AMENDMENT NO. 19

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EXHIBIT 10.1

AMENDMENT NO. 19

THE AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JUNE 9, 1998

AMONG

CAREMARK RX, INC.
(FORMERLY KNOWN AS MEDPARTNERS, INC.)

AND

THE BANKS PARTY HERETO

CLOSING DOCUMENTS

AMENDMENT NO. 19 TO THE LOAN DOCUMENTS

AMENDMENT NO. 19 TO THE LOAN DOCUMENTS dated as of August 28, 2000 to
the Amended and Restated Credit Agreement dated as of June 9, 1998 (as amended
and otherwise modified by Amendment and Waiver No. 1 to the Loan Documents dated
as of December 4, 1998, Amendment No. 2 to the Loan Documents dated as of
January 13, 1999, Amendment No. 3 to the Loan Documents dated as of February 9,
1999, Amendment and Waiver No. 4 to the Loan Documents dated as of March 18,
1999, Amendment and Waiver No. 5 to the Loan Documents dated as of April 1,
1999, Amendment No. 6 to the Loan Documents dated as of April 14, 1999,
Amendment No. 7 to the Loan Documents dated as of June 29, 1999, Amendment No. 8
to the Loan Documents dated as of August 2, 1999, Amendment No. 9 to the Loan
Documents dated as of August 16, 1999, Amendment No. 10 to the Loan Documents
dated as of August 23, 1999, Amendment No. 11 to the Loan Documents dated as of
August 30, 1999, Amendment No. 12 to the Loan Documents dated as of September
14, 1999, Amendment No. 13 to the Loan Documents dated as of November 5, 1999,
Amendment No. 14 to the Loan Documents dated as of December 16, 1999, Amendment
No. 15 to the Loan Documents dated as of January 20, 2000, Amendment No. 16 to
the Loan Documents dated as of February 3, 2000, Amendment No. 17 to the Loan
Documents dated as of April 10, 2000, and Amendment No. 18 to the Loan Documents
dated as of May 2, 2000, the "CREDIT AGREEMENT") among Caremark Rx, Inc.
(formerly known as MedPartners, Inc.), a Delaware corporation (the "BORROWER"),
the Lenders party thereto, Bank of America, N.A. (formerly NationsBank, N.A.;
"BOFA"), as the Initial Issuing Bank and the Swing Line Bank thereunder, Credit
Lyonnais New York Branch, The First National Bank of Chicago and ▇▇▇▇▇▇ Guaranty
Trust Company of New York, as the Syndication Agents therefor, Banc of America
Securities LLC (formerly NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC), as the Arranger
therefor, and BofA, as the Administrative Agent for the Lender Parties
thereunder. Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified therefor in the Credit Agreement.

PRELIMINARY STATEMENTS

(1) The Borrower has requested that the Lender Parties agree to
amend the Credit Agreement as provided herein in connection with the resolution
of the California Transition Plan.

(2) The Lender Parties have indicated their willingness to agree
to amend the Credit Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and in the Loan Documents, the parties
hereto hereby agree as follows:

SECTION 1. Amendments of Certain Provisions of the Credit
Agreement. The Credit Agreement is, upon the occurrence of the Amendment
Effective Date (as hereinafter defined), hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended to
restate the following definitions set forth therein in their entirety as
follows:

"CALIFORNIA SETTLEMENT AGREEMENT" means the Second Amended and
Restated Operations and Settlement Agreement among the Commissioner of
the Department of Corporations of the State of California, the Director
of the Department of Managed Care of the State of California, as
successor in interest to the Commissioner of the Department of
Corporations, the Department of Managed Care of the State of
California, as successor in interest

to the Department of Corporations of the State of California, J. ▇▇▇▇
▇▇▇▇▇▇▇▇▇, as Special Monitor-Examiner, the Borrower and MPN, in the
form attached to the Disclosure Statement which accompanied the MPN
Plan of Reorganization, as amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof, but solely to
the extent permitted under the terms of the Loan Documents.

"CALIFORNIA TRANSITION PLAN" means the transition plan for
the orderly sale or other disposition of all of the California Property
and Assets and the resolution of all of the liabilities and obligations
of the Borrower and the California Subsidiaries related thereto, all as
contemplated by the California Settlement Agreement and the California
Transition Plan Documents. For purposes of the Loan Documents, the
California Transition Plan shall not be deemed to have been adopted
until the Administrative Agent and the Lender Parties shall have
received an opinion of King & Spalding, special counsel for the Loan
Parties, in substantially the form of Exhibit F-7 hereto and all
conditions to effectiveness of the California Settlement Agreement
shall have been satisfied or waived on or prior to October 31, 2000.

"CALIFORNIA TRANSITION PLAN DOCUMENTS" means the California
Settlement Agreement, the Supplemental Plan Agreement and the MPN Plan
of Reorganization, in each case as such agreement, instrument or other
document may be amended, supplemented or otherwise modified from time
to time in accordance with the terms thereof, but solely to the extent
permitted under the terms of the Loan Documents.

"MEDPARTNERS FUNDING COMMITMENT" has the meaning specified in
Section 3.5(a) of the California Settlement Agreement.

"SUPPLEMENTAL PLAN AGREEMENT" means the Amended and Restated
Supplemental Plan Agreement, among MPN, the Borrower, Consenting MPI
Subs (as defined therein), Consenting MPPs (as defined therein) and the
Consenting Plans (as defined therein), in the form attached to the
Disclosure Statement which accompanied the MPN Plan of Reorganization,
as amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, but solely to the extent permitted
under the terms of the Loan Documents.

(b) Section 1.01 of the Credit Agreement is hereby
further amended to add the following new definition in their appropriate
alphabetical order:

"AMENDMENT NO. 19 EFFECTIVE DATE" means the first date on
which all of the conditions precedent to the effectiveness of Amendment
No. 19 to the Loan Documents were satisfied.

"MPN PLAN OF REORGANIZATION" means the Second Amended Chapter
11 Plan of MedPartners Provider Network, Inc. dated July 7, 2000, as
amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, but solely to the extent permitted
under the terms of the Loan Documents.

(c) Section 2.01(e) is amended to (i) delete the word
"or" after the phrase "5.02(e)(iii)(C)" and to substitute therefor the
punctuation ",", (ii) delete the phrase "hereof or, upon adoption of the
California Transition Plan, as required under Section 3.5(c) or 3.6 of the
California Settlement Agreement" in the third parenthetical in the second
sentence thereof, and to (iii) substitute therefor the following phrase: " and
5.02(e)(iii)(E)".

(d) Section 2.05 is amended to delete the date "January
31, 2000" in subclause (b)(vii)(B) thereof and to substitute therefor the new
date "October 31, 2000".

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(e) Section 5.02(a)(ix) is amended to delete the phrase
"Amendment No. 7 Effective Date" in subclause (A) thereof".

(f) Section 5.02(b)(viii) is amended to delete the
parenthetical in subclause (2) thereof and to substitute therefor the following
parenthetical: "(other than Letters of Credit issued for the payment of certain
eligible 'Managed Physician Practice Provider Claims', 'MPN Provider Claims',
and 'Plan Preserved Claims' (as such quoted terms are defined in the California
Settlement Agreement) in aggregate face amount not to exceed $40,000,000 and
otherwise as required under the California Settlement Agreement)".

(g) Section 5.02(e)(iii)(D)(2)(y) is amended to delete
the parenthetical therein and to substitute therefor the following parenthetical
"(other than Letters of Credit issued for the payment of certain eligible
'Managed Physician Practice Provider Claims', 'MPN Provider Claims', and 'Plan
Preserved Claims, (as such quoted terms are defined in the California Settlement
Agreement) in aggregate face amount not to exceed $40,000,000 and otherwise as
required under the California Settlement Agreement)".

(h) Section 5.02(e)(iii)(E) is reinstated in its entirety
to read as follows:

"(E) the Borrower in MPN and the other California Subsidiaries
from time to time after the adoption of the California
Transition Plan with the proceeds of payments made by the
Borrower under the MedPartners Funding Commitment or comprised
of the issuance of Letters of Credit issued for the payment of
certain eligible 'Managed Physician Practice Provider Claims',
'MPN Provider Claims', and 'Plan Preserved Claims' (as such
quoted terms are defined in the California Settlement
Agreement) in aggregate face amount not to exceed $40,000,000
and otherwise as required under the California Settlement
Agreement".

(i) Section 5.03(u) is amended to delete the phrase "Amendment
No. 7 Effective Date" in subclauses (ii) and (iii) thereof.

(j) Exhibit F-7 to the Credit Agreement is amended in full to
read as Annex A hereto.

SECTION 2. Conditions Precedent to the Effectiveness of this
Amendment. This Amendment shall become effective as of the date hereof if on or
before August 28, 2000, each of the following conditions have been satisfied
(such date when the conditions are satisfied being the "AMENDMENT EFFECTIVE
DATE"):

(a) The Administrative Agent shall have received on or
before 5:00 p.m. (Charlotte time) on August 28, 2000, (i) counterparts of this
Amendment executed by the Borrower and the Required Lenders or, as to any of the
Lender Parties, advice satisfactory to the Administrative Agent that such Lender
Party has executed this Amendment and (ii) counterparts of the Consent attached
hereto executed and delivered by each of the Loan Parties (other than the
Borrower).

(b) The representations and warranties set forth in each
of the Loan Documents shall be correct in all material respects on and as of the
Amendment Effective Date, before and after giving effect to this Amendment, as
though made on and as of such date (except (i) for any such representation and
warranty that, by its terms, refers to a specific date other than the Amendment
Effective Date, in which case as of such specific date, (ii) that the
Consolidated financial statements of the Borrower and its Subsidiaries referred
to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to
refer

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to the Consolidated financial statements of the Borrower and its Subsidiaries
comprising part of the Required Financial Information most recently delivered to
the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and
5.03(c), respectively, on or prior to the Amendment Effective Date and (iii)
that the forecasted Consolidated financial statements of the Borrower and its
Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall be
deemed to refer to the forecasted Consolidated financial statements of the
Borrower and its Subsidiaries most recently delivered to the Administrative
Agent and the Lender Parties prior to the Amendment Effective Date).

(c) No event shall have occurred and be continuing, or shall
result from the effectiveness of this Amendment, that constitutes a Default.

(d) All of the reasonable fees and expenses of the Administrative
Agent and the Arranger (including the reasonable fees and expenses of counsel
for the Administrative Agent) due and payable on or before the Amendment
Effective Date shall have been paid in full.

The effectiveness of this Amendment is further conditioned upon the
accuracy of all of the factual matters described herein. This Amendment is
subject to the provisions of Section 8.01 of the Credit Agreement.

SECTION 3. Representations and Warranties of the Borrower. In
connection with and in order to induce the Lenders to enter into this Amendment,
the Borrower hereby represents and warrants as follows:

(a) Consenting Plans constituting 95% of capitation amounts
payable to MPN for May 1999 have agreed to take back all of their institutional
risk associated with the health care service providers in the State of
California effective as of no later than July 15, 1999;

(b) The MPN Management Agreement has been amended by the Borrower
and MPN and such amendment provides for the Borrower to receive reimbursement on
a monthly basis of a good faith estimate of the costs and expenses incurred by
it in the performance of its Obligations under the MPN Management Agreement
(such estimate to be made on the basis set forth in Schedule 3.2 of the
California Settlement Agreement) and for the termination of the MPN Management
Agreement upon the termination or expiration of the California Settlement
Agreement or the California Transition Plan;

(c) All of the property, assets, operations and management
responsibilities of MPN has been restored to MPN itself as the debtor in
possession under Chapter 11 of the United States Bankruptcy Code and to the
Borrower (with the Special Monitor-Examiner (as defined in the California
Settlement Agreement) thereafter having not more than oversight and supervisory
responsibilities therefor);

(d) No proceedings are pending or overtly threatened for the
enjoinment, suspension, revocation, termination or modification of any aspect of
the California Transition Plan;

(e) The representations and warranties made by the Borrower or any
of its Subsidiaries in the Loan Documents to which it is or is to be a party are
accurate in all material respects as though made on and as of such date, before
and after giving effect to the California Transition Plan and to the
transactions contemplated thereby; and

(f) No event has occurred and is continuing, or would result from
the adoption of the California Transition Plan or the consummation of the
transactions contemplated thereby, that would constitute a Default.

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SECTION 4. Reporting Obligations. To induce the Lender to enter
into this Amendment, the Borrower agrees that it will deliver promptly upon
request by the Agent or any Lender (1) copies of all of the California
Transition Plan Documents (other than the sale agreements and related
documentation for the disposition of the California Property and Assets in
accordance with the California Settlement Agreement) entered into or intended to
be entered into prior to the "effective date" of the California Settlement
Agreement, in each case duly executed by the parties thereto, and (2) copies of
all of the reports, analyses and opinions being delivered pursuant to the terms
of the California Transition Plan Documents to the Borrower, the State of
California or any of the other Persons consenting to, bound by or benefiting
from the California Transition Plan that evaluate or analyze all or any portion
of the property, assets, liabilities, businesses or operations of the Borrower
or any of its Subsidiaries or any aspect of the California Transition Plan
(including, without limitation, those reports and opinions attached as Schedule
4.3 of the California Settlement Agreement).

SECTION 5. Reference to and Effect on the Loan Documents. (a) On
and after the Amendment Effective Date, each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof" or words of like import referring to
the Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "the Credit Agreement," "thereunder," "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended by this Amendment.

(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as amended by the amendments specifically provided above in Section
1, are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any of the Guaranteed Parties or the
Administrative Agent under any of the Loan Documents, or constitute a waiver of
any provision of any of the Loan Documents.

SECTION 6. Costs and Expenses. The Borrower hereby agrees to
pay, upon demand, all of the reasonable costs and expenses of the Administrative
Agent and the Arranger (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Amendment and all of the agreements, instruments and other documents
delivered or to be delivered in connection herewith, all in accordance with the
terms of Section 8.04 of the Credit Agreement.

SECTION 7. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

SECTION 8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers, thereunto duly authorized, as of the date
first written above.

THE BORROWER

CAREMARK RX, INC.
(formerly known as MEDPARTNERS, INC.)

By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: SVP Finance & Treasurer

THE ADMINISTRATIVE AGENT

BANK OF AMERICA, N.A.

By /s/ ▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Associate

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THE LENDER PARTIES

BANK OF AMERICA, N.A., as a Lender,
the Swing Line Bank and the Issuing Bank

By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Principal

AMSOUTH BANK

By
-------------------------------------
Name:
Title:

THE CHASE MANHATTAN BANK

By /s/ ▇▇▇▇ ▇▇▇ ▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇▇▇ ▇▇▇
Title: Vice President

CITIBANK, N.A.

By
-------------------------------------
Name:
Title:

CREDIT LYONNAIS NEW YORK BRANCH

By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President

DEBT STRATEGIES FUND, INC.

By
-------------------------------------
Name:
Title:

9
BANK ONE, NA (f/k/a THE FIRST NATIONAL
BANK OF CHICAGO)

By /s/ L. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
Name: L. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President

FIRST UNION NATIONAL BANK

By /s/ ▇▇▇▇▇ ▇. Law
----------------------------------
Name: ▇▇▇▇▇ ▇. Law
Title: Vice President

FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured Management,
Inc., as attorney in fact

By
----------------------------------
Name:
Title:

KZH HIGHLAND-2 LLC

By
----------------------------------
Name:
Title:

▇▇▇▇▇▇▇ ▇▇▇▇▇ DEBT STRATEGIES
PORTFOLIO, INC.
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET
MANAGEMENT L.P., as Investment Advisor

By
----------------------------------
Name
Title:

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▇▇▇▇▇▇▇ ▇▇▇▇▇ GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET MANAGEMENT,
L.P., as Investment Advisor

By
--------------------------------
Name:
Title:

▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING
RATE FUND, INC.

By
--------------------------------
Name:
Title:

▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET
MANAGEMENT, L.P., as Investment Advisor

By
--------------------------------
Name:
Title:

ML CBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT L.P.,
as Collateral Manager

By
--------------------------------
Name:
Title:

ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager

By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Vice President

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▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK

By /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President

▇▇▇ CAPITAL FUNDING, LP
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager

By
----------------------------------------
Name:
Title:

PAMCO CAYMAN, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager

By
----------------------------------------
Name:
Title:

PILGRIM PRIME RATE TRUST
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager

By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Vice President

SCOTIABANC INC.

By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Relationship Manager

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SRV-HIGHLAND, INC.

By
-------------------------------------
Name:
Title:

▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED,
as Agent for KEYPORT LIFE INSURANCE
COMPANY

By /s/ ▇▇▇▇▇ ▇. Good
-------------------------------------
Name: ▇▇▇▇▇ ▇. Good
Title: Sr. Vice President & Portfolio
Manager

TORONTO DOMINION (TEXAS), INC.

By
-------------------------------------
Name:
Title:

TRANSAMERICA LIFE INSURANCE AND
ANNUITY CO.

By
-------------------------------------
Name:
Title:

TRANSAMERICA PREMIER HIGH YIELD FUND

By
-------------------------------------
Name:
Title:

▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

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▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VICE PRESIDENT

▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT, INC.,
as Collateral Manager

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VICE PRESIDENT

WACHOVIA BANK, N.A.

By
---------------------------------------
Name:
Title:

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CONSENT TO AMENDMENT NO. 19 TO THE LOAN DOCUMENTS

As of August 28, 2000

Reference is made to Amendment No. 19 to the Loan Documents
dated as of August 28, 2000 (the "AMENDMENT") to the Amended and Restated Credit
Agreement dated as of June 9, 1998 (as amended and otherwise modified by
Amendment No. 1 to the Loan Documents dated as of December 4, 1998, Amendment
No. 2 to the Loan Documents dated as of January 13, 1999, Amendment No. 3 to the
Loan Documents dated as of February 9, 1999, Amendment and Waiver No. 4 to the
Loan Documents dated as of March 18, 1999, Amendment and Waiver No. 5 to the
Loan Documents dated as of April 1, 1999, Amendment No. 6 to the Loan Documents
dated as of April 14, 1999, Amendment No. 7 to the Loan Documents dated as of
June 29, 1999, Amendment No. 8 to the Loan Documents dated as of August 2, 1999,
Amendment No. 9 to the Loan Documents dated as of August 16, 1999, Amendment No.
10 to the Loan Documents dated as of August 23, 1999, Amendment No. 11 to the
Loan Documents dated as of August 30, 1999, Amendment No. 12 to the Loan
Documents dated as of September 14, 1999, Amendment No. 13 to the Loan Documents
dated as of November 5, 1999, Amendment No. 14 to the Loan Documents dated as of
December 16, 1999, Amendment No. 15 to the Loan Documents dated as of January
20, 2000, Amendment No. 16 to the Loan Documents dated as of February 3, 2000,
Amendment No. 17 to the Loan Documents dated as of April 10, 2000, and Amendment
No. 18 to the Loan Documents dated as of May 2, 2000, the "CREDIT AGREEMENT")
among Caremark Rx, Inc. (formerly known as MedPartners, Inc.), a Delaware
corporation, the Lenders party thereto, Bank of America, N.A. (formerly
NationsBank, N.A.), as the Initial Issuing Bank and Swing Line Bank thereunder,
Credit Lyonnais New York Branch, The First National Bank of Chicago and ▇▇▇▇▇▇
Guaranty Trust Company of New York, as the Syndication Agents therefor, Banc of
America Securities LLC (formerly NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC), as
Arranger therefor, and Bank of America, N.A. (formerly NationsBank, N.A.), as
the Administrative Agent for the Lender Parties thereunder. Capitalized terms
not otherwise defined herein shall have the same meanings as specified therefor
in the Credit Agreement.

Each of the undersigned, as a guarantor under the
Subsidiaries Guarantee dated as of June 9, 1998 (as modified to the date hereof,
the "SUBSIDIARIES GUARANTEE") in favor of the Guaranteed Parties, hereby
consents to the execution and delivery of the Amendment and the performance of
the Credit Agreement, as amended thereby, and hereby confirms and agrees that,
notwithstanding the effectiveness of the Amendment, the Subsidiaries Guarantee
is, and shall continue to be, in full force and effect and is hereby in all
respects ratified and confirmed, except that each reference in the Subsidiaries
Guarantee to "the Credit Agreement," "thereunder," "thereof" or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement, as amended by the Amendment.

This Consent may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same Consent. Delivery of

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an executed counterpart of a signature page to this Consent by telecopier shall
be effective as delivery of a manually executed counterpart of this Consent.

This Consent shall be governed by, and construed in
accordance with, the laws of the State of New York.

[The remainder of this page is intentionally left blank.]

MEDPARTNERS ACQUISITION CORPORATION

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

MEDPARTNERS AVIATION, INC.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

MEDPARTNERS EAST, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

MEDPARTNERS INTEGRATED NETWORK-
▇▇▇▇▇▇▇▇, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer

MEDPARTNERS PROFESSIONAL
MANAGEMENT CORPORATION

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

HEALTHWAYS, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

15
17
BAY AREA PRACTICE MANAGEMENT
GROUP, INC.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer

CHS MANAGEMENT, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

CAREMARK INTERNATIONAL INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

CAREMARK INC.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

By
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Treasurer

PRESCRIPTION HEALTH SERVICES, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

CAREMARK INTERNATIONAL HOLDINGS INC.

MEDPARTNERS PHYSICIAN SERVICES INC.

FRIENDLY HILLS HEALTHCARE NETWORK INC.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

MEDPARTNERS NSC LTD.

MEDPARTNERS ADMINISTRATIVE
SERVICES, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer

MEDPARTNERS MANAGED CARE, INC.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

ACUTE CARE MEDICAL MANAGEMENT, INC.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

BGS HEALTHCARE, INC.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

HOME HEALTH AGENCY OF GREATER
MIAMI, INC.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

PACIFIC MEDICAL GROUP, INC.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

PACIFIC PHYSICIAN SERVICES, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

PPS EAST, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

PPS NORTH CAROLINA MEDICAL
MANAGEMENT, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

PPS RIVERSIDE DIVISION ACQUISITION
AND MANAGEMENT CORP. I

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

PPS VALLEY MANAGEMENT, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

19
21

PACIFIC PHYSICIAN SERVICES
ARIZONA, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President and Treasurer

PACIFIC PHYSICIAN SERVICES
NEVADA, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

PHYSICIANS' HOSPITAL MANAGEMENT
CORPORATION

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer

RELIANT HEALTHCARE SYSTEMS, INC.

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary

MEDPARTNERS/▇▇▇▇▇▇▇ MEDICAL
MANAGEMENT CORPORATION

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer

20
22

▇▇▇▇▇▇▇ MEDICAL MANAGEMENT
CORPORATION

BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer

▇▇▇▇▇▇▇ HEALTH SERVICES
CORPORATION

MEDPARTNERS ADMINISTRATION, L.P.

BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President &
Treasurer of Caremark Rx, Inc.,
the General Partner

21
23

MEDPARTNERS PHYSICIAN
MANAGEMENT, L.P.

BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President of
Caremark Rx, Inc., the General
Partner

MED TENNESSEE, INC.

BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer

MEDPARTNERS PHYSICIAN SERVICES OF
ILLINOIS L.L.C.

BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer of
North Suburban Clinic, Ltd.,
a Member

CERRITOS INVESTMENT GROUP

BY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President & Chief
Financial Officer of Caremark Rx,
Inc., a Partner

BY /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of
Caremark Rx, Inc., a Partner

22
24
CERRITOS INVESTMENT GROUP II

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President & Chief
Financial Officer of Caremark Rx,
Inc., a Partner

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of
Caremark Rx, Inc., a Partner

▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.

By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of
Caremark Rx, Inc.,
the General Partner

23
25

ANNEX A
TO
AMENDMENT NO. 19 TO THE LOAN DOCUMENTS

EXHIBIT F-7 TO THE AMENDED AND
RESTATED CREDIT AGREEMENT

___________ __, 2000

To the Lender Parties that are parties to the Credit
Agreement referred to below, to
Bank of America, N.A. (formerly NationsBank, N.A.),
as the Initial Issuing Bank and Swing Line Bank
thereunder, to Credit Lyonnais,
New York Branch, The First National Bank
of Chicago, and ▇▇▇▇▇▇ Guaranty Trust Company
of New York, as Syndication Agents therefor,
to Banc of America Securities LLC (formerly
Nationsbanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC),
as the Arranger therefor, and to
Bank of America, N.A. (formerly NationsBank, N.A.),
as Administrative Agent for the Lender Parties thereunder

CAREMARK RX, INC.

This opinion is furnished to you pursuant to the Credit Agreement,
dated as of June 9, 1998, among Caremark Rx, Inc. (formerly MedPartners, Inc.),
a Delaware corporation (the "BORROWER"), and each of you, as amended through
Amendment No. 19 to Loan Documents dated as of August 28, 2000 (as so amended,
the "CREDIT AGREEMENT"). Capitalized terms not otherwise defined herein shall
have the same meanings as specified therefor in the Credit Agreement.

We have acted as special counsel to the Borrower and its Subsidiaries
in connection with the preparation, execution and delivery of the Credit
Agreement.

In rendering this opinion, we have examined executed (in original,
facsimile or photocopy form) counterparts of the Credit Agreement Amendment, the
Consent to Amendment No. 19 to the Loan Documents dated as of August 28, 2000
(the "CONSENT") executed by each of the Subsidiaries of the Borrower party to
the Subsidiary Guarantee (each a "SUBSIDIARY GUARANTOR") and each of the other
Loan Documents. We have also examined the originals, or copies certified to our
satisfaction, of the documents listed in a certificate of a Responsible Officer
of the Borrower, dated the date hereof (the "OPINION CERTIFICATE"), certifying
that the documents listed in Part A of such Opinion Certificate are the
settlement agreement and transition plan, and all of the material agreements,
instruments and other

To Certain Lenders, Banks and Agents
___________ __, 2000
Page 2

documents related thereto, comprising the California Transition Plan (the
"CALIFORNIA TRANSITION PLAN DOCUMENTS") and the documents listed in Part B of
such Opinion Certificate are all of the material loan agreements, indentures,
mortgages, deeds of trust, leases, instruments, contracts and other agreements
and all of the orders, writs, judgments, injunctions, decrees, determinations or
awards, that affect or purport to affect the obligations of the Borrower or any
of its Subsidiaries under any of the Loan Documents, or the right of the
Borrower or any of its Subsidiaries to borrow money, to guarantee the
obligations of other Persons, to create liens on or security interests in their
respective properties or assets, or to consummate the Transactions (as
hereinafter defined), including the following documents submitted to us by the
Borrower (the "OTHER FINANCING DOCUMENTS"):

(1) Indenture dated as of October 8, 1996, between the
Borrower, as Issuer, and The First National Bank of
Chicago, as Trustee, in respect of the Borrower's
$450,000,000 7 3/8% Senior Notes Due 2006 (the
"SENIOR NOTES INDENTURE");

(2) Indenture dated as of September 15, 1997, between the
Borrower, as Issuer, and PNC Bank, Kentucky, Inc., as
Trustee, in respect of the Borrower's $420,000,000 6
7/8% Senior Subordinated Notes Due 2000 (the
"SUBORDINATED NOTES INDENTURE" and, together with the
Senior Notes Indenture, the "INDENTURES")*;

(3) Purchase Contract Agreement dated as of September 15,
1997, between the Borrower and The First National
Bank of Chicago, as Purchase Contract Agent (the
"TAPS PURCHASE AGREEMENT")*; and

(4) Pledge Agreement dated as of September 15, 1997,
among the Borrower, PNC Bank, Kentucky, Inc., and The
First National Bank of Chicago*.

In our examination of all documents referred to herein, we have assumed (i) the
authenticity of all such documents submitted to us as originals, (ii) the
conformity to originals of all such documents submitted to us as copies, (iii)
the due execution and delivery, pursuant to due authorization, of each such
document by each party thereto (other than the Borrower in the case of the
California Transition Plan Documents to which it is a party) and (iv) the
genuineness of all signatures.

In addition, we have examined the originals, or copies certified to our
satisfaction, of such other corporate records of the Borrower, certificates of
public officials and agreements, instruments and other documents as we have
deemed necessary as a basis for the opinions expressed below. As to questions of
fact material to our opinions, we have, when relevant facts were not
independently established by us, relied upon certificates of the Borrower or its
officers or public officials.

Whenever any opinion or confirmation of fact set forth herein is
qualified by the words "to our knowledge", "known to us" or words of similar
import, the quoted words mean the current awareness of lawyers in the primary
lawyer group of factual matters such lawyers recognized as being relevant to the

-----------------
* To be deleted if as of the date of this opinion this instrument is no
longer in effect.

To Certain Lenders, Banks and Agents
___________ __, 2000
Page 3

opinion or confirmation so qualified. "Primary lawyer group" means the lawyer
who signs this opinion letter and, solely as to information relative to any
opinion or confirmation issue, any lawyer in this firm who is responsible for
providing the response covering the particular issue. In addition, with respect
to the opinion or confirmation set forth in paragraph 5 below with respect to
certain actions, suits, investigations, litigations, arbitrations, or
proceedings pending or threatened against or affecting the Borrower or any of
its property or assets in any court or before any arbitrator, we note to you
that we have not conducted a search of any records or docket of any court or
other tribunal or forum.

The opinions expressed herein are limited to matters governed by the
federal laws of the United States of America (other than, with respect to the
matters set forth in paragraphs 3 and 4 below, federal bankruptcy laws), the
laws of the State of New York and the General Corporation Law of the State of
Delaware, and we express no opinion herein as to the laws of any other
jurisdiction or the effect that any such other laws may have on the matters set
forth herein. Without limiting the foregoing, we express no opinion as to the
effect of any laws, including any restrictions imposed by governmental licenses,
rules, regulations, orders, approvals or similar matters, governing or
applicable to the Borrower or any of the Subsidiary Guarantors, by reason of the
nature of the business conducted by it in any jurisdiction.

Based upon the foregoing and subject to the limitations and
qualifications hereinafter set forth, we are of the following opinion:

1. The Borrower (a) is a corporation, duly incorporated,
validly existing and in good standing under the laws of the State of
Delaware, (b) is duly qualified and in good standing as a foreign
corporation in the State of Alabama, and (c) has all requisite
corporate power and authority to own or lease and operate its
properties and to carry on its business as now conducted and as
proposed to be conducted.

2. The execution, delivery and performance by the
Borrower of the California Transition Plan Documents to which it is a
party are within the corporate powers of the Borrower, have been duly
authorized by all necessary corporate action, and do not contravene the
Constitutive Documents of the Borrower. The California Transition Plan
Documents to which the Borrower is a party have been duly executed and
delivered.

3. The execution, delivery and performance by the
Borrower of the California Transition Plan Documents to which it is a
party do not:

(a) violate any law, rule (including, without
limitation, Regulation X of the Board of Governors of the
Federal Reserve System), or regulation;

(b) violate any order, writ, judgment,
injunction, decree, determination or award set forth in the
Opinion Certificate; or

(c) conflict with or result in the breach of, or
constitute a default under, or result in or require the
creation or imposition of any Lien upon or with respect to any
of the property or assets of the Borrower or any of its
Subsidiaries under, any of the agreements, instruments or
other documents set forth in Part B of the Opinion
Certificate.

To Certain Lenders, Banks and Agents
___________ __, 2000
Page 4

The execution, delivery and performance by the Borrower of the
California Transition Plan Documents to which it is a party, and the
effectiveness of the California Settlement Agreement and the
Supplemental Plan Agreement do not conflict with or result in the
breach of, or constitute a default under, or result in or require the
creation or imposition of any Lien upon or with respect to any of the
property or assets of the Borrower or any of its Subsidiaries under,
any of the Loan Documents.

4. No authorization or approval or other action by, and
no notice to or filing with, any Governmental Authority or any other
third party that is a party to any of the agreements, instruments,
other documents, orders, decrees, determinations or awards set forth in
the Opinion Certificate is required (under the laws of the State of New
York, the General Corporation Law of the State of Delaware or the
federal laws of the United States) for the due execution or delivery by
the Borrower of the California Transition Plan Documents to which it is
a party, except for authorizations, approvals, actions, notices and
filings which have been duly obtained, taken, given or made and are in
full force and effect.

5. To the best of our knowledge, after due inquiry,
there is no action, suit, investigation, litigation, arbitration, or
proceeding pending or threatened against or affecting the Borrower or
any of its Subsidiaries or any of the property or assets thereof in any
court or before any arbitrator or by or before any Governmental
Authority of any kind that purports to affect (x) the legality,
validity, binding effect or enforceability of the California Transition
Plan Documents, or (y) the effectiveness of the California Settlement
Agreement and the Supplemental Plan Agreement, except in the case of
clauses (x) and (y) above, those proceedings pending in the federal
bankruptcy court for the approval of the California Transition Plan.

The opinions set forth above are subject to the following
qualifications:

(a) Our opinion set forth in paragraph 3 above as it
relates to the Indentures is rendered on the basis of our view that the
defined term "Indebtedness" in the Indentures should not be construed
to include the obligations of the Borrower or MPN under the California
Transition Plan Documents. Although we believe that our view represents
the better interpretation, we note that the proper interpretation is a
matter that is not free from doubt.

(b) In connection with our opinion set forth in paragraph
3 above as it relates to the Credit Agreement, we express no opinion as
to (i) whether the agreement of the Borrower to deposit funds into the
California Deposit Account (as such term is defined in the California
Settlement Agreement) pursuant to Section 3.5(c) of the California
Settlement Agreement and to apply such funds as provided in the
California Settlement Agreement, or the performance by the Borrower of
such agreement, constitutes a "preference or encumbrance of any kind
(including, without limitation, any agreement to give any of the
foregoing)" or "deposit arrangement...intended as, or having the effect
of, security" as such terms are used in the definition of "Lien"
appearing in Section 1.01 of the Credit Agreement, and (ii) if so,
whether such agreement or performance thereof violates Section 5.02(a)
of the Credit Agreement.

To Certain Lenders, Banks and Agents
___________ __, 2000
Page 5

(c) We note that in an action styled [description of
Alabama TAPS litigation to be inserted], the plaintiffs named therein
have asserted that one or more of the actions or events contemplated by
or provided in the California Transition Plan Documents constitute a
"Termination Event" within the meaning of the TAPS Purchase Agreement.
We further note that we do not represent the Borrower in such action
and, with respect to our opinion set forth in paragraph 3 above as it
may relate to the TAPS Purchase Agreement, we express no opinion as to
whether the execution, delivery or performance by the Borrower of the
California Transition Plan Documents constitutes a "Termination Event"
within the meaning of the TAPS Purchase Agreement.

(d) For purposes of rendering the opinions set forth
above, we have relied, with your permission and without independent
verification, upon the opinion(s) attached hereto of [___________]*,
special California counsel to the Borrower and its Subsidiaries,
addressed to the Agents and the Lender Parties, as to the matters set
forth therein.

This opinion may not be used or relied upon for any purpose other than
in connection with the transactions contemplated by the Credit Agreement and the
other Loan Documents, or by any person or entity other than the addressees
hereof, without our prior written consent, provided that (i) any of your
permitted successors, assigns or transferees may rely on this opinion in
connection with the transactions contemplated by the Loan Documents as if this
opinion letter were also addressed to them and (ii) you may furnish copies of
this opinion to your independent auditors, legal counsel and appropriate
regulatory authorities and pursuant to an order or legal process of any relevant
government authority.

Very truly yours,

------------------
* Special California counsel to the Borrower and its Subsidiaries to
provide such opinion(s) shall be one or more of the following: ▇▇▇▇▇,
Day ▇▇▇▇▇▇ & Pogue, Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇,
in-house counsel to MPN (solely as to matters of California corporate
law relating to MPN) or other counsel reasonably acceptable to the
Administrative Agent, and the form and substance of such opinion shall
not be objected to by the Required Lenders.

AMENDMENT NO. 19

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