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                                                                   EXHIBIT 10.32

                                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.

                              W I T N E S S E T H:

         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
         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


                            Second Amendment to the
                  Caremark Rx, Inc. 1997 Stock Incentive Plan
                                     Page 1
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         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