DEFERRED STOCK COMPENSATION PLAN

Exhibit 10.4

CVS CAREMARK CORPORATION

DEFERRED STOCK COMPENSATION PLAN

Exhibit 10.4

CVS CAREMARK CORPORATION

Deferred Stock Compensation Plan

CVS CAREMARK CORPORATION

Deferred Stock Compensation Plan

1. Purposes . The purposes of this Deferred Stock Compensation Plan (the “Plan”) are to provide certain highly compensated employees of CVS Caremark Corporation (the “Company”) and its subsidiaries with the opportunity to elect to defer receipt of shares of Stock under certain Stock-based compensation plans or arrangements.

2. Definitions . In addition to the terms defined in Section 1 above, the following terms used in the Plan shall have the meanings set forth below:

(a) “Administrator” shall mean the Deferred Stock Compensation Committee set forth in Section 3(b) to whom the Committee has delegated the authority to take action under the Plan, except as may be otherwise required under Section 8.

(b) “Beneficiary” shall mean any person (which may include trusts and is not limited to one person) who has been designated by the Participant in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under the Plan in the event of the Participant’s death. If no Beneficiary has been designated who survives the Participant’s death, then Beneficiary means the Participant’s spouse, if any; otherwise, the Participant’s Beneficiary shall be the person named as his beneficiary under the Company’s life insurance program.

(c) “Change in Control” shall have the meaning given to such term in Section 10(c) of the CVS Caremark Corporation 1997 Incentive Compensation Plan.

(d) “Code” shall mean the Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation (including a proposed regulation) thereunder shall include any successor provisions or regulations.

(e) “Committee” shall mean the Management Planning and Development Committee of the Board of Directors of the Company or any other directors of the Company designated as the Committee. Except as may be otherwise required under Section 8 or by applicable law, any function of the Committee may be delegated to the Administrator.

(f) “Deferral Account” shall mean the account or subaccount established and maintained by the Company for Stock deferrals by a Participant, as described in Section 6. A Deferral Account will be maintained solely as a bookkeeping entry by the Company to evidence unfunded obligation of the Company.

(g) “Deferred Stock” shall mean a right to receive Stock at the end of a specified deferral period.

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(h) “Disability” shall have the meaning given to such term in the Company’s Long-Term Disability Plan except that with respect to a Participant’s 409A Amount, Disability shall have the meaning described in the applicable regulations under Section 409A of the Code.

(i) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act or rule thereunder shall include any successor provisions or rules.

(j) “409A Amount” shall mean the part of a Participant’s Deferral Account that is subject to Section 409A of the Code.

(k) “Participant” shall mean any employee of the Company or any subsidiary who is designated by the Committee as an eligible Participant in the Plan and who participates or makes an election to participate in the Plan.

(l) “Retirement” shall mean (A) for a Participant’s 409A Amount, a termination of employment on or after (i) age 55 and the completion of 10 or more years of service or, if earlier, (ii) age 60 and the completion of five or more years of service and (B) for the part of a Participant’s Deferral Account which is in excess of such Participant’s 409A Amount, the Participant’s termination of employment (i) at or after attaining age 60 or (ii) at or after attaining age 55, but prior to attaining age 60, if such termination is approved in advance by the Committee.

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

(n) “Stock” shall mean CVS Caremark Corporation Common Stock, or any other equity securities of the Company designated by the Committee.

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

(p) “Trust” shall mean any trust or trusts established or designated by the Company to hold Stock or other assets in connection with the Plan; provided , however , that the assets of such trusts shall remain subject to the claims of the general creditors of the Company.

(q) “Trustee” shall mean the trustee of a Trust.

(r) “Trust Agreement” shall mean the agreement entered into between the Company and the Trustee to carry out the purposes of the Plan, as amended or restated from time to time.

3. Administration

(a) Authority . Both the Committee and the Administrator (subject to the ability of the Committee to restrict the Administrator) shall administer the Plan in accordance with its terms, and shall have all the powers necessary to accomplish such purpose, including the power and authority to construe and interpret the Plan, to define the terms used herein, to prescribe, amend and rescind rules and regulations, agreements, forms, and notices relating to the administration of the Plan, and to make all other determinations necessary or advisable for the

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administration of the Plan. Any actions of the Committee or the Administrator with respect to the Plan shall be conclusive and binding upon all persons interested in the Plan, except that any action of the Administrator will not be binding on the Committee. The Committee and Administrator may each appoint agents and delegate thereto powers and duties under the Plan, except as otherwise limited by the Plan.

(b) Administrator . The Deferred Stock Compensation Committee shall consist of such number of members as shall be determined by the Committee, each of whom shall be appointed by, shall remain in office at the will of, and may be removed, with or without cause, by the Committee. Any member of the Deferred Stock Compensation Committee may resign at any time. No member of the Deferred Stock Compensation Committee shall be entitled to act on or decide any matter relating solely to himself or herself or any of his or her rights or benefits under the Plan. The members of the Deferred Stock Compensation Committee shall not receive any special compensation for serving in their capacities as members of the Deferred Stock Compensation Committee but shall be reimbursed for any reasonable expenses incurred in connection therewith. No bond or other security need be required of the Deferred Stock Compensation Committee or any member thereof in any jurisdiction.

(c) Limitation of Liability . Each member of the Committee and the Administrator shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or other employee of the Company or any subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant, legal counsel, or other professional retained by the Company to assist in the administration of the Plan. To the maximum extent permitted by law, no member of the Committee or the Administrator, nor any person to whom ministerial duties have been delegated, shall be liable to any person for any action taken or omitted in connection with interpretation and administration of the Plan.

4. Participation . The administrator will notify each person of his or her participation or eligibility to participate in the Plan not later than 15 days (or such lesser period as may be practicable in the circumstances) prior to any deadline for filing an election form.

5. Deferrals . To the extent authorized by the Committee, a Participant may elect to defer any award or other compensation which is in the form of units denominated in Stock to be received from the Company or a subsidiary, including shares issuable in connection with annual incentive awards or long term awards. In addition to any terms and conditions of deferral set forth under plans, programs or arrangements from which receipt of the Stock-denominated award or other compensation is deferred, the Committee may impose limitations on the amounts permitted to be deferred and other terms and conditions of deferrals under the Plan. Any such limitations, and other terms and conditions of deferral, shall be set forth in the rules relating to the Plan or election forms, other forms, or instructions published by the Committee and/or the Administrator.

(a) Elections . Once an election form, properly completed, is received by the Company, the elections of the Participant shall be irre