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                                                                   EXHIBIT 10.31


                                    AMENDMENT
                                       TO
         AMENDED AND RESTATED 1997 LONG TERM INCENTIVE COMPENSATION PLAN
                           EFFECTIVE NOVEMBER 15, 2000


         The Caremark Rx, Inc. Amended and Restated 1997 Long Term Incentive
Compensation Plan (the "Plan") is hereby amended as follows:

         1.       Amendment Regarding Transferability of Nonqualified Stock
Options. Section 6.10(b) of the Plan is hereby amended by deleting Section
6.10(b) in its entirety and substituting the following new Section 6.10(b)
therefor:

                  (b)      NONQUALIFIED STOCK OPTIONS. No NQSO 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 Options, or the registration with the Securities and Exchange
         Commission of the Shares to be issued upon exercise of the Options, the
         Committee may, in its discretion, authorize all or a portion of NQSOs
         granted to a Participant to be on terms which permit transfer by such
         Participant to (i) 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 (A) the Award Agreement pursuant to which such
         Options are granted must be approved by the Committee, and must
         expressly provide for transferability in a manner consistent with this
         Section, and (B) subsequent transfers of transferred Options shall be
         prohibited except those by will or the laws of descent and
         distribution. Following transfer, any such 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
         "Participant" shall be deemed to refer to the transferee. The events of
         termination of employment shall continue to be applied with respect to
         the original Participant, following which the Options shall be
         exercisable by the transferee only to the extent, and for the periods
         specified in this Section 6.10. 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 Participant 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. Amended and Restated 1997 Long Term Incentive Compensation
Plan to be executed as of the Effective Date.

                                         CAREMARK RX, INC.

                                         ---------------------------------------
                                         Sara J. Finley, Corporate Secretary


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