Exhibit 10.2

SUBJECT TO COMPENSATION  COMMITTEE REVIEW AND APPROVAL

CONSULTING AND NON-COMPETE AGREEMENT

ThisCONSULTING AND NON-COMPETE AGREEMENT(this "Agreement"), is entered into this 30th day of June, 2002 (the
"Effective Date"), by and amongCAREMARK RX, INC., a Delaware Corporation ("Caremark"), andJAMES H. DICKERSON,
JR.("Executive").

WHEREAS,
Executive and Caremark entered into an Employment Agreement dated May 1, 2000, as amended (the "Employment Agreement") setting forth the terms and conditions of
Executive's employment with Caremark;

WHEREAS,
Executive and Caremark have agreed to terminate the Employment Agreement, and Caremark has agreed to retain Executive as a consultant under the terms and conditions set forth
herein.

NOW
THEREFORE, in consideration of the provisions hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

1.Termination of Employment Agreement.On the Effective Date,
the Employment Agreement shall be deemed terminated and of no further force or effect. Following such termination, neither party shall have any further obligations of payment of performance
thereunder. Without limiting the generality of
the foregoing, Executive acknowledges that he is not entitled to receive termination payments or benefits of any kind under the Employment Agreement but instead shall receive only the compensation set
forth in this Agreement. Executive acknowledges that the compensation payable under this Agreement is in excess of the termination payments or benefits that would have been payable upon termination of
employment under the Employment Agreement.

2.Term of Agreement.As used herein, "Term" shall mean the
period beginning on the Effective Date and ending on the earlier of (a) May 1, 2005, of (b) earlier termination of this Agreement pursuant to Section 11.

3.Consulting Duties.Executive shall be engaged by Caremark as
a consultant during the Term of this Agreement, an Executive hereby accepts such engagement. Executive shall report directly to the Chairman of the Board of Directors of Caremark Rx, Inc. (the
"Chairman") or his designee, and shall provide such consulting services relating to strategy, finance and operational issues related to the Restricted Business (as defined herein) as shall from time
to time be required by the Chairman. Executive shall not be authorized to bind or act on behalf of Caremark unless specifically authorized in writing to do so by the Chairman.

The
parties agree that Executive's consulting services are intended to assist Caremark in its prescription benefit management, specialty distribution and disease management services and
that the benefit to be obtained under this Agreement by Caremark is the benefit of Executive's knowledge, experience and contacts gained in the operation of Caremark's businesses and in the healthcare
industry generally. Executive shall be provided with reasonable notice as to the services requested hereunder, and such services shall only be requested to be provided during normal business hours at
a time that is mutually agreeable to both parties. Consulting duties are expected to be on a limited, part-time basis. Caremark will reimburse all reasonable expenses incurred by Executive in
performing such duties in accordance with standard corporate reimbursement procedures. Executive will provide reports concerning consulting services performed pursuant to this Agreement if requested
by the Chairman.

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4.Compensation.In consideration of the consulting services and
restrictive covenants in this Agreement, Caremark shall provide Executive with the following compensation:



5.Restrictive Covenants.



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6.Board Membership.Executive hereby tenders his resignation
from Caremark's Board of Directors, effective as of the Effective Date.

7.Return of Materials.On the Effective Date, Executive will
deliver to Caremark all memoranda, notes, records, manuals or other documents (including, but not limited to, written instruments, voice or data recordings, or computer tapes, disks or files of any
nature), including all copies of such materials and all documentation prepared or produced in connection therewith, pertaining to the business of Caremark or containing Trade Secrets or Confidential
Information, whether made or compiled by Executive or otherwise made available to Executive.

8.Reasonable and Necessary Restrictions.Executive acknowledges
that the restrictions, prohibitions and other provisions hereof, including the Territory and Restricted Period, are reasonable, fair and equitable in scope, terms and duration, are necessary to
protect the legitimate business interests of Caremark, and are a material inducement to Caremark to pay the compensation described in this Agreement. Executive covenants that he will not challenge the
enforceability of this Agreement nor will he raise any equitable defense to its enforcement.

9.Specific Performance.Executive acknowledges that the
obligations undertaken by him pursuant to this Agreement are unique and that Caremark will likely have no adequate remedy at law if he fails to perform any of those obligations. Executive therefore
confirms that Caremark has the right to specific performance of the terms of this Agreement and that this right is essential to protect the rights and interests of Caremark and to protect the benefit
of Caremark's bargain with Executive. Accordingly, in addition to any other remedies that Caremark may have at law or in equity, Caremark shall have the right to have all obligations, covenants,
agreements and other provisions of this Agreement specifically performed by Executive and the right to obtain preliminary and permanent injunctive relief to secure specific performance and to prevent
a breach or contemplated breach of this Agreement by Executive.

10.Release of All Claims.In consideration for the promises set
forth in this Agreement, Executive hereby releases any and all existing claims he may currently have, known or unknown, against Caremark, its successors, assigns, directors, officers, employees,
advisors and agents, including, but not limited to, any claims under the Employment Agreement and any claims based on wrongful discharge or state or federal age, sex, race, color, national origin or
disability discrimination laws. Executive waives his rights to consider and/or revoke the terms of this Agreement for any time period beyond the

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date of its execution and in so doing, Executive acknowledges that this release will become effective and enforceable simultaneously with execution of this Agreement. The foregoing release does not
preclude Executive from pursuing a breach of contract action should Caremark fail to fulfill its obligations set forth in this Agreement. Executive acknowledges that he has read and understands the
terms of this Section 10, has been given sufficient time to read and understand its contents and has had the opportunity to consult with an attorney prior to signing this Agreement.

11.Termination.Caremark may terminate this Agreement prior to
the end of the Term if Executive refuses to carry out a consulting assignment properly requested of him without justification, engages in conduct materially detrimental to Caremark or commits a
violation of Section 5 of this Agreement; provided, however, that no such early termination shall be effective unless Caremark shall have first given Executive written notice at least 30 days
prior to the time it intends to terminate this Agreement, detailing the reason for such termination. Executive shall then have that 30-day period to cure the reasons for such termination. Executive
may terminate this Agreement upon 30 days written notice to Caremark. Termination of this Agreement under this Section 11 shall extinguish all further obligations of payment or performance
hereunder, except Executive's obligations under Section 5 shall survive any such termination. This Agreement will be terminated upon Executive's death (except Executive's estate shall be
entitled to receive any life insurance or other benefits payable upon Executive's death), but this Agreement will not be terminated due to Executive's illness or disability. Nothing contained in this
Section 11 shall limit remedies available to Caremark under Section 9 or elsewhere in this Agreement.

12.Construction.The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no
presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The parties agree that language proposed for,
deleted from, or otherwise changed in the various drafts of this Agreement but not included herein, shall not be considered in any way in the interpretation and application of this Agreement and shall
not in any way affect their rights and obligations.

13.Governing Law and Jurisdiction.This Agreement, the rights
and obligations of the parties, and any claims or disputes relating thereto shall be governed by and construed in accordance with the laws of the State of Alabama, not including the choice-of-law
rules thereof. All disputes arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of and be litigated in the state courts located in the State of Alabama. All
parties hereby consent to the exclusive jurisdiction and venue of such courts for the litigation of all disputes and waive any claims of improper venue, inconvenient forum, lack of personal
jurisdiction, or lack of subject matter jurisdiction as to any such disputes.

14.Successors and Assigns.This Agreement shall inure to the
benefit of and be binding upon Caremark, its successors and assigns. The obligations and duties of Executive under this Agreement are personal and not assignable.

15.    Entire Agreement.This Agreement contains the entire agreement between Caremark and Executive with respect
to the matters specified herein and supersedes the Employment Agreement and all prior written agreements, understandings and commitments between Caremark and Executive. This Section 15 is not
intended, however, to have any effect on Executive's stock options, Executive's stock option agreements, the stock option plans pursuant to which Executive's stock options have been issued or
Caremark's benefit plans.

16.    Validity.In the event that any provisions of this Agreement are held to be invalid, void or unenforceable,
the same shall not affect, in any respect whatsoever, the validity of any other provision of this Agreement.

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17.    Sections and Other Headings.Sections and other headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

18.    Notice.Any notice or demand required or permitted to be given under this Agreement shall be made in writing
and shall be deemed effective upon the personal delivery thereof if delivered or, if mailed, 48 hours after having been deposited in the United States mail, postage prepaid, and addressed in
the case of Caremark to the attention of the Chairman of the Board and Chief Executive Officer at Caremark's then principal place of business, presently 3000 Galleria Tower, Suite 1000,
Birmingham, Alabama 35244 and in the case of Executive to 1079 Jensen Drive, Lake Forest, Illinois 60045. Either party may change the address to which such notices are to be addressed by giving the
other party notice of such change in the manner herein set forth.

19.    Cooperation.Executive acknowledges and agrees that during and after the Term, Executive may be contacted by
Caremark or its legal counsel concerning various lawsuits or other legal matters about which Executive may have knowledge. Executive agrees to cooperate with all reasonable requests for assistance
from Caremark in this regard without compensation except as already provided in this Agreement, except for reimbursement of reasonable out-of-pocket expenses incurred by Executive in providing such
cooperation. Executive further agrees to promptly notify Caremark if Executive is served with a subpoena or other legal process, or is otherwise contacted by or asked to provide information to any
other party (including, without limitation, governmental agencies or authorities) concerning audits, investigations, lawsuits or other legal or administrative proceedings affecting any of the Caremark
Parties.

20.    Waiver, Amendment.No provision of this Agreement may be waived except by a written agreement signed by the
waiving party. The waiver of any term or of any condition of this Agreement shall not be deemed to constitute the waiver of any other term or condition. This Agreement may be amended only by a written
agreement signed by the parties.

21.    Announcements.Caremark and Executive agree not to make any public announcement regarding the subject matter
of this Agreement except pursuant to a mutually agreed upon press release to be issued by Caremark. Caremark and Executive further agree not to disparage the other and not to make comments to third
parties inconsistent with the terms of the agreed upon press release.

22.    Counterparts.This Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

IN
WITNESS WHEREOF, Caremark and Executive have caused this Consulting and Non-Compete Agreement to be duly executed as of the date first above written.

| |  | CAREMARK RX, INC.
| |  | -----------------
| |  | By               
| |  |                  

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|Personnel Option Status |  | Caremark Rx, Inc.ID: 63-1151076
3000 Galleria Tower
Suite 1000
Birmingham, AL 35244 |  | REDACTED
|----------------------- |  | ----------------------------------------------------------------------------------- |  | --------
|AS OF 7/1/02            |  |                                                                                     |  |         
|James H. Dickerson Jr.  |  | REDACTED                                                                            |  |         
|REDACTED                |  |                                                                                     |  |         

|Number   |  | Option Date |  | Plan |  | Type |  | Granted   |  | Price |         | Exercised |         | Vested |         | Cancelled |   | Unvested |         | Outstanding |         | Exercisable
|-------- |  | ----------- |  | ---- |  | ---- |  | --------- |  | ----- | ------- | --------- | ------- | ------ | ------- | --------- | - | -------- | ------- | ----------- | ------- | -----------
|         |  | 8/7/96      |  | 98no |  | NQ   |  | 400,000   |  | $     | 3.2500  |           | 400,000 |        | 400,000 |           | 0 |          | 0       |             | 0       |            
|         |  | 9/21/98     |  | 92ic |  | NQ   |  | 1,000     |  | $     | 3.0000  |           | 1,000   |        | 1,000   |           | 0 |          | 0       |             | 0       |            
|         |  | 4/8/99      |  | 92ic |  | NQ   |  | 100,000   |  | $     | 4.1875  |           | 100,000 |        | 100,000 |           | 0 |          | 0       |             | 0       |            
|         |  | 3/31/00     |  | 92ic |  | NQ   |  | 150,000   |  | $     | 4.1875  |           | 150,000 |        | 150,000 |           | 0 |          | 0       |             | 0       |            
|REDACTED |  | 5/31/00     |  | 92ic |  | NQ   |  | 195,931   |  | $     | 6.4400  |           | 0       |        | 195,931 |           | 0 |          | 0       |             | 195,931 |            
|         |  | 11/7/00     |  | 92ic |  | NQ   |  | 350,000   |  | $     | 13.2100 |           | 0       |        | 119,000 |           | 0 |          | 231,000 |             | 350,000 |            
|         |  |             |  |      |  |      |  |           |  |       |         |           |         |        |         |           |   |          |         |             |         |            
|         |  |             |  |      |  |      |  | 1,196,931 |  |       |         |           | 651,000 |        | 965,931 |           | 0 |          | 231,000 |             | 545,931 |            

REDACTED

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