AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

Reference is made to the 1999 employment agreement by and between CVS Corporation, a Delaware corporation (together with its successors and assigns, the "Company") and David Rickard (the "Executive") (such binding employment agreement, as previously amended, being herein referred to as the "Employment Agreement"). Pursuant to Section 22 of the Employment Agreement, the Company and the Executive hereby amend the Employment Agreement as follows, effective immediately.

• • • " Base Salary

      The Executive shall be paid an annualized salary ("Base Salary"), payable in accordance with the regular payroll practices of the Company, of not less than $575,000 subject to review for increase at the discretion of the Management, Planning and Development Committee (the "Committee") of the Company’s Board of Directors (the "Board")."

• • • "(b) Deferral of Compensation . The Executive may elect to defer receipt, pursuant to written deferral arrangements (the "Deferral Election Forms") under and subject to the terms of the CVS Corporation Deferred Compensation Plan, the CVS Corporation Deferred Stock Compensation Plan or any successor or replacement plan or plans, of all or a specified portion of (i) his annual Base Salary and annual incentive compensation under Section 4 and Section 5 and (ii) long term incentive compensation under Section 6; provided , however , that such deferrals shall not reduce Executive’s total cash compensation in any calendar year below the sum of (A) the FICA maximum taxable wage base plus (B) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% Medicare tax imposed on his wages in excess of such FICA maximum taxable wage base.

      In accordance with such Deferral Election Forms, the Company shall credit to a bookkeeping account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if

      the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral.

      Except as otherwise provided under Section 10, in the event of Executive’s termination of employment with the Company or as otherwise determined by the Committee in the event of an unforeseeable emergency on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement), the Company shall promptly pay to Executive cash equal to the value of the assets then credited to Executive’s deferral accounts, less applicable withholding taxes and such distribution shall be deemed to fully settle such accounts. The Company and Executive agree that compensation deferred pursuant to this Section 7(b) shall be fully vested and nonforfeitable; however , Executive acknowledges that his rights to the deferred compensation provided for in this Section 7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death."

• • • "(c) Additional Payment Upon Attainment of Normal Retirement Age . If the Executive continues to be employed by the Company until the date on which he attains age 64, the amount of $350,000 shall be credited, without any election or additional action by the Executive, to an unfunded bookkeeping account subject to rules (including notional investment and related account adjustment provisions) similar to those applicable to the CVS Corporation Deferred Compensation Plan or any successor or replacement plan but payable (unless further deferred in accordance with the terms of such Plan) in accordance with this Section 7(c). The adjusted balance of such account, determined under the terms thereof and reduced by applicable withholdings, shall be paid to the Executive within 15 days (or by such later date as is required to comply with Section 22) following Executive’s (a) Normal Retirement; (b) Approved Early Retirement; (c) death; (d) Termination Without Cause; or (e) Constructive Termination Without Cause."

• • • "The Executive shall be entitled to a pro rata annual incentive award for the year in which the Commencement Date occurs based on the most recently established target annual incentive bonus amount, payable in a cash lump sum not later than 15 days after the Commencement Date."

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• • • "(d) In the event that the Executive ceases before his 64th birthday to be employed by the Company by reason of disability, as that term is defined under the Company’s Long Term Disability Plan, Executive shall be entitled to full acceleration and immediate vesting of any unvested equity awards, including stock options outstanding at the time of his termination of employment."

• • • "(ii) pro rata a