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                                                                   EXHIBIT 10.24


                                    AMENDMENT
                                       TO
                   CAREMARK RX, INC. 1994 STOCK INCENTIVE PLAN
                           EFFECTIVE NOVEMBER 15, 2000


         The Caremark Rx, Inc. 1994 Stock Incentive Plan (the "Plan") is hereby
amended as follows:

         1.       Amendments Regarding Transferability of Options. Section
7(e)(iii) of the Plan is hereby deleted in its entirety.

                  Section 9(k)(2) of the Plan is hereby amended by deleting
Section 9(k)(2) in its entirety and substituting the following new Section
9(k)(2) therefor:

         (2)      Nonqualified Stock Options. No Nonqualified Stock Option
         granted under the Plan may be sold, transferred, pledged, assigned or
         otherwise alienated or hypothecated, other than by will or by the laws
         of descent and distribution. Notwithstanding the foregoing, to the
         extent not prohibited by any statute, rule or regulation applicable to
         the Plan, the Nonqualified Stock Options or the registration with the
         Securities and Exchange Commission of the Common Stock to be issued
         upon exercise of the Nonqualified Stock Options, the Committee may, in
         its discretion, authorize all or a portion of Nonqualified Stock
         Options granted to an Eligible Employee to be on terms which permit
         transfer by such Eligible Employee to (i) the spouse, children or
         grandchildren of the Eligible Employee ("Immediate Family Members"),
         (ii) a trust or trusts for the exclusive benefit of such Immediate
         Family Members, or (iii) a partnership in which such Immediate Family
         Members are the only partners, provided that (x) the Stock Option
         Agreement pursuant to which such Nonqualified Stock Options are granted
         must be approved by the Committee, and must expressly provide for
         transferability in a manner consistent with this Section; and (y)
         subsequent transfers of transferred Nonqualified Stock Options shall be
         prohibited except those by will or the laws of descent and
         distribution. Following transfer, any such Nonqualified Stock Options
         shall continue to be subject to the same terms and conditions as were
         applicable immediately prior to transfer, provided that for purposes of
         this Plan, the term "Eligible Employee" shall be deemed to refer to the
         transferee. The events of termination of employment shall continue to
         be applied with respect to the original Eligible Employee following
         which the Nonqualified Stock Options shall be exercisable by the
         transferee only to the extent, and for the periods specified in Section
         7(c). Notwithstanding the foregoing, should the Committee provide that
         Options granted be transferable, the Company by such action incurs no
         obligation to notify or otherwise provide notice to a transferee of
         early termination of the Option. In the event of a transfer, as set
         forth above, the original Eligible Employee is and will remain subject
         to and responsible for any applicable withholding taxes upon the
         exercise of such Options.

         2.       Effective Date. The effective date of this Amendment shall be
November 15, 2000.


         3.       Miscellaneous.

                  (a)      Capitalized terms not otherwise defined herein shall
have the meanings given them in the Plan.

                  (b)      Except as specifically amended hereby, the Plan shall
remain in full force and effect.



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         IN WITNESS WHEREOF, the Company has caused this Amendment to the
Caremark Rx, Inc. 1994 Stock Incentive Plan to be executed as of the Effective
Date.

                                     CAREMARK RX, INC.

                                     ----------------------------------------

                                     Sara J. Finley, Corporate Secretary


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