LEHMAN BROTHERS Transaction

Agent:

LBI is acting as agent on behalf of Party A and Party B for the Transaction.  LBI has no obligations, by guarantee, endorsement or otherwise, with respect to the performance of the Transaction by either party.

Trade Date:

November 6, 2007

Buyer:

Party B

Seller:

Party A

Shares:

Common stock, par value USD 0.01 per share, of CVS Caremark Corporation (the “Issuer”) Ticker Symbol: (“CVS”)

Prepayment:

Applicable

Prepayment Amount:

As specified in Schedule A

Prepayment Date:

One Exchange Business Day following the Trade Date.

Initial Hedge Period:

The period (the “Initial Hedge Period”) commencing on the Scheduled Trading Day immediately following the Trade Date and ending on the Exchange Business Day on which Party A completes the purchase of a number of Shares necessary to establish its initial hedge position with respect to the Transaction (such date, the “Hedge Period End Date”). On the 1^st Scheduled Trading Day immediately following the Hedge Period End Date, Party A shall provide written notice (the “Confirmation Pricing Supplement”) to Party B in substantially the form attached hereto as Exhibit A, of the Hedging Price, Maximum Shares A, Maximum Shares B, Minimum Shares A, Minimum Shares B and first day of the Trading Period. Upon receipt of the Confirmation Pricing Supplement, Party B shall promptly execute and return the Confirmation Pricing Supplement to Party A; provided that Party B’s failure to so execute and return the Confirmation Pricing Supplement shall not affect the binding nature of the Confirmation Pricing Supplement, and the terms set forth therein, if accurately determined pursuant to the terms of this Confirmation, shall be binding on Party B to the same extent, and with the same force and effect, as if Party B had executed a written version of the Confirmation Pricing Supplement.

Hedging Price:

The arithmetic average of the 10b-18 VWAPs for all Scheduled Trading Days in the Initial Hedge Period.

Exchange:

New York Stock Exchange

Related Exchange:

All Exchanges

Transaction Fee:

Party B shall pay to Party A a Transaction Fee, as specified in Schedule A.

Trading Period:

The period of consecutive Scheduled Trading Days from and including the first Scheduled Trading Day following the Hedge Period End Date to and including the Maximum Maturity Date, as specified in Schedule A; provided that, Party A may designate any

Scheduled Trading Day on or after the Minimum Maturity Date, as specified in Schedule A, as the last Scheduled Trading Day of the Trading Period. Party A shall notify Party B of any designation made pursuant to this provision prior to 9:00 A.M. (New York time) on the Scheduled Trading Day immediately following such designated day. 

Market Disruption Event:

The first sentence of Section 6.3(a) of the Equity Definitions is hereby amended by replacing clause (ii) and clause (iii) in their entirety with “(ii) an Exchange Disruption, which in either case the Calculation Agent determines is material, (iii) an Early Closure, (iv) a Regulatory Disruption or (v) a Liquidity Event.”

Regulatory Disruption:

A “Regulatory Disruption” shall occur if Party A determines in its reasonable discretion that it is appropriate in light of legal, regulatory or self-regulatory requirements or related policies or procedures for Party A to refrain from all or any part of the market activity in which it would otherwise engage in connection with the Transaction.

Liquidity Event:

A “Liquidity Event” shall occur if on any day the trading volume or liquidity of trading in the Shares is materially reduced from levels prevailing on the Trade Date and the Calculation Agent determines in its commercially reasonable discretion that as a result it would be appropriate to treat such day as a Disrupted Day or a partially Disrupted Day.

Consequence of Disrupted Days:

Notwithstanding anything to the contrary in the Equity Definitions, to the extent that a Disrupted Day occurs during the Initial Hedge Period or the Trading Period, the Calculation Agent may postpone the Maximum Maturity Date and the Minimum Maturity Date.  If any Disrupted Day occurs during the Initial Hedge Period or the Trading Period, the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in whole, in which case the 10b-18 VWAP for such Disrupted Day shall not be included for purposes of determining the Hedging Price, if such Disrupted Date occurs during the Initial Hedge Period, or the Forward Price, if such Disrupted Date occurs during the Trading Period, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event (if any) occurred and/or after the relevant Market Disruption Event (if any) ended, and the Hedging Price, if such Disrupted Date occurs during

the Initial Hedge Period, or the Forward Price, if such Disrupted Date occurs during the Trading Period, shall be determined by the Calculation Agent using an appropriately weighted average of the 10b-18 VWAPs for all Scheduled Trading Days in the Initial Hedge Period or the Trading Period, as the case may be, instead of an arithmetic average.

Valuation Time:

The close of trading on the Exchange, without regard to extended trading hours.

Valuation Date:

The last Scheduled Trading Day during the Trading Period.

Settlement Method Election:

Not Applicable

Physical Settlement:

Applicable

Settlement Currency:

USD

Forward Price:

The amount equal to (i) the arithmetic average of the 10b-18 VWAPs for all Scheduled Trading Days in the Trading Period minus (ii) the Discount, as specified in Schedule A.

10b-18 VWAP:

(A) For any Scheduled Trading Day that is not a Disrupted Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for all United States securities exchanges on which such Shares are traded, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in any relevant consolidated system on such Scheduled Trading Day, (iii) trades that occur in the last ten  minutes before the scheduled close of trading on any relevant exchange on such Scheduled Trading Day and ten minutes before the scheduled close of the primary trading in the market where the trade is effected, and (iv) trades on such Scheduled Trading Day that do not satisfy the requirements of Rule 10b-18(b)(3), as determined in good faith by the Calculation Agent, or (B) for any Scheduled Trading Day that is a Disrupted Day, an amount determined in good faith and in a commercially reasonable manner by the Calculation Agent as 10b-18 VWAP.  Party B acknowledges that the Calculation Agent may refer to the Bloomberg Page “CVS <Equity> AQR SEC” (or any successor thereto) for any Scheduled Trading Day to determine the 10b-18 VWAP.

The number of Shares equal to the Share Amount minus the number of Minimum Shares.

Share Amount:

The sum of (i) the quotient of the product of 0.50 multiplied by the Prepayment Amount divided by the Forward Price (provided that if such quotient is (A) greater than the Maximum Shares A, such quotient shall be deemed to be equal to the Maximum Shares A, and (B) less than the Minimum Shares A, such quotient shall be deemed to be equal to the Minimum Shares A) plus (ii) the quotient of the product of 0.50 multiplied by the Prepayment Amount divided by the Forward Price  (provided that if such quotient is (A) greater than the Maximum Shares B, such quotient shall be deemed to be equal to the Maximum Shares B, and (B) less than the Minimum Shares B, such quotient shall be deemed to be equal to the Minimum Shares B).

Settlement Date:

One Exchange Business Day following the Valuation Date.

Initial Shares:

As specified in Schedule A.

Initial Share Delivery:

Party A shall deliver a number of Shares equal to the Initial Shares to Party B on the Initial Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Initial Share Delivery Date being deemed to be a “Settlement Date” for purpose of such Section 9.4.

Initial Share Delivery Date:

One Exchange Business Day following the Trade Date

Minimum Shares A:

As specified in Schedule A.

Minimum Shares B:

As specified in Schedule A.

Minimum Shares:

As specified in Schedule A.

Minimum Share Delivery:

Party A shall deliver a number of Shares equal to (i) the Minimum Shares minus (ii) the number of Initial Shares on the Minimum Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the Minimum Share Delivery Date being deemed to be a “Settlement Date” for purpose of such Section 9.4.

Minimum Share Delivery Date:

One Scheduled Trading Day following the Hedge Period End Date

Maximum Shares A:

As specified in Schedule A.

Maximum Shares B:

As specified in Schedule A.

Maximum Shares:

As specified in Schedule A.

On the Prepayment Date Party B shall pay to Party A as a price adjustment an amount equal to the Adjustment Payment, as specified in Schedule A.

Method of Adjustment:

Calculation Agent Adjustment; provided clause (iii) of Section 11.2(e) of the Equity Definitions shall be deleted. For the avoidance of doubt, the Calculation Agent shall not make any adjustments to account for changes in cost of funding, expected dividends or stock loan rate.

Announcement Date:

The definition of “Announcement Date” in Section 12.1 of the Equity Definitions will be amended by replacing the words “voting shares” in the fifth line thereof with the word “Shares”.

Share-for-Share:

Modified Calculation Agent Adjustment

Share-for-Other:

Cancellation and Payment

Share-for-Combined:

Modified Calculation Agent Adjustment

Tender Offer:

Applicable

The definition of “Tender Offer” in Section 12.1 of the Equity Definitions will be amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Issuer” in the third and fourth line thereof with “(a) greater than 10% and less than 100% of the outstanding Shares of the Issuer in the event that such Tender Offer is being made by the Issuer or any subsidiary thereof or (b) greater than 15% and less than 100% of the outstanding Shares of the Issuer in the event that such Tender Offer is being made by any entity or person other than the Issuer or any subsidiary thereof”.

 

The definition of “Tender Offer Date” in Section 12.1 of the Equity Definitions will be amended by replacing the words “voting shares” in the first line thereof with the word “Shares”.

Share-for-Share:

Modified Calculation Agent Adjustment

Share-for-Other:

Modified Calculation Agent Adjustment

Share-for-Combined:

Modified Calculation Agent Adjustment

New Shares:

The definition of “New Shares” in Section 12.1 of the Equity Definitions shall be amended by deleting subsection (i) in its entirety and replacing it with the following: “(i) publicly quoted, traded or listed on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their respective

Modified Calculation Agent Adjustment:

For greater certainty, the definition of “Modified Calculation Adjustment” in Sections 12.2 and 12.3 of the Equity Definitions shall be amended by (i) adding the following italicized language after the stipulated parenthetical provision: “(including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction) from the Announcement Date to the Merger Date (Section 12.2) or Tender Offer Date (Section 12.3).” and (ii) deleting the phrase “, expected dividends, stock loan rate” from such stipulated parenthetical provision.

Announcement Event:

If an Announcement Event occurs, the Calculation Agent will determine the economic effect of the Announcement Date on the theoretical value of the Transaction (including without limitation any change in volatility  or liquidity relevant to the Shares or to the Transaction) from the Announcement Date to the Valuation Date. If such economic effect is material, the Calculation Agent will adjust the terms of the Transaction to reflect such economic effect.  “Announcement Event” shall mean the occurrence of the Announcement Date of a Merger Event or Tender Offer.

Composition of Combined Consideration:

Not Applicable

Nationalization, Insolvency or Delisting:

Cancellation and Payment

Cancellation Amount:

Section 12.8(d) of the Equity Definitions shall be amended by deleting the second sentence thereof and Section 12.8(e) of the Equity Definitions shall be deleted.

Delisting:

The definition of “Delisting” in Section 12.6 of the Equity Definitions shall be deleted in its entirety and replaced with the following: “‘Delisting’ means that the Exchange announces that pursuant to the rules of such Exchange, the Shares cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event or Tender Offer) and are not immediately re-listed, re-traded or re-quoted on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or their respective successors)”

Change in Law:

Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof

with the phrase “or public announcement of the formal or informal interpretation”, (ii) immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (iii) deleting clause (Y) thereof. 

Insolvency Filing:

Not Applicable

Hedging Disruption:

Not Applicable

Increased Cost of Hedging:

Not Applicable

Loss of Stock Borrow:

Applicable; provided that if Party A gives notice that it elects to terminate the Transaction pursuant to 12.9(b)(4) of the Equity Definitions, Party A in calculating the Cancellation Amount payable in connection with such Loss of Stock Borrow shall not consider the Stock Loan Rate or any changes thereto whether prior to or post such Loss of Stock Borrow.

 

For purposes of Section 12.9 of the Equity Definitions, all references to “Hedging Shares” shall be deemed to be references to Party A’s short position in respect of the Transaction.

Maximum Stock Loan Rate:

50 basis points

Increased Cost of Stock Borrow:

Not Applicable

Hedging Party:

Party A shall be the Hedging Party in connection with all Extraordinary Events

Determining Party:

Party A shall be the Determining Party in connection with all Extraordinary Events

Non-Reliance:

Applicable

Agreements and Acknowledgments Regarding Hedging Activities:

Applicable

Additional Acknowledgments:

Applicable

In addition to the representations, warranties and agreements set forth in the Agreement and elsewhere in this Confirmation, Party B further represents, warrants and agrees that:

 

(a) (i) It understands that the Transaction is subject to complex risks which may arise without warning, may at times be volatile, and that losses may occur quickly and in unanticipated magnitude, and (ii) it has concluded that the Transaction is suitable in light of its own investment objectives, financial capabilities and expertise.

 

(b) It is an “eligible contract participant” as the term is

 

Additional Termination Events:

Notwithstanding any other provision hereof, an “Additional Termination Event” shall occur and Party B shall be the sole Affected Party pursuant to such

Additional Termination Event if on any day occurring after the Trade Date and on or prior to the last Scheduled Trading Day in the Trading Period an ex-dividend date occurs with respect to the Shares for (i) an extraordinary cash dividend, (ii) a regular quarterly dividend (A) in an amount greater than USD 0.06 for 2008 per Share per quarter (any quarterly dividend in such amount for 2008, a “Regular Quarterly Dividend”) or (B) with an ex-dividend date occurring prior to January 15, 2008 for the quarter ending March 31, 2008, (iii) a distribution, issue or dividend of securities or share capital of another issuer acquired or owned (directly or indirectly) by Party B as a result of a spin-off or other similar transaction or (iv) a distribution, issue or dividend of any other type of securities (other than Shares, which may constitute a Potential Adjustment Event), rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent; provided that in calculating the amounts payable in connection with such Additional Termination Event, any such distribution, issue or dividend shall not be considered a loss recoverable by Party A.  Party B agrees to furnish Party A with written notice at least 30 days prior to the ex-dividend date corresponding to each of the foregoing distributions, issues and dividends except those described in clause (ii) above. 

Regulatory Provisions:

(a) Party B represents and warrants that it has received and read and understands the Notice of Regulatory Treatment and the OTC Option Risk Disclosure Statement.

 

(b) The Agent will furnish Party B upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby.

Solvency:

As of the Trade Date and the Minimum Share Delivery Date, Party B represents, warrants and agrees that Party B is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code)) and Party B would be able to purchase the Maximum Shares in compliance with the laws of the jurisdiction of Party B’s incorporation.

Company Purchases:

Without the prior written consent of Party A and except for purchases which are not solicited by or behalf of Party B, its affiliates or affiliated purchasers (each as defined in Rule 10b-18), Party B shall not purchase, and shall not cause its affiliates or affiliated

purchasers to directly or indirectly purchase, any Shares (or any security convertible into or exchangeable for Shares) during the Initial Hedge Period or the Trading Period. 

Regulation M:

Party B represents that as of the Trade Date it has no current intention of engaging in a distribution, as such term is used in Regulation M under the Exchange Act (“Regulation M”), during the Initial Hedge Period or the Trading Period.

 

On the Trade Date, and, without prior notice to Party A, on each day during the Initial Hedge Period and the Trading Period, the Shares shall not be subject to a “restricted period,” as such term is defined in Regulation M.

No Collateral:

Notwithstanding any provision of this Confirmation, the Agreement or the Definitions, or any other agreement between the parties, to the contrary, the obligations of Party B hereunder are not secured by any collateral.

Set-Off and Netting:

Obligations under the Transaction shall not be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against obligations under the Transaction, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff, netting or recoupment.

Rule 10b-18:

During the Initial Hedge Period, Party A agrees to use best efforts to make all purchases of Shares in connection with the Transaction in a manner that would satisfy the requirements set forth in clauses (b)(2), (b)(3), (b)(4) and (c) of Rule10b-18 under the Exchange Act (“Rule 10b-18”), as if such purchases were made by Party B.

 

Party B shall, at least one day prior to the first day of the Initial Hedge Period, notify Party A in writing of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception set forth in clause (b)(4) of Rule 10b-18 by Party B or any of its affiliates during each of the four calendar weeks preceding such day and during the calendar week in which such day occurs (“Rule 10b-

Rule 10b5-1:

It is the intent of the parties that the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act (“Rule 10b5-1”), and the parties agree that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).  Without limiting the generality of the preceding sentence, Party B acknowledges and agrees that (A) Party B does not have, and shall not attempt to exercise, any influence over how, when or whether Party A effects any purchases in connection with the Transaction, (B) during the Initial Hedge Period and the Trading Period neither Party B nor its officers or employees shall, directly or indirectly, communicate any information regarding Party B or the Shares to any employee of Party A or its affiliates who is identified to Party B in writing by Party A as being directly involved with the hedging of and trading with respect to the Transaction, (C) Party B is entering into the Transaction in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 and (D) Party B will not alter or deviate from this Confirmation or enter into or alter a corresponding hedging transaction with respect to the Shares.  Party B also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5.

Certain Payments and Deliveries: 

Notwithstanding  anything to the contrary herein, or in the Equity Definitions, if at any time (i) an Early Termination Date occurs and Party A would be required to make a payment pursuant to Section 6 of the Agreement, (ii) an Extraordinary Event occurs and Party A would be required to make a payment pursuant to Article 12 of the Equity Definitions or (iii) Party A is required to make a payment pursuant to any other provision hereof, of the Agreement or of the Definitions, then Party B shall have the right, in its sole and absolute discretion, to elect that, in lieu of such payment, Party A& shall deliver to Party B, at the time such payment would have been due and in the manner provided under “Physical Settlement” in the Equity Definitions, a number of Shares equal to 

the quotient obtained by dividing (A) the amount that would have been so payable by (B) the fair market value per Share of the  Shares so  delivered  at the  time  of such  delivery,  as determined by the Calculation Agent in a commercially reasonable manner. 

 Payments on Early Termination:

 

Party A and Party B agree that for the Transaction, the definition of Close-out Amount in the Agreement shall be amended by deleting (a) the second sentence of the paragraph immediately following clause (iii) thereof and (b) the second paragraph following such clause (iii).

Agreement Regarding Calculations:

Notwithstanding any other provision of this Confirmation, the Definitions or the Agreement to the contrary, in calculating any adjustment pursuant to Article 11 of the Equity Definitions or any amount payable pursuant to Article 12 of the Equity Definitions or Section 6 of the Agreement, the Calculation Agent shall not take into account (i) changes to costs of funding, stock loan rates or any dividends since the Trade Date or (ii) losses or costs incurred in connection with terminating, liquidating or re-establishing any hedge related to the Transaction (or any gain resulting from any of them).

Special Provisions for Party B Payments:

Party A and Party B agree that, notwithstanding anything to the contrary herein or in the Agreement, in the event that (i) an Early Termination Date (whether as a result of an Event of Default or Termination Event) occurs or is designated with respect to any Transaction and, as a result, Party B owes to Party A an amount calculated under Section 6(e) of the Agreement or (ii) an Extraordinary Event occurs that results in the termination or cancellation of any Transaction pursuant to Article 12 of the Equity Definitions and, as a result, Party B owes to Party A a Cancellation Amount or any other amount in respect to the Transaction, such amount shall be deemed to be zero.  For the avoidance of doubt, the Party B shall not be required to make any additional cash payments (other than the Prepayment Amount) or deliver or return any Shares pursuant to the terms of the Transaction (including, without limitation, any Shares delivered on the Initial Share Delivery Date or the Minimum Share Delivery Date).

Transfer:

Notwithstanding Section 7 of the Agreement, Party A may assign its rights and obligations under the Transaction, in whole and not in part, to any Affiliate of Lehman Brothers Holdings Inc. (“Holdings”) effective upon delivery to Party B of the full

unconditional guarantee by Holdings, in favor of Party B, of the obligations of such Affiliate; provided however, that Party A may not assign its rights and obligations under the Transaction if such assignment would result in an (i) Party B being required to pay to the assignee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such assignment or (ii) Party B receiving a payment from which an amount has been withheld or deducted, on account of a Tax under Section 2(d)(i) in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment, unless the assignee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such withholding or deduction. 

Binding Contract:

This Confirmation, as supplemented by the Confirmation Pricing Supplement, is a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the General Obligations Law of New York (the “General Obligations Law”); (ii) the Confirmation Pricing Supplement constitutes a “confirmation in writing sufficient to indicate that a contract has been made between the parties” hereto, as set forth in Section 5-701(b)(3)(b) of the General Obligations Law; and (iii) this Confirmation constitutes a prior “written contract” as set forth in Section 5-701(b)(1)(b) of the General Obligations Law, and each party hereto intends and agrees to be bound by this Confirmation, as supplemented by the Confirmation Pricing Supplement.  Party A and Party B further agree and acknowledge that this Confirmation, as supplemented by the Confirmation Pricing Supplement, constitutes a contract “for the sale or purchase of a security”, as set forth in Section 8-113 of the Uniform Commercial Code of New York.

Governing Law:

The laws of the State of New York, without reference to choice of law doctrine.

Termination Currency:

USD

Waiver of Trial By Jury:

Insofar as is permitted by law, each party irrevocably waives any and all rights to trial by jury in any legal proceeding in connection with the Transaction, and acknowledges that this waiver is a material inducement to the other party’s entering into the Transaction hereunder.

Calculation Agent:

Lehman Brothers Inc.

All determinations made by the Calculation Agent shall be made in good faith and in a commercially reasonable manner. Following any calculation by the Calculation Agent hereunder, upon a written request by Party B, the Calculation Agent will provide to Party B by e-mail to the e-mail address provided by Party B in such a prior written request a report displaying in reasonable detail the basis for such calculation. 

Yours sincerely,

Accepted and agreed to:

By:

/s/  Robert E. Guglielmo          

By:

/s/  Carol A. DeNale          

Name:

Robert E. Guglielmo

Name:

Carol A. DeNale

Title:

Senior Vice President

Title:

Vice President & Treasurer

1.

Hedging Price:

USD [                  ]

2.

Maximum Shares A:

3.

Maximum Shares B:

4.

Minimum Shares A:

5.

Minimum Shares B:

6.

First day of Trading Period:

 [__________ __], 2007

Yours sincerely,

Accepted and agreed to:

By:

By:

Name:

Name:

Title:

Title: