CVS Caremark Corporation (CVS)

Statement of CVS’ Board Recommending a Vote AGAINST the Carpenters’ Proposal

CVS’ Board of Directors unanimously recommends that you vote against the Carpenters’ Proposal because it is unnecessary and it is not in the best interests of the Company and its stockholders.

Commitment to Strong Governance

CVS has a history of electing strong and independent boards. We note that in the past six years, through the plurality process, every director nominee has received an affirmative vote greater than 77% of

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all votes cast at our annual meetings. We also note that CVS does not have a staggered board. Our Board of Directors is committed to good governance practices and CVS is always open to stockholder input regarding potential directors and governance. As CVS’ stockholders have a history of electing qualified, independent directors under the current plurality requirement, a change in the voting threshold is not necessary to improve CVS’ corporate governance processes. The Board of Directors believes that the quality of CVS’ directors has a far greater impact on CVS’ governance than the voting standard used to elect them.

Adoption of the Proposal is Unwarranted

In light of our history of electing strong and independent boards, and given the current, uncertain state of play on majority voting for election of directors, we believe that moving to a majority voting election system is unwarranted.

Various constituencies (including the American Bar Association, or ABA) have been evaluating whether adoption of the majority voting standard for U.S. public companies is a worthy and workable goal. In January 2006, in a Preliminary Report, the ABA Corporate Laws Committee stated that it would not recommend changing the Model Business Corporation Act to modify the current plurality vote default rule and establish a default majority vote standard for U.S. director elections. Instead, the ABA Committee (i) made recommendations to strengthen the ability of boards and shareholders to change the way directors are elected at individual companies, if such companies wish to do so, and (ii) outlined amendments to the Model Act that it is considering proposing, which would (a) provide boards and shareholders new tools to modify or eliminate the Model Act’s “holdover rule” in an effort to address the issue of failed elections; and (b) permit corporations to adopt director resignation policies and, for corporations that choose to do so, to ensure that those policies are binding and enforceable.

Furthermore, the New York Stock Exchange is considering changes to its rules applicable to “broker non-votes” in the case of uncontested elections. The NYSE changes being considered, if implemented, would have a significant impact on director elections. At this point, therefore, we believe it is unwarranted to adopt a proposal whose workability and unintended consequences are uncertain.

The Board of Directors recommends a vote AGAINST the Carpenters’ Proposal.

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Statement of CVS’ Board Recommending a Vote AGAINST the Carpenters’ Proposal

CVS’ Board of Directors unanimously recommends that you vote against the Carpenters’ Proposal because it is unnecessary and it is not in the best interests of the Company and its stockholders.

The Board of Directors believes that the plurality voting standard is fair, democratic and impartial and serves the best interests of CVS’ stockholders. The majority voting standard suggested by the Carpenters Proposal does not provide significant advantages to CVS and its stockholders over the plurality voting standard.

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CVS has a history of electing strong and independent boards. In the past five years, through the plurality process, every director nominee has received an affirmative vote greater than 83% of all votes cast at the annual meeting. The outcome of our election process during the last five years would not have been different if the proposed majority voting standard had been used. Further, the Board of Directors is composed of a majority of independent directors.

The Board of Directors is committed to good governance practices and CVS is always open to stockholder input regarding potential directors and governance. As CVS’ stockholders have a history of electing qualified, independent directors under the current plurality requirement, a change in the voting threshold is not necessary to improve CVS’ corporate governance processes. The Board of Directors believes that the quality of CVS’ directors has a far greater impact on CVS’ governance than the voting standard used to elect them.

The plurality voting standard for the election of directors is widely used by publicly traded companies. It is the default standard under Delaware law and is known to and understood by stockholders. The Board of Directors believes the plurality standard provides a good mechanism for electing an independent Board of Directors that is committed to delivering long-term stockholder value.

The Board of Directors recommends a vote AGAINST the Carpenters’ Proposal.

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