Unassociated Document


     

    Exhibit
      4.1

     

    FIRST
      SUPPLEMENTAL INDENTURE

     

    between

     

    CVS
      CAREMARK CORPORATION

     

    and

     

    THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A.

     

    Supplemental
      to Subordinated Indenture

     

    dated
      as
      of May 25, 2007

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF CONTENTS

    
      
        

      

    

    
      


    

    Page

    
      	 
	
              ARTICLE
                1 

            
	
              DEFINITIONS 

            
	 	 
	
              Section
                1.01.  Definitions

            	
              1

            
	 	 
	
              ARTICLE
                2 

            
	
              GENERAL
                TERMS AND CONDITIONS OF THE ECAPSSM 

            
	 	 
	
              Section
                2.01.  Designation, Principal Amount and Authorized
                Denominations

            	
              9

            
	
              Section
                2.02.  Payment of Principal

            	
              10

            
	
              Section
                2.03.  Form

            	
              13

            
	
              Section
                2.04.  Rate of Interest; Interest Payment
                Date

            	
              14

            
	
              Section
                2.05.  Interest Deferral.

            	
              15

            
	
              Section
                2.06.  Events of Default

            	
              16

            
	
              Section
                2.07.  Securities Registrar; Paying Agent; Delegation of
                Trustee Duties

            	
              18

            
	
              Section
                2.08.  No Sinking Fund

            	
              18

            
	
              Section
                2.09.  Subordination

            	
              18

            
	
              Section
                2.10.  Defeasance

            	
              18

            
	 
	
              ARTICLE
                3 

            
	
              COVENANTS 

            
	 	 
	
              Section
                3.01.  Dividend and Other Payment
                Stoppages

            	
              18

            
	 
	
              ARTICLE
                4 

            
	
              REDEMPTION
                OF THE ECAPSSM 

            
	 	 
	
              Section
                4.01.  Redemption Price

            	
              19

            
	 
	
              ARTICLE
                5 

            
	
              REPAYMENT
                OF ECAPSSM 

            
	 	 
	
              Section
                5.01.  Repayments

            	
              20

            
	
              Section
                5.02.  Selection of the ECAPSSM
                to be Repaid

            	
              20

            
	
              Section
                5.03.  Notice of Repayment

            	
              21

            
	
              Section
                5.04.  Deposit of Repayment Amount

            	
              22

            
	
              Section
                5.05.  Repayment of ECAPSSM

            	
              22

            


    

    


    
      
        
          
          

        

        
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              ARTICLE
                6 

            
	
              MISCELLANEOUS 

            
	 	 
	
              Section
                6.01.  Effectiveness

            	
              22

            
	
              Section
                6.02.  Successors and Assigns

            	
              22

            
	
              Section
                6.03.  Effect of Recitals

            	
              23

            
	
              Section
                6.04.  Ratification of Indenture

            	
              23

            
	
              Section
                6.05.  Governing Law

            	
              23

            
	
              Section
                6.06.  Jury Trial Waiver

            	
              23

            
	
              Section
                6.07.  Severability

            	
              23

            


    

     

    


    
      
        
          
          

        

        
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    FIRST
      SUPPLEMENTAL INDENTURE, dated as of May 25, 2007 (the
“First Supplemental Indenture”), between CVS CAREMARK
      CORPORATION, a Delaware corporation (the “Company”), having its
      principal office at One CVS Drive, Woonsocket, Rhode Island 02895, and THE
      BANK
      OF NEW YORK TRUST COMPANY, N.A., a national banking association, as trustee
      (hereinafter called the “Trustee”).

     

    RECITALS
      OF THE COMPANY

     

    The
      Company and the Trustee entered into a Subordinated Indenture, dated as of
      May
      25, 2007 (the “Indenture”).

     

    Section 9.01
      of the Indenture provides that the Company and the Trustee may, without the
      consent of any Holder, enter into a supplemental indenture to establish the
      form
      or terms of Debt Securities of any series as permitted by Section 2.01 or
      3.01 thereof.

     

    Pursuant
      to Sections 2.01 and 3.01 of the Indenture, the Company desires to provide
      for
      the establishment of a series of Debt Securities under the Indenture, and the
      form and terms thereof, as hereinafter set forth.

     

    The
      Company has requested that the Trustee execute and deliver this First
      Supplemental Indenture.  The Company has delivered to the Trustee an
      Opinion of Counsel and an Officers’ Certificate pursuant to Sections 2.02 and
      10.04 of the Indenture to the effect, among other things, that all conditions
      precedent provided for in the Indenture to the Trustee’s execution and delivery
      of this First Supplemental Indenture have been complied with.  All
      acts and things necessary have been done and performed to make this First
      Supplemental Indenture enforceable in accordance with its terms, and the
      execution and delivery of this First Supplemental Indenture has been duly
      authorized in all respects.

     

    NOW,
      THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: For and in
      consideration of the premises and the purchase of the ECAPSSM (as herein
      defined)
      by the Holders thereof, it is mutually covenanted and agreed, for the equal
      and
      proportionate benefit of all Holders of the ECAPSSM, as
      follows:

     

     

    ARTICLE
      1

    DEFINITIONS

     

    Section
      1.01.  Definitions.  For all purposes of this First
      Supplemental Indenture, except as otherwise expressly provided or unless the
      context otherwise requires:

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (a)           Terms
      defined in the Indenture have the same meanings when used in this First
      Supplemental Indenture unless otherwise defined herein.

     

    (b)           The
      terms defined in this Article have the meanings assigned to them in this
      Article, and include the plural as well as the singular.

     

    (c)           The
      words “herein,” “hereof” and “hereunder” and other words of similar import refer
      to this First Supplemental Indenture as a whole and not to any particular
      Article, Section or other subdivision, and any reference to an Article, Section
      or other subdivision refers to an Article, Section or other subdivision of
      this
      First Supplemental Indenture.

     

    (d)           Any
      reference herein to “interest” shall include any Additional
      Interest.

     

    In
      addition, the following terms used in this First Supplemental Indenture have
      the
      following respective meanings:

     

    “Additional
      Interest” means the interest, if any, that shall accrue on any interest
      on the ECAPSSM
      the payment of which has not been made on the applicable Interest Payment
      Date.

     

    “Business
      Day” means each day other than (i) a Saturday or Sunday or (ii) a day
      on which banking institutions in The City of New York are authorized or required
      by law or executive order to remain closed or, on or after June 1, 2012, a
      day
      that is not a London banking day.

     

    “Calculation
      Agent” means, with respect to the ECAPSSM,
      The Bank of New
      York Trust Company, N.A., or any other banking institution or trust company
      appointed by the Company, acting as calculation agent in respect of the
      ECAPSSM.

     

    “Commercially
      Reasonable Efforts” to sell Qualifying Capital Securities means,
      commercially reasonable efforts to complete the offer and sale of Qualifying
      Capital Securities to Persons other than the Company or its Subsidiaries in
      public offerings or private placements.  The Company shall not be
      considered to have made Commercially Reasonable Efforts to effect a sale of
      Qualifying Capital Securities if it determines not to pursue or complete such
      sale solely due to pricing, coupon, dividend rate or dilution
      considerations.

     

    “Common
      Stock” means any of the Company’s equity securities (including equity
      securities held as treasury shares) or rights to purchase equity securities
      that
      have no preference in payment or dividends or amounts payable upon the Company’s
      liquidation, dissolution or winding-up (including a security that tracks the
      performance of, or relates to the results of, a business, unit or

     

    


    
      
        
          
          

        

        
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    division
      of the Company), and any equity securities that have no preference in payment
      or
      dividends or amounts payable upon the Company’s liquidation, dissolution or
      winding-up and are issued in exchange therefor in connection with a merger,
      consolidation, binding share exchange, business combination, recapitalization
      or
      other similar event.

     

    “Company”
      has the meaning specified in the Recitals.

     

    “Default”
      means any Event of Default as defined in Section 2.06(a)(i) and any event that
      is, or after notice or passage of time or both would be, an Event of
      Default.

     

    “Default
      Amount” has the meaning specified in Section 2.06(a)(ii).

     

    “ECAPSSM”
      has the meaning specified in Section 2.01.

     

    “Final
      Maturity Date” has the meaning specified in Section
      2.02(b).

     

    “First
      Supplemental Indenture” means this
      instrument as originally executed or as it may from time to time be supplemented
      or amended by one or more agreements supplemental hereto.

     

    “Indenture”
      has the meaning specified in the Recitals.

     

    “Interest
      Payment Dates” shall have the meaning specified in Section
      2.04.

     

    “Interest
      Period” means a Semi-Annual Interest Period or a Quarterly Interest
      Period, as the case may be.

     

    “LIBOR
      Determination Date” means the second London Banking Day immediately
      preceding the LIBOR Reset Date for the relevant Quarterly Interest
      Period.

     

    “LIBOR
      Reset Date” means March 1, June 1, September 1 and December 1 of each
      year during a Quarterly Interest Period, commencing on June 1,
      2012.

     

    “London
      Banking Day” means any day on which dealings in United States dollars
      are transacted or, with respect to any future date, are expected to be
      transacted in the London interbank market.

     

    “Market
      Disruption Event” means the occurrence or existence of any of the
      following events or sets of circumstances:

     

    (i)           Trading
      in securities generally, or shares of the Company’s

     

    


    
      
        
          
          

        

        
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    securities
      specifically, on the New York Stock Exchange or any other national securities
      exchange or in the over-the-counter market on which Qualifying Capital
      Securities are then listed or traded shall have been suspended or the settlement
      of such trading generally shall have been materially disrupted or minimum prices
      shall have been established on any such exchange or market by the United States
      Securities and Exchange Commission, by the relevant exchange or by any other
      regulatory agency or governmental body having jurisdiction such that trading
      shall have been materially disrupted;

     

    (ii)           The
      Company would be required to obtain the consent or approval of the Company’s
      stockholders or a regulatory body (including, without limitation, any securities
      exchange) or governmental authority to issue Qualifying Capital Securities
      pursuant to Section 2.02 and such consent or approval has not yet been obtained
      notwithstanding the Company’s commercially reasonable efforts to obtain such
      consent or approval;

     

    (iii)           A
      banking moratorium shall have been declared by the federal or state authorities
      of the United States such that market trading in the Qualifying Capital
      Securities has been materially disrupted or ceased;

     

    (iv)           A
      material disruption shall have occurred in commercial banking or securities
      settlement or clearance services in the United States such that market trading
      in the Qualifying Capital Securities has been materially disrupted or
      ceased;

     

    (v)           The
      United States shall have become engaged in hostilities, there shall have been
      an
      escalation in hostilities involving the United States, there shall have been
      a
      declaration of a national emergency or war by the United States or there shall
      have occurred any other national or international calamity or crisis such that
      market trading in the Qualifying Capital Securities has been materially
      disrupted or ceased;

     

    (vi)           There
      shall have occurred such a material adverse change in general domestic or
      international economic, political or financial conditions, including without
      limitation as a result of terrorist activities, or the effect of international
      conditions on the financial markets in the United States shall be such that
      trading Qualifying Capital Securities shall have been materially
      disrupted;

     

    (vii)           An
      event occurs and is continuing as a result of which the offering document for
      the offer and sale of Qualifying Capital Securities would, in the reasonable
      judgment of the Company, contain an untrue statement of a material fact or
      omit
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading and either (x) the disclosure of that
      event at such time, in the reasonable judgment of the Company, is not otherwise
      required by law and would have a material adverse effect on the business of
      the

     

    


    
      
        
          
          

        

        
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    Company
      or
      (y) the disclosure relates to a previously undisclosed proposed or pending
      material business transaction, provided that no single suspension
      period contemplated by this clause (vii) shall exceed 90 consecutive days
      and multiple suspension periods contemplated by this clause (vii) shall not
      exceed an aggregate of 180 days in any 360-day period; or

     

    (viii)           The
      Company reasonably believes that the offering document for such offer and sale
      of Qualifying Capital Securities would not be in compliance with a rule or
      regulation of the United States Securities and Exchange Commission (for reasons
      other than those referred to in clause (vii) above), and the Company
      determines it is unable to comply with such rule or regulation or such
      compliance is unduly burdensome, provided that no single suspension period
      contemplated by this clause (viii) shall exceed 90 consecutive days and
      multiple suspension periods contemplated by this clause (viii) shall not
      exceed an aggregate of 180 days in any 360-day period.

     

    “Optional
      Deferral Period” means the period commencing on an Interest Payment
      Date with respect to which the Company elects to defer interest pursuant to
      Section 2.05 and ending on the earlier of (i) the tenth anniversary of that
      Interest Payment Date and (ii) the next Interest Payment Date on which the
      Company has paid all deferred and unpaid amounts (including compounded interest
      on such deferred amounts) with respect to all prior Interest Periods and all
      other accrued interest on the ECAPSSM.

     

    “Pari
      Passu Securities” means (i) indebtedness
      of the Company and other securities that by their terms rank equally with the
      ECAPSSM in right
      of payment and upon liquidation, (ii) guarantees by the Company of indebtedness
      or other securities, which guarantees, by their terms rank equally with the
      ECAPSSM, in
      right of payment and upon liquidation, and (iii) the Company’s trade accounts
      payable and accrued liabilities arising in the ordinary course of
      business.

     

    “Qualifying
      Capital Securities” has the meaning specified in the Replacement
      Capital Covenant.

     

    “Quarterly
      Interest Payment Date” shall have the meaning specified in Section
      2.04.

     

    “Quarterly
      Interest Period” means the period beginning on and including
      June 1, 2012 and ending on but excluding the next Interest Payment Date and
      each successive period beginning on and including an Interest Payment Date
      and
      ending on but excluding the next Interest Payment Date.

     

    “Rating
      Agency Event” means a change by any nationally recognized statistical
      rating organization within the meaning of Section 3(a)(62) under the Securities
      Exchange Act of 1934, as amended, that currently publishes a rating
      for

     

    


    
      
        
          
          

        

        
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    the
      Company (in this definition, a “rating agency”) in assigning equity credit to
      securities such as the ECAPSSM, as such
      methodology was in effect on May 25, 2007 (in this definition, the “current
      criteria”), which change results in (x) the length of time for which such
      current criteria are scheduled to be in effect is shortened with respect to
      the
      ECAPSSM or
      (y) a lower equity credit rating being assigned by such rating agency to
      the ECAPSSM as
      of the date of such change than the equity credit that would have been assigned
      to the ECAPSSM
      as of the date of such change by such rating agency pursuant to its current
      criteria.

     

    “Regular
      Record Date” for any Interest Payment Date means (i) so long as the
      ECAPSSM remain
      in book-entry only form, the close of business on the Business Day immediately
      preceding the applicable Interest Payment Date or (ii) if the ECAPSSM do not remain
      in
      book-entry only form, the close of business on the fifteenth calendar day
      immediately preceding the applicable Interest Payment Date.

     

    “Repayment
      Date” means the Scheduled Maturity Date and each Quarterly Interest
      Payment Date thereafter until the Company shall have repaid or redeemed all
      of
      the ECAPSSM.

     

    “Replacement
      Capital Covenant” means the Replacement Capital Covenant, dated as of
      May 25, 2007, by the Company, as the same may be amended or supplemented from
      time to time in accordance with the provisions thereof and Section 2.02(a)(vii)
      hereof.

     

    “Responsible
      Officer of the Paying Agent”
means, with respect to The Bank of New York Trust Company, N.A. in
      its capacity
      as Paying Agent, any officer within the corporate trust department (or any
      successor department, unit or division of The Bank of New York Trust Company,
      N.A.) assigned to the paying agent office of The Bank of New York Trust Company,
      N.A., in its capacity as Paying Agent, who has direct responsibility for the
      administration of the Paying Agent functions of the Indenture.

     

    “Reuters
      Screen LIBOR01” means the display designated on Reuters Screen LIBOR01,
      Inc. or any successor service or page for the purpose of displaying LIBOR
      offered rates of major banks, as determined by the Calculation
      Agent.

     

    “Scheduled
      Maturity Date” has the meaning specified in Section
      2.02(a).

     

    “Securities
      Registrar” means, with respect to the ECAPSSM,
      The Bank of New
      York Trust Company, N.A., or any other firm appointed by the Company, acting
      as
      securities registrar for the ECAPSSM.

     

    “Securities
      Registrar Office” means the office of the applicable

     

    


    
      
        
          
          

        

        
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    Securities
      Registrar at which at any particular time its corporate agency business shall
      principally be administered, which office at the date hereof in the case of
      The
      Bank of New York Trust Company, N.A., in its capacity as Securities Registrar
      under the Indenture, is located at 222 Berkeley Street, 2nd floor, Boston,
      MA
      02116, Attention: Corporate Trust Administration.

     

    “Semi-Annual
      Interest Payment Date” shall have the meaning specified in Section
      2.04.

     

    “Semi-Annual
      Interest Period” means the period beginning on and including May 25,
      2007 and ending on but excluding the first Interest Payment Date and each
      successive period beginning on and including an Interest Payment Date and ending
      on but excluding the next Interest Payment Date until June 1, 2012.

     

    “Tax
      Event” means the receipt by the Company of an opinion of counsel
      experienced in such matters to the effect that, as a result of any:
      (i) amendment to or change (including any officially announced proposed
      change) in the laws or regulations of the United States or any political
      subdivision or taxing authority of or in the United States that is enacted
      or
      becomes effective after May 25, 2007, (ii) official administrative decision
      or judicial decision or administrative action or other official pronouncement
      interpreting or applying those laws or regulations that is announced after
      May
      25, 2007, or (iii) threatened challenge asserted in connection with an audit
      of
      the Company or any of its Subsidiaries, or a threatened challenge asserted
      in
      writing against any other taxpayer that has raised capital through the issuance
      of securities that are substantially similar to the ECAPSSM, which latter
      challenge becomes publicly known after May 25, 2007; there is more than an
      insubstantial risk that interest payable by the Company on the ECAPSSM is not,
      or will not
      be, deductible by the Company, in whole or in part, for United States federal
      income tax purposes.

     

    “Three-Month
      LIBOR” means, with respect to any Quarterly Interest Period, the rate
      (expressed as a percentage per annum) for deposits in U.S. dollars for a
      three-month period commencing on the first day of that Quarterly Interest Period
      that appears on Reuters Screen LIBOR01 as of 11:00 a.m. (London time) on the
      LIBOR Determination Date for that Quarterly Interest Period. If such rate does
      not appear on Reuters Screen LIBOR01, Three-Month LIBOR will be determined
      on
      the basis of the rates at which deposits in U.S. dollars for a three-month
      period commencing on the first day of that Quarterly Interest Period are offered
      to prime banks in the London interbank market by four major banks in the London
      interbank market selected by the Calculation Agent (after consultation with
      the
      Company), at approximately 11:00 a.m., London time, on the LIBOR Determination
      Date for that Quarterly Interest Period, in an amount that, in the Calculation
      Agent’s judgment, is representative of a single transaction in that

     

    


    
      
        
          
          

        

        
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    market
      at
      that time. The Calculation Agent will request the principal London office of
      each of such banks to provide a quotation of its rate. If at least two such
      quotations are provided, Three-Month LIBOR with respect to that Quarterly
      Interest Period will be the arithmetic mean of such quotations. If fewer than
      two quotations are provided, Three-Month LIBOR with respect to that Quarterly
      Interest Period will be the arithmetic mean of the rates quoted by three major
      banks in New York City selected by the Calculation Agent (after consultation
      with the Company), at approximately 11:00 a.m., New York City time, on the
      first
      day of that Quarterly Interest Period for loans in U.S. dollars to leading
      European banks for a three-month period commencing on the first day of that
      Quarterly Interest Period and in an amount that, in the Calculation Agent’s
      judgment (after consultation with the Company), is representative of a single
      transaction in that market at that time. However, if fewer than three banks
      selected by the Calculation Agent to provide quotations are quoting as described
      above, Three-Month LIBOR for that Quarterly Interest Period will be the same
      as
      Three-Month LIBOR as determined for the previous Quarterly Interest Period
      or,
      in the case of the Quarterly Interest Period beginning on June 1, 2012,
      Three-Month LIBOR will be 6.302%.
      The establishment of Three-Month LIBOR for each Quarterly Interest Period by
      the
      Calculation Agent shall (in the absence of manifest error) be final and
      binding.

     

    “Trading
      Day” means each day other than (i) a Saturday or Sunday or (ii) a day
      on which banking institutions in The City of New York are authorized or required
      by law or executive order to remain closed.

     

    “Treasury
      Dealer” means Lehman Brothers Inc. (or its successor) or, if Lehman
      Brothers Inc. (or its successor) refuses to act as treasury dealer for the
      purpose of making the determination described in Section 4.01 or ceases to
      be a
      primary U.S. Government securities dealer, another nationally recognized
      investment banking firm that is a primary U.S. Government securities dealer
      specified by the Company for such purpose.

    


    “Treasury
      Price” means, with respect to a
      redemption date, the bid-side price for the Treasury Security as of the third
      Trading Day preceding the redemption date, as set forth in the daily statistical
      release (or any successor release) published by the Federal Reserve Bank of
      New
      York on that Trading Day and designated “Composite 3:30
      p.m.  Quotations for U.S. Government Securities,” as determined by the
      Treasury Dealer, except that: (i) if that release (or any successor
      release) is not published or does not contain that price information on that
      Trading Day, or (ii) if the Treasury Dealer determines that the price
      information is not reasonably reflective of the actual bid-side price of the
      Treasury Security prevailing at 3:30 p.m., New York City time, on that Trading
      Day, then Treasury Price will instead mean the bid-side price for the Treasury
      Security at or around 3:30 p.m., New York City time, on that Trading Day
      (expressed on a next Trading Day settlement basis) as determined by the
      Treasury

     

    


    
      
        
          
          

        

        
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    Dealer
      through such alternative means as are commercially reasonable under the
      circumstances.

     

    “Treasury
      Rate” means, with respect to a redemption date, the semi-annual
      equivalent yield to maturity of the Treasury Security that corresponds to the
      Treasury Price (calculated by the Treasury Dealer in accordance with standard
      market practice and computed as of the second Trading Day preceding the
      redemption date).

     

    “Treasury
      Security” means the United States Treasury security that the Treasury
      Dealer determines would be appropriate to use, at the time of determination
      and
      in accordance with standard market practice, in pricing the ECAPSSM being redeemed
      in a
      tender offer based on a spread to United States Treasury yields.

     

     

    ARTICLE
      2

    GENERAL
      TERMS AND CONDITIONS OF THE ECAPSSM

     

    Section
      2.01.  Designation, Principal Amount and Authorized
      Denominations.

     

    (a)           Designation.  Pursuant
      to Section 2.01 and 3.01 of the Indenture, there is hereby established a
      series of Debt Securities of the Company designated as the 6.302% Enhanced
      Capital Advantaged Preferred Securities due 2062 (the
“ECAPSSM”),
      the principal amount of which to be issued shall be in accordance with Section
      2.01(b) hereof and Section 2.02 of the Indenture for the authentication and
      delivery of ECAPSSM pursuant
      to the
      Indenture, and the form and terms of which shall be as set forth
      hereinafter.  

     

    (b)           Principal
      Amount.  ECAPSSM in an
      initial
      aggregate principal amount of $1,000,000,000 shall, upon execution of this
      First
      Supplemental Indenture, be executed by the Company and delivered to the Trustee
      or an Authenticating Agent for authentication, and the Trustee or an
      Authenticating Agent shall thereupon authenticate and deliver said ECAPSSM in accordance
      with
      a Company Order.  Additional ECAPSSM may be issued
      pursuant to this First Supplemental Indenture so long as such additional
      ECAPSSM are
      fungible for U.S. tax purposes with the ECAPSSM issued as
      of the
      date of this First Supplemental Indenture.  Any additional ECAPSSM issued under
      this
      First Supplemental Indenture will rank equally and ratably in right of payment
      with the ECAPSSM
      issued on the date of this First Supplemental Indenture and together will be
      treated as a single series of ECAPSSM.

     

    


    
      
        
          
          

        

        
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    (c)           Authorized
      Denominations.  The denominations in which ECAPSSM shall
      be issuable
      is $2,000 principal amount and integral multiples of $1,000
      thereof.

     

    Section
      2.02.  Payment of Principal.

     

    (a)           Scheduled
      Maturity Date.

     

    (i)           The
      principal amount of, and all accrued and unpaid interest on, the ECAPSSM shall be
      payable in
      full on June 1, 2037 or, if such day is not a Business Day, the following
      Business Day (the “Scheduled Maturity Date”);
provided, however, that in the event the Company has delivered
      an Officers’ Certificate to the Trustee pursuant to clause (v) of this
      Section 2.02(a) in connection with the Scheduled Maturity Date, (x) the
      principal amount of ECAPSSM payable
      on the
      Scheduled Maturity Date, if any, shall be the principal amount set forth in
      the
      notice of repayment, if any, accompanying such Officers’ Certificate,
      (y) such principal amount of ECAPSSM shall be
      repaid on
      the Scheduled Maturity Date pursuant to Article 5 hereof, and (z) subject
      to clause (ii) of this Section 2.02(a) the remaining ECAPSSM shall remain
      outstanding and shall be payable on the immediately succeeding Quarterly
      Interest Payment Date or such earlier date on which they are redeemed pursuant
      to Article 4 hereof or become due and payable pursuant to Section 6.02 of
      the Indenture.

     

    (ii)           In
      the event the Company has delivered an Officers’ Certificate to the Trustee
      pursuant to clause (v) of this Section 2.02(a) in connection with any
      Quarterly Interest Payment Date, the principal amount of the ECAPSSM repayable
      on such
      Quarterly Interest Payment Date shall be the principal amount set forth in
      the
      notice of repayment, if any, accompanying such Officers’ Certificate, and shall
      be repaid on such Quarterly Interest Payment Date pursuant to Article 5 hereof,
      and the remaining ECAPSSM shall remain
      outstanding and shall be payable on the immediately succeeding Quarterly
      Interest Payment Date or such earlier date on which they are redeemed pursuant
      to Article 4 hereof or become due and payable pursuant to Section 6.02 of
      the Indenture.

     

    (iii)           The
      obligation of the Company to repay the ECAPSSM pursuant
      to this
      Section 2.02(a) on any date prior to the Final Maturity Date shall be subject
      to
      (x) its obligations under Article Eleven of the Indenture to the holders of
      Senior Indebtedness and (y) its obligations under Section 2.05 with respect
      to the payment of deferred interest on the ECAPSSM.  In no
      event will the failure of the Company to comply with Section 2.02 hereof be
      an
      Event of Default.

     

    


    
      
        
          
          

        

        
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    (iv)           Until
      the ECAPSSM are
      paid in full:

     

    (A)           the
      Company shall use Commercially Reasonable Efforts, subject to a Market
      Disruption Event to raise sufficient net proceeds from the issuance of
      Qualifying Capital Securities during a 180-day period ending on the date, not
      more than 15 and not less than 10 Business Days prior to the Scheduled Maturity
      Date, on which the Company delivers the notice required by clause (v) of
      this Section 2.02(a) and Section 5.01, to permit repayment of the ECAPSSM in full
      on the
      Scheduled Maturity Date pursuant to clause (i) of this Section 2.02(a);
      and

     

    (B)           if
      the Company is unable for any reason to raise sufficient proceeds from the
      issuance of Qualifying Capital Securities to permit repayment in full of the
      ECAPSSM on the
      Scheduled Maturity Date or any subsequent Quarterly Interest Payment Date,
      the
      Company shall use Commercially Reasonable Efforts, subject to a Market
      Disruption Event to raise sufficient net proceeds from the issuance of
      Qualifying Capital Securities during a 90-day period ending on the date, not
      more than 15 and not less than 10 Business Days prior to the following Quarterly
      Interest Payment Date, on which the Company delivers the notice required by
      clause (v) of this Section 2.02(a) and Section 5.01, to permit repayment of
      the ECAPSSM in
      full on such following Quarterly Interest Payment Date pursuant to clause (i)(z)
      of this Section 2.02(a); and

     

    (C)           the
      Company shall apply any such net proceeds to the repayment of the ECAPSSM as provided
      in
      clause (vi) of this Section 2.02(a).

     

    


    
      
        
          
          

        

        
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    (v)           The
      Company shall, if it has not raised sufficient net proceeds from the issuance
      of
      Qualifying Capital Securities pursuant to clause (iv) above in connection
      with any Repayment Date, deliver an Officers’ Certificate to the Trustee no more
      than 15 and no less than 10 Business Days in advance of such Repayment Date
      stating the amount of net proceeds, if any, raised pursuant to clause
      (iv) above in connection with such Repayment Date.  The Company
      shall be excused from its obligation to use Commercially Reasonable Efforts
      to
      sell Qualifying Capital Securities pursuant to clause (iv) above if such
      Officers’ Certificate further certifies that:  (A) a Market
      Disruption Event was existing during the 180-day period preceding the date
      of
      such Officers’ Certificate or, in the case of any Repayment Date after the
      Scheduled Maturity Date, the 90-day period preceding the date of such Officers’
Certificate; and (B) either (a) the Market Disruption Event continued for
      the entire 180-day period or 90-day period, as the case may be, or (b) the
      Market Disruption Event continued for only part of the period but the Company
      was unable after using Commercially Reasonable Efforts to raise sufficient
      net
      proceeds during the rest of that period to permit repayment of the ECAPSSM in
      full.  Each Officers’ Certificate delivered pursuant to this clause
      (v), unless no principal amount of ECAPSSM is to be
      repaid on
      the applicable Repayment Date, shall be accompanied by a notice of repayment
      pursuant to Section 5.01 setting forth the principal amount of the ECAPSSM to be repaid
      on
      such Repayment Date, if any, which amount shall be determined after giving
      effect to clause (vi) of this Section 2.02(a).

     

    (vi)           Net
      proceeds of the issuance of any Qualifying Capital Securities that the Company
      is permitted to apply to repayment of the ECAPSSM on any Repayment
      Date will be applied, first, to pay deferred interest (including
      compounded interest thereon, to the extent permitted by law), second, to
      pay current interest and, third, to repay the outstanding principal
      amount of ECAPSSM, subject
      to a
      minimum principal amount of $5 million to be repaid on any Repayment Date;
      provided that if the Company is obligated to sell Qualifying Capital
      Securities and make payments on any outstanding Pari Passu Securities, in
      addition to the ECAPSSM in respect
      thereof,
      then on any date and for any period such payments will be made on those other
      Pari Passu Securities having the same Scheduled Maturity Date as the ECAPSSMpro
      rata in
      accordance with their respective outstanding principal amounts and no such
      payment shall be made on any other securities having a later Scheduled Maturity
      Date until the principal of and all accrued and unpaid interest on the
      ECAPSSM has been
      paid in full.  If the applicable percentage of net proceeds that
      Company raises from the sale of Qualifying Capital Securities during the
      relevant 180 or 90-day period is less than $5 million,

     

    


    
      
        
          
          

        

        
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    the
      Company will not be required to repay any ECAPSSM on the Scheduled
      Maturity Date or the next Interest Payment Date, as applicable.  On
      the next Interest Payment Date as of which the Company has raised net proceeds
      of at least $5 million during the 180-day period preceding the applicable notice
      date (or, if shorter, the period since the Company last prepaid any principal
      amount of ECAPSSM), the Company
      will
      be required to repay a principal amount of the ECAPSSM equal to
      the entire
      net proceeds from the sale of Qualifying Capital Securities during such 180-day
      or shorter period.

     

    Although
      under the Replacement Capital Covenant the principal amount of ECAPSSM that the
      Company
      may repay, redeem or purchase at any time on or after the Scheduled Maturity
      Date may be based on the percentages described under Section 2 of the
      Replacement Capital Covenant of the net cash proceeds from certain issuances
      during the applicable measurement period of common stock, rights to acquire
      common stock, mandatorily convertible preferred stock, debt exchangeable for
      equity and certain Qualifying Capital Securities, the Company has no obligation
      under the Indenture or the ECAPSSM to use Commercially
      Reasonable Efforts to issue any securities other than Qualifying Capital
      Securities or to use the proceeds of the issuance of any other securities to
      repay the ECAPSSM on the Scheduled
      Maturity Date or at any time thereafter.

     

    (vii)           The
      Company shall not amend the Replacement Capital Covenant to impose additional
      restrictions on the type or amount of Qualifying Capital Securities that the
      Company may include for purposes of determining when repayment, redemption
      or
      purchase of the ECAPSSM is permitted,
      except with the consent of Holders of a majority by principal amount of the
      ECAPSSM.  Except
      as aforesaid, the Company may amend or supplement the Replacement Capital
      Covenant in accordance with its terms and without the consent of the holders
      of
      the ECAPSSM.

     

    (b)           Final
      Maturity Date.  The principal of, and all accrued and unpaid
      interest on, all outstanding ECAPSSM shall be
      due and
      payable on June 1, 2062 or, if such date is not a Business Day, the
      following Business Day (the “Final Maturity Date”), regardless
      of the amount of Qualifying Capital Securities the Company may have issued
      and
      sold by that time.

     

    Section
      2.03.  Form.  The ECAPSSM
      shall be
      substantially in the form of Exhibit A attached hereto and shall be issued
      in
      fully registered definitive form without interest coupons.  Principal
      of and interest on the ECAPSSM issued in
      definitive form will be payable, the transfer of such ECAPSSM will be
      registrable
      and such ECAPSSM
      will be exchangeable for ECAPSSM bearing
      identical
      terms and provisions and notices and demands to or upon the Company in respect
      of the 

     

    


    
      
        
          
          

        

        
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    ECAPSSM
      and the Indenture
      may be served at the Corporate Trust Office of the Trustee, and the Company
      appoints the Trustee as its agent for the foregoing purposes, provided that
      payment of interest may be made at the option of the Company by check mailed
      to
      the Holders at such address as shall appear in the Securities Register or by
      wire transfer in immediately available funds to the bank account number of
      the
      Holders specified in writing by the Holders not less than 10 days before the
      relevant Interest Payment Date and entered in the Securities Register by the
      Securities Registrar.  The ECAPSSM may be presented
      for registration of transfer or exchange at the Securities Registrar
      Office.

     

    The
      ECAPSSM are
      initially solely issuable as Registered Global Securities.  Registered
      Global Securities shall be physically transferred to all beneficial owners
      in
      definitive form in exchange for their beneficial interests in a Registered
      Global Security if the Depositary with respect to such Registered Global
      Securities notifies the Company that it is unwilling or unable to continue
      as
      Depositary for such Registered Global Security, as the case may be, and a
      successor Depositary is not appointed by the Company within 90 days of such
      notice.

     

    Section
      2.04.  Rate of Interest; Interest Payment Date.

     

    (a)           Rate
      of Interest.  The ECAPSSM shall
      bear interest
      from and including May 25, 2007 to but excluding June 1, 2012, at the rate
      of
      6.302% per annum, computed on the basis of a 360-day year comprised of
      twelve 30-day months.  Commencing on June 1, 2012, the ECAPSSM shall accrue
      interest at an annual rate of Three-month LIBOR plus 2.065% (the
“Floating Rate”), payable quarterly in arrears.  The
      amount of Floating Rate interest payable on the ECAPSSM for any
      Quarterly
      Interest Period will be computed on the basis of a 360-day year and the actual
      number of days elapsed in the 360-day year.  Interest will accrue from
      and including the last date in respect of which interest has been paid or duly
      provided for to but excluding the Interest Payment Date on which the interest
      is
      actually paid.

     

    (b)           Interest
      Payment Dates.  Subject to the other provisions hereof, interest
      on the ECAPSSM
      shall be payable (i) semi-annually in arrears on June 1, and December 1 of
      each year, commencing on December 1, 2007, to and including June 1,
      2012 (each such date, a “Semi-Annual Interest Payment Date”),
      or if any such day is not a Business Day, the following Business Day (and no
      interest shall accrue as a result of such postponement) and (ii)
      thereafter, quarterly in arrears on March 1, June 1, September 1 and December
      1
      of each year, commencing on September 1, 2012 (each such date, a
“Quarterly Interest Payment Date” and, together with
      Semi-Annual Interest Payment Dates, each, an “Interest Payment
      Date”).  If a scheduled Quarterly Interest Payment Date is
      not a Business Day, such Interest Payment Date shall be postponed to the next
      succeeding day that is a Business Day; provided that if such Business
      Day is in 

     

    


    
      
        
          
          

        

        
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    the
      next
      succeeding calendar month, such Interest Payment Date shall be the immediately
      preceding Business Day.

     

    (c)           Interest
      will be payable to the persons in whose name the ECAPSSM are registered
      at
      the close of business on the Regular Record Date next preceding the relevant
      Interest Payment Date, except that interest payable at maturity shall be paid
      to
      the person to whom principal is paid.

     

    Section
      2.05.  Interest Deferral.

     

    (a)           Option
      to Defer Interest Payments.

     

    (i)           So
      long as there is no Event of Default existing under the Indenture, the Company
      shall have the right at any time and from time to time, to defer the payment
      of
      interest on the ECAPSSM for one
      or more
      Interest Periods of up to 10 consecutive years per Optional Deferral Period,
      provided that no Optional Deferral Period shall extend beyond the Final Maturity
      Date or any earlier accelerated maturity date as described in Section 2.06
      or
      the earlier repayment or redemption in full of the ECAPSSM.  If the
      Company has paid all accrued and unpaid deferred interest (including Additional
      Interest) on the ECAPSSM, the Company
      shall
      have the right to elect to begin a new Optional Deferral Period pursuant to
      this
      Section 2.05.

     

    (ii)           At
      the end of any Optional Deferral Period, the Company shall pay all deferred
      interest on the ECAPSSM to the Persons
      in
      whose names the ECAPSSM are registered
      in
      the Securities Register at the close of business on the Regular Record Date
      with
      respect to the Interest Payment Date at the end of such Optional Deferral
      Period.

     

    (iii)           The
      Company may elect to pay interest on any Interest Payment Date during any
      Optional Deferral Period to the extent permitted by Section
      2.05(b).

     

    (b)           Payment
      of Deferred Interest.  The Company may pay at any time all or any
      portion of the accrued and unpaid deferred interest during an Optional Deferral
      Period.  The Company is prohibited from paying current interest on the
      ECAPSSM until
      the Company has paid all accrued an unpaid deferred interest.  At the
      end of the Optional Deferral Period or on any redemption date, the Company
      will
      be obligated to pay all accrued and unpaid deferred interest. 

     

    (c)           Notice
      of Deferral.  The Company shall give written notice of its
      election to commence or continue any Optional Deferral Period to the Trustee
      and
      the Holders of the ECAPSSM at least
      one
      Business Day and not more than sixty Business Days before the next Interest
      Payment Date.  Notice of the Company’s 

     

    


    
      
        
          
          

        

        
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    election
      of an Optional Deferral Period shall be given to the Trustee and each holder
      of
      ECAPSSM at such
      holder’s address appearing in the Security Register by first-class mail, postage
      prepaid.

     

    Section
      2.06.  Events of Default.  (a) (i) Solely for
      purposes of the ECAPSSM, Section 6.01
      of the Indenture shall be deleted and replaced by the following:

     

    SECTION
      6.01.  Events of Default.

     

    “Event
      of
      Default”, wherever used herein with respect to the ECAPSSM, means any
      one of
      the following events (whatever the reason for such Event of Default and whether
      it shall be voluntary or involuntary or be effected by operation of law or
      pursuant to any judgment, decree or order of any court or any order, rule or
      regulation of any administrative or governmental body):

     

    (i)           default
      in the payment of any interest on the ECAPSSM when due
      and
      payable, and such default continues for a period of 30 days; provided
      that a valid extension or deferral of the Interest Period in accordance with
      Section 2.05 will not constitute an Event of Default;

     

    (ii)           default
      in the payment of principal on the ECAPSSM when due,
      whether
      at the Stated Maturity, upon redemption, upon a declaration of acceleration,
      or
      otherwise, subject to the limitations set forth in Section 2.02 of this First
      Supplemental Indenture;

     

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

     

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

     

    


    
      
        
          
          

        

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

     

    The
      Company shall deliver to the Trustee, within 30 days after the occurrence
      thereof, an Officers’ Certificate of any Event of Default pursuant to clause
      6.01(iii) or clause 6.01(iv) and any event which with the giving of notice
      or
      the lapse of time would become an Event of Default, its status and what action
      the Company is taking or proposes to take in respect thereof.

     

    (ii)           Solely
      for purposes of the ECAPSSM, Section 6.02
      of the Indenture shall be deleted and replaced by the following:

     

    SECTION
      6.02.  Acceleration.

     

    If
      an
      Event of Default occurs and is continuing, then, and in each and every such
      case, either the Trustee or the Holders of not less than 25% in aggregate
      principal amount of the ECAPSSM then outstanding
      by
      notice in writing to the Company (and to the Trustee if given by Holders),
      may
      declare the entire outstanding principal amount of all ECAPSSM, 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 6.01(iii)
      or
      clause 6.01(iv) of Section 6.01 with respect the ECAPSSM, then the
      principal
      amount of all the ECAPSSM 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 of the ECAPSSM or the Trustee
      to
      the full extent permitted by applicable law.  The Holders of a
      majority in aggregate principal amount of the then outstanding ECAPSSM by written
      notice
      to the Trustee may on behalf of all of the Holders of the ECAPSSM 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.

     

    (iii)  Solely
      for the purposes of the ECAPSSM, Section
      6.04 of
      the Indenture shall be deleted in its entirety and replaced by the
      following:

     

    Section
      6.04.  Waiver of Past
      Defaults.  Holders of at least a majority in principal amount of
      the outstanding ECAPSSM,
      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 ECAPSSM
      as
      specified in

     

    


    
      
        
          
          

        

        
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    clauses
      6.01(i) or 6.01(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 ECAPSSM
      affected.  Upon any such waiver, such Default shall cease to exist
      with respect to the ECAPSSM, and any
      Event of
      Default arising therefrom shall be deemed to have been cured, for every purpose
      of this Indenture, but no such waiver shall extend to any subsequent or other
      Default or Event of Default or impair any right consequent thereto.

     

    Section
      2.07.  Securities Registrar; Paying Agent; Delegation of Trustee
      Duties.

     

    (a)           The
      Company appoints The Bank of New York Trust Company, N.A., as Securities
      Registrar and Paying Agent with respect to the ECAPSSM.

     

    (b)           Notwithstanding
      any provision contained herein, to the extent permitted by applicable law,
      the
      Trustee may delegate its duty to provide such notices and to perform such other
      duties as may be required to be provided or performed by the Trustee under
      the
      Indenture, and, to the extent such obligation has been so delegated, the Trustee
      shall not be responsible for monitoring the compliance of, nor be liable for
      the
      default or misconduct of, any such designee.

     

    Section
      2.08.  No Sinking Fund.  The ECAPSSM
      shall not be
      subject to any sinking fund or analogous provisions.

     

    Section
      2.09.  Subordination.  The subordination provisions
      of Article 11 of the Indenture shall apply to the ECAPSSM.

     

    Section
      2.10.  Defeasance.  The provisions of Article 8 of
      the Indenture (Discharge of Indenture; Defeasance) shall apply to the
      ECAPSSM.

     

     

    ARTICLE
      3

    COVENANTS

     

    Section
      3.01.  Dividend and Other Payment
      Stoppages.  Unless the Company has paid all accrued and unpaid
      Interest on the ECAPSSM, or if an
      Event of
      Default has occurred and is continuing, the Company shall not, and shall not
      permit any Subsidiary of the Company to:

     

    (a)           declare
      or pay any dividends or distributions on, or redeem, purchase,
      acquire or make a liquidation payment with respect to, any shares of capital
      stock of the Company;

     

    (b)           make
      any payment of principal of, or interest or premium, if any,
      on 

    


    
      
        
          
          

        

        
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    or
      repay,
      purchase or redeem any of the Company’s debt securities that rank upon the
      Company’s liquidation on a parity with or junior to the ECAPSSM; or

     

    (c)           make
      any guarantee payments on any guarantee of debt securities if the guarantee
      ranks equally with or junior in interest to the ECAPSSM.

     

    provided,
      however, the restrictions in clauses (a), (b) and (c) above do
      not apply to:  (i) any purchase, redemption or other acquisition of
      shares of its capital stock by the Company in connection with (A) any employment
      contract, benefit plan or other similar arrangement with or for the benefit
      of
      any one or more of its employees, officers, directors, consultants or
      independent contractors, (B) the satisfaction of the Company’s obligations
      pursuant to any contract entered into in the ordinary course of business prior
      to the beginning of the applicable Optional Deferral Period, (C) a dividend
      reinvestment or shareholder purchase plan, or (D) the issuance of the
      Company’s capital stock, or securities convertible into or exercisable for such
      capital stock, as consideration in an acquisition transaction entered into
      prior
      to the applicable Optional Deferral Period; (ii) any dividend or distribution
      by
      any of the Company’s subsidiaries to the Company or any of its other
      Subsidiaries; (iii) any exchange, redemption or conversion of any class or
      series of the Company’s capital stock, or the capital stock of one of its
      Subsidiaries, for any other class or series of its capital stock, or of any
      class or series of its indebtedness for any class or series of its capital
      stock; (iv) any purchase of fractional interests in shares of the Company’s
      capital stock pursuant to the conversion or exchange provisions of such capital
      stock or the securities being converted or exchanged; (v) any declaration of
      a
      dividend in connection with any shareholder rights plan, or the issuance of
      rights, stock or other property under any shareholder rights plan, or the
      redemption or purchase of rights pursuant thereto; (vi) any dividend in the
      form
      of stock, warrants, options or other rights where the dividend stock or stock
      issuable upon exercise of such warrants, options or other rights is the same
      stock as that on which the dividend is being paid or ranks equally with or
      junior to such stock; (vii) payments of current or deferred interest on Pari
      Passu Securities so long as any such payments are made on a pro rata
      basis with the ECAPSSM; or (viii)
      payments
      of principal in respect of Pari Passu Securities having the same Scheduled
      Maturity Date as the ECAPSSM and that
      are made
      on a pro rata basis with the ECAPSSM.

     

     

    ARTICLE
      4

    REDEMPTION
      OF THE ECAPSSM

     

    Section
      4.01.  Redemption Price.  The ECAPSSM
      shall be redeemable
      in accordance with Article 3 of the Indenture, provided that (a)
      the ECAPSSM are
      redeemable in whole or in part at the option of the Company at any time on
      or
      after June 1, 2012 at a Redemption Price equal to 100% of the principal amount
      of the ECAPSSM
      being redeemed plus accrued and unpaid interest to the redemption

     

    


    
      
        
          
          

        

        
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    date, (b)
      the ECAPSSM are
      redeemable in whole but not in part at the option of the Company at any time
      prior to June 1, 2012 and within 90 days following the occurrence and during
      the
      continuation of a Tax Event or Rating Agency Event, in each case at a Redemption
      Price equal to the greater of (i) 100% of the principal amount of the ECAPSSM being redeemed
      or
      (ii) the present value of a principal payment on June 1, 2012 and scheduled
      payments of interest that would have accrued from the redemption date to June
      1,
      2012 on the ECAPSSM being redeemed,
      discounted from their respective payment dates to the redemption date on a
      semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
      (not including any portion of such payments of interest accrued to the
      redemption date) at a discount rate equal to the Treasury Rate plus 50 basis
      points, in either case plus accrued and unpaid interest to the redemption date,
      and (c) the ECAPSSM are redeemable
      in
      whole or in part at the option of the Company at any time prior to June 1,
      2012,
      but not within 90 days after the occurrence of a Tax Event or Rating Agency
      Event, in each case at a Redemption Price equal to the greater of (i) 100%
      of
      the principal amount of the ECAPSSM being redeemed
      and
      (ii) the present value of a principal payment on June 1, 2012 and scheduled
      payments of interest that would have accrued from the redemption date to June
      1,
      2012 on the ECAPSSM being redeemed,
      discounted from their respective payment dates to the redemption date on a
      semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
      (not including any portion of such payments of interest accrued to the
      redemption date) at a discount rate equal to the Treasury Rate plus 25 basis
      points, in either case plus accrued and unpaid interest to the redemption date;
      provided that if the ECAPSSM
      are not redeemed in
      whole, the Company may not affect such redemption unless at least $25 million
      aggregate principal amount of the ECAPSSM, excluding
      any
      ECAPSSM held by
      the Company or any of its affiliates, remains outstanding after giving effect
      to
      such redemption.

     

     

    ARTICLE
      5

    REPAYMENT
      OF ECAPSSM

     

    Section
      5.01.  Repayments.  The Company shall, not more
      than 65 nor less than 60 Business Days prior to each Repayment Date (unless
      a
      shorter notice shall be satisfactory to the Trustee), notify the Trustee of
      the
      principal amount of ECAPSSM to be repaid
      on
      such date pursuant to Section 2.02(a).

     

    Section
      5.02.  Selection of the ECAPSSM
      to be
      Repaid.  If less than all the ECAPSSM are
      to be repaid on
      any Repayment Date (unless the ECAPSSM are issued
      in the
      form of a Registered Global Security), the particular ECAPSSM to be repaid
      shall
      be selected not more than 60 days prior to such Repayment Date by the Trustee,
      from the Outstanding ECAPSSM not previously
      repaid or called for redemption, by lot or such other method as the Trustee
      shall deem fair and appropriate and which may provide for the selection for
      redemption of a portion 

     

    


    
      
        
          
          

        

        
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    of
      the
      principal amount of any ECAPSSM, provided
      that the portion of the principal amount of any ECAPSSM not repaid
      shall be
      in an authorized denomination (which shall not be less than the minimum
      authorized denomination).

     

    The
      Trustee shall promptly notify the Company in writing of the ECAPSSM selected
      for
      partial repayment and the principal amount thereof to be repaid.  For
      all purposes hereof, unless the context otherwise requires, all provisions
      relating to the repayment of ECAPSSM shall relate,
      in
      the case of any ECAPSSM repaid or
      to be
      repaid only in part, to the portion of the principal amount of such ECAPSSM which has
      been or
      is to be repaid.

     

    Section
      5.03.  Notice of Repayment.  Notice of repayment
      shall be given by first-class mail, postage prepaid, mailed not earlier than
      the
      15th day, and not later than the 10th Business Day, prior to the Repayment
      Date,
      to each Holder of ECAPSSM to be repaid,
      at
      the address of such Holder as it appears in the Security Register.

     

    Each
      notice of repayment shall identify the ECAPSSM to be repaid
      (including the ECAPSSM’ CUSIP number,
      if a
      CUSIP number has been assigned to the ECAPSSM) and shall
      state:

     

    (a)           the
      Repayment Date;

     

    (b)           if
      less than all Outstanding ECAPSSM are to be
      repaid,
      the identification (and, in the case of partial repayment, the respective
      principal amounts) of the particular ECAPSSM to be
      repaid;

     

    (c)           that
      on the Repayment Date, the principal amount of the ECAPSSM to be repaid
      will
      become due and payable upon each such ECAPSSM or portion
      thereof,
      and that interest thereon, if any, shall cease to accrue on and after said
      date;
      and

     

    (d)           the
      place or places where such ECAPSSM are to be
      surrendered for payment of the principal amount thereof.

     

    Notice
      of
      repayment shall be given by the Company or, if the Company notifies the Trustee
      at least 24 hours in advance, at the Company’s request, by the Trustee in the
      name and at the expense of the Company and shall be irrevocable.  The
      notice if mailed in the manner herein provided shall be conclusively presumed
      to
      have been duly given, whether or not the Holders receive such
      notice.  In any case, a failure to give such notice by mail or any
      defect in the notice to any Holder of any ECAPSSM designated
      for
      repayment as a whole or in part shall not affect the validity of the proceedings
      for the repayment of any other ECAPSSM.

     

    


    
      
        
          
          

        

        
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    Section
      5.04.  Deposit of Repayment Amount.  Prior to 11:00
      a.m. New York City time on the Repayment Date specified in the notice of
      repayment given as provided in Section 5.03, the Company will deposit with
      the
      Trustee or with one or more Paying Agents (or if the Company is acting as its
      own Paying Agent, the Company will segregate and hold in trust as provided
      in
      Section 2.06 of the Indenture) an amount of money, in immediately available
      funds, sufficient to pay the principal amount of, and any accrued interest
      on,
      all the ECAPSSM
      which are to be repaid on that date.

     

    Section
      5.05.  Repayment of ECAPSSM.  If
      any notice of repayment has been given as provided in Section 5.03, the
      ECAPSSM or
      portion of the ECAPSSM with respect
      to
      which such notice has been given shall become due and payable on the date and
      at
      the place or places stated in such notice.  On presentation and
      surrender of such ECAPSSM at a place
      of
      payment in said notice specified, the said securities or the specified portions
      thereof shall be paid by the Company at their principal amount, together with
      accrued interest to but excluding the Repayment Date; provided that, except
      in
      the case of a repayment in full of all Outstanding ECAPSSM, installments
      of
      interest whose Stated Maturity is on or prior to the Repayment Date will be
      payable to the Holders of such ECAPSSM, registered
      as such
      at the close of business on the relevant Regular Record Dates according to
      their
      terms and the provisions of Section 4.01 of the Indenture.

     

    Upon
      presentation of any ECAPSSM repaid in
      part
      only, the Company shall execute and the Trustee shall authenticate and make
      available for delivery to the Holders thereof, at the expense of the Company,
      a
      new Debenture, of authorized denominations, in aggregate principal amount equal
      to the portion of the ECAPSSM not repaid
      and so
      presented and having the same Scheduled Maturity Date and other
      terms.  If a Registered Global Security is so surrendered, such new
      ECAPSSM will
      also be a new Registered Global Security.

     

    If
      any
      ECAPSSM required
      to be repaid shall not be so repaid upon surrender thereof, the principal of
      such ECAPSSM
      shall, until paid, bear interest from the applicable Repayment Date at the
      rate
      prescribed therefore in the ECAPSSM.

     

    
      ARTICLE
        6

      MISCELLANEOUS

       

      Section
        6.01.  Effectiveness.  This First Supplemental
        Indenture will become effective upon its execution and delivery.

       

      Section
        6.02.  Successors and Assigns.  All covenants and
        agreements in the Indenture, as supplemented and amended by this First
        Supplemental Indenture, by the Company shall bind its successors and assigns,
        whether so

    

     

    


    
      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

    


    expressed
      or not.

     

    Section
      6.03.  Effect of Recitals.  The recitals contained
      herein and in the ECAPSSM, except
      the
      Trustee’s certificates of authentication, shall be taken as the statements of
      the Company, and neither the Trustee nor any Authenticating Agent assumes any
      responsibility for their correctness.  The Trustee makes no
      representations as to the validity or sufficiency of this First Supplemental
      Indenture or of the ECAPSSM.  Neither
      the Trustee nor any Authenticating Agent shall be accountable for the use or
      application by the Company of the ECAPSSM or the proceeds
      thereof.

     

    Section
      6.04.  Ratification of Indenture.  The Indenture as
      supplemented by this First Supplemental Indenture, is in all respects ratified
      and confirmed, and this First Supplemental Indenture shall be deemed part of
      the
      Indenture in the manner and to the extent herein and therein
      provided.

     

    Section
      6.05.  Governing Law.  This First Supplemental
      Indenture and the ECAPSSM shall be
      governed
      by and construed in accordance with the laws of the State of New
      York.

     

    Section
      6.06.  Jury Trial Waiver.  EACH PARTY HERETO, AND
      EACH HOLDER OF ANY ECAPSSM BY ACCEPTANCE
      THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY
      RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
      OR
      INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
      INDENTURE.

     

    Section
      6.07.  Severability.  If any provision of the
      Indenture, as supplemented and amended by this First Supplemental Indenture,
      shall be held or deemed to be or shall, in fact, be illegal, inoperative or
      unenforceable, the same shall not affect any other provision or provisions
      herein contained or render the same invalid, inoperative or unenforceable to
      any
      extent whatever.

     

    *         
      *          *

    


    This
      instrument may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

     

    
      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS
      WHEREOF, the parties hereto have caused this First Supplemental Indenture to
      be
      duly executed as of the day and year first above written.

     

    
      	 	
              CVS
                CAREMARK CORPORATION,

              as
                Company

            	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                
                  THE
                    BANK OF NEW YORK TRUST COMPANY, N.A.

                  as
                    Trustee

                

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

       

    

     

    
      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      A

     

    Form
      of ECAPSSM

     

    The
      ECAPSSM are to
      be substantially in the following form and shall bear the following legend
      required by Section 2.02 of the Indenture:

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY (“DTC”), 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.

     

    UNLESS
      AND
      UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR A GLOBAL NOTE IN
      DEFINITIVE REGISTERED FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT
      AS A
      WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
      NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
      NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

     

    


     

    
      	
              No.
                •

            	
              Principal
                Amount: $•

            
	
              Issue
                Date: May 25, 2007•

            	 


    

    


    


    CVS
      CAREMARK CORPORATION

     

    6.302%
      ENHANCED CAPITAL ADVANTAGED PREFERRED SECURITIES

     

    CVS
      CAREMARK CORPORATION, a corporation organized and existing under the laws of
      Delaware (hereinafter called the “Company”, which term includes
      any successor corporation under the Indenture hereinafter referred to), for
      value received, hereby promises to pay to CEDE & CO., or registered assigns,
      the principal sum of • DOLLARS ($•) as may be revised from time to time on
      Schedule I hereto and all accrued and unpaid interest thereof on June 1, 2037,
      or if such day is not a Business Day, the following Business Day
      (the

     

    


    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

    


    “Scheduled
      Maturity Date”) or any subsequent Interest Payment Date (as hereafter
      defined) to the extent set forth in the First Supplemental
      Indenture.  If that amount is not paid in full on the Scheduled
      Maturity Date or any subsequent Interest Payment Date, the remaining amount,
      together with accrued and unpaid interest, will be due and payable on the Final
      Maturity Date.  The Final Maturity Date will be June 1, 2062, or if
      such day is not a Business Day, the following Business Day.

     

    The
      Company further promises to pay interest on said principal sum from and
      including May 25, 2007, or from and including the most recent interest payment
      date on which interest has been paid or duly provided for, semi-annually
      (subject to deferral as set forth herein) in arrears on June 1 and December
      1 of
      each year, commencing December 1, 2007, at the rate of 6.302% per annum
      (computed on the basis of a 360-day year comprised of twelve 30-day months)
      to
      but excluding June 1, 2012, and thereafter to pay interest on said outstanding
      principal sum quarterly in arrears on March 1, June 1, September 1, and December
      1 of each year (each such date and, together with such June 1 and December
      1 of
      each year, an “Interest Payment Date”), at a floating annual
      rate equal to Three-Month LIBOR (as defined in the First Supplemental Indenture)
      plus 2.065% (computed on the basis of a 360-day year and the actual number
      of
      days elapsed), until the principal hereof shall have become due and payable,
      plus Additional Interest, if any, until the principal hereof is paid or duly
      provided for or made available for payment.  Accrued interest that is
      not paid on the applicable Interest Payment Date, including interest deferred
      pursuant to Section 2.05 of the First Supplemental Indenture, will bear
      Additional Interest, to the extent permitted by law, at the interest rate in
      effect from time to time, from the relevant Interest Payment Date, compounded
      on
      each subsequent Interest Payment Date.  In the event that any
      Semi-Annual Interest Payment Date on which interest is payable on this Security
      is not a Business Day, then a payment of the interest payable on such date
      will
      be made on the next succeeding day that is a Business Day (and, in the case
      of
      payments on or prior to June 1, 2012, without any interest or other payment
      in
      respect of any such delay) with the same force and effect as if made on the
      date
      the payment was originally payable.  In the event that any Quarterly
      Interest Payment Date on which interest is payable on this Security is not
      a
      Business Day, then a payment of the interest payable on such date shall be
      postponed to the next succeeding day that is a Business Day, provided
that if such Business Day is in the next succeeding calendar month,
      such
      Interest Payment Date shall be the immediately preceding Business Day, and
      interest will accrue to but excluding the date that interest is actually
      paid.  The interest installment so payable, and punctually paid or
      duly provided for, on any Interest Payment Date will, as provided in the
      Indenture, be paid to the Person in whose name this Security (or one or more
      Predecessor Securities) is registered at the close of business on the Regular
      Record Date for such interest installment, which shall be (i) the close of
      business on the Business Day immediately preceding the

     

    


    
      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

    

    


    applicable
      Interest Payment Date, so long as the ECAPSSM remain in
      book-entry only form or (ii) if the ECAPSSM do not remain
      in
      book-entry only form, the record date for each Interest Payment Date will be
      the
      close of business on the fifteenth calendar day immediately preceding the
      applicable Interest Payment Date.

     

    The
      Company shall have the right, at any time and from time to time prior to the
      Final Maturity Date to defer the payment of interest on the ECAPSSM as set forth
      in,
      and subject to the conditions specified in, the First Supplemental
      Indenture.

     

    Unless
      the
      Company has paid all accrued and unpaid Interest on the ECAPSSM, or if an
      Event of
      Default has occurred and is continuing, the Company shall not, and shall not
      permit any Subsidiary of the Company to, (i) declare or pay any dividends or
      distributions on, or redeem, purchase, acquire or make a liquidation payment
      with respect to, any shares of capital stock of the Company, (ii) make any
      payment of principal of, or interest or premium, if any, on or repay, purchase
      or redeem any of the Company’s debt securities that rank upon the Company’s
      liquidation on a parity with or junior to the ECAPSSM, or (iii)
      make any
      guarantee payments on any guarantee of debt securities if the guarantee ranks
      equally with or junior in interest to the ECAPSSM (other than
      (a) any
      purchase, redemption or other acquisition of shares of its capital stock by
      the
      Company in connection with (1) any employment contract, benefit plan or other
      similar arrangement with or for the benefit of any one or more of its employees,
      officers, directors, consultants or independent contractors, (2) the
      satisfaction of the Company’s obligations pursuant to any contract entered into
      in the ordinary course of business prior to the beginning of the applicable
      Optional Deferral Period, (3) a dividend reinvestment or shareholder
      purchase plan, or (4) the issuance of the Company’s capital stock, or
      securities convertible into or exercisable for such capital stock, as
      consideration in an acquisition transaction entered into prior to the applicable
      Optional Deferral Period; (b) any dividend or distribution by any of the
      Company’s subsidiaries to the Company or any of its other Subsidiaries; (c) any
      exchange, redemption or conversion of any class or series of the Company’s
      capital stock, or the capital stock of one of its Subsidiaries, for any other
      class or series of its capital stock, or of any class or series of its
      indebtedness for any class or series of its capital stock; (d) any purchase
      of
      fractional interests in shares of the Company’s capital stock pursuant to the
      conversion or exchange provisions of such capital stock or the securities being
      converted or exchanged; (e) any declaration of a dividend in connection with
      any
      shareholder rights plan, or the issuance of rights, stock or other property
      under any shareholder rights plan, or the redemption or purchase of rights
      pursuant thereto; (f) any dividend in the form of stock, warrants, options
      or
      other rights where the dividend stock or stock issuable upon exercise of such
      warrants, options or other rights is the same stock as that on which the
      dividend is being paid or ranks equally with or junior to such stock; (g)
      payments of current or

     

    


    
      
        
          
          

        

        
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    deferred
      interest on Pari Passu Securities so long as any such payments are made on
      a
pro rata basis with the ECAPSSM;
      or (h) payments of
      principal in respect of Pari Passu Securities having the same Scheduled Maturity
      Date as the ECAPSSM and that
      are made
      on a pro rata basis with the ECAPSSM.

     

    The
      Company shall give written notice of its election to begin or extend any
      Optional Deferral Period, to the Trustee and the Holders of this Security at
      least one Business Day and not more than sixty Business Days before the next
      Interest Payment Date.  Notice of the Company’s election of an
      Optional Deferral Period shall be given to the Trustee and each holder of this
      Security at such holder’s address appearing in the Security Register by
      first-class mail, postage prepaid.

     

    Payment
      of
      the principal of (and premium, if any) and interest on this Security will be
      made at the office or agency of the Company maintained for that purpose in
      the
      United States, in such coin or currency of the United States of America as
      at
      the time of payment is legal tender for payment of public and private debts;
      provided, however, that at the option of the Company payment of interest may
      be
      made (i) by check mailed to the address of the Person entitled thereto as
      such address shall appear in the Securities Register or (ii) by wire
      transfer in immediately available funds at the bank account number as may be
      designated by the Person entitled thereto as specified in the Securities
      Register in writing not less than ten days before the relevant Interest Payment
      Date.

     

    The
      indebtedness evidenced by this Security is, to the extent provided in the
      Indenture, subordinate and junior in right of payment to the prior payment
      in
      full of all Senior Indebtedness, and this Security is issued subject to the
      provisions of the Indenture with respect thereto.  Each Holder of this
      Security, by accepting the same, (a) agrees to and shall be bound by such
      provisions, (b) authorizes and directs the Trustee on his behalf to take
      such actions as may be necessary or appropriate to effectuate the subordination
      so provided and (c) appoints the Trustee his attorney-in-fact for any and
      all such purposes.  Each Holder hereof, by his acceptance hereof,
      waives all notice of the acceptance of the subordination provisions contained
      herein and in the Indenture by each holder of Senior Indebtedness, whether
      now
      outstanding or hereafter incurred, and waives reliance by each such holder
      upon
      said provisions.

     

    The
      Company and, by acceptance of this Security or a beneficial interest in this
      Security, each Holder hereof and any person acquiring a beneficial interest
      herein, agree that for United States federal, state and local tax purposes
      it is
      intended that this Security constitute indebtedness.

     

    Reference
      is hereby made to the further provisions of this Security set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    


    
      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

    

    


    Unless
      the
      certificate of authentication hereon has been executed by the Trustee referred
      to on the reverse hereof by manual signature, this Security shall not be
      entitled to any benefit under the Indenture or be valid or obligatory for any
      purpose.

     

    


    
      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

    

    


    


    In
      Witness Whereof, the Company has caused this instrument to
      be duly executed.

    
       

      
        	 	
                CVS
                  CAREMARK CORPORATION

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


      

       

    

    


    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    
      	 	
              This
                is one of the Debt Securities of the series designated therein referred
                to
                in the within-mentioned Indenture.

            


    

    


     

    Dated:
      May
      25, 2007

     

     

    
      
        	 	
                THE
                  BANK OF NEW YORK TRUST COMPANY, N.A.

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	Authorized
                Signatory 	 
	 	 	 	 
	 	 	 	 


      

      
 

    

    


    
      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

    

    


    


    (FORM
      OF REVERSE OF ECAPSSM)

     

    This
      Security is one of a duly authorized issue of securities of the Company (herein
      called the “ECAPSSM”),
      issued and to be issued in one or more series under the Junior Subordinated
      Indenture, dated as of May 25, 2007 (herein called the “Base
      Indenture”), between the Company and The Bank of New York Trust
      Company, N.A., as trustee (the “Trustee”), as amended and
      supplemented by the First Supplemental Indenture, dated as of May 25, 2007,
      between the Company and the Trustee (the “First Supplemental
      Indenture”, and together with the Base Indenture, the
“Indenture”), to which Indenture and all other indentures
      supplemental thereto reference is hereby made for a statement of the respective
      rights, limitations of rights, duties and immunities thereunder of the Trustee,
      the Company and the Holders of the ECAPSSM, and of
      the terms
      upon which the ECAPSSM are, and
      are to be,
      authenticated and delivered.  By the terms of the Indenture, the Debt
      Securities are issuable in series that may vary as to amount, date of maturity,
      rate of interest, rank and in any other respect provided in the
      Indenture.

     

    All
      terms
      used in this Security that are defined in the Indenture shall have the meanings
      assigned to them in the Indenture.

     

    The
      ECAPSSM shall be
      redeemable at the option of the Company in accordance with the terms of the
      Indenture.  In particular, the ECAPSSM are redeemable
      (a)
      in whole or in part at the option of the Company at any time on or after June
      1,
      2012 at a Redemption Price equal to 100% of the principal amount of the
      ECAPSSM being
      redeemed plus accrued and unpaid interest to the redemption date, (b) in whole
      but not in part prior to June 1, 2012 at any time within 90 days following
      the
      occurrence and during the continuation of a Tax Event or Rating Agency Event,
      in
      each case at a Redemption Price equal to the greater of (i) 100% of the
      principal amount of the ECAPSSM being redeemed
      or
      (ii) the present value of a principal payment on June 1, 2012 and scheduled
      payments of interest that would have accrued from the redemption date to June
      1,
      2012 on the ECAPSSM being redeemed,
      discounted from their respective payment dates to the redemption date on a
      semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
      (not including any portion of such payments of interest accrued to the
      redemption date) at a discount rate equal to the Treasury Rate plus 50 basis
      points, in either case plus accrued and unpaid interest to the redemption date,
      and (c) the ECAPSSM
are redeemable
      in whole or in part at the option of the Company at
      any time prior to June 1, 2012, but not within 90 days after the occurrence
      of a
      Tax Event or Rating Agency Event, in each case at a Redemption Price equal
      to
      the greater of (i) 100% of the principal amount of the ECAPSSM being redeemed
      and
      (ii) the present value of a principal payment on June 1, 2012 and scheduled
      payments of interest that would have accrued from the redemption date to June
      1,
      2012 on the ECAPSSM being redeemed,
      discounted from their

    


    
      
        
          
          

        

        
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    respective
      payment dates to the redemption date on a semi-annual basis (assuming a 360-day
      year consisting of twelve 30-day months) (not including any portion of such
      payments of interest accrued to the redemption date) at a discount rate equal
      to
      the Treasury Rate plus 25 basis points, in either case plus accrued and unpaid
      interest to the redemption date; provided that if the ECAPSSM
      are not redeemed in
      whole, the Company may not affect such redemption unless at least $25 million
      aggregate principal amount of the ECAPSSM, excluding
      any
      ECAPSSM held by
      the Company or any of its affiliates, remains outstanding after giving effect
      to
      such redemption.

    


    No
      sinking
      fund is provided for the ECAPSSM.

     

    The
      Indenture contains provisions for satisfaction and discharge of the entire
      indebtedness of this Security upon compliance by the Company with certain
      conditions set forth in the Indenture.

     

    The
      Indenture permits, with certain exceptions as therein provided, the Company
      and
      the Trustee at any time to enter into a supplemental indenture or indentures
      for
      the purpose of modifying in any manner the rights and obligations of the Company
      and of the Holders of the Debt Securities, with the consent of the Holders
      of
      not less than a majority in principal amount of the outstanding Debt Securities
      to be affected by such supplemental indenture.  The Indenture also
      contains provisions permitting Holders of specified percentages in principal
      amount of the Debt Securities at the time outstanding, on behalf of the Holders
      of all Debt Securities, to waive compliance by the Company with certain
      provisions of the Indenture and certain past defaults under the Indenture and
      their consequences.  Any such consent or waiver by the Holder of this
      Security shall be conclusive and binding upon such Holder and upon all future
      Holders of this Security and of any Security issued
      upon the
      registration of transfer hereof or in exchange herefor or in lieu hereof,
      whether or not notation of such consent or waiver is made upon this
      Security.

     

    As
      provided in and subject to the provisions of the Indenture, if an Event of
      Default with respect to the Debt Securities at the time Outstanding occurs
      and
      is continuing, then and in every such case the Trustee or the Holders of not
      less than 25% in principal amount of the outstanding Debt Securities may declare
      the entire principal amount and all accrued but unpaid interest of all the
      Debt
      Securities to be due and payable immediately, by a notice in writing to the
      Company (and to the Trustee if given by Holders), provided that the payment
      of
      principal and interest (including any Additional Interest) on such Debt
      Securities shall remain subordinated to the extent provided in Article 11 of
      the
      Indenture.

     

    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of (and premium, if any)
      and

     

    


    
      
        
          
          

        

        
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    interest
      on this Security at the times, place and rate, and in the coin or currency,
      herein prescribed.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable in the Securities Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Company maintained under Section 4.02 of the Indenture duly endorsed
      by, or accompanied by a written instrument of transfer in form satisfactory
      to
      the Company and the Securities Registrar duly executed by, the Holder hereof
      or
      his attorney duly authorized in writing, and thereupon one or more new Debt
      Securities, of authorized denominations and for the same aggregate principal
      amount, will be issued to the designated transferee or
      transferees.  No service charge shall be made for any such
      registration of transfer or exchange, but the Company may require payment of
      a
      sum sufficient to cover any tax or other governmental charge payable in
      connection therewith.

     

    Prior
      to
      due presentment of this Security for registration of transfer, the Company,
      the
      Trustee and any agent of the Company or the Trustee shall treat the Person
      in
      whose name this Security is registered as the owner hereof for all purposes,
      whether or not this Security be overdue, and neither the Company, the Trustee
      nor any such agent shall be affected by notice to the contrary.

     

    The
      Debt
      Securities are issuable only in registered form without coupons in minimum
      denominations of $2,000 and any integral multiples of $1,000 in excess
      thereof.  As provided in the Indenture and subject to certain
      limitations therein set forth, Debt Securities are exchangeable for a like
      aggregate principal amount of Debt Securities of a different authorized
      denomination, as requested by the Holder surrendering the same.

     

    The
      Company and, by its acceptance of this Security or a beneficial interest
      therein, the Holder of, and any Person that acquires a beneficial interest
      in,
      this Security agree to treat for United States Federal income tax purposes
      (i) the Debt Securities as indebtedness of the Company, and (ii) the
      stated interest on the Debt Securities as ordinary interest income that is
      includible in the Holder’s or beneficial owner’s gross income at the time the
      interest is paid or accrued in accordance with the Holder’s or beneficial
      owner’s regular method of tax accounting, and otherwise to treat the Debt
      Securities as described in the Prospectus.

     

    The
      Indenture and this Security shall be governed by and
      construed in accordance with the laws of the State of New
      York.

     

    This
      is
      one of the Debt Securities referred to in the within mentioned
      Indenture.

     

    


    
      
        
          
          

        

        
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    The
      Company will furnish to any Holder of a Debt Security upon
      written request and without charge to such Holder of a Debt Security a copy
      of
      the Indenture.  Requests may be made to:

     

    


    CVS
      Caremark Corporation

    670
      White
      Plains Road, Suite 210

    Scarsdale,
      New York 10583

    Attention:
      Nancy R. Christal

    


    Terms
      defined in the Indenture and not
      otherwise defined herein are used herein as therein defined.

    


    


    
      
        
          
          

        

        
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              ASSIGNMENT
                FORM

            	 
	 	 	 
	 	
              To
                assign this Debt Security, complete the form below:

               

              I
                or
                we assign and transfer this Debt Security to:

               

              [Print
                or type assignee’s name, address and zip code]

               

              [Insert
                assignee’s soc. sec. or tax I.D. No.]

            	 
	 	 	 
	 	
              and
                irrevocably appoint ______________ as agent to transfer this Debt
                Security
                on the books of CVS Caremark Corporation.  The agent may
                substitute another to act for him.

            	 
	 
	 
	 
	
              Date:_________________________

            	
              Your
                Signature:___________________

            
	 
	 


    

     

     

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

     

     

    A5