Second Amendment to 1997 Long Term Incentive Compensation Plan



 Exhibit 10.33 
  
 SECOND AMENDMENT 
 TO THE 
 CAREMARK RX, INC. 1997 STOCK INCENTIVE PLAN 
 (FORMERLY THE AMENDED & RESTATED MEDPARTNERS, INC. 
 1997 LONG TERM INCENTIVE COMPENSATION PLAN)

  
 This Second Amendment to the Caremark Rx, Inc. 1997 Stock
Incentive Plan (formerly the Amended & Restated Medpartners, Inc. 1997 Long Term 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. 1997 Stock Incentive Plan (formerly the
Amended & Restated Medpartners, Inc. 1997 Long Term Incentive Compensation Plan) (the “Plan”); and 
  
 WHEREAS, Section 13.1 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; 
  
 NOW, THEREFORE, the Plan is hereby amended as indicated below: 
  
 1. 
  
 Section 6.4 of the Plan is amended effective as of January 12, 2001, to read as follows: 
  
 6.4 VESTING OF OPTIONS. Except as provided by the Committee
in the applicable Award Agreement, Options shall vest and become exercisable as follows: 
  
 (a) 34% of the Options shall vest on the date such options are granted; 
  
 (b) 33% of the Options granted shall vest on each of the 
  
 Second Amendment to the 
 Caremark Rx, Inc. 1997 Stock Incentive Plan 
 Page 1 







 first anniversary and second anniversary of the date such Options are granted; provided, however, that
for Options granted prior to January 12, 2001, if during the first year after the date such Options are granted, the stock price of the Shares 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 Options due to vest on the first anniversary of the date such Options are granted 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 date such Options are granted, the stock price of the Shares 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 Options due to vest on the second anniversary of the date such Options are granted 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. 1997 Long Term Incentive Compensation Plan to the Caremark Rx, Inc. 1997 Stock Incentive Plan. All references in any Company documents to the Amended & Restated Medpartners, Inc. 1997 Long
Term Incentive Compensation Plan shall, after January 12, 2001, be a reference to the Caremark Rx, Inc. 1997 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. 1997 Stock Incentive Plan 
 Page 2