SECOND AMENDMENT TO AMENDED AND
THIS SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Second Amendment") is executed as of August 16, 2005, with an effective date of June 21, 2005 (the "Effective Date"), by and between Caremark Rx, Inc., a Delaware Corporation ("Employer") and Howard McLure, a resident of Nashville, Tennessee ("Officer").
WHEREAS, Employer and Officer entered into an Amended and Restated Employment Agreement ("Agreement") on December 3, 2001; and
WHEREAS, the Parties desire to further amend the Agreement to reflect a change in Officer's position and compensation.
NOW, THEREFORE, in consideration of the foregoing recitals, mutual covenants, and agreements contained in the Amended and Restated Employment Agreement, Amendment To Amended and Restated Employment Agreement and this Second Amendment To Amended and Restated Employment Agreement, the parties agree as follows:
1. Amendment of Section 2(1). Subsection (1) of Section 2 of the Agreement shall be deleted in its' entirety and replaced with the following subsections:
2. Amendment of Section 3(1). Subsection (1) of Section 3 of the Agreement shall be deleted in its' entirety and replaced with the following subsection:
3. No Other Amendment. Except as expressly modified by this Second Amendment, all other terms and conditions of the Employment Agreement and Amendment To Employment Agreement shall not be modified or amended and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Amendment and it is effective as of the Effective Date.
Caremark Rx, Inc.
/s/ E. Mac Crawford
E. Mac Crawford
Chairman, President and Chief Executive Officer
/s/ Howard McLure