Second Amendment to Amended and Restated Incentive Compensation Plan



 Exhibit 10.19 
  
 SECOND AMENDMENT 
 TO THE 
 CAREMARK RX, INC. 1992 STOCK INCENTIVE PLAN 
 (FORMERLY THE AMENDED & RESTATED 
 MEDPARTNERS, INC. INCENTIVE COMPENSATION PLAN) 
  
 This Second Amendment to the Caremark Rx, Inc. 1992 Stock Incentive Plan
(formerly the Amended & Restated Medpartners, Inc. Incentive Compensation Plan) (the “Plan”) to be effective as of January 12, 2001. 
  
 WITNESSETH: 
  
 WHEREAS, Caremark Rx, Inc. (the “Company”) currently sponsors and maintains the Caremark Rx, Inc. 1992 Stock Incentive Plan (formerly the
Amended & Restated Medpartners, Inc. Incentive Compensation Plan) (the “Plan”); and 
  
 WHEREAS, Section 7.9 of the Plan grants the Compensation Committee of the Board the power at any time to amend the Plan, and the Compensation
Committee now wishes to amend the Plan to modify the vesting provisions for options granted under the Plan on and after January 12, 2001; 
  
 RESOLVED, the Plan is hereby amended as indicated below: 
  
 1. 
  
 Section 5.4 of the Plan is amended effective as of January 12, 2001, to read as follows: 
  
 5.4 Vesting of Stock Options. 
  
 Except as provided by the Committee in the applicable Award Agreement, Stock
Options shall vest and become exercisable as follows: 
  
 (a) 34% of the Stock Options granted shall vest on the Stock Option grant date; 
  
 Second Amendment to the 
 Caremark Rx, Inc. 1992 Stock Incentive Plan 
  Page
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 (b) 33% of the Stock Options granted shall vest on each of the first anniversary and
second anniversary of the Stock Option grant date; provided, however, that for Stock Options granted prior to January 12, 2001, if during the first year after the Stock Option grant date, the stock price of the Common Stock closes at or above
$12.00 (or such other price as determined by the Committee and set forth in the applicable Award Agreement) for any twenty (20) out of thirty (30) consecutive trading days, the 33% of the Stock Options due to vest on the first anniversary
of the Stock Option grant date shall vest immediately at the end of such 20th day, and provided, however, that for Stock Options granted prior to January 12, 2001, if during the second year after the Stock Option grant date, the stock price of
the Common Stock closes at or above $18.00 (or such other price as determined by the Committee and set forth in the applicable Award Agreement) for any twenty (20) out of thirty (30) consecutive trading days, the 33% of the Stock Options
due to vest on the second anniversary of the Stock Option grant date shall vest immediately at the end of such 20th day. 
  
 2. 
  
 The name of the Plan is changed effective as of January 12, 2001 from the Amended & Restated Medpartners, Inc. Incentive Compensation Plan
to the Caremark Rx, Inc. 1992 Stock Incentive Plan. All references in any Company documents to the Amended & Restated Medpartners, Inc. Incentive Compensation Plan shall, after January 12, 2001, be a reference to the Caremark Rx, Inc.
1992 Stock Incentive Plan. 
  
 3. 
  
 All other provisions of the Plan not inconsistent herewith are hereby
confirmed and ratified. 
  
 Approved by the Board of Directors by
resolutions on January 12, 2001. 
  
 Second Amendment to the

 Caremark Rx, Inc. 1992 Stock Incentive Plan 
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