Unassociated Document
As
filed with the Securities and Exchange Commission on March 21,
2007
Registration
No. 333-139470
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
ON
FORM
S-8
TO
FORM
S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CVS
CORPORATION
(Exact
Name of Registrant as specified in its charter)
Delaware
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05-0494040
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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One
CVS Drive
Woonsocket,
RI 02895
(401)
765-1500
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(Address
including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)
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Caremark
Rx, Inc. 2004 Incentive Stock Plan
Caremark
Rx, Inc. 1992 Stock Incentive Plan, as amended
Amended
and Restated Caremark Rx, Inc. 1995 Stock Option Plan, as
amended
Caremark
Rx, Inc. Amended and Restated 1997 Long Term Incentive Compensation
Plan,
as amended
Caremark
Rx, Inc. 1998 New Employee Stock Option Plan, as
amended
Caremark
Rx, Inc. 1998 Stock Option Plan, as amended
Advance
Paradigm, Inc. Amended and Restated 1997 Nonstatutory Stock Option
Plan,
as amended
Advance
Paradigm, Inc. Amended and Restated Incentive Stock Option Plan,
as
amended
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(Full
title of the plan)
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David
B. Rickard
Executive
Vice President and Chief Financial Officer
CVS
Corporation
One
CVS Drive
Woonsocket,
RI 02895
(401)
765-1500
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(Name,
address and telephone number, including area code, of agent for
service)
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Copy
to:
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Edmond
T. FitzGerald, Esq.
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
212-450-4000
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CALCULATION
OF REGISTRATION FEE
Title
of each class
of
Securities to be registered
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Amount
to be registered
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Proposed
maximum
offering
price
per
share
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Proposed
maximum aggregate offering price
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Amount
of registration fee
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Common
Stock, par value $.01 per share (“Common Stock”)
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33,246,843(1)
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(2)
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(2)
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(2)
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(1) Plus
(i)
an indeterminate number of additional shares which may be offered and issued
to
prevent dilution resulting from stock splits, stock dividends or similar
transactions and (ii) any additional preferred share purchase right granted
under any rights plan relating to the shares above.
(2) This
Post-Effective Amendment No. 1 covers securities that were originally registered
on the Registrant’s registration statement on Form S-4 (File No.
333-139470) , as amended by Amendment Nos. 1-3 to Form S-4 registration
statement. All filing fees payable in connection with the issuance of these
securities were previously paid in connection with the filing of the Form S-4
registration statement.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
This
Post-Effective Amendment No. 1 on Form S-8 to the Form S-4 registration
statement is filed by the Registrant, and relates to a total of 33,246,843
shares of Common Stock of the Registrant, all of which were originally
registered by the Registrant on the Form S-4 registration statement filed on
December 19, 2006, as amended by Amendment Nos. 1-3 to the Form S-4 registration
statement filed by the Registrant between December 19, 2006 and January 18,
2007 and which became effective on January 18, 2007.
In
connection with the merger (the “Merger”) of Caremark, Rx, Inc., (“Caremark”)
with and into Twain MergerSub L.L.C., a subsidiary of the Registrant (the
“Merger Sub”) pursuant to the Agreement and Plan of Merger, dated as of November
1, 2006, as amended, among the Registrant, Caremark and the Merger Sub-shares
of
the common stock of Caremark issuable upon the exercise or settlement of options
and other equity awards granted under the director and employee equity
compensation plans of Caremark will be converted into corresponding
awards covering the Common Stock of the Registrant.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE
The
following documents filed with the Securities and Exchange Commission (the
“Commission”) by CVS Corporation (the “Company” or the “Registrant”) pursuant to
the 1933 Act and the Securities Exchange Act of 1934, as amended (the “1934
Act”), are incorporated herein by reference.
(1) The
Company’s Annual Report on Form 10-K (Registration
No.
001-01011)
for the fiscal year ended on December 30, 2006.
(2) All
reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act subsequent
to
the filing of the form referred to in (1) above.
(3) The
description of the Company’s capital stock which is contained in the Company’s
Registration Statement on Form S-4, filed with the Commission on December 19,
2006 (Registration Statement 333-139470), including any amendments or
supplements thereto.
All
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any
statement contained in a document incorporated or deemed to be incorporated
by
reference herein shall be deemed to be modified or superseded for purposes
of
this Registration Statement to the extent that a statement contained herein,
(or
in any other subsequently filed document which also is incorporated or deemed
to
be incorporated by reference herein), modifies or supersedes such statement.
Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
ITEM
4. DESCRIPTION OF SECURITIES
Not
applicable.
ITEM
5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not
applicable.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section
145 of the General Corporation Law of the State of Delaware, or the DGCL,
generally provides that all directors and officers (as well as other employees
and individuals) may be indemnified against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement in connection with
certain specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the
corporation, or a derivative action), if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests
of
the corporation, and, with respect to any criminal action or proceeding, had
no
reasonable cause to believe their conduct was unlawful. A similar standard
of
care is applicable in the case of derivative actions, except that
indemnification extends only to expenses (including attorneys’ fees) incurred in
connection with defense or settlement of an action, and the DGCL requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. CVS’ Amended and
Restated Certificate of Incorporation currently provides, and as amended upon
completion of the merger will provide, that CVS will indemnify to the fullest
extent permitted by the DGCL any director or officer who was or is a party
or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding.
Section
145 of the DGCL also provides that the rights conferred thereby are not
exclusive of any other right to which any person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
and permits a corporation to advance expenses to or on behalf of a person
entitled to be indemnified upon receipt of an undertaking to repay the amounts
advanced if it is determined that the person is not entitled to be
indemnified.
Section
102(b)(7) of the DGCL permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability for any breach of the
director’s duty of loyalty to the corporation or its stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, for unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions, or for any transaction from
which the director derived an improper personal benefit. The CVS charter
provides, and as amended upon completion of the merger will provide, that no
director will be liable to CVS or its stockholders for monetary damages for
breach of fiduciary duty as a director to the fullest extent permitted by
Delaware law.
The
directors and officers of CVS are insured under a policy of directors’ and
officers’ liability insurance.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM
8. EXHIBITS
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4.1
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Amended
and Restated Certificate of Incorporation of CVS Corporation (incorporated
by reference to Exhibit 3.1 of CVS Corporation’s Annual Report on Form
10-K405, dated March 31, 1997, for the fiscal year ended December 31,
1996 (Commission File No. 001-01011)).*
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4.2
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Certificate
of Amendment to the Amended and Restated Certificate of Incorporation
of
CVS Corporation (incorporated by reference to Exhibit 4.1A of CVS
Corporation’s Registration Statement on Form S-3/A dated May 18, 1998
(Commission File No. 333-52055)).*
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4.3
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Bylaws
of CVS Corporation, as amended and restated (incorporated by reference
to
Exhibit 3.2 to the Company’s Current Report on Form 8-K
dated February 2, 2007 (Commission File No. 001-01011)).*
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5.
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Opinion
of Davis Polk & Wardwell.
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23.1
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Consent
of KPMG LLP.
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23.2
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Consent
of Davis Polk & Wardwell (included in Exhibit 5).
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24
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Powers
of attorney (included on the signature pages hereof).
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____________________
*
Incorporated by reference.
ITEM
9. REQUIRED UNDERTAKINGS
The
undersigned Registrant hereby undertakes:
(1) To
file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change
to
such information in this Registration Statement;
provided,
however,
that
paragraphs (1)(i) and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of
the
1934 Act that are incorporated by reference in this Registration
Statement.
(2) That,
for
the purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide
offering
thereof.
(3) To
remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) That,
for
the purpose of determining liability under the 1933 Act to any
purchaser:
(i) If
the
Registrant is relying on Rule 430B:
(A) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed
to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of
providing the information required by section 10(a) of the 1933 Act shall
be
deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness
or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating
to the
securities in the registration statement to which that prospectus relates,
and
the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering
thereof. Provided,
however,
that no
statement made in a registration statement or prospectus that is part of
the
registration statement or made in a document incorporated or deemed incorporated
by reference
into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in
any such document immediately prior to such effective date;
or
(ii) If
the
Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed
in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided,
however,
that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in
the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
(5) That,
for
the purpose of determining liability of the Registrant under the 1933 Act
to any
purchaser in the initial distribution of the securities:
The
undersigned Registrant undertakes that in a primary offering of securities
of
the undersigned Registrant pursuant to this Registration Statement, regardless
of the underwriting method used to sell the securities to the purchaser,
if the
securities are offered or sold to such purchaser by means of the following
communications, the undersigned Registrant will be a seller to the purchaser
and
will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free
writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(iv) Any
other
communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the 1933 Act each filing of the Registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the 1934 Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide
offering
thereof.
Insofar
as indemnification for liabilities arising under the 1933 Act may be permitted
to directors, officers and controlling persons of the Registrant pursuant
to the
foregoing provisions, or otherwise, the Registrant has been advised that
in the
opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event
that a
claim for indemnification against such liabilities (other than the payment
by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person
in connection with the securities being registered, the Registrant will,
unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the 1933 Act, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
this Registration Statement and has duly caused this Registration Statement
to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Woonsocket, State of Rhode Island, on the 21st day of March,
2007.
CVS
Corporation
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By:
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/s/
David B. Rickard
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Name:
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David
B. Rickard
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Title:
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Executive
Vice President, Chief Financial Officer and Chief Administrative
Officer
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KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below,
constitutes and appoints David B. Rickard as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, to do any and all acts and things and execute, in the name
of
the undersigned, any and all instruments which said attorney-in-fact and agent
may deem necessary or advisable in order to enable the Company to comply with
the 1933 Act and any requirements of the Commission in respect thereof, in
connection with the filing with the Commission of this Registration Statement
on
Form S-8 under the 1933 Act, including specifically but without limitation,
power and authority to sign the name of the undersigned to such Registration
Statement, and any amendments to such Registration Statement (including
post-effective amendments), and to file the same with all exhibits thereto
and
other documents in connection therewith, with the Commission, to sign any and
all applications, registration statements, notices or other documents necessary
or advisable to comply with applicable state securities laws, and to file the
same, together with other documents in connection therewith with the appropriate
state securities authorities, granting unto said attorney-in-fact and agent,
full power and authority to do and to perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully and to
all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or
her
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has
been
signed below by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/
Thomas M. Ryan
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Chairman
of the Board, President and Chief Executive Officer (Principal
Executive Officer)
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Thomas
M. Ryan
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/s/
David B. Rickard
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Executive
Vice President, Chief Financial Officer and Chief Administrative
Officer (Principal
Financial Officer)
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David
B. Rickard
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/s/
Paula A. Price
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Senior
Vice President and Controller (Principal Accounting
Officer)
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Paula
A. Price
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/s/
David W. Dorman
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Director
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David
W. Dorman
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/s/
Marian L. Heard
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Marian
L. Heard
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/s/
William H. Joyce
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Director
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William
H. Joyce
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/s/
Terrence Murray
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Terrence
Murray
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Signature
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Title
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Date
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/s/
Sheli Z. Rosenberg
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Sheli
Z. Rosenberg
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/s/
Richard J. Swift
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Richard
J. Swift
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EXHIBIT
INDEX
4.1
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Amended
and Restated Certificate of Incorporation of CVS Corporation (incorporated
by reference to Exhibit 3.1 of CVS Corporation’s Annual Report on Form
10-K405, dated March 31, 1997, for the fiscal year ended December 31,
1996 (Commission File No. 001-01011)).*
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4.2
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Certificate
of Amendment to the Amended and Restated Certificate of Incorporation
of
CVS Corporation (incorporated by reference to Exhibit 4.1A of CVS
Corporation’s Registration Statement on Form S-3/A dated May 18, 1998
(Commission File No. 333-52055)).*
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4.3
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Bylaws
of CVS Corporation, as amended and restated (incorporated by reference
to
Exhibit 3.2 to the Company’s Current Report on Form 8-K
dated February 2, 2007 (Commission File No. 001-01011)).*
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5.
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Opinion
of Davis Polk & Wardwell.
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23.1
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Consent
of KPMG LLP.
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23.2
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Consent
of Davis Polk & Wardwell (included in Exhibit 5).
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24
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Powers
of attorney (included on the signature pages hereof).
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____________________
*
Incorporated by reference.