CVS Caremark Corporation (CVS)

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) On November 9, 2006, W. Don Cornwell announced his intended retirement from the Board of Directors of CVS Corporation, (the “Company”). Mr. Cornwell is expected to leave the Board of Directors of the Company during December 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On September 20, 2006, the Board of Directors of CVS Corporation elected Richard J. Swift, to the Board. In addition, Mr. Swift has been named to the Audit Committee of CVS Corporation and has been designated an audit committee financial expert. CVS Corporation issued a press release on September 20, 2006 to announce Mr. Swift’s election. The full text of the release is attached as Exhibit 99.1 to the Current Report on Form 8-K.

Mr. Swift is the former Chairman of the Board, President and Chief Executive Officer of Foster Wheeler Ltd., having served in those positions from April 1994 until his retirement in October 2001. Mr. Swift is also the Chairman of the Financial Accounting Standards Advisory Council (“FASAC”), having served on FASAC since January 2002. Mr. Swift’s term expired in June 2006; however, he has agreed to continue to serve as Chairman on a month-to-month basis until his successor is appointed.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On July 17, 2006 CVS Corporation announced that Paula A. Price has joined the Company as Senior Vice President, Controller and Chief Accounting Officer. Under the terms of her at-will employment arrangement with the Company, Ms. Price will receive an annual base salary of $390,000. She will also be eligible to receive an annual cash incentive award and to participate in the Company’s equity award programs available for senior management.

Previously, Ms. Price served as Senior Vice President and Chief Financial Officer for the Institutional Trust Services division of JPMorgan Chase & Co. from 2003 to 2005 and as Managing Director and Head of Corporate Strategy & Business Development from 2002 to 2003. Prior to joining JPMorgan Chase, Ms. Price held the position of General Manager and Chief Strategist of Prudential Retirement Services from 2000 to 2001.

Ms. Price has a BS in accounting from DePaul University and an MBA from the University of Chicago. Ms. Price is a certified public accountant.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On March 17, 2006, the Board of Directors of CVS Corporation elected David W. Dorman to the Board.

Mr. Dorman is the retired Chairman of the Board and Chief Executive Officer of AT&T Corporation (“AT&T Corp.”). He held several senior executive positions with AT&T from 2000 until his retirement in January 2006. Mr. Dorman is a director of Yum! Brands, Inc..

CVS Corporation issued a press release on March 21, 2006 to announce Mr. Dorman’s election to its Board. The full text of the release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On March 1, 2006, Stanley P. Goldstein confirmed to the Company his intention to retire from the Board of Directors, effective at the time of the Company’s annual meeting of stockholders, to be held on May 11, 2006. Mr. Goldstein therefore will not stand for re-election to Board of Directors at the annual meeting. Mr. Goldstein is the retired founder of the Company. He served as Chairman of the Board of the Directors from January 1987 to April 1999 and was Chief Executive Officer of the Company from January 1987 to May 1998.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.