SUPPLEMENTAL RETIREMENT PLAN I FOR SELECT SENIOR MANAGEMENT OF CVS CAREMARK CORPORATION

1.01

“Affiliate” shall mean any entity that together with CVS Caremark Corporation would be treated as a single employer under Section 414(b) or (c) of the Code.

1.02

“Annual Benefit” with respect to Class A Member shall mean the amount specified in clause (a) below, and, with respect to a Class D Member, the amount specified in clause (b) below. In addition, the term “Annual Benefit” is defined under Section 3.10 with respect to Members designated in that Section.

(a)

The “Annual Benefit” shall mean, with respect to a Class A Member who became or becomes a Class A Retiree after January 1, 2005, the amount equal to the product of (x) 1.6% times (y) the lesser of such Member’s years of Service or 30, unless otherwise provided in an agreement with a Class A Member, times (z) such Class A Member’s Compensation, less the amount set forth in Appendix B, if any.

(b)

The “Annual Benefit” shall mean, with respect to a Class D Member, the “Annual Benefit” as defined in Appendix D.

1.03

“Beneficiary” shall mean the person named as such by the Member (i) at the time payments to the Member commence under the Plan or (ii) in the case of benefits payable under Section 3.03, at the time of the Member’s death, by written designation filed with the Retirement Administration Committee in accordance with the Plan (including Section

3.04, in the case of a Beneficiary named thereunder), to receive payments after the Member’s death. In the absence of a beneficiary designation, the Participant’s Beneficiary for purposes of Section 3.03 shall be his spouse, if any; otherwise, the Participant’s Beneficiary shall be the person named as his beneficiary under the Corporation’s life insurance program, and if none then the Member’s surviving lineal descendants, per stirpes, in equal parts.

1.04

“Benefit Commencement Date” shall mean, unless the Plan specifically provides otherwise, the first day of the first period for which an amount is due as an annuity or any other form.

1.05

“Board of Directors” or “Board” shall mean the Board of Directors of CVS Caremark Corporation.

1.06

“ Change in Control” shall mean “Change in Control” as such term is defined in the Universal 409A Definition Document.

1.07

“Class A Member,” “Class B Member,” “Class C Member,” and “Class D Member” are defined in Article 2 and Section 4.01, and “Class A Retiree,” “Class C Retiree” and “Class D Retiree” are defined in Section 1.17 below.

1.08

“Compensation” shall mean, with respect to a Class A Member, the average yearly amount of the Member’s salary and cash bonus paid by the Corporation or an Affiliate (and/or its Predecessor) in the three years (which need not be consecutive) in which the amount of such salary and bonus was highest during the ten-year period preceding and including the year of the Member’s Termination of Service. For purposes of this Section 1.09, salary and cash bonus mean those amounts which constitute salary and bonus for purposes of Item 402(b)(2)(iii)(A) and (B) of Regulation S-K, including the amount of salary and cash bonus amounts deferred pursuant to Instruction 3 thereto on an elective basis but excluding bonus amounts payable in a form other than cash on a mandatory basis. Compensation, with respect to a Class D Member, shall have the meaning set forth in Appendix D.

1.09

“Corporation” shall mean CVS Caremark Corporation. References in the Plan to CVS Caremark Corporation shall be deemed to include successors to CVS Caremark Corporation.

1.10

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor provisions and rules thereto.

1.11

“Executive Employee” shall mean an employee of the Corporation or an Affiliate who is a senior officer of the Corporation or any Affiliate and who has been listed as a Class A Member in Appendix A or Class D Member in Appendix D, as amended from time to time by the Management Planning and Development Committee (the “MPD Committee”) of the Board of Directors.

1.12

“409A Annual Benefit” means the portion of the Member’s Annual Benefit, if any, in excess of his Grandfathered Annual Benefit.

1.13.

“Grandfathered Annual Benefit” shall mean the portion of a Member’s Annual Benefit, if any, that was accrued and vested before January 1, 2005, determined under the provisions of the Plan without regard to any amendments after October 3, 2004 which would cause a material modification for Code Section 409A purposes, the provisions of Section 409A, the regulations promulgated thereunder and other applicable guidance, adjusted for the passage of time based on actuarial equivalent assumptions and procedures established by the MPD Committee in accordance with Code Section 409A.

1.14

“Member” shall mean any person included as a Class A Member, Class B Member, Class C Member or Class D Member under the Plan, as provided in Article 2.

1.15

“Plan” shall mean the Supplemental Retirement Plan I for Select Senior Management of CVS Caremark Corporation, as described herein or as hereafter amended.

1.16

“Predecessor” means Melville Corporation and its subsidiaries with respect to events prior to December 4, 1996.

1.17

“Retiree” shall mean a Class A Retiree, as defined in clause (a) below, a Class B Retiree as defined under the provisions of the Plan as in effect on October 3, 2004 and listed on Appendix C, a Class D Retiree, as defined in clause (b) below, or a person designated as a Retiree in Appendix C hereto, under the terms specified in Section 3.10.

(a)

A “Class A Retiree” shall mean a Class A Member who terminates employment with the Corporation for any reason, including disability but excluding death, prior to attaining age 55 but after completing five or more years of Service or on or after attaining age 55 regardless of years of Service.

(b)

A “Class D Retiree” shall mean a Class D Member who has attained age 55 and completed ten or more years of Service and incurs a Termination of Employment with the Corporation and all Affiliates at or after age 55 for any reason, including disability but excluding death.

1.18

“Retirement Administration Committee” shall mean the Benefit Plans Committee appointed by the Board pursuant to the provisions of the 401(k) Plan and the Employee Stock Ownership Plan of CVS Caremark Corporation and Affiliated Companies.

1.19

“Retirement Plan” shall mean any defined benefit plan maintained by the Corporation or its Predecessor meeting the requirements of Section 401 of the Internal Revenue Code of 1986, as amended, in which such Member shall be or was a participant.

1.20

“Service” shall mean with respect to a Member the sum of (a), in the case of an Executive Employee who became a Member prior to July 1, 1995, the period of such Member’s active employment with the Corporation, its Predecessor and its Affiliates, whether or not as an Executive Employee, or, in the case of an Executive Employee who became a Member on or after July 1, 1995, the period of such Member’s active employment with the Corporation, its Predecessor or an Affiliate as an Executive Employee, excluding, in each case, unless otherwise provided by the Retirement Administration Committee, any period during which the Member was engaged as a consultant or received salary continuance or severance payments, and (b) any Service credited under the Plan to such Member by the MPD Committee or by the compensation committee of the board of directors of the Corporation’s Predecessor prior to the assumption of the Plan by the Corporation, pursuant to Article 4. A year of Service is a period of 12 consecutive months, which need not be a calendar year. Notwithstanding the foregoing, with respect to a Member who incurs a Termination of Employment on and after July 1, 2009, such Member’s Service shall cease as of the date he incurs such Termination of Employment.

1.21

“Specified Employee” shall mean “Specified Employee” as such term is defined in the Universal 409A Definition Document.

1.22

“Termination of Employment” shall mean “termination of employment” as such term is defined in the Universal 409A Definition Document.

2.01

Every Executive Employee in the employ of the Corporation or an Affiliate on December 31, 2008 shall continue to be or shall become a Member of the Plan on that date. Such a Member shall be a Class A Member or Class D Member, as specified on Appendix A or Appendix D hereto.

2.02

Any other employee of the Corporation who becomes an Executive Employee after January 1, 2009 and who is designated a Member by the MPD Committee shall thereupon become a Class A Member of the Plan, unless otherwise stipulated by the MPD Committee.

2.03

Any former employee of the Corporation, its Predecessor, or an Affiliate, who is a Retiree under the Plan on December 31, 2008 and any Member who thereafter becomes a Retiree shall continue to be a Member of the Plan until the payment of all benefits in respect of such Retiree under the Plan. In addition, the former employees designated in Item 2 of Appendix C hereto shall be deemed to be Retirees (and thus Members), under the terms specified in Section 3.09.

2.04

The participation and membership under the Plan of an Executive Employee who is not a Retiree shall terminate if his employment with the Corporation and all Affiliates as an Executive Employee terminates, and such person shall cease to be a Member, unless (i) at the time of such termination, he becomes a Retiree, (ii) upon such termination, he continues to be entitled to a benefit hereunder pursuant to Section 3.06, or (iii) he is entitled to a benefit under Section 3.09 or (iv) he is a Class D Member and upon such termination he is entitled to a benefit in accordance with Appendix D.

2.05

A Member whose membership in the Plan terminates pursuant to Section 2.03 or Section 2.04 shall be restored to membership in the Plan at such time as he is restored to employment as an Executive Employee of the Corporation or an Affiliate.

3.01

Except as provided in Section 3.06 or 3.09 or an Appendix attached hereto, benefits under the Plan shall be payable only with respect to Members who are Retirees or become Retirees or, as provided in Section 3.03, 3.04 or 3.06 to Beneficiaries.

3.02

Except as provided in Section 3.06, Section 3.10 or an Appendix attached hereto, and subject to the provisions of Section 3.05 and Section 3.07, a Retiree shall be entitled to commencement of payment of benefits hereunder pursuant to Section 3.04 upon the first day of the month coincident with or next following the later of (i) his Termination of Employment or (ii) his attainment of age 55. Notwithstanding any Plan provision to the contrary a Member may not elect to defer payment of benefits hereunder.

3.03

In the event that a Class A Member dies after the earlier of attaining age 55 or completing five years of Service, or Class D Member dies after the attaining age 55 and completing ten years of Service, in either case prior to becoming a Retiree, or dies after becoming a Retiree but prior to commencing to receive payments hereunder pursuant to Section 3.04, his Beneficiary shall be entitled to the immediate commencement of a single life annuity, with an annual payment equal to one-half of the Annual Benefit, if any, computed under Section 1.02 for such Class A Member and computed under Appendix D, Section 1.01 for such Class D Member, as if the Member was a Retiree and had commenced to receive payment of benefits under Section 3.04 immediately prior to his death. Payments under this Section 3.03 shall commence in the month following the month in which the Member’s date of death occurs. In the event the age difference between the Class A Member or Class D Member and his Beneficiary is greater than five years, the benefit payable pursuant to this Section 3.03 shall be actuarially adjusted to reflect the differences in the life expectancy of the Participant and the Beneficiary. Notwithstanding any Plan provisions to the contrary (i) in the event a Member has made an election under Section 3.04 to receive his Grandfathered Annual Benefit in the form of a lump sum, or (ii) in the event the Member did not make an election under Section 3.04 and such Member’s Beneficiary is his estate, the benefit otherwise payable under this Section 3.03

attributable to his Grandfathered Annual Benefit, shall be commuted into a single lump sum amount of actuarial equivalent value, which amount shall be determined by assuming the Beneficiary is a person of the same age as the Member at the Member’s date of death. The amount of such actuarial equivalent value computed under this Section 3.03 shall be determined by the MPD Committee using the actuarial assumptions described below In computing such actuarial equivalence, the actuarial assumptions to be used shall be (A) the 1983 Group Annuity Mortality Table and (B) an interest rate assumption equal to the applicable interest rate (expressed as a percentage) used by the Pension Benefit Guaranty Corporation for valuing lump sum benefits for single employer plans that terminate on the date of such calculation, minus 0.5%.

3.04

(a) Except as provided in Section 3.06 or 3.09 or an Appendix attached hereto and subject to the provisions below, the benefit payable under the Plan to a Class A Retiree or a Class D Retiree shall be a single life annuity for the life of the Retiree, with annual payments equal to his Annual Benefit computed under Section 1.02 for such Class A Retiree, or Appendix D, Section 1.01 for such Class D Retiree, at the time of the commencement of payment of benefits under this Section 3.04.