Company Name:  CVS Caremark Corporation
Public Availability Date: January 8, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

January 8, 2008

Re: Withdrawal of No-Action Request Submitted by CVS Caremark Corporation on December 19, 2007

U.S. Securities and Exchange Commission
Office of the Chief Counsel
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549

Dear Sir or Madam:

On behalf of CVS Caremark Corporation, a Delaware corporation ("CVS"), we are writing to request a withdrawal of the no-action request filed with the Office of the Chief Counsel by CVS on December 19, 2007 with respect to a certain shareholder proposal and supporting statement submitted by Services Employees International Union, CLC and Services Employees International Union, CTW CLC (the "Proponents") on November 29, 2007 (the "Proposal") for inclusion in the proxy materials CVS intends to distribute in connection with its 2008 Annual Meeting of Stockholders.

The Proponents withdrew their Proposal by letters addressed to CVS dated January 3, 2008. A copy of a signed letter of withdrawal of each Proponent is attached for your convenience. Accordingly, CVS withdraws its no-action request pertaining to the Proposal.

Please call the undersigned at (212) 450-4539 if you should have any questions or require additional information.

Respectfully yours,

/s/

Louis Goldberg

Enclosures

cc w/ enc: Thomas S. Moffatt, Esq.
Services Employees International Union, CLC
Services Employees International Union, CTW CLC

[INQUIRY LETTER]

December 19, 2007

Re: Stockholder Proposal of SEIU Exchange Act of 1934Rule 14a-8

U.S. Securities and Exchange Commission
Office of the Chief Counsel
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549

Dear Sir or Madam:

This letter is to inform you that our client, CVS Caremark Corporation, a Delaware corporation (the "Company" or "CVS"), intends to omit from its proxy statement and form of proxy for its 2008 Annual Meeting of Shareholders (collectively, the "2008 Proxy Materials"), a stockholder proposal and supporting statement (the "Proposal") received from the Service Employees International Union Master Trust and the Service Employees International Union General Fund (collectively, the "Proponents"), on November 29, 2007. We hereby request confirmation that the staff of the Office of Chief Counsel (the "Staff") will not recommend any enforcement action if CVS omits the Proposal from its 2008 Proxy Materials.

Pursuant to Rule 14a-8(j), we have:

enclosed herewith six (6) copies of each of this letter and the Proposal;

filed this letter with the Securities and Exchange Commission (the "Commission") no later than 80 days before CVS files its definitive 2008 Proxy Materials; and

concurrently sent a copy of this submission to the Proponents as notification of the Company's intention to omit the proposal from its 2008 Proxy Materials.

This letter constitutes the Company's statement of the reasons it deems the omission of the Proposal to be proper. We have been advised by the Company as to the factual matters set forth herein.

INTRODUCTION

The Proposal, which is attached hereto as Exhibit A, states:

RESOLVED: The shareholders of CVS/Caremark Corporation (the "Company') request the Board of Directors (the "Board") to adopt a bylaw that would disregard uninstructed broker votes in Board of Directors elections.

CVS requests that the Staff concur with its view that the Proposal may be properly omitted from its 2008 Proxy Materials pursuant to Rule 14a-8(i)(2) as implementation of the Proposal would cause the Company to violate state law.

ANALYSIS

Rule 14a-8(i)(2)

Rule 14a-8(i)(2) permits the omission of a stockholder proposal that would, if implemented, cause a company to violate applicable law. For the reasons set forth below and in the legal opinion regarding Delaware law from Richards, Layton, Finger, P.A. attached hereto as Exhibit B (the "Delaware Law Opinion"), the Company believes that the Proposal, if implemented, would cause the Company to violate the Delaware General Corporation Law (the "DGCL").

DGCL Section 212(a) states that "[u]nless otherwise provided in the certificate of incorporation and subject to 213 of this title, each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder." Section 212 addresses the rights of "stockholders" without specifically defining that term to mean a "stockholder of record". However, cases interpreting "stockholder," as used in that section, have found it to mean a "stockholder of record." See Forte Capital Partners, LLC, v. Smartvideo Technologies, Inc., Ct. Motions 1495A (Del. 2005) (argued that cases interpreting the language of Section 212 have long held that the term "stockholder," as used in that section, refers to a stockholder of record and have further held that the stockholder of record has the exclusive right to vote); American Hardware Corp. v. Savage Arms Corp., 136 A.2d 690, 692 (Del. 1957) ("[u]nder the General Corporation Law, no one but a registered stockholder is, as a matter of right, entitled to vote"); Tracy v. Brentwood Village Corp., 59 A.2d 708, 709 (Del. 1948) (finding that beneficial owner had no voting rights where stock registered in the name of another); In re Giant Portland Cement Co. 21 A.2d 697 (Del. 1941) (holding, that the record owner of a stock certificate has right to vote stock standing in his name).

Article Fourth, Section IA, of the CVS Certificate of Incorporation (the "Charter"), expressly provides that "[e]ach holder of Common Stock shall be entitled to one vote for each share thereof held of record by such holder." Accordingly, there is no provision in the Company's Charter permitting the Company to deprive record holders of their vote.

Where a registered holder is holding common shares of a public company (such as CVS) in street name for a beneficial owner, the rules of the relevant stock exchange (in this case, the New York Stock Exchange) regulate the relationship between the registered holder (e.g., a broker) and the beneficial owner in relation to voting the shares. Under the rules of the New York Stock Exchange, in certain instances (on so- called "routine" matters) brokers may vote the street name stock in their own discretion; with respect to other, non-discretionary matters, the brokers must obtain specified instructions from the beneficial owners before the broker can vote or give a proxy. Under NYSE and SEC proxy rules, brokers must deliver proxy materials to beneficial owners and request voting instructions from them. If voting instructions have not been received by the tenth day preceding the meeting date, NYSE Rule 452 provides that the brokers may vote on certain matters deemed "routine" by the NYSE which includes the "uncontested" election for a company's Board of Directors.

Under Delaware law, once the proxy card is voted by the record holder (whether based on instruction from the beneficial owner, or in the broker's discretion in the case of an uninstructed vote on a "routine" matter), those vote are valid and the company cannot ignore (or adopt bylaws to disregard) those votes. And, as noted in the attached Delaware Law Opinion, the Delaware courts have consistently held that the "a corporation need not and should not delve into the intricacies of the relationship between the record holder and the beneficial holder." In re Appraisal of Transkaryotic Therapies, Inc., 200 C.A. No. 1554-CC (Del. Ch. May 2, 2007).

CONCLUSION

The Company respectfully requests confirmation that the Staff will not recommend any enforcement action if, in reliance on the foregoing, CVS omits the Proposal from its 2008 Proxy Materials. If the Staff does not concur with the Company's position, we would appreciate an opportunity to confer with the Staff concerning these matters prior to the issuance of its response.

Please call the undersigned at (212) 450-4539 if you should have any questions or need additional information or as soon as a Staff response is available. Please acknowledge receipt of this filing by date-stamping the enclosed additional copy of this letter and returning it to our messenger.

Respectfully yours,

/s/

Louis Goldberg

Enclosures

cc w/ enc: Thomas S. Moffatt, Esq.
Services Employees International
Union, CLC
Services Employees International
Union, CTW CLC

[APPENDIX 1]

EXHIBIT A

November 29, 2007

Zenon P. Lankowsky, Corporate Secretary
CVS/Caremark Corp.
One CVS Drive
Woonsocket RI 02895

And via facsimile: 401-652-9249

Dear Mr. Lankowsky:

On behalf of the SEIU Master Trust ("the Trust"). I write to give notice that, pursuant to the 2007 proxy statement of CVS/Caremark Corp. (the "Company"), the Trust intends to present the attach proposal (the "Proposal") at the 2008 annual meeting of shareholders (the "Annual Meeting"). The Trust requuests that the Company include the Proposal in the Company's proxy statement for the Annual Meeting. The Trust has owned the requisite number of CVS/Caremark shares for the requisite time period. The Trust intends to hold these shares through the date on which the Annual Meeting is held.

The Proposal is attached. I represent that the Trust or its agent intends to appear in person or by proxy at the Annual Meeting to present the Proposal. A proof of share ownership letter is being sent to you, under separate cover, following this filing. Please contact me at (202)730-7051 if you have any questions.

Sincerely,

/s/

Steve Abrecht
Executive Director of Benefit Funds

[APPENDIX 2]
November 29, 2007

Zenon P. Lankowsky, Corporate Secretary
CVS/Caremark Corp.
One CVS Drive
Woodsocket RI 012895

And via facsimile: 401-652-9249

Dear Mr. Lankowsky:

On behalf of the SEIU General Fund ("the Fund"), I write to give notice that. pursuant to the 2007 proxy statement of CVS/Caremark Corp. (the "Company"), the Fund intends to present the attached proposal (the "Proposal") at the 2008 annual meeting of shareholders (the "Annual Meeting"). The Fund requests that the Company include the Proposal in the Company's proxy statement for the Annual Meeting. The Fund has owned the requisite number of CVS/Caremark shares for the requisite time period. The Fund intends to hold these shares through the date on which the Annual Meeting is held. The Fund is co-filing this proposal with the SEIU Master Trust Benefit Funds.

The Proposal is attached. I represent that the Fund or its agent intends to appear in person or by proxy at the Annual Meeting to present the Proposal. A proof of share ownership letter is being sent to you, under separate cover, following this filing. Please contact Mr. Steve Abrecht at (202)730-7051 if you have any questions regarding this filing.

Sincerely,

/s/

Anna Burger
International Secretary Treasurer

[APPENDIX 3]

Eliminate Uninstructed Broker Votes in Director Elections

RESOLVED: The shareholders of CVS/Caremark Corporation (the "Company") request the Board of Directors (the "Board") to adopt a bylaw that would disregard uninstructed broker votes in Board of Director elections.

Supporting Statement:

Under current New York Stock Exchange (NYSE) and Securities and Exchange Commission (SEC) rules, brokers may vote on certain "routine" proposals if the beneficial owner of the stock has not provided specific voting instructions to the broker at least 10 days before a scheduled meeting. Uncontested director elections - i.e. elections in which only one candidate is running - are still considered "routine" and thus eligible for broker-voting.

Because brokers often vote with management as a matter of policy, many investors have criticized this rule. For example, Institutional Shareholder Services has called broker voting "ballot box stuffing," noting that such votes can water down shareholder efforts to communicate disapproval. Others have noted that since today's shareholders increasingly register discontent via "withhold" campaigns due to the high expense of running alternative candidates, the NYSE's definition of "uncontested" elections is outdated.

On June 5, 2006, the NYSE Proxy Working Group (a special NYSE committee comprised of a diverse group of issuers, brokers, legal experts, and institutional investors) recommended that the NYSE amend Rule 452 to eliminate broker votes in director elections. The committee noted that "shareholder voting for directors is a critical component of good corporate governance." Despite broad support for this rule change, the SEC failed to act on the proposal in time for the 2008 proxy season.

The 2007 CVS/Caremark annual meetingwhen broker votes delivered Roger Headrick's margin of victorydramatically illustrated the threat broker votes pose to authentic shareholder democracy. Absent broker votes, Headrick would have faced a 56% withhold vote, and would have been required to tender his resignation pursuant to CVS/Caremark's majority vote bylaw.

We therefore urge the Company's Board to comply with the substance of the NYSE's proposed amendment by passing a bylaw stipulating that broker votes will no longer be counted in director elections. Such a bylaw would ensure that the future membership of the Board accurately reflects the expressed will of shareholders.

[STAFF REPLY LETTER]

January 8, 2008

Louis Goldberg

Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017

Re: CVS Caremark Corporation

Dear Mr. Goldberg:

This is in regard to your letter dated January 8, 2008 concerning the shareholder proposal submitted by SEIU Master Trust and the SEIU General Fund for inclusion in CVS's proxy materials for its upcoming annual meeting of security holders. Your letter indicates that the proponents have withdrawn the proposal, and that CVS therefore withdraws its December 19, 2007 request for a no-action letter from the Division. Because the matter is now moot, we will have no further comment.

Sincerely,

/s/

William A. Hines
Special Counsel

Enclosures

cc: Stephen Abrecht
Executive Director of Benefit Funds
Service Employees International Union, CLC
SEIU Master Trust
11 Dupont Circle, N.W. Ste. 900
Washington, DC 20036-1202

Anna Burger
International Secretary Treasurer
Service Employees International Union CTW, CLC
1800 Massachusetts Ave N.W.
Washington, DC 20036