Deferred Compensation Plan

1.

All irrevocable election made pursuant to the Plan respecting the deferral of all or any portion of the Bonus earned by Participants during the Plan Year ending December 31, 2008 and payable in the first quarter of the Plan Year beginning January 1, 2009 shall be honored and all Annual Deferral Amounts respecting the deferral of such Bonus shall be credited to the Deferral Accounts of Participants who have made such elections.

2.

All Deferral Accounts shall continue to be maintained under the Plan and shall be distributed in accordance with the applicable, valid Participant election as in effect on December 31, 2008.

3.

Deferral Accounts shall continue to be credited with gains and losses determined under the applicable Measurement Funds under Section 3.6 of the Plan and Participants may change their elections respecting Measurement Funds pursuant to Section 3.6(b) of the Plan. Participants may also change their Beneficiary designation at any time and from time to time prior to their Benefit Distribution Date.

4.

Participants may elect to postpone previously elected Scheduled Distributions in accordance with Section 4.2 of the Plan and with the requirements of Section 409A of the Code and regulations or other official guidance issued thereunder.

1.

“ Annual Deferral Amount ” shall mean that portion of a Participant’s Base Salary and/or Bonus, that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year. In the event of a Participant’s Retirement, Disability, death or Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.

2.

“ Annual Installment Method ” shall be an annual installment payment over the number of years selected by the participant in accordance with this Plan, calculated as follows: (i) for the first annual installment, the Participant’s Deferral Account shall be valued as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee in its sole discretion, and (ii) for remaining annual installments, the Participant’s Deferred Account shall be valued on every anniversary of such calculation date, as applicable. Each annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payment due the Participant.

3.

“ Base Salary ” shall mean the annual cash compensation relating to services performed during any calendar year, including commissions payments, but excluding distributions from nonqualified deferred compensation plans, bonuses, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income.) Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125 or 402(e)(3) pursuant to plans established by any Employer; provided, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

4.

“ Beneficiary ” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant.

5.

“ Beneficiary Designation Form ” shall mean the form established from time to time by the Committee that a Participant completes, signs, and returns to the Committee to designate one or more Beneficiaries.

6.

“ Benefit Distribution Date ” shall mean the date that triggers distribution of a Participant’s Deferral Account. A Participant’s Benefit Distribution Date shall be determined upon the occurrence of any one of the following:

a.

If the Participant Retires, his or her Benefit Distribution Date shall be (i) the first business day following the last day of the six-month period immediately following the date on which the Participant Retires if the Participant is a Specified Employee, and (ii) for all other Participants, the last business day of the Plan Year in which the Participant Retires; provided, in the event the Participant changes his or her Retirement Benefit election in accordance with Section 5.2(a), his or her Benefit Distribution Date shall be no sooner than the five (5) year anniversary of the otherwise applicable Benefit Distribution Date;

b.

If the Participant experiences a Termination of Employment, his or her Benefit Distribution Date shall be (i) the first business day following the last day of the six-month period immediately following the date on which the Participant experiences a Termination of Employment if the Participant is a Specified Employee, and (ii) for all other Participants, the last business day of the Plan Year in which the Participant experiences a Termination of Employment; provided, in the event the Participant changes his or her Termination Benefit election in accordance with Section 6.2(a), his or her Benefit Distribution Date shall be no sooner than the five (5) year anniversary of the otherwise applicable Benefit Distribution Date;

c.

The first business date following the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant’s death, if the Participant dies prior to the complete distribution of his or her Deferral Account; or

d.

The date on which the Participant becomes Disabled.

7.

“ Board ” shall mean the board of directors of the Company.

8.

“ Bonus ” shall mean any compensation earned by a Participant for services rendered with respect to any Plan Year under any Employer’s annual bonus and cash incentive plans.

9.

“ Change in Control ” shall mean prior to January 1, 2009, any change in the ownership or effective control of Caremark Rx, Inc that qualified as a “change in control” under the provisions of Section 409A(a)(2)(A)(v) of the Code, as amended. On and after January 1, 2009 Change in Control shall have the meaning set forth in Section 3 of the Universal 409A Definition Document.

10.

“ Claimant ” shall have the meaning set forth in Section 14.1.

11.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

12.

“ Committee ” shall mean the committee described in ARTICLE 12.

13.

“ Company ” shall mean CVS Caremark Corporation, a Delaware corporation, and any corporate successor thereto. (Prior to September 24, 2008, “Company” shall mean Caremark Rx, LLC (successor to Caremark Rx, Inc.)

14.

“ Death Benefit ” shall mean the benefit set forth in Article 8

15.

“ Deferral Account ” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts, plus (ii) amounts credited or debited to the Participant’s Deferral Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account. The Deferral Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. Within each Participant’s Deferral Account, separate subaccounts shall be maintained to the extent necessary for the administration of the Plan. Generally, subaccounts will be set up for each year, for each Annual Deferral Amount the Participant elects.

16.

“Disability ” or “ Disabled ” shall mean that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees or the Participant’s Employer. Any determination of Disability shall at all times comply with the requirements of Treas. Regs. Section 1.409A -3(i)(4) and subsequent guidance.

17.

“ Disability Benefit ” shall mean the benefit set forth in Article 7.

18.

“ Effective Date ” means April 1, 2005. The Effective Date of this amendment and restatement means January 1, 2009.

19.

“ Election Form ” shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

20.

“ Employee ” shall mean a person who is a common law employee of any Employer.

21.

“ Employer(s) ” shall mean the Caremark Rx, LLC (successor to Caremark Rx, Inc.) and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

22.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

23.

“ Participant ” shall mean any Employee (i) who is selected to participate in the Plan, (ii) who submits an executed Plan Agreement, Election Form and Beneficiary Designation Form, which is accepted by the Committee, and (iii) whose Plan Agreement has not terminated.

24.

“ Plan ” shall mean the Caremark Rx, Inc. Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

25.

“ Plan Agreement ” shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participant’s Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant. Notwithstanding the preceding sentence, or any other provision of the Plan, the Employer shall make such changes and modifications to any Plan Agreement to the extent necessary to cause such agreement to comply with the requirements of Code Section 409A, federal regulations issued thereunder and any other guidance issued by an appropriate federal agency.

26.

“ Plan Year ” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year; provided, that the first Plan Year shall consist only of the period beginning on April 1, 2005 and ending on December 31, 2005.

27.

“ Retirement ”, “Retire(s)” or “Retired” shall mean, with respect to an Employee, Termination of Employment for any reason other than a leave of absence, death or Disability on or after the earlier of the attainment age sixty-five (65).

28.

“ Retirement Benefit ” shall mean the benefit set forth in Article 4.

29.

“ Scheduled Distribution ” shall mean the distribution set forth in Section 3.1.

30.

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

31.

“ Terminate the Plan ”, “Termination of the Plan” shall mean a determination by an Employer’s or the Company’s board of directors that (i) all of its Participants no longer shall be eligible to participate in the Plan, (ii) all deferral elections for such Participants shall terminate, and (iii) such Participants no longer shall be eligible to receive company contributions under this Plan.

32.

“ Termination Benefit ” shall mean the benefit set forth in Article 5.

33.

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

34.

“ Trust ” shall mean one or more trusts established by the Company in accordance with Article 15.

35.

“ Unforeseeable Emergency ” shall mean “Unforeseeable Emergency” as such term is defined in the Universal 409A Definition Document. a.

2.1

Selection by Committee.

2.2

Enrollment and Eligibility Requirements; Commencement of Participation.

a.

As a condition to participation, each select Employee who is eligible to participate in the Plan effective as of the first day of a Plan Year shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, prior to the first day of such Plan Year, or such other deadline as may be established by the Committee in its sole discretion as permitted by applicable law. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

b.

A selected Employee who first becomes eligible to participate in this Plan after the first day of a Plan Year must complete these requirements within thirty (30) days after he or she first becomes eligible to participate in the Plan, or within such other deadline as may be established by the Committee, in its sole discretion, as permitted by applicable law, in order to participate for that Plan Year. In such event, such person’s participation in this Plan shall not commence earlier than the date determined by the Committee pursuant to this Section 2.2(b) and such person shall not be permitted to defer under this Plan any portion of his or her Base Salary and/or Bonus that are paid with respect to services performed prior to his or her participation commencement date.

c.

Each selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines, in its sole discretion, that the Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period. Notwithstanding the foregoing, the Committee shall process such Participant’s deferral election as soon as administratively practicable after such deferral election is submitted to and accepted by the Committee.

d.

If an Employee fails to meet all requirements contained in this Section 2.2 within the period required, that Employee shall not be eligible to participate in the Plan during such Plan Year.

e.

Notwithstanding any Plan provision to the contrary, participation in this Plan is frozen as of December 31, 2008 such that an Employee is not eligible to make deferral elections hereunder with respect to Base Salary earned on and after January 1, 2009. and with respect to any Bonus earned in respect to any performance period beginning on or after January 1, 2009

2.3

Termination of a Participant’s Eligibility.

3.1

Deferral Rules.

a.

Annual Deferral Amount

b.

Short Plan Year

3.2

Election to Defer; Effect of Election Form.

a.

First Plan Year:

b.

Subsequent Plan Year:

c.

Performance-Based Compensation

3.3

Withholding and Crediting of Annual Deferral Amounts.

3.4

Crediting of Amounts after Benefit Distribution.

3.5

Vesting.

3.6

Crediting / Debiting of Deferral Accounts.