EXHIBIT 4.1


     INDENTURE, dated as of March 22, 2001, between CVS Corporation ("CVS"), 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 CVS

     CVS has duly authorized the execution and delivery of this Indenture to
provide for the issuance of CVS' 5-5/8% Notes Due March 15, 2006 issuable as
provided in this Indenture. All things necessary to make this Indenture a valid
agreement of CVS, in accordance with its terms, have been done, and CVS has
done all things necessary to make the Notes, when executed by CVS and
authenticated and delivered by the Trustee hereunder and duly issued by CVS,
the valid obligations of CVS 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:

DEFINITIONS AND INCORPORATION BY REFERENCE
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 CVS 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
<PAGE>


     "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 21 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 CVS, 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 CVS).

     "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 5-5/8% Notes Due March 15, 2006 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


                                       2
<PAGE>


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 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 5-5/8% Notes Due March 15, 2006 issued under
this Indenture on or about the date hereof.

     "Initial Purchaser" means (i) Credit Suisse First Boston Corporation 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


                                       3
<PAGE>


Restricted Subsidiary or (ii) the financing of a project involving the
development or expansion of properties of the 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 5-5/8% Notes due March 15, 2006 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.

     "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 CVS by two
Officers of CVS.

     "Opinion of Counsel" means a written opinion from legal counsel, who may
be an employee of or counsel to CVS.

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

     "Private Exchange Notes" means the 5-5/8% Notes Due March 15, 2006 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 CVS, pursuant to the
Registration Rights Agreement, to certain Holders of Initial Notes, to issue
and deliver to such


                                       4
<PAGE>


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 March 19, 2001 among CVS and the Initial Purchaser 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 CVS other than
Unrestricted Subsidiaries.

     "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
CVS 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. ss.ss.
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).


                                       5
<PAGE>


     "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 CVS or another Wholly Owned Subsidiary.

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

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.


                                       6
<PAGE>


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

"indenture securities" means the Notes;
"indenture security holder" means a Noteholder;
"indenture to be qualified" means this Indenture;
"indenture trustee" or "institutional trustee" means the Trustee;
"obligor" upon the Notes means CVS 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.

Rules of Construction.
     Unless the context otherwise requires:

a term has the meaning assigned to it;
an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;
the word "or" shall not be deemed to be exclusive;
words in the singular include the plural, and words in the plural include the
singular; and provisions apply to successive events and transactions.
"herein," "hereof" and other words of similar import refer t this Indenture as
a whole and not to any particular Article, Section or other subdivision.

THE NOTES
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 CVS and
required, as applicable, by law, stock exchange rule, agreements to which CVS 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 CVS pursuant to a Purchase
Agreement, dated March 19, 2001, among CVS and the Initial Purchaser (the
"Purchase Agreement").

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


                                       7
<PAGE>

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 CVS 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 CVS 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.

Book-Entry Provisions. This Section 2.01(b) shall apply only to the Global
Notes deposited with or on behalf of the Depositary.

     CVS 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 CVS, the Trustee
and any agent of CVS or the Trustee as the absolute owner of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent CVS, the Trustee or any agent of CVS 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.

Certificated Notes. Except as provided in this Section or 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. Purchasers of Initial Notes
who are institutional "accredited investors" as described in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act (each an "IAI") and who are not QIBs
and did not purchase Initial Notes sold in reliance on Regulation S will
receive certificated Initial Notes bearing the restricted securities legend set
forth in Exhibit A hereto (such securities as held by an IAI are herein
referred to as "Definitive Notes"); provided, however, that upon transfer of
such certificated Initial Notes to a QIB or in reliance on Regulation S such
certificated Initial Notes will, unless the Global Note has previously been
exchanged, be exchanged for an interest in the Global Note pursuant


                                       8
<PAGE>

to the provisions of Section 2.06. Definitive Notes will bear the restricted
securities legend set forth on Exhibit A unless removed in accordance with
Section 2.06(d).

Execution and Authentication.
     Two Officers of CVS shall sign the Notes for CVS 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 CVS signed by two Officers of CVS,
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 CVS 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 CVS signed by two Officers or by an Officer and either an
Assistant Treasurer or an Assistant Secretary of CVS. 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 CVS 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 authenticating
agent has the same rights as an Agent to deal with CVS or an Affiliate of CVS.

Registrar and Paying Agent.
     CVS 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"). CVS
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. CVS may
change any Paying Agent, Registrar or co-registrar without prior notice to any
Holder of a Note. CVS 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. CVS or any of its domestically incorporated Wholly Owned Subsidiaries
may act as Paying Agent, Registrar or co-registrar. CVS 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 CVS
fails to maintain a



                                       9
<PAGE>

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.

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

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, CVS shall deposit with the Paying Agent a sum sufficient
to pay such principal, premium, if any, and interest when so becoming due. CVS
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 CVS 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. CVS 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 CVS) shall have no further liability for the money delivered to the
Trustee. If CVS 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.

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, CVS 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.



                                       10
<PAGE>

Transfer and Exchange.
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 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:
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

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:

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

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 CVS 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).

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:

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

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, CVS shall issue
and the Trustee shall authenticate, upon written order of CVS in the form of an
Officers' Certificate, a new Global Note in the appropriate principal amount.

Transfer and Exchange of Global Notes.
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



                                       11
<PAGE>

restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor, if applicable.

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.
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 CVS.

Legend.
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:



                                       12
<PAGE>


          "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."

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:

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;

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).

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.
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.

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.

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



                                       13
<PAGE>

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.

Obligations with Respect to Transfers and Exchanges of Notes.
To permit registration of transfers and exchanges, CVS shall execute and the
Trustee shall authenticate certificated Notes, Definitive Notes and the Global
Note at the Registrar's or co-registrar's request.

CVS 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.

CVS 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.

Prior to the due presentation for registration of transfer of any Note, CVS, 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 CVS, the Trustee, the Paying Agent, the Registrar or any co-registrar
shall be affected by notice to the contrary. 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.

No Obligation of the Trustee.
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.

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



                                       14
<PAGE>

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.

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

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 CVS, a Subsidiary of CVS or an Affiliate of CVS
holds such Note.

     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.

Temporary Notes and Certificated Notes.
Until definitive Notes are ready for delivery, CVS 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 CVS and the
Trustee consider appropriate for temporary Notes. Without unreasonable delay,
CVS 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.

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 CVS 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 CVS within 90 days of such notice, (ii) an Event
of Default has occurred and is continuing or (iii) CVS, in its sole discretion,
notifies the



                                       15
<PAGE>

Trustee in writing that it elects to cause the issuance of
certificated Notes under this Indenture.

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.

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.

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

Cancellation.
     CVS 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 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 CVS, upon the written request of CVS. CVS may not issue new Notes to
replace Notes it has redeemed, paid or delivered to the Trustee for
cancellation.

Defaulted Interest.
     If CVS defaults in a payment of interest on the Notes, CVS shall pay such
defaulted interest in any lawful manner. CVS 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. CVS 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, CVS
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.

CUSIP Number.
     CVS in issuing the Notes may use "CUSIP," "CINS" and "ISIN" numbers, and,
if CVS 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. CVS 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.


                                       16
<PAGE>

REDEMPTION

Notices to Trustee.
     If CVS elects to redeem Notes pursuant to paragraph 5 of the Notes, CVS
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.

     CVS 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 CVS 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 CVS and given to the Trustee, which record date shall not be less
than 15 days after the date of notice to the Trustee.

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

Notice of Redemption.
     CVS 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 of which are to be redeemed.

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



                                       17
<PAGE>

the redemption date;

the redemption price,

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;

the name and address of the Paying Agent;

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

that, unless CVS 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;

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

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 CVS' 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 CVS' name and at CVS' expense. In
such event, CVS shall provide the Trustee with the information required by this
Section 3.03.

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.

Deposit of Redemption Price.
     On or prior to any redemption date, CVS shall deposit with the Paying Agent
(or, if CVS 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 CVS any money deposited with the Trustee or the Paying Agent
by CVS 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 CVS to the
Trustee for cancellation.

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

COVENANTS

Payment of Principal, Premium and Interest.
     CVS 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.


                                       18
<PAGE>

Maintenance of Office or Agency.
     CVS 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 CVS in respect of the Notes and this Indenture may be
served. CVS 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 CVS 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.

     CVS 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 CVS
of its obligation to maintain an office or agency for such purposes. CVS 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.

SEC Reports.
     Whether or not required by the rules and regulations of the SEC, so long as
any Notes are outstanding, CVS 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 CVS 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 CVS' certified independent accountants and (ii) all current reports that
would be required to be filed with the SEC on Form 8-K if CVS were required to
file such reports. In addition, whether or not required by the rules and
regulations is of the SEC, at any time after CVS files a registration statement
in connection with the Registered Exchange Offer or a Shelf Registration
Statement, CVS 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. CVS will also comply with the provisions of TIA ss. 314(a).

     Delivery of such reports, information and documents to the Trustee 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 CVS' compliance with
any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).

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,



                                       19
<PAGE>

and there shall be excluded from Secured Debt in any computation under this
Section 4.04 and under Section 4.05, Indebtedness, secured by:

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

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;

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 or 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;

Liens in favor of the Company or any Restricted Subsidiary;

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;

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;

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; 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 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;

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;

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;

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

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



                                       20
<PAGE>

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;

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;

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;

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;

Liens existing on the date of the Indenture;

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

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.

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 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:

     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;

     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)



                                       21
<PAGE>

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;

     the Company or a Restricted Subsidiary applies the net proceeds or 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;

     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;

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

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

the lease secures or relates to industrial revenue or pollution control bonds;
or the lease payment is created in connection with a project financed with, and
such obligation constitutes, a Nonrecourse Obligation.

Compliance Certificates.
     CVS 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 CVS and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether CVS 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 CVS
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
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). CVS shall also comply with TIA ss. 314(a)(4).

Further Instruments and Acts.
     Upon request of the Trustee, CVS 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.

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


                                       22
<PAGE>

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

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

SUCCESSORS

When CVS 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:

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

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, Successor Company Substituted.

     The Successor Company shall be the successor to CVS and shall succeed to,
and be substituted for, and may exercise every right and power of, CVS 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.

DEFAULTS AND REMEDIES

Events of Default.
     Each of the following shall constitute an "Event of Default":



                                       23
<PAGE>

CVS 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;

CVS 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;

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

an involuntary case or other proceeding shall be commenced against CVS with
respect to CVS 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 CVS or for any substantial
part of the property and assets of CVS, 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 CVS under any bankruptcy, insolvency
or other similar law now or hereafter in effect;

CVS (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 CVS or for all or
substantially all of the property and assets of CVS or (3) effects any general
assignment for the benefit of creditors;

an event of default as defined in any one or more indentures or instruments
evidencing or under which CVS 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 CVS by the Trustee (if such event be known to it), or to CVS 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 CVS or waived by the holders of
such indebtedness, then the Event of Default under this clause (vi) 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; and

failure by CVS 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 CVS by the
Trustee (if such event be known to it), or to CVS 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 CVS 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



                                       24
<PAGE>

pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.

     CVS 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 CVS is taking or proposes to take in respect thereof.

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.

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.

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 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.



                                       25
<PAGE>

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.

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:

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

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;

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;

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

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.

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.

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 CVS for the entire amount then due and
owing, plus the amounts provided for in Section 7.07.

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 CVS, CVS'
creditors or CVS' property, and, unless



                                       26
<PAGE>


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.

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

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

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

THIRD: to CVS.

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

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.

Waiver of Stay, Extension and Usury Laws.
     CVS (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 CVS (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.



                                       27
<PAGE>

TRUSTEE

Duties of Trustee.
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.

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

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

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).

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

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

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. 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.

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.

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

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

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.

Rights of Trustee.
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



                                       28
<PAGE>


signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in any such document.

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.

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.

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.

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.

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.

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.

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.

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 CVS or any Affiliate of CVS
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.

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 CVS' 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.


                                      29
<PAGE>


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.

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 ss. 313(a) to the
extent such a report is required by TIA ss. 313(a). The Trustee also shall
comply with TIA ss. 313(b).

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

Compensation and Indemnity.
     CVS shall pay to the Trustee from time to time such compensation as CVS
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. CVS 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.

     CVS 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 CVS promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify CVS shall not relieve CVS of its
obligations hereunder except to the extent that CVS may be materially
prejudiced by such failure. CVS shall defend the claim and the Trustee shall
cooperate in the defense of such claim. The Trustee may have separate counsel
and CVS shall pay the reasonable fees and expenses of such counsel. CVS 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. CVS need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

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

     To secure CVS' 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


                                      30
<PAGE>


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.

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 CVS 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 CVS in writing. CVS shall remove the
Trustee if:

the Trustee fails to comply with Section 7.10;

the Trustee is adjudged bankrupt or insolvent;

a Custodian or other public officer takes charge of the Trustee or its
property; or 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), CVS 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 CVS.

     If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, CVS 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 CVS. 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, CVS' obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.


                                      31
<PAGE>


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.

Eligibility; Disqualification.
     This Indenture at all times shall have a Trustee which satisfies the
requirements of TIA 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 ss. 310(b).

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

DISCHARGE OF INDENTURE; DEFEASANCE

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 CVS 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


                                      32
<PAGE>


acknowledge satisfaction and discharge of this Indenture on demand of CVS
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of CVS.

     (b) Subject to Section 8.01(c) and Section 8.02, CVS at any time may
terminate (i) all of CVS' 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"). CVS may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

     If CVS exercises its legal defeasance option, payment of the Notes may not
be accelerated because of an Event of Default. If CVS 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
CVS, the Trustee shall acknowledge in writing the discharge of those
obligations of CVS terminated thereby.

     (c) Notwithstanding clause (a) and clause (b) above, CVS' 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, CVS' obligations
contained in Section 7.07, Section 8.04 and Section 8.05 shall survive.

Conditions to Defeasance.
     CVS may exercise its legal defeasance option or its covenant defeasance
option only if:

with reference to this Section 8.02, CVS 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;

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 CVS is a party or by which it is bound;

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

CVS 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 CVS' 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


                                      33
<PAGE>


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

CVS 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 clause (i) above, 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 Revenue Service to the same
effect. Before or after a deposit, CVS may make arrangements satisfactory to
the Trustee for the redemption of the Notes at a future date in accordance with
Article III.

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.

Repayment to CVS.
     The Trustee and the Paying Agent shall promptly turn over to CVS 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 CVS 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 CVS for
payment as general creditors.

Indemnity for Government Obligations.
     CVS 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.

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, CVS' 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 CVS has made any payment of interest
on or principal of any of the Notes because of the reinstatement of its
obligations, CVS 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.

AMENDMENT, SUPPLEMENT AND WAIVER

Without Consent of Holders of Notes.
     CVS and the Trustee may amend or supplement this Indenture or the Notes
without notice to or the consent of any Holder of a Note:


                                      34
<PAGE>


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;

to provide for the assumption of CVS' obligations to the Holders of the Notes
in connection with a consolidation or merger of the Company or the sale,
conveyance, transfer, lease or other disposal of all or substantially all of
the property and assets of the Company pursuant to Article V;

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

to evidence and provide for the acceptance of appointment under this Indenture
by a successor Trustee, or

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

     Upon the request of CVS 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 CVS 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, CVS shall mail to the Holders of Notes affected thereby a notice
briefly describing any such amendment, supplement or waiver. Any failure of CVS
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 CVS in any particular instance with any provision of this Indenture or the
Notes.

With Consent of Holders of Notes.
     CVS 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:


                                      35
<PAGE>


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; 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;

waive a Default in the payment of principal of or interest on any Note of such
Holder; or 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 CVS 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 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 CVS 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, CVS shall mail to the Holders of Notes affected thereby a notice
briefly describing any such amendment, supplement or waiver. Any failure of CVS
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.

     CVS 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.

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.

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


                                      36
<PAGE>


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.

     CVS 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.

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 CVS or the
Trustee so determines, CVS in exchange for such Note shall issue and the
Trustee 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.

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. CVS shall not sign any amendment or
supplemental Indenture until the Board of Directors approves any such amendment
or supplemental Indenture.

MISCELLANEOUS

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


                                      37
<PAGE>


Notices.
     Any notice or communication by CVS 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 CVS:

                        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 -21W
                       New York, New York 10286
                       Telecopier No: (212) 815-5915
                       Attention: Corporate Trust Administration

     CVS 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.

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

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


                                      38
<PAGE>


Certificate and Opinion as to Conditions Precedent.
     Upon any request or application by CVS to the Trustee to take any action
under this Indenture, CVS shall furnish to the Trustee any certificates or
opinions required by the TIA, and:

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 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.

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:

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

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;

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

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

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.

No Personal Liability of Directors, Officers, Employees, Incorporators and
Stockholders.
     No director, officer, employee, incorporator or stockholder of CVS, as
such, shall have any liability for any obligations of CVS 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.

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.

No Adverse Interpretation of Other Agreements.
     This Indenture may not be used to interpret another indenture, loan or
debt agreement of CVS or its Subsidiaries. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.


                                      39
<PAGE>


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

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.

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.

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.


                                      40
<PAGE>


                                   SIGNATURES

Dated as of March 22, 2001                 CVS CORPORATION


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

Attest:


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


Dated as of March 22, 2001                 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 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

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


                                      A-1
<PAGE>


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.

     [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.]**

---------
**Include on a Definitive Security to be held by an institutional "accredited
investor" (as defined in Rule 501(a), (1), (2), (3) or (7) under the
Securities Act).
<PAGE>


                                CVS CORPORATION

No.                                                    Principal Amount $
                                                       CUSIP No. ________

                        5-5/8% Notes due March 15, 2006

     CVS CORPORATION, a Delaware corporation, promises to pay to , or
registered assigns, the principal sum of $________ Dollars on March 15, 2006.

     Interest Payment Dates: March 15 and September 15.

     Record Dates: March 1 and September 1.

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

Dated:________________

[Seal]
 ----
                                           CVS CORPORATION

                                           By __________________________________
                                                Title:

                                           By __________________________________
                                                Title:


                                      A-3
<PAGE>


                                CVS CORPORATION

                        5-5/8% Notes due March 15, 2006


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-4
<PAGE>


                         [FORM OF REVERSE SIDE OF NOTE]

                        5-5/8% Notes due March 15, 2006

Interest
     CVS CORPORATION, a Delaware corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being
herein called "CVS"), 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 6-1/8% 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.

     CVS will pay interest semi-annually on March 15 and September 15 of each
year, commencing September 15, 2001. 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 March 22, 2001, 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. CVS shall pay interest on overdue principal at the rate borne by
the Notes.

Method of Payment
     CVS 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.
CVS 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.
However, CVS may pay principal and interest by check payable in such money. It
may mail an interest check to a Holder's registered address.

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

Indenture
     CVS issued the Notes under an Indenture dated as of March 22, 2001 (the
"Indenture"), between CVS 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. ss.ss. 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 CVS initially limited to $300,000,000
aggregate principal amount (subject to Section 2.07 of the Indenture). CVS 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 CVS and certain of its subsidiaries and the
entry into certain


                                      A-5
<PAGE>


sale and leaseback arrangements by the Company and certain of its subsidiaries.
The Indenture also restricts the ability of CVS to consolidate or merge with or
into, or to transfer all or substantially all its assets to, another person.

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 15 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.

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


                                      A-6
<PAGE>


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.

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.

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

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 CVS at its request unless an abandoned
property law designates another Person. After any such payment, Holders
entitled to the money must look only to CVS and not to the Trustee or Paying
Agent for payment.

Discharge and Defeasance
     Subject to certain conditions, CVS at any time may terminate some or all
of its obligations under the Notes and the Indenture if CVS 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.

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, CVS 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.

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.


                                      A-7
<PAGE>


     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.

Trustee Dealings with CVS
     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 CVS or its Affiliates and may otherwise deal with CVS or its Affiliates with
the same rights it would have if it were not Trustee.

No Recourse Against Others
     A director, officer, employee or stockholder, as such, of CVS or the
Trustee shall not have any liability for any obligations of CVS 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.

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.

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).

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 CVS to the extent provided therein.

CUSIP Numbers
     Pursuant to the recommendation promulgated by the Committee on Uniform
Security Identification Procedures, CVS 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.

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.


                                      A-8
<PAGE>


                                --------------

     CVS 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-9
<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 CVS.  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-10
<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 CVS 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, CVS 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-11
<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>
=======================================================================================================================
<S>            <C>                       <C>                       <C>                        <C>
               Amount of decrease in     Amount of increase in     Principal Amount of this   Signature of authorized
Date of        Principal Amount of       Principal Amount of       Global Note following      signatory of Trustee or
Exchange       this Global Note          this Global Note          such decrease or increase  Notes Custodian
-----------------------------------------------------------------------------------------------------------------------





































=======================================================================================================================
</TABLE>


<PAGE>


                                                                      EXHIBIT B

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

*

**

                                CVS CORPORATION

No.                                                   Principal Amount $
                                                      CUSIP No._________

                        5-5/8% Notes due March 15, 2006

     CVS CORPORATION, a Delaware corporation, promises to pay to , or
registered assigns, the principal sum of ________ Dollars on March 15, 2006.

     Interest Payment Dates: March 15 and September 15.

     Record Dates: March 1 and September 1.

     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

                        5-5/8% Notes due March 15, 2006


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]

                        5-5/8% Notes due March 15, 2006

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

     CVS will pay interest semi-annually on March 15 and September 15 of each
year, commencing September 15, 2001. 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 March 22, 2001. Interest will be computed on the basis of a 360-day
year of twelve 30-day months. CVS shall pay interest on overdue principal at
the rate borne by the Notes.

Method of Payment
     CVS 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.
CVS 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.
However, CVS may pay principal and interest by check payable in such money. It
may mail an interest check to a Holder's registered address.

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

Indenture
     CVS issued the Notes under an Indenture dated as of March 22, 2001 (the
"Indenture"), between CVS 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. ss.ss. 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 CVS initially limited to $300,000,000
aggregate principal amount (subject to Section 2.07 of the Indenture). CVS 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 CVS and certain of its subsidiaries and the
entry into certain sale and leaseback arrangements by the CVS and certain of
its subsidiaries. The Indenture also restricts the ability of CVS to
consolidate or merge with or into, or to transfer all or substantially all its
assets to, another person.


                                      B-3
<PAGE>


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 15 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.

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.


                                      B-4
<PAGE>


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.

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

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 CVS at its request unless an abandoned
property law designates another Person. After any such payment, Holders
entitled to the money must look only to CVS and not to the Trustee or Paying
Agent for payment.

Discharge and Defeasance
     Subject to certain conditions, CVS at any time may terminate some or all
of its obligations under the Notes and the Indenture if CVS 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.

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, CVS 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.

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


                                      B-5
<PAGE>


principal or interest) if it determines that withholding such notice is in the
interest of the Holders of Notes.

Trustee Dealings with CVS
     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 CVS or its Affiliates and may otherwise deal with CVS or its Affiliates with
the same rights it would have if it were not Trustee.

No Recourse Against Others
     A director, officer, employee or stockholder, as such, of CVS or the
Trustee shall not have any liability for any obligations of CVS 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.

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.

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).

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 CVS to the extent provided therein.

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.

CUSIP Numbers
     Pursuant to the recommendation promulgated by the Committee on Uniform
Security Identification Procedures, CVS 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.

                           --------------------------

     CVS 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:


                                      B-6
<PAGE>


                                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 CVS.  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
<PAGE>



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


                                CVS CORPORATION

                                   as Issuer,

                                      and

                              THE BANK OF NEW YORK

                                   as Trustee


                               -----------------

                                   INDENTURE

                           Dated as of March 22, 2001

                               -----------------





                        5-5/8% NOTES DUE MARCH 15, 2006

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


<PAGE>


                             CROSS-REFERENCE TABLE

Trust Indenture
Act Section                                                    Indenture Section
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

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


<PAGE>


                               TABLE OF CONTENTS

                                                                           Page

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................................7

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

      Section 2.01.     Form and Dating......................................7
      Section 2.02.     Execution and Authentication.........................9
      Section 2.03.     Registrar and Paying Agent...........................9
      Section 2.04.     Paying Agent to Hold Money In Trust.................10
      Section 2.05.     Lists of Holders of Notes...........................10
      Section 2.06.     Transfer and Exchange...............................11
      Section 2.07.     Replacement Notes...................................15
      Section 2.08.     Outstanding Notes...................................15
      Section 2.09.     Temporary Notes and Certificated Notes..............15
      Section 2.10.     Cancellation........................................16
      Section 2.11.     Defaulted Interest..................................16
      Section 2.12.     CUSIP Number........................................16

Article III REDEMPTION......................................................17

      Section 3.01.     Notices to Trustee..................................17
      Section 3.02.     Selection of Notes to be Redeemed...................17
      Section 3.03.     Notice of Redemption................................17
      Section 3.04.     Effect of Notice of Redemption......................18
      Section 3.05.     Deposit of Redemption Price.........................18
      Section 3.06.     Notes Redeemed in Part..............................18

Article IV COVENANTS........................................................18

      Section 4.01.     Payment of Principal, Premium and Interest..........18
      Section 4.02.     Maintenance of Office or Agency.....................19
      Section 4.03.     SEC Reports.........................................19
      Section 4.04.     Restrictions on Secured Funded Debt.................19
      Section 4.05.     Limitation on Sale/Leaseback Transactions...........21
      Section 4.06.     Compliance Certificates.............................22
      Section 4.07.     Further Instruments and Acts........................22
      Section 4.08.     Calculation of Original Issue Discount..............22

Article V SUCCESSORS........................................................23

      Section 5.01.     When CVS May Merge, Consolidate or Dispose of
                        Assets..............................................23


<PAGE>


      Section 5.02.     Successor Company Substituted........................23

Article VI DEFAULTS AND REMEDIES.............................................23

      Section 6.01.     Events of Default....................................23
      Section 6.02.     Acceleration.........................................25
      Section 6.03.     Other Remedies.......................................25
      Section 6.04.     Waiver of Past Defaults..............................25
      Section 6.05.     Control by Majority..................................26
      Section 6.06.     Limitation On Suits..................................26
      Section 6.07.     Unconditional Right of Holders of Notes to Receive
                        Payment..............................................26
      Section 6.08.     Collection Suit by Trustee...........................26
      Section 6.09.     Trustee May File Proofs of Claim.....................26
      Section 6.10.     Priorities...........................................27
      Section 6.11.     Undertaking for Costs................................27
      Section 6.12.     Waiver of Stay, Extension and Usury Laws.............27

Article VII TRUSTEE..........................................................28

      Section 7.01.     Duties of Trustee....................................28
      Section 7.02.     Rights of Trustee....................................28
      Section 7.03.     Individual Rights of Trustee.........................29
      Section 7.04.     Trustee's Disclaimer.................................29
      Section 7.05.     Notice of Default....................................30
      Section 7.06.     Reports by Trustee to Holders of Notes...............30
      Section 7.07.     Compensation and Indemnity...........................30
      Section 7.08.     Replacement of Trustee...............................31
      Section 7.09.     Successor Trustee by Merger, Etc.....................32
      Section 7.10.     Eligibility; Disqualification........................32
      Section 7.11.     Preferential Collection of Claims Against CVS........32

Article VIII DISCHARGE OF INDENTURE; DEFEASANCE..............................32

      Section 8.01.     Discharge of Liability on Notes; Defeasance..........32
      Section 8.02.     Conditions to Defeasance.............................33
      Section 8.03.     Application of Trust Money...........................34
      Section 8.04.     Repayment to CVS.....................................34
      Section 8.05.     Indemnity for Government Obligations.................34
      Section 8.06.     Reinstatement........................................34

Article IX AMENDMENT, SUPPLEMENT AND WAIVER..................................34

      Section 9.01.     Without Consent of Holders of Notes..................34
      Section 9.02.     With Consent of Holders of Notes.....................35
      Section 9.03.     Compliance with Trust Indenture Act..................36
      Section 9.04.     Revocation and Effect of Consents and Waivers........36
      Section 9.05.     Notation On or Exchange of Notes.....................37
      Section 9.06.     Trustee to Sign Amendments, Etc......................37

Article X MISCELLANEOUS......................................................37

      Section 10.01.    Trust Indenture Act Controls.........................37
      Section 10.02.    Notices..............................................38


<PAGE>


      Section 10.03.    Communication by Holders of Notes with Other
                        Holders of Notes.....................................38
      Section 10.04.    Certificate and Opinion as to Conditions Precedent...39
      Section 10.05.    Statements Required in Certificate or Opinion........39
      Section 10.06.    Rules by Trustee and Agents..........................39
      Section 10.07.    No Personal Liability of Directors, Officers,
                        Employees, Incorporators and Stockholders............39
      Section 10.08.    Governing Law........................................39
      Section 10.09.    No Adverse Interpretation of Other Agreements........39
      Section 10.10.    Successors...........................................40
      Section 10.11.    Severability.........................................40
      Section 10.12.    Counterpart Originals................................40
      Section 10.13.    Table of Contents, Headings, Etc.....................40

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