<PAGE>   1
                                                                 EXHIBIT (10)-13



                              AMENDED AND RESTATED

                  MEDPARTNERS, INC. INCENTIVE COMPENSATION PLAN



The Amended and Restated MedPartners, Inc. Incentive Compensation Plan (the
"Incentive Compensation Plan") is the result of the assumption and adoption by
MedPartners, Inc., a Delaware corporation, of the Caremark International Inc.
1992 Incentive Compensation Plan (the "Caremark Plan"), pursuant to the
provisions of that certain Plan and Agreement of Merger, dated as of May 13,
1996, by and among MedPartners, Inc., PPM Merger Corporation and Caremark
International Inc.


1.       PURPOSE

The purpose of this Incentive Compensation Plan is to increase stockholder value
and to advance the interests of MedPartners, Inc. and its subsidiaries
(collectively, "MedPartners" or the "Company") by awarding equity and
performance based incentives designed to attract, retain and motivate employees.
As used in this Incentive Compensation Plan, the term "subsidiary" means any
business, whether or not incorporated, in which MedPartners has an ownership
interest.


2.       ADMINISTRATION

2.1      ADMINISTRATION BY THE COMMITTEE.

The Incentive Compensation Plan shall be administered by the Compensation
Committee of the Board of Directors of MedPartners or by any other committee
appointed by the Board of Directors of MedPartners (the "Committee"), which
Committee shall consist solely of two or more Non- Employee Directors
("Non-Employee Directors") as such are defined in Rule 16b-3 promulgated
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or any successor provision.


2.2      AUTHORITY.

Subject to the provisions of this Incentive Compensation Plan, the Committee
shall have the authority to:

         (a)      manage and control the operation of this Incentive
Compensation Plan;

         (b)      interpret and construe the provisions of this Incentive
Compensation Plan, and prescribe, amend and rescind rules and regulations
relating to this Incentive Compensation Plan;







<PAGE>   2



         (c)      make awards under this Incentive Compensation Plan, in such
forms and amounts and subject to such restrictions, limitations and conditions
as it deems appropriate, including, without limitation, awards which are made in
combination with or in tandem with other awards (whether or not
contemporaneously granted) or compensation in lieu of current or deferred
compensation;

         (d)      modify the terms of, cancel and reissue, or repurchase
outstanding awards;

         (e)      prescribe the form of agreement, certificate, or other
instrument evidencing any award under this Incentive Compensation Plan;

         (f)      correct any defect or omission and reconcile any inconsistency
in this Incentive Compensation Plan or in any award hereunder; and

         (g)      make all other determinations and take all other actions as it
deems necessary or desirable for the implementation and administration of this
Incentive Compensation Plan.

The determination of the Committee on matters within its authority shall be
conclusive and binding on MedPartners and all other persons.


3.       PARTICIPATION

Subject to the terms and conditions of this Incentive Compensation Plan, the
Committee shall determine and designate from time to time the employees,
directors and consultants of MedPartners who shall receive awards under this
Incentive Compensation Plan ("Participants").


4.       SHARES SUBJECT TO THE INCENTIVE COMPENSATION PLAN

4.1      NUMBER OF SHARES RESERVED.

Shares of common stock, $.001 par value per share, of MedPartners ("Common
Stock") shall be available for awards under this Incentive Compensation Plan. To
the extent provided by resolution of the Committee, such shares may be
uncertificated. Subject to adjustment in accordance with Sections 4.2 and 4.3,
the aggregate number of shares of Common Stock available for awards under this
Incentive Compensation Plan shall be 13,771,964 shares.

4.2      REUSAGE OF SHARES.

         (a)      In the event of the exercise or termination (by reason of
forfeiture, expiration, cancellation, surrender or otherwise) of any award under
this Incentive Compensation Plan, that

                                      - 2 -

<PAGE>   3



number of shares of Common Stock that was subject to the award but not delivered
to the Participant shall again be available for awards under this Incentive
Compensation Plan.

         (b)      In the event that shares of Common Stock are delivered under
this Incentive Compensation Plan as Restricted Stock, as described in Section 6
hereof, or pursuant to a stock award and are thereafter forfeited or reacquired
by the Company pursuant to rights reserved upon the award thereof, such
forfeited or reacquired shares shall again be available for awards under this
Incentive Compensation Plan.

         (c)      Notwithstanding the provisions of paragraphs (a) or (b) of
this Section 4.2, the following shares shall not be available for reissuance
under this Incentive Compensation Plan: (i) shares with respect to which the
Participant has received the benefits of ownership (other than voting rights),
either in the form of dividends or otherwise; (ii) shares which are withheld
from any award or payment under this Incentive Compensation Plan to satisfy tax
withholding obligations (as described in Section 7.5(e)); (iii) shares which are
surrendered to fulfill tax obligations (as described in Section 7.5(e)); and
(iv) shares which are surrendered in payment of the Option Price (as defined in
Section 5.2) upon the exercise of a Stock Option, as described in Section 5
hereof.

4.3      ADJUSTMENTS TO SHARES RESERVED.

In the event of any merger, consolidation, reorganization, recapitalization,
spin-off, stock divi dend, stock split, reverse stock split, exchange or other
distribution with respect to shares of Common Stock or other change in the
corporate structure or capitalization affecting the Common Stock, the type and
number of shares of stock which are or may be subject to awards under this
Incentive Compensation Plan and the terms of any outstanding awards (including
the price at which shares of stock may be issued pursuant to an outstanding
award) shall be equitably adjusted by the Committee, in its sole discretion, to
preserve the value of benefits awarded or to be awarded to Participants under
this Incentive Compensation Plan.

5.       STOCK OPTIONS

5.1      AWARDS.

Subject to the terms and conditions of this Incentive Compensation Plan, the
Committee shall designate the employees to whom options to purchase shares of
Common Stock ("Stock Options") are to be awarded under this Incentive
Compensation Plan and shall determine the number, type and terms of the Stock
Options to be awarded to each of them; provided, however, that each Stock Option
designated as an "Incentive Stock Option" (as defined below) shall expire on the
earlier of the date provided by the option terms or the date which is ten years
after the date of grant. In addition, each Stock Option awarded to any person
who owns, directly or indirectly (or is treated as owning by reason of
attribution rules, currently set forth in Section 424 of the Internal Revenue
Code of 1986, as amended (the "Code")), stock of the Company constituting more
than 10% of

                                      - 3 -

<PAGE>   4



the total combined voting power of the Company's outstanding stock, or the stock
of any of its corporate subsidiaries, shall expire on the earlier of the date
provided by the option terms or the date which is five years after the date of
the grant. Each Stock Option awarded under this Incentive Compensation Plan
shall be a "nonqualified stock option" for tax purposes, unless the Stock Option
satisfies all of the requirements of Section 422 of the Code and the Committee
designates such Stock Option as an "Incentive Stock Option".


5.2      MANNER OF EXERCISE.

A Stock Option may be exercised, in whole or in part, by giving proper
notification to the Corporate Secretary of MedPartners prior to the date on
which the Stock Option expires; provided, however, that a Stock Option may only
be exercised with respect to whole shares of Common Stock. Such notice shall
specify the number of shares of Common Stock to be purchased and shall be
accompanied by payment of the Option Price for such shares (the "Option Price").
The Option Price of a Stock Option shall be determined in accordance with the
applicable provisions of the Code and shall in no event be less than the Fair
Market Value (as defined in Section 7.11) of the stock covered by the Stock
Option at the date of the grant; provided, however, that the Option Price of a
Stock Option granted to any person who owns, directly or indirectly (or is
treated as owning by reason of attribution rules, currently set forth in Section
424 of the Code), stock of the Company constituting more than 10% of the total
combined voting power of all classes of outstanding stock of the Company or of
any affiliate of the Company, shall in no event be less than 110% of such Fair
Market Value.

5.3      PAYMENT OF OPTION PRICE.

No shares of Common Stock shall be issued on the exercise of a Stock Option
unless paid for in full at the time of exercise. Payment of the Option Price
shall be made in cash, which may be paid by check or other instrument,
acceptable to the Company. In addition, subject to compliance with applicable
laws and regulations and such conditions as the Committee may impose, the
Committee may elect to accept payment in shares of Common Stock of the Company
which are already owned by the Participant, valued at the Fair Market Value
thereof on the date of exercise. The Committee may also allow a Participant to
exercise a Stock Option by use of proceeds to be received from the sale of
Common Stock issuable pursuant to the Stock Option being exercised.


6.       RESTRICTED STOCK

6.1      AWARDS.

Subject to the terms and conditions of this Incentive Compensation Plan, the
Committee shall designate the Participants to whom shares of "Restricted Stock"
shall be awarded under this Incentive Compensation Plan and determine the number
of shares and the terms and conditions of

                                      - 4 -

<PAGE>   5



each such award; provided, however, that newly issued shares shall be issued as
Restricted Stock only to the extent that the Committee determines that past
services of the Participant constitute adequate consideration for at least the
par value thereof. Each Restricted Stock award shall entitle the Participant to
receive shares of Common Stock upon the terms and conditions specified by the
Committee and subject to the following provisions of this Section 6.

6.2      RESTRICTIONS.

All shares of Restricted Stock transferred or sold hereunder shall be subject to
such restrictions as the Committee may determine, including, without limitation,
any or all of the following:

         (a)      a required period of employment with the Company, as
determined by the Committee, prior to the vesting of the shares of Restricted
Stock;

         (b)      a prohibition against the sale, assignment, transfer, pledge,
hypothecation or other encumbrance of the shares of Restricted Stock for a
specified period as determined by the Committee;

         (c)      a requirement that the holder of shares of Restricted Stock
forfeit (or in the case of shares sold to a Participant, resell back to the
Company at his cost) all or a part of such shares in the event of termination
of his employment during any period in which such shares are subject to
restrictions; and

         (d)      a prohibition against employment of the holder of such
Restricted Stock by any competitor of the Company or against such holder's
dissemination of any secret or confidential information belonging to the
Company.

All restrictions on shares of Restricted Stock awarded pursuant to this
Incentive Compensation Plan shall expire at such time or times as the Committee
shall specify.

6.3      REGISTRATION OF SHARES.

Shares of Restricted Stock awarded pursuant to this Incentive Compensation Plan
shall be registered in the name of the Participant and, if such shares are
certificated, at the discretion of the Committee, may be deposited in a bank
designated by the Committee or with MedPartners. The Committee may require a
stock power endorsed in blank with respect to shares of Restricted Stock whether
or not certificated.

6.4      STOCKHOLDER RIGHTS.

Subject to the terms and conditions of this Incentive Compensation Plan, during
any period in which shares of Restricted Stock are subject to forfeiture or
restrictions on transfer, each Participant who has been awarded shares of
Restricted Stock shall have such rights of a

                                      - 5 -

<PAGE>   6



stockholder with respect to such shares as the Committee may designate at the
time of the award, including the right to vote such shares and the right to
receive all dividends paid on such shares. Unless otherwise provided by the
Committee, stock dividends or dividends in kind and, except as otherwise
provided by Section 7.10, any other securities distributed with respect to
Restricted Stock shall be restricted to the same extent and subject to the same
terms and conditions as the Restricted Stock to which they are attributable.

6.5      LAPSE OF RESTRICTIONS.

Subject to the terms and conditions of this Incentive Compensation Plan, at the
end of any time period during which the shares of Restricted Stock are subject
to forfeiture or restrictions on transfer, such shares will be delivered free of
all restrictions to the Participant (or to the Participant's legal
representative, beneficiary or heir).

6.6      SUBSTITUTION OF CASH.

The Committee may, in its sole discretion, substitute cash equal to the Fair
Market Value (as described in Section 7.11) (determined as of the date of the
distribution) of shares of Common Stock otherwise required to be distributed to
a Participant in accordance with this Section 6.



7.       GENERAL

7.1      EFFECTIVE DATE.

This Incentive Compensation Plan became effective the date that the Caremark
Plan was adopted by the Board of Directors of the former parent corporation of
Caremark International Inc.

7.2      DURATION.

This Incentive Compensation Plan shall remain in force and effect until all
awards made under this Incentive Compensation Plan have either been satisfied by
the issuance of shares of Common Stock or the payment of cash or been terminated
in accordance with the terms of this Incentive Compensation Plan or the award
and until all restrictions imposed on shares of Common Stock issued under this
Incentive Compensation Plan have lapsed. No Incentive Stock Option award may be
made under this Incentive Compensation Plan after the tenth anniversary of the
date that the Caremark Plan was adopted by the Board of Directors of the former
parent corporation of Caremark International Inc.


                                      - 6 -

<PAGE>   7



7.3      NON-TRANSFERABILITY OF INCENTIVES.

         (a)      No share of Restricted Stock under this Incentive Compensation
Plan may be transferred, pledged or assigned by the holder thereof (except, in
the event of the holder's death, by will or the laws of descent and
distribution), and the Company shall not be required to recognize any attempted
assignment of such rights by any Participant. During a Participant's lifetime,
awards may be exercised only by him or by his guardian or legal representative.

         (b)      (1)      Incentive Stock Options. No Incentive 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. Further, all Incentive Stock Options granted to a Participant
under the Plan shall be exercisable during his or her lifetime only by such
Participant.

                  (2)      Nonqualified Stock Options. The Committee may, in its
discretion, authorize all or a portion of nonqualified stock options granted to
a Participant to be on terms which permit transfer by such Participant to (i)
the spouse, children or grandchildren of the Participant ("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) there may be no consideration for any
such transfer, (y) the award 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 (z)
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 "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 at Section 7.4. Notwithstanding the foregoing, should
the Committee provide that nonqualified stock 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 nonqualified stock 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 nonqualified stock options.

7.4      EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH.


         (a)      If Participant's association with the Company as an officer,
director, consultant or employee is terminated with cause during the term of any
Stock Option granted pursuant to this Incentive Compensation Plan, such Stock
Option shall cease to be exercisable on the date of such termination.

                                      - 7 -

<PAGE>   8



         (b)      If Participant's association with the Company as an officer,
director, consultant or employee is terminated without cause during the term of
any Stock Option granted pursuant to this Incentive Compensation such Stock
Option shall expire ninety days after the date of such termination.

         (c)      Notwithstanding the foregoing, if termination is due to the
permanent disability or death of Participant, Participant's personal
representative or any other person who acquires option rights from Participant
by will or the applicable laws of descent and distribution, may, within twelve
(12) months after the date of termination, but in no event later than the
expiration date specified pursuant to Section 2, exercise such option rights to
the extent they were exercisable on the date of termination.

7.5      COMPLIANCE WITH APPLICABLE LAW AND WITHHOLDING.

         (a)      Notwithstanding any other provision of this Incentive
Compensation Plan, MedPartners shall have no obligation to issue any shares of
Common Stock under this Incentive Compensation Plan if such issuance would
violate any applicable law or any applicable regulation or requirement of any
securities exchange or similar entity.

         (b)      Prior to the issuance of any shares of Common Stock under this
Incentive Compensation Plan, MedPartners or the Company may require a written
statement that the recipient is acquiring the shares for investment and not for
the purpose or with the intention of distributing the shares and will not
dispose of them in violation of the registration requirements of the Securities
Act of 1933.

         (c)      With respect to any person who is subject to Section 16(a) of
the Exchange Act, the Committee may, at any time, add such conditions and
limitations to any award under this Incentive Compensation Plan that it deems
necessary or desirable to comply with the requirements of Rule 16b-3.

         (d)      If, at any time, MedPartners, in its sole discretion,
determines that the listing, registration or qualification (or any updating of
any such document) of any type of award, or the shares of Common Stock issuable
pursuant thereto, is necessary on any securities exchange or under any federal
or state securities or blue sky law, or that the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, any award, the issuance of shares of Common Stock pursuant to
any award, or the removal of any restrictions imposed on shares subject to an
award, such award shall not be made and the shares of Common Stock shall not be
issued or such restrictions shall not be removed, as the case may be, in whole
or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to MedPartners.

         (e)      All awards and payments under this Incentive Compensation Plan
are subject to withholding of all applicable taxes and the Company shall have
the right to withhold from any

                                      - 8 -

<PAGE>   9



award under this Incentive Compensation Plan or to collect as a condition of any
payment under this Incentive Compensation Plan, as applicable, any taxes
required by law to be withheld. To the extent provided by the Committee, a
Participant may elect to have any distribution otherwise required to be made
under this Incentive Compensation Plan to be withheld or to surrender to the
Company shares of Common Stock already owned by the Participant to fulfill any
tax withholding obligation.

7.6      NO CONTINUED EMPLOYMENT.

The Incentive Compensation Plan does not constitute a contract of employment or
continued service, and participation in this Incentive Compensation Plan will
not give any employee or Participant the right to be retained in the employ of
the Company or the right to continue as a director of the Company or any right
or claim to any benefit under this Incentive Compensation Plan unless such right
or claim has specifically accrued under the terms of this Incentive Compensation
Plan or the terms of any award under this Incentive Compensation Plan.

7.7      TREATMENT AS A STOCKHOLDER.

Any award to a Participant under this Incentive Compensation Plan shall not
create any rights in such Participant as a stockholder of MedPartners until
shares of Common Stock are registered in the name of the Participant.

7.8      DEFERRAL PERMITTED.

Payment of cash to a Participant or distribution of any shares of Common Stock
to which a Participant is entitled under any award shall be made as provided in
the terms of the award. Payment may be deferred at the option of the Participant
to the extent provided in the award.

7.9      AMENDMENT OF THE INCENTIVE COMPENSATION PLAN.

The Committee may, at any time and in any manner, amend, suspend, or terminate
this Incentive Compensation Plan or any award outstanding under this Incentive
Compensation Plan; provided, however, that no such amendment or discontinuance
shall:

         (a)      be made without stockholder approval: (1) to the extent such
approval is required by law, agreement or the rules of any exchange or automated
quotation system upon which the Common Stock is listed or quoted or (2) to the
extent that any outstanding Stock Option is canceled and regranted or repriced;

         (b)      adversely alter or impair the rights of Participants with
respect to awards previously made under this Incentive Compensation Plan without
the consent of the holder thereof; or


                                      - 9 -

<PAGE>   10



         (c)      make any change that would disqualify any provision of this
Incentive Compensation Plan, intended to be so qualified, from the exemption
provided by Rule 16b-3.

7.10     IMMEDIATE ACCELERATION OF INCENTIVES.

Notwithstanding any provision in this Incentive Compensation Plan to the
contrary or the normal terms of vesting under any award:

         (a)      the restrictions on all shares of Restricted Stock awarded
shall lapse immediately;

         (b)      all outstanding Stock Options will become exercisable
immediately if a Change in Control (as defined below) occurs. For purposes of
this Incentive Compensation Plan, a "Change in Control" shall have occurred if:

                  (1)      any "Person," as such term is used in Section 13(d)
and 14(d) of the Exchange Act (other than MedPartners, any corporation owned,
directly or indirectly, by the stockholders of MedPartners in substantially the
same proportions as their ownership of stock of MedPartners, and any trustee or
other fiduciary holding securities under an employee benefit plan of MedPartners
or such proportionately owned corporation), is or becomes the "beneficial owner"
(as defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of MedPartners representing 15% or more of the
combined voting power of MedPartners's then outstanding securities having the
right to vote for the election of directors;

                  (2)      during any 24-month period, individuals who at the
beginning of such period constitute the Board of Directors, and any new director
(other than a director designated by a Person who has entered into an agreement
with MedPartners to effect a transaction described in paragraph (1), (3) or (4)
of this Section 7.10) whose election by the Board of Directors or nomination for
election by MedPartners's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a majority
thereof;

                  (3)      the stockholders of MedPartners approve a merger or
consolidation of MedPartners with any other corporation, other than (A) a merger
or consolidation which would result in the voting securities of MedPartners
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 60% of the combined voting power of the voting
securities of MedPartners or such surviving entity outstanding immediately after
such merger or consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of MedPartners (or similar transaction) in which no
Person acquires more than 15% of MedPartners's then outstanding securities
having the right to vote for the election of directors; or


                                     - 10 -

<PAGE>   11


                  (4)      the stockholders of MedPartners approve a plan of
complete liquidation of MedPartners or an agreement for the sale or disposition
by MedPartners of all or substantially all of MedPartners's assets (or any
transaction having a similar effect).

7.11     DEFINITION OF FAIR MARKET VALUE.

Except as otherwise determined by the Committee, the "Fair Market Value" of a
share of Common Stock as of any date shall be equal to the closing sale price of
a share of Common Stock as reported on The National Association of Securities
Dealers' New York Stock Exchange Composite Reporting Tape (or if the Common
Stock is not traded on The New York Stock Exchange, the closing sale price on
the exchange on which it is traded or as reported by an applicable automated
quotation system) (the "Composite Tape"), on the applicable date or, if no sales
of Common Stock are reported on such date, the closing sale price of a share of
Common Stock on the date the Common Stock was last reported on the Composite
Tape (or such other exchange or automated quotation system, if applicable).





























                                     - 11 -