CVS Caremark Corporation (CVS)

Supplement to Proxy Statement – Your Vote is Very Important

NOTICE OF SPECIAL MEETING TO BE HELD ON MARCH 16, 2007
AND NOTICE OF APPRAISAL RIGHTS

Dear Caremark Stockholder:

     Pursuant to an order entered by the Delaware Court of Chancery we are sending you this notice to inform you of your right to appraisal rights under Delaware law in connection with the pending merger between CVS Corporation (“CVS”) and Caremark Rx, Inc. (“Caremark”). We have also included herein supplemental disclosures concerning the structure of the fees to Caremark's financial advisors. As detailed below, the stockholders meeting will be held on Friday, March 16, 2006 to give you time to review these additional disclosures.

     On or about January 19, 2006, we mailed to you a joint proxy statement/prospectus, included in the Registration Statement on Form S-4, file No. 333-139470, filed by CVS with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on January 19, 2007, relating to a special meeting of stockholders of Caremark. Since that time we have sent you several letters detailing the significant near-term value, as well as long-term strategic and financial benefits arising out of a merger with CVS. On February 13, 2007, the Delaware Court of Chancery issued an order postponing, until at least March 9, 2007, the previously scheduled February 20, 2007 Caremark stockholder vote on the merger with CVS. On February 23, 2007, the Delaware Court of Chancery denied a motion to enjoin Caremark’s planned merger with CVS and held that a Caremark stockholder vote on the CVS merger may now be held 20 days after Caremark makes supplemental disclosures regarding appraisal rights and the structure of fees to be paid by Caremark to its financial advisors. These supplemental disclosures required by the Delaware Court of Chancery are attached to this notice and update the joint proxy statement/prospectus. The information contained in the attached proxy supplement is incorporated by reference into the joint proxy statement/prospectus.

     Caremark is pleased to invite you to attend a special meeting of the stockholders of Caremark Rx, Inc. which will now be held on March 16, 2007 at 8:30 a.m., Central Time, at the offices of Waller Lansden Dortch & Davis, located at Nashville City Center, 511 Union Street, Suite 2700, Nashville, Tennessee 37219.

     The purpose of the Caremark special meeting is to consider and to vote upon the following proposals:

• a proposal to adopt the Agreement and Plan of Merger (as such agreement may be amended from time to time, the “Merger Agreement”) dated as of November 1, 2006, as amended by Amendment No.1 to the Merger Agreement dated January 16, 2007, among CVS, Caremark and Twain MergerSub L.L.C. (“MergerSub”), a wholly owned subsidiary of CVS formed for the purpose of the merger, and to approve the merger (the “Merger”) contemplated by the Merger Agreement, pursuant to which Caremark will be merged with and into MergerSub with MergerSub surviving the Merger as a wholly owned subsidiary of CVS (which will be renamed CVS/Caremark Corporation); and
  
  
• a proposal to approve an adjournment or postponement of the Caremark special meeting, including if necessary, to solicit additional proxies in favor of the adoption of the Merger Agreement and the approval of the Merger if there are not sufficient votes for that proposal.

     The Caremark board of directors has unanimously determined that the Merger Agreement and the transactions contemplated by it, including the Merger, are advisable and in the best interests of Caremark and its stockholders, unanimously approved and adopted the Merger Agreement and the transactions contemplated by it, including the Merger, and recommends that the Caremark stockholders vote “