First Amendment to Employment Agreement



 EXHIBIT 10.13 
  
 FIRST AMENDMENT 
 TO 
 EMPLOYMENT AGREEMENT 
  
 THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of March 8, 2000 by and between Caremark Rx,
Inc., a Delaware corporation (“Caremark”) and Edward L. Hardin, Jr. (“Officer”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in that certain Employment Agreement by and
between Caremark and Officer dated July 1, 1998 (the “Employment Agreement”). 
  
 WHEREAS, Caremark and Officer entered into the Employment Agreement whereby Officer agreed to serve as Executive Vice President and General Counsel of Caremark; and 
  
 WHEREAS, Caremark and Officer desire to amend Section 6 of the
Employment Agreement so as to eliminate ambiguity and confirm the parties original intent with respect to Officer’s incentive compensation arrangements. 
  
 NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained in this Amendment, the parties agree
as follows: 
  
 1. Amendment to Section 6. Section 6 of the
Employment Agreement shall be deleted in its entirety and the following shall be inserted in lieu thereof: 
  
 “Section 6. Incentive Compensation. 
  
 During the Term, Officer shall be eligible to receive from Employer annual incentive compensation in amount up to one hundred percent
(100%) of Officer’s base salary (pro-rated for any particular calendar year during the term); provided, however, that for services rendered during calendar year 1998, Officer shall be eligible to receive from Employer incentive compensation in
an amount up to $400,000.00, less state and federal tax and other legally required and Officer-authorized withholdings. The incentive compensation contemplated by this Section 6 shall be payable to Officer solely at the discretion of the Chief
Executive Officer of Employer based upon Officer’s performance. The incentive compensation which Officer shall be eligible to earn under this Section 6 shall be subject to review and adjustment by the Board (or a Committee of the Board) from
time-to-time consistent with past practice.” 
  
 2. No
other Amendment. Except as otherwise modified by this Amendment, all other terms and conditions of the Employment Agreement shall not be modified or amended and shall remain in full force and effect. 
  
 3. Miscellaneous. 
  

	 	(a)	Entire Agreement. This Amendment, together with the Employment Agreement, contains the entire agreement of the parties relating to the subject matter hereof and thereof, and
it replaces and supersedes any prior agreements between the parties relating to said subject matter. 

  

	 	(b)	Waiver and Amendment. No provision of this Amendment may be waived except by a written agreement signed by the waiving party. The waiver of any term or condition of this
Amendment shall not be deemed to constitute the waiver of any other term or condition. This Amendment may be amended only by a written agreement signed by each of the parties hereto. 

  

	 	(c)	Captions. Captions have been inserted solely for the convenience of reference and in no way define, limit or describe the scope or substance of any provisions of this
Amendment. 

  

	 	(d)	Governing Law. This Amendment shall be governed by the laws of the State of Alabama. 








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

					
	 Attest:
	 	 MEDPARTNERS, INC.

	 	 	 	 	 
	 By:          /s/ Sara J.
Finley                                       
           
 Name:     Sara J.
Finley                                       
                 
 Title:
     Senior
VP                                        
                       
	 	 By:
	 	 /s/ E. Mac Crawford
                                       
 
 E. Mac Crawford
 Chairman of the Board
  

	 	 	 	 	 /s/ Edward L. Hardin, Jr.
                                 
 Edward L. Hardin, Jr.