CVS Caremark Corporation (CVS)

     The Board of Directors (the “Board”) of CVS Corporation (the “Company”) approved and adopted the following amendments to the Company’s by-laws (the “By-laws”), effective February 2, 2007:

• Article II was amended to include Sections 3 through 6 which (i) change the voting standard for the election of directors from a plurality to a majority voting standard in uncontested elections and (ii) adopt new resignation requirements to reflect a new Delaware law recognizing advance, irrevocable resignations. Under the new majority voting standard, a nominee for director shall be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Directors will continue to be elected by plurality vote at any meeting of stockholders for which the number of nominees for any election to the Board exceeds the number of directors to be elected. The amended By-laws require an incumbent director to provide the Board with an irrevocable resignation prior to becoming a nominee for re-election.
  
  
• Article I was amended to include Sections 10 and 11 which provide the procedures and notice requirements for the nomination of directors by shareholders and for the consideration of shareholder proposals at a meeting of stockholders.

Attached hereto as Exhibit 3.2 and incorporated by reference herein is a copy of the Company’s Amended and Restated By-laws, effective as of February 2, 2007, reflecting the foregoing amendments.

     After giving effect to (and without modifying) the amendments described above, additional amendments to the By-laws are to be effected in connection with, and conditioned upon the consummation of, the Company’s merger transaction with Caremark Rx., Inc. Such additional amendments to the By-laws and the merger transaction are described in the joint proxy statement/prospectus for the merger dated January 19, 2007.

Section 9 - Financial Statements and Exhibits