Exhibit
      10.1

     

    
      LEHMAN
        BROTHERS 

    

     

    Transaction

     

    
      
        
          
            	
                    Date:

                  	 	
                    November
                      6, 2007

                  
	 	 	 
	
                    To:

                  	 	
                    CVS
                      Caremark Corporation

                  
	 	 	
                    [                           ]

                  
	 	 	
                    Attention:  [  
                       ]

                  
	 	 	 	 
	
                    From:

                  	 	
                    Lehman
                      Brothers, Inc acting as Agent

                  
	 	 	
                    Lehman
                      Brothers OTC Derivatives Inc., acting as Principal

                  
	 	 	
                    Andrew
                      Yare - Transaction Management Group

                  
	 	 	
                    Facsimile:

                  	
                    646-885-9546
(United
                      States
                      of America)

                  
	 	 	
                    Telephone:

                  	
                    212-526-9986

                  
	 	 	 
	
                    Ref.
                      Numbers:

                  	 	
                    Global
                      Deal ID:  3467542

                  
	 	 	 
	 	 	 


          

        

      

    

     

    Dear
      Sir or Madam:

     

    The
      purpose of this communication (this “Confirmation”) is to
      confirm the terms and conditions of the transaction (the
“Transaction”) entered into between Lehman Brothers OTC
      Derivatives Inc. (“Party A”) and CVS Caremark Corporation
      (“Party B”) on the Trade Date specified below.  This
      Confirmation constitutes a “Confirmation” as referred to in the Agreement
      specified below. This Confirmation is sent on behalf both Party A and Lehman
      Brothers Inc. (“LBI”). Lehman Brothers OTC Derivatives
      Inc. is not a member of the Securities Investor Protection
      Corporation.

    


    This
      Confirmation evidences a complete and binding agreement between Party A and
      Party B as to the terms of the Transaction to which this Confirmation
      relates.  This Confirmation shall supplement, form a part of, and be
      subject to an agreement in the form of the 2002 ISDA Master Agreement (the
      “Agreement”) as if we had executed an agreement in such form
      (but without any Schedule) on the Trade Date of the Transaction.  In
      the event of any inconsistency between the provisions of that agreement, or
      the
      Agreement and this Confirmation, this Confirmation will prevail for the purpose
      of the Transaction.

     

    The
      definitions and provisions contained in the 2002 ISDA Equity Derivatives
      Definitions (the “Equity Definitions”) and the 2000 ISDA
      Definitions (the “Swap Definitions”, and together with the
      Equity Definitions, the “Definitions”), in each case as
      published by the International Swaps and Derivatives Association, Inc.
      (“ISDA”) are incorporated into this
      Confirmation.  References herein to “Transaction” shall be deemed
      references to “Swap Transaction” for purposes of the Swap
      Definitions.  In the event of any inconsistency between the Equity
      Definitions and the Swap Definitions, the Equity Definitions will
      govern.  In the event of any inconsistency between either set of
      Definitions and this Confirmation, this Confirmation will govern. The
      Transaction shall constitute a Share Forward Transaction for the purposes of
      the
      Equity Definitions and shall be the only Transaction under the
      Agreement.

     

    The
      terms of the Transaction to which
      this Confirmation relates are as follows:

     

    
      	
              Agent:

            	
              LBI
                is acting as agent on behalf
                of Party A and Party B for the Transaction.  LBI has no
                obligations, by guarantee, endorsement or otherwise, with respect
                to the
                performance of the Transaction by either party.

            
	 	 
	
              Trade
                Date:

            	
              November
                6,
                2007

            
	 	 
	
              Buyer:

            	
              Party
                B

            


    

     

     

    
      
        
        

      

      
        
          LEHMAN
            BROTHERS

          745
            SEVENTH AVENUE,

          NEW
            YORK
            NY 10019

        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Seller:

            	
              Party
                A

            
	 	 
	
              Shares:

            	
              Common
                stock, par value USD 0.01
                per share, of CVS Caremark Corporation (the
“Issuer”)
                Ticker Symbol:
                (“CVS”)

            
	 	 
	
              Prepayment:

            	
              Applicable

            
	 	 
	
              Prepayment
                Amount:

            	
              As
                specified in Schedule A

            
	 	 
	
              Prepayment
                Date:

            	
              One
                Exchange Business Day following the Trade Date.

            
	 	 
	
              Initial
                Hedge Period:

            	
              The
                period (the “Initial Hedge Period”) commencing on the
                Scheduled Trading Day immediately following the Trade Date and ending
                on
                the Exchange Business Day on which Party A completes the purchase
                of a
                number of Shares necessary to establish its initial hedge position
                with
                respect to the Transaction (such date, the “Hedge Period End
                Date”). On the 1st
                Scheduled
                Trading Day immediately following the Hedge Period End Date, Party
                A shall
                provide written notice (the “Confirmation Pricing
                Supplement”) to Party B in substantially the form attached hereto
                as Exhibit A, of the Hedging Price, Maximum Shares A, Maximum Shares
                B,
                Minimum Shares A, Minimum Shares B and first day of the Trading Period.
                Upon receipt of the Confirmation Pricing Supplement, Party B shall
                promptly execute and return the Confirmation Pricing Supplement to
                Party
                A; provided that Party B’s failure to so execute and return the
                Confirmation Pricing Supplement shall not affect the binding nature
                of the
                Confirmation Pricing Supplement, and the terms set forth therein,
                if
                accurately determined pursuant to the terms of this Confirmation,
                shall be
                binding on Party B to the same extent, and with the same force and
                effect,
                as if Party B had executed a written version of the Confirmation
                Pricing
                Supplement.

            
	 	 
	
              Hedging
                Price:

            	
              The
                arithmetic average of the 10b-18 VWAPs for all Scheduled Trading
                Days in
                the Initial Hedge Period.

            
	 	 
	
              Exchange:

            	
              New
                York Stock
                Exchange

            
	 	 
	
              Related
                Exchange:

            	
              All
                Exchanges

            
	 	 
	
              Transaction
                Fee:

            	
              Party
                B shall pay to Party A a
                Transaction Fee, as specified in Schedule A.

            
	 	 
	
              Valuation:

            	 
	 	 
	
              Trading
                Period:

            	
              The
                period of consecutive
                Scheduled Trading Days from and including the first Scheduled Trading
                Day
                following the Hedge Period End Date to and including the Maximum Maturity
Date,
                as specified in Schedule A;
                provided
                that,
                Party A may designate any
                

            


    

     

     

    
      
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              Scheduled
                Trading Day on or after the Minimum Maturity Date, as specified in
                Schedule A, as the last Scheduled Trading Day of the Trading Period.
                Party
                A shall notify Party B of any designation made pursuant to this provision
                prior to 9:00 A.M. (New York time) on the Scheduled Trading Day
                immediately following such designated day. 

            
	 	 
	
              Market
                Disruption
                Event:

            	
              The
                first sentence of Section 6.3(a) of the Equity Definitions is hereby
                amended by replacing clause (ii) and clause (iii) in their entirety
                with
                “(ii) an Exchange Disruption, which in either case the Calculation
                Agent
                determines is material, (iii) an Early Closure, (iv) a Regulatory
                Disruption or (v) a Liquidity Event.”

            
	 	 
	
              Regulatory
                Disruption:

            	
              A
                “Regulatory Disruption” shall occur if Party A determines in its
                reasonable discretion that it is appropriate in light of legal, regulatory
                or self-regulatory requirements or related policies or procedures
                for
                Party A to refrain from all or any part of the market activity in
                which it
                would otherwise engage in connection with the
                Transaction.

            
	 	 
	
              Liquidity
                Event:

            	
              A
                “Liquidity Event” shall occur if on any day the trading volume or
                liquidity of trading in the Shares is materially reduced from levels
                prevailing on the Trade Date and the Calculation Agent determines
                in its
                commercially reasonable discretion that as a result it would be
                appropriate to treat such day as a Disrupted Day or a partially Disrupted
                Day.

            
	 	 
	
              Consequence
                of Disrupted
                Days:

            	
              Notwithstanding
                anything to the contrary in the Equity Definitions, to the extent
                that a
                Disrupted Day occurs during the Initial Hedge Period or the Trading
                Period, the Calculation Agent may postpone the Maximum Maturity Date
                and
                the Minimum Maturity Date.  If any Disrupted Day occurs during
                the Initial Hedge Period or the Trading Period, the Calculation Agent
                shall determine whether (i) such Disrupted Day is a Disrupted Day
                in
                whole, in which case the 10b-18 VWAP for such Disrupted Day shall
                not be
                included for purposes of determining the Hedging Price, if such Disrupted
                Date occurs during the Initial Hedge Period, or the Forward Price,
                if such
                Disrupted Date occurs during the Trading Period, or (ii) such Disrupted
                Day is a Disrupted Day only in part, in which case the 10b-18 VWAP
                for
                such Disrupted Day shall be determined by the Calculation Agent based
                on
                Rule 10b-18 eligible transactions in the Shares on such Disrupted
                Day
                effected before the relevant Market Disruption Event (if any) occurred
                and/or after the relevant Market Disruption Event (if any) ended,
                and the
                Hedging Price, if such Disrupted Date occurs during
                

            


    

     

     

    
      
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              the
                Initial Hedge Period, or the Forward Price, if such Disrupted Date
                occurs
                during the Trading Period, shall be determined by the Calculation
                Agent
                using an appropriately weighted average of the 10b-18 VWAPs for all
                Scheduled Trading Days in the Initial Hedge Period or the Trading
                Period,
                as the case may be, instead of an arithmetic average.

            
	 	 
	
              Valuation
                Time:

            	
              The
                close of trading on the
                Exchange, without regard to extended trading
                hours.

            
	 	 
	
              Valuation
                Date:

            	
              The
                last Scheduled Trading Day
                during the Trading Period.

            
	 	 
	
              Settlement
                Terms:

            	 
	 	 
	
              Settlement
                Method Election:

            	
              Not
                Applicable

            
	 	 
	
              Physical
                Settlement:

            	
              Applicable

            
	 	 
	
              Settlement
                Currency:

            	
              USD

            
	 	 
	
              Forward
                Price:

            	
              The
                amount equal to (i) the arithmetic average of the 10b-18 VWAPs for
                all
                Scheduled Trading Days in the Trading Period minus (ii) the
                Discount, as specified in Schedule A.

            
	 	 
	
              10b-18
                VWAP:

            	
              (A)
                For any Scheduled Trading Day that is not a Disrupted Day, the
                volume-weighted average price at which the Shares trade as reported
                in the
                composite transactions for all United States securities exchanges
                on which
                such Shares are traded, excluding (i) trades that do not settle regular
                way, (ii) opening (regular way) reported trades in any relevant
                consolidated system on such Scheduled Trading Day, (iii) trades that
                occur
                in the last ten  minutes before the scheduled close of trading
                on any relevant exchange on such Scheduled Trading Day and ten minutes
                before the scheduled close of the primary trading in the market where
                the
                trade is effected, and (iv) trades on such Scheduled Trading Day
                that do
                not satisfy the requirements of Rule 10b-18(b)(3), as determined
                in good
                faith by the Calculation Agent, or (B) for any Scheduled Trading
                Day that
                is a Disrupted Day, an amount determined in good faith and in a
                commercially reasonable manner by the Calculation Agent as 10b-18
                VWAP.  Party B acknowledges that the Calculation Agent may refer
                to the Bloomberg Page “CVS <Equity>
                AQR SEC”
                (or any successor thereto) for any Scheduled Trading Day to determine
                the
                10b-18 VWAP.

            
	 	 
	
              Number
                of Shares to be Delivered:

            	
              The
                number of Shares equal to the Share Amount minus the number of
                Minimum Shares.

            


    

     

     

    
      
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              Share
                Amount:

            	
              The
                sum of (i) the quotient of the product of 0.50 multiplied by the
                Prepayment Amount divided by the Forward Price (provided
                that if such quotient is (A) greater than the Maximum Shares
                A, such
                quotient shall be deemed to be equal to the Maximum Shares A, and
                (B) less
                than the Minimum Shares A, such quotient shall be deemed to be equal
                to
                the Minimum Shares A) plus (ii) the quotient of the product of
                0.50 multiplied by the Prepayment Amount divided by the
                Forward Price  (provided that if such quotient is (A)
                greater than the Maximum Shares B, such quotient shall be deemed
                to be
                equal to the Maximum Shares B, and (B) less than the Minimum Shares
                B,
                such quotient shall be deemed to be equal to the Minimum Shares
                B).

            
	 	 
	
              Settlement
                Date:

            	
              One
                Exchange Business Day following the Valuation Date.

            
	 	 
	
              Initial
                Shares:

            	
              As
                specified in Schedule A.

            
	 	 
	
              Initial
                Share Delivery:

            	
              Party
                A shall deliver a number of Shares equal to the Initial Shares to
                Party B
                on the Initial Share Delivery Date in accordance with Section 9.4
                of the
                Equity Definitions, with the Initial Share Delivery Date being deemed
                to
                be a “Settlement Date” for purpose of such Section 9.4.

            
	 	 
	
              Initial
                Share Delivery Date:

            	
              One
                Exchange Business Day following the Trade Date

            
	 	 
	
              Minimum
                Shares A:

            	
              As
                specified in Schedule A.

            
	 	 
	
              Minimum
                Shares B:

            	
              As
                specified in Schedule A.

            
	 	 
	
              Minimum
                Shares:

            	
              As
                specified in Schedule A.

            
	 	 
	
              Minimum
                Share Delivery:

            	
              Party
                A shall deliver a number of Shares equal to (i) the Minimum Shares
                minus (ii) the number of Initial Shares on the Minimum Share
                Delivery Date in accordance with Section 9.4 of the Equity Definitions,
                with the Minimum Share Delivery Date being deemed to be a “Settlement
                Date” for purpose of such Section 9.4.

            
	 	 
	
              Minimum
                Share Delivery Date:

            	
              One
                Scheduled Trading Day following the Hedge Period End
                Date

            
	 	 
	
              Maximum
                Shares A:

            	
              As
                specified in Schedule A.

            
	 	 
	
              Maximum
                Shares B:

            	
              As
                specified in Schedule A.

            
	 	 
	
              Maximum
                Shares:

            	
              As
                specified in Schedule A.

            


    

    


    
      	
              Adjustment
                Payment:

            	
              On
                the Prepayment Date Party B shall pay to Party A as a price adjustment
                an
                amount equal to the Adjustment Payment, as specified in Schedule
                A.

            
	 	 
	
              Share
                Adjustments:

            	 


    

     

     

    
      
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              Method
                of
                Adjustment:

            	
              Calculation
                Agent
                Adjustment;
                provided clause
                (iii) of Section 11.2(e) of
                the Equity Definitions shall be deleted. For the avoidance of doubt,
                the
                Calculation Agent shall not make any adjustments to account for changes
                in
                cost of funding, expected dividends or stock loan
                rate.

            
	 	 
	
              Extraordinary
                Events:

            	 
	 	 
	
              Announcement
                Date:

            	
              The
                definition of “Announcement
                Date” in Section 12.1 of the Equity Definitions will be amended by
                replacing the words “voting shares” in the fifth line thereof with the
                word “Shares”.

            
	 	 
	
              Consequences
                of Merger
                Events:

            	 
	 	 
	
              Share-for-Share:

            	
              Modified
                Calculation Agent
                Adjustment

            
	 	 
	
              Share-for-Other:

            	
              Cancellation
                and
                Payment

            
	 	 
	
              Share-for-Combined:

            	
              Modified
                Calculation Agent
                Adjustment

            
	 	 
	
              Tender
                Offer:

            	
              Applicable

            
	 	 
	 	
              The
                definition of “Tender Offer”
                in Section 12.1 of the Equity Definitions will be amended by replacing
                the
                phrase “greater than 10% and less than 100% of the outstanding voting
                shares of the Issuer” in the third and fourth line thereof with “(a)
                greater than 10% and less than 100% of the outstanding Shares of
                the
                Issuer in the event that such Tender Offer is being made by the Issuer
                or
                any subsidiary thereof or (b) greater than 15% and less than 100%
                of the
                outstanding Shares of the Issuer in the event that such Tender Offer
                is
                being made by any entity or person other than the Issuer or any subsidiary
                thereof”.

               

              The
                definition of “Tender Offer
                Date” in Section 12.1 of the Equity Definitions will be amended by
                replacing the words “voting shares” in the first line thereof with the
                word “Shares”.

            
	 	 
	
              Consequences
                of Tender
                Offers:

            	 
	 	 
	
              Share-for-Share:

            	
              Modified
                Calculation Agent
                Adjustment

            
	 	 
	
              Share-for-Other:

            	
              Modified
                Calculation Agent
                Adjustment

            
	 	 
	
              Share-for-Combined:

            	
              Modified
                Calculation Agent
                Adjustment

            
	 	 
	
              New
                Shares:

            	
              The
                definition of “New Shares” in
                Section 12.1 of the Equity Definitions shall be amended by deleting
                subsection (i) in its entirety and replacing it with the following:
“(i)
                publicly quoted, traded or listed on the New
                York Stock Exchange,
                the American Stock Exchange, the NASDAQ Global Select Market or the
                NASDAQ
                Global Market (or their respective


            


    

    
    

     

     

    
      
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              successors)
              and”.
	 	 
	
              Modified
                Calculation Agent
                Adjustment:

            	
              For
                greater certainty, the definition of “Modified Calculation Adjustment” in
                Sections 12.2 and 12.3 of the Equity Definitions shall be amended
                by (i)
                adding the following italicized language after the stipulated
                parenthetical provision: “(including adjustments to account for changes in
                volatility, expected dividends, stock loan rate or liquidity relevant
                to
                the Shares or to the Transaction) from the Announcement Date to the
                Merger Date (Section 12.2) or Tender Offer Date (Section 12.3).” and
                (ii) deleting the phrase “, expected dividends, stock loan rate” from such
                stipulated parenthetical provision.

            
	 	 
	
              Announcement
                Event:

            	
              If
                an Announcement Event occurs,
                the Calculation Agent will determine the
                economic effect of the
                Announcement Date on the theoretical value of the Transaction (including
                without limitation any change in volatility 
                or liquidity relevant to the
                Shares or to the Transaction) from the Announcement Date to the
                Valuation
                Date. If such economic effect is
                material, the Calculation Agent will adjust the terms of the Transaction
                to reflect such economic effect.  “Announcement
                Event”
shall
                mean the occurrence of the Announcement Date of a Merger Event or
                Tender
                Offer.

            
	 	 
	
              Composition
                of Combined
                Consideration:

            	
              Not
                Applicable

            
	 	 
	
              Nationalization,
                Insolvency or
                Delisting:

            	
              Cancellation
                and
                Payment

            
	 	 
	
              Cancellation
                Amount:

            	
              Section
                12.8(d) of the Equity
                Definitions shall be amended by deleting the second sentence thereof
                and
                Section 12.8(e) of the Equity Definitions shall be
                deleted.

            
	 	 
	
              Delisting:

            	
              The
                definition of “Delisting” in
                Section 12.6 of the Equity Definitions shall be deleted in its entirety
                and replaced with the following: “‘Delisting’ means that the Exchange
                announces that pursuant to the rules of such Exchange, the Shares
                cease
                (or will cease) to be listed, traded or publicly quoted on the Exchange
                for any reason (other than a Merger Event or Tender Offer) and are
                not
                immediately re-listed, re-traded or re-quoted on the New
                York Stock Exchange,
                the American Stock Exchange, the NASDAQ Global Select Market or the
                NASDAQ
                Global Market (or their respective successors)”

            
	 	 
	
              Additional
                Disruption
                Events:

            	 
	 	 
	
              Change
                in
                Law:

            	
              Applicable;
provided
                that Section 12.9(a)(ii) of the
                Equity Definitions is hereby amended by (i) replacing the phrase
“the
                interpretation” in the third line thereof
                

            


    

     

     

    
      
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              with
                the phrase “or public announcement of the formal or informal
                interpretation”, (ii) immediately following the word “Transaction” in
                clause (X) thereof, adding the phrase “in the manner contemplated by the
                Hedging Party on the Trade Date” and (iii) deleting clause (Y)
                thereof. 

            


    

    


    
      	
              Insolvency
                Filing:

            	
              Not
                Applicable

            
	 	 
	
              Hedging
                Disruption:

            	
              Not
                Applicable

            
	 	 
	
              Increased
                Cost of
                Hedging:

            	
              Not
                Applicable

            
	 	 
	
              Loss
                of Stock
                Borrow:

            	
              Applicable;
provided
                that if Party A
                gives notice that it
                elects to terminate the Transaction pursuant to 12.9(b)(4) of the
                Equity
                Definitions, Party A
                in calculating the Cancellation
                Amount payable in
                connection
                with such Loss
                of
                Stock Borrow shall not consider the Stock Loan Rate or any changes
                thereto
                whether prior to or post such Loss of Stock Borrow.

               

              For
                purposes of Section 12.9 of
                the Equity Definitions, all references to “Hedging Shares” shall be deemed
                to be references to Party A’s short position in respect of the
                Transaction.

            
	 	 
	
              Maximum
                Stock Loan
                Rate:

            	
              50
                basis
                points

            
	 	 
	
              Increased
                Cost of Stock
                Borrow:

            	
              Not
                Applicable

            
	 	 
	
              Hedging
                Party:

            	
              Party
                A shall be the Hedging Party
                in connection with all Extraordinary Events

            
	 	 
	
              Determining
                Party:

            	
              Party
                A shall be the Determining
                Party in connection with all Extraordinary
                Events

            
	 	 
	
              Acknowledgments:

            	 
	 	 
	
              Non-Reliance:

            	
              Applicable

            
	 	 
	
              Agreements
                and Acknowledgments
                Regarding Hedging Activities:

            	
              Applicable

            
	 	 
	
              Additional
                Acknowledgments:

            	
              Applicable

            
	 	 
	
              Additional
                Representations,
                Warranties and Agreements of  Party
                B:

            	
              In
                addition to the
                representations, warranties and agreements set forth in the Agreement
                and
                elsewhere in this Confirmation, Party B further represents, warrants
                and
                agrees that:

               

              (a)
                (i) It understands that the Transaction is subject to complex risks
                which
                may arise without warning, may at times be volatile, and that losses
                may
                occur quickly and in unanticipated magnitude, and (ii) it has concluded
                that the Transaction is suitable in light of its own investment
                objectives, financial capabilities and expertise.

               

              (b)
                It is an “eligible contract
                participant” as the term is

            


    

     

    
 

    
      
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      	 	defined
              in Section 1a(12) of the Commodity Exchange Act, as amended. 
               

              
                (c)
                  Neither Party A nor any of its
                  affiliates has advised Party B with respect to any legal, regulatory,
                  tax,
                  accounting or economic consequences arising from the Transaction,
                  and
                  neither Party A nor any of its affiliates is acting as advisor
                  for Party B
                  in connection with the Transaction.

                


                (d)
                  Party B is not entering into
                  the Transaction on the basis of any material non-public information
                  concerning the business, operations or prospects of the
                  Issuer.

                


                “Material”
information
                  for these
                  purposes is any information to which an investor would reasonably
                  attach
                  importance in reaching a decision to buy, sell or hold any securities
                  of
                  Party B.

                 

                (e)
                  Each of its required filings
                  under all applicable securities laws have been filed and on
                  the Trade Date, (A) none of
                  Party B and its officers and directors is aware of any material
                  nonpublic
                  information regarding Party B or the Shares and (B) all reports
                  and other
                  documents filed by Party B with the Securities and Exchange Commission
                  pursuant to the Securities Exchange Act of 1934, as amended (the
                  “Exchange
                  Act”)
                  when
                  considered as a whole (with the more recent such reports and documents
                  deemed to amend inconsistent statements contained in any earlier
                  such
                  reports and documents), do not contain any untrue statement of
                  a material
                  fact or omit to state any material fact required to be stated therein
                  or
                  necessary to make the statements therein, in the light of the
                  circumstances in which they were made, not misleading.

                 

                (f)
                  Party B is not entering into
                  the Transaction to create actual or apparent trading activity in
                  the
                  Shares (or any security convertible into or exchangeable for Shares),
                  to
                  manipulate the price of the Shares (or any security convertible
                  into or
                  exchangeable for Shares) or to facilitate a distribution of Shares
                  (or any
                  security convertible into or exchangeable for Shares).

                 

                (g)
It
                  is not, and, after giving
                  effect to the transactions contemplated hereby will not be required
                  to register as
                  an “investment
                  company” as such term is defined in the Investment Company Act of 1940,
                  as
                  amended.

              

            
	 	 
	
              Additional
                Termination
                Events:

            	
              Notwithstanding
                any other provision hereof, an “Additional Termination Event” shall occur
                and Party B shall be the sole Affected Party pursuant to such
                

            


    

     

     

    
      
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              Additional
                Termination Event if on any day occurring after the Trade Date and
                on or
                prior to the last Scheduled Trading Day in the Trading Period an
                ex-dividend date occurs with respect to the Shares for (i) an
                extraordinary cash dividend, (ii) a regular quarterly dividend (A)
                in an
                amount greater than USD 0.06 for 2008 per Share per quarter (any
                quarterly
                dividend in such amount for 2008, a “Regular Quarterly
                Dividend”) or (B) with an ex-dividend date occurring prior
                to January 15, 2008 for the quarter ending March 31, 2008, (iii) a
                distribution, issue or dividend of securities or share capital of
                another
                issuer acquired or owned (directly or indirectly) by Party B as a
                result
                of a spin-off or other similar transaction or (iv) a distribution,
                issue
                or dividend of any other type of securities (other than Shares, which
                may
                constitute a Potential Adjustment Event), rights or warrants or other
                assets, in any case for payment (cash or other consideration) at
                less than
                the prevailing market price as determined by the Calculation Agent;
                provided that in calculating the amounts payable in connection with
                such
                Additional Termination Event, any such distribution, issue or dividend
                shall not be considered a loss recoverable by Party A.  Party B
                agrees to furnish Party A with written notice at least 30 days prior
                to
                the ex-dividend date corresponding to each of the foregoing distributions,
                issues and dividends except those described in clause (ii)
                above. 

            
	 	 
	
              Regulatory
                Provisions:

            	
              (a)
                Party B represents and warrants that it has received and read and
                understands the Notice of Regulatory Treatment and the OTC Option
                Risk
                Disclosure Statement.

               

              (b)
                The Agent will furnish Party B upon written request a statement as
                to the
                source and amount of any remuneration received or to be received
                by the
                Agent in connection with the Transaction evidenced
                hereby.

            
	 	 
	
              Solvency:

            	
              As
                of the Trade Date and the Minimum Share Delivery Date, Party B represents,
                warrants and
                agrees that Party B is not “insolvent” (as such term is defined
                under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the
                United
                States Code)) and Party B would be able to purchase the Maximum Shares
                in
                compliance with the laws of the jurisdiction of Party B’s
                incorporation.

            
	 	 
	
              Company
                Purchases:

            	
              Without
                the prior written consent of Party A and except for purchases which
                are
                not solicited by or behalf of Party B, its affiliates or affiliated
                purchasers (each as defined in Rule 10b-18), Party B shall not purchase,
                and shall not cause its affiliates or affiliated
                

            


    

     

     

    
      
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              purchasers
                to directly or indirectly purchase, any Shares (or any security
                convertible into or exchangeable for Shares) during the Initial Hedge
                Period or the Trading Period. 

            
	 	 
	
              Regulation
                M:

            	
              Party
                B represents that as of the Trade Date it has no current intention
                of
                engaging in a distribution, as such term is used in Regulation M
                under the
                Exchange Act (“Regulation M”), during the Initial Hedge
                Period or the Trading Period.

               

              On
                the Trade Date, and, without prior notice to Party A, on each day
                during
                the Initial Hedge Period and the Trading Period, the Shares shall
                not be
                subject to a “restricted period,” as such term is defined in Regulation
                M.

            
	 	 
	
              No
                Collateral:

            	
              Notwithstanding
                any provision of this Confirmation, the Agreement or the Definitions,
                or
                any other agreement between the parties, to the contrary, the obligations
                of Party B hereunder are not secured by any collateral.


            
	 	 
	
              Set-Off
                and Netting:

            	
              Obligations
                under the Transaction shall not be netted, recouped or set off (including
                pursuant to Section 6 of the Agreement) against any other obligations
                of
                the parties, whether arising under the Agreement, this Confirmation,
                under
                any other agreement between the parties hereto, by operation of law
                or
                otherwise, and no other obligations of the parties shall be netted,
                recouped or set off (including pursuant to Section 6 of the Agreement)
                against obligations under the Transaction, whether arising under
                the
                Agreement, this Confirmation, under any other agreement between the
                parties hereto, by operation of law or otherwise, and each party
                hereby
                waives any such right of setoff, netting or recoupment.

            
	 	 
	
              Rule
                10b-18:

            	
              During
                the Initial Hedge Period,
                Party A agrees to use best efforts to make all purchases of Shares
                in
                connection with the Transaction in a manner that would satisfy the
                requirements set forth in clauses (b)(2), (b)(3), (b)(4) and (c)
                of
                Rule10b-18 under the Exchange Act (“Rule
                10b-18”),
                as
                if such purchases were made by Party B.

               

              Party
                B shall, at least one day
                prior to the first day of the Initial Hedge Period, notify Party
                A in
                writing of the total number of Shares purchased in Rule 10b-18 purchases
                of blocks pursuant to the once-a-week block exception set forth in
                clause
                (b)(4) of Rule 10b-18 by Party B or any of its affiliates during
                each of
                the four calendar weeks preceding such day and during the calendar
                week in
                which such day occurs (“Rule
                10b-

            


    

     

    
 

    
      
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      	 	18
              purchase” and “blocks” each as defined in Rule
              10b-18). 
	 	 
	
              Rule
                10b5-1:

            	
              It
                is the intent of the
                parties that the
                Transaction
                comply
                with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange
                Act (“Rule
                10b5-1”),
                and the parties agree that
                this
                Confirmation shall be
                interpreted to comply with the requirements of Rule 10b5-1(c).  Without
                limiting the
                generality of the
                preceding sentence, Party B acknowledges
                and agrees that (A)
                Party B does not have,
                and shall not
                attempt to exercise, any influence over how, when
                or whether Party
                A effects
                any purchases in connection
                with the Transaction, (B)
                during the Initial Hedge Period and the Trading Period
                neither Party B nor its officers
                or employees
                shall, directly or indirectly, communicate any information
                regarding Party B or
                the Shares to any employee of Party A or its affiliates
                who is identified to Party B in
                writing by Party A as being directly involved with the hedging of
                and
                trading with respect to the Transaction,
                (C) Party B is entering
                into the
                Transaction in good
                faith and not as part of a plan or scheme to evade compliance with
                federal
                securities laws including, without
                limitation, Rule 10b-5
                and (D) Party B will
                not alter or deviate
                from this Confirmation or enter into
                or alter a
                corresponding hedging transaction with respect
                to the
                Shares.  Party B also acknowledges
                and agrees that
                any amendment, modification, waiver or termination of
                this
                Confirmation must be
                effected in accordance with the requirements for the amendment or
                termination of a “plan” as defined in Rule 10b5-1(c).
                Without limiting the generality
                of the foregoing, any such amendment, modification, waiver or termination
                shall be made in good faith and not as part of a plan or scheme to
                evade
                the prohibitions of Rule 10b-5.

            
	 	 
	
              Certain
                Payments and Deliveries: 

            	
              Notwithstanding  anything
                to the contrary herein, or in the Equity Definitions, if at any time
                (i)
                an Early Termination Date occurs and Party A would be required to
                make a
                payment pursuant to Section 6 of the Agreement, (ii) an Extraordinary
                Event occurs and Party A would be required to make a payment pursuant
                to
                Article 12 of the Equity Definitions or (iii) Party A is required
                to make
                a payment pursuant to any other provision hereof, of the Agreement
                or of
                the Definitions, then Party B shall have the right, in its sole and
                absolute discretion, to elect that, in lieu of such payment, Party
                A&
                shall deliver to Party B, at the time such payment would have been
                due and
                in the manner provided under “Physical Settlement” in the Equity
                Definitions, a number of Shares equal
                to 

            


    

     

     

    
      
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              the
                quotient obtained by dividing (A) the amount that would have been
                so
                payable by (B) the fair market value per Share of the  Shares
                so  delivered  at the  time  of
                such  delivery,  as determined by the Calculation
                Agent in a commercially reasonable manner. 

            
	 	 
	
               Payments
                on Early Termination:

               

            	
              Party
                A and Party B agree that for the Transaction, the definition of Close-out
                Amount in the Agreement shall be amended by deleting (a) the second
                sentence of the paragraph immediately following clause (iii) thereof
                and
                (b) the second paragraph following such clause (iii).

            
	 	 
	
              Agreement
                Regarding Calculations:

            	
              Notwithstanding
                any other provision of this Confirmation, the Definitions or the
                Agreement
                to the contrary, in calculating any adjustment pursuant to Article
                11 of
                the Equity Definitions or any amount payable pursuant to Article
                12 of the
                Equity Definitions or Section 6 of the Agreement, the Calculation
                Agent
                shall not take into account (i) changes to costs of funding, stock
                loan
                rates or any dividends since the Trade Date or (ii) losses or costs
                incurred in connection with terminating, liquidating or re-establishing
                any hedge related to the Transaction (or any gain resulting from
                any of
                them).

            
	 	 
	
              Special
                Provisions for Party B Payments:

            	
              Party
                A and Party B agree that, notwithstanding anything to the contrary
                herein
                or in the Agreement, in the event that (i) an Early Termination Date
                (whether as a result of an Event of Default or Termination Event)
                occurs
                or is designated with respect to any Transaction and, as a result,
                Party B
                owes to Party A an amount calculated under Section 6(e) of the Agreement
                or (ii) an Extraordinary Event occurs that results in the termination
                or
                cancellation of any Transaction pursuant to Article 12 of the Equity
                Definitions and, as a result, Party B owes to Party A a Cancellation
                Amount or any other amount in respect to the Transaction, such amount
                shall be deemed to be zero.  For the avoidance of doubt, the
                Party B shall not be required to make any additional cash payments
                (other
                than the Prepayment Amount) or deliver or return any Shares pursuant
                to
                the terms of the Transaction (including, without limitation, any
                Shares
                delivered on the Initial Share Delivery Date or the Minimum Share
                Delivery
                Date).

            
	 	 
	
              Transfer:

            	
              Notwithstanding
                Section 7 of the Agreement, Party A may assign its rights and obligations
                under the Transaction, in whole and not in part, to any Affiliate
                of
                Lehman Brothers Holdings Inc. (“Holdings”) effective upon
                delivery to Party B of the full 

            


    

     

     

    
      
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              unconditional
                guarantee by Holdings, in favor of Party B, of the obligations of
                such
                Affiliate; provided however, that Party A may not assign
                its rights and obligations under the Transaction if such assignment
                would
                result in an (i) Party B being required to pay to the assignee an
                amount
                in respect of an Indemnifiable Tax under Section 2(d)(i)(4) greater
                than
                the amount in respect of which Party B would have been required to
                pay to
                Party A in the absence of such assignment or (ii) Party B receiving
                a
                payment from which an amount has been withheld or deducted, on account
                of
                a Tax under Section 2(d)(i) in excess of that which Party A would
                have
                been required to so withhold or deduct in the absence of such assignment,
                unless the assignee would be required to make additional payments
                pursuant
                to Section 2(d)(i)(4) corresponding to such withholding or
                deduction. 

            
	 	 
	
              Binding
                Contract:

            	
              This
                Confirmation, as supplemented by the Confirmation Pricing Supplement,
                is a
                “qualified financial contract”, as such term is defined in Section
                5-701(b)(2) of the General Obligations Law of New York (the
                “General Obligations Law”); (ii) the Confirmation Pricing
                Supplement constitutes a “confirmation in writing sufficient to indicate
                that a contract has been made between the parties” hereto, as set forth in
                Section 5-701(b)(3)(b) of the General Obligations Law; and (iii)
                this
                Confirmation constitutes a prior “written contract” as set forth in
                Section 5-701(b)(1)(b) of the General Obligations Law, and each party
                hereto intends and agrees to be bound by this Confirmation, as
                supplemented by the Confirmation Pricing Supplement.  Party A
                and Party B further agree and acknowledge that this Confirmation,
                as
                supplemented by the Confirmation Pricing Supplement, constitutes
                a
                contract “for the sale or purchase of a security”, as set forth in Section
                8-113 of the Uniform Commercial Code of New York.

            
	 	 
	
              Governing
                Law:

            	
              The
                laws of the State of New York, without reference to choice of law
                doctrine.

            
	 	 
	
              Termination
                Currency:

            	
              USD

            


    

    


    
      	
              Waiver
                of Trial By
                Jury:

            	
              Insofar
                as is permitted by law,
                each party irrevocably waives any and all rights to trial by jury
                in any
                legal proceeding in connection with the
                Transaction, and acknowledges
                that this waiver is a material inducement to the other party’s entering
                into the
                Transaction
                hereunder.

            
	 	 
	
              Calculation
                Agent:

            	
              Lehman
                Brothers
                Inc.

            


    

     

     

    
      
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              All
                determinations made by the
                Calculation Agent shall be made in good faith and in a commercially
                reasonable manner. Following any calculation by the Calculation Agent
                hereunder, upon a written request by Party B, the Calculation Agent
                will
                provide to Party B by e-mail to the e-mail address provided by Party
                B in
                such a prior written request a report displaying in reasonable detail
                the
                basis for such
                calculation. 

            


    

    


    THE
      SECURITIES REPRESENTED BY THE
      CONFIRMATION HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
      UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR ANY OTHER UNITED STATES
      FEDERAL OR STATE SECURITIES LAWS; SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED IN THE ABSENCE OF APPROPRIATE REGISTRATION UNDER SUCH SECURITIES
      LAWS OR EXCEPT IN A TRANSACTION EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION
      REQUIREMENTS OF SUCH SECURITIES LAWS.

     

     

    
      
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    Please
      confirm your agreement with the
      foregoing by executing this Confirmation and returning such Confirmation, in
      its
      entirety, to us at facsimile number 646-885-9546 (United
      States of America), Attention: Documentation.

     

     

    
      	
              Yours
                sincerely,

            	
              Accepted
                and agreed
                to:

            
	 	 
	
              Lehman
                Brothers OTC Derivatives Inc.

            	
              CVS
                Caremark
                Corporation

            


    

    


    
      	
              By:

            	
              /s/  Robert
                E.
                Guglielmo          

            	 	
              By:

            	
              /s/  Carol
                A.
                DeNale          

            	 
	
              Name:

            	
              Robert
                E.
                Guglielmo

            	 	
              Name:

            	
              Carol
                A.
                DeNale

            	 
	
              Title:

            	
              Senior
                Vice
                President

            	 	
              Title:

            	
              Vice
                President &
                Treasurer

            	 
	 	 	 	 	 	 


    

     

    Execution
      time
      will be furnished upon Party B's written request.

     

    


    
      
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    EXHIBIT
      A

    


    CONFIRMATION
      PRICING SUPPLEMENT

    


    Global
      Deal Id:    3467542

    


    This
      Confirmation Pricing Supplement is the Confirmation Pricing Supplement referred
      to in the Confirmation dated as of November 6, 2007 between Lehman Brothers
      OTC
      Derivatives Inc. and CVS Caremark Corporation.

    


    For
      all
      purposes under the Confirmation, the following terms of the Confirmation shall
      be as specified below:

    


    
      	
              1.

            	
              Hedging
                Price:

            	
              USD
                [                  ]

            
	 	 	 
	
              2.

            	
              Maximum
                Shares A:

            	 
	 	 	 
	
              3.

            	
              Maximum
                Shares B:

            	 
	 	 	 
	
              4.

            	
              Minimum
                Shares A:

            	 
	 	 	 
	
              5.

            	
              Minimum
                Shares B:

            	 
	 	 	 
	
              6.

            	
              First
                day of Trading Period:

            	
               [__________
                __], 2007

            


    

    


     

    
      	
              Yours
                sincerely,

            	
              Accepted
                and agreed
                to:

            
	 	 
	
              Lehman
                Brothers OTC Derivatives Inc.

            	
              CVS
                Caremark Corporation

            


    

    


    
      	
              By:

            	 	 	
              By:

            	 	 
	
              Name:

            	 	 	
              Name:

            	 	 
	
              Title:

            	 	 	
              Title:

            	 	 
	 	 	 	 	 	 


    

     

    Execution
      time will be furnished upon Party B’s written request.

    


    


     

    
      
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