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APPENDIX A

DEFERRAL OF RESTRICTED STOCK PROCEEDS

Any other provision of the Plan to the contrary notwithstanding, the following provisions shall apply to the cash paid to the Company by Eli

Lilly and Company (“Lilly”) upon the tender of certain shares of restricted stock (the “Transaction Proceeds”), which had been granted to

executives under the Company’s 1988 Restricted Stock Plan, at the completion of the transaction involving the acquisition of PCS Health

Systems, Inc. (“PCS”) by Lilly (the “Transaction”).

1. Former executives of the Company may be selected to participate in the Plan, and, if so selected, shall be deemed Eligible Executives.

2. The Transaction Proceeds shall be automatically deferred into the Plan on behalf of those Eligible Executives who hold outstanding

Restricted Stock Grants under the Company’s 1988 Restricted Stock Plan. Such Eligible Executives shall be deemed to have elected the

deferral of the Transaction Proceeds.

3. The five-year minimum deferral period required by Section E.2 of the Plan shall not apply to the deferral of the Transaction Proceeds.

4. Transaction Proceeds shall not be deferred on behalf of Eligible Executives who are also employees of PCS.