Question

Response

What is our
goal?  Why did
we do this deal?

 •                  Our success will be gauged by how we look two to three years down the road – we must look like more than just Caremark plus AdvancePCS.  We want to go beyond a simple combination of the two companies to position ourselves to be a major health solutions provider.  The deal provides the capabilities and financial flexibility to accomplish this goal.

When will the
management
team be
selected?

•                  We are not focusing on “who will run what” and we will not make decisions until we get FTC clearance at the earliest.

How will the new
organization be
determined?

•                  As part of the integration process, the integration team will take the lead in assembling facts, understanding our options, evaluating pros and cons, and proposing alternatives for decisions.

Question

Response

When will I know
what will happen
to me?

•                  For the majority of Caremark and AdvancePCS employees, life will be unaffected for the foreseeable future.  For others, we will communicate a selection process and timing when we get closer to regulatory approval.  We do know two things – that we will be committed to getting the best people from both organization into the right jobs in the new company, and we are committed to fairness in those selections.

What principles &
criteria will guide
decisions on
integration?

•                  First, we will not do anything that is disruptive to customers.  We want to sustain, if not increase, our service levels during this transition. Second, we want to do things “the right way”, consistent with our commitment to integrity and compliance.  Third, we will be fair, open, and fact-based in all decisions.

How will we
choose which
approach will we
use when the two
companies differ?

•                  The integration teams have been asked to formulate fact-based recommendations to support decisions about the best approach for the new company.  In some cases the best approach will be from one of the two companies, whereas in other cases a new approach not found in either company may  be required.

Question

Response

When will the
merger be
finalized?

•                  We don’t know.  The timing will be driven by the pace and depth of regulatory review.  We are planning in anticipation of closing in the first or second quarter of 2004, but that is only a guess at this stage.  All rumors of closing dates are only rumors since the timing is out of our hands.

Parties external to
the company have
asked what
changes can they
expect.  What do I
tell them?

•                  Tell them no decisions have been made.  At the appropriate time, communications to external parties will take place.

Who can I ask for
more information?

•                  There are Q&A mailboxes set up on e-mail (integration.questions @Caremark.com; integration.questions @AdvancePCS.com).  Answers to frequently asked questions will be posted on our respective intranet sites.  Please do not ask integration team members for information – all have signed confidentiality agreements and your questions could put them in a difficult position.

Question

Response

Where will the
headquarters be?
Will we be closing
any sites? Will I be
asked to relocate?

•                  Caremark’s headquarters have moved to Nashville from Birmingham.  At present this move affects a limited number of senior people. No decisions have been made with respect to other sites or relocations, but we do expect to be a geographically dispersed organization leveraging the existing AdvancePCS and Caremark sites

What will be the
name of the new
company?  Will
multiple brands be
maintained?

•                  The name of the new company will be Caremark Rx.  No decisions have been made about branding underneath the Caremark umbrella.

Will we change
computer
systems?

•                  We will not make changes in application systems and business processes disruptive to clients.  Any potential change will be carefully evaluated for its impact during the integration planning process.

Question

Response

As an
AdvancePCS
employee, what
will happen to my
health and welfare
benefits?

•                  As part of the transaction we have committed to maintain existing health and welfare plans for a period of the shorter December 31, 2004, or six months after close.  Beyond that, no decisions have been made.