CVS Caremark Corporation (CVS)

The Board of Directors recommends a vote AGAINST Items 3, 4, 5 and 6. To vote in accordance with the Board’s recommendations, just sign below; no boxes need to be checked.

¨  FOR                ¨  AGAINST                ¨  ABSTAIN

¨  FOR                ¨  AGAINST                ¨  ABSTAIN

¨  FOR                ¨  AGAINST                ¨  ABSTAIN

¨  FOR                ¨  AGAINST                ¨  ABSTAIN

Other Matters. In their discretion, Mr. Ryan and Ms. Rosenberg, as proxies, and/or The Bank of New York, as trustee, are authorized to vote in accordance with their judgment upon such other business as may properly come before the Meeting.

THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). This Proxy is solicited on behalf of the Board of Directors. Please mark, sign, date and return this proxy card using the enclosed prepaid envelope. This Proxy must be returned for your shares to be voted at the Meeting in accordance with your instructions if you do not plan to attend the Meeting and vote in person. Please indicate any change in address.

Please sign exactly as the name appears on this proxy card. Joint owners should each sign. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title.

Date                                                                       , 2006

Signature: