CtW Investment Group April 20, 2007

1. Ensure Independence & Accountability on the CVS/Caremark Board of DirectorsWithhold from Directors Headrick & Piccolo CtW Investment Group April 20, 2007

2. This is not a proxy solicitation and no proxy cards will be accepted. Please DO NOT send your proxy card to the CtW Investment Group.

3. Summary • Option backdating and conflicted CVS takeover process call into question fitness and independence of former Caremark directors • Directors Headrick and Piccolo bear particular responsibility • Neither explained what he did to protect Caremark shareholders • Withholding will enhance CVS/Caremark board independence and accountability -- without destabilizing the company • Ensure more independent oversight of Chairman Mac Crawford

4. Caremark’s option grants under investigation by DOJ & SEC • Independent analyses indicate less than 1% chance options were issued on the date claimed • Caremark said it reviewed grant practices and concluded they were “entirely appropriate”, but refused to disclose details • Merger may extinguish derivative claims, closing Courtroom doors to defrauded shareholders. • Headrick approved and received improbably timed options while on the compensation committee • Piccolo received improbably timed options while on audit committee that failed to properly disclose and expense grants Improbably Timed Stock OptionsCaremark directors approved and received grants

5. Caremark’s Daily Closing Price, 1997 January 31: lowest close of the 1st quarter

6. Caremark’s Daily Closing Price, 2000March 8: lowest close of the year

7. Caremark’s Flawed Negotiations with CVSConflicted process failed to maximize shareholder value • Negotiated by Chair & CEO Crawford with little board oversight – and no independent committee review • Board rushed to final approval – fairness opinions had to be delivered orally – without considering alternatives • Agreed to significant deal protections (break up fee, no shop, force vote) despite not originally securing a premium • Refused to negotiate with Express Scripts despite higher bid

8. CVS Deal Benefited Caremark InsidersBenefits not necessarily available through another transaction • Half of new 14-member board from Caremark • Many Caremark execs retained jobs despite receiving change-in-control payments totaling about $103.5 million • All options vested and converted to CVS options – no tax event • Increased indemnification for liability associated with backdating

9. “We conclude the [merger] process was flawed to such a degree that we cannot recommend that CMX shareholders support the transaction as currently constructed.”(ISS, 2/12/07 Report Against Initial Merger Proposal) “In effect, CMX shareholder ‘activism’ has at least partially ‘cured’ the poor board process, creating an additional $3.3 billion in value for CMX shareholders.”(ISS, 3/12/07 Report For Final Merger Proposal) “Blindly following the Caremark directors’ lead would have left shareholders at least $3.3 billion poorer.”(Glass Lewis, 3/14/07 Report Against Final Merger Proposal) "We have concerns over the board's objectivity and willingness to consider all possible combinations that could deliver enhanced value for shareholders. The flawed process, along with certain onerous provisions in the merger agreement that appear designed to shut out competing offers, leave us with doubts that this transaction is in the best financial interests of shareholders.”(Proxy Governance, 3/13/07 Report Against Final Merger Proposal) Board Failure Nearly Cost Investors $3.3 BilPrincipal concern of independent proxy advisors

10. Describes board as “supine” and exhibiting “a certain indifference” to obtaining better value from CVS • Calls board “willing to collude with a favored bidder to ‘launder’ a cash payment” into a so-called ‘special dividend.’” • Regarding Caremark’s assertion that the CVS proposal constitutes a ‘change of control’ for certain legal purposes but not others, he observes: • It is an unfortunate and disappointing spectacle … to watch a board of directors insist that it simultaneously deserves the protection of the business judgment rule because the company is not changing hands, while a massive personal windfall is bestowed because it is. As Alice’s cantankerous egg [Humpty Dumpty] puts it, ‘When I make a word do a lot of work like that... I always pay it extra.’ Flawed Process Triggered LitigationChandler rebukes board in February 23 opinion

11. Director Roger HeadrickAt center of backdating & merger failures Compensation committee member, 1996 – 2000 • Appears to have approved and received backdated options • Suspicious grants: January 1, 1997, October 19, 1998 & March 8, 2000 Audit committee chair, 2001 through CVS merger • Failed to take corrective measures in connection with backdating — either upon joining committee or in response to the SEC & DOJ investigations • Now chairs CVS/Caremark board’s audit committee Lead independent director since 2004 • Best positioned to assert independent board leadership in CVS talks • No evidence of active role in merger – overseas at critical moments

12. Chancellor Chandler’s February 1 Letter • Dear Counsel: • I grant Express Script’s motion to compel defendant Roger L. Headrick to sit for his deposition in either Atlanta or New York City. This decision may be viewed as “extraordinary and unwarranted” by defendants, but the decision is rather easily reached for several reasons. First, the incredibly compressed schedule under which accelerated discovery must occur in this coordinated proceeding is entirely the result of defendants’ decision to advance the shareholder vote on the proposed CVS/Caremark transaction. Second, the venue for most of the depositions in this proceeding has been New York and Atlanta. Third, counsel offer no explanation regarding director Headrick’s reasons for being in New Zealand or “difficult to reach” during an especially critical period in the life of the company on whose board he serves, but the Court can only surmise that the reasons were personal in nature. That does not suffice as a reason to require a flock of lawyers to travel to a location convenient to a single director of a public company, especially when the inconveniences of a directorship are part of the job. Finally, regarding the physical hardship of flying from California to the east coast (which is the principal objection raised by defendants’ counsel), I have personally experienced the physical hardship of flying coach class on “red eye” transcontinental and transoceanic flights and can empathize with Mr. Headrick, but given the exigencies of this litigation, it is something that he will have to grin and bear. • IT IS SO ORDERED. • Very truly yours, • William B. Chandler III

13. Director C.A. Lance PiccoloLegacy director – major beneficiary of suspicious grants One of two non-independent former Caremark execs on board • Chairman Mac Crawford is the other • Kristen Gibney Williams deemed independent (got improbable grant) Chair & CEO of Caremark Int’l, 1992 – 1996 • Vice Chair of Caremark from 1996 to CVS merger • $2.8 mil severance upon MedPartners’ 9/96 acquisition of Caremark Intl • $5.4 mil in fees under 10-yr consulting agreement; ended in 2006 Audit Committee, 1997–2000; Other Key Committees, 2001–2003 • Received improbable grants: Jan 31, 1997, Oct 19, 1998 & Mar 8, 2000 • Compensation committee, 2001-2003 & nominating committee chair, 2001 • Reflects disregard for then-prevailing corporate governance best practice • Removed from comp committee in Feb 2003 – new NYSE listing stds

14. Conclusion and Next StepsWithhold from Headrick & Piccolo • Necessary to enhance board independence & accountability • Ensure more independent oversight of Chair Mac Crawford • Will not destabilize board at critical moment • Further board reform may be necessary