and
        Other Performance Awards.

      


      (a)   Initial
        Award. 
An
        Award of Performance Shares or Other Performance Award (which shall mean
        an
        Other Award as described in Section 11 subject to the terms of this Section
        9)
        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 cash or 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), compound
        annual growth in earnings per share, inventory, total or net operating asset
        turnover, operating income, total stockholder return, compound stockholder
        return, return on equity, average return on invested capital, 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 or Other
        Performance Award.  In addition to the limitations set forth in Section
        6(j), no Participant may receive any combination of Other Performance Awards
        that do not relate to Shares exceeding Six Million Dollars ($6,000,000) in
        the
        aggregate in any fiscal year of the Company under this Plan. 

      


      5.   Amendment
        to Section
        11. 
        With respect to Awards granted on or after the Board Approval Date, Section
        11
        of the 2000 Plan is amended to read as follows: 

      


      11.   Other
        Awards.  
        The Committee may from time to time grant Awards of Stock and other Awards
        under
        this Plan (collectively herein defined as “Other Awards”), including without
        limitation those Awards pursuant to which a cash bonus award may be made
        or
        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.  In addition, the Committee may, in its sole
        discretion, issue such Other Awards subject to the performance criteria under
        Section 9 hereof. 

      


      6.   Amendment
        to the Term
“Other Stock-Based Award.” 
        The term “Other Stock-Based Award” in the 2000 Plan shall be replaced with
“Other Award” each place it appears in the 2000 Plan, and any references to
        shares or stock in connection with such term shall be deemed to include cash
        to
        the extent any such Other Award is payable in cash. 

      


      7.   New
        Section Regarding Code Section 409A.
        The
        2000 Plan is amended to add a new Section 17 to the end thereof to read as
        follows: 

      


      17.   Deferred
        Compensation.
If
        any
        Award would be considered deferred compensation as defined under Code Section
        409A and would fail to meet the requirements of Code Section 409A, then such
        Award shall be null and void.