<PAGE>

                              AMENDMENT NUMBER ONE
                                       TO
                                RIGHTS AGREEMENT


               1. BACKGROUND. Longs Drug Stores Corporation, a Maryland
corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., a New
Jersey limited liability company (the "Rights Agent"), are parties to that
certain Rights Agreement dated as of August 20, 1996 (the "Rights Agreement").
Pursuant to Section 27 of the Rights Agreement, the Company may in its sole
discretion supplement or amend the Rights Agreement for as long as the "Rights"
(as defined in the Rights Agreement) are redeemable, provided that no supplement
or amendment may be made which changes the "Redemption Price" (as defined in the
Rights Agreement). On August 15, 2000, the Company determined that (i) the
Rights were redeemable and (ii) the Rights Agreement should be amended as set
forth herein.

               2. AMENDMENT OF SECTION 1(a). Section 1(a) of the Rights
Agreement is amended to read in full as follows:

                  (a) "Acquiring Person" shall mean any Person (as such term is
               hereinafter defined) who or which, together with all Affiliates
               and Associates (as such terms are hereinafter defined) of such
               Person, shall be the Beneficial Owner (as such term is
               hereinafter defined) of 15% or more of the Common Shares then
               outstanding, but shall not include (i) (A) the Company, (B) any
               Subsidiary of the Company, any employee benefit plan of the
               Company or of any Subsidiary, or an entity holding Common Shares
               for or pursuant to the terms of any such plan, (C) the Long
               Family Members (as such term is hereinafter defined), (D) any of
               the Long Family Members acting as trustee, personal
               representative, attorney-in-fact, proxyholder or other
               representative or agent, (E) any trustee, personal
               representative, attorney-in-fact, proxyholder or other
               representative or agent acting for the person or the estate of
               one or more of the Long Family Members, or (F) any Person who or
               which has received the approval of the Board of Directors to
               become the Beneficial Owner of 15% or more of the Common Shares,
               which approval may be before or after the Person becomes the
               Beneficial Owner of 15% or more of the Common Shares, provided
               that such approval occurs while the Rights are redeemable or (ii)
               any such


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               Person who has become such a Beneficial Owner solely
               because (A) of a reduction in the aggregate number of Common
               Shares outstanding or (B) it acquired such Beneficial Ownership
               in the good faith belief that such acquisition would not (x)
               cause such Beneficial Ownership to exceed 15% of the Common
               Shares then outstanding and such Person relied in good faith in
               computing the percentage of its Beneficial Ownership on publicly
               filed reports or documents of the Company which are inaccurate or
               out-of-date or (y) otherwise cause a Distribution Date or the
               adjustment provided for in Section 11(a)(ii) to occur.
               Notwithstanding clause (ii) of the prior sentence, if any Person
               that is not an Acquiring Person due to such clause (ii) does not
               reduce its percentage of Beneficial Ownership of Common Shares to
               less than 15% by the Close of business on the fifth Business Day
               after notice from the Company (the date of notice being the first
               day) that such Person's Beneficial Ownership of Common Shares so
               exceeds 15%, such Person shall, at the end of such five Business
               Day period, become an Acquiring Person (and such clause (ii)
               shall no longer apply to such Person). For purposes of this
               definition, the determination whether any Person acted in "good
               faith" shall be conclusively determined by the Board of Directors
               of the Company.

               3. AMENDMENT OF SECTION 2. The first sentence of Section 2 of
the Rights Agreement is amended to delete the following words:

               "and the holders of the Rights (who, in accordance with Section 3
               hereof, shall prior to the Distribution Date also be the holders
               of the Common Shares)".

               4. AMENDMENT OF SECTION 20(c). Section 20(c) of the Rights
Agreement is amended by adding the following words to the end of such section:

               "Anything to the contrary notwithstanding, in no event shall the
               Rights Agent be liable for special, punitive, indirect,
               consequential or incidental loss or damage of any kind whatsoever
               (including but not limited to lost profits), even if the Rights
               Agent has been advised of the likelihood of such loss or damage."

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               5. EFFECTIVE DATE. This Amendment is effective as of August 15,
2000.

               6. CONTINUING FORCE. As so amended, the Rights Agreement remains
in full force and effect.

                              LONGS DRUG STORES CORPORATION,
                              A Maryland Corporation



                              By:   /s/  Stephen D. Roath
                                  ---------------------------------------
                                    Stephen D. Roath
                                    President and Chief Executive Officer


                              And By:   /s/  Orlo D. Jones
                                     ------------------------------------
                                        Orlo D. Jones
                                        Secretary


                              CHASEMELLON SHAREHOLDER SERVICES,
                              L.L.C.


                              By:  /s/ Asa Drew
                                  ---------------------------------------

                              Title:   Assistant Vice President
                                    -------------------------------------


                              Attest:


                              By:  /s/ Duane Knutson
                                  ---------------------------------------

                              Title:   Assistant Vice President
                                    -------------------------------------




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