EXHIBIT
4.2

     

    
      UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

       

      UNLESS
AND UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR A GLOBAL NOTE IN
DEFINITIVE REGISTERED FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

       

      


      


      
        
           


        

        
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      CVS
CAREMARK CORPORATION

      


      
        
          	
                  No.
      [          ]

                	
                        
                    [$         
      ]

                  

                
	
                  CUSIP
      No. 126650BT6

                	 
    
	
                  ISIN
      No. US126650BT69

                	 
    


        



      3.250%
Senior Notes due May 18, 2015

      


      CVS
CAREMARK CORPORATION, a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the “Company”),
for value received promises to pay to CEDE & CO., or registered assigns, the
principal sum of [$          ] on
May 18, 2015.  If such maturity date is not a Business Day, then
payment of principal will be made on the next succeeding Business
Day.

       

      Interest
Payment Dates: May 18 and November 18.

       

      Record
Dates: Each May 1 and November 1, immediately preceding each Interest Payment
Date.

       

      Additional
provisions of this Note are set forth on the reverse side of this
Note.

       

      


       

      [Remainder
of page intentionally left blank]

       

       

      
        
           


        

        
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      IN
WITNESS WHEREOF, the Company has caused this Note to be duly
executed.

       

      
        	 	
                CVS
      CAREMARK CORPORATION

              	 
	 	 	 
	 	 	 
	 	
                By:

              	 	 
	 	 	
                Name:

              	
                Carol
      A. DeNale

              	 
	 	 	
                Title:

              	
                Senior
      Vice President and Treasurer

              	 
	 	 	 
	 	 	 
	 	 
    	 
	 	
                By:

              	 	 
	 	 	
                Name:

              	
                David
      Denton

              	 
	 	 	
                Title:

              	
                Executive
      Vice President and Chief Financial Officer

              	 
	 	 	 


      

      


       

       

      
        
           


        

        
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      Dated:

      


      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

      THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.,

      


      as
Trustee, certifies that this is one of the Debt Securities referred
to

      in the
Indenture.

       

      


       

      
        	
                By

              	 	 
	 	
                Authorized
      Signatory

              	 


      

       

       

       

      
        
           


        

        
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      3.250%
Senior Notes due May 18, 2015

      


      This Note
is one of a duly authorized series of Notes of CVS Caremark Corporation, a
Delaware corporation (such corporation, and its successors and assigns under the
Indenture hereinafter referred to, being herein called the “Company”), designated as its
3.250% Senior Notes due May 18, 2015 (hereinafter referred to as the “Notes”).

       

      (a) Interest

       

      The
Company promises to pay interest on the principal amount of this Note at the
rate per annum shown above.

       

      The
Company will pay interest on the Notes semi-annually on May 18 and November 18
of each year, commencing November 18, 2010.  Interest on the Notes
will accrue from the most recent date to which interest has been paid, or, if no
interest has been paid, from May 18, 2010.  Interest will be computed
on the basis of a 360-day year of twelve 30-day months.  The Company
shall pay interest on overdue principal at the rate borne by the
Notes.  If any interest payment date is not a Business Day, then
payment of interest will be made on the next succeeding Business Day and no
interest will accrue on the amount so payable for the period from such interest
payment date to the date payment is made.

       

      (b) Method of
Payment

       

      The
Company will pay interest on the Notes (except defaulted interest) to the
Persons who are registered Holders thereof at the close of business on the May 1
and November 1 preceding the interest payment date even if the Notes are
canceled after the record date and on or before the interest payment
date.  Holders must surrender Notes to a Paying Agent to collect
principal payments.  The Company will pay principal, premium, if any,
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts by wire transfer of immediately
available funds to the accounts specified by the Holders, or, if no such account
is specified, the Company may pay principal and interest by check payable in
such money.  It may mail an interest check to a Holder’s registered
address.

       

      (c) Paying
Agent and Registrar

       

      Initially,
The Bank of New York Mellon Trust Company, N.A., a national banking association
(the “Trustee”), will
act as Paying Agent and Registrar.  The Company may appoint and change
any Paying Agent, Registrar or co-registrar without notice.  The
Company or any of its domestically incorporated Wholly Owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.

       

      
        
           


        

        
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      (d) Indenture

       

      The
Company issued the Notes under an Indenture dated as of August 15, 2006 (the
“Indenture”), between
the Company and the Trustee.  The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15
U.S.C.  ss.ss.  77aaa-77bbbb) as in effect on the date of
the Indenture (the “TIA”).  Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture.  The Notes are subject to all such terms,
and Holders of Notes are referred to the Indenture and the TIA for a statement
of those terms.

       

      The Notes
are general obligations of the Company initially limited to $550,000,000
aggregate principal amount (subject to Section 2.08 of the
Indenture).  The Company may at any time issue additional Notes under
the Indenture in unlimited amounts having the same terms as and treated as a
single class with the Notes for all purposes under the Indenture and will vote
together as one class with respect to the Notes.  The Indenture
imposes certain limitations on the incurrence of certain additional indebtedness
by the Company and certain of its subsidiaries and the entry into certain sale
and leaseback arrangements by the Company and certain of its
subsidiaries.  The Indenture also restricts the ability of the Company
to consolidate or merge with or into, or to transfer all or substantially all
its assets to, another person.

       

      (e) Optional
Redemption

       

      The
Company, at its option, may at any time redeem all or any portion of the Notes,
at a redemption price, plus accrued and unpaid interest to the redemption date,
equal to the greater of (i) 100% of their principal amount or (ii) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the applicable Treasury
Yield plus 15 basis points.  If any redemption date is not a Business
Day, then payment of the redemption price and accrued and unpaid interest will
be made on the next succeeding Business Day, and no interest will accrue on the
amounts so payable for the period from such redemption date to the date payment
is made.

       

      “Comparable Treasury Issue”
means, with respect to the Notes, the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.

       

      “Comparable Treasury Price”
means, with respect to any redemption date applicable to the Notes, (i) the
average of the applicable Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and 

       

      
        
           


        

        
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      lowest
such applicable Reference Treasury Dealer Quotations, or (ii) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such Reference Treasury Dealer Quotations.

       

      “Independent Investment Banker”
means, with respect to the Notes, Barclays Capital Inc. or, if such firm is
unwilling or unable to select the applicable Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee.

       

      “Reference Treasury Dealer”
means, with respect to the Notes, (i) Barclays Capital Inc. and its successors;
provided, however, that if the
foregoing shall cease to be a primary United States Government securities dealer
in New York City (a “Primary
Treasury Dealer”), the Company shall substitute therefor another Primary
Treasury Dealer and (ii) any other Primary Treasury Dealer selected by the
Company.

       

      “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date for the Notes, the average, as determined by the Trustee, of the
bid and asked prices for the Comparable Treasury Issue for the Notes (expressed
in each case as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on
the third business day preceding such redemption date.

       

      “Treasury Yield” means, with
respect to any redemption date applicable to the Notes, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the applicable Comparable Treasury Price for such
redemption date.

       

      (f) Notice
of Redemption

       

      Notice of
redemption shall be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at its registered
address.  Notes in denominations larger than $2,000 may be redeemed in
part but only in whole multiples of $1,000.  If money sufficient to
pay the redemption price of and accrued interest on all Notes (or portions
thereof) to be redeemed on the redemption date is deposited with the Paying
Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Notes (or
such portions thereof) called for redemption.

       

      (g) Offers
to Purchase

       

      The Indenture provides, as established
pursuant to Section 2.03 of the Indenture, that upon the occurrence of a Change
of Control Triggering Event and subject to further limitations contained
therein, the Company shall make an offer 

       

      
        
           


        

        
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      to
purchase outstanding notes in accordance with the procedures set forth in the
Indenture.

       

      (h) Denominations;
Transfer; Exchange

       

      The Notes
are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000.  Holders of Notes may transfer or exchange Notes
in accordance with the Indenture.  The Registrar may require a Holder
of Notes, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.  The Registrar need not register the transfer of or
exchange any Notes selected for redemption (except, in the case of a Note to be
redeemed in part, the portion of the Note not to be redeemed) or any Notes for a
period of 15 days before a selection of Notes to be redeemed or 15 days before
an interest payment date.

       

      (i) Persons
Deemed Owners

       

      The
registered Holder of this Note may be treated as the sole owner of such Note for
all purposes.

       

      (j) Unclaimed
Money

       

      Subject
to applicable abandoned property law, if money for the payment of principal or
interest remains unclaimed for two years, the Trustee or Paying Agent shall pay
the money back to the Company at its request unless an abandoned property law
designates another Person.  After any such payment, Holders entitled
to the money must look only to the Company and not to the Trustee or Paying
Agent for payment.

       

      (k) Discharge
and Defeasance

       

      Subject
to certain conditions, the Company at any time may terminate some or all of its
obligations under the Notes and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal and
interest on the Notes to redemption or maturity, as the case may
be.

       

      (l) Amendment;
Waiver

       

      Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes
may be amended with the written consent of the Holders of at least a majority in
principal amount outstanding of the Notes; and (ii) any default or compliance
with any provision may be waived with the written consent of the Holders of a
majority in principal amount of the Notes then outstanding.  Subject
to certain exceptions set forth in the Indenture, without the consent of any
Holder of a Note, the Company and the Trustee may amend the Indenture or the
Notes to cure any ambiguity, omission, defect or inconsistency, or to comply
with Article 5 

       

      
        
           


        

        
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      of the
Indenture or that does not materially and adversely affect the rights of any
Holder of a Note or to comply with requirements of the SEC in connection with
the qualification of the Indenture under the TIA.

       

      (m) Defaults
and Remedies

       

      If an
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes may declare all the Notes
to be due and payable immediately.  Certain events of bankruptcy or
insolvency are Events of Default which will result in the Notes being due and
payable immediately upon the occurrence of such Events of Default.

       

      Holders
of Notes may not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee may refuse to enforce the Indenture or the
Notes unless it receives reasonable indemnity or security.  Subject to
certain limitations, Holders of a majority in principal amount of the Notes may
direct the Trustee in its exercise of any trust or power.  The Trustee
may withhold from Holders of Notes notice of any continuing Default (except a
Default in payment of principal or interest) if it determines that withholding
such notice is in the interest of the Holders of Notes.

       

      (n) Trustee
Dealings with the Company

       

      Subject
to certain limitations imposed by the TIA, the Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with and collect obligations owed to it by the Company or
its Affiliates and may otherwise deal with the Company or its Affiliates with
the same rights it would have if it were not Trustee.

       

      (o) No
Recourse Against Others

       

      A
director, officer, employee or stockholder, as such, of the Company or the
Trustee shall not have any liability for any obligations of the Company under
the Notes or the Indenture or for any claim based on, in respect of or by reason
of such obligations.  By accepting a Note, each Holder of a Note
waives and releases all such liability.  The waiver and release are
part of the consideration for the issue of the Notes.

       

      (p) Authentication

       

      This Note
shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
face of this Note.

       

      (q) Abbreviations

       

      Customary
abbreviations may be used in the name of a Holder of a Note or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by 

       

      
        
           


        

        
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      the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

       

      (r) Governing
Law

       

      This Note
shall be governed by, and construed in accordance with, the laws of the State of
New York but without giving effect to applicable principles of conflicts of law
to the extent that the application of the laws of another jurisdiction would be
required thereby.

       

      (s) CUSIP
Numbers

       

      Pursuant
to the recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes and has directed the Trustee to use such CUSIP numbers in notices of
redemption as a convenience to Holders of Notes.  No representation is
made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

       

      -------------------------------------------

       

      
        
           


        

        
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      The
Company will furnish to any Holder of a Note upon written request and without
charge to such Holder of a Note a copy of the Indenture.  Requests may
be made to:

       

      


      CVS
Caremark Corporation

      670 White
Plains Road, Suite 210

      Scarsdale,
New York 10583

      Attention:
Nancy R. Christal

      


      Terms defined in the Indenture and not
otherwise defined herein are used herein as therein defined.

       

       

      
        
           


        

        
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                  ASSIGNMENT
      FORM

                	 
    
	 	 	 
	 
    	
                  To
      assign this Note, complete the form below:

                   

                  I
      or we assign and transfer this Note to:

                   

                  [Print
      or type assignee’s name, address and zip code]

                   

                  [Insert
      assignee’s soc. sec. or tax I.D. No.]

                	 
    
	 	 	 
	 	
                  and
      irrevocably appoint ______________ as agent to transfer this Note on the
      books of CVS. The agent may substitute another to act for
      him.

                	 
	 
    
	 


        

         

         

        
          	 	
                  Date:_________________________

                	
                  Your
      Signature:_________________________

                	 
	 	 	 	 


        

         

         

      

      Sign
exactly as your name appears on the face of this Note.

      


       

       

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