FIRST AMENDMENT TO 2006 PRIME VENDOR AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO

2006 PRIME VENDOR AGREEMENT

(Non-Rx Transition)

This is the first amendment (“Amendment”) to the 2006 Prime Vendor Agreement (“2006 Agreement”) dated March 14, 2006 (“Agreement Effective Date”) between AmerisourceBergen Drug Corporation (“ABDC”) and Longs Drug Stores California, Inc. (“Longs”). This Amendment is effective as of April 19, 2006 (“Amendment Effective Date”).

A. Longs and ABDC entered into the 2006 Agreement to establish the terms under which ABDC will provide Products and Services to Longs as of the Agreement Effective Date.

B. Additionally, Longs and ABDC are parties to the RxD Warehouse and Direct Store Delivery Primary Supplier Agreement, dated February 1, 1999, as amended to date (“Prior Agreement”), which will expire as of the Agreement Effective Date.

C. The parties now desire to amend the 2006 Agreement in order to amend certain terms related to Mainland distribution of Non-Rx Products during July 2006.

NOW, THEREFORE, the parties agree as follows:

Capitalized terms in this Amendment that are not otherwise defined have the meaning set forth in the 2006 Agreement. Except as otherwise set forth in this Amendment, the 2006 Agreement continues in full force in accordance with its terms. If there is any conflict between the 2006 Agreement and any provision of this Amendment, this Amendment will control.

A. Pursuant to Section 1(C) of Exhibit 1 of the 2006 Agreement, Longs agreed to self-distribute Non-Rx Products so that ABDC would no longer be Longs’ primary supplier on the Mainland as of the Agreement Effective Date. On March 29, 2006, Longs requested that         *        . The new effective date for Non-Rx Products on the Mainland will be the Non-Rx Transition Date. The Non-Rx Transition Date will be no earlier than the Agreement Effective Date and no later than July 28, 2006.

B. ABDC has agreed to delay the Non-Rx Transition Date beyond the Agreement Effective Date if Longs agrees to compensate ABDC for certain incremental expenses that ABDC will incur,         *         (“National DC”). Certain such expenses may be incurred by ABDC after the Non-Rx Transition Date unless ABDC has sufficient advance notice.

C. From the Agreement Effective Date until the Non-Rx Transition Date:

1. ABDC will continue (as under the Prior Agreement) to be the primary supplier of Non-Rx Products on the Mainland; provided, however, that ABDC will promptly upon execution of this Amendment         *        .

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2. If Longs notifies ABDC on or before April 24, 2006, that it will be able to begin self-distribution of Non-Rx Products by the Agreement Effective Date,         *        . The Non-Rx Transition Date will be July 1, 2006.

3. (a) If Longs will need to delay the Non-Rx Transition Date, it will notify ABDC no later than the following notice dates in order to delay the Non-Rx Transit