The Board of Directors of Caremark Rx, Inc. (the "Company") has constituted and established a Nominating and Governance Committee (the "Committee") with authority, responsibility and specific duties as described in this Charter.

I. Purpose

The primary purposes and responsibilities of the Committee are to assist the Board in fulfilling its oversight responsibilities with respect to (i) identification of individuals qualified to become Board members, consistent with the criteria set forth herein or otherwise approved by the Board of Directors, and recommendation of director nominees to the Board of Directors prior to each annual meeting of shareholders; (ii) developing and recommending to the Board of Directors any revisions to the Company's Corporate Governance Guidelines; and (iii) leadership of the Board's annual evaluations of the performance of the Board and its committees and senior management.

II. Composition

Members of the Committee and its Chairman shall be appointed annually by the Board of Directors, and may be removed from the Committee by the Board in its discretion. The Committee shall be comprised of three or more directors as determined by the Board. Such members shall meet the requirements for "independent" pursuant to the New York Stock Exchange Rules and shall meet the requirements for "non-employee directors" pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

The Committee may, if appropriate, create and delegate its responsibilities to subcommittees.

III. Meetings and Reports to the Board

The Committee shall hold at least two regular meetings each year and such special meetings as it may find appropriate. Reports of meetings of the Committee shall be made to the Board of Directors at its next regularly scheduled meeting following each Committee meeting, accompanied by any recommendations to the Board of Directors approved by the Committee.

IV. Duties and Responsibilities

The Committee's primary duties and responsibilities are to effect the purposes set forth in this Charter. In carrying out its responsibilities, the Board of Directors has determined that the policies and procedures of the Committee should remain flexible, in order to best react to changing circumstances or conditions and to ensure to the Board and shareholders that the nominating and governance practices of the Company are in accordance with all legal and regulatory requirements and best practices.

To fulfill its duties and responsibilities the Committee shall:

  1. Conduct an annual self-evaluation of the performance of the Committee, which evaluation shall compare the performance of the Committee with the requirements of this Charter and other applicable requirements. The results of this self-evaluation shall be reported to the full Board of Directors.
  2. At least annually review and reassess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.
  3. Select and retain, as deemed necessary, any search firm to be used to identify director candidates. The Committee shall have sole authority to retain and terminate any such search firm, and to approve its fees and other retention terms.
  4. Select as director nominees, or recommend that the Board of Directors select as director nominees, individuals who they deem to be qualified to serve on the Board of Directors in accordance with the standards established pursuant to the Company's Corporate Governance Guidelines. Evaluate and recommend that the full Board of Directors propose such nominees for election to the Board of Directors.
  5. Evaluate the performance of each director before recommending to the Board of Directors that the director stand for re-election.
  6. Make director nominee recommendations to the Board of Directors for appointments to fill vacancies of any unexpired term on the Board.
  7. Periodically, but at least annually, review the Board's performance and effectiveness as a body, including its corporate governance policies and practices, and conduct a similar review with respect to each of the Board's committees. The Committee will coordinate these assessments, which may include surveys and self-evaluations, and report to the Board the results of its analysis and any recommendations following each such review.
  8. Make recommendations to the Board on the structure and composition of the various committees of the Board.
  9. Evaluate and recommend termination of membership of individual directors in accordance with the Company's Corporate Governance Guidelines, for cause or other appropriate reasons.
  10. At least annually, review and reassess the adequacy of the Company's Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.
  11. Review with the CEO and Board of Directors matters relating to management succession, including making recommendations to the Board of Directors for selection of a new CEO.
  12. Establish effective processes for stockholders to send communications to the Board of Directors.
  13. Periodically review the information flow to the Board members to ensure that directors receive the right kind and amount of information from management in sufficient time to prepare for meetings.

In fulfilling its duties and responsibilities, the Committee shall have the authority to obtain advice and assistance from such consultants, accountants, counsel and other advisors as it may deem appropriate, without obtaining any approval of the Board of Directors or management, and the Company shall provide funding for the payment of compensation to such consultants, accountants, counsel and advisors, as reasonably determined by the Committee. The Committee may request any officer or employee of the Company or the Company's outside counsel or independent accountants to attend any meeting of the Committee or to meet with any members of, or advisors to, the Committee.

Review Date: February 28, 2006