<Page>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

================================================================================

                                 CVS CORPORATION

                                   as Issuer,


                                       AND


                              THE BANK OF NEW YORK

                                   as Trustee


                                   ----------

                                    INDENTURE

                          Dated as of November 4, 2002

                                   ----------


                        3 7/8% NOTES DUE NOVEMBER 1, 2007

================================================================================

<Page>

                              CROSS-REFERENCE TABLE

<Table>
<Caption>
TRUST INDENTURE
ACT SECTION                                                                 INDENTURE SECTION
<S>                                                                         <C>
310  (a)(1).............................................................    7.10
     (a)(2).............................................................    7.10
     (a)(3).............................................................    N/A
     (a)(4).............................................................    N/A
     (a)(5).............................................................    7.10
     (b)................................................................    7.10
     (c)................................................................    N/A
311  (a)................................................................    7.11
     (b)................................................................    7.11
     (c)................................................................    N/A
312  (a)................................................................    2.05
     (b)................................................................    10.03
     (c)................................................................    10.03
313  (a)................................................................    N/A
     (b)(i).............................................................    N/A
     (b)(2).............................................................    7.06
     (c)................................................................    7.06
     (d)................................................................    7.06
314  (a)................................................................    7.03
     (b)................................................................    N/A
     (c)(1).............................................................    10.04
     (c)(2).............................................................    10.04
     (c)(3).............................................................    N/A
     (d)................................................................    N/A
     (e)................................................................    10.05
     (f)................................................................    N/A
315  (a)................................................................    7.01
     (b)................................................................    7.05; 10.02
     (c)................................................................    7.01
     (d)................................................................    7.01
     (e)................................................................    6.11
316  (a)(1)(A)..........................................................    6.05
     (a)(1)(B)..........................................................    6.04
     (a)(2).............................................................    N/A
     (b)................................................................    6.07
317  (a)(1).............................................................    6.08
     (a)(2).............................................................    6.09
     (b)................................................................    2.04
318  (a)................................................................    10.01
     (b)................................................................    N/A
     (c)................................................................    10.01
</Table>

      NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to
be part of the Indenture.

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                 PAGE
<S>                                                                                                <C>
PARTIES.............................................................................................1

RECITALS OF CVS.....................................................................................1

Article I DEFINITIONS AND INCORPORATION BY REFERENCE................................................1

    Section 1.01   Definitions......................................................................1
    Section 1.02   Other Definitions................................................................6
    Section 1.03   Incorporation by Reference of Trust Indenture Act................................6
    Section 1.04   Rules of Construction............................................................6

Article II THE NOTES................................................................................7

    Section 2.01   Form and Dating..................................................................7
    Section 2.02   Execution and Authentication.....................................................8
    Section 2.03   Registrar and Paying Agent.......................................................9
    Section 2.04   Paying Agent to Hold Money In Trust..............................................9
    Section 2.05   Lists of Holders of Notes........................................................9
    Section 2.06   Transfer and Exchange............................................................9
    Section 2.07   Replacement Notes...............................................................13
    Section 2.08   Outstanding Notes...............................................................13
    Section 2.09   Temporary Notes and Certificated Notes..........................................14
    Section 2.10   Cancellation....................................................................14
    Section 2.11   Defaulted Interest..............................................................15
    Section 2.12   CUSIP Number....................................................................15

Article III REDEMPTION.............................................................................15

    Section 3.01   Notices to Trustee..............................................................15
    Section 3.02   Selection of Notes to be Redeemed...............................................15
    Section 3.03   Notice of Redemption............................................................16
    Section 3.04   Effect of Notice of Redemption..................................................16
    Section 3.05   Deposit of Redemption Price.....................................................16
    Section 3.06   Notes Redeemed in Part..........................................................17

Article IV COVENANTS...............................................................................17

    Section 4.01   Payment of Principal, Premium and Interest......................................17
    Section 4.02   Maintenance of Office or Agency.................................................17
    Section 4.03   SEC Reports.....................................................................17
    Section 4.04   Restrictions on Secured Funded Debt.............................................18
    Section 4.05   Limitation on Sale/Leaseback Transactions.......................................19
    Section 4.06   Compliance Certificates.........................................................20
    Section 4.07   Further Instruments and Acts....................................................21
    Section 4.08   Calculation of Original Issue Discount..........................................21

Article V SUCCESSORS...............................................................................21

    Section 5.01   When the Company May Merge, Consolidate or Dispose of Assets....................21
    Section 5.02   Successor Company Substituted...................................................22

Article VI DEFAULTS AND REMEDIES...................................................................22
</Table>

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<Table>
<S>                                                                                                <C>
    Section 6.01   Events of Default...............................................................22
    Section 6.02   Acceleration....................................................................23
    Section 6.03   Other Remedies..................................................................23
    Section 6.04   Waiver of Past Defaults.........................................................23
    Section 6.05   Control by Majority.............................................................24
    Section 6.06   Limitation On Suits.............................................................24
    Section 6.07   Unconditional Right of Holders of Notes to Receive Payment......................24
    Section 6.08   Collection Suit by Trustee......................................................24
    Section 6.09   Trustee May File Proofs of Claim................................................25
    Section 6.10   Priorities......................................................................25
    Section 6.11   Undertaking for Costs...........................................................25
    Section 6.12   Waiver of Stay, Extension and Usury Laws........................................25

Article VII TRUSTEE................................................................................26

    Section 7.01   Duties of Trustee...............................................................26
    Section 7.02   Rights of Trustee...............................................................27
    Section 7.03   Individual Rights of Trustee....................................................27
    Section 7.04   Trustee's Disclaimer............................................................28
    Section 7.05   Notice of Default...............................................................28
    Section 7.06   Reports by Trustee to Holders of Notes..........................................28
    Section 7.07   Compensation and Indemnity......................................................28
    Section 7.08   Replacement of Trustee..........................................................29
    Section 7.09   Successor Trustee by Merger, Etc................................................30
    Section 7.10   Eligibility; Disqualification...................................................30
    Section 7.11   Preferential Collection of Claims Against the Company...........................30

Article VIII DISCHARGE OF INDENTURE; DEFEASANCE....................................................30

    Section 8.01   Discharge of Liability on Notes; Defeasance.....................................30
    Section 8.02   Conditions to Defeasance........................................................31
    Section 8.03   Application of Trust Money......................................................32
    Section 8.04   Repayment to the Company........................................................32
    Section 8.05   Indemnity for Government Obligations............................................32
    Section 8.06   Reinstatement...................................................................32

Article IX AMENDMENT, SUPPLEMENT AND WAIVER........................................................32

    Section 9.01   Without Consent of Holders of Notes.............................................32
    Section 9.02   With Consent of Holders of Notes................................................33
    Section 9.03   Compliance with Trust Indenture Act.............................................34
    Section 9.04   Revocation and Effect of Consents and Waivers...................................34
    Section 9.05   Notation On or Exchange of Notes................................................34
    Section 9.06   Trustee to Sign Amendments, Etc.................................................35

Article X MISCELLANEOUS............................................................................35

    Section 10.01  Trust Indenture Act Controls....................................................35
    Section 10.02  Notices.........................................................................35
    Section 10.03  Communication by Holders of Notes with Other Holders of Notes...................36
    Section 10.04  Certificate and Opinion as to Conditions Precedent..............................36
    Section 10.05  Statements Required in Certificate or Opinion...................................36
    Section 10.06  Rules by Trustee and Agents.....................................................37
    Section 10.07  No Personal Liability of Directors, Officers, Employees, Incorporators and
                   Stockholders....................................................................37
    Section 10.08  Governing Law...................................................................37
    Section 10.09  No Adverse Interpretation of Other Agreements...................................37
    Section 10.10  Successors......................................................................37
</Table>

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<Table>
    <S>                                                                                            <C>
    Section 10.11  Severability....................................................................37
    Section 10.12  Counterpart Originals...........................................................37
    Section 10.13  Table of Contents, Headings, Etc................................................37
</Table>

EXHIBIT A--Form of Initial Note
EXHIBIT B--Form of Exchange Note

<Page>

                INDENTURE, dated as of November 4, 2002, between CVS Corporation
(the "Company"), a corporation duly organized and existing under the laws of the
State of Delaware, and The Bank of New York, a New York banking corporation, as
trustee (the "TRUSTEE").

                             RECITALS OF THE COMPANY

                The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance of the Company's 3 7/8% Notes Due
November 1, 2007 issuable as provided in this Indenture. All things necessary to
make this Indenture a valid agreement of the Company, in accordance with its
terms, have been done, and the Company has done all things necessary to make the
Notes, when executed by the Company and authenticated and delivered by the
Trustee hereunder and duly issued by the Company, the valid obligations of the
Company as hereinafter provided.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                For and in consideration of the premises and the purchase of the
Notes by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Notes, as follows:

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01    DEFINITIONS.

                "AFFILIATE" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

                "AGENT" means any Registrar, Paying Agent or co-registrar.

                "ATTRIBUTABLE DEBT" means, in connection with any sale and
leaseback transaction under which either the Company or any Restricted
Subsidiary is at the time liable as lessee for a term of more than 12 months and
at any date as of which the amount thereof is to be determined, the lesser of
(A) total net obligations of the lessee for rental payments during the remaining
term of the lease discounted from the respective due dates thereof to such
determination date at a rate per annum equivalent to the greater of (i) the
weighted average Yield to Maturity of the Notes, such average being weighted by
the principal amount of the Notes and (ii) the interest rate inherent in such
lease (as determined in good faith by the Company), both to be compounded
semi-annually or (B) the sale price for the assets so sold and leased multiplied
by a fraction the numerator of which is the remaining portion of the base term
of the lease included in such transaction and the denominator or which is the
base term of the lease.

                "BANKRUPTCY LAW" means title 11, U.S. Code, or any similar
federal or state law for the relief of debtors.

                "BOARD OF DIRECTORS" means the Board of Directors of the Company
or any committee thereof duly authorized to act on behalf of such Board of
Directors.

                "BUSINESS DAY" means each day which is not a Legal Holiday.

                                        1
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                "CAPITAL LEASE OBLIGATIONS" means with respect to any Person any
obligation which is required to be classified and accounted for as a capital
lease on the face of a balance sheet of such Person prepared in accordance with
GAAP; the amount of such obligation shall be the capitalized amount thereof,
determined in accordance with GAAP; and the Stated Maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior
to the first date upon which such lease may be terminated by the lessee without
payment of a penalty.

                "CAPITAL STOCK" means with respect to any Person any and all
shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in such Person (however designated), including
any preferred stock, but excluding debt securities convertible into or
exchangeable for such equity.

                "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

                "CONSOLIDATED NET TANGIBLE ASSETS" means, at any date, the total
assets appearing on the most recent consolidated balance sheet of the Company
and its Restricted Subsidiaries as at the end of the fiscal quarter of the
Company ending not more than 135 days prior to such date, prepared in accordance
with U.S. generally accepted accounting principles, less (i) all current
liabilities (due within one year) as shown on such balance sheet, (ii)
investments in and advances to Unrestricted Subsidiaries and (iii) Intangible
Assets and liabilities relating thereto.

                "CORPORATE TRUST OFFICE OF THE TRUSTEE" means the principal
office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at 101 Barclay Street,
Floor 8 West, New York, New York 10286, Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders or the Company, or the principal corporate trust
office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the Company).

                "CUSTODIAN" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

                "DEFAULT" means any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

                "DEPOSITARY" means The Depository Trust Company, its nominees
and their respective successors.

                "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934,
as amended.

                "EXCHANGE NOTES" means the 3 7/8% Notes Due November 1, 2007 to
be issued pursuant to this Indenture in connection with a Registered Exchange
Offer pursuant to the Registration Rights Agreement.

                "FUNDED DEBT" means (i) any Indebtedness of the Company or a
Restricted Subsidiary maturing more than 12 months after the time of computation
thereof, (ii) guarantees of Funded Debt or of dividends of others (except
guarantees in connection with the sale or discount of accounts receivable, trade
acceptances and other paper arising in the ordinary course of business), (iii)
in the case of any Restricted Subsidiary, all preferred stock having mandatory
redemption provisions of such Restricted Subsidiary as reflected on such
Restricted Subsidiary's balance sheet prepared in accordance with U.S. generally
accepted accounting principles, and (iv) all Capital Lease Obligations.

                "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Issue Date, including those set
forth (i) in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants; (ii) statements and
pronouncements of the Financial Accounting Standards Board; (iii) in such other
statements by such other

                                        2
<Page>

entity as approved by a significant segment of the accounting profession; and
(iv) the rules and regulations of the SEC governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports
required to be filed pursuant to Section 13 of the Exchange Act, including
opinions and pronouncements in staff accounting bulletins and similar written
statements from the accounting staff of the SEC.

                "HOLDER" means the Person in whose name a Note is registered on
the Note Register.

                "INDEBTEDNESS" means, at any date, without duplication, all
obligations for borrowed money of the Company or a Restricted Subsidiary.

                "INDENTURE" means this Indenture, as amended, supplemented or
otherwise modified from time to time in accordance with the terms hereof.

                "INITIAL NOTES" means the 3 7/8% Notes Due November 1, 2007
issued under this Indenture on or about the date hereof.

                "INITIAL PURCHASERS" means (i) Credit Suisse First Boston
Corporation, J.P. Morgan Securities Inc., Bear Stearns & Co. Inc. and Morgan
Stanley & Co. Incorporated in respect of the Initial Notes, and (ii) the initial
purchasers of additional notes.

                "INTANGIBLE ASSETS" means, at any date, the value, as shown on
or reflected in the most recent consolidated balance sheet of the Company and
its Restricted Subsidiaries as at the end of the fiscal quarter of the Company
ending not more than 135 days prior to such date, prepared in accordance with
generally accepted accounting principles of: (i) all trade names, trademarks,
licenses, patents, copyrights, service marks, goodwill and other like
intangibles; (ii) organizational and development costs; (iii) deferred charges
(other than prepaid items, such as insurance, taxes, interest, commissions,
rents, pensions, compensation and similar items and tangible assets being
amortized); and (iv) unamortized debt discount and expense, less unamortized
premium.

                "ISSUE DATE" means the date on which the Initial Notes are
originally issued.

                "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which
banking institutions in The City of New York, in the city of the Corporate Trust
Office of the Trustee or at a place of payment are authorized by law, regulation
or executive order to remain closed. If a payment date is a Legal Holiday,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

                "LIENS" means such pledges, mortgages, security interests and
other liens on any Principal Property of the Company or a Restricted Subsidiary
which secure Secured Debt.

                "NONRECOURSE OBLIGATION" means indebtedness or lease payment
obligations substantially related to (i) the acquisition of assets not
previously owned by the Company or any Restricted Subsidiary or (ii) the
financing of a project involving the development or expansion of properties of
Company or any Restricted Subsidiary, as to which the obligee with respect to
such indebtedness or obligation has no recourse to the Company or any Restricted
Subsidiary or any assets of the Company or any Subsidiary other than the assets
which were acquired with the proceeds of such transaction or the project
financed with the proceeds of such transaction (and the proceeds thereof).

                "NOTES" means the Initial Notes, the Exchange Notes, the Private
Exchange Notes, and any other 3 7/8% Notes due November 1, 2007 issued after the
Issue Date in accordance with clause (3) of the fourth paragraph of Section 2.02
treated as a single class of securities for all purposes, including voting, as
amended or supplemented from time to time in accordance with the terms hereof,
that are issued pursuant to this Indenture.

                                        3
<Page>

                "NOTES CUSTODIAN" means the custodian with respect to a Global
Note (as appointed by the Depositary), or any successor person thereto and shall
initially be the Trustee.

                "OFFICER" means with respect to any Person the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, Controller, Secretary or any Vice
President of such Person.

                "OFFICERS' CERTIFICATE" means a certificate signed on behalf of
the Company by two Officers of the Company.

                "OPINION OF COUNSEL" means a written opinion from legal counsel,
who may be an employee of or counsel to the Company.

                "PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof or any other entity.

                "PRINCIPAL PROPERTY" means real and tangible property owned and
operated now or hereafter by the Company or any Restricted Subsidiary
constituting a part of any store, warehouse or distribution center located
within the United States of America or its territories or possessions (excluding
current assets, motor vehicles, mobile materials-handling equipment and other
rolling stock, cash registers and other point-of-sale recording devices and
related equipment and data processing and other office equipment), the net book
value of which (including leasehold improvements and store fixtures constituting
a part of such store, warehouse or distribution center) as of the date on which
the determination is being made is more than 1.0% of Consolidated Net Tangible
Assets.

                "PRIVATE EXCHANGE" means the offer by the Company, pursuant to
the Registration Rights Agreement, to the Initial Purchasers to issue and
deliver to the Initial Purchasers, in exchange for the Initial Notes held by the
Initial Purchasers as part of their initial distribution, a like aggregate
principal amount of Private Exchange Notes.

                "PRIVATE EXCHANGE NOTES" means the 3 7/8% Notes Due November 1,
2007 to be issued pursuant to this Indenture in connection with a Private
Exchange effected pursuant to the Registration Rights Agreement.

                "REGISTERED EXCHANGE OFFER" means an offer by the Company,
pursuant to the Registration Rights Agreement, to certain Holders of Initial
Notes, to issue and deliver to such Holders, in exchange for the Initial Notes,
a like aggregate principal amount of Exchange Notes registered under the
Securities Act.

                "REGISTRATION RIGHTS AGREEMENT" means (i) the Registration
Rights Agreement dated October 30, 2002 among the Company and the Initial
Purchasers or (ii) any registration rights agreement entered into in connection
with the issuance of additional notes following the Issue Date.

                "RESPONSIBLE OFFICER" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary,
assistant treasurer, trust officer or any other officer of the Trustee who
customarily performs functions similar to those performed by the Persons who at
the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Indenture.

                "RESTRICTED SUBSIDIARY" means each Subsidiary of the Company
other than Unrestricted Subsidiaries.

                                        4
<Page>

                "SEC" means the U.S. Securities and Exchange Commission.

                "SECURED DEBT" means Funded Debt which is secured by any pledge
of, or mortgage, security interest or other lien on any (i) Principal Property
(whether owned on the date of the Indenture or thereafter acquired or created),
(ii) shares of stock owned by the Company or a Subsidiary in a Restricted
Subsidiary or (iii) Indebtedness of a Restricted Subsidiary.

                "SECURITIES ACT" means the U.S. Securities Act of 1933, as
amended.

                "SHELF REGISTRATION STATEMENT" means the registration statement
issued by the Company in connection with the offer and sale of Notes (other than
Exchange Notes), pursuant to the Registration Rights Agreement.

                "STATED MATURITY" means with respect to any security the date
specified in such security as the fixed date on which the principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).

                "SUBSIDIARY" means any corporation of which at least a majority
of the outstanding stock, which under ordinary circumstances (not dependent upon
the happening of a contingency) has voting power to elect a majority of the
board of directors of such corporation (or similar management body), is owned
directly or indirectly by the Company or by one or more Subsidiaries of the
Company, or by the Company and one or more Subsidiaries.

                "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

                "TRANSFER RESTRICTED NOTES" means Definitive Notes and Notes
that bear or are required to bear the legend set forth in Section 2.06(d).

                "TRUSTEE" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture, and
thereafter such term shall mean such successor serving hereunder.

                "U.S. GOVERNMENT OBLIGATIONS" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer's option.

                "UNRESTRICTED SUBSIDIARY" means Subsidiaries designated as
Unrestricted Subsidiaries from time to time by the Board or Directors of the
Company; PROVIDED, HOWEVER, that the Board of Directors of the Company (i) will
not designate as an Unrestricted Subsidiary any Subsidiary of the Company that
owns any Principal Property or any stock of a Restricted Subsidiary, (ii) will
not continue the designation of any Subsidiary of the Company as an Unrestricted
Subsidiary at any time that such Subsidiary owns any Principal Property, and
(iii) will not, nor will it cause or permit any Restricted Subsidiary to,
transfer or otherwise dispose of any Principal Property to any Unrestricted
Subsidiary (unless such Unrestricted Subsidiary will in connection therewith be
redesignated as a Restricted Subsidiary and any pledge, mortgage, security
interest or other lien arising in connection with any Indebtedness or such
Unrestricted Subsidiary so redesignated does not extend to such Principal
Property (unless the existence of such pledge, mortgage, security interest or
other lien would otherwise be permitted under this Indenture)).

                "WHOLLY OWNED SUBSIDIARY" means a Restricted Subsidiary all the
Capital Stock of which is owned by the Company or another Wholly Owned
Subsidiary.

                                        5
<Page>

Section 1.02    OTHER DEFINITIONS.

                                                       Defined in
                Term                                   Article/section
                ----                                   ---------------

                "AGENT MEMBERS"                        Section 2.01
                "COVENANT DEFEASANCE"                  Section 8.01
                "DEFAULT AMOUNT"                       Section 6.02
                "DEFINITIVE NOTES"                     Section 2.01
                "EVENT OF DEFAULT"                     Section 6.01
                "GLOBAL NOTE"                          Section 2.01
                "IAI"                                  Section 2.01
                "LEGAL DEFEASANCE"                     Section 8.01
                "NOTE REGISTER"                        Section 2.03
                "PAYING AGENT"                         Section 2.03
                "PURCHASE AGREEMENT"                   Section 2.01
                "QIB"                                  Section 2.01
                "REGISTRAR"                            Section 2.03
                "REGULATION S"                         Section 2.01
                "RULE 144A"                            Section 2.01
                "SALE AND LEASEBACK TRANSACTION"       Section 4.05
                "SUCCESSOR COMPANY"                    Section 5.01

Section 1.03    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

                Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                The following TIA terms used in this Indenture have the
following meanings:

      (i) "INDENTURE SECURITIES" means the Notes;

     (ii) "INDENTURE SECURITY HOLDER" means a Noteholder;

    (iii) "INDENTURE TO BE QUALIFIED" means this Indenture;

     (iv) "INDENTURE TRUSTEE" or "institutional trustee" means the Trustee; and

      (v) "OBLIGOR" upon the Notes means the Company and any successor obligor
          upon the Notes.

                All other terms used in this Indenture that are (i) defined by
the TIA; (ii) defined by TIA reference to another statute; or (iii) defined by
SEC rule under the TIA have the meanings so assigned to them.

Section 1.04    RULES OF CONSTRUCTION.

                Unless the context otherwise requires:

      (i) a term has the meaning assigned to it;

     (ii) an accounting term not otherwise defined has the meaning assigned to
          it in accordance with GAAP;

    (iii) the word "or" shall not be deemed to be exclusive;

                                        6
<Page>

     (iv) words in the singular include the plural, and words in the plural
          include the singular;

      (v) provisions apply to successive events and transactions; and

     (vi) "herein," "hereof" and other words of similar import refer to this
          Indenture as a whole and not to any particular Article, Section or
          other subdivision.

                                   ARTICLE II

                                    THE NOTES

Section 2.01    FORM AND DATING.

                The Initial Notes and any additional notes issued in
transactions exempt from registration under the Securities Act and the Trustee's
certificate of authentication shall be substantially in the form of EXHIBIT A
hereto, the terms of which are incorporated in and made a part of this
Indenture. The Exchange Notes, the Private Exchange Notes and the Trustee's
certificate of authentication shall be substantially in the form of EXHIBIT B,
which is hereby incorporated by reference and expressly made a part of this
Indenture. The Notes may have such notations, legends or endorsements approved
as to form by the Company and required, as applicable, by law, stock exchange
rule, agreements to which the Company is subject and/or usage. Each Note shall
be dated the date of its authentication. The Notes shall be issuable only in
denominations of $1,000 and integral multiples thereof. The terms of the Notes
set forth in EXHIBIT A and EXHIBIT B are part of the terms of this Indenture.

                The Initial Notes are being offered and sold by the Company
pursuant to a Purchase Agreement, dated October 30, 2002, among the Company and
the Initial Purchasers (the "PURCHASE AGREEMENT").

     (a)    GLOBAL NOTES. Notes offered and sold to a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act) (a "QIB") in reliance
on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in
the form of one or more permanent global securities in definitive form without
interest coupons (the "Restricted Global Note") deposited with the Trustee as
custodian for the Depositary and registered in the name of Cede & Co., as
nominee for the Depositary. Notes offered and sold to certain persons in
offshore transactions in reliance on Regulation S under the Securities Act
("Regulation S") shall be issued initially in the form of one or more permanent
global securities in registered form without interest coupons (the "Regulation S
Global Note," and together with the Restricted Global Note, the "Global Notes")
which will be deposited with the Trustee as custodian for the Depositary for the
respective accounts of the DTC participants for Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear System ("Euroclear"),
and Clearstream Banking SA ("Clearstream") and registered in the name of Cede &
Co., as nominee for the Depositary. The Global Notes shall have the global Note
legend and the restricted Note legend set forth in Exhibit A hereto. The
Restricted Global Note shall be deposited on behalf of the purchasers of the
Initial Notes represented thereby with the Trustee, as custodian for the
Depositary (or with such other custodian as the Depositary may direct), and
registered in the name of the Depositary or a nominee of the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The Regulation S Global Note will be deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided; PROVIDED that upon such deposit all such
Notes shall be credited to or through accounts maintained by the Depositary by
or on behalf of Euroclear or Clearstream. The aggregate principal amount of the
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee as hereinafter
provided.

                                        7
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     (b)    BOOK-ENTRY PROVISIONS. This Section 2.01(b) shall apply only to the
Global Notes deposited with or on behalf of the Depositary.

                The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(b), authenticate and deliver initially Global Notes that
(i) shall be registered in the name of the Depositary or the nominee of the
Depositary and (ii) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instructions or held by the Trustee as custodian
for the Depositary.

                Members of, or participants in, the Depositary ("AGENT MEMBERS")
shall have no rights under this Indenture with respect to the Global Note held
on their behalf by the Depositary or by the Trustee as the custodian of the
Depositary or under such Global Note, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or impair, as between
the Depositary and its Agent Members, the operation of customary practices of
such Depositary governing the exercise of the rights of a holder of a beneficial
interest in the Global Note.

     (c)    CERTIFICATED NOTES. Except as provided Section 2.06 or 2.09, owners
of beneficial interests in the Global Note will not be entitled to receive
physical delivery of certificated Notes ("DEFINITIVE NOTES"). Definitive Notes
will bear the restricted securities legend set forth on Exhibit A unless removed
in accordance with Section 2.06(d).

Section 2.02    EXECUTION AND AUTHENTICATION.

                Two Officers of the Company shall sign the Notes for the Company
by manual or facsimile signature.

                If an Officer whose signature is on a Note no longer holds that
office at the time such Note is authenticated, such Note shall be valid
nevertheless.

                A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature of the Trustee shall be conclusive
evidence that a Note has been authenticated in accordance with the terms of this
Indenture.

                The Trustee, upon a written order of the Company signed by two
Officers of the Company, shall authenticate and deliver (1) Initial Notes for
original issue in an aggregate principal amount not to exceed $300,000,000, (2)
Exchange Notes or Private Exchange Notes for issue only in a Registered Exchange
Offer or a Private Exchange, respectively, pursuant to the Registration Rights
Agreement, for a like principal amount of Initial Notes, and (3) additional
Notes for original issue after the Issue Date (such Notes to be substantially in
the form of Exhibits A or B, as the case may be) in the amounts specified by the
Company in such written order (and if in the form of Exhibit A or B, as the case
may be, the same principle amount of Exchange Notes or Private Exchange Notes in
exchange therefor upon consummation of registered exchange offer) in each case
upon a written order of the Company signed by two Officers or by an Officer and
either an Assistant Treasurer or an Assistant Secretary of the Company. Such
order shall specify the amount of the Notes to be authenticated, the date on
which the original issue of Notes is to be authenticated, whether the Notes are
to be Initial Notes, Exchange Notes, Private Exchange Notes or Notes issued
pursuant to clause (3) above, and the aggregate principal amount of Notes
outstanding on the date of authentication.

                The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate the Notes. Unless limited by the terms of such
appointment, any such authenticating agent may authenticate the Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such authenticating agent of the Trustee. An

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authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

Section 2.03    REGISTRAR AND PAYING AGENT.

                The Company shall maintain (i) an office or agency where the
Notes may be presented for registration of transfer or for exchange (including
any co-registrar, the "REGISTRAR"); and (ii) an office or agency where the Notes
may be presented for payment ("PAYING AGENT"). The Registrar shall keep a
register of the Holders of Notes and of the transfer and exchange of such Notes
(the "NOTE REGISTER"). The Company may appoint one or more co-registrars and one
or more additional paying agents. The term "Paying Agent" shall include any such
additional paying agent. The Company may change any Paying Agent, Registrar or
co-registrar without prior notice to any Holder of a Note. The Company shall
notify the Trustee and the Trustee shall notify the Holders of the Notes of the
name and address of any Agent not a party to this Indenture. The Company or any
of its domestically incorporated Wholly Owned Subsidiaries may act as Paying
Agent, Registrar or co-registrar. The Company shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture, which shall
incorporate the provisions of the TIA. Any such agency agreement shall implement
the provisions of this Indenture that relate to such Agent. If the Company fails
to maintain a Registrar or Paying Agent, or fails to give the foregoing notice,
the Trustee shall act as such, as appropriate, and shall be entitled to
appropriate compensation in accordance with Section 7.07.

                The Company initially appoints the Trustee as Registrar, Paying
Agent and agent for service of notices and demands in connection with the Notes.

Section 2.04    PAYING AGENT TO HOLD MONEY IN TRUST.

                On or prior to each due date of the principal of, premium, if
any, and interest on any Note, the Company shall deposit with the Paying Agent a
sum sufficient to pay such principal, premium, if any, and interest when so
becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of the Holders of the Notes or the Trustee all money held by the Paying
Agent for the payment of principal of, premium, if any, and interest on the
Notes, and shall notify the Trustee of any Default by the Company in making any
such payment. While any such Default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company) shall have no
further liability for the money delivered to the Trustee. If the Company acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders of the Notes all money held by it as Paying Agent.

Section 2.05    LISTS OF HOLDERS OF NOTES.

                The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders of Notes. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least three Business Days before each interest payment
date and at such other times as the Trustee may request in writing a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders of Notes, including the aggregate principal amount
of Notes held by each such Holder of Notes.

Section 2.06    TRANSFER AND EXCHANGE.

     (a)    TRANSFER AND EXCHANGE OF DEFINITIVE NOTES. Definitive Notes shall be
issued in registered form and shall be transferable only upon the surrender of
Definitive Notes for registration of transfer. When Definitive Notes are
presented to the Registrar with a request to register the transfer or to
exchange them for an equal principal amount of Definitive Notes of other
denominations, the Registrar shall register the

                                        9
<Page>

transfer or make the exchange if its requirements for such transactions are met;
PROVIDED, HOWEVER, that any Definitive Notes presented or surrendered for
registration of transfer or exchange:

      (i) shall be duly endorsed or accompanied by a written instruction of
          transfer in form satisfactory to the Registrar and the Trustee duly
          executed by the Holder thereof or by his attorney duly authorized in
          writing; and

     (ii) are being transferred or exchanged pursuant to an effective
          registration statement under the Securities Act, pursuant to Section
          2.06(b) or pursuant to clause (A), (B) or (C) below, and are
          accompanied by the following additional information and documents, as
          applicable:

       (A)  if such Definitive Notes are being delivered to the Registrar by a
            Holder for registration in the name of such Holder, without
            transfer, a certification from such Holder to that effect (in the
            form set forth on the reverse of the Note); or

       (B)  if such Definitive Notes are being transferred to the Company a
            certification to that effect (in the form set forth on the reverse
            of the Note); or

       (C)  if such Definitive Notes are being transferred pursuant to an
            exemption from registration in accordance with Rule 144 or
            Regulation S under the Securities Act: (i) a certificate to that
            effect (in the form set forth on the reverse of the Note), and (ii)
            if the Company or the Registrar so requests, evidence reasonably
            satisfactory to them as to the compliance with the restrictions set
            forth in the legend set forth in Section 2.06(d)(i).

     (b)    RESTRICTIONS ON TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL
INTEREST IN A GLOBAL NOTE. A Definitive Note may not be exchanged for a
beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Trustee, together with:

      (i) certification, in the form set forth on the reverse of the Note, that
          such Definitive Note is being transferred to a QIB in accordance with
          Rule 144A under the Securities Act or to a non-U.S. person in
          accordance with Rule 904 under the Securities Act; and

     (ii) written instructions directing the Trustee to make, or to direct the
          Notes Custodian to make, an adjustment on its books and records with
          respect to such Global Note to reflect an increase in the aggregate
          principal amount of the Notes represented by the Global Note,

then the Trustee shall cancel such Definitive Note and cause, or direct the
Notes Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Notes Custodian, the
aggregate principal amount of Notes represented by the Global Note to be
increased accordingly. If no Global Note is then outstanding, the Company shall
issue and the Trustee shall authenticate, upon written order of the Company in
the form of an Officers' Certificate, a new Global Note in the appropriate
principal amount.

     (c)    TRANSFER AND EXCHANGE OF GLOBAL NOTES.

      (i) The transfer and exchange of a Global Note or beneficial interests
          therein shall be effected through the Depositary, in accordance with
          this Indenture (including applicable restrictions on transfer set
          forth herein, if any) and the procedures of the Depositary therefor,
          if applicable.

     (ii) Notwithstanding any other provisions of this Indenture (other than the
          provisions set forth in Section 2.09), a Global Note may not be
          transferred as a whole except by the Depositary to a nominee of the
          Depositary or by a nominee of the Depositary to the Depositary or
          another nominee of the Depositary or by the Depositary or any such
          nominee to a successor Depositary or a nominee of such successor
          Depositary.

                                       10
<Page>

    (iii) In the event that a Global Note is exchanged for Notes in definitive
          form pursuant to Section 2.09, prior to the consummation of a
          Registered Exchange Offer or the effectiveness of a Shelf Registration
          Statement with respect to such Notes, such Notes may be exchanged only
          in accordance with such procedures as are substantially consistent
          with the provisions of this Section 2.06 (including the certification
          requirements set forth on the reverse of the Initial Notes intended to
          ensure that such transfers comply with Rule 144A or Regulation S, as
          the case may be) and such other procedures as may from time to time be
          adopted by the Company.

     (d)    LEGEND.

      (i) Except as permitted by the following paragraphs (ii) and (iii) each
          Note certificate evidencing a Global Note and Definitive Notes (and
          all Notes issued in exchange therefor or substitution thereof) shall
          bear a legend in substantially the following form:

                "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
        TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES
        ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND UNDER APPLICABLE
        STATE SECURITIES LAWS, AND THIS NOTE MAY NOT BE OFFERED, SOLD OR
        OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
        APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY
        NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
        FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
        144A THEREUNDER.

                THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY
        THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
        TRANSFERRED, ONLY (i) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
        A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
        SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
        (ii) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
        SECURITIES ACT, (iii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR
        (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
        SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iv) IN ACCORDANCE WITH ANY
        APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B)
        THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
        PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN
        (A) ABOVE."

                When set forth on a Definitive Note, the legend will include the
following additional words:

                "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
        REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
        SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
        COMPLIES WITH THE FOREGOING RESTRICTIONS."

     (ii) Upon any sale or transfer of a Transfer Restricted Note (including any
          Transfer Restricted Note represented by the Global Note) pursuant to
          Rule 144 under the Securities Act:

       (A)  in the case of any Transfer Restricted Note that is a Definitive
            Note, the Registrar shall permit the Holder thereof to exchange
            such Transfer Restricted Note for a certificated Note that does not
            bear the legend set forth above and rescind any restriction on the
            transfer of such Transfer Restricted Note;

                                       11
<Page>

       (B)  in the case of any Transfer Restricted Note that is represented by
            a Global Note, the Registrar shall, subject to approval by the
            Company, permit the Holder thereof to request the issuance of a
            certificated Note that does not bear the legend set forth above and
            rescind any restrictions on the transfer of such Transfer
            Restricted Note, if the sale or exchange was made in reliance on
            Rule 144 and the Holder certifies to that effect in writing to the
            Registrar (such certification to be in the form set forth on the
            reverse of the Note).

    (iii) After a transfer of any Initial Notes or Private Exchange Notes
          pursuant to and during the period of the effectiveness of a Shelf
          Registration Statement with respect to such Initial Notes or Private
          Exchange Notes, as the case may be, all requirements pertaining to
          legends on such Initial Note or such Private Exchange Note will cease
          to apply, the requirements requiring any such Initial Note or such
          Private Exchange Note issued to certain Holders be issued in global
          form will cease to apply, and a certificated Initial Note or Private
          Exchange Note without legends will be available (subject to Section
          2.09) to the transferee of the Holder of such Initial Notes or Private
          Exchange Notes or upon receipt of directions to transfer such Holder's
          interest in a Global Note, as applicable.

     (iv) Upon the consummation of a Registered Exchange Offer with respect to
          the Initial Notes pursuant to which Holders of such Initial Notes are
          offered Exchange Notes in exchange for their Initial Notes, all
          requirements pertaining to such Initial Notes that Initial Notes
          issued to certain Holders be issued in global form will cease to apply
          and certificated Initial Notes with the restricted securities legend
          set forth in Exhibit A hereto will be available to Holders of such
          Initial Notes that do not exchange their Initial Notes and Exchange
          Notes in certificated form will be available (subject to Section 2.09)
          to Holders that exchange such Initial Notes in such Registered
          Exchange Offer.

      (v) Upon the consummation of a Private Exchange with respect to the
          Initial Notes pursuant to which Holders of such Initial Notes are
          offered Private Exchange Notes in exchange for their Initial Notes,
          all requirements pertaining to such Initial Notes that Initial Notes
          issued to certain holders be issued in global form will still apply,
          and Private Exchange Notes in global form with the restricted
          securities legend set forth in Exhibit A hereto will be available to
          Holders that exchange such Initial Notes in such Private Exchange.

     (e)    CANCELLATION OR ADJUSTMENT OF GLOBAL NOTE. At such time as all
beneficial interests in a Global Note has either been exchanged for certificated
Notes, redeemed, repurchased or canceled, such Global Note shall be returned to
the Depositary for cancellation or retained and canceled by the Trustee. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for certificated Notes, redeemed, repurchased or canceled, the
principal amount of Notes represented by such Global Note shall be reduced and
an adjustment shall be made by the Trustee or the Notes Custodian to reflect
such reduction on the books and records of the Notes Custodian for such Global
Note with respect to such Global Note.

     (f)    OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF NOTES.

      (i) To permit registration of transfers and exchanges, the Company shall
          execute and the Trustee shall authenticate certificated Notes,
          Definitive Notes and the Global Note at the Registrar's or
          co-registrar's request.

     (ii) The Company may require payment of a sum sufficient to pay all taxes,
          assessments or other governmental charges in connection with any
          transfer or exchange pursuant to this Section 2.06.

    (iii) The Company shall not be required to make and the Registrar or
          co-registrar need not register transfers or exchanges of certificated
          or Definitive Notes selected for redemption (except, in the case of
          any Definitive Note to be redeemed in part, the portion thereof not to
          be redeemed), or any Notes for a period of 15 days before a selection
          of Notes to be redeemed or 15 days before an interest payment date.

                                       12
<Page>

     (iv) Prior to the due presentation for registration of transfer of any
          Note, the Company, the Trustee, the Paying Agent, the Registrar or any
          co-registrar may deem and treat the person in whose name a Note is
          registered as the absolute owner of such Note for the purpose of
          receiving payment of principal of and interest on such Note and for
          all other purposes whatsoever, whether or not such Note is overdue,
          and none of the Company, the Trustee, the Paying Agent, the Registrar
          or any co-registrar shall be affected by notice to the contrary.

      (v) All Notes issued upon any transfer or exchange pursuant to the terms
          of this Indenture will evidence the same debt and will be entitled to
          the same benefits under this Indenture as the Notes surrendered upon
          such transfer or exchange.

     (g)    NO OBLIGATION OF THE TRUSTEE.

      (i) The Trustee shall have no responsibility or obligation to any
          beneficial owner in a Global Note, a member of, or a participant in
          the Depositary or other Person with respect to the accuracy of the
          records of the Depositary or its nominee or of any participant or
          member thereof, with respect to any ownership interest in the Notes or
          with respect to the delivery to any participant, member, beneficial
          owner or other Person (other than the Depositary) of any notice
          (including any notice of redemption) or the payment of any amount,
          under or with respect to such Notes. All notices and communications to
          be given to the Holders and all payments to be made to Holders under
          the Notes shall be given or made only to or upon the order of the
          registered Holders (which shall be the Depositary or its nominee in
          the case of a Global Note). The rights of beneficial owners in a
          Global Note shall be exercised only through the Depositary subject to
          the applicable rules and procedures of the Depositary. The Trustee may
          rely and shall be fully protected in relying upon information
          furnished by the Depositary with respect to its members, participants
          and any beneficial owners.

     (ii) The Trustee shall have no obligation or duty to monitor, determine or
          inquire as to compliance with any restrictions on transfer imposed
          under this Indenture or under applicable law with respect to any
          transfer of any interest in any Note (including any transfers between
          or among Depositary participants, members or beneficial owners in a
          Global Note) other than to make any required delivery of such
          certificates and other documentation or evidence as are expressly
          required by, and to do so if and when expressly required by, the terms
          of this Indenture, and to examine the same to determine substantial
          compliance as to form with the express requirements hereof.

Section 2.07    REPLACEMENT NOTES.

                If any mutilated Note is surrendered to the Trustee, or the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee
shall authenticate a replacement Note if the Company's and the Trustee's
reasonable requirements for the replacements of Notes are met. If required by
the Trustee or the Company, an indemnity bond shall be supplied by the Holder
that is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent or any authenticating agent from any loss which
any of them may suffer if a Note is replaced.

                Every replacement Note shall be an obligation of the Company.

Section 2.08    OUTSTANDING NOTES.

                The Notes outstanding at any time are all the Notes
authenticated by the Trustee, except for those canceled by it, those delivered
to it for cancellation and those described in this Section 2.08 as not
outstanding. A Note does not cease to be outstanding because the Company, a
Subsidiary of the Company or an Affiliate of the Company holds such Note.

                                       13
<Page>

                If a Note is replaced pursuant to Section 2.07, it shall cease
to be outstanding unless the Trustee receives proof satisfactory to it that such
replaced Note is held by a bona fide purchaser. A mutilated Note ceases to be
outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.07.

                If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient to
pay all principal and interest payable on that date with respect to the Notes
(or portions thereof) to be redeemed or maturing, as the case may be, and the
Paying Agent is not prohibited from paying such money to the Holders of Notes on
that date pursuant to the terms of this Indenture, then on and after that date
such Notes (or portions thereof) shall cease to be outstanding and interest
thereon shall cease to accrue.

Section 2.09    TEMPORARY NOTES AND CERTIFICATED NOTES.

     (a)    Until definitive Notes are ready for delivery, the Company may
          prepare and the Trustee shall authenticate temporary Notes. Temporary
          Notes shall be substantially in the form of definitive Notes but may
          have such variations as the Company and the Trustee consider
          appropriate for temporary Notes. Without unreasonable delay, the
          Company shall prepare and the Trustee shall authenticate definitive
          Notes in exchange for temporary Notes. Until such exchange, temporary
          Notes shall be entitled to the same rights, benefits and privileges as
          definitive Notes.

     (b)    The Global Notes deposited with the Depositary or with the Trustee
          as custodian for the Depositary pursuant to Section 2.01 shall be
          transferred to the beneficial owners thereof in the form of
          certificated Notes in an aggregate principal amount equal to the
          principal amount of such Global Note, in exchange for such Global
          Note, only if such transfer complies with Section 2.06 and (i) the
          Depositary notifies the Company that it is unwilling or unable to
          continue as Depositary for such Global Note or if at any time such
          Depositary ceases to be a "clearing agency" registered under the
          Exchange Act and a successor depository is not appointed by the
          Company within 90 days of such notice, (ii) an Event of Default has
          occurred and is continuing or (iii) the Company, in its sole
          discretion, notifies the Trustee in writing that it elects to cause
          the issuance of certificated Notes under this Indenture.

     (c)    Any Global Note that is transferable to the beneficial owners
          thereof pursuant to this Section shall be surrendered by the
          Depositary to the Trustee to be so transferred, in whole or from time
          to time in part, without charge, and the Trustee shall authenticate
          and deliver, upon such transfer of each portion of such Global Note,
          an equal aggregate principal amount of Initial Notes of authorized
          denominations. Any portion of the Global Note transferred pursuant to
          this Section shall be executed, authenticated and delivered only in
          denominations of $1,000 and any integral multiple thereof and
          registered in such names as the Depositary shall direct. Any Initial
          Note delivered in exchange for an interest in the Global Note shall,
          except as otherwise provided by Section 2.06(d), bear the restricted
          securities legend set forth in Exhibit A hereto.

     (d)    Subject to the provisions of Section 2.09(c), the registered Holder
          of the Global Note may grant proxies and otherwise authorize any
          person, including agent members, participants and persons that may
          hold interests through agent members, to take any action which a
          Holder is entitled to take under this Indenture or the Notes.

     (e)    In the event of the occurrence of any of the events specified in
          Section 2.09(b), the Company will promptly make available to the
          Trustee a reasonable supply of certificated Notes in definitive, fully
          registered form without interest coupons.

Section 2.10    CANCELLATION.

                The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration

                                       14
<Page>

of transfer, exchange or payment. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation, and shall return such canceled Notes (subject to the record
retention requirement of the Exchange Act), to the Company, upon the written
request of the Company. The Company may not issue new Notes to replace Notes it
has redeemed, paid or delivered to the Trustee for cancellation.

Section 2.11    DEFAULTED INTEREST.

                If the Company defaults in a payment of interest on the Notes,
the Company shall pay such defaulted interest in any lawful manner. The Company
may pay such defaulted interest to the Persons who are Holders of the Notes on a
subsequent special record date, which date shall be at the earliest practicable
date but in all events at least five Business Days prior to the payment date, in
each case at the rate provided in the Notes. The Company shall fix or cause to
be fixed any such special record date and payment date, and, at least 15 days
prior to the special record date, the Company shall mail or cause to be mailed
to each Holder of a Note a notice that states such special record date, such
related payment date and the amount of any such defaulted interest to be paid to
Holders of the Notes.

Section 2.12    CUSIP NUMBER.

                The Company in issuing the Notes may use "CUSIP," "CINS" and
"ISIN" numbers, and, if the Company shall do so, the Trustee shall use such
CUSIP, CINS and ISIN numbers in notices of redemption or exchange as a
convenience to Holders; PROVIDED, HOWEVER, that any such notice may state that
no representation is made as to the correctness or accuracy of such numbers
printed in such notice or on the Notes and that reliance may be placed only on
the other identification numbers printed on the Notes and any such redemption
shall not be effected by any defect in or omission of such numbers. The Company
will notify the Trustee of any change in a CUSIP, CINS or ISIN number. The
Regulation S Global Note and the Restricted Global Note shall be assigned
separate CUSIP numbers.

                                   ARTICLE III

                                   REDEMPTION

Section 3.01    NOTICES TO TRUSTEE.

                If the Company elects to redeem Notes pursuant to paragraph 5 of
the Notes, the Company shall notify the Trustee in writing of the redemption
date, the principal amount of Notes to be redeemed and the paragraph of the
Notes pursuant to which the redemption will occur.

                The Company shall give each notice to the Trustee provided for
in this Section 3.01 at least 30 but not more than 60 days before the redemption
date unless the Trustee consents to a shorter period. Such notice shall be
accompanied by an Officers' Certificate and an Opinion of Counsel from the
Company to the effect that such redemption will comply with the conditions
herein. If fewer than all of the Notes are to be redeemed, the record date
relating to such redemption shall be selected by the Company and given to the
Trustee, which record date shall not be less than 15 days after the date of
notice to the Trustee.

Section 3.02    SELECTION OF NOTES TO BE REDEEMED.

                If fewer than all the Notes are to be redeemed, the Trustee
shall select the Notes to be redeemed pro rata, unless otherwise required by law
or regulation (including regulation of The Depository Trust Company). The
Trustee shall make the selection from outstanding Notes not previously called
for redemption. The Trustee may select for redemption portions of the principal
of Notes that have denominations larger than $1,000. Notes and portions of Notes
the Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000.
Provisions of this Indenture that apply to Notes called for

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redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the Company promptly of the Notes or portions of Notes to be
redeemed.

Section 3.03    NOTICE OF REDEMPTION.

                The Company shall, at least 30 days but not more than 60 days
before a redemption date, mail or cause to be mailed, by first class-mail, a
notice of redemption to each Holder of Notes, that are to be redeemed.

                The notice shall identify the Notes to be redeemed (including
the CUSIP number) and shall state:

      (i) the redemption date;

     (ii) the redemption price,

    (iii) if any Note is being redeemed in part, the portion of the principal
          amount of such Note to be redeemed, and that after the redemption date
          upon surrender of such Note, a new Note or Notes in principal amount
          equal to the unredeemed portion shall be issued;

     (iv) the name and address of the Paying Agent;

      (v) that Notes called for redemption must be surrendered to the Paying
          Agent to collect the redemption price;

     (vi) that, unless the Company defaults in making such redemption payment or
          the Paying Agent is prohibited from making such payment pursuant to
          the terms of this Indenture, interest on Notes called for redemption
          ceases to accrue on and after the redemption date;

    (vii) the paragraph of the Notes and/or the Section of this Indenture
          pursuant to which the Notes called for redemption are being redeemed;
          and

   (viii) that no representation is made as to the correctness or accuracy of
          the CUSIP, CINS or ISIN number, if any, listed in such notice or
          printed on the Notes.

                At the Company's request, at least five Business Days prior to
the date upon which such notice is to be mailed unless the Trustee consents to a
shorter period, the Trustee shall give the notice of redemption in the Company's
name and at the Company's expense. In such event, the Company shall provide the
Trustee with the information required by this Section 3.03.

Section 3.04    EFFECT OF NOTICE OF REDEMPTION.

                Once notice of redemption is mailed in accordance with Section
3.03, Notes called for redemption shall become due and payable on the redemption
date and at the redemption price stated in such notice of redemption. Upon
surrender to the Paying Agent, such Notes shall be paid at the redemption price
stated in such notice of redemption, plus accrued interest to the redemption
date. Failure to give notice to a Holder of a Note or any defect in any notice
shall not affect the validity of any notice to any other Holder of a Note.

Section 3.05    DEPOSIT OF REDEMPTION PRICE.

                On or prior to any redemption date, the Company shall deposit
with the Paying Agent (or, if the Company or a Subsidiary is the Paying Agent,
shall segregate and hold in trust) money sufficient to pay the redemption price
of and accrued interest on all Notes to be redeemed on that date. The Trustee or
the Paying Agent shall promptly return to the Company any money deposited with
the Trustee or the

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Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed on that
date other than Notes or portions of Notes called for redemption which have been
delivered by the Company to the Trustee for cancellation.

Section 3.06    NOTES REDEEMED IN PART.

                Upon surrender of a Note that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder of the Notes (at
the expense of the Company) a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

                                   ARTICLE IV

                                    COVENANTS

Section 4.01    PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                The Company shall duly and punctually pay the principal of (and
premium, if any) and interest on the Notes in accordance with the terms of this
Indenture and the Notes. Interest on the Notes will be computed on the basis of
a 360-day year comprised of twelve 30-day months.

Section 4.02    MAINTENANCE OF OFFICE OR AGENCY.

                The Company shall maintain an office or agency (which may be an
office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar)
where Notes may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Company shall give prompt written notice to
the Trustee of the location, and any change in such location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

                The Company also from time to time may designate one or more
additional offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and from time to time may rescind any such
designation; PROVIDED, HOWEVER, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
for such purposes. The Company shall give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any
such other office or agency.

Section 4.03    SEC REPORTS.

                Whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, the Company will deliver to the Trustee,
within 15 days after it is or would have been required to file with the SEC, and
to furnish to the Holders of the Notes thereafter (i) all quarterly and annual
financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information only, a
report thereon by the Company's certified independent accountants and (ii) all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports. In addition, whether or not
required by the rules and regulations of the SEC, at any time after the Company
files a registration statement in connection with the Registered Exchange Offer
or a Shelf Registration Statement, the Company will file a copy of all such
information and reports listed in clause (i) and clause (ii) above with the SEC
for public availability and make such information available to securities
analysts and prospective investors upon request. The Company will also comply
with the provisions of TIA Section 314(a).

                                       17
<Page>

                Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

Section 4.04    RESTRICTIONS ON SECURED FUNDED DEBT.

                The Company will not, nor will it permit any Restricted
Subsidiary to, incur, issue, assume, guarantee or create any Secured Debt,
without effectively providing concurrently with the incurrence, issuance,
assumption, guaranty or creation of any such Secured Debt that the Notes
(together with, if the Company shall so determine, any other Indebtedness of the
Company or such Restricted Subsidiary then existing or thereafter created which
is not subordinated to the Notes) will be secured equally and ratably with (or
prior to) such Secured Debt, unless, after giving effect thereto, the sum of the
aggregate amount of all outstanding Secured Debt of the Company and its
Restricted Subsidiaries together with all Attributable Debt in respect of sale
and leaseback transactions relating to a Principal Property (with the exception
of Attributable Debt which is excluded pursuant to clauses (i) to (viii) of
Section 4.05), would not exceed 15% of Consolidated Net Tangible Assets;
PROVIDED, HOWEVER, that this Section 4.04 shall not apply to, and there shall be
excluded from Secured Debt in any computation under this Section 4.04 and under
Section 4.05, Indebtedness, secured by:

      (i) Liens on property, shares of Capital Stock or Indebtedness of any
          corporation existing at the time such corporation becomes a
          Subsidiary;

     (ii) Liens on property, shares of Capital Stock or Indebtedness existing at
          the time of acquisition thereof or incurred within 360 days of the
          time of acquisition thereof (including, without limitation,
          acquisition through merger or consolidation) by the Company or any
          Restricted Subsidiary;

    (iii) Liens on property, shares of Capital Stock or Indebtedness thereafter
          acquired (or constructed) by the Company or any Restricted Subsidiary
          and created prior to, at the time of, or within 360 days (or
          thereafter if such Lien is created pursuant to a binding commitment
          entered into prior to, at the time of or within 360 days) after such
          acquisition (including, without limitation, acquisition through merger
          or consolidation) (or the completion of such construction or
          commencement of commercial operation of such property, whichever is
          later) to secure or provide for the payment of all or any part of the
          purchase price (or the construction price) thereof;

     (iv) Liens in favor of the Company or any Restricted Subsidiary;

      (v) Liens in favor of the United States of America, any State thereof or
          the District of Columbia or any foreign government, or any agency,
          department or other instrumentality thereof, to secure partial,
          progress, advance or other payments pursuant to any contract or
          provisions of any statute;

     (vi) Liens incurred or assumed in connection with the issuance of revenue
          bonds the interest on which is exempt from Federal income taxation
          pursuant to Section 103(b) of the Internal Revenue Code;

    (vii) Liens securing the performance of any contract or undertaking not
          directly or indirectly in connection with the borrowing of money, the
          obtaining of advances or credit or the securing of Indebtedness, if
          made and continuing in the ordinary course of business;

   (viii) Liens incurred (no matter when created) in connection with the
          Company's or a Restricted Subsidiary's engaging in leveraged or
          single-investor lease transactions; PROVIDED, HOWEVER, that

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<Page>

          the instrument creating or evidencing any borrowings secured by such
          Lien will provide that such borrowings are payable solely out of the
          income and proceeds of the property subject to such Lien and are not a
          general obligation of the Company or such Restricted Subsidiary;

     (ix) Liens in favor of a governmental agency to qualify the Company or any
          Restricted Subsidiary to do business, maintain self insurance or
          obtain other benefits, or Liens under workers' compensation laws,
          unemployment insurance laws or similar legislation;

      (x) good faith deposits in connection with bids, tenders, contracts or
          deposits to secure public or statutory obligations of the Company or
          any Restricted Subsidiary, or deposits of cash or obligations of the
          United States of America to secure surety and appeal bonds to which
          the Company or any Restricted Subsidiary is a party or in lieu of such
          bonds, or pledges or deposits for similar purposes in the ordinary
          course of business;

     (xi) Liens imposed by law, such as laborers' or other employees',
          carriers', warehousemen's, mechanics', materialmen's and vendors'
          Liens;

    (xii) Liens arising out of judgments or awards against the Company or any
          Restricted Subsidiary with respect to which the Company or such
          Restricted Subsidiary at the time shall be prosecuting an appeal or
          proceedings for review or Liens arising out of individual final
          judgments or awards in amounts of less than $1,000,000; PROVIDED that
          the aggregate amount of all such individual final judgments or awards
          shall not at any one time exceed $1,000,000;

   (xiii) Liens for taxes, assessments, governmental charges or levies not yet
          subject to penalties for nonpayment or the amount or validity of which
          is being in good faith contested by appropriate proceedings by the
          Company or any Restricted Subsidiary, as the case may be;

    (xiv) minor survey exceptions, minor encumbrances, easements or reservations
          of, or rights of others for, rights of way, sewers, electric lines,
          telegraph and telephone lines and other similar purposes, or zoning or
          other restrictions or Liens as to the use of real properties, which
          Liens, exceptions, encumbrances, easements, reservations, rights and
          restrictions do not, in the opinion of the Company, in the aggregate
          materially detract from the value of said properties or materially
          impair their use in the operation of the business of the Company and
          its Restricted Subsidiaries;

     (xv) Liens incurred to finance all or any portion of the cost of
          construction, alteration or repair of any Principal Property or
          improvements thereto created prior to or within 360 days (or
          thereafter if such Lien is created pursuant to a binding commitment to
          lend entered into prior to, at the time of, or within 360 days) after
          completion of such construction, alteration or repair;

    (xvi) Liens existing on the date of the Indenture;

   (xvii) Liens created in connection with a project financed with, and created
          to secure, a Nonrecourse Obligation; or

  (xviii) any extension, renewal, refunding or replacement of the foregoing;
          PROVIDED that (i) such extension, renewal, refunding or replacement
          Lien shall be limited to all or a part of the same property that
          secured the Lien extended, renewed, refunded or replaced (plus
          improvements on such property) and (ii) the Funded Debt secured by
          such Lien at such time is not increased.

Section 4.05    LIMITATION ON SALE/LEASEBACK TRANSACTIONS.

                The Company will not, nor will it permit any Restricted
Subsidiary to, enter into any arrangement with any Person providing for the
leasing by the Company or any Restricted Subsidiary of any Principal Property of
the Company or any Restricted Subsidiary (which lease is required by GAAP to be

                                       19
<Page>

capitalized on the balance sheet of such lessee), which Principal Property has
been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such person (a "SALE AND LEASEBACK TRANSACTION") unless, after
giving effect thereto, the aggregate amount of all Attributable Debt with
respect to all such Sale and Leaseback Transactions plus all Secured Debt (with
the exception of Funded Debt secured by Liens which is excluded pursuant to
clauses (i) to (xviii) of Section 4.04) would not exceed 15% of Consolidated Net
Tangible Assets. This covenant will not apply to, and there will be excluded
from Attributable Debt in any computation under Section 4.04 or this Section
4.05, Attributable Debt with respect to any sale and leaseback transaction if:

      (i) the Company or a Restricted Subsidiary is permitted to create Funded
          Debt secured by a Lien pursuant to clauses (i) to (xviii) of Section
          4.04 on the Principal Property to be leased, in an amount equal to the
          Attributable Debt with respect to such Sale and Leaseback Transaction,
          without equally and ratably securing the Notes;

     (ii) the property leased pursuant to such arrangement is sold for a price
          at least equal to such property's fair market value (as determined by
          the Chief Executive Officer, the President, the Chief' Financial
          Officer, the Treasurer or the Controller of the Company) and the
          Company or a Restricted Subsidiary, within 360 days after the sale or
          transfer shall have been made by the Company or a Restricted
          Subsidiary, shall apply the proceeds thereof to the retirement of
          Indebtedness or Funded Debt of the Company or any Restricted
          Subsidiary (other than Indebtedness or Funded Debt owed by the Company
          or any Restricted Subsidiary); PROVIDED, HOWEVER, that no retirement
          referred to in this clause (ii) may be effected by payment at maturity
          or pursuant to any mandatory sinking fund payment provision of
          Indebtedness or Funded Debt;

    (iii) the Company or a Restricted Subsidiary applies the net proceeds of the
          sale or transfer of the Principal Property leased pursuant to such
          transaction to the purchase of assets (and the cost of construction
          thereof) within 360 days prior or subsequent to such sale or transfer;

     (iv) the effective date of any such arrangement or the purchaser's
          commitment therefor is within 36 months prior or subsequent to the
          acquisition of the Principal Property (including, without limitation,
          acquisition by merger or consolidation) or the completion of
          construction and commencement of operation thereof (which, in the case
          of a retail store, is the date of opening to the public), whichever is
          later;

      (v) the lease in such Sale and Leaseback Transaction is for a term,
          including renewals, of not more than three years;

     (vi) the Sale and Leaseback Transaction is entered into between the Company
          and a Restricted Subsidiary or between Restricted Subsidiaries,

    (vii) the lease secures or relates to industrial revenue or pollution
          control bonds; or

   (viii) the lease payment is created in connection with a project financed
          with, and such obligation constitutes, a Nonrecourse Obligation.

Section 4.06    COMPLIANCE CERTIFICATES.

                The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year, beginning December 31, 2001, an Officers'
Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such Officers'
Certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of

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Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action each is taking or proposes
to take with respect thereto). The Company shall also comply with TIA Section
314(a)(4).

Section 4.07    FURTHER INSTRUMENTS AND ACTS.

                Upon request of the Trustee, the Company will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.

Section 4.08    CALCULATION OF ORIGINAL ISSUE DISCOUNT.

                If any Notes shall be issued with original issue discount for
U.S. federal income tax purposes, then the Company shall file with the Trustee
promptly at the end of each calendar year in which such Notes (the "OID NOTES")
are outstanding:

      (i) a written notice specifying the amount of original issue discount
          (including daily rates and accrual periods) accrued on outstanding the
          OID Notes as of the end of such year; and

     (ii) such other specific information relating to such original issue
          discount as may then be relevant under the Code.

                                    ARTICLE V

                                   SUCCESSORS

Section 5.01    WHEN THE COMPANY MAY MERGE, CONSOLIDATE OR DISPOSE OF ASSETS.

                The Company shall not consolidate with, merge with or into, or
sell, convey, transfer, lease or otherwise dispose of all or substantially all
of its property and assets (as an entirety or substantially as an entirety in
one transaction or a series of related transactions) to, any Person (other than
a consolidation with or merger with or into a Restricted Subsidiary or a sale,
conveyance, transfer, lease or other disposition to a Restricted Subsidiary) or
permit any Person to merge with or into the Company unless:

      (i) either (a) the Company shall be the continuing Person (the "Successor
          Company") or (b) the Successor Company (if other than the Company)
          formed by such consolidation or into which the Company is merged or
          that acquired or leased such property and assets of the Company shall
          be a corporation organized and validly existing under the laws of the
          United States of America or any jurisdiction thereof and shall
          expressly assume, by a supplemental indenture, executed and delivered
          to the Trustee, all of the obligations of the Company under the Notes
          and this Indenture, and the Company shall have delivered to the
          Trustee an Opinion of Counsel stating that such consolidation, merger
          or transfer and such supplemental indenture complies with this
          provision and that all conditions precedent provided for in this
          Indenture relating to such transaction have been complied with and
          that such supplemental indenture constitutes the legal, valid and
          binding obligation of the Company or such successor enforceable
          against such entity in accordance with its terms, subject to customary
          exceptions; and

     (ii) the Company shall have delivered to the Trustee an Officers'
          Certificate to the effect that immediately after giving effect to such
          transaction, no Default shall have occurred and be continuing and an
          opinion of counsel as to the matters set forth in paragraph (i) above.

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Section 5.02    SUCCESSOR COMPANY SUBSTITUTED.

                The Successor Company shall be the successor to the Company and
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture, but the predecessor Person in the case of
a conveyance, transfer or lease shall not be released from the obligation to pay
the principal of and interest on the Notes.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

Section 6.01    EVENTS OF DEFAULT.

                Each of the following shall constitute an "EVENT OF DEFAULT":

      (i) the Company defaults in the payment of all or any part of the
          principal of the Notes when the same becomes due and payable at
          maturity, upon acceleration, redemption or mandatory repurchase,
          including as a sinking fund installment, or otherwise;

     (ii) the Company defaults in the payment of any interest on the Notes when
          the same becomes due and payable, and such default continues for a
          period of 30 days;

    (iii) the Company defaults in the performance of or breaches any other
          covenant or agreement of the Company in the Indenture and such default
          or breach continues for a period of 60 consecutive days after written
          notice thereof has been given to the Company by the Trustee or to the
          Company and the Trustee by the Holders of 25% or more in aggregate
          principal amount of the Notes;

     (iv) an involuntary case or other proceeding shall be commenced against the
          Company with respect to the Company or its debts under any bankruptcy,
          insolvency or other similar law now or hereafter in effect seeking the
          appointment or a trustee, receiver, liquidator, custodian or other
          similar official of the Company or for any substantial part of the
          property and assets of the Company, and such involuntary case or other
          proceeding shall remain undismissed and unstayed for a period of 60
          days; or an order for relief shall be entered against the Company
          under any bankruptcy, insolvency or other similar law now or hereafter
          in effect;

      (v) the Company (1) commences a voluntary case under any applicable
          bankruptcy, insolvency or other similar law now or hereafter in
          effect, or consents to the entry of an order for relief in an
          involuntary case under any such law, (2) consents to the appointment
          of or taking possession by a receiver, liquidator, assignee,
          custodian, trustee, sequestrator or similar official of the Company or
          for all or substantially all of the property and assets of the Company
          or (3) effects any general assignment for the benefit of creditors;

     (vi) an event of default as defined in any one or more indentures or
          instruments evidencing or under which the Company has at the date of
          this Indenture or shall thereafter have outstanding an aggregate of at
          least $25,000,000 aggregate principal amount of indebtedness for
          borrowed money, shall happen and be continuing and such indebtedness
          shall have been accelerated so that the same shall be or become due
          and payable prior to the date on which the same would otherwise have
          become due and payable and such acceleration shall not be rescinded or
          annulled within ten days after notice thereof shall have been given to
          the Company by the Trustee (if such event be known to it), or to the
          Company and the Trustee by the Holders of at least 25% in aggregate
          principal amount of the Notes at the time outstanding; PROVIDED that
          if such event of default under such indentures or instruments shall be
          remedied or cured by the Company or waived by the holders of such
          indebtedness, then the Event of Default under this clause (vi) shall

                                       22
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          be deemed likewise to have been thereupon remedied, cured or waived
          without further action upon the part of either the Trustee or any of
          the Holders; and

    (vii) failure by the Company to make any payment at maturity, including any
          applicable grace period, in respect of at least $25,000,000 aggregate
          principal amount of indebtedness for borrowed money and such failure
          shall have continue for a period of ten days after notice thereof
          shall have been given to the Company by the Trustee (if such event be
          known to it), or to the Company and the Trustee by the Holders of at
          least 25% in aggregate principal amount of the Notes at the time
          outstanding; PROVIDED that if such failure shall be remedied or cured
          by the Company or waived by the holders of such indebtedness, then the
          Event of Default under this clause (vii) shall be deemed likewise to
          have been thereupon remedied, cured or waived without further action
          upon the part of either the Trustee or any of the Holders.

                The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, an Officers' Certificate of any Event of Default
pursuant to clause (iii), clause (iv), clause (v), clause (vi), or clause (vii)
and any event which with the giving of notice or the lapse of time would become
an Event of Default, its status and what action the Company is taking or
proposes to take in respect thereof.

Section 6.02    ACCELERATION.

                If an Event of Default occurs and is continuing, then, and in
each and every such case, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Notes then outstanding by notice in writing
to the Company (and to the Trustee if given by Holders), may declare the entire
principal amount of all Notes, and the interest accrued thereon, if any, to be
immediately due and payable (collectively, the "DEFAULT AMOUNT"). Upon such a
declaration, the Default Amount shall be due and payable immediately.
Notwithstanding the foregoing, in case of an Event of Default specified in
clause (iv) or clause (v) of Section 6.01, then the principal amount of all the
Notes then outstanding and interest accrued thereon, if any, shall be and become
immediately due and payable, without any notice or other action by any Holder or
the Trustee to the full extent permitted by applicable law. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

Section 6.03    OTHER REMEDIES.

                If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes and this Indenture.

                The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any such Notes in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon any Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in such Event of Default. No
remedy shall be exclusive of any other remedy. All remedies shall be cumulative
to the extent permitted by law.

Section 6.04    WAIVER OF PAST DEFAULTS.

                Holders of at least a majority in principal amount of the
outstanding Notes, by notice to the Trustee, may waive an existing Default or
Event of Default and its consequences, except (i) a Default in

                                       23
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the payment of principal of or interest on any Note as specified in clauses (i)
or (ii) of Section 6.01 or (ii) a Default in respect of a covenant or provision
that under Section 9.02 cannot be modified or amended without the consent of the
Holder of each outstanding Note affected. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured, for every purpose of this Indenture, but no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any right consequent thereto.

Section 6.05    CONTROL BY MAJORITY.

                Holders of at least a majority in aggregate principal amount of
the outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee by this Indenture; PROVIDED that the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, that,
subject to Section 7.01 may involve the Trustee in personal liability, or that
the Trustee determines in good faith may be unduly prejudicial to the rights of
Holders not joining in the giving of such direction; and PROVIDED FURTHER that
the Trustee may take any other action it deems proper that is not inconsistent
with any directions received from Holders of Notes pursuant to this
Section 6.05.

Section 6.06    LIMITATION ON SUITS.

                No Holder of any Notes may institute any proceeding, judicial or
otherwise, with respect to this Indenture or the Notes, or for the appointment
of a receiver or trustee, or for any other remedy under this Indenture, unless:

      (i) such Holder has previously given to the Trustee written notice of a
          continuing Event of Default;

     (ii) the Holders of at least 25% in aggregate principal amount of
          outstanding Notes shall have made written request to the Trustee to
          institute proceedings in respect of such Event of Default in its own
          name as Trustee under the Indenture;

    (iii) such Holder or Holders have offered to the Trustee indemnity
          reasonably satisfactory to the Trustee against any costs, liabilities
          or expenses to be incurred in compliance with such request;

     (iv) the Trustee for 60 days after its receipt of such notice, request and
          offer of indemnity has failed to institute any such proceeding; and

      (v) during such 60-day period, the Holders of a majority in aggregate
          principal amount of the outstanding Notes have not given the Trustee a
          direction that is inconsistent with such written request.

                A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over such other Holder.

Section 6.07    UNCONDITIONAL RIGHT OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

                Notwithstanding any other provision of this Indenture, the right
of any Holder of a Note to receive payment of principal, premium, if any, and
interest on such Note, on or after the respective due dates expressed in such
Note, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of any
such Holder of a Note.

Section 6.08    COLLECTION SUIT BY TRUSTEE.

                If an Event of Default specified in Section 6.01(i) or Section
6.01(ii) occurs and is continuing, the Trustee may recover judgment in its own
name and as trustee of an express trust against the Company for the entire
amount then due and owing, plus the amounts provided for in Section 7.07.

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Section 6.09    TRUSTEE MAY FILE PROOFS OF CLAIM.

                The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Holders of the Notes allowed in any judicial proceedings
relative to the Company, the Company's creditors or the Company's property, and,
unless prohibited by law or applicable regulations, may vote on behalf of the
Holders of Notes in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder of a Note to make payments to the Trustee,
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Notes, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due to Trustee under
Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder of a Note
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder of a Note thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder of a Note in any such proceeding.

Section 6.10    PRIORITIES.

                If the Trustee collects any money pursuant to this Article VI,
it shall pay out the money in the following order:

      (i) FIRST: to the Trustee for amounts due to it under Section 7.07;

     (ii) SECOND: to Holders of Notes for amounts due and unpaid on the Notes
          for principal, premium, if any, and interest, ratably, without
          preference or priority of any kind, according to the amounts due and
          payable on the Notes for principal, premium, if any, and interest,
          respectively; and

    (iii) THIRD: to the Company.

                The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11    UNDERTAKING FOR COSTS.

                In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 shall not apply to a suit by the Trustee, a suit by
a Holder of a Note pursuant to Section 6.07, or a suit by Holders of more than
10% in principal amount of the Notes then outstanding.

Section 6.12    WAIVER OF STAY, EXTENSION AND USURY LAWS.

                The Company (to the extent that it may lawfully do so) shall not
at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and shall not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

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                                   ARTICLE VII

                                     TRUSTEE

Section 7.01    DUTIES OF TRUSTEE.

     (a)    If an Event of Default of which a Responsible Officer of the Trustee
          is aware has occurred and is continuing, the Trustee shall exercise
          such of the rights and powers vested in it by this Indenture, and use
          the same degree of care and skill in their exercise, as a prudent man
          would exercise or use under the circumstances in the conduct of his
          own affairs.

     (b)    Except during the continuance of an Event of Default of which a
          Responsible Officer of the Trustee is aware:

      (i)  the duties of the Trustee shall be determined solely by the express
           provisions of this Indenture and the Trustee need perform only those
           duties that are specifically set forth in this Indenture and no
           others; and

     (ii)  in the absence of bad faith on its part, the Trustee may conclusively
           rely, as to the truth of the statements and the correctness of the
           opinions expressed therein, upon certificates or opinions furnished
           to the Trustee and conforming to the requirements of this Indenture.
           However, the Trustee shall examine the certificates and opinions to
           determine whether or not they conform to the requirements of this
           Indenture (but need not confirm or investigate the accuracy of the
           mathematical calculations or other facts stated therein).

     (c)    The Trustee shall not be relieved from liabilities for its own
          negligent action, its own negligent failure to act, or its own willful
          misconduct or bad faith, except that:

      (i)  this paragraph does not limit the effect of paragraph (b) of this
           Section 7.01;

     (ii)  the Trustee shall not be liable for any error of judgment made in
           good faith by a Responsible Officer, unless it is proved that the
           Trustee was negligent in ascertaining the pertinent facts; and

    (iii)  the Trustee shall not be liable with respect to any action taken or
           omitted to be taken by it in good faith in accordance with a
           direction received by it pursuant to Section 6.05.

     (d)    Whether or not therein expressly so provided, every provision of
          this Indenture that in any way relates to the Trustee is subject to
          paragraph (a), paragraph (b) and paragraph (c) of this Section 7.01.

     (e)    No provision of this Indenture shall require the Trustee to expend
          or risk its own funds or otherwise incur financial liability in the
          performance of any of its duties hereunder or in the exercise of any
          of its rights or powers, if the Trustee shall have reasonable grounds
          to believe that repayment of such funds or adequate indemnity against
          such risk or liability is not reasonably assured to it.

     (f)    The Trustee shall not be liable for interest on any money received
          by it except as the Trustee may agree in writing with the Company.

     (g)    Money held in trust by the Trustee need not be segregated from other
          funds except to the extent required by law.

     (h)    Every provision of this Indenture relating to the conduct or
          affecting the liability of or affording protection to the Trustee
          shall be subject to the provisions of this Section 7.01 and to the
          provisions of the TIA.

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Section 7.02    RIGHTS OF TRUSTEE.

     (a)    The Trustee may conclusively rely and shall be protected in acting
          or refraining from acting upon any document reasonably believed by it
          to be genuine and to have been signed or presented by the proper
          Person. The Trustee need not investigate any fact or matter stated in
          any such document.

     (b)    Before the Trustee acts or refrains from taking any act, the Trustee
          may require an Officers' Certificate or an Opinion of Counsel or both.
          The Trustee shall not be liable for any action taken or omitted to be
          taken by it in good faith in reliance on such Officers' Certificate or
          such Opinion of Counsel.

     (c)    The Trustee may act through agents and shall not be responsible for
          the misconduct or negligence of any agent; PROVIDED, HOWEVER, that any
          such agent is appointed by the Trustee with due care.

     (d)    The Trustee shall not be liable for any action taken or omitted to
          be taken by it in good faith which it reasonably believes to be
          authorized or within its rights or powers conferred upon it by this
          Indenture; PROVIDED, HOWEVER, that the Trustee's conduct does not
          constitute negligence, willful misconduct or bad faith.

     (e)    The Trustee may consult with counsel of its selection, and the
          advice or opinion of counsel with respect to legal matters shall be
          full and complete authorization and protection from liability in
          respect to any action taken, omitted or suffered by the Trustee
          hereunder in good faith and in accordance with the advice or opinion
          of such counsel.

     (f)    the Trustee shall not be deemed to have notice of any Default or
          Event of Default unless a Responsible Officer of the Trustee has
          actual knowledge thereof or unless written notice of any event which
          is in fact such a default is received by the Trustee at the Corporate
          Trust Office of the Trustee, and such notice references the Notes and
          this Indenture.

     (g)    the rights, privileges, protections, immunities and benefits given
          to the Trustee, including, without limitation, its right to be
          indemnified, are extended to, and shall be enforceable by, the Trustee
          in each of its capacities hereunder, and to each agent, custodian and
          other Person employed to act hereunder.

     (h)    the Trustee may request that the Company deliver an Officers'
          Certificate setting forth the names of individuals and/or titles of
          officers authorized at such time to take specified actions pursuant to
          this Indenture, which Officers' Certificate may be signed by any
          person authorized to sign an Officers' Certificate, including any
          person specified as so authorized in any such certificate previously
          delivered and not superceded.

Section 7.03    INDIVIDUAL RIGHTS OF TRUSTEE.

                The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights as it would have if the Trustee
were not the Trustee hereunder. However, in the event the Trustee acquires any
conflicting interest in accordance with the TIA it must eliminate such
conflicting interest within 90 days, apply to the SEC for permission to continue
as Trustee or resign. Any Paying Agent, Registrar or co-registrar may do the
same with like rights. The Trustee shall at all times remain subject to Section
7.10 and Section 7.11.

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Section 7.04    TRUSTEE'S DISCLAIMER.

                The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes, it
shall not be accountable for the Company's use of the proceeds of the Notes and
it shall not be responsible for any statement contained herein or any statement
contained in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than the Trustee's certificates of
authentication.

Section 7.05    NOTICE OF DEFAULT.

                If a Default occurs and is continuing and if such Default is
known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Holder of a Note a notice of such Default within 90 days (or such shorter period
as may be required by applicable law) after such Default occurs. Except in the
case of a Default in payment of principal of, premium, if any, or interest on
any Note, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interests of the Holders of the Notes.

Section 7.06    REPORTS BY TRUSTEE TO HOLDERS OF NOTES.

                Within 60 days after each May 15, beginning with May 15
following the date of this Indenture, the Trustee shall mail to Holders of the
Notes a brief report dated as of such reporting date that complies with TIA
Section 313(a) to the extent such a report is required by TIA Section 313(a).
The Trustee also shall comply with TIA Section 313(b).

                A copy of each report at the time of its mailing to the Holders
of Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes may be listed. The Company shall promptly notify the
Trustee upon the Notes being listed on any stock exchange and any delisting
thereof.

Section 7.07    COMPENSATION AND INDEMNITY.

                The Company shall pay to the Trustee from time to time such
compensation as the Company and the Trustee shall agree to in writing from time
to time for the Trustee's acceptance of this Indenture and its services
hereunder. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee for all reasonable out-of-pocket expenses incurred or made by it in the
course of its services hereunder. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts.

                The Company shall indemnify the Trustee and any predecessor
Trustee against any and all loss, liability or reasonable expense, including
taxes (other than taxes based upon, measured by or determined by the income of
the Trustee), incurred by it in connection with the administration of this trust
and the performance of its duties under this Indenture, except any such loss,
liability or expense attributable to the negligence, willful misconduct or bad
faith of the Trustee.

                The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder except to the extent
that the Company may be materially prejudiced by such failure. The Company shall
defend the claim and the Trustee shall cooperate in the defense of such claim.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own negligence, willful misconduct or bad faith. The Company need
not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

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                The Company's payment obligations under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture.

                To secure the Company's payment obligations under this Section
7.07, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except such money or property that is held by
it in trust for the benefit of Holders of Notes to pay principal and interest on
particular Notes.

                If the Trustee shall incur expenses after the occurrence of a
Default specified in Section 6.01(iv) or Section 6.01(v), such expenses
(including the reasonable fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under Bankruptcy Law.

                The provisions of this Section shall survive the termination of
this Indenture.

Section 7.08    REPLACEMENT OF TRUSTEE.

                A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

                The Trustee may resign at any time and be discharged from the
trust hereby created by so notifying the Company in writing. The Holders of
Notes of not less than a majority in principal amount of the Notes then
outstanding may remove the Trustee by so notifying the Trustee and the Company
in writing. The Company shall remove the Trustee if:

      (i) the Trustee fails to comply with Section 7.10;

     (ii) the Trustee is adjudged bankrupt or insolvent;

    (iii) a Custodian or other public officer takes charge of the Trustee or its
          property; or

     (iv) the Trustee otherwise becomes incapable of acting.

                If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                If a successor Trustee does not take office within 30 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

                If the Trustee after written request by any Holder of a Note who
has been a Holder of a Note for at least six months fails to comply with Section
7.10, such Holder of a Note may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

                Any successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all of the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Note. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the Lien
provided for in Section 7.07. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
shall continue for the benefit of the retiring Trustee.

                                       29
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Section 7.09    SUCCESSOR TRUSTEE BY MERGER, ETC.

                If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or
transferee entity without any further act shall constitute the successor
Trustee; PROVIDED, HOWEVER, that such entity shall be otherwise qualified and
eligible under this Article VII.

                In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Notes so
authenticated, and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate
of the Trustee shall have.

Section 7.10    ELIGIBILITY; DISQUALIFICATION.

                This Indenture at all times shall have a Trustee which satisfies
the requirements of TIA Section 310(a). Trustee shall be a corporation organized
and doing business under the laws of the United States of America or of any
State thereof authorized under such laws to exercise corporate trustee power,
shall be subject to supervision or examination by federal or state authority and
shall have a combined capital and surplus of at least $50 million as set forth
in its most recently published annual report of condition. The Trustee shall be
subject to TIA Section 310(b).

Section 7.11    PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

                The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee which has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01    DISCHARGE OF LIABILITY ON NOTES; DEFEASANCE.

                (a) When (i) all Notes previously authenticated and delivered
    (other than Notes replaced pursuant to Section 2.07) have been delivered to
    the Trustee for cancellation and the Company has paid all sums payable by it
    under the Indenture, or (ii) (A) the Notes mature within one year or all of
    them are to be called for redemption within one year under arrangements
    satisfactory to the Trustee for giving the notice of redemption, (B) the
    Company irrevocably deposits in trust with the Trustee, as trust funds
    solely for the benefit of the Holders of the Notes for that purpose, money
    or U.S. Government Obligations or a combination thereof sufficient (unless
    such funds consist solely of money, in the opinion of a nationally
    recognized firm of independent public accountants expressed in a written
    certification thereof delivered to the Trustee), without consideration of
    any reinvestment, to pay the principal of and interest on the Notes (other
    than Notes replaced pursuant to Section 2.07) to maturity or redemption, as
    the case may be, and to pay all other sums payable by it under this
    Indenture, and (C) the Company delivers to the Trustee an Officers'
    Certificate and an Opinion of Counsel, in each case stating that all
    conditions precedent provided for in this Article VIII relating to the
    satisfaction and discharge of the Indenture have been complied with, then
    this Indenture shall, subject to Section 8.01(c), cease to be of further
    effect. The Trustee shall acknowledge satisfaction and discharge of this
    Indenture on demand of the Company accompanied by an Officers' Certificate
    and an Opinion of Counsel and at the cost and expense of the Company.

                                       30
<Page>

                (b) Subject to Section 8.01(c) and Section 8.02, the Company at
    any time may terminate (i) all of the Company' obligations under the Notes
    and this Indenture ("LEGAL DEFEASANCE"); or (ii) its obligations under
    Section 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.06,
    Section 4.07, Section 6.01(vi) and Section 6.01(vii) ("COVENANT
    DEFEASANCE"). The Company may exercise its legal defeasance option
    notwithstanding its prior exercise of its covenant defeasance option.

                If the Company exercises its legal defeasance option, payment of
the Notes may not be accelerated because of an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Notes may not be
accelerated because of an Event of Default specified in Section 6.01 (iii).

                Upon satisfaction of the conditions set forth herein and at the
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations of the Company terminated thereby.

                (c) Notwithstanding clause (a) and clause (b) above, the
    Company' obligations contained in Section 2.02, Section 2.03, Section 2.04,
    Section 2.05, Section 2.06, Section 2.07, Section 7.07, Section 7.08 and
    this Article VIII shall survive until the Notes have been paid in full.
    Thereafter, the Company's obligations contained in Section 7.07, Section
    8.04 and Section 8.05 shall survive.

Section 8.02    CONDITIONS TO DEFEASANCE.

                The Company may exercise its legal defeasance option or its
covenant defeasance option only if:

      (i) with reference to this Section 8.02, the Company has irrevocably
          deposited in trust with the Trustee as trust funds solely for the
          benefit of the Holders of the Notes, for payment of the principal of
          and interest on the Notes, money or U. S. Government Obligations or a
          combination thereof sufficient (unless such funds consist solely of
          money, in the opinion of a nationally recognized firm of independent
          public accountants expressed in a written certification thereof
          delivered to the Trustee) without consideration of any reinvestment
          and after payment of all federal, state and local taxes or other
          charges and assessments in respect thereof payable by the Trustee, to
          pay and discharge the principal of and accrued interest on the
          outstanding Notes to maturity or earlier redemption (irrevocably
          provided for under arrangements satisfactory to the Trustee), as the
          case may be;

     (ii) such deposit will not result in a breach or violation of, or
          constitute a default under, this Indenture or any other material
          agreement or instrument to which the Company is a party or by which it
          is bound;

    (iii) no Default with respect to the Notes shall have occurred and be
          continuing on the date of such deposit;

     (iv) the Company shall have delivered to the Trustee an Opinion of Counsel
          that (1) the Holders of the Notes will not recognize income, gain or
          loss for Federal income tax purposes as a result of the Company's
          exercise of its option under this Section and will be subject to
          Federal income tax on the same amount and in the same manner and at
          the same times as would have been the case if such deposit and
          defeasance had not occurred and (2) the Holders of the Notes have a
          valid security interest in the trust funds; and

      (v) the Company has delivered to the Trustee an Officers' Certificate and
          an Opinion of Counsel, in each case stating that all conditions
          precedent herein provided relating to the defeasance contemplated by
          this Section have been complied with.

                In the case of legal defeasance under this Section 8.02 the
Opinion of Counsel referred to in clause (iv)(1) above may be replaced by a
ruling directed to the Trustee received from the Internal

                                       31
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Revenue Service to the same effect. Before or after a deposit, the Company may
make arrangements satisfactory to the Trustee for the redemption of the Notes at
a future date in accordance with Article III.

Section 8.03    APPLICATION OF TRUST MONEY.

                The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to this Article VIII. The Trustee shall
apply the deposited money and the money from U.S. Government Obligations through
the Paying Agent and in accordance with this Indenture to the payment of
principal of, and premium, if any, and interest on, the Notes.

Section 8.04    REPAYMENT TO THE COMPANY.

                The Trustee and the Paying Agent shall promptly turn over to the
Company upon request any excess money or securities held by them at any time.

                Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon request any money held by
them for the payment of principal or interest that remains unclaimed for two
years, and, thereafter, Holders of Notes entitled to the money shall look to the
Company for payment as general creditors.

Section 8.05    INDEMNITY FOR GOVERNMENT OBLIGATIONS.

                The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such U.S. Government
Obligations.

Section 8.06    REINSTATEMENT.

                If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with this Article VIII by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to this
Article VIII until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with this
Article VIII; PROVIDED, HOWEVER, that, if the Company has made any payment of
interest on or principal of any of the Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or U.S. Government Obligations
held by the Trustee or Paying Agent.

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    WITHOUT CONSENT OF HOLDERS OF NOTES.

                The Company and the Trustee may amend or supplement this
Indenture or the Notes without notice to or the consent of any Holder of a Note:

      (i) to cure any ambiguity, defect or inconsistency in this Indenture;
          PROVIDED that such amendments or supplements shall not materially and
          adversely affect the interests of the Holders;

     (ii) to provide for the assumption of the Company's obligations to the
          Holders of the Notes in connection with a consolidation or merger of
          the Company or the sale, conveyance, transfer,

                                       32
<Page>

          lease or other disposal of all or substantially all of the property
          and assets of the Company pursuant to Article V;

    (iii) to comply with any requirements of the SEC in connection with the
          qualification of this Indenture under the TIA;

     (iv) to evidence and provide for the acceptance of appointment under this
          Indenture by a successor Trustee; or

      (v) to make any change that does not materially and adversely affect the
          rights of any Holder.

                Upon the request of the Company accompanied by a resolution of
the Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 9.06, the Trustee shall join with the Company in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations which may be contained therein, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture which adversely
affects its own rights, duties or immunities under this Indenture or otherwise.

                After an amendment, supplement or waiver under this Section 9.01
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing any such amendment, supplement or waiver.
Any failure of the Company to mail such notice, or any defect therein, shall not
in any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Section 6.04 and Section 6.07, the Holders of a
majority in aggregate principal amount of the Notes then outstanding may waive
compliance by the Company in any particular instance with any provision of this
Indenture or the Notes.

Section 9.02    WITH CONSENT OF HOLDERS OF NOTES.

                The Company and the Trustee may amend or supplement this
Indenture, the Notes or any amended or supplemental Indenture with the written
consent of the Holders of Notes of at least a majority in aggregate principal
amount of the Notes then outstanding, and any existing Default and its
consequences or compliance with any provision of this Indenture or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the Notes then outstanding. However, without the consent of each Holder of a
Note affected, any amendment, supplement or waiver may not:

      (i) extend the Stated Maturity of the principal of, or any installment of
          interest on, such Holder's Notes, or reduce the principal thereof or
          the rate of interest thereon, or any premium payable with respect
          thereto, or change any place or currency of payment where any Note or
          any premium or the interest thereon is payable, or impair the right to
          institute suit for the enforcement of any such payment on or after the
          due date therefor;

     (ii) reduce the percentage in principal amount of outstanding Notes the
          consent of whose Holders is required for any such supplemental
          indenture, for any waiver of compliance with certain provisions of
          this Indenture or certain Defaults hereunder and their consequences
          provided for in this Indenture;

    (iii) waive a Default in the payment of principal of or interest on any Note
          of such Holder; or

     (iv) modify any of the provisions of this Section, except to increase any
          such percentage or to provide that certain other provisions of this
          Indenture cannot be modified or waived without the consent of the
          Holder of each outstanding Note thereunder affected thereby.

                Upon the request of the Company accompanied by a resolution of
the Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the

                                       33
<Page>

Trustee of evidence satisfactory with the Trustee of the consent of the Holders
of Notes as aforesaid and upon receipt by the Trustee of the documents described
in Section 9.06, the Trustee shall join with the Company in the execution of
such amended or supplemental Indenture unless such amended or supplemental
Indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.

                It shall not be necessary for the consent of the Holders of
Notes under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof.

                After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing any such amendment, supplement or waiver.
Any failure of the Company to mail such notice, or any defect therein, shall not
in any way impair or affect the validity of any such amended or supplemental
Indenture or waiver.

                The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; PROVIDED, that unless such consent shall
have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by an Holder be
cancelled and of no further effect.

Section 9.03    COMPLIANCE WITH TRUST INDENTURE ACT.

                Every amendment or supplement to this Indenture or the Notes
shall be set forth in an amended or supplemental Indenture that complies with
the TIA as then in effect.

Section 9.04    REVOCATION AND EFFECT OF CONSENTS AND WAIVERS.

                Until an amendment, supplement or waiver becomes effective, a
consent to such amendment, supplement or waiver by a Holder of a Note is a
continuing and binding consent by the Holder of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if a notation of the consent or waiver is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver shall become effective in
accordance with its terms and thereafter shall bind every Holder of a Note.

                The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders of Notes entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, such Persons which were
Holders of Notes at such record date (or their duly designated proxies), and
only such Persons, shall be entitled to give such consent or to revoke any
consent previously given or to take any such action, whether or not such Persons
continue to be Holders of Notes after such record date. No such consent shall be
valid or effective for more than 120 days after such record date.

Section 9.05    NOTATION ON OR EXCHANGE OF NOTES.

                If an amendment or supplement changes the terms of a Note, the
Trustee may require the Holder of such Note to deliver such Note to the Trustee.
The Trustee may place an appropriate notation on the Note regarding the changed
terms and return it to the Holder of such Note. Alternatively, if the Company or
the Trustee so determines, the Company in exchange for such Note shall issue and
the Trustee

                                       34
<Page>

shall authenticate a new Note that reflects such changed terms. Failure to make
the appropriate notation or to issue a new Note shall not affect the validity of
such amendment or supplement.

Section 9.06    TRUSTEE TO SIGN AMENDMENTS, ETC.

                The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment or
supplement the Trustee shall be entitled to receive, and (subject to Section
7.01) shall be fully protected in relying upon, an Officer's Certificate and an
Opinion of Counsel stating that such amendment or supplement is authorized or
permitted pursuant to this Indenture. The Company shall not sign any amendment
or supplemental Indenture until the Board of Directors approves any such
amendment or supplemental Indenture.

                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.01   TRUST INDENTURE ACT CONTROLS.

                If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA Section 318(c), such imposed duties
shall control.

Section 10.02   NOTICES.

                Any notice or communication by the Company or the Trustee to the
other is duly given if in writing and delivered in person or mailed by first
class mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the other's address:

                If to the Company:

                     CVS Corporation
                     One CVS Drive
                     Woonsocket, Rhode Island 02895
                     Telecopier No.: (401) 765-1500
                     Attention: General Counsel

                If to the Trustee:

                     The Bank of New York
                     101 Barclay Street -8W
                     New York, New York 10286
                     Telecopier No: (212) 815-5707
                     Attention: Corporate Trust Administration

                The Company or the Trustee, by notice each to the other may
designate additional or different addresses for subsequent notices or
communications.

                All notices and communications (other than those sent to Holders
of Notes) shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.

                                       35
<Page>

                Any notice or communication to a Holder of a Note shall be
mailed by first class mail, certified or registered, return receipt requested,
or by overnight air courier guaranteeing next day delivery to its address shown
on the Note Register. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder of a Note or any defect in
such notice shall not affect its sufficiency with respect to other Holders of
Notes.

                If a notice or communication is mailed in the manner set forth
above within the time prescribed, such notice or communication shall be deemed
to be duly given whether or not the addressee receives it.

                If the Company mails a notice or communication to Holders of
Notes, it shall mail a copy to the Trustee and each Agent at the same time.

Section 10.03   COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

                Holders of Notes pursuant to TIA Section 312(b) may communicate
with other Holders of Notes with respect to their rights under this Indenture or
the Notes. The Company, the Trustee, the Registrar, the Paying Agent and any
other Person shall have the protection of TIA Section 312(c).

Section 10.04   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

                Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee
any certificates or opinions required by the TIA, and:

      (i) an Officers' Certificate in form and substance reasonably satisfactory
          to the Trustee stating that, in the opinion of the signers, all
          conditions and covenants, if any, provided for in this Indenture
          relating to the proposed action have been satisfied; and

     (ii) an Opinion of Counsel in form and substance reasonably satisfactory to
          the Trustee stating that, in the opinion of such counsel, all
          conditions and covenants have been satisfied.

Section 10.05   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                Each certificate or opinion with respect to compliance with a
condition or covenant contained in this Indenture shall include:

      (i) a statement that the Person making such certificate or opinion has
          read such condition or covenant;

     (ii) a statement as to the nature and scope of the examination or
          investigation upon which the statements or opinions contained in such
          certificate or opinion are based;

    (iii) a statement that, in the opinion of such Person, he or she has made
          such examination or investigation as is necessary to enable him or her
          to express an informed opinion as to whether such condition or
          covenant has been satisfied; and

     (iv) a statement as to whether, in the opinion of such Person, such
          condition or covenant has been satisfied.

                                       36
<Page>

Section 10.06   RULES BY TRUSTEE AND AGENTS.

                The Trustee may make reasonable rules for action by or at a
meeting of Holders of Notes. The Registrar and Paying Agent may make reasonable
rules and set reasonable requirements for their functions.

Section 10.07   NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES,
                INCORPORATORS AND STOCKHOLDERS.

                No director, officer, employee, incorporator or stockholder of
the Company, as such, shall have any liability for any obligations of the
Company under the Notes or this Indenture or for any claim based on, in respect
of, or by reason of, such obligations. Each Holder of a Note by accepting a Note
waives and releases all such liability. Such waiver and release form a part of
the consideration for issuance of the Notes.

Section 10.08   GOVERNING LAW.

                THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 10.09   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

Section 10.10   SUCCESSORS.

                All agreements of the Company contained in this Indenture and
the Notes shall bind the Company and its successors. All agreements of the
Trustee in this Indenture shall bind the Trustee and its successors.

Section 10.11   SEVERABILITY.

                In case any provision of this Indenture or the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.12   COUNTERPART ORIGINALS.

                The parties may sign any number of copies of this Indenture.
Each such signed copy shall be deemed to be an original, and all of such signed
copies together shall represent one and the same agreement.

Section 10.13   TABLE OF CONTENTS, HEADINGS, ETC.

                The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience only,
and shall not, for any reason, be deemed to be part of this Indenture and shall
in no way modify or restrict any of the terms or provisions hereof.

                                       37
<Page>

                                   SIGNATURES

Dated as of November 4, 2002                CVS CORPORATION

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

Attest:

-----------------------------------------
Name:
Title:


Dated as of November 4, 2002                THE BANK OF NEW YORK,
                                               as Trustee

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

<Page>

                                                                       EXHIBIT A

                         [FORM OF FACE OF INITIAL NOTE]


                              [Global Notes Legend]

                UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.*

                            [Restricted Notes Legend]

                THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND UNDER APPLICABLE STATE SECURITIES
LAWS, AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.

                THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT THE COMPANY THAT
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i)
TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (ii) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (iv) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iv) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE.

                                       A-1
<Page>

                                 CVS CORPORATION

No.                                                    Principal Amount $
                                                       CUSIP No. _________

                        3 7/8% Notes due November 1, 2007

                CVS CORPORATION, a Delaware corporation, promises to pay to
        , or registered assigns, the principal sum of $________ Dollars on
November 1, 2007.

                Interest Payment Dates: May 1 and November 1.

                Record Dates: April 15 and October 15.

                Additional provisions of this Note are set forth on the reverse
side of this Note.

Dated:
      ------------------

[SEAL]

                                            CVS CORPORATION

                                            By
                                               ---------------------------------
                                               Title:

                                            By
                                               ---------------------------------
                                               Title:

----------
....CONTINUED FROM THE PRECEDING PAGE

  * This legend should only be added if the Security is issued in global form.

                                       A-2
<Page>

                                 CVS CORPORATION

                        3 7/8% Notes due November 1, 2007

TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

Dated:

THE BANK OF NEW YORK,
  as Trustee, certifies
  that this is one of the
  Notes referred to in the
  Indenture.

By
   ----------------------------
       Authorized Signatory

                                       A-3
<Page>

                         [FORM OF REVERSE SIDE OF NOTE]

                        3 7/8% Notes due November 1, 2007

     1.   INTEREST

                CVS CORPORATION, a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Note at the rate per annum shown above PROVIDED, HOWEVER, that if a
Registration Default (as defined in the Registration Rights Agreement) occurs,
interest will accrue on this security at a rate of 0.50% per annum from and
including the date on which any such Registration Default shall occur but
excluding the date on which all Registration Defaults have been cured.

                The Company will pay interest semi-annually on May 1 and
November 1 of each year, commencing May 1, 2003. Interest on the Notes will
accrue from the most recent date to which interest has been paid, or, if no
interest has been paid, from November 4, 2002, or such other date on which the
Notes are originally issued. Interest will be computed on the basis of a 360-day
year of twelve 30-day months. The Company shall pay interest on overdue
principal at the rate borne by the Notes.

     2.   METHOD OF PAYMENT

                The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered Holders of Notes at the close of
business on the April 15 or October 15 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts by wire transfer of immediately available funds to the
accounts specified by the Holders, or, if no such account is specified, the
Company may pay principal and interest by check payable in such money. It may
mail an interest check to a Holder's registered address.

     3.   PAYING AGENT AND REGISTRAR

                Initially, The Bank of New York, a New York banking corporation
(the "TRUSTEE"), will act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent, Registrar or co-registrar without notice. The
Company or any of its domestically incorporated Wholly Owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.

     4.   INDENTURE

                The Company issued the Notes under an Indenture dated as of
November 4, 2002 (the "INDENTURE"), between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all such terms, and Holders
of Notes are referred to the Indenture and the TIA for a statement of those
terms.

                The Notes are general obligations of the Company initially
limited to $300,000,000 aggregate principal amount (subject to Section 2.07 of
the Indenture). The Company may at any time issue additional notes under the
Indenture in unlimited amounts having the same terms as and treated as a single
class with the Notes for all purposes under the Indenture and will vote together
as one class with respect to the Notes. The Indenture imposes certain
limitations on the incurrence of certain additional indebtedness by the Company
and certain of its subsidiaries and the entry into certain sale and leaseback
arrangements by the Company and certain of its subsidiaries. The Indenture also
restricts the ability of the Company to consolidate or merge with or into, or to
transfer all or substantially all its assets to, another person.

                                       A-4
<Page>

     5.   OPTIONAL REDEMPTION

                The Company, at its option, may at any time redeem all or any
portion of the Notes, at a redemption price plus accrued interest to the date of
redemption, equal to the greater of (i) 100% of their principal amount or (ii)
the sum of the present values of the remaining scheduled payments of principal
and interest thereon discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable
Treasury Yield plus 20 basis points.

                "COMPARABLE TREASURY ISSUE" means, with respect to the Notes,
the United States Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term of the Notes that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.

                "COMPARABLE TREASURY PRICE" means, with respect to any
redemption date applicable to the Notes, (i) the average of the applicable
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest such applicable Reference Treasury Dealer Quotations, or
(ii) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations.

                "INDEPENDENT INVESTMENT BANKER" means, with respect to the Notes
offered hereby, Credit Suisse First Boston Corporation or, if such firm is
unwilling or unable to select the applicable Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee.

                "REFERENCE TREASURY DEALER" means, with respect to the Notes
offered hereby, Credit Suisse First Boston Corporation; PROVIDED, HOWEVER, that
if the foregoing shall cease to be a primary United States Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.

                "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to
each Reference Treasury Dealer and any redemption date for the Notes, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue for the Notes (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date.

                "TREASURY YIELD" means, with respect to any redemption date
applicable to the Notes, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for such redemption date.

     6.   NOTICE OF REDEMPTION

                Notice of redemption shall be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Notes to be
redeemed at its registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the redemption price of and accrued interest on all Notes (or
portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Notes (or
such portions thereof) called for redemption.

     7.   DENOMINATIONS; TRANSFER; EXCHANGE

                The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. Holders of Notes may
transfer or exchange Notes in accordance with the Indenture. The Registrar may
require a Holder of a Note, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of
or exchange any Note selected for redemption (except, in the case of a Note to
be

                                       A-5
<Page>

redeemed in part, the portion of the Note not to be redeemed) or any Notes for a
period of 15 days before a selection of Notes to be redeemed or 15 days before
an interest payment date.

     8.   PERSONS DEEMED OWNERS

                The registered Holder of this Note may be treated as the sole
owner of such Note for all purposes.

     9.   UNCLAIMED MONEY

                Subject to applicable abandoned property law, if money for the
payment of principal or interest remains unclaimed for two years, the Trustee or
Paying Agent shall pay the money back to the Company at its request unless an
abandoned property law designates another Person. After any such payment,
Holders entitled to the money must look only to the Company and not to the
Trustee or Paying Agent for payment.

     10.  DISCHARGE AND DEFEASANCE

                Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Notes and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Notes to redemption or maturity, as
the case may be.

     11.  AMENDMENT; WAIVER

                Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Notes may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Notes; and
(ii) any default or compliance with any provision may be waived with the written
consent of the Holders of a majority in principal amount of the Notes then
outstanding. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder of a Note, the Company and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,
or to comply with Article V of the Indenture or that does not materially and
adversely affect the rights of any Holder of a Note or to comply with
requirements of the SEC in connection with the qualification of the Indenture
under the TIA.

     12.  DEFAULTS AND REMEDIES

                If an Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes may
declare all the Notes to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the Notes
being due and payable immediately upon the occurrence of such Events of Default.

                Holders of Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Notes unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of Notes notice of any continuing Default (except a
Default in payment of principal or interest) if it determines that withholding
such notice is in the interest of the Holders of Notes.

     13.  TRUSTEE DEALINGS WITH THE COMPANY

                Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.

                                       A-6
<Page>

     14.  NO RECOURSE AGAINST OTHERS

                A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations. By accepting a Note, each Holder of a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

     15.  AUTHENTICATION

                This Note shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the face of this Note.

     16.  ABBREVIATIONS

                Customary abbreviations may be used in the name of a Holder of a
Note or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by
the entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

     17.  HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT

                Each Holder of a Note, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.

     18.  CUSIP NUMBERS

                Pursuant to the recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes and has directed the Trustee to use such CUSIP
numbers in notices of redemption as a convenience to Holders of Notes. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

     19.  GOVERNING LAW

                This Security shall be governed by, and construed in accordance
with, the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.


                                   ----------

                The Company will furnish to any Holder of a Note upon written
request and without charge to such Holder of a Note a copy of the Indenture
which contains the text of this Note in larger type. Requests may be made to:

                                 CVS Corporation
                        670 White Plains Road, Suite 210
                            Scarsdale, New York 10583
                          Attention: Nancy R. Christal

                                       A-7
<Page>

================================================================================

                                 ASSIGNMENT FORM

                To assign this Note, complete the form below:

                I or we assign and transfer this Note to:

                       [PRINT OR TYPE ASSIGNEE'S NAME, ADDRESS AND ZIP CODE]

                       [INSERT ASSIGNEE'S SOC. SEC. OR TAX I.D. NO. ]

                and irremovably appoint ___________________ agent to transfer
                this Note on the books of the Company. The agent may substitute
                another to act for him.

================================================================================

Date:                  Your Signature:
     -----------------                 -------------------------------

================================================================================

Sign exactly as your name appears on the face of this Note.

                                       A-8
<Page>

            CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION
                         OF TRANSFER OF RESTRICTED NOTES

This certificate relates to $_________ principal amount of Notes held in (check
applicable space) ____ book-entry or _____ definitive form by the undersigned.

The undersigned (check one box below):

/ /     has requested the Trustee by written order to deliver in exchange for
        its beneficial interest in the Global Note held by the Depositary a Note
        or Notes in definitive, registered form of authorized denominations and
        an aggregate principal amount equal to its beneficial interest in such
        Global Note (or the portion thereof indicated above) and the Company has
        consented to the exchange; or

/ /     has requested the Trustee by written order to exchange or register the
        transfer of a Note or Notes.

The undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

               (1)  / /  acquired for the undersigned's own account, without
                         Transfer (in satisfaction of Section 2.06(a)(ii)(A) of
                         the Indenture); or

               (2)  / /  transferred pursuant to and in compliance with Rule
                         144A under the Securities Act of 1933, as amended; or

               (3)  / /  transferred pursuant to and in compliance with
                         Regulation S under the Securities Act of 1933, as
                         amended; or

               (4)  / /  transferred pursuant to and in compliance with Rule
                         144 under the Securities Act of 1933, as amended; or

               (5)  / /  transferred pursuant to an effective registration
                         statement under the Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered holder thereof; PROVIDED, HOWEVER, that if box (2), (3) or (4) is
checked, the Company or the Trustee may require evidence reasonably satisfactory
to them as to the compliance with the restrictions set forth in the legend on
the face of this Note.

                                     -------------------------------------------
                                                     Signature

Signature Guarantee:
                                     -------------------------------------------
                                         Guaranteed:

                                      A-9
<Page>

                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

    The following increases or decreases in this Global Note have been made:

<Table>
<Caption>
                                                              Principal Amount of     Signature of
               Amount of decrease      Amount of increase     this Global Note        authorized signatory
Date of        in Principal Amount     in Principal Amount    following such          of Trustee or Notes
Exchange       of this Global Note     of this Global Note    decrease or increase    Custodian
-----------------------------------------------------------------------------------------------------------
<S>            <C>                     <C>                    <C>                     <C>





</Table>

<Page>

                                                                       EXHIBIT B

                       [FORM OF FACE OF EXCHANGE NOTE AND
                             PRIVATE EXCHANGE NOTE]

*

**

                                 CVS CORPORATION

No.                                                     Principal Amount $
                                                        CUSIP No.__________

                        3 7/8% Notes due November 1, 2007

                CVS CORPORATION, a Delaware corporation, promises to pay to
          , or registered assigns, the principal sum of ________ Dollars on
November 1, 2007.

                Interest Payment Dates: May 1 and November 1.

                Record Dates: April 15 and October 15.

                Additional provisions of this Note are set forth on the reverse
side of this Note.

                                         CVS CORPORATION

                                         By

Dated:
      ----------------------

[Seal]

                                         ------------------------------
                                         Title:


                                         ------------------------------
                                         Title

----------
        * If the Note is to be issued in global form add the Global Notes Legend
from EXHIBIT A and the attachment to EXHIBIT A captioned "[TO BE ATTACHED TO
GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE".

        ** If the Note is a Private Exchange Note issued in a Private Exchange
to the Initial Purchaser holding an unsold portion of its initial allotment, add
the restricted securities legend from EXHIBIT A and include the "Certificate to
be Delivered upon Exchange or Registration of Transfer of Restricted Notes" from
EXHIBIT A.

                                       B-1
<Page>

                                 CVS CORPORATION

                        3 7/8% Notes due November 1, 2007


TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

Dated:

THE BANK OF NEW YORK,

   as Trustee, certifies
   that this is one of the
   Notes referred to
   in the Indenture.

By

   --------------------------
      Authorized Signatory

                                       B-2
<Page>

                         [FORM OF REVERSE SIDE OF NOTE]

                        3 7/8% Notes due November 1, 2007

     1.   INTEREST

                CVS CORPORATION, a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Note at the rate per annum shown above.

                The Company will pay interest semi-annually on May 1 and October
1 of each year, commencing May 1, 2003. Interest on the Notes will accrue from
the most recent date to which interest has been paid, or, if no interest has
been paid, from November 4, 2002. Interest will be computed on the basis of a
360-day year of twelve 30-day months. The Company shall pay interest on overdue
principal at the rate borne by the Notes.

     2.   METHOD OF PAYMENT

                The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered Holders of Notes at the close of
business on the March 1 or September 1 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts by wire transfer of immediately available funds to the
accounts specified by the Holders, or, if no such account is specified, the
Company may pay principal and interest by check payable in such money. It may
mail an interest check to a Holder's registered address.

     3.   PAYING AGENT AND REGISTRAR

                Initially, The Bank of New York, a national banking association
(the "TRUSTEE"), will act as Paying Agent and Registrar. The Company may appoint
and change any Paying Agent, Registrar or co-registrar without notice. The
Company or any of its domestically incorporated Wholly Owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.

     4.   INDENTURE

                The Company issued the Notes under an Indenture dated as of
November 4, 2002 (the "INDENTURE"), between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "TIA").
Terms defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all such terms, and Holders
of Notes are referred to the Indenture and the TIA for a statement of those
terms.

                The Notes are general obligations of the Company initially
limited to $300,000,000 aggregate principal amount (subject to Section 2.07 of
the Indenture). The Company may at any time issue additional notes under the
Indenture in unlimited amounts having the same terms as and treated as a single
class with the Notes for all purposes under the Indenture and will vote together
as one class with respect to the Notes. The Indenture imposes certain
limitations on the incurrence of certain additional indebtedness by the Company
and certain of its subsidiaries and the entry into certain sale and leaseback
arrangements by the Company and certain of its subsidiaries. The Indenture also
restricts the ability of the Company to consolidate or merge with or into, or to
transfer all or substantially all its assets to, another person.

     5.   OPTIONAL REDEMPTION

                                       B-3
<Page>

                The Company, at its option, may at any time redeem all or any
portion of the Notes, at a redemption price plus accrued interest to the date of
redemption, equal to the greater of (i) 100% of their principal amount or (ii)
the sum of the present values of the remaining scheduled payments of principal
and interest thereon discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable
Treasury Yield plus 20 basis points.

                "COMPARABLE TREASURY ISSUE" means, with respect to the Notes,
the United States Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term of the Notes that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.

                "COMPARABLE TREASURY PRICE" means, with respect to any
redemption date applicable to the Notes, (i) the average of the applicable
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest such applicable Reference Treasury Dealer Quotations, or
(ii) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations.

                "INDEPENDENT INVESTMENT BANKER" means, with respect to the Notes
offered hereby, Credit Suisse First Boston Corporation or, if such firm is
unwilling or unable to select the applicable Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee.

                "REFERENCE TREASURY DEALER" means, with respect to the Notes
offered hereby, Credit Suisse First Boston Corporation; PROVIDED, HOWEVER, that
if the foregoing shall cease to be a primary United States Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.

                "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to
each Reference Treasury Dealer and any redemption date for the Notes, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue for the Notes (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business day
preceding such redemption date.

                "TREASURY YIELD" means, with respect to any redemption date
applicable to the Notes, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for such redemption date.

                                       B-4
<Page>

     6.   NOTICE OF REDEMPTION

                Notice of redemption shall be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder of Notes to be
redeemed at its registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000. If money
sufficient to pay the redemption price of and accrued interest on all Notes (or
portions thereof) to be redeemed on the redemption date is deposited with the
Paying Agent on or before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on such Notes (or
such portions thereof) called for redemption.

     7.   DENOMINATIONS; TRANSFER; EXCHANGE

                The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000. Holders of Notes may
transfer or exchange Notes in accordance with the Indenture. The Registrar may
require a Holder of a Note, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of
or exchange any Note selected for redemption (except, in the case of a Note to
be redeemed in part, the portion of the Note not to be redeemed) or any Notes
for a period of 15 days before a selection of Notes to be redeemed or 15 days
before an interest payment date.

     8.   PERSONS DEEMED OWNERS

                The registered Holder of this Note may be treated as the sole
owner of such Note for all purposes.

     9.   UNCLAIMED MONEY

                Subject to applicable abandoned property law, if money for the
payment of principal or interest remains unclaimed for two years, the Trustee or
Paying Agent shall pay the money back to the Company at its request unless an
abandoned property law designates another Person. After any such payment,
Holders entitled to the money must look only to the Company and not to the
Trustee or Paying Agent for payment.

     10.  DISCHARGE AND DEFEASANCE

                Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Notes and the Indenture if
the Company deposits with the Trustee money or U.S. Government Obligations for
the payment of principal and interest on the Notes to redemption or maturity, as
the case may be.

     11.  AMENDMENT; WAIVER

                Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Notes may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Notes; and
(ii) any default or compliance with any provision may be waived with the written
consent of the Holders of a majority in principal amount of the Notes then
outstanding. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder of a Note, the Company and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,
or to comply with Article V of the Indenture or that does not materially and
adversely affect the rights of any Holder of a Note or to comply with
requirements of the SEC in connection with the qualification of the Indenture
under the TIA.

     12.  DEFAULTS AND REMEDIES

                                       B-5
<Page>

                If an Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes may
declare all the Notes to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the Notes
being due and payable immediately upon the occurrence of such Events of Default.

                Holders of Notes may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Notes unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of Notes notice of any continuing Default (except a
Default in payment of principal or interest) if it determines that withholding
such notice is in the interest of the Holders of Notes.

     13.  TRUSTEE DEALINGS WITH THE COMPANY

                Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Notes and may otherwise deal with and collect obligations
owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not
Trustee.

     14.  NO RECOURSE AGAINST OTHERS

                A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations. By accepting a Note, each Holder of a Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

     15.  AUTHENTICATION

                This Note shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the face of this Note.

     16.  ABBREVIATIONS

                Customary abbreviations may be used in the name of a Holder of a
Note or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by
the entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

     17.  HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT

                Each Holder of a Note, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including,
without limitation, the obligations of the Holders with respect to a
registration and the indemnification of the Company to the extent provided
therein.

     18.  GOVERNING LAW

                This Security shall be governed by, and construed in accordance
with, the laws of the State of New York but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.

     19.  CUSIP NUMBERS

                Pursuant to the recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes and has

                                       B-6
<Page>

directed the Trustee to use such CUSIP numbers in notices of redemption as a
convenience to Holders of Notes. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.

                                   ----------

                The Company will furnish to any Holder of a Note upon written
request and without charge to such Holder of a Note a copy of the Indenture
which contains the text of this Note in larger type. Requests may be made to:

                                 CVS Corporation
                        670 White Plains Road, Suite 210
                            Scarsdale, New York 10583
                          Attention: Nancy R. Christal

                                       B-7
<Page>

================================================================================

                                 ASSIGNMENT FORM

                To assign this Note, complete the form below:

                I or we assign and transfer this Note to:

                      [PRINT OR TYPE ASSIGNEE'S NAME, ADDRESS AND ZIP CODE]

                      [INSERT ASSIGNEE'S SOC. SEC. OR TAX I.D. NO. ]

                and irremovably appoint ___________________ agent to transfer
                this Note on the books of the Company. The agent may substitute
                another to act for him.

================================================================================

Date:                   Your Signature:
      ----------------                  -------------------------------

================================================================================

Sign exactly as your name appears on the face of this Note.

                                       B-8