CVS Caremark Corporation (CVS)

Statement of The Board Recommending a Vote AGAINST the F&C Proposal

The Company’s Board of Directors unanimously recommends that you vote against the F&C Proposal.

The Company recognizes the importance of its social and environmental practices, as well as its economic performance, to its stockholders. The Company is committed to being a good citizen in all communities in which it operates. However, we believe that creating the proposed sustainability report is unnecessary because its current policies and practices concerning social, environmental and economic issues already address more than adequately the concerns behind the stockholder proposal.

The Company is committed to being a good corporate citizen and promoting social, environmental, workplace and economic initiatives that address sustainability issues. The Company’s Code of Conduct represents the core of the Company’s business philosophy and values and guides the Company’s conduct. The Code of Conduct addresses many sustainability issues, including such topics as compliance with laws, fair dealings, equal opportunity, discrimination, harassment and environmental protection. A copy of the Code of Conduct is available on the Company’s website under “Our Company – Investor Relations – Corporate Governance”. Moreover, the Company requires its suppliers to adhere to our ethical standards as set out in its Ethics Policy. Under the Ethics Policy, suppliers are required to abide by all applicable laws, codes and regulations including, but not limited to, applicable child labor, workplace safety and workmen’s compensation laws. Failure of suppliers to observe the Ethics Policy could result in termination of their relationship with CVS. The Ethics Policy may also be found on the Company’s website under “Our Company – Suppliers – CVS Supplier Information – Ethics”.

The Company is also committed to supporting the communities where we do business. The cornerstone of our corporate social responsibility efforts is our signature cause program, CVS All Kids Can. CVS All Kids Can is committed to making life easier and more prosperous for children with disabilities. Through a five-year, $25 million commitment by the CVS/pharmacy Charitable Trust and CVS/pharmacy, CVS All Kids Can partners with nonprofit organizations that provide innovative programs and services in local communities to help children with disabilities learn, play and succeed in life. The goals of CVS All Kids Can are to build barrier-free playgrounds so children of all abilities can play side-by-side; to raise awareness in schools and in local communities about the importance of inclusion; and to provide medical rehabilitation and related services to children with disabilities.

The Company is also committed to several significant health programs including the Community Access to Child Health (“CATCH”) Program grants, Amyotrophic Lateral Sclerosis (“ALS”) Therapy Alliance, St. Jude Children’s Research Hospital and Easter Seals. Through its storewide fundraising campaign, the Company has raised more than $8 million dollars to support the ALS Therapy Alliance in its efforts to find a treatment for Lou Gehrig’s disease and over $5 million to support the life-saving mission of St. Jude. Partnering with Easter Seals has allowed the Company to make a significant impact in the lives of children with disabilities throughout the country. We are committed to several education initiatives including financial grants to classes that have concrete ideas on how to make their schools or communities more inclusive, a Pharmacy Education Program to assist students pursuing a pharmacy degree and the funding of several schools including Meeting Street and CVS Highlander Charter School. The Company is also committed to building strong communities through its Charitable Trust programs which strive to positively impact the culturally diverse communities in which it operates. In 2006, the CVS/pharmacy Charitable Trust, a private foundation managed by the Company, awarded more than $5 million in grant funds to non-profit organizations across the U.S. for programs serving children with disabilities. These rich and diverse programs demonstrate the Company’s dedication to being a good corporate citizen through its commitment to these and other social and economic initiatives. The Company encourages its stockholders and others to visit its website at http://www.cvs.com/corpInfo/index.html to learn more about its commitments in these areas.

In addition to the commitment to employees, partners and communities publicized on our website, the Company makes available numerous other disclosures on social and environmental issues, as well as economic performance, in its public company reports filed with the SEC, press releases, annual reports to stockholders and otherwise.

69

Table of Contents

The Company recognizes that sustainability is important to its continued growth and success and believes that its existing disclosures accurately reflect that commitment. The Company will continue to honor its commitments to the environment, the workplace, its employees, customers and the communities in which it operates while continuously seeking to expand its sustainability practices. The production of a separate sustainability report would be duplicative of the information that is already provided by the Company in an easily accessible form to stockholders and the public.

The Board of Directors recommends a vote AGAINST the F&C Proposal.

70

Table of Contents