THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

AdvancePCS (Retired) (ADVP.X)

7/29/2003 Proxy Information

David D. Halbert is the brother of Jon S. Halbert.

In connection with the acquisition of PCS, and in consideration for the commitment of Jean-Pierre Millon to assist us during the transitional period, AdvancePCS entered into a consulting agreement with Mr. Millon effective October 2, 2000. The consulting agreement was for a six-month term and entitled Mr. Millon to compensation in the amount of $490,000 in addition to benefits received by our other non-employee directors. Mr. Millon and his family were entitled to benefits under our employee benefit plans through January 22, 2002. The consulting agreement contains non-competition provisions effective for the term of the consulting agreement and for a period of one year thereafter.

On June 1, 2001, AdvancePCS entered into a Consulting Services Agreement with Mr. Millon pursuant to which he assisted AdvancePCS in analyzing opportunities for AdvancePCS to expand its offerings worldwide. The consulting agreement was for a six-month term and entitled Mr. Millon to compensation in the amount of $25,000 per month. In addition, it contains non-competition provisions effective for the term of the consulting agreement and for one year thereafter outside of the U.S. and for six-months thereafter within the U.S.

Effective as of October 2, 2000, AdvancePCS entered into a three-year employment agreement with David A. George to serve as President of the Company. Pursuant to the employment agreement, the Company reimbursed Mr. George for certain relocation expenses in connection with his relocation to Phoenix, Arizona, including a no-interest loan of $500,000 to be applied to the purchase of a home. On April 1, 2002, AdvancePCS and Mr. George amended his employment agreement to provide for reimbursement of certain relocation expenses in connection with his relocation to Dallas-Ft. Worth, Texas, including a no-interest loan of $500,000 to be applied to the purchase of a home. Both loans provide that the Company will reduce the principal amount of the loan by $100,000 per year over a five year period. The current balance of the loans will become due and payable upon termination of Mr. George’s employment; however, the principal amount of the initial loan automatically will be reduced to zero if there is a change of control of the Company and the principal balance of the second loan will be reduced to zero in the event Mr. George is terminated following a change of control. In accordance with the terms of his employment agreement, upon termination of Mr. George’s employment with the Company on July 31, 2003, Mr. George will repay the $700,000 outstanding balance of the two loans associated with his relocations. In connection with the marketing and sale of Mr. George’s residence in Scottsdale, Arizona and in accordance with the Company’s executive relocation package, Mr. George also received approximately $500,000 in advances against his equity in that residence. Subsequently, through our relocation program, Mr. George’s residence was purchased by our relocation agency, funded by the Company. The Company was reimbursed for the $500,000 advance it paid on behalf of Mr. George from the proceeds of the subsequent sale of the home to a private buyer in December 2002.

On August 29, 2001, AdvancePCS entered into a three-year employment agreement with Steven C. Mizell to serve as Senior Vice President, Human Resources of the Company. In order to provide incentive for Mr. Mizell to relocate to Dallas-Ft. Worth, Texas, the Company provided Mr. Mizell with a no-interest loan of $185,000 to be applied to the purchase of a home. The Company will reduce the principal amount of such loan by 20% per year over a five year period; provided that the current balance of the loan shall become immediately due and payable upon termination of Mr. Mizell’s employment; however, the principal amount of the loan automatically will be reduced to zero in the event Mr. Mizell is terminated following a change of control.

Effective as of May 1, 2002, AdvancePCS entered into a three-year employment agreement with Yon Yoon Jorden to serve as Chief Financial Officer of the Company. In connection with her employment agreement, the Company agreed to reimburse Ms. Jorden for certain expenses in connection with her relocation to Dallas-Ft. Worth, Texas, including a no-interest loan of $200,000 to be applied to the purchase of a home. The Company will reduce the principal amount of the loan by $100,000 on each of the second and third anniversaries of the loan. The principal balance of the note is due and payable on the fifth anniversary thereof. The current balance of the loans will become due and payable upon termination of Ms. Jorden’s employment; however, the principal amount of the loan automatically will be reduced to zero in the event Ms. Jorden is terminated following a change of control.