Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT(this "Agreement") is made and entered into as of June 26, 2002, by and between
Caremark Rx, Inc., a Delaware corporation ("Employer"), and A.D. Frazier, Jr. ("Officer").

Recitals

WHEREAS, Employer wishes to retain the services of Officer, and Officer wishes to serve Employer in the capacity of President and Chief Operating Officer; and

WHEREAS,
Employer and Officer have agreed to set forth the terms and conditions of Officer's employment with Employer in this Agreement.

Agreement

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1.Term.Employer agrees to employ Officer, and Officer agrees to serve Employer, on an "at will" basis for such
period (such period being the "Term") as Employer desires to employ Officer and Officer agrees to serve Employer. Without limiting the generality of the foregoing sentence, Employer shall have the
right to terminate Officer at any time for any reason or no reason without any obligation to Officer other than for Base Salary (as hereinafter defined) earned but unpaid through the date of such
termination and for the obligations of Employer pursuant to Section 5 of this Agreement.

2.Employment of Officer.



3.Compensation.



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4.Employment Benefits.



5.Termination Benefits.Employer shall provide to Officer the applicable termination benefits and/or payments
set forth below.



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6.Restrictive Covenants.



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7.Return of Materials.Upon termination of this Agreement, Officer will deliver to Employer 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 businesses of the Caremark Parties or containing Trade Secrets or Confidential Information, whether made
or compiled by Officer or otherwise made available to Officer.

8.Reasonable and Necessary Restrictions.Officer acknowledges that the restrictions, prohibitions and other
provisions in Section 6, including the definitions of Restricted Business, Restricted Period and Territory, are reasonable, fair and equitable in scope, terms and duration, are necessary to
protect the legitimate business interests of Employer, and are a material inducement to Employer to enter into this Agreement. Officer covenants that he will not challenge the enforceability of this
Agreement nor will he raise any equitable defense to its enforcement.

9.Specific Performance.Officer acknowledges that the obligations undertaken by him pursuant to this Agreement
are unique and that Employer will likely have no adequate remedy at law if he fails to perform any of those obligations. Officer therefore confirms that Employer 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 Employer and to protect the benefit of Employer's bargain with Officer. Accordingly, in addition
to any other remedies that Employer may have at law or in equity, Employer shall have the right to have all obligations, covenants, agreements and other provisions of this Agreement specifically
performed by Officer 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 Officer.

10.Survival.All rights and obligations of Employer and Officer under this Agreement shall cease upon
termination of this Agreement, except the obligations of the parties set forth in Sections 5, 6, 7, 8 and 9 hereof shall survive termination of this Agreement.

11.Miscellaneous.



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or
to such other place as either party may designate as to itself by written notice to the other.



IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

|CAREMARK RX, INC.                                  |  |                                      
|-------------------------------------------------- |  | -------------------------------------
|                                                   |  |                                      
|/s/E. MAC CRAWFORDE. Mac Crawford
Chairman and CEO |  | /s/A.D. FRAZIER, JR.A.D. Frazier, Jr.

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