RESTRICTED STOCK UNIT AGREEMENT

1.

Pursuant to the provisions of the 1997 Incentive Compensation Plan (hereinafter called the “ Plan ”) of CVS Corporation (hereinafter called the “ Company” ), on the date set forth above, the Company has awarded, and hereby evidences the award to, Thomas Ryan, Employee ID#                          (hereinafter called the “ Participant ”), subject to the terms and conditions set forth or incorporated herein, 400,000 Restricted Stock Units (“ RSU ”). The Plan is hereby made a part hereof and Participant agrees to be bound by all the provisions of the Plan. Capitalized terms not otherwise defined herein shall have the meaning assigned to such term in the Plan. On the Grant Date specified above, the Fair Market Value of a Share equals $                  .

2.

Each RSU represents a right to a future payment of one share (“ Share ”) of Common Stock ($.01 par value) of the Company. Except for required tax withholding, if applicable, such payment shall be in Shares.

3.

To the extent a dividend is paid on Shares at a time the RSUs remain outstanding and prior to the Settlement Date (as defined below), Participant shall be entitled to receive an additional RSU equal to (x) the amount of such dividend per Share times (y) the number of RSU’s held by the Participant pursuant to this Agreement (“ Aggregate RSU’s ”) on the record date of such dividend divided by (z) the Fair Market Value of a share on such record date.

4.

Subject to the terms and conditions of the Plan and this Agreement and subject to Paragraphs 5 and 7 below, Participant shall be vested in the Aggregate RSUs on January 1, 2010 (“ Vesting Date ”).

5.

Subject to Paragraphs 4, 6 and 7, the Participant shall be entitled to receive (and the Company shall deliver to Participant) within 60 days of the Participant’s termination of employment, or such later date, if any, as may be necessary in order to avoid the application of Code Section 409A(a)(1) to such delivery (such delivery date being herein referred to as the “ Settlement Date ”); the number of Shares underlying the Aggregate RSUs as of the Settlement Date.

6.

Except as may be elected below by the Participant, on the Vesting Date or at the Settlement Date for the Aggregate RSUs, the number of Shares to be delivered by the Company to the Participant shall be reduced by the smallest number of Shares having a Fair Market Value at least equal to the dollar amount of Federal, State or local tax withholding required to be withheld by the Company with respect to such RSUs on such

date.

7.

(a) Except as provided in