CVS CORPORATION $650,000,000 4% Notes Due September 15, 2009 $550,000,000 47/8% Notes Due September 15, 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2004 • CVS Corp • Retail-drug stores and proprietary stores • New York
CVS Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the several initial purchasers named in a purchase agreement dated September 9, 2004 (the "Purchase Agreement" and, such purchasers, collectively, the "Initial Purchasers"), upon the terms set forth in the Purchase Agreement, $650,000,000 aggregate principal amount of its 4% Notes Due September 15, 2009 (the "Notes Due 2009") and $550,000,000 aggregate principal amount of its 47/8% Notes Due September 15, 2014 (the "Notes Due 2014" and, together with the Notes Due 2009, the "Initial Securities"). The Initial Securities will be issued pursuant to an Indenture, dated as of September 14, 2004 (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Initial Securities (including, without limitation, the I
EXCHANGE AGENT AGREEMENTAgent Agreement • September 15th, 2004 • CVS Corp • Retail-drug stores and proprietary stores • New York
CVS a Delaware corporation (the "Company") proposes to make an offer (the "Exchange Offer") to exchange all of its outstanding 4% Notes due 2009 and all of its outstanding 47/8 Notes due 2014 (collectively the "Old Securities") for its 4% Exchange Notes due 2009 and its 47/8 Exchange Notes due 2014 (collectively the "New Securities"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated [ ], 2004 (the "Prospectus"), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the "Securities".
