EXHIBIT 24.1

POWER OF ATTORNEY

     WHEREAS, CVS CORPORATION, a Delaware corporation (“CVS”), proposes to file with the Securities and Exchange Commission a Registration Statement on Form S-4 (the “Registration Statement”) relating to shares of CVS common stock which will be issued in connection with the proposed merger of a Twain MergerSub Corp., a Delaware corporation and wholly-owned subsidiary of CVS, and Caremark Rx, Inc., a Delaware corporation.

     NOW, THEREFORE, the undersigned hereby appoints Thomas M. Ryan and David B. Rickard, and each of them, as attorney-in-fact and agent, with power to act without the other and with full power of substitution and re-substitution, for the undersigned, for the purpose of executing and filing such Registration Statement and any amendment thereto (including any post-effective amendment), hereby giving said attorney-in-fact full authority to perform all acts necessary thereto as fully as the undersigned could do if personally present and hereby ratifying all that said attorney-in-fact may lawfully do, have done or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this POWER OF ATTORNEY prior to the filing of the above-referenced Registration Statement.

 /s/ David W. Dorman

David W. Dorman

Director

 /s/ Thomas P. Gerrity

Thomas P. Gerrity

Director

 /s/ Marian L. Heard

Marian L. Heard

Director

 /s/ William H. Joyce

William H. Joyce

Director

 /s/ Terrence Murray

Terrence Murray

Director

 /s/ Sheli Z. Rosenberg

Sheli Z. Rosenberg

Director

 /s/ Thomas M. Ryan

Thomas M. Ryan

Chairman of the Board, President

and Chief Executive Officer

 /s/ Richard J. Swift

Richard J. Swift

Director

 /s/ Alfred J. Verrecchia

Alfred J. Verrecchia

Director

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