S-3/A

       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 2003
                                                     REGISTRATION NO. 333-103115

________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                                                                    
          OMNICARE, INC.                          DELAWARE                            31-1001351
     OMNICARE CAPITAL TRUST I                     DELAWARE                            16-6539075
     OMNICARE CAPITAL TRUST II                    DELAWARE                            16-6539077
    OMNICARE CAPITAL TRUST III                    DELAWARE                            16-6539078
     (AND CERTAIN SUBSIDIARIES
           IDENTIFIED IN
        FOOTNOTE (*) BELOW)
    (Exact Name of Registrants)          (State of Incorporation or         (I.R.S. Employer Identification
                                                Organization)                            No.)


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

           100 EAST RIVERCENTER BOULEVARD, COVINGTON, KENTUCKY 41011
                                 (859) 392-3300
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

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

                                CHERYL D. HODGES
                      SENIOR VICE PRESIDENT AND SECRETARY
                                 OMNICARE, INC.
           100 EAST RIVERCENTER BOULEVARD, COVINGTON, KENTUCKY 41011
                                 (859) 392-3300
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)

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

                                    COPY TO:
                             MORTON A. PIERCE, ESQ.
                              DEWEY BALLANTINE LLP
                          1301 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019
                                 (212) 259-8000

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

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

     From time to time after this Registration Statement becomes effective.

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

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [x]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                              -------------------




    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________







(footnote from previous page)


(*) The following direct and indirect domestic subsidiaries of Omnicare, Inc.
    are Co-Registrants for the purpose of providing guarantees, if any, of
    payments of Debt Securities registered hereunder and are, unless otherwise
    indicated, organized under the laws of the state of Delaware and have the
    I.R.S. Employer Identification Number indicated: AAHS Acquisition Corp.
    (31-1567104); Accu-Med Services, Inc. (31-1482519); ACP Acquisition Corp.
    (31-1568818); AMC-New York, Inc. (36-4091917); AMC-Tennessee, Inc.
    (62-1696813); APS Acquisition LLC (61-1401116); Bach's Pharmacy Services,
    LLC (61-1346690); Badger Acquisition of Brooksville LLC (52-2119870); Badger
    Acquisition of Kentucky LLC (52-2119911); Badger Acquisition of Minnesota
    LLC (52-2119871); Badger Acquisition of Ohio LLC (52-2119875); Badger
    Acquisition of Orlando LLC (52-2119896); Badger Acquisition of Tampa LLC
    (52-2119893); Badger Acquisition of Texas LLC (52-2119915); Badger
    Acquisition LLC (52-2119866); Beachwood HealthCare Management, Inc.
    (34-1868886); Bio-Pharm International, Inc. (23-2794725); BPNY Acquisition
    Corp. (31-1563804); BPTX Acquisition Corp. (31-1563806); Campo's Medical
    Pharmacy, Inc., a Louisiana corporation (72-1039948); Care Pharmaceutical
    Services, LP (31-1399042); CHP Acquisition Corp. (31-1483612); CIP
    Acquisition Corp. (31-1486402); CompScript-Boca, LLC, a Florida limited
    liability company (65-0286244); CompScript-Mobile, Inc. (59-3248505);
    CompScript, Inc., a Florida corporation (65-0506539); CP Acquisition Corp.,
    an Oklahoma corporation (61-1317566); Creekside Managed Care Pharmacy, Inc.
    (61-1349188); CTLP Acquisition LLC (61-1318902); D & R Pharmaceutical
    Services, Inc., a Kentucky corporation (61-0955886); Dixon Pharmacy LLC, an
    Illinois limited liability company (36-2825587); Electra Acquisition Corp.
    (31-1465189); Enloe Drugs LLC (31-1362346); Euro Bio-Pharm Clinical
    Services, Inc. (23-2770328); Evergreen Pharmaceutical of California, Inc., a
    California corporation (61-1321151); Evergreen Pharmaceutical, Inc., a
    Washington corporation (91-0883397); Heartland Repack Services LLC
    (61-1389057); Highland Wholesale LLC, an Ohio limited liability company
    (32-0006739); HMIS, Inc. (36-4124072); Home Care Pharmacy, Inc.
    (31-1255845); Home Pharmacy Services, LLC, a Missouri limited liability
    company (37-0978331); Hytree Pharmacy, Inc., an Ohio corporation
    (34-1090853); Interlock Pharmacy Systems, Inc., a Missouri corporation
    (43-0951332); JHC Acquisition LLC (31-1494762); Langsam Health Services,
    Inc. (73-1391198); LCPS Acquisition, LLC (61-1347084); Lo-Med Prescription
    Services, Inc., an Ohio corporation (34-1396063); LPI Acquisition Corp.
    (31-1501535); Managed Healthcare, Inc. (31-1450845); Management & Network
    Services, Inc., an Ohio corporation (34-1819691); Med World Acquisition
    Corp. (61-1322120); Medical Arts Health Care, Inc., a Georgia corporation
    (58-1640672); Medical Services Consortium, Inc., a Florida corporation
    (65-0357177); MOSI Acquisition Corp. (31-1528353); NCS HealthCare, Inc.
    (34-1816187); NCS HealthCare of Arizona, Inc., an Ohio corporation
    (31-1573985); NCS HealthCare of Arkansas, Inc., an Ohio corporation
    (31-1490517); NCS HealthCare of Beachwood, Inc., an Ohio corporation
    (34-1881410); NCS HealthCare of California, Inc., an Ohio corporation
    (31-1499819); NCS HealthCare of Connecticut, Inc., a Connecticut corporation
    (06-1330453); NCS HealthCare of Florida, Inc., an Ohio corporation
    (34-1843258); NCS HealthCare of Illinois, Inc., an Illinois corporation
    (37-1354510); NCS HealthCare of Indiana, Inc., an Indiana corporation
    (35-1954599); NCS HealthCare of Indiana LLC (34-1958652); NCS HealthCare of
    Iowa, Inc., an Ohio corporation (31-1509013); NCS HealthCare of Kansas,
    Inc., an Ohio corporation (34-1839712); NCS HealthCare of Kentucky, Inc., an
    Ohio corporation (31-1521217); NCS HealthCare of Maryland, Inc., an Ohio
    corporation (31-1496240); NCS HealthCare of Massachusetts, Inc., an Ohio
    corporation (31-1571275); NCS HealthCare of Michigan, Inc., an Ohio
    corporation (34-1777940); NCS HealthCare of Minnesota, Inc., an Ohio
    corporation (34-1866489); NCS HealthCare of Missouri, Inc., an Ohio
    corporation (34-1855274); NCS HealthCare of Montana, Inc., an Ohio
    corporation (34-1851710); NCS HealthCare of New Hampshire, Inc., a New
    Hampshire corporation (02-0468190); NCS HealthCare of New Jersey, Inc., a
    New Jersey corporation (22-3395391); NCS HealthCare of New Mexico, Inc., an
    Ohio corporation (34-1866493); NCS HealthCare of New York, Inc., an Ohio
    corporation (34-1854267); NCS HealthCare of North Carolina, Inc., a North
    Carolina corporation (56-1889643); NCS HealthCare of Ohio, Inc., an Ohio
    corporation (31-1257307); NCS HealthCare of Oklahoma, Inc., an Oklahoma
    corporation (73-1499934); NCS HealthCare of Oregon, Inc., an Ohio
    corporation (34-1836971); NCS HealthCare of Pennsylvania, Inc., a

                                              (footnote continued on next page)

                                       ii







(footnote continued from previous page)

    Pennsylvania corporation (23-2679334); NCS HealthCare of Rhode Island, Inc.,
    a Rhode Island corporation (05-0429829); NCS HealthCare of South Carolina,
    Inc., an Ohio corporation (31-1508225); NCS HealthCare of Tennessee, Inc.,
    an Ohio corporation (34-1866494); NCS HealthCare of Texas, Inc., an Ohio
    corporation (34-1866495); NCS HealthCare of Vermont, Inc., an Ohio
    corporation (31-1526078); NCS HealthCare of Washington, Inc., an Ohio
    corporation (34-1844193); NCS HealthCare of Wisconsin, Inc., an Ohio
    corporation (34-1866497); NCS of Illinois, Inc., an Ohio Corporation
    (34-1959046); NCS Services, Inc., an Ohio corporation (34-1837567); National
    Care for Seniors LLC, an Ohio limited liability company (34-1972917); Nihan
    & Martin LLC (36-4004491); NIV Acquisition LLC (31-1501415); North Shore
    Pharmacy Services, Inc. (31-1428484); OCR-RA Acquisition Corp. (31-1442830);
    OFL Corp. (61-1357682); Omnibill Services LLC (61-1365732); Omnicare
    Clinical Research, Inc. (52-1670189); Omnicare Clinical Research, LLC
    (14-1723594); Omnicare CR Inc. (61-1395349); Omnicare Extended Pharma
    Services, LLC (05-0523710); Omnicare Headquarters LLC (76-0720510); Omnicare
    Indiana Partnership Holding Company LLC (16-1653107); Omnicare Management
    Company (31-1256520); Omnicare Pennsylvania Med Supply, LLC (61-1347895);
    Omnicare Pharmaceutics, Inc. (23-2745806); Omnicare Pharmacies of Maine
    Holding Company (61-1365280); Omnicare Pharmacies of Pennsylvania East, LLC
    (61-1347894); Omnicare Pharmacies of Pennsylvania West, Inc., a Pennsylvania
    corporation (25-1213193); Omnicare Pharmacies of the Great Plains Holding
    Company (61-1386242); Omnicare Pharmacy and Supply Services, Inc., a South
    Dakota corporation (41-1730324); Omnicare Pharmacy of Colorado, LLC
    (61-1347085); Omnicare Pharmacy of Florida, L.P. (76-0716528); Omnicare
    Pharmacy of Indiana, LLC (76-0716552); Omnicare Pharmacy of Maine LLC
    (61-1339662); Omnicare Pharmacy of Massachusetts LLC (61-1347087); Omnicare
    Pharmacy of Nebraska LLC (61-1386244); Omnicare Pharmacy of North Carolina,
    LLC (76-0716543); Omnicare Pharmacy of Pueblo, LLC (76-0716546); Omnicare
    Pharmacy of South Dakota LLC (61-1386243); Omnicare Pharmacy of Tennessee
    LLC (61-1347088); Omnicare Pharmacy of Texas 1, L.P. (76-0716554); Omnicare
    Pharmacy of Texas 2, L.P. (11-3657397); Omnicare Pharmacy of the Midwest,
    Inc. (31-1374275); Omnicare Purchasing Company LP (61-1401039); Omnicare
    Purchasing Company General Partner, Inc. (61-1401040); Omnicare Purchasing
    Company Limited Partner, Inc. (61-1401038); Omnicare Respiratory Services,
    LLC (03-0465903); PBM-Plus, Inc., a Wisconsin corporation (39-1789830);
    Pharmacon Corp., a New York corporation (13-3498399); Pharmacy Associates of
    Glens Falls, Inc., a New York corporation (14-1554120); Pharmacy
    Consultants, Inc., a South Carolina corporation (57-0640737); Pharmacy
    Holding #1, LLC (76-0716538); Pharmacy Holding #2, LLC (76-0716536);
    PharmaSource Healthcare, Inc., a Georgia corporation (58-2066823);
    Pharm-Corp of Maine LLC (61-1339663); Pharmed Holdings, Inc. (36-4060882);
    PRN Pharmaceutical Services, LP (35-1855784); Rescot Systems Group, Inc.,
    a Pennsylvania corporation (23-2589308); Roeschen's Healthcare Corp., a
    Wisconsin corporation (39-1084787); Royal Care of Michigan LLC (38-3529444);
    SHC Acquisition Co, LLC (61-1346763); Shore Pharmaceutical Providers, Inc.
    (31-1425144); Southside Apothecary, Inc., a New York corporation
    (61-1340804); Specialized Home Infusion of Michigan LLC (38-3529442);
    Specialized Patient Care Services, Inc., an Alabama corporation
    (63-1159534); Specialized Pharmacy Services, Inc., a Michigan corporation
    (38-2143132); Specialized Services of Michigan, Inc. (38-3637511); Sterling
    Healthcare Services, Inc. (36-4031863); Superior Care Pharmacy, Inc.
    (31-1543728); Swish, Inc. (52-2005933); TCPI Acquisition Corp. (31-1508476);
    THG Acquisition Corp. (31-1567102); The Hardardt Group, Inc. (22-3470357);
    Three Forks Apothecary, Inc., a Kentucky corporation (61-0995656); UC
    Acquisition Corp. (31-1414594); Uni-Care Health Services of Maine, Inc., a
    New Hampshire corporation (02-0468192); Value Health Care Services, Inc.
    (31-1485530); Value Pharmacy, Inc., a Massachusetts corporation
    (04-2894741); Vital Care Infusions Supply, Inc., a New York corporation
    (61-1336267); Weber Medical Systems, LLC (31-1409572); Westhaven Services
    Co., an Ohio corporation (34-1151322); Williamson Drug Company,
    Incorporated, a Virginia corporation (54-0590067); and Winslow's Pharmacy, a
    New Jersey corporation (21-0692005).


                                      iii












THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. NEITHER
OMNICARE, INC. NOR ANY OMNICARE CAPITAL TRUST MAY SELL THESE SECURITIES UNTIL
THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.


                 SUBJECT TO COMPLETION, DATED FEBRUARY 19, 2003


PROSPECTUS

                                 OMNICARE, INC.

                                  COMMON STOCK
                                PREFERRED STOCK
                               DEPOSITARY SHARES
                                DEBT SECURITIES
                                    WARRANTS
                               PURCHASE CONTRACTS
                                     UNITS

                            OMNICARE CAPITAL TRUST I
                           OMNICARE CAPITAL TRUST II
                           OMNICARE CAPITAL TRUST III
              TRUST PREFERRED SECURITIES FULLY AND UNCONDITIONALLY
                          GUARANTEED BY OMNICARE, INC.

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

    We or, as applicable, the Omnicare Capital Trusts may offer from time to
time the following types of securities:

    o  shares of our common stock;

    o  shares of our preferred stock, which may be issued in the form of
       depositary receipts representing a fraction of a share of preferred
       stock;

    o  our debt securities, in one or more series, which may be senior debt
       securities or subordinated debt securities, in each case consisting of
       notes or other evidences of indebtedness;

    o  warrants to purchase any of the other securities that may be sold under
       this prospectus;

    o  trust preferred securities by one of the Omnicare Capital Trusts and
       fully and unconditionally guaranteed by us;

    o  purchase contracts to acquire any of the other securities that may be
       sold under this prospectus; or

    o  any combination of these securities, individually or as units.

    The securities will have an aggregate initial offering price of up to
$850,000,000 or an equivalent amount in U.S. dollars if any securities are
denominated in a currency other than U.S. dollars. The securities may be offered
separately or together in any combination and as a separate series. This
prospectus also covers guarantees, if any, of our payment obligations under any
debt securities, which may be given by certain of our subsidiaries, on terms to
be determined at the time of the offering.

    We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any prospectus supplement, as
well as the documents incorporated or deemed to be incorporated by reference in
this prospectus, carefully before you invest.

    Our common stock is traded on the New York Stock Exchange under the symbol
"OCR."

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
   COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
      UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

    We may sell these securities directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of these
methods. We reserve the sole right to accept, and together with our agents,
dealers and underwriters reserve the right to reject, in whole or in part, any
proposed purchase of securities to be made directly or through agents, dealers
or underwriters. If any agents, dealers or underwriters are involved in the sale
of any securities, the relevant prospectus supplement will set forth any
applicable commissions or discounts. Our net proceeds from the sale of
securities also will be set forth in the relevant prospectus supplement.

    This prospectus may not be used to consummate sales of securities unless
accompanied by the applicable prospectus supplement.

                 THE DATE OF THIS PROSPECTUS IS         , 2003.












                               TABLE OF CONTENTS



                                                              PAGE
                                                              ----
                                                           
FORWARD-LOOKING STATEMENTS..................................    2
RISK FACTORS................................................    4
OUR COMPANY.................................................    9
THE OMNICARE CAPITAL TRUSTS.................................    9
USE OF PROCEEDS.............................................   10
RATIO OF EARNINGS TO FIXED CHARGES..........................   10
GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL..........   11
DESCRIPTION OF COMMON STOCK.................................   11
DESCRIPTION OF PREFERRED STOCK..............................   14
DESCRIPTION OF DEPOSITARY SHARES............................   17
DESCRIPTION OF DEBT SECURITIES..............................   20
DESCRIPTION OF WARRANTS.....................................   29
DESCRIPTION OF TRUST PREFERRED SECURITIES AND RELATED
  GUARANTEES................................................   30
DESCRIPTION OF PURCHASE CONTRACTS...........................   40
DESCRIPTION OF UNITS........................................   41
PLAN OF DISTRIBUTION........................................   42
LEGAL MATTERS...............................................   43
EXPERTS.....................................................   43
WHERE YOU CAN FIND MORE INFORMATION.........................   43
DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS....   43


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

    We have not authorized any person to give any information or to make any
representation in connection with this offering other than those contained or
incorporated by reference in this prospectus, and, if given or made, the
information or representation must not be relied upon as having been authorized
by us. This prospectus does not constitute an offer to sell nor a solicitation
of an offer to buy by anyone in any jurisdiction in which the offer or
solicitation is not authorized, or in which the person is not qualified to do so
or to any person to whom it is unlawful to make the offer or solicitation.
Neither the delivery of this prospectus nor any sale under this prospectus
shall, under any circumstances, create any implication that there has been no
change in our affairs since the date of this prospectus, that the information
contained in this prospectus is correct as of any time subsequent to its date,
or that any information incorporated by reference in this prospectus is correct
as of any time subsequent to its date.











                           FORWARD-LOOKING STATEMENTS

    This prospectus contains and incorporates by reference certain statements
that constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include all statements regarding the intent, belief or current expectations with
respect to the matters discussed or incorporated by reference in this prospectus
(including statements as to "beliefs," "expectations," "anticipations,"
"intentions" or similar words) and all statements which are not statements of
historical fact.

    These forward-looking statements involve known and unknown risks,
uncertainties, contingencies and other factors that could cause results,
performance or achievements to differ materially from those stated. These
forward-looking statements and trends include those relating to expectations
concerning our business outlook or position or future economic performance; the
impact of our lowered cost structure; our financial condition; our strength in
the geriatric pharmaceutical marketplace; the impact of the acquisition and
integration of acquired companies; expectations concerning pharmaceutical price
increases and the impact of pre-buys on costs and cash flows; purchasing
leverage; the leveraging of costs; the impact of new business; the impact of
penetration of new drugs; the impact of clinical and other programs; the impact
of lower government reimbursement formulas in some states; trends concerning
acuity and occupancy; the impact of our productivity, consolidation and cost
reduction efforts; expectations concerning margins; trends concerning
commencement or continuation of projects, new business wins and backlog at our
contract research organization business; the impact of streamlining and cost
reduction at our contract research organization operations; the operating
environment in the long-term care and contract research organization industries;
the impact of reimbursement trends and state and federal action with respect
thereto; governmental pricing pressures due to economic downturns; the impact of
healthcare funding issues; the impact of demographic trends; opportunities to
contain healthcare costs while ensuring the well-being of the elderly
population; expectations concerning growth; expectations concerning
acquisitions; opportunities to expand our clinical programs; trends concerning
the drug development marketplace; the adequacy and availability of our sources
of liquidity, capital and financing; and the impact of new accounting rules and
standards. Such risks, uncertainties, contingencies, assumptions and other
factors, many of which are beyond our control, include without limitation:

    o  overall economic, financial and business conditions;

    o  delays and further reductions in reimbursement by the government and
       other payors to us and our customers as a result of pressure on federal
       and state budgets due to the continuing economic downturn and other
       factors;

    o  the overall financial condition of our customers;

    o  the ability to assess and react to the financial condition of customers;

    o  the impact of consolidation in the pharmaceutical and long-term
       healthcare industries;

    o  the impact of seasonality on our business;

    o  the impact and pace of pharmaceutical price increases;

    o  the ability of vendors to continue to provide products and services to
       us;

    o  the effect of new government regulations, executive orders and/or
       legislative initiatives, including those relating to reimbursement and
       drug pricing policies and changes in the interpretation and application
       of these policies;

    o  increases or decreases in reimbursement;

    o  government budgetary pressures and shifting priorities;

    o  efforts by payors to control costs;

    o  the ability of clinical research projects to produce revenues in future
       periods;

    o  our failure to obtain or maintain required regulatory approvals or
       licenses;

                                       2






    o  the failure of the long-term care facilities we serve to maintain
       required regulatory approvals;

    o  loss or delay of contract research organization contracts for regulatory
       or other reasons;

    o  the outcome of litigation;

    o  the ability to attract and retain needed management;

    o  the ability to implement opportunities for improving productivity and
       lowering costs and to realize related anticipated benefits;

    o  the integration of acquired companies, including NCS HealthCare, Inc.
       ("NCS"), and the ability to realize anticipated revenues, economies of
       scale, cost synergies and profitability;

    o  the impact and pace of technological advances;

    o  the ability to obtain or maintain rights to data, technology and other
       intellectual property;

    o  trends for the continued growth of our business;

    o  volatility in our stock price and in the financial markets generally;

    o  changes in international economic and political conditions and currency
       fluctuations between the U.S. dollar and other currencies;

    o  access to capital and financing;

    o  pricing and other competitive factors in our industry;

    o  variations in costs or expenses;

    o  variations in our operating results;

    o  the continued availability of suitable acquisition candidates;

    o  the demand for our products and services;

    o  changes in tax law and regulation;

    o  changes in accounting rules and standards; and

    o  other risks and uncertainties described in "Risk Factors" and elsewhere
       in this prospectus, including the documents incorporated by reference.

    Should one or more of these risks or uncertainties materialize or should
underlying assumptions prove incorrect, our actual results, performance or
achievements could differ materially from those expressed in, or implied by,
such forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
thereof. Except as otherwise required by law, we do not undertake any obligation
to publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

                                       3










                                  RISK FACTORS

    An investment in our securities involves a degree of risk. You should
carefully consider the risk factors described below and other information
included and incorporated by reference in this prospectus and the applicable
prospectus supplement when determining whether or not to purchase the offered
securities. If any of the following risks actually occurs, we could be
materially adversely affected. In such case, you may lose all or part of your
investment.

                         RISKS RELATING TO OUR BUSINESS

    IF WE OR OUR CLIENT INSTITUTIONS FAIL TO COMPLY WITH MEDICAID AND MEDICARE
REIMBURSEMENT REGULATIONS, OUR REVENUE COULD BE REDUCED, WE COULD BE SUBJECT TO
PENALTIES AND WE COULD LOSE OUR ELIGIBILITY TO PARTICIPATE IN THESE PROGRAMS.

    Approximately one-half of our pharmacy services billings are directly
reimbursed by government sponsored programs. These programs include Medicaid
and, to a lesser extent, Medicare. The remainder of our billings are paid or
reimbursed by individual residents, long-term care facilities and other third
party payors, including private insurers. A portion of these revenues also are
indirectly dependent on government programs. The table below represents our
approximated payor mix for the last three years:



                                                              1999   2000   2001
                                                              ----   ----   ----
                                                                   
Private pay and long-term care facilities(1)................   48%    46%    44%
Medicaid....................................................   40%    43%    44%
Medicare(2).................................................    3%     3%     3%
Other private sources(3)....................................    9%     8%     9%
                                                              ---    ---    ---
    Totals:.................................................  100%   100%   100%
                                                              ---    ---    ---
                                                              ---    ---    ---


- ---------

(1) Includes payments from skilled nursing facilities on behalf of their
    Medicare-eligible residents.

(2) Includes direct billing for medical supplies.

(3) Includes our contract research organization revenues.

    For its fiscal year ended June 30, 2002, NCS' approximate payor mix was: 49%
Medicaid, 45% private pay and long-term care facilities (includes payments from
long-term care facilities on behalf of their Medicare-eligible residents), 1%
Medicare (includes direct billing for medical supplies) and 5% other private
sources.

    The Medicaid and Medicare programs are highly regulated. The failure, even
if inadvertent, of us and/or our client institutions to comply with applicable
reimbursement regulations could adversely affect our reimbursement under these
programs and our ability to continue to participate in these programs. In
addition, our failure to comply with these regulations could subject us to other
penalties.

    CONTINUING EFFORTS TO CONTAIN HEALTHCARE COSTS MAY REDUCE OUR FUTURE
REVENUE.

    Our sales and profitability are affected by the efforts of healthcare payors
to contain or reduce the cost of healthcare by lowering reimbursement rates,
limiting the scope of covered services, and negotiating reduced or capitated
pricing arrangements. Any changes which lower reimbursement levels under
Medicaid, Medicare or private pay programs, including managed care contracts,
could reduce our future revenue. Furthermore, other changes in these
reimbursement programs or in related regulations could reduce our future
revenue. These changes may include modifications in the timing or processing of
payments and other changes intended to limit or decrease the growth of Medicaid,
Medicare or third party expenditures.

                                       4






    THE BALANCED BUDGET ACT OF 1997 AND OTHER HEALTHCARE-RELATED LEGISLATION HAS
SIGNIFICANTLY IMPACTED OUR BUSINESS, AND FUTURE LEGISLATION AND REGULATIONS ARE
LIKELY TO AFFECT US.

    In recent years, Congress has passed a number of federal laws that have
effected major changes in the healthcare system. Several of these changes have
had a significant impact on us. The Balanced Budget Act of 1997 sought to
achieve a balanced federal budget by, among other things, changing the
reimbursement policies applicable to various healthcare providers, including the
introduction in 1998 of the Prospective Payment System for Medicare-eligible
residents of skilled nursing facilities. Prior to the Prospective Payment
System, skilled nursing facilities under Medicare were reimbursed for services
based upon actual costs incurred in providing services, subject to limits. Now,
the Prospective Payment System requires skilled nursing facilities to manage
more carefully the cost of care for Medicare beneficiaries. Under the
Prospective Payment System, Medicare pays skilled nursing facilities a fixed fee
per patient per day based on the resident's medical condition and required level
of assistance with activities of daily living. This fixed fee covers
substantially all items and services furnished during a Medicare-covered stay,
including pharmacy services. The Prospective Payment System initially resulted
in a reduction in admissions of Medicare residents, particularly those requiring
complex care, leading to a significant reduction of overall occupancy in the
skilled nursing facilities we serve. As a result, we began experiencing lower
utilization of our services and Prospective Payment System-related pricing
pressure from our skilled nursing facility customers in 1999. The Balanced
Budget Act of 1997 also imposed numerous other cost savings measures affecting
Medicare skilled nursing facility services. Because of the significant
reductions in reimbursement which occurred, the impact of the Prospective
Payment System initially was to decrease occupancy for some facilities, to
reduce the number of residents in these facilities requiring higher levels of
medical care, to lower pricing and to produce an unfavorable payor mix for us.

    With respect to Medicaid, the Balanced Budget Act of 1997 repealed the
"Boren Amendment" federal payment standard for payments to Medicaid nursing
facilities effective October 1, 1997. This repeal gives states greater latitude
in setting payment rates for nursing facilities. Budget constraints and other
factors have caused some states to reduce Medicaid reimbursement to nursing
facilities and states may continue to reduce or delay payments to nursing
facilities in the future. The law also grants states greater flexibility to
establish Medicaid managed care programs without the need to obtain a federal
waiver. Although these waiver programs generally exempt institutional care,
including nursing facility and institutional pharmacy services, these programs
could ultimately change the Medicaid reimbursement system for long-term care.
These changes could include moving reimbursement for pharmacy services from
fee-for-service, or payment per procedure or service rendered, to a fixed amount
per person utilizing managed care negotiated or capitated rates.

    In 1999 and again in 2000, Congress enacted legislation intended to reduce
the impact of the Balanced Budget Act of 1997 on skilled nursing facilities.
This legislation included increases in payment rates for some services and
delays in the implementation of some Balanced Budget Act of 1997 requirements.
It appears that this legislation stabilized the unfavorable operating trends
attributable to the Prospective Payment System and helped to improve the
financial condition of skilled nursing facilities and motivated them to increase
admissions, particularly of higher acuity residents. However, certain of the
increases in Medicare reimbursement for skilled nursing facilities expired in
October 2002. This loss of Medicare revenues may have an adverse effect on the
financial condition of many of our skilled nursing facility customers. While it
is hoped that Congress will restore some or all of these payment amounts, no
assurances can be given as to whether Congress will take such action. Further,
some of the current payments to skilled nursing facilities will expire once the
Centers for Medicare & Medicaid Services, or CMS, adopts a refined system for
categorizing resident acuity. CMS has indicated that this change would not occur
during federal fiscal year 2004 (October 1, 2003 -- September 30, 2004), but it
is unknown when a refined system would be adopted, the form of the refined
system or whether it would result in net increases or decreases in payments for
Medicare skilled nursing facilities.

                                       5






    Further, in order to rein in healthcare costs, we anticipate that federal
and state governments will continue to review and assess alternate healthcare
delivery systems, payment methodologies and operational requirements for
healthcare providers, including long-term care facilities and pharmacies. Given
the continuous debate regarding the cost of healthcare, managed care and other
healthcare issues, we cannot predict with any degree of certainty what
additional healthcare initiatives, if any, will be implemented or the effect any
future legislation or regulation will have on our business. Further, Medicaid
and/or Medicare payment rates for pharmaceutical supplies and services may not
continue to be based on current methodologies or remain comparable to present
levels. In particular, the federal government is examining the appropriateness
of using the "average wholesale price" as the basis for reimbursement for
prescription drugs under Medicare Part B. In addition, legislative initiatives
are being considered to expand Medicare coverage of prescription drugs, in some
instances as part of a broad reform of the Medicare program. Any future
healthcare legislation or regulation may adversely affect our business.

    IF WE FAIL TO COMPLY WITH LICENSURE REQUIREMENTS, FRAUD AND ABUSE LAWS OR
OTHER APPLICABLE LAWS, WE MAY NEED TO CURTAIL OPERATIONS, AND COULD BE SUBJECT
TO SIGNIFICANT PENALTIES.

    Our pharmacy business is subject to extensive and often changing federal,
state and local regulations, and our pharmacies are required to be licensed in
the states in which they are located or do business. While we continuously
monitor the effects of regulatory activity on our operations and we currently
have pharmacy licenses for each pharmacy we operate, the failure to obtain or
renew any required regulatory approvals or licenses could adversely affect the
continued operation of our business. The long-term care facilities that contract
for our services are also subject to federal, state and local regulations and
are required to be licensed in the states in which they are located. The failure
by these long-term care facilities to comply with these or future regulations or
to obtain or renew any required licenses could result in our inability to
provide pharmacy services to these facilities and their residents. We are also
subject to federal and state laws that prohibit some types of direct and
indirect payments between healthcare providers. These laws, commonly known as
the fraud and abuse laws, prohibit payments intended to induce or encourage the
referral of patients to, or the recommendation of, a particular provider of
items or services. Violation of these laws can result in loss of licensure,
civil and criminal penalties and exclusion from the Medicaid, Medicare and other
federal healthcare programs.

    We expend considerable resources in connection with our compliance efforts.
We believe that we are in compliance in all material respects with state and
federal regulations applicable to our business.

    FEDERAL AND STATE LAWS THAT PROTECT PATIENT HEALTH INFORMATION MAY INCREASE
OUR COSTS AND LIMIT OUR ABILITY TO COLLECT AND USE THAT INFORMATION.

    Our company and the healthcare industry generally also are impacted by the
Health Insurance Portability and Accountability Act of 1996, or HIPAA, which
mandates, among other things, the adoption of standards to enhance the
efficiency and simplify the administration of the healthcare system. HIPAA
requires the Department of Health and Human Services to adopt standards for
electronic transactions and code sets for basic healthcare transactions such as
payment and remittance advice ("transaction standards"); privacy of individually
identifiable healthcare information ("privacy standards"); security and
electronic signatures ("security standards"), as well as unique identifiers for
providers, employers, health plans and individuals; and enforcement. In many of
our operations, we are a healthcare provider, required to comply in our
operations with these standards and subject to significant civil and criminal
penalties for failure to do so. In addition, we provide services to customers
that also are healthcare providers and will be required to provide satisfactory
written assurances to those customers that we will provide those services
subject to the requirements of the privacy standards. HIPAA will require
significant and costly changes for our company and others in the healthcare
industry. The transaction standards have gone into effect, although we and most
other covered entities in the healthcare industry have

                                       6






received an extension until October 2003 to comply. The privacy standards
generally require compliance by April 2003. No date is established for
compliance with the security standards, since they have not yet been published
in final form. Based on current information, we believe we will be able to fully
comply with HIPAA requirements, however, at this time we cannot estimate the
cost of compliance or if implementation of the HIPAA standards will result in an
adverse effect on our operations or profitability, or that of our customers.

    WE ARE SUBJECT TO ADDITIONAL RISKS RELATING TO OUR ACQUISITION STRATEGY.

    One component of our strategy contemplates our making selected acquisitions.
Acquisitions, including our acquisition of NCS, involve inherent uncertainties.
These uncertainties include the effect on the acquired businesses of integration
into a larger organization and the availability of management resources to
oversee the operations of these businesses. The successful integration of
acquired businesses, including NCS, will require, among others:

    o  consolidation of financial and managerial functions and elimination of
       operational redundancies;

    o  achievement of purchasing efficiencies;

    o  the addition and integration of key personnel; and

    o  the maintenance of existing business.

    Even though an acquired business may have experienced positive financial
performance as an independent company prior to an acquisition, we cannot be sure
that the business will continue to perform positively after an acquisition.

    We also may acquire businesses with unknown or contingent liabilities,
including liabilities for failure to comply with healthcare laws and
regulations. We have policies and procedures to conduct reviews of potential
acquisition candidates for compliance with healthcare laws and to conform the
practices of acquired businesses to our standards and applicable laws. We also
generally seek indemnification from sellers covering these matters. We may,
however, incur material liabilities for past activities of acquired businesses,
including NCS.

    We cannot be sure of the successful integration of NCS or any other
acquisition or that an acquisition will not have an adverse impact on our
results of operations or financial condition.

    WE OPERATE IN HIGHLY COMPETITIVE BUSINESSES.

    The long-term care pharmacy business is highly regionalized and, within a
given geographic region of operations, highly competitive. Our largest
competitors nationally are Pharmerica, Inc., a subsidiary of AmerisourceBergen
Corporation, NeighborCare, Inc., a subsidiary of Genesis Health Ventures, Inc.,
Kindred Pharmacy Services, a division of Kindred Healthcare, Inc., and SunScript
Pharmacy Corporation, a subsidiary of Sun Healthcare Group, Inc. In the
geographic regions we serve, we also compete with numerous local retail
pharmacies, local and regional institutional pharmacies and pharmacies owned by
long-term care facilities. We compete on the basis of quality,
cost-effectiveness and the increasingly comprehensive and specialized nature of
our services, along with the clinical expertise, pharmaceutical technology and
professional support we offer.

    Our contract research organization business competes against other
full-service contract research organizations and client internal resources. The
contract research organization industry is highly fragmented with a number of
full-service contract research organizations and many small, limited-service
providers, some of which serve only local markets. Clients choose a contract
research organization based upon, among other reasons, reputation, references
from existing clients, the client's relationship with the organization, the
organization's experience with the particular type of project and/or therapeutic
area of clinical development, the organization's ability to add value to the
client's development plan, the organization's financial stability and the
organization's ability to provide the full range of services required by the
client.

                                       7






    WE ARE DEPENDENT ON OUR SENIOR MANAGEMENT TEAM AND OUR PHARMACY
PROFESSIONALS.

    We are highly dependent upon the members of our senior management and our
pharmacists and other pharmacy professionals. Our business is managed by a small
number of key management personnel who have been extensively involved in the
success of our business, including Joel F. Gemunder, our President and Chief
Executive Officer. If we were unable to retain these persons, we might be
adversely affected. Our industry is small and there is a limited pool of senior
management personnel with significant experience in our industry. Accordingly,
we believe we could experience significant difficulty in replacing key
management personnel. Although we have employment contracts with our key
management personnel, these contracts generally may be terminated without cause
by either party.

    In addition, our continued success depends on our ability to attract and
retain pharmacists and other pharmacy professionals. Competition for qualified
pharmacists and other pharmacy professionals is strong. The loss of pharmacy
personnel or the inability to attract, retain or motivate sufficient numbers of
qualified pharmacy professionals could adversely affect our business. Although
we generally have been able to meet our staffing requirements for pharmacists
and other pharmacy professionals in the past, our inability to do so in the
future could have a material adverse effect on us.

                                       8






                                  OUR COMPANY

    We are a leading provider of pharmaceutical care for the elderly. We are the
nation's largest independent provider of professional pharmacy-related
consulting and data management services to long-term healthcare institutions.
Our client facilities include skilled nursing facilities, assisted living
facilities, retirement centers, hospitals and other institutional healthcare
facilities. We currently provide our pharmacy services to long-term care
facilities comprising more than 950,000 beds in 47 states. We purchase,
repackage and dispense pharmaceuticals, both prescription and non-prescription,
and provide computerized medical record keeping and third-party billing for
residents in those facilities. We also provide consultant pharmacist services,
including evaluating monthly patient drug therapy, monitoring the control,
distribution and administration of drugs within the nursing facility, and
assisting in compliance with state and federal regulations. In addition, we
provide ancillary services, such as administering medications and nutrition
intravenously and furnishing dialysis and medical supplies. We offer clinical
care planning, pharmaceutical support as well as financial software information
systems to our client facilities. In addition, we provide operational software
and support systems to other long-term care pharmacy providers across the United
States. We also provide comprehensive clinical research services for the
pharmaceutical and biotechnology industries in 28 countries.

    On January 15, 2003, we completed our tender offer for all of the
outstanding shares of the common stock of NCS HealthCare, Inc., a leading
provider of pharmaceutical and related services to long-term care facilities,
including skilled nursing centers, assisted living facilities and hospitals. We
accepted approximately 94% of the validly tendered shares of class A common
stock of NCS and 100% of the validly tendered shares of class B common stock of
NCS for payment. We subsequently acquired the remaining shares of class A common
stock of NCS. Our net cash outlay, including estimated fees and expenses, to
acquire NCS was approximately $167.0 million. In connection with the
acquisition, we repaid approximately $325.5 million of outstanding NCS debt. We
used cash on hand, working capital and available borrowing capacity under our
existing credit facilities to finance the acquisition and the repayment of NCS'
outstanding debt.

    Our principal executive offices are located at 100 East RiverCenter
Boulevard, Covington, Kentucky, 41011, and our telephone number is (859)
392-3300. Our corporate website address is http://www.omnicare.com. Information
contained on our website is not part of this prospectus.

                          THE OMNICARE CAPITAL TRUSTS

    Each of Omnicare Capital Trust I, Omnicare Capital Trust II and Omnicare
Capital Trust III is a statutory trust newly formed under Delaware law by us, as
sponsor of each of the trusts, and Chase Manhattan Bank USA, National
Association, as trustee in the State of Delaware pursuant to the Delaware
Statutory Trust Act. The trusts have been formed solely:

    o  for the possible sale of one or more series of trust preferred securities
       under this prospectus and the sale of trust common securities to us or
       one of our subsidiaries at the time of any sale of trust preferred
       securities;

    o  to purchase a specific series of our subordinated debt securities with
       the proceeds of any sale of their securities; and

    o  to engage in related activities.

    The principal office of each of the trusts is c/o Omnicare, Inc., 100 East
RiverCenter Boulevard, Covington, Kentucky, 41011, and its telephone number is
(859) 392-3300.

                                       9











                                USE OF PROCEEDS

    Unless we indicate otherwise in an accompanying prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered by this
prospectus for general corporate purposes, which may include, but not be limited
to, refinancing of indebtedness, working capital, capital expenditures,
acquisitions and repurchases and redemptions of securities.

    The Omnicare Capital Trusts will use all of the proceeds from the sale of
trust preferred securities to purchase a specific series of our subordinated
debt securities.

                       RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth our consolidated ratio of earnings to fixed
charges for the periods indicated:



                                                                                      NINE MONTHS
                                                                                         ENDED
                                                     YEAR ENDED DECEMBER 31,         SEPTEMBER 30,
                                                 --------------------------------   ----------------
                                                 1997   1998   1999   2000   2001    2001     2002
                                                 ----   ----   ----   ----   ----    ----     ----
                                                                        
Ratio of earnings to fixed charges (1)(2)......  9.1x   5.3x   2.6x   2.2x   2.8x    2.7x     3.8x


- ---------

(1) Our ratio of earnings to fixed charges has been computed by dividing
    earnings before income taxes plus fixed charges (excluding capitalized
    interest expense) by fixed charges. Fixed charges consist of interest
    expense on debt (including amortization of debt expense and capitalized
    interest) and one-third (the proportion deemed representative of the
    interest portion) of rent expense.

(2) Our ratio of earnings to combined fixed charges and preferred stock
    dividends for the periods indicated above are the same as our ratios of
    earnings to fixed charges set forth above because we had no shares of
    preferred stock outstanding during the periods indicated and currently have
    no shares of preferred stock outstanding.

                                       10






               GENERAL DESCRIPTION OF SECURITIES THAT WE MAY SELL

    We, directly or through agents, dealers or underwriters that we may
designate, may offer and sell, from time to time, up to $850,000,000 (or the
equivalent in one or more foreign currencies or currency units) aggregate
initial offering price of:

    o  shares of our common stock;

    o  shares of our preferred stock, which may be issued in the form of
       depositary receipts representing a fraction of a share of preferred
       stock;

    o  our debt securities, in one or more series, which may be senior debt
       securities or subordinated debt securities, in each case consisting of
       notes or other evidences of indebtedness, and which may be guaranteed by
       certain of our subsidiaries;

    o  warrants to purchase any of the other securities that may be sold under
       this prospectus;

    o  trust preferred securities issued by one of the Omnicare Capital Trusts
       and fully and unconditionally guaranteed by us;

    o  purchase contracts to acquire any of the other securities that may be
       sold under this prospectus; or

    o  any combination of these securities, individually or as units.

    We may offer and sell these securities either individually or as units
consisting of one or more of these securities, each on terms to be determined at
the time of sale. We may issue debt securities and/or preferred stock that are
exchangeable for and/or convertible into common stock or any of the other
securities that may be sold under this prospectus. When particular securities
are offered, a supplement to this prospectus will be delivered with this
prospectus, which will describe the terms of the offering and sale of the
offered securities.

                          DESCRIPTION OF COMMON STOCK

    Our authorized capital stock consists of 200,000,000 shares of common stock,
par value $1.00 per share, and 1,000,000 shares of preferred stock, no par value
per share. We describe the preferred stock under the heading "Description of
Preferred Stock."

    This section summarizes the general terms of our common stock that we may
offer. The prospectus supplement relating to the common stock offered will state
the number of shares offered, the initial offering price and the market price,
dividend information and any other relevant information. The summaries in this
section and the prospectus supplement do not describe every aspect of the common
stock. When evaluating the common stock, you should also refer to all of the
provisions of our charter, our by-laws and the Delaware General Corporation Law
("DGCL"). Our charter and by-laws are incorporated by reference in the
registration statement.

TERMS OF THE COMMON STOCK

    At December 31, 2002, approximately 94,301,500 shares of our common stock
were outstanding. Our common stock has no preemptive rights and no redemption,
sinking fund or conversion provisions. All shares of our common stock have one
vote on any matter submitted to the vote of stockholders. Our common stock does
not have cumulative voting rights. Upon our liquidation, the holders of our
common stock are entitled to receive, on a pro rata basis, all assets then
legally available for distribution after payment of debts and liabilities and
preferences on preferred stock, if any. Holders of our common stock are entitled
to receive dividends when and as declared by the board of directors out of funds
legally available therefor (subject to the prior rights of preferred stock, if
any). All outstanding shares of our common stock are fully paid and
nonassessable.

                                       11






RIGHTS AGREEMENT

    On June 2, 1999, we paid a dividend of one preferred share purchase right
for each outstanding share of our common stock to the stockholders of record on
that date. Each right entitles the registered holder to purchase one
ten-thousandth of a share of our Series A Junior Participating Preferred Stock,
at a price of $135.00 per one ten-thousandth of a share of Series A Junior
Participating Preferred Stock, subject to adjustment. The description and terms
of the rights are set forth in the Rights Agreement between us and First Chicago
Trust Company of New York, as rights agent.

    Initially, the rights will be attached to all certificates of common stock
and no separate rights certificates will be issued. Separate rights certificates
evidencing the rights will be distributed to holders of record of our common
stock as of the close of business on the earlier to occur of the tenth day (or
such other day as our board of directors may determine) following (i) a public
announcement that a person or group of affiliated or associated persons,
referred to as an "Acquiring Person," has acquired beneficial ownership of 15%
or more of the outstanding common shares or (ii) the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 15% or more of the outstanding common shares. The rights will expire on
June 2, 2009, unless extended or unless the rights are earlier redeemed or
exchanged by us. Until a right is exercised, the holder thereof, as such, will
have no rights as a stockholder of ours, including, without limitation, the
right to vote or to receive dividends.

    If a person or group becomes an Acquiring Person, each holder of a right
will thereafter have the right to receive, upon exercise, shares of our common
stock (or, in certain circumstances, shares of Series A Junior Participating
Preferred Stock or other similar securities of ours) having a value equal to two
times the exercise price of the right and all rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void.

    In the event that we are acquired in a merger or other business combination
transaction or 50% or more of our consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, proper provision will be
made so that each holder of a right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the right, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise price of the
right. In the event that any person or group becomes an Acquiring Person, proper
provision shall be made so that each holder of a right, other than rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of shares of our
common stock having a market value of two times the exercise price of the right.

    At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of our common stock, our board of directors may exchange the rights
(other than rights owned by such person or group which will have become void),
in whole or in part, at an exchange ratio of one share of our common stock, or
one ten-thousandth of a share of Series A Junior Participating Preferred Stock
(or of a share of a class or series of our preferred stock having equivalent
rights, preferences and privileges), per right (subject to adjustment).

    At any time prior to the distribution date, our board of directors may
redeem the rights, in whole but not in part, at a price of $.01 per right.
Immediately upon any such redemption, the right to exercise the rights will
terminate and the only right of the holders of rights will be to receive the
redemption price.

PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS

    Certain provisions of our charter, by-laws and the DGCL may delay or prevent
any transaction involving us that might result in a change of control.

                                       12






    Fair Price Provision. With certain exceptions, in the event a person,
corporation or other entity owns 10% or more of our stock entitled to vote, a
majority of the outstanding shares of our capital stock not so owned is required
to authorize (i) any merger or consolidation of us with or into such
corporation, (ii) any sale, lease, exchange or other disposition of all or a
substantial part of our assets to or with such person, corporation or other
entity or (iii) issuances and transfers of our securities to such person,
corporation or other entity for assets and/or securities with a value of at
least $5 million or for cash.

    Board of Directors. Our board of directors, when evaluating any offer of
another party to make a tender or exchange offer for our equity securities,
merge or consolidate with us, purchase or otherwise acquire all or substantially
all of our assets, shall, in connection with the exercise of its judgment in
determining what is in the best interests of us and our stockholders, give due
consideration to all relevant factors, including the social and economic effects
on our employees, customers, suppliers and other constituents and on the
communities in which we operate or are located.

    Our charter also provides that directors may be removed without cause only
by the holders of two-thirds of the shares of our capital stock then entitled to
vote on the election of directors.

    Amendments to the Charter. The sections of our charter relating to the fair
price and director removal provisions described above, as well as those relating
to elimination of director liability, indemnification of directors and the
ability of our board of directors to amend the by-laws, may only be repealed or
amended with the approval of the holders of two-thirds of the outstanding shares
of each class of our capital stock entitled to vote thereon as a class.

    Business Combinations. We are subject to Section 203 of the DGCL which
restricts a wide range of transactions ("business combinations") between a
corporation and an interested stockholder. An "interested stockholder" is,
generally, any person who beneficially owns, directly or indirectly, 15% or more
of the corporation's outstanding voting stock. Business combinations are broadly
defined to include (i) mergers or consolidations with, (ii) sales or other
dispositions of more than 10% of the corporation's assets to, (iii) certain
transactions resulting in the issuance or transfer of any stock of the
corporation or any subsidiary to, (iv) certain transactions resulting in an
increase in the proportionate share of stock of the corporation or any
subsidiary owned by, or (v) receipt of the benefit (other than proportionately
as a stockholder) of any loans, advances or other financial benefits by an
interested stockholder. Section 203 provides that an interested stockholder may
not engage in a business combination with the corporation for a period of three
years from the time of becoming an interested stockholder unless (a) the board
of directors approved either the business combination or the transaction which
resulted in the person becoming an interested stockholder prior to the time that
person became an interested stockholder; (b) upon consummation of the
transaction which resulted in the person becoming an interested stockholder,
that person owned at least 85% of the corporation's voting stock (excluding
shares owned by persons who are directors and also officers and shares owned by
certain employee stock plans); or (c) the business combination is approved by
the board of directors and authorized by the affirmative vote of at least
66 2/3% of the outstanding voting stock not owned by the interested stockholder.

    Future Issuances of Preferred Stock. We are not required to seek stockholder
approval prior to designating any future series of preferred stock. Our board of
directors could issue preferred stock in one or more transactions with terms
which might make the acquisition of control of our company more difficult or
costly.

TRANSFER AGENT

    The transfer agent for our common stock is EquiServe Trust Company, N.A.,
Jersey City, New Jersey.

                                       13






                         DESCRIPTION OF PREFERRED STOCK

    This section summarizes the general terms of the preferred stock that we may
offer. The prospectus supplement relating to a particular series of preferred
stock will describe the specific terms of that series, which may be in addition
to or different from the general terms summarized in this section. The summaries
in this section and the prospectus supplement do not describe every aspect of
the preferred stock. If any particular terms of a series of preferred stock
described in a prospectus supplement differ from any of the terms described in
this prospectus, then the terms described in the applicable prospectus
supplement will be deemed to supersede the terms described in this prospectus.
When evaluating the preferred stock, you also should refer to all of the
provisions of our charter, the applicable certificate of designation for the
offered series of preferred stock and the DGCL. The applicable certificate of
designation will be filed as an exhibit to or incorporated by reference in the
registration statement.

GENERAL

    Our board of directors is authorized to issue shares of preferred stock, in
one or more series or classes, and to fix for each series voting powers and
those preferences and relative, participating, optional or other special rights
and those qualifications, limitations or restrictions as are permitted by the
DGCL.

    Our board of directors is authorized to determine the terms for each series
of preferred stock, and the prospectus supplement will describe the terms of any
series of preferred stock being offered, including:

    o  the designation of the shares and the number of shares that constitute
       the series;

    o  the dividend rate (or the method of calculation thereof), if any, on the
       shares of the series and the priority as to payment of dividends with
       respect to other classes or series of our capital stock;

    o  the dividend periods (or the method of calculation thereof);

    o  the voting rights of the shares;

    o  the liquidation preference and the priority as to payment of the
       liquidation preference with respect to other classes or series of our
       capital stock and any other rights of the shares of the series upon our
       liquidation or winding up;

    o  whether or not and on what terms the shares of the series will be subject
       to redemption or repurchase at our option;

    o  whether and on what terms the shares of the series will be convertible
       into or exchangeable for other securities;

    o  whether depositary shares representing shares of the series of preferred
       stock will be offered and, if so, the fraction of a share of the series
       of preferred stock represented by each depositary share (see "Description
       of Depositary Shares" below);

    o  whether the shares of the series of preferred stock will be listed on a
       securities exchange;

    o  any special United States federal income tax considerations applicable to
       the series; and

    o the other rights and privileges and any qualifications, limitations or
      restrictions of the rights or privileges of the series.

DIVIDENDS

    Holders of shares of preferred stock will be entitled to receive, when and
as declared by our board of directors, dividends payable at the dates and at the
rates, if any, per share per annum as set forth in the applicable prospectus
supplement.

    Unless otherwise set forth in the applicable prospectus supplement, each
series of preferred stock will rank junior as to dividends to any preferred
stock that may be issued in the future that is expressly senior as to dividends
to that preferred stock. If we should fail at any time to pay

                                       14






accrued dividends on any senior shares at the time the dividends are payable, we
may not pay any dividend on the junior preferred stock or redeem or otherwise
repurchase shares of junior preferred stock until the accumulated but unpaid
dividends on the senior shares have been paid or set aside for payment in full
by us.

    Unless otherwise set forth in the applicable prospectus supplement, no
dividends (other than in common stock or other capital stock ranking junior to
the preferred stock of any series as to dividends and upon liquidation) may be
declared or paid or set aside for payment, nor may any other distribution be
declared or made upon the common stock, or any of our other capital stock
ranking junior to or on a parity with the preferred stock of that series as to
dividends, nor may any common stock or any of our other capital stock ranking
junior to or on a parity with the preferred stock of that series as to dividends
be redeemed, purchased or otherwise acquired for any consideration (or any
monies be paid to or made available for a sinking fund for the redemption of any
shares of any of that stock) by us (except by conversion into or exchange for
other capital stock of ours ranking junior to the preferred stock of that series
as to dividends) unless (i) if that series of preferred stock has a cumulative
dividend, full cumulative dividends on the preferred stock of that series have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for all past dividend periods and the then
current dividend period and (ii) if such series of preferred stock does not have
a cumulative dividend, full dividends on the preferred stock of such series have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for payment for the then current dividend
period. However, any monies deposited in any sinking fund with respect to any
preferred stock in compliance with the provisions of the sinking fund may be
applied to the purchase or redemption of that preferred stock in accordance with
the terms of the sinking fund, regardless of whether at the time of the
application full dividends, including cumulative dividends, upon shares of the
preferred stock outstanding on the last dividend payment date have been paid or
declared and set apart for payment. In addition, any junior or parity preferred
stock or common stock may be converted into or exchanged for our stock ranking
junior to the preferred stock as to dividends.

    The amount of dividends payable for the initial dividend period or any
period shorter than a full dividend period will be computed on the basis of a
360-day year of twelve 30-day months, unless otherwise set forth in the
applicable prospectus supplement. Accrued but unpaid dividends will not bear
interest, unless otherwise set forth in the applicable prospectus supplement.

CONVERTIBILITY

    No series of preferred stock will be convertible into, or exchangeable for,
other securities or property except as set forth in the applicable prospectus
supplement.

REDEMPTION AND SINKING FUND

    No series of preferred stock will be redeemable or receive the benefit of a
sinking fund except as set forth in the applicable prospectus supplement.

LIQUIDATION RIGHTS

    Unless otherwise set forth in the applicable prospectus supplement, in the
event of our liquidation, dissolution or winding up, the holders of shares of
each series of preferred stock are entitled to receive out of our assets
available for distribution to stockholders, before any distribution of assets is
made to holders of (i) any other shares of preferred stock ranking junior to
that series of preferred stock as to rights upon liquidation, dissolution or
winding up and (ii) shares of common stock, liquidating distributions per share
in the amount of the liquidation preference specified in the applicable
prospectus supplement for that series of preferred stock plus any dividends
accrued and accumulated but unpaid to the date of final distribution; but the
holders of each series of preferred stock will not be entitled to receive the
liquidating distribution of, plus such dividends on, those shares until the
liquidation preference of any shares of our capital stock

                                       15






ranking senior to that series of the preferred stock as to the rights upon
liquidation, dissolution or winding up will have been paid (or a sum set aside
therefor sufficient to provide for payment) in full. If upon our liquidation,
dissolution or winding up, the amounts payable with respect to the preferred
stock, and any other preferred stock ranking as to any distribution on a parity
with the preferred stock are not paid in full, then the holders of the preferred
stock and the other parity preferred stock will share ratably in any
distribution of assets in proportion to the full respective preferential amount
to which they are entitled. Unless otherwise specified in a prospectus
supplement for a series of preferred stock, after payment of the full amount of
the liquidating distribution to which they are entitled, the holders of shares
of preferred stock will not be entitled to any further participation in any
distribution of our assets. Neither a consolidation or merger of us with another
corporation nor a sale of securities will be considered a liquidation,
dissolution or winding up of us.

VOTING RIGHTS

    The holders of each series or class of preferred stock we may issue will
have no voting rights, except as required by law and as described below or in
the applicable prospectus supplement. Our board of directors may, upon issuance
of a series or class of preferred stock, grant voting rights to the holders of
that series or class to elect additional board members if we fail to pay
dividends in a timely fashion.

    Without the affirmative vote of a majority of the shares of any class of
preferred stock then outstanding, we may not:

   o  increase or decrease the aggregate number of authorized shares of that
      class;

   o  increase or decrease the par value of the shares of that class; or

   o  alter or change the powers, preferences or special rights of the shares of
      that class so as to affect them adversely.

    If the amendment would adversely alter or change the powers, preferences or
special rights of one or more series of a class of preferred stock, but not the
entire class, then only the shares of the affected series will have the right to
vote on the amendment.

MISCELLANEOUS

    The holders of our preferred stock will have no preemptive rights. All
shares of preferred stock being offered by the applicable prospectus supplement
will be fully paid and not liable to further calls or assessment by us. If we
should redeem or otherwise reacquire shares of our preferred stock, then these
shares will resume the status of authorized and unissued shares of preferred
stock undesignated as to series, and will be available for subsequent issuance.

NO OTHER RIGHTS

    The shares of a series of preferred stock will not have any preferences,
voting powers or relative, participating, optional or other special rights
except as set forth above or in the applicable prospectus supplement, our
charter or the applicable certificate of designation or as otherwise required by
law.

TRANSFER AGENT AND REGISTRAR

    The transfer agent and registrar for each series of preferred stock will be
designated in the applicable prospectus supplement.

                                       16






                        DESCRIPTION OF DEPOSITARY SHARES

GENERAL

    We may, at our option, elect to offer fractional shares rather than full
shares of the preferred stock of a series. In the event that we exercise this
option, we will issue receipts for depositary shares, each of which will
represent a fraction (to be set forth in the prospectus supplement relating to a
particular series of preferred stock) of a share of a particular series of
preferred stock as described below.

    The shares of any series of preferred stock represented by depositary shares
will be deposited under one or more deposit agreements among us, a depositary to
be named in the applicable prospectus supplement, and the holders from time to
time of depositary receipts issued thereunder. Subject to the terms of the
applicable deposit agreement, each holder of a depositary share will be
entitled, in proportion to the applicable fraction of a share of preferred stock
represented by the depositary share, to all the rights and preferences of the
preferred stock represented thereby (including, as applicable, dividend, voting,
redemption, subscription and liquidation rights).

    The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of the related series of
preferred stock.

    This section summarizes the general terms of the depositary shares that we
may offer. The prospectus supplement relating to the depositary shares will
describe the specific terms of the depositary shares which may be in addition to
or different from the general terms summarized in this section. If any
particular terms of the depositary shares or the deposit agreement described in
a prospectus supplement differ from any of the terms described below, then the
terms described below will be deemed to have been superseded by that prospectus
supplement. When evaluating the depositary shares and preferred stock, you also
should refer to the applicable deposit agreement and depositary receipt. The
applicable deposit agreement and depositary receipt will be filed as exhibits to
the registration statement or incorporated by reference in the registration
statement.

    Immediately following our issuance of shares of a series of preferred stock
that will be offered as fractional shares, we will deposit the shares with the
depositary, which will then issue and deliver the depositary receipts to the
purchasers thereof. Depositary receipts will only be issued evidencing whole
depositary shares. A depositary receipt may evidence any number of whole
depositary shares.

    Pending the preparation of definitive depositary receipts, the depositary
may, upon our written order, issue temporary depositary receipts substantially
identical to (and entitling the holders thereof to all the rights pertaining to)
the definitive depositary receipts but not in definitive form. Definitive
depositary receipts will be prepared thereafter without unreasonable delay, and
such temporary depositary receipts will be exchangeable for definitive
depositary receipts at our expense.

DIVIDENDS AND OTHER DISTRIBUTIONS

    The depositary will distribute all dividends or other distributions received
in respect of the related series of preferred stock to the record holders of
depositary shares relating to the series of preferred stock in proportion to the
number of the depositary shares owned by the holders.

    In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled thereto in proportion to the number of depositary shares owned by the
holders, unless the depositary determines that the distribution cannot be made
proportionately among the holders or that it is not feasible to make the
distributions, in which case the depositary may, with our approval, adopt any
method it deems equitable and practicable for the purpose of effecting the
distribution, including the sale (at public or private sale) of the securities
or property thus received, or any part thereof, at the place or places and upon
those terms as it may deem proper.

                                       17






REDEMPTION OF DEPOSITARY SHARES

    If any series of the preferred stock underlying the depositary shares is
subject to redemption, the depositary shares will be redeemed from the proceeds
received by the depositary resulting from any redemption, in whole or in part,
of the series of the preferred stock held by the depositary. The redemption
price per depositary share will be equal to the applicable fraction of the
redemption price per share payable with respect to the series of the preferred
stock. If we redeem shares of a series of preferred stock held by the
depositary, the depositary will redeem as of the same redemption date the number
of depositary shares representing the shares of preferred stock so redeemed. If
less than all of the depositary shares are to be redeemed, the depositary shares
to be redeemed will be selected by lot or substantially equivalent method
determined by the depositary.

    After the date fixed for redemption, the depositary shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the depositary shares will cease, except the right to receive the
monies payable upon redemption and any money or other property to which the
holders of the depositary shares were entitled upon such redemption, upon
surrender to the depositary of the depositary receipts evidencing the depositary
shares. Any funds deposited by us with the depositary for any depositary shares
that the holders thereof fail to redeem will be returned to us after a period of
two years from the date the funds are so deposited.

VOTING THE UNDERLYING PREFERRED STOCK

    Upon receipt of notice of any meeting at which the holders of any series of
the preferred stock are entitled to vote, the depositary will mail the
information contained in the notice of meeting to the record holders of the
depositary shares relating to the series of preferred stock. Each record holder
of the depositary shares on the record date (which will be the same date as the
record date for the related series of preferred stock) will be entitled to
instruct the depositary as to the exercise of the voting rights pertaining to
the number of shares of the series of preferred stock represented by that
holder's depositary shares. The depositary will endeavor, insofar as
practicable, to vote or cause to be voted the number of shares of preferred
stock represented by the depositary shares in accordance with the instructions,
provided the depositary receives the instructions sufficiently in advance of the
meeting to enable it to so vote or cause to be voted the shares of preferred
stock, and we will agree to take all reasonable action that may be deemed
necessary by the depositary in order to enable the depositary to do so. The
depositary will abstain from voting shares of the preferred stock to the extent
it does not receive specific instructions from the holders of depositary shares
representing the preferred stock.

WITHDRAWAL OF STOCK

    Upon surrender of the depositary receipts at the corporate trust office of
the depositary and upon payment of the taxes, charges and fees provided for in
the deposit agreement and subject to the terms thereof, the holder of the
depositary shares evidenced thereby is entitled to delivery at such office, to
or upon his or her order, of the number of whole shares of the related series of
preferred stock and any money or other property, if any, represented by the
depositary shares. Holders of depositary shares will be entitled to receive
whole shares of the related series of preferred stock, but holders of the whole
shares of preferred stock will not thereafter be entitled to deposit the shares
of preferred stock with the depositary or to receive depositary shares therefor.
If the depositary receipts delivered by the holder evidence a number of
depositary shares in excess of the number of depositary shares representing the
number of whole shares of the related series of preferred stock to be withdrawn,
the depositary will deliver to the holder upon his or her order at the same time
a new depositary receipt evidencing the excess number of depositary shares.

                                       18






AMENDMENT AND TERMINATION OF A DEPOSIT AGREEMENT

    The form of depositary receipt evidencing the depositary shares of any
series and any provision of the applicable deposit agreement may at any time and
from time to time be amended by agreement between us and the depositary.
However, any amendment that materially adversely alters the rights of the
holders of depositary shares of any series will not be effective unless the
amendment has been approved by the holders of at least a majority of the
depositary shares of the series then outstanding. Every holder of a depositary
receipt at the time the amendment becomes effective will be deemed, by
continuing to hold the depositary receipt, to be bound by the deposit agreement
as so amended. Notwithstanding the foregoing, in no event may any amendment
impair the right of any holder of any depositary shares, upon surrender of the
depositary receipts evidencing the depositary shares and subject to any
conditions specified in the deposit agreement, to receive shares of the related
series of preferred stock and any money or other property represented thereby,
except in order to comply with mandatory provisions of applicable law. The
deposit agreement may be terminated by us at any time upon not less than 60 days
prior written notice to the depositary, in which case, on a date that is not
later than 30 days after the date of the notice, the depositary shall deliver or
make available for delivery to holders of depositary shares, upon surrender of
the depositary receipts evidencing the depositary shares, the number of whole or
fractional shares of the related series of preferred stock as are represented by
the depositary shares. The deposit agreement shall automatically terminate after
all outstanding depositary shares have been redeemed or there has been a final
distribution in respect of the related series of preferred stock in connection
with any liquidation, dissolution or winding up of us and the distribution has
been distributed to the holders of depositary shares.

CHARGES OF DEPOSITARY

    We will pay all transfer and other taxes and the governmental charges
arising solely from the existence of the depositary arrangements. We will pay
the charges of the depositary, including charges in connection with the initial
deposit of the related series of preferred stock and the initial issuance of the
depositary shares and all withdrawals of shares of the related series of
preferred stock, except that holders of depositary shares will pay transfer and
other taxes and governmental charges and any other charges as are expressly
provided in the deposit agreement to be for their accounts.

RESIGNATION AND REMOVAL OF DEPOSITARY

    The depositary may resign at any time by delivering to us written notice of
its election to do so, and we may at any time remove the depositary. Any
resignation or removal is to take effect upon the appointment of a successor
depositary, which successor depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.

MISCELLANEOUS

    The depositary will forward to the holders of depositary shares all reports
and communications from us that are delivered to the depositary and which we are
required to furnish to the holders of the related preferred stock.

    The depositary's corporate trust office will be identified in the applicable
prospectus supplement. Unless otherwise set forth in the applicable prospectus
supplement, the depositary will act as transfer agent and registrar for
depositary receipts and if shares of a series of preferred stock are redeemable,
the depositary also will act as redemption agent for the corresponding
depositary receipts.

                                       19






                         DESCRIPTION OF DEBT SECURITIES

    We may issue debt securities either separately, or together with, or upon
the conversion of or in exchange for, other securities. The debt securities may
be our unsubordinated obligations, which we refer to as "senior debt
securities," or our subordinated obligations, which we refer to as "subordinated
debt securities." The subordinated debt securities of any series may be our
senior subordinated obligations, subordinated obligations, junior subordinated
obligations or may have such other ranking as will be described in the relevant
prospectus supplement. We may issue any of these types of debt securities in one
or more series.

    Our senior debt securities may be issued from time to time under a senior
debt securities indenture. Our subordinated debt securities may be issued from
time to time under a subordinated debt securities indenture. Each of the senior
debt securities indenture and the subordinated debt securities indenture is
referred to individually as an "indenture" and they are referred to collectively
as the "indentures." Each trustee is referred to individually as a "trustee" and
the trustees are collectively referred to as the "trustees."

    This section summarizes selected terms of the debt securities that we may
offer. The applicable prospectus supplement and the form of applicable indenture
relating to any particular debt securities offered will describe the specific
terms of that series, which may be in addition to or different from the general
terms summarized in this section. If any particular terms of the debt securities
described in a prospectus supplement differ from any of the terms described in
this prospectus, then the terms described in the applicable prospectus
supplement will supersede the terms described in this prospectus. The following
summary and any description of our debt securities contained in an applicable
prospectus supplement do not describe every aspect of the applicable indenture
or the debt securities. When evaluating the debt securities, you also should
refer to all provisions of the applicable indenture and the debt securities. The
forms of indentures have been filed as exhibits to the registration statement of
which this prospectus is a part. When we refer to "Omnicare," "we," "us" or
"our" in this section or when we otherwise refer to ourselves in this section,
we mean Omnicare, Inc., excluding, unless otherwise expressly stated or the
context requires, our subsidiaries.

GENERAL

    We can issue an unlimited amount of debt securities under the indentures.
However, certain of our existing or future debt agreements may limit the amount
of debt securities we may issue. We can issue debt securities from time to time
and in one or more series as determined by us. In addition, we can issue debt
securities of any series with terms different from the terms of debt securities
of any other series and the terms of particular debt securities within any
series may differ from each other, all without the consent of the holders of
previously issued series of debt securities.

    The applicable prospectus supplement relating to the series of debt
securities will describe the specific terms of the debt securities being
offered, including, where applicable, the following:

    o  the title and series designation of the series of debt securities and
       whether the debt securities of the series will be senior debt securities
       or subordinated debt securities;

    o  any limit on the aggregate principal amount of debt securities of the
       series;

    o  the price or prices at which the debt securities of the series will be
       issued;

    o  whether the debt securities of the series will be guaranteed and the
       terms of any such guarantees;

    o  the date or dates on which the principal amount and premium, if any, are
       payable;

    o  the interest rate or rates or the method for calculating the interest
       rate, which may be fixed or variable, at which the debt securities of the
       series will bear interest, if any, the date or dates from which interest
       will accrue and the interest payment date on which interest will be
       payable, subject to our right, if any, to defer or extend an interest
       payment date and the duration of that deferral or extension;

                                       20







    o  the date or dates on which interest, if any, will be payable and the
       record dates for payment of interest;

    o  the place or places where the principal and premium, if any, and
       interest, if any, will be payable and where the debt securities of the
       series can be surrendered for transfer, conversion or exchange;

    o  our right, if any, to redeem the debt securities and the terms and
       conditions upon which the debt securities of the series may be redeemed,
       in whole or in part;

    o  any mandatory or optional sinking fund or analogous provisions;

    o  if the debt securities of the series will be secured, any provisions
       relating to the security provided;

    o  whether the debt securities of the series are convertible or exchangeable
       into other debt or equity securities, and, if so, the terms and
       conditions upon which such conversion or exchange will be effected;

    o  whether any portion of the principal amount of the debt securities of the
       series will be payable upon declaration or acceleration of the maturity
       thereof pursuant to an event of default;

    o  whether the debt securities of the series, in whole or any specified
       part, will not be defeasible pursuant to the applicable indenture and, if
       other than by an officers' certificate, the manner in which any election
       by us to defease the debt securities of the series will be evidenced;

    o  any deletions from, modifications of or additions to the events of
       default or our covenants pertaining to the debt securities of the series;

    o  if other than U.S. dollars, the currency or currencies, including
       composite currencies, of payment of principal of, premium, if any, and
       interest, if any, on the debt securities of the series and whether the
       debt securities of the series may be satisfied and discharged other than
       as provided in the applicable indenture;

    o  any terms applicable to debt securities of any series issued at an issue
       price below their stated principal amount, including the issue price
       thereof and the rate or rates at which the original issue discount will
       accrue;

    o  whether the debt securities of the series are to be issued or delivered
       (whether at the time of original issuance or at the time of exchange of
       a temporary security of such series or otherwise), or any installment of
       principal or any premium or interest is to be payable only, upon receipt
       of certificates or other documents or satisfaction of other conditions in
       addition to those specified in the applicable indenture;

    o  whether the debt securities of the series are to be issued in fully
       registered form without coupons or are to be issued in the form of one or
       more global securities in temporary global form or permanent global form;

    o  whether the debt securities of the series are to be issued in registered
       or bearer form, the terms and conditions relating the applicable form,
       including, but not limited to, tax compliance, registration and transfer
       procedures and, if in registered form, the denominations in which we will
       issue the registered securities if other than $1,000 or a multiple
       thereof and, if in bearer form, the denominations in which we will issue
       the bearer securities;

    o  any special United States federal income tax considerations applicable to
       the debt securities of the series;

    o  any addition to or change in the covenants set forth in the indenture
       which apply to the debt securities of the series; and

    o  any other terms of the debt securities of the series not inconsistent
       with the provisions of the applicable indenture.

                                       21






    The prospectus supplement relating to any series of subordinated debt
securities being offered also will describe the subordination provisions
applicable to that series, if different from the subordination provisions
described in this prospectus. In addition, the prospectus supplement relating to
a series of subordinated debt will describe our rights, if any, to defer
payments of interest on the subordinated debt securities by extending the
interest payment period.

    Debt securities may be issued as original issue discount securities to be
sold at a discount below their principal amount or at a premium above their
principal amount. In the event of an acceleration of the maturity of any
original issue discount security, the amount payable to the holder upon
acceleration will be determined in the manner described in the applicable
prospectus supplement.

    The above is not intended to be an exclusive list of the terms that may be
applicable to any debt securities and we are not limited in any respect in our
ability to issue debt securities with terms different from or in addition to
those described above or elsewhere in this prospectus, provided that the terms
are not inconsistent with the applicable indenture. Any applicable prospectus
supplement also will describe any special provisions for the payment of
additional amounts with respect to the debt securities.

GUARANTEES

    Debt securities may be guaranteed by certain of our domestic subsidiaries,
if so provided in the applicable prospectus supplement. The prospectus
supplement will describe the terms of any guarantees, including, among other
things, the method for determining the identity of the guarantors and the
conditions under which guarantees will be added or released. Any guarantees will
be joint and several obligations of the guarantors. The obligations of each
guarantor under its guarantee will be limited as necessary to prevent that
guarantee from constituting a fraudulent conveyance or fraudulent transfer under
applicable law.

SUBORDINATION PROVISIONS RELATING TO SUBORDINATED DEBT

    Debt securities may be subject to contractual subordination provisions
contained in the subordinated debt securities indenture. These subordination
provisions may prohibit us from making payments on the subordinated debt
securities in certain circumstances before a defined class of "senior
indebtedness" is paid in full or during certain periods when a payment or other
default exists with respect to certain senior indebtedness. If we issue
subordinated debt securities, the applicable prospectus supplement relating to
the subordinated debt securities will include a description of the subordination
provisions and the definition of senior indebtedness that apply to the
subordinated debt securities.

    If the trustee under the subordinated debt indenture or any holder of the
series of subordinated debt securities receives any payment or distribution that
is prohibited under the subordination provisions, then the trustee or the
holders will have to repay that money to the holders of senior indebtedness.

    Even if the subordination provisions prevent us from making any payment when
due on the subordinated debt securities of any series, we will be in default on
our obligations under that series if we do not make the payment when due. This
means that the trustee under the subordinated debt indenture and the holders of
that series can take action against us, but they will not receive any money
until the claims of the holders of senior indebtedness have been fully
satisfied.

    Unless otherwise indicated in an applicable prospectus, if any series of
subordinated debt securities is guaranteed by certain of our subsidiaries, then
the guarantee will be subordinated to the senior indebtedness of such guarantor
to the same extent as the subordinated debt securities are subordinated to the
senior indebtedness.

                                       22






CONVERSION AND EXCHANGE RIGHTS

    The debt securities of a series may be convertible into or exchangeable for
any of our other securities, if at all, according to the terms and conditions of
an applicable prospectus supplement. Such terms will include the conversion or
exchange price and any adjustments thereto, the conversion or exchange period,
provisions as to whether conversion or exchange will be mandatory, at our option
or at the option of the holders of that series of debt securities and provisions
affecting conversion or exchange in the event of the redemption of that series
of debt securities.

FORM, EXCHANGE, REGISTRATION AND TRANSFER

    The debt securities of a series may be issued as registered securities, as
bearer securities (with or without coupons attached) or as both registered
securities and bearer securities. Debt securities of a series may be issuable in
whole or in part in the form of one or more global debt securities, as described
below under "Global Debt Securities."

    Unless otherwise indicated in an applicable prospectus supplement,
registered securities will be issuable in denominations of $1,000 and integral
multiples thereof.

    Registered securities of any series will be exchangeable for other
registered securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. Debt securities may be presented
for exchange as provided above, and unless otherwise indicated in an applicable
prospectus supplement, registered securities may be presented for registration
of transfer, at the office or agency designated by us as registrar or
co-registrar with respect to any series of debt securities, without service
charge and upon payment of any taxes, assessments or other governmental charges
as described in the applicable indenture. The transfer or exchange will be
effected on the books of the registrar or any other transfer agent appointed by
us upon the registrar or transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person making the request. We
intend to initially ap point the trustee as registrar and the name of any
different or additional registrar designated by us with respect to the debt
securities of any series will be included in the applicable prospectus
supplement. If a prospectus supplement refers to any transfer agents (in
addition to the registrar) designated by us with respect to any series of debt
securities, we may at any time rescind the designation of any transfer agent or
approve a change in the location through which any transfer agent acts, except
that, if debt securities of a series are issuable only as registered securities,
we will be required to maintain a transfer agent in each place of payment for
that series. We may at any time designate additional transfer agents with
respect to any series of debt securities.

    In the event of any redemption of debt securities of any series, we will not
be required to (i) issue, register the transfer of or exchange debt securities
of that series during a period beginning at the opening of business 15 days
before any selection of debt securities of that series to be redeemed and ending
at the close of business on the day of mailing of the relevant notice of
redemption and (ii) register the transfer of or exchange any registered
security, or portion thereof, called for redemption, except the unredeemed
portion of any registered security being redeemed in part.

PAYMENT AND PAYING AGENTS

    Unless otherwise indicated in an applicable prospectus supplement, payment
of principal of, premium, if any, and interest, if any, on registered securities
will be made at the office of the paying agent or paying agents designated by us
from time to time, except that at our option, payment of principal and premium,
if any, or interest also may be made by wire transfer to an account maintained
by the payee. Unless otherwise indicated in an applicable prospectus supplement,
payment of any installment of interest on registered securities will be made to
the person in whose name the registered security is registered at the close of
business on the regular record date for the interest payment.

    Unless otherwise indicated in an applicable prospectus supplement, the
trustee will be designated as our sole paying agent for payments with respect to
debt securities which are issuable

                                       23






solely as registered securities. Any paying agents outside the United States and
any other paying agents in the United States initially designated by us for any
series of debt securities will be named in an applicable prospectus supplement.
We may at any time designate additional paying agents or rescind the designation
of any paying agent or approve a change in the office through which any paying
agent acts, except that, if debt securities of a series are issuable only as
registered securities, we will be required to maintain a paying agent in each
place of payment for that series.

    All monies paid by us to a paying agent for the payment of principal of,
premium, if any, or interest, if any, on any debt security which remains
unclaimed at the end of two years after that principal or interest will have
become due and payable will be repaid to us, and the holder of the debt security
or any coupon will thereafter look only to us for payment of those amounts.

GLOBAL DEBT SECURITIES

    The debt securities of a series may be issued in whole or in part in global
form. A global debt security will be deposited with, or on behalf of, a
depositary, which will be identified in an applicable prospectus supplement. A
global debt security may be issued in either registered or bearer form and in
either temporary or permanent form. A global debt security may not be
transferred except as a whole to the depositary for the debt security or to a
nominee or successor of the depositary. If any debt securities of a series are
issuable in global form, the applicable prospectus supplement will describe the
circumstances, if any, under which beneficial owners of interests in a global
debt security may exchange their interests for definitive debt securities of
that series of like tenor and principal amount in any authorized form and
denomination, the manner of payment of principal of, premium, if any, and
interest, if any, on the global debt securities and the specific terms of the
depositary arrangement with respect to any global debt security.

COVENANTS

    Reports. Except as otherwise set forth in an applicable prospectus
supplement, so long as any debt securities of a series are outstanding, we will
furnish to the holders of debt securities of that series, within the time
periods specified in the rules and regulations of the Securities and Exchange
Commission, or SEC, (a) our reports on Forms 10-Q and 10-K, including a
Management's Discussion and Analysis of Financial Condition and Results of
Operations and, with respect to the annual information only, a report on the
audited financial statements by our certified independent accountants and (b)
all current reports on Form 8-K.

    We also will file a copy of all of the information and reports referred to
in clauses (a) and (b) above with the SEC for public availability within the
time periods specified in the SEC's rules and regulations (unless the SEC will
not accept such a filing) and make such information available to securities
analysts and prospective investors upon request.

    Any additional covenants with respect to any series of debt securities will
be set forth in the applicable prospectus supplement. Unless otherwise indicated
in an applicable prospectus supplement, the indentures do not include covenants
restricting our ability to enter into a highly leveraged transaction, including
a reorganization, restructuring, merger or similar transaction involving us that
may adversely affect the holders of the debt securities, if the transaction is a
permissible consolidation, merger or similar transaction. In addition, unless
otherwise specified in an applicable prospectus supplement, the indentures do
not afford the holders of the debt securities the right to require us to
repurchase or redeem the debt securities in the event of a highly leveraged
transaction. See "Merger, Consolidation and Sale of Assets."

MERGER, CONSOLIDATION AND SALE OF ASSETS

    Except as otherwise set forth in an applicable prospectus supplement, we may
not, directly or indirectly, (i) consolidate with or merge into any other person
(whether or not we are the surviving corporation) or (ii) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of our
properties and assets, unless (a) either (x) we are the continuing

                                       24






corporation, or (y) the person formed by or surviving any such consolidation or
merger (if other than us) or to which such sale, assignment, transfer,
conveyance or disposition will have been made is a corporation organized and
existing under the laws of the United States, any state thereof or the District
of Columbia and that person assumes all of our obligations under the debt
securities of such series and the indenture relating thereto pursuant to
agreements reasonably satisfactory to the applicable trustee; and (b) any other
conditions specified in the applicable prospectus supplement.

    In addition, we may not, directly or indirectly, lease all or substantially
all of our properties or assets in one or more related transactions to any other
person. This "Merger, Consolidation and Sale of Assets" covenant will not apply
to a sale, assignment, transfer, conveyance or other disposition of assets
between or among us and any guarantors, if applicable.

EVENTS OF DEFAULT AND REMEDIES

    Under each indenture, unless otherwise specified with respect to a series of
debt securities, the following events will constitute an event of default with
respect to any series of debt securities:

    o  default for 30 days in the payment when due of any interest on any debt
       securities of that series;

    o  default in payment when due of the principal of, or premium, if any, on
       any debt security of that series;

    o  failure to comply with the provisions described under the caption
       "Merger, Consolidation or Sale of Assets;"

    o  failure for 60 days after notice to comply with any of the other
       agreements in the indenture;

    o  except as permitted by the indenture, if debt securities of a series are
       guaranteed, any guarantee shall be held in any final, non-appealable
       judicial proceeding to be unenforceable or invalid or shall cease for any
       reason to be in full force and effect or any guarantor, or any person
       acting on behalf of any guarantor, shall deny, or disaffirm its
       obligations under its guarantee (unless such guarantor could be released
       from its guarantee in accordance with the applicable terms of the
       indenture);

    o  certain events of bankruptcy or insolvency described in the indenture
       with respect to us or any of our Significant Subsidiaries; and

    o  any other event of default applicable to the series of debt securities
       and set forth in the applicable prospectus supplement.

    Each indenture provides that in the case of an event of default arising from
certain events of bankruptcy or insolvency relating to us with respect to a
series of debt securities, all outstanding debt securities of that series will
become due and payable immediately without further action or notice. If any
other event of default occurs and is continuing, the trustee or the holders of
at least 25% in principal amount of the then outstanding debt securities of that
series may declare all the debt securities of that series to be due and payable
immediately.

    Holders of the debt securities of a series may not enforce the indenture or
the debt securities of that series except as provided in the indenture. Subject
to certain limitations, holders of a majority in principal amount of the then
outstanding debt securities of a series may direct the trustee in its exercise
of any trust or power. The trustee may withhold from holders of the debt
securities of a series notice of any continuing default or event of default if
it determines that withholding notice is in their interest, except a default or
event of default relating to the payment of principal or interest.

    Each indenture provides that we are required to deliver to the trustee
annually a statement regarding compliance with the indenture. Upon becoming
aware of any default or event of default, we are required to deliver to the
trustee a statement specifying such default or event of default.

    The holders of a majority in aggregate principal amount of the debt
securities of a series then outstanding by notice to the trustee may on behalf
of the holders of all of the debt securities of

                                       25






that series waive any existing default or event of default and its consequences
under the indenture except a continuing default or event of default in the
payment of interest or premium on, or the principal of, the debt securities of
that series.

    Such limitations do not apply, however, to a suit instituted by a holder of
any debt security for the enforcement of the payment of the principal of,
premium, if any, and interest in respect of a debt security on the date
specified for payment in the debt security. Unless otherwise specified with
respect to a series of debt securities, the holders of at least a majority in
aggregate principal amount of the then outstanding debt securities of that
series may, on behalf of the holders of the debt securities of any series, waive
any past defaults under the applicable indenture, other than (i) a default in
any payment of the principal of, and premium, if any, or interest on, any debt
security of the series or (ii) any default in respect of the covenants or
provisions in the applicable indenture which may not be modified without the
consent of the holder of each outstanding debt security of the series affected.

    For purposes of this section, "Significant Subsidiary" means any subsidiary
that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation
is in effect on the date hereof.

AMENDMENT, SUPPLEMENT AND WAIVER

    Each indenture permits us and the applicable trustee, with the consent of
the holders of at least a majority in aggregate principal amount of the
outstanding debt securities of the series affected by the supplemental
indenture, to execute a supplemental indenture to add provisions to, or change
in any manner or eliminate any provisions of, the indenture with respect to that
series of debt securities or modify in any manner the rights of the holders of
the debt securities of that series and any related coupons under the applicable
indenture. However, the supplemental indenture will not, without the consent of
the holder of each outstanding debt security of that series affected thereby:

    o  change the stated maturity of the principal of, or any installment of
       principal or interest on, the debt securities of that series or any
       premium payable upon redemption thereof;

    o  reduce the principal amount of, or premium, if any, or the rate of
       interest on, the debt securities of that series;

    o  change the place or currency of payment of principal and premium, if any,
       or interest, if any, on the debt securities of that series;

    o  impair the right to institute suit for the enforcement of any payment
       after the stated maturity date on any debt securities of that series, or
       in the case of redemption, on or after the redemption date;

    o  reduce the principal amount of outstanding debt securities of that series
       necessary to modify or amend or waive compliance with any provisions of
       the indenture;

    o  release any applicable guarantor from any of its obligations under its
       guarantee or the indenture, except in accordance with the indenture;

    o  modify the foregoing amendment and waiver provisions, except (i) to
       increase the percentage in principal amount of outstanding debt
       securities of any series necessary for such actions or (ii) to provide
       that certain other provisions of the indenture cannot be modified or
       waived without the consent of the holder of each debt security of a
       series affected thereby; and

    o  change such other matters as may be specified in an applicable prospectus
       supplement for any series of debt securities.

    The indentures also permit us, the guarantors, if any, and the applicable
trustee to execute a supplemental indenture without the consent of the holders
of the debt securities:

    o  to cure any ambiguity, defect or inconsistency;

                                       26







    o  to provide for uncertificated debt securities in addition to or in place
       of certificated debt securities;

    o  to provide for the assumption of our obligations or, if applicable, a
       guarantor's obligations to holders of debt securities of a series in the
       case of a merger or consolidation or sale of all or substantially all of
       our assets or, if applicable, a guarantor's assets;

    o  to make any change that would provide any additional rights or benefits
       to the holders of debt securities of a series or that does not adversely
       affect the legal rights under the indenture of any such holder;

    o  to comply with the requirements of SEC in order to effect or maintain the
       qualification of the indenture under the Trust Indenture Act;

    o  to add a guarantor under the indenture;

    o  to evidence and provide the acceptance of the appointment of a successor
       trustee under the applicable indenture;

    o  to mortgage, pledge, hypothecate or grant a security interest in favor of
       the trustee for the benefit of the holders of debt securities of any
       series as additional security for the payment and performance of our or
       any applicable guarantor's obligations under the applicable indenture,
       in any property or assets;

    o  to add to, change or eliminate any provisions of the applicable indenture
       (which addition, change or elimination may apply to one or more series of
       debt securities), provided that, any such addition, change or elimination
       (A) shall neither (i) apply to any debt security of any series created
       prior to the execution of such supplemental indenture and entitled to the
       benefit of such provision nor (ii) modify the rights of the holders of
       such debt securities with respect to such provisions or (B) shall become
       effective only when there is no such outstanding debt securities of such
       series; and

    o  to establish the form and terms of debt securities of any series as
       permitted by the indenture.

    The holders of a majority in principal amount of outstanding debt securities
of any series may waive compliance with certain restrictive covenants and
provisions of the applicable indenture.

DISCHARGE

    Unless otherwise indicated in an applicable prospectus supplement, each
indenture provides that we may satisfy and discharge our obligations thereunder
with respect to the debt securities of any series, when either:

    o  all debt securities of that series that have been authenticated, except
       lost, stolen or destroyed debt securities of that series that have been
       replaced or paid and debt securities of that series for whose payment
       money has been deposited in trust and thereafter repaid to us, have been
       delivered to the trustee for cancellation; or

    o  all debt securities of that series that have not been delivered to the
       trustee for cancellation have become due and payable by reason of the
       mailing of a notice of redemption or otherwise or will become due and
       payable within one year and we or, if applicable, any guarantor has
       irrevocably deposited or caused to be deposited with the trustee as trust
       funds in trust solely for the benefit of the holders of debt securities
       of that series, cash, non-callable U.S. government securities, or a
       combination thereof, in amounts as will be sufficient without
       consideration of any reinvestment of interest, to pay and discharge the
       entire indebtedness on the debt securities of that series not delivered
       to the trustee for cancellation for principal, premium, if any, and
       accrued interest to the date of maturity or redemption.

                                       27






DEFEASANCE

    Unless otherwise indicated in an applicable prospectus supplement, each
indenture provides that we may, at our option and at any time, elect to have all
of our obligations discharged with respect to the outstanding debt securities of
a series and, if applicable, all obligations of the guarantors discharged with
respect to their guarantees ("legal defeasance") except for:

    o  the rights of holders of the outstanding debt securities of that series
       to receive payments in respect of the principal of, or premium or
       interest, if any, on the debt securities of that series when such
       payments are due from the trust referred to below;

    o  our obligations with respect to the debt securities of that series
       concerning issuing temporary securities, registration of securities,
       mutilated, destroyed, lost or stolen securities and the maintenance of an
       office or agency for payment and money for security payments held in
       trust;

    o  the rights, powers, trusts, duties and immunities of the applicable
       trustee, our obligations and, if applicable, the guarantor's obligations
       in connection therewith; and

    o  the legal defeasance provisions of the indenture.

    In addition, we may, at our option and at any time, elect to have our
obligations and, if applicable, the guarantors' obligations released with
respect to certain covenants in respect of the debt securities of any series
that are described in the indenture ("covenant defeasance") and thereafter any
omission to comply with those covenants will not constitute a default or event
of default with respect to the debt securities of that series. In the event
covenant defeasance occurs, certain events (not including non-payment,
bankruptcy, receivership, rehabilitation and insolvency events) described under
" -- Events of Default and Remedies" will no longer constitute an event of
default with respect to the debt securities of that series.

    In order to exercise either legal defeasance or covenant defeasance we are
required to meet specified conditions, including:

     we must irrevocably deposit with the trustee, in trust, for the benefit of
     the holders of the debt securities of that series, cash, non-callable U.S.
     government securities, or a combination thereof, in amounts as will be
     sufficient to pay the principal of, or premium and interest, if any, on the
     outstanding debt securities of that series on the stated maturity or on the
     applicable redemption date, as the case may be;

     in the case of legal defeasance, we have delivered to the applicable
     trustee an opinion of counsel reasonably acceptable to the trustee
     confirming that (a) we have received from, or there has been published by,
     the Internal Revenue Service a ruling or (b) since the date of the
     indenture, there has been a change in the applicable federal income tax
     law, in either case to the effect that, and based thereon such opinion of
     counsel will confirm that, the holders of the outstanding debt securities
     of that series will not recognize income, gain or loss for federal income
     tax purposes as a result of such legal defeasance and will be subject to
     federal income tax on the same amounts, in the same manner and at the same
     times as would have been the case if such legal defeasance had not
     occurred; and

     in the case of covenant defeasance, we have delivered to the trustee an
     opinion of counsel reasonably acceptable to the trustee confirming that the
     holders of the outstanding debt securities of that series will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such covenant defeasance and will be subject to federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such covenant defeasance had not occurred.

THE TRUSTEES UNDER THE INDENTURES

    If a trustee becomes a creditor of ours or any guarantor, the indenture
limits its right to obtain payment of claims in certain cases, or to realize on
certain property received in respect of any such claim as security or otherwise.
Each trustee will be permitted to engage in other transactions with us and/or
the guarantors, if any; however, if any trustee acquires any conflicting

                                       28






interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue or resign.

    The holders of a majority in principal amount of the then outstanding debt
securities of a series will have the right to direct the time, method and place
of conducting any proceeding for exercising any remedy available to the trustee,
subject to certain exceptions. The indenture provides that in case an event of
default occurs and is continuing, a trustee will be required, in the exercise of
its power, to use the degree of care of a prudent person in the conduct of its
own affairs. Subject to such provisions, a trustee will be under no obligation
to exercise any of its rights or powers under the indenture at the request of
any holder of debt securities, unless such holder has offered to the trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

APPLICABLE LAW

    The debt securities and the indentures will be governed by and construed in
accordance with the laws of the State of New York.

                            DESCRIPTION OF WARRANTS

    We may issue, either separately or together with other securities, warrants
for the purchase of any of the other types of securities that we may sell under
this prospectus.

    This section summarizes the general terms of the warrants that we may offer.
The warrants will be issued under warrant agreements to be entered into between
us and a bank or trust company, as warrant agent. The prospectus supplement
relating to a particular series of warrants will describe the specific terms of
that series, which may be in addition to or different from the general terms
summarized in this section. The summaries in this section and the prospectus
supplement do not describe every aspect of the warrants. If any particular terms
of a series of warrants described in a prospectus supplement differ from any of
the terms described in this prospectus, then the terms described in the
applicable prospectus supplement will be deemed to supersede the terms described
in this prospectus. When evaluating the warrants, you also should refer to all
the provisions of the applicable warrant agreement, the certificates
representing the warrants and the specific descriptions in the applicable
prospectus supplement. The applicable warrant agreement and warrant certificates
will be filed as exhibits to or incorporated by reference in the registration
statement.

GENERAL

    The prospectus supplement will describe the terms of the warrants in respect
of which this prospectus is being delivered as well as the related warrant
agreement and warrant certificates, including the following, where applicable:

    o  the principal amount of, or the number of securities, as the case may be,
       purchasable upon exercise of each warrant and the initial price at which
       the principal amount or number of securities, as the case may be, may be
       purchased upon such exercise;

    o  the designation and terms of the securities, if other than common stock,
       purchasable upon exercise thereof and of any securities, if other than
       common stock, with which the warrants are issued;

    o  the procedures and conditions relating to the exercise of the warrants;

    o  the date, if any, on and after which the warrants, and any securities
       with which the warrants are issued, will be separately transferable;

    o  the offering price of the warrants, if any;

    o  the date on which the right to exercise the warrants will commence and
       the date on which that right will expire;

                                       29






    o  a discussion of any special United States federal income tax
       considerations applicable to the warrants;

    o  whether the warrants represented by the warrant certificates will be
       issued in registered or bearer form, and, if registered, where they may
       be transferred and registered;

    o  call provisions of the warrants, if any;

    o  antidilution provisions of the warrants, if any; and

    o  any other material terms of the warrants.

EXERCISE OF WARRANTS

    Each warrant will entitle the holder to purchase for cash that principal
amount of or number of securities, as the case may be, at the exercise price set
forth in, or to be determined as set forth in, the applicable prospectus
supplement relating to the warrants. Unless otherwise specified in the
applicable prospectus supplement, warrants may be exercised at the corporate
trust office of the warrant agent or any other office indicated in the
applicable prospectus supplement at any time up to 5:00 p.m. Eastern Standard
Time on the expiration date set forth in the applicable prospectus supplement.
After 5:00 p.m. Eastern Standard Time on the expiration date, unexercised
warrants will become void. Upon receipt of payment and the warrant certificate
properly completed and duly executed, we will, as soon as practicable, issue the
securities purchasable upon exercise of the warrant. If less than all of the
warrants represented by the warrant certificate are exercised, a new warrant
certificate will be issued for the remaining amount of warrants.

NO RIGHTS OF SECURITY HOLDER PRIOR TO EXERCISE

    Prior to the exercise of their warrants, holders of warrants will not have
any of the rights of holders of the securities purchasable upon the exercise of
the warrants and will not be entitled to:

    o  in the case of warrants to purchase debt securities, payments of
       principal of, premium, if any, or interest, if any, on the debt
       securities purchasable upon exercise; or

    o  in the case of warrants to purchase equity securities, the right to vote
       or to receive dividend payments or similar distributions on the
       securities purchasable upon exercise.

EXCHANGE OF WARRANT CERTIFICATES

    Warrant certificates will be exchangeable for new warrant certificates of
different denominations at the corporate trust office of the warrant agent or
any other office indicated in the applicable prospectus supplement.

        DESCRIPTION OF TRUST PREFERRED SECURITIES AND RELATED GUARANTEES

    We may offer one or more series of trust preferred securities either
separately, or together with, or upon the conversion of or in exchange for,
other securities. The trust preferred securities will be issued by one of the
Omnicare Capital Trusts under the terms of an amended trust agreement. Each
amended trust agreement will be qualified as an indenture under the Trust
Indenture Act. The property trustee of each trust will act as trustee for the
trust preferred securities under each amended trust agreement for purposes of
compliance with the provisions of the Trust Indenture Act. Each trust may issue
only one series of trust preferred securities and one series of trust common
securities. All of the trust common securities of each trust will be owned
directly or indirectly by us. We will enter into a guarantee with respect to
each series of trust preferred securities under which we will irrevocably and
unconditionally agree to make certain payments to the holders of that series of
trust preferred securities, subject to applicable subordination provisions,
except that the guarantee will only apply when the trust has sufficient funds
legally and immediately available to make those payments but has not made them.

    The proceeds from the sale of a series of trust preferred securities and any
trust common securities will be used by the trust to purchase a specific series
of our subordinated debt securities.

                                       30






The payment terms of the subordinated debt securities will mirror the terms of
that series of trust preferred securities and any trust common securities. Each
series of subordinated debt securities will be issued under our subordinated
debt securities indenture. Except as described in an applicable prospectus
supplement, the features of the subordinated debt securities will be similar to
the subordinated debt securities described above under "Description of Debt
Securities."

    The series of subordinated debt securities purchased with the proceeds from
the sale of a series of trust preferred securities and trust common securities
by a trust, along with its rights under the amended trust agreement and other
agreements described in this section, will be the sole assets of the trust, and
our payments under the series of subordinated debt securities and the agreement
as to expenses and liabilities between us and the trust will be the sole revenue
of the trust. If we fail to make a payment on the series of subordinated debt
securities issued to the trustee, the trust will not have sufficient funds to
make related payments, including distributions, on the series of trust preferred
securities.

    Our guarantee, when taken together with our obligations under the
subordinated debt securities, the related indenture and the amended trust
agreement, will provide a full and unconditional guarantee on a subordinated
basis by us of payments due on the trust preferred securities.

    This section summarizes selected provisions of the amended trust agreement,
the trust preferred securities and the related guarantees that we may offer. The
applicable prospectus supplement relating to any particular trust preferred
securities will describe the specific terms of that series, which may be in
addition to or different from the general terms summarized in this section. If
any particular terms of the trust preferred securities described in a prospectus
supplement differ from any of the terms described in this prospectus, then the
terms described in the applicable prospectus supplement will supersede the terms
described in this prospectus. The following summary and any description of the
trust preferred securities contained in an applicable prospectus supplement do
not describe every aspect of the amended trust agreement, the trust preferred
securities and related guarantees. When evaluating the trust preferred
securities, you also should refer to all provisions of the amended trust
agreement, guarantee agreement, subordinated debt securities indenture,
agreement as to expenses and liabilities and certificate evidencing the trust
preferred securities, which forms have been filed as exhibits to the
registration statement of which this prospectus is a part. When we refer to
"Omnicare," "we," "us" or "our" in this section or when we otherwise refer to
ourselves in this section, we mean Omnicare, Inc., excluding, unless otherwise
expressly stated or the context requires, our subsidiaries. References to trust
securities below include trust preferred securities and trust common securities
(all of which, with respect to any trust, will be directly or indirectly owned
by us), collectively.

GENERAL

    The applicable prospectus supplement relating to any series of trust
preferred securities will describe the terms of the trust preferred securities,
including, where applicable, the following:

    o  the title of the trust preferred securities;

    o  the liquidation amount and number of trust preferred securities issued;

    o  any limit on the aggregate liquidation amount of the trust preferred
       securities;

    o  whether the trust preferred securities may be represented initially by a
       trust preferred security in temporary or permanent global form, and if
       so, the initial depositary with respect to the temporary or permanent
       global debt security and whether and the circumstances under which
       beneficial owners of interests in any the temporary or permanent global
       debt security may exchange those interests for trust preferred securities
       of like tenor and of any authorized form and denomination;

    o  the price or prices at which the trust preferred securities will be
       issued;

                                       31






    o  the annual distribution rate or rates on the trust preferred securities
       or the method or methods, if any, used to calculate those rates, the
       payment date or dates and the record dates used to determine the holders
       who are to receive distributions;

    o  the date or dates from which distributions on the trust preferred
       securities will be cumulative or the method or methods, if any, used to
       determine those dates;

    o  the person to whom any distributions will be payable on any trust
       preferred securities, if other than the person in whose name the security
       is registered at the close of business on the regular record date for the
       payment of such interest;

    o  the place or places where and the manner in which the distributions of
       and payments in redemption of the trust preferred securities will be
       payable, where the trust preferred securities of the series may be
       presented for transfer and, if applicable, conversion or exchange and
       where notices and demands in respect of the trust preferred securities
       may be served on us;

    o  the period or periods within which, the price or prices at which and the
       terms and conditions upon which, the trust preferred securities may be
       redeemed, in whole or in part, at our option;

    o  whether the trust preferred securities are convertible or exchangeable
       into our common stock or other securities, and, if so, the terms and
       conditions upon which the conversion or exchange will be effected,
       including the initial conversion or exchange price or rate and any
       adjustments thereto, the conversion or exchange period and other
       conversion or exchange provisions;

    o  the terms and conditions, if any, upon which the subordinated debt
       securities issued to the trust and the related guarantee may be
       distributed to holders of those trust preferred securities and trust
       common securities;

    o  any securities exchange on which the trust preferred securities will be
       listed; and

    o  any other relevant rights, preferences, privileges, limitations or
       restrictions of the trust preferred securities.

    The interest rate and interest and other payment dates of each series of
subordinated debt securities issued to a trust will correspond to the rate at
which distributions will be paid and the distribution and other payment dates of
the trust preferred securities of that trust. Holders of trust preferred
securities will have no preemptive or similar rights.

DISTRIBUTIONS

    Distributions on the trust preferred securities will be made on the dates
payable to the extent that the trust has funds available for the payment of
distributions in the trust's property account. The trust's funds available for
distribution to the holders of the trust securities will be limited to payments
received from us on the subordinated debt securities issued to the trust in
connection with the issuance of the trust preferred securities. We will
guarantee the payment of distributions out of monies held by the trust to the
extent described below under " -- Description of the Guarantees."

    Distributions on the trust preferred securities will be payable to the
holders named on the securities register of the trust at the close of business
on the relevant record dates, which, as long as the trust preferred securities
remain in book-entry only form, will be one business day prior to the relevant
payment dates. Distributions will be paid through the property trustee who will
hold amounts received in respect of the subordinated debt securities issued to
the trust in the property account for the benefit of the holders of the trust
securities. In the event that the trust preferred securities do not continue to
remain in book-entry only form, the administrative trustees will have the right
to select relevant record dates, which will be at least 15 days prior to the
relevant payment dates. In the event that any date on which distributions are to
be made on the trust preferred securities is not a business day, then payment of
the distributions payable on that date will be made on the next succeeding day
which is a business day and without any interest or other

                                       32






payment in respect of that delay, except that, if that business day is in the
next succeeding calendar year, the payment will be made on the immediately
preceding business day, in each case with the same force and effect as if made
on the payment date.

DEFERRAL OF DISTRIBUTIONS

    With respect to any subordinated debt securities issued to a trust, we will
have the right under the terms of the subordinated debt securities to defer
payments of interest on the subordinated debt securities by extending the
interest payment period from time to time on the subordinated debt securities.
As a consequence of our extension of the interest payment period on subordinated
debt securities held by a trust, distributions on the trust preferred securities
would be deferred during any such extended interest payment period. The trust
will give the holders of the trust preferred securities notice of an extension
period upon their receipt of notice from us. If distributions are deferred, the
deferred distributions and accrued interest will be paid to holders of record of
the trust preferred securities as they appear on the books and records of the
trust on the record date next following the termination of the deferral period.
The terms of any subordinated debt securities issued to a trust, including the
right to defer payments of interest, will be described in the applicable
prospectus supplement.

REDEMPTION

    The trust preferred securities have no stated maturity date, but will be
redeemed upon the maturity of the subordinated debt securities issued to the
trust or to the extent the subordinated debt securities are redeemed prior to
maturity. The subordinated debt securities will mature on the date specified in
the applicable prospectus supplement. The subordinated debt securities may be
redeemed at our option, to the extent specified in the applicable prospectus
supplement and also may be redeemed at any time, in whole although not in part,
upon the occurrence of a tax event or an investment company event as described
below under " -- Special Event Redemption."

    Upon maturity of the subordinated debt securities issued to the trust, the
proceeds of their repayment simultaneously will be applied to redeem all
outstanding trust securities at the redemption price. Upon the redemption of the
subordinated debt securities, the trust will use the cash it receives upon
redemption to redeem trust securities having an aggregate principal amount equal
to the aggregate principal amount of the subordinated debt securities so
redeemed at the redemption price. Before such redemption, holders of trust
securities will be given not less than 30 nor more than 60 days' notice. In the
event that fewer than all of the outstanding trust securities are to be
redeemed, the trust securities will be redeemed proportionately.

Special Event Redemption

    Upon the occurrence of a tax event or an investment company act event, we
will have the option to redeem the subordinated debt securities in whole but not
in part (and thus cause the redemption of the trust preferred securities).

    A tax event means that the trust has received an opinion of tax counsel to
the effect that, as a result of any amendment to, change or announced proposed
change in, the laws or regulations of the United States or any of its political
subdivisions or taxing authorities, or written administrative or judicial
decision, interpretation or application of these laws and regulations, there is
more than an insubstantial risk that:

    o  the trust is or will be subject to United States federal income tax with
       respect to income accrued or received on the subordinated debt securities
       issued to trust;

    o  interest payable to the trust on the subordinated debt securities is not
       or will not be deductible, in whole or in part, by us for United States
       federal income tax purposes; or

    o  the trust is or will be subject to more than a de minimis amount of other
       taxes, duties or other governmental charges.

                                       33






    An investment company event means that the trust has received an opinion of
counsel to the effect that, as a result of an amendment to or change in the
applicable laws or regulations, or written administrative or judicial decision,
interpretation or application of these laws and regulations, there is more than
an insubstantial risk that the trust is or will be considered an investment
company required to be registered under the Investment Company Act of 1940, as
amended.

Redemption Procedures

    A trust may not redeem fewer than all of the outstanding trust securities
unless all accumulated and unpaid distributions have been paid on all trust
securities for all distribution periods terminating on or prior to the date of
redemption. If fewer than all of the outstanding trust securities are to be
redeemed, the trust securities will be redeemed proportionately.

    If (a) a trust gives a notice of redemption of trust securities (which
notice may not be conditional) and (b) we have paid to the property trustee a
sufficient amount of cash in connection with the related redemption or maturity
of the subordinated debt securities issued to the trust, then on or before the
redemption date, the property trustee will deposit with the paying agent funds
sufficient to pay the applicable redemption price. Upon surrender of the trust
securities to the paying agent, the holders of the trust securities will be paid
the applicable redemption price plus accumulated distributions to the redemption
date.

    Once notice of redemption is given, distributions will cease to accumulate
and all rights of holders of trust preferred securities called for redemption
will cease, except the right of the holders to receive the redemption price plus
accumulated distributions. If any redemption date is not a business day, then
payment of the redemption price payable on such date will be made on the next
succeeding day that is a business day, without any interest or other payment in
respect of any such delay. However, if such business day falls in the next
calendar year, such payment will be made on the immediately preceding business
day.

    We or our subsidiaries may, at any time, and from time to time, purchase
outstanding trust securities by tender, in the open market or by private
agreement.

DISSOLUTION

    Each amended trust agreement will state that the trust will be dissolved:

    o  upon our bankruptcy or the filing of a certificate of dissolution or its
       equivalent with respect to us;

    o  90 days after the revocation of our charter, but only if the charter is
       not reinstated during that 90-day period;

    o  upon entry of a court order for the dissolution of the trust;

    o  upon the redemption of all of the trust securities;

    o  upon the distribution of the related subordinated debt securities
       directly to the holders of the trust securities; or

    o  if prior to the issuance of the trust securities, when we and the
       administrative trustees have consented to dissolution of the trust.

    In the event of a dissolution, after the trust pays all amounts owed to
creditors, the holders of the trust securities will be entitled to receive,
depending on the circumstances of the dissolution, either:

    o  subordinated debt securities issued to the trust in connection with the
       issuance of the trust preferred securities in a total principal amount
       equal to the total liquidation amount of the trust securities; or

    o  cash equal to the total liquidation amount of each trust security
       specified in the applicable prospectus supplement, plus accumulated and
       unpaid distributions to the date of payment.

                                       34






    If the trust cannot pay the full amount due on its trust securities because
insufficient assets are available for payment, then the amounts payable by the
trust on its trust securities will be paid proportionately. However, if an event
of default under the related subordinated debt indenture occurs, the total
amounts due on the trust preferred securities will be paid before any
distribution on the trust common securities.

    We will have the right at any time to dissolve a trust and, after
satisfaction of the liabilities of creditors of the trust, if any, and cause the
distribution of subordinated debt securities issued to the trust to the holders
of the trust securities in a total stated principal amount equal to the total
stated liquidation amount of the trust securities then outstanding. This right
is optional and wholly within our discretion.

TRUST EVENTS OF DEFAULT

    Unless otherwise specified with respect to a series of trust preferred
securities, under each amended trust agreement, the following events will
constitute a trust event of default with respect to any series of trust
preferred securities:

    o  the occurrence of an event of default under the subordinated indenture
       (see "Description of Debt Securities -- Event of Default and Remedies");

    o  default by the trust in the payment when due of any distribution with
       respect to that series of trust preferred securities, and continuation of
       the default for a period of 30 days;

    o  default by the trust when due in the payment of the redemption price of
       that series of trust preferred securities;

    o  default in performance or breach, in any material respect, of any
       covenant or warranty of the trustees, and continuation of the default or
       breach for a period of 60 days after appropriate written notice under the
       amended trust agreement; or

    o  the occurrence of events of bankruptcy or insolvency with respect to the
       trust, and a successor property trustee is not appointed within 60 days
       thereof.

    Upon the occurrence of a trust event of default, the property trustee will
have the right under the subordinated debt securities indenture to declare the
principal of, interest on and premium, if any, on the subordinated debt
securities issued to the trust to be immediately due and payable.

    If a property trustee fails to enforce its rights under the amended trust
agreement or the subordinated debt securities indenture to the fullest extent
permitted by law and, subject to the terms of the amended trust agreement and
the subordinated debt securities indenture, any holder of trust securities may
sue us, or seek other remedies, to enforce the property trustee's rights under
the amended trust agreement or the subordinated debt securities indenture
without first instituting a legal proceeding against the property trustee or any
other person. If a trust event of default occurs and is continuing as a result
of our failure to pay the principal of, interest on or premium, if any, on the
subordinated debt securities issued to the trust when payable, then a holder of
the trust preferred securities may directly sue us or seek other remedies, to
collect its proportionate share of payments owed.

MERGER, CONSOLIDATION AND SALE OF ASSETS

    A trust may not consolidate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to any other entity (each, a merger event), except as described above under
" -- Dissolution," as described below or as described in the applicable
prospectus supplement. A trust may, at our request and with the consent of a
majority of its administrative trustees (but without the consent of the holders
of its trust securities, the Delaware trustee or the property trustee),
consolidate, merge with or into, or be replaced by, or convey, transfer or lease
its properties or assets substantially as an entirety to, another trust,
provided that:

                                       35






    o  the successor entity either (a) assumes all of the obligations of the
       trust relating to its trust securities or (b) substitutes other
       securities for the trust preferred securities that are substantially
       similar to the trust preferred securities, so long as the successor
       securities rank the same as the trust preferred securities for
       distributions and payments;

    o  we appoint a trustee of the successor entity who has the same powers and
       duties as the property trustee of the trust, as the holder of the
       subordinated debt securities issued to the trust;

    o  the trust preferred securities are listed, or any successor securities
       will be listed upon notice of issuance, on the same securities exchange
       or other organization that the trust preferred securities are then
       listed;

    o  the merger event does not cause the trust preferred securities or
       successor securities to be downgraded by any nationally recognized rating
       agency;

    o  the merger event does not adversely affect the rights, preferences and
       privileges of the holders of the trust preferred securities or successor
       securities in any material way, other than with respect to any dilution
       of the holders' interest in the new entity;

    o  the successor entity has a purpose substantially identical to that of the
       trust;

    o  prior to the merger event, we have received an opinion of counsel stating
       that (a) the merger event does not adversely affect the rights,
       preferences and privileges of the holders of the trust preferred
       securities or any successor securities in any material way, other than
       with respect to any dilution of the holders' interest in the new entity
       and (b) following the merger event, neither the trust nor the successor
       entity will be required to register as an investment company under the
       Investment Company Act; and

    o  we guarantee the obligations of the successor entity under the successor
       securities in the same manner as in the guarantee.

    In addition, unless all of the holders of the trust preferred securities and
trust common securities approve otherwise, the trust will not consolidate, merge
with or into, or be replaced by, or convey, transfer or lease its properties or
assets substantially as an entirety to, any other entity or permit any other
entity to consolidate, merge with or into, or replace it, if, in the opinion of
tax counsel, the transaction would cause the trust or the successor entity to be
classified other than as a grantor trust for United States federal income tax
purposes.

AMENDMENT OF AMENDED TRUST AGREEMENT

    The amended trust agreement may be amended from time to time by us and the
property trustee with the consent of the holders of at least a majority of the
aggregate liquidation amount of the affected trust preferred securities and upon
receipt by the property trustee of an opinion of counsel to the effect that such
amendment will not affect the trust's status as a grantor trust or the trust's
exemption under the Investment Company Act.

    The amended trust agreement may be amended from time to time by us and the
property trustee, without the consent of the holders of the trust preferred
securities, to:

    o  cure any ambiguity, defect or inconsistency or add to our covenants,
       restrictions or other obligations, so long as the amendment does not
       adversely affect in any material respect the interests of any holder of
       trust preferred securities;

    o  ensure the applicable trust's classification as a grantor trust for
       United States federal income tax purposes and conform to any change in
       the Investment Company Act, the Trust Indenture Act or the rules and
       regulations under either law; and

    o  modify, eliminate or add to any provisions of an amended trust agreement
       to the extent necessary to ensure that the applicable trust will not be
       required to register as an investment company under the Investment
       Company Act.

    Notwithstanding the foregoing, without the consent of each affected holder
of trust securities, the amended trust agreement may not be amended to:

                                       36






    o  change the amount or timing of any distribution of the trust securities
       or otherwise adversely affect the amount of any distribution required to
       be made in respect of the trust securities on a specified date;

    o  restrict the right of a holder of trust securities to institute suit for
       the enforcement of payment of the distribution on or after the specified
       date; or

    o  change the consent required to amend the amended trust agreement.

VOTING RIGHTS

    The holders of trust securities have no voting rights except as discussed
under " -- Merger, Consolidation and Sale of Assets" above and " -- Description
of the Guarantees" below and as otherwise required by law and the amended trust
agreement.

    The holders of a majority of the total liquidation amount of the trust
preferred securities have the right to:

    o  direct the time, method and place of conducting any proceeding for any
       remedy available to the property trustee; or

    o  direct the exercise of any trust or power conferred upon the property
       trustee under the amended trust agreement, including the right to direct
       the property trustee, as the holder of the subordinated debt securities
       issued to the trust, to

      o  exercise the remedies available under the subordinated debt securities
         indenture with respect to the subordinated debt securities;

      o  consent to any amendment or modification of the subordinated indenture
         if consent is required with respect to the subordinated debt
         securities; or

      o  waive any past event of default under the subordinated debt securities
         indenture that is waivable.

Before taking any of the foregoing actions, the property trustee must obtain an
opinion of tax counsel stating that, as a result of that action, the trust will
continue to be classified as a grantor trust for United States federal income
tax purposes.

    If a vote by the holders of trust preferred securities is taken or a consent
is obtained, any trust preferred securities owned by us or our affiliates will,
for purposes of the vote or consent, be treated as if they were not outstanding,
which will have the following consequences:

    o  we and our affiliates will not be able to vote on or consent to matters
       requiring the vote or consent of holders of trust preferred securities;
       and

    o  any trust preferred securities owned by us or our affiliates will not be
       counted in determining whether the required percentage of votes or
       consents has been obtained.

INFORMATION CONCERNING THE PROPERTY TRUSTEE

    The property trustee and/or one or more of its affiliates may be a lender
under our credit agreements and may provide other commercial banking, investment
banking and other services to us and/or our subsidiaries and affiliates. The
property trustee will be permitted to engage in other transactions with us
and/or our subsidiaries and affiliates; however, if the property trustee
acquires any conflicting interest, as defined in the Trust Indenture Act, it
must eliminate the conflict or resign.

    The property trustee, other than during the occurrence and continuance of a
trust event of default, undertakes to perform only the duties that are
specifically described in the amended trust agreement and, upon a trust event of
default, must use the same degree of care and skill as a prudent person would
exercise or use in the conduct of its own affairs. Subject to this provision,
the property trustee is under no obligation to exercise any of the powers given
it by the applicable amended trust agreement at the request of any holder of
trust preferred securities unless it is

                                       37






offered reasonable security or indemnity against the costs, expenses and
liabilities that it might incur.

APPLICABLE LAW

    The amended trust agreements and the trust preferred securities will be
governed by and construed in accordance with the laws of the State of Delaware.

MISCELLANEOUS

    Initially, there will be three administrative trustees of each trust. The
administrative trustees may be officers or employees of ours or entities
affiliated with us. The administrative trustees are authorized and directed to
conduct the affairs of and, among other things, to operate the trust in a way
that, (a) will not cause it to be deemed to be an investment company required to
be registered under the Investment Company Act; or (b) will cause it to be
classified as a grantor trust for United States federal income tax purposes; and
will cause the subordinated debt securities it holds to be treated as our
indebtedness for United States federal income tax purposes.

    The administrative trustees are authorized to take any action, so long as it
is consistent with applicable law, the certificate of trust and the amended
trust agreement, that they determine to be necessary or desirable for those
purposes.

DESCRIPTION OF THE GUARANTEES

    We will execute a guarantee for the benefit of the holders of each series of
trust preferred securities. Each guarantee will be qualified as an indenture
under the Trust Indenture Act. The applicable prospectus supplement with respect
to the trust preferred securities will identify the guarantee trustee. The terms
of the guarantee will be those set forth in the guarantee and those made part of
the guarantee by the Trust Indenture Act. The guarantee trustee will hold each
guarantee for the benefit of the holders of the trust preferred securities to
which it relates.

General

    We will irrevocably and unconditionally agree under each guarantee to pay
the guarantee payments that are set forth below, to the extent specified in that
guarantee, to the holders of the trust preferred securities to which the
guarantee relates, to the extent that the guarantee payments are not paid by or
on behalf of the related trust. We are required to pay the guarantee payments to
the extent specified in the relevant guarantee regardless of any defense, right
of set-off or counterclaim that we may have or may assert against any person.

    The following payments and distributions on the trust preferred securities
of a trust are guarantee payments:

    o  any accrued and unpaid distributions required to be paid on the trust
       preferred securities of the trust, but only to the extent that the trust
       has funds legally and immediately available for those distributions;

    o  the redemption price for any trust preferred securities that the trust
       calls for redemption, including all accrued and unpaid distributions to
       the redemption date, but only to the extent that the trust has funds
       legally and immediately available for the payment; and

    o  upon a dissolution, winding-up or termination of the trust, other than in
       connection with the distribution of subordinated debt securities to the
       holders of trust securities of the trust or the redemption of all the
       trust preferred securities of the trust, the lesser of:

       o  the sum of the liquidation amount and all accrued and unpaid
          distributions on the trust preferred securities of the trust to the
          payment date, to the extent that the trust has funds legally and
          immediately available for the payment; and

       o  the amount of assets of the trust remaining available for distribution
          to holders of the trust preferred securities of the trust in
          liquidation of the trust.

                                       38







    We may satisfy our obligation to make a guarantee payment by making that
payment directly to the holders of the related trust preferred securities or by
causing the trust to make the payment to those holders.

    Each guarantee will be a full and unconditional guarantee, subject to
certain subordination provisions of the guarantee payments, with respect to the
related trust preferred securities from the time of issuance of those trust
preferred securities, except that the guarantee will only apply to the payment
of distributions and other payments on the trust preferred securities when the
trust has sufficient funds legally and immediately available to make those
distributions or other payments.

    If we do not make the required payments on the subordinated debt securities
that the property trustee holds under a trust, that trust will not make the
related payments on its trust preferred securities.

Subordination

    Our obligations under each guarantee will be unsecured obligations of ours.
Those obligations will rank:

    o  subordinate and junior in right of payment to all of our other
       liabilities, other than obligations or liabilities that rank equal in
       priority or subordinate by their terms;

    o  equal in priority with the senior most preferred stock now or later
       issued by us and with any guarantee now or later issued by us in respect
       of any preferred stock of any of our affiliates; and

    o  senior to our common stock.

    Each guarantee will be a guarantee of payment and not of collection. This
means that the guaranteed party may institute a legal proceeding directly
against us, as guarantor, to enforce its rights under the guarantee without
first instituting a legal proceeding against any other person or entity.

    The terms of the trust preferred securities will provide that each holder of
the trust preferred securities, by accepting those trust preferred securities,
agrees to the subordination provisions and other terms of the related guarantee.

Amendments and Assignment

    We may amend the guarantee without the consent of any holder of the trust
preferred securities to which the guarantee relates if the amendment does not
materially adversely affect the rights of those holders. We may otherwise amend
the guarantee with the approval of the holders of at least a majority in
liquidation amount of the trust preferred securities to which the guarantee
relates. Except as otherwise set forth in an applicable prospectus supplement,
we may assign our obligations under the guarantee only in connection with a
merger, consolidation or sale of assets permitted under the subordinate debt
indenture. All guarantees and agreements contained in each guarantee shall bind
our successors, assigns, receivers, trustees and representatives and shall inure
to the benefit of the holders of the related trust preferred securities then
outstanding.

Termination

    The guarantee will terminate and be of no further effect when:

    o  the redemption price of the trust preferred securities to which it
       relates is fully paid;

    o  we distribute the related subordinated debt securities to the holders of
       those trust preferred securities; or

    o  the amounts payable upon liquidation of the related trust are fully paid.

    Each guarantee will remain in effect or will be reinstated if at any time
any holder of the related trust preferred securities must restore payment of any
sums paid to that holder with respect to those trust preferred securities or
under that guarantee.

                                       39






Events of Default

    An event of default will occur under any guarantee if we fail to perform any
of our payment obligations under the guarantee. The holders of a majority in
liquidation amount of the trust preferred securities of any series may waive any
past event of default and its consequences on behalf of all of the holders of
the trust preferred securities of that series. The guarantee trustee is entitled
to enforce the guarantee for the benefit of the holders of the trust preferred
securities of a series if an event of default occurs under the related
guarantee.

    The holders of a majority in liquidation amount of the trust preferred
securities to which a guarantee relates have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
guarantee trustee with respect to that guarantee or to direct the exercise of
any trust or power that the guarantee trustee holds under that guarantee. Any
holder of the related trust preferred securities may institute a legal
proceeding directly against us to enforce that holder's rights under the
guarantee without first instituting a legal proceeding against the guarantee
trustee or any other person or entity.

Information Concerning the Guarantee Trustee

    The guarantee trustee and/or one or more of its affiliates may be a lender
under our credit agreements and may provide other commercial banking, investment
banking and other services to us and/or our subsidiaries and affiliates. The
guarantee trustee will be permitted to engage in other transactions with us
and/or our subsidiaries and affiliates; however, if the guarantee trustee
acquires any conflicting interest, as defined in the Trust Indenture Act, it
must eliminate the conflict or resign.

    The guarantee trustee will perform only those duties that are specifically
set forth in each guarantee unless an event of default under the guarantee
occurs and is continuing. In case an event of default occurs and is continuing,
the guarantee trustee will exercise the same degree of care as a prudent person
would exercise in the conduct of its own affairs. Subject to those provisions,
the guarantee trustee is under no obligation to exercise any of its powers under
any guarantee at the request of any holder of the related trust preferred
securities unless that holder offers reasonable indemnity to the guarantee
trustee against the costs, expenses and liabilities which it might incur as a
result.

Applicable Law

    The guarantees will be governed by and construed in accordance with the laws
of the State of New York.

Agreement as to Expenses and Liabilities

    We will enter into an agreement as to expenses and liabilities in connection
with each amended trust agreement which will provide that we will, with certain
exceptions, irrevocably and unconditionally guarantee the full payment of any
indebtedness, expenses or liabilities of the related trust to each person or
entity to whom that trust becomes indebted or liable. The exceptions are the
obligations of the trust to pay to the holders of the related trust preferred
securities or other similar interests in the trust the amounts due to the
holders under the terms of those trust preferred securities or those similar
interests.

                       DESCRIPTION OF PURCHASE CONTRACTS

    We may, from time to time, issue purchase contracts, including contracts
obligating holders to purchase from us and us to sell to the holders, a
specified principal amount of debt securities or a specified number of shares of
common stock or preferred stock or any of the other securities that we may sell
under this prospectus at a future date or dates. The consideration payable upon
settlement of the purchase contracts may be fixed at the time the purchase
contracts are issued or may be determined by a specific reference to a formula
set forth in the purchase contracts. The purchase contracts may be issued
separately or as part of units consisting of a purchase contract and other
securities or obligations issued by us or third parties, including United States
treasury securities, securing the holders' obligations to purchase the relevant
securities under the purchase contracts. The purchase contracts may require us
to make periodic payments to the holders of the

                                       40






purchase contracts or units or vice versa, and the payments may be unsecured or
prefunded on some basis. The purchase contracts may require holders to secure
their obligations under the purchase contracts.

    The prospectus supplement will describe, among other things, the material
terms of any purchase contracts and of the securities being sold pursuant to
such purchase contracts, a discussion of any special United States federal
income tax considerations applicable to the purchase contracts and any material
provisions governing the purchase contracts that differ from those described
above. The description in the prospectus supplement will not necessarily be
complete and will be qualified in its entirety by reference to the purchase
contracts, and, if applicable, collateral arrangements and depositary
arrangements, relating to the purchase contracts.

                              DESCRIPTION OF UNITS

    We may, from time to time, issue units comprised of one or more of the other
securities that may be offered under this prospectus, in any combination. Each
unit will be issued so that the holder of the unit is also the holder of each
security included in the unit. Thus, the holder of a unit will have the rights
and obligations of a holder of each included security. The unit agreement under
which a unit is issued may provide that the securities included in the unit may
not be held or transferred separately at any time, or at any time before a
specified date.

    Any applicable prospectus supplement will describe, among other things, the
material terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may be held or
transferred separately, any material provisions relating to the issuance,
payment, settlement, transfer or exchange of the units or of the securities
comprising the units, a discussion of any special United States federal income
tax considerations applicable to the units, and any material provisions of the
governing unit agreement that differ from those described above.

                                       41












                              PLAN OF DISTRIBUTION

    We and, in the case of trust preferred securities, an Omnicare Capital Trust
may sell the securities to one or more underwriters for public offering and sale
by them or may sell the securities to investors through agents or dealers. Any
underwriter or agent involved in the offer and sale of the securities will be
named in the applicable prospectus supplement. We and, in the case of trust
preferred securities, an Omnicare Capital Trust also reserve the right to sell
securities directly to investors in those jurisdictions where we are authorized
to do so.

    The distribution of securities may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, or from time
to time at market prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices. We and, in the case of trust
preferred securities, an Omnicare Capital Trust also may, from time to time,
authorize underwriters acting as our agents to offer and sell the securities
upon the terms and conditions set forth in any prospectus supplement. In
connection with the sale of the securities, underwriters may be deemed to have
received compensation from us or an Omnicare Capital Trust in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the securities for whom they may act as agent.

    If a dealer is utilized in the sale of the securities in respect of which
this prospectus is delivered, we or, in the case of trust preferred securities,
an Omnicare Capital Trust may sell the securities to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be
determined by the dealer at the time of resale.

    Any underwriting compensation paid by us or an Omnicare Capital Trust to
underwriters or agents in connection with the offering of the securities, and
any discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in an applicable prospectus supplement.
Underwriters, dealers and agents participating in the distribution of the
securities may be deemed to be underwriters under the Securities Act of 1933,
and any discounts and commissions received by them and any profit realized by
them on resale of the securities may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. Underwriters, dealers and agents
may be entitled under agreements with us and, in the case of trust preferred
securities, an Omnicare Capital Trust to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act of 1933, and to reimbursement by us and, in the case of trust
preferred securities, an Omnicare Capital Trust for certain expenses.

    Securities offered may be a new issue of securities with no established
trading market. Any underwriters to whom or agents through whom these securities
are sold by us for public offering and sale may make a market in these
securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of or the trading market for any such securities.

    If so indicated in an applicable prospectus supplement, we and/or an
Omnicare Capital Trust may authorize dealers acting as our agents to solicit
offers by institutions to purchase the securities from us at the public offering
price set forth in the prospectus supplement pursuant to delayed delivery
contracts providing for payment and delivery on the date or dates stated in the
prospectus supplement. Each delayed delivery contract will be for an amount not
less than, and the aggregate principal amount or offering price of the
securities sold pursuant to delayed delivery contracts will not be less nor more
than, the respective amounts stated in the prospectus supplement. Institutions
with whom delayed delivery contracts, when authorized, may be entered into
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and other
institutions, but will in all cases be subject to approval by us and/or an
Omnicare Capital Trust.

    The securities also may be offered and sold, if so indicated in the
prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("remarketing firms"), acting as principals for their own
accounts or as agents for us and/or an Omnicare Capital Trust. Any

                                       42






remarketing firm will be identified and the terms of its agreement, if any, with
us and its compensation will be described in the applicable prospectus
supplement. Remarketing firms may be deemed to be underwriters in connection
with the securities remarketed thereby. Remarketing firms may be entitled under
agreements which may be entered into with us and/or an Omnicare Capital Trust to
indemnification by us against certain liabilities, including liabilities under
the Securities Act of 1933.

    One or more of the underwriters, dealers or agents, and/or one or more of
their respective affiliates, may be a lender under our credit agreements and may
provide other commercial banking, investment banking and other services to us
and/or our subsidiaries and affiliates in the ordinary course of business.

                                 LEGAL MATTERS

    Legal matters with respect to the validity of the securities being offered
hereby will be passed on for us by Dewey Ballantine LLP, New York, New York.
Richards, Layton & Finger, P.A., Wilmington, Delaware will pass on certain
matters for us with respect to the trust preferred securities.

                                    EXPERTS

    The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Omnicare, Inc. for the year ended
December 31, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

    We file annual, quarterly and special reports, proxy statements and other
information required by the Securities Exchange Act of 1934 with the SEC. You
may read and copy any document we file at the following public reference room
maintained by the SEC:

                                  450 Fifth Street, N.W.
                                  Judiciary Plaza
                                  Washington, D.C., 20549

    Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room.

    Our filings also are available on the SEC's website at http://www.sec.gov.

    Copies of these reports, proxy statements and other information also can be
inspected at the following address:

                                  New York Stock Exchange
                                  20 Broad Street
                                  New York, New York 10005

    This prospectus constitutes part of a registration statement on Form S-3
that we filed with the SEC under the Securities Act of 1933. As permitted by the
rules and regulations of the SEC, this prospectus omits some of the information,
exhibits and undertakings included in the registration statement. You may read
and copy the information omitted from this prospectus but contained in the
registration statement, as well as the periodic reports and other information we
file with the SEC, at the public reference facilities maintained by the SEC in
Washington, D.C.

            DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS

    We have elected to "incorporate by reference" certain information into this
prospectus. By incorporating by reference, we can disclose important information
to you by referring you to another document we have filed separately with the
SEC. The information incorporated by reference is deemed to be part of this
prospectus, except for information incorporated by reference that is superseded
by information contained in this prospectus, any applicable prospectus

                                       43






supplement or any document we subsequently file with the SEC that is
incorporated or deemed to be incorporated by reference in this prospectus.
Likewise, any statement in this prospectus or any document which is incorporated
or deemed to be incorporated by reference herein will be deemed to have been
modified or superseded to the extent that any statement contained in any
applicable prospectus supplement or any document that we subsequently file with
the SEC that is incorporated or deemed to be incorporated by reference herein
modifies or supersedes that statement. We are incorporating by reference the
following documents that we have previously filed with the SEC (other than
information in such documents that is deemed not to be filed):

        (a) Annual Report on Form 10-K for the fiscal year ended December 31,
            2001, filed March 28, 2002 and as amended on Form 10-K/A filed
            August 13, 2002;

        (b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
            2002, June 30, 2002 and September 30, 2002, filed May 14, 2002,
            August 14, 2002 and November 14, 2002, respectively;


        (c) Current Reports on Form 8-K, filed July 29, 2002, August 14, 2002,
            August 19, 2002, January 30, 2003 and February 14, 2003; and


        (d) Description of our common stock set forth in our Registration
            Statement on Form 8-A, filed November 25, 1981.

    Any further filings we make with the SEC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination of
the offering of the securities made hereby also will be incorporated by
reference in this prospectus (other than information in such documents that is
deemed not to be filed).

    You may request a copy of our filings by writing or telephoning us at the
following address:

                           Omnicare, Inc.
                           Attention: Peter Laterza -- Vice President and
                           General Counsel
                           100 East RiverCenter Boulevard
                           Covington, Kentucky 41011
                           (859) 392-3300

    Descriptions in this prospectus, in any prospectus supplement or in any
document incorporated by reference herein or therein of contracts or other
documents are not necessarily complete, and in each instance, reference is made
to the copies of these contracts or other documents filed as exhibits to the, or
incorporated by reference in, the prospectus.

                                       44











                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

    The table below sets forth the various expenses and costs to be incurred by
Omnicare, Inc. in connection with the sale and distribution of the securities
offered hereby. All the amounts shown are estimated except the SEC Registration
Fee.

                                                           
SEC Registration Fee........................................  $ 78,200
Accounting fees and expenses................................   100,000
Legal fees and expenses.....................................   200,000
Printing and engraving expenses.............................   100,000
Rating agencies' fees.......................................   200,000
Trustee's and registrar's fees and expenses.................    50,000
Miscellaneous expenses......................................    71,800
                                                              --------
    Total:..................................................  $800,000
                                                              --------
                                                              --------



ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Restated Certificate of Incorporation of Omnicare, Inc. provides that a
director of Omnicare, Inc. will not be liable to Omnicare, Inc. or its
stockholders for monetary damages for breach of fiduciary duty as a director, to
the full extent permitted by the Delaware General Corporation Law (the "DGCL"),
as amended or interpreted from time to time.

    In addition, the Restated Certificate of Incorporation of Omnicare, Inc.
states that Omnicare, Inc. shall, to the full extent permitted by the DGCL, as
amended or interpreted from time to time, indemnify all directors, officers and
employees whom it may indemnify pursuant thereto and, in addition, Omnicare,
Inc. may, to the extent permitted by the DGCL, indemnify agents of Omnicare,
Inc. or other persons.

    Section 145 of the DGCL permits indemnification against expenses, fines,
judgments and settlements incurred by any director, officer or employee of a
company in the event of pending or threatened civil, criminal, administrative or
investigative proceeding, if such person was, or was threatened to be made, a
party by reason of the fact that he or she is or was a director, officer, or
employee of the company. Section 145 also provides that the indemnification
provided for therein shall not be deemed exclusive of any other rights to which
those seeking indemnification may otherwise be entitled. In addition, Omnicare,
Inc. maintains a directors' and officers' liability insurance policy.

    Under each of the amended trust agreements, (a) Omnicare, Inc. shall, to the
full extent permitted by applicable law, indemnify each trustee and their
respective affiliates, officers, directors, shareholders, employees,
representatives and agents and any employee and agent of the trust or it
affiliates (collectively, the "Indemnified Persons") and (b) no Indemnified
Persons shall be liable to the applicable trust or its respective affiliates,
employees or agents; except if, in either (a) or (b) above, such Indemnified
Person breached its standard of care as provided in the applicable amended trust
agreement.

ITEM 16. EXHIBITS



  EXHIBIT
    NO.                              DESCRIPTION
    ---                              -----------
          
       *1.1  Form of Underwriting Agreement with respect to the Common
             Stock, Preferred Stock, Depositary Shares, Debt Securities,
             Warrants, Trust Preferred Securities, Purchase Contracts and
             Units.

        3.1  Restated Certificate of Incorporation of Omnicare, Inc.
             (incorporated herein by reference to our Annual Report on
             Form 10-K for the fiscal year ended December 31,


                                      II-1









  EXHIBIT
    NO.                              DESCRIPTION
    ---                              -----------
          
             1996), as amended by a Certificate of Amendment
             (incorporated herein by reference to Exhibit 3.2 to our
             registration statement on Form S-4 dated May 26, 1998).

        3.2  By-Laws of Omnicare, Inc., as amended (incorporated herein
             by reference to our registration statement on Form S-3 dated
             September 28, 1998).

        4.1  Form of Senior Debt Securities Indenture (including form of
             Senior Debt Securities).

        4.2  Form of Subordinated Debt Securities Indenture (including
             form of Subordinated Debt Securities).

       *4.3  Form of Deposit Agreement (including form of Depositary
             Receipt).

       *4.4  Form of Warrant Agreement (including form of Warrant
             Certificate).

       *4.5  Form of Purchase Contract (including form of Purchase
             Contract Certificate) and, if applicable, Pledge Agreement.

       *4.6  Form of Unit Agreement (including form of Unit Certificate).

       *4.7  Certificate of Designation of Preferred Stock.

       *4.8  Form of Preferred Stock Certificate.

        4.9  Rights Agreement, dated as of May 17, 1999, between
             Omnicare, Inc. and First Chicago Trust Company of New York,
             as Rights Agent (incorporated herein by reference to Exhibit
             4.4 to our Current Report on Form 8-K dated May 18, 1999).

        4.10 Certificate of Trust of Omnicare Capital Trust I.

        4.11 Trust Agreement of Omnicare Capital Trust I.

        4.12 Certificate of Trust of Omnicare Capital Trust II.

        4.13 Trust Agreement of Omnicare Capital Trust II.

        4.14 Certificate of Trust of Omnicare Capital Trust III.

        4.15 Trust Agreement of Omnicare Capital Trust III.

        4.16 Form of Amended and Restated Trust Agreement of the Omnicare
             Capital Trusts relating to Trust Preferred Securities.

        4.17 Form of Trust Preferred Security (included in Exhibit 4.16).

        4.18 Form of Guarantee Agreement of Omnicare, Inc. relating to
             Trust Preferred Securities.

        4.19 Form of Agreement as to Expenses and Liabilities relating to
             Trust Preferred Securities (included in Exhibit 4.16).

        5.1  Opinion of Dewey Ballantine LLP.

        5.2  Opinion of Richards, Layton & Finger, P.A., Delaware
             counsel.

    'D'12.1  Computation of Ratio of Earnings to Fixed Charges.

       23.1  Consent of Dewey Ballantine LLP (included in its opinion
             filed as Exhibit 5.1).

       23.2  Consent of Richards, Layton & Finger, P.A. (included in its
             opinion filed as Exhibit 5.2).

       23.3  Consent of Independent Auditors (PricewaterhouseCoopers
             LLP).

    'D'24    Powers of Attorney.

     **25.1  Form T-1 Statement of Eligibility under the Trust Indenture
             Act of 1939, as amended, of Trustee under the Senior Debt
             Securities Indenture.

     **25.2  Form T-1 Statement of Eligibility under the Trust Indenture
             Act of 1939, as amended, of Trustee under the Subordinated
             Debt Securities Indenture.

     **25.3  Form T-1 Statement of Eligibility under the Trust Indenture
             Act of 1939, as amended, of Trustee under Guarantee
             Agreement of Omnicare, Inc. relating to Trust Preferred
             Securities.

     **25.4  Form T-1 Statement of Eligibility under the Trust Indenture
             Act of 1939, as amended, of Trustee under Amended and
             Restated Trust Agreement of the Omnicare Capital Trusts
             relating to Trust Preferred Securities.



- ---------


 *  To be filed with a post-effective amendment to the Registration Statement or
    incorporated by reference from a Current Report on Form 8-K.


**  To be filed separately pursuant to Trust Indenture Act Section 305(b)(2).


'D' Previously filed.


ITEM 17. UNDERTAKINGS

    (a) Each undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
    a post-effective amendment to this registration statement:

                                      II-2






           (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1933;

           (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth in
       the registration statement. Notwithstanding the foregoing, any increase
       or decrease in the volume of securities offered (if the total dollar
       value of securities offered would not exceed that which was registered)
       and any deviation from the low or high end of the estimated maximum
       offering range may be reflected in the form of prospectus filed with the
       Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
       volume and price represent no more than 20 percent change in the maximum
       aggregate offering price set forth in the "Calculation of Registration
       Fee" table in the effective registration statement; and

           (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement;

provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;

        (2) That, for the purpose of determining any liability under the
    Securities Act of 1933, each such post-effective amendment will be deemed to
    be a new registration statement relating to the securities offered therein,
    and the offering of such securities at that time shall be deemed to be the
    initial bona fide offering thereof; and

        (3) To remove from registration by means of a post-effective amendment
    any of the securities being registered which remain unsold at the
    termination of the offering.

    (b) Each undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

    (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, each
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
such registrant of expenses incurred or paid by a director, officer or
controlling person of such registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, such registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

    (d) Each undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.

                                      II-3










                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on the 18th day
of February, 2003.


                                          OMNICARE, INC.

                                          By:        /s/ CHERYL D. HODGES
                                              ..................................
                                                      CHERYL D. HODGES
                                             SENIOR VICE PRESIDENT AND SECRETARY


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                    TITLE                          DATE
                ---------                                    -----                          ----
                                                                                
                    *                                  Chairman; Director             February 18, 2003
 .........................................
             EDWARD L. HUTTON

                    *                        President and Chief Executive Officer;   February 18, 2003
 .........................................                  Director
             JOEL F. GEMUNDER

                    *                       Executive Vice President -- Operations;   February 18, 2003
 .........................................                  Director
             PATRICK E. KEEFE

                    *                        Senior Vice President -- Professional    February 18, 2003
 .........................................     Services and Purchasing; Director
             TIMOTHY E. BIEN

                    *                           Senior Vice President and Chief       February 18, 2003
 .........................................        Financial Officer; Director
          DAVID W. FROESEL, JR.

          /s/ CHERYL D. HODGES                Senior Vice President and Secretary;    February 18, 2003
 .........................................                  Director
             CHERYL D. HODGES

                                                            Director
 .........................................
          CHARLES H. ERHART, JR.

                    *                                       Director                  February 18, 2003
 .........................................
             SANDRA E. LANEY

                    *                                       Director                  February 18, 2003
 .........................................
       ANDREA R. LINDELL, DNSC, RN

                    *                                       Director                  February 18, 2003
 .........................................
           SHELDON MARGEN, M.D.

                    *                                       Director                  February 18, 2003
 .........................................
            KEVIN J. MCNAMARA

                    *                                       Director                  February 18, 2003
 .........................................
             JOHN T. TIMONEY

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT




                                      II-4







    Pursuant to the requirement of the Securities Act of 1933, Omnicare Capital
Trust I certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on the 18th day
of February, 2003.


                                          OMNICARE CAPITAL TRUST I

                                          BY: OMNICARE, INC., AS SPONSOR

                                          By:        /s/ CHERYL D. HODGES
                                              ..................................
                                                      CHERYL D. HODGES
                                             SENIOR VICE PRESIDENT AND SECRETARY


    Pursuant to the requirement of the Securities Act of 1933, Omnicare Capital
Trust II certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on the 18th day
of February, 2003.


                                          OMNICARE CAPITAL TRUST II

                                          BY: OMNICARE, INC., AS SPONSOR

                                          By:        /s/ CHERYL D. HODGES
                                              ..................................
                                                      CHERYL D. HODGES
                                             SENIOR VICE PRESIDENT AND SECRETARY


    Pursuant to the requirement of the Securities Act of 1933, Omnicare Capital
Trust III certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Covington, Commonwealth of Kentucky, on the 18th day
of February, 2003.


                                          OMNICARE CAPITAL TRUST III

                                          BY: OMNICARE, INC., AS SPONSOR

                                          By:        /s/ CHERYL D. HODGES
                                              ..................................
                                                      CHERYL D. HODGES
                                             SENIOR VICE PRESIDENT AND SECRETARY

                                     II-5






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          AAHS ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                       GARY W. KADLEC
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
              GARY W. KADLEC

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:        /s/ CHERYL D. HODGES
     .....................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                      II-6






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          ACCU-MED SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                        THOMAS LUDEKE
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
              THOMAS LUDEKE

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:        /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                      II-7












                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.



                                          ACP ACQUISITION CORP.

                                          By:                  *

                                              ..................................
                                                         LEO P. FINN
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
               LEO P. FINN

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
     .....................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                      II-8






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          AMC-NEW YORK, INC.


                                          By:                  *
                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT



    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    .........................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                      II-9






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          AMC-TENNESSEE, INC.


                                          By:                  *
                                              ..................................
                                                        JULIE FRAZIER
                                                          PRESIDENT



    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
              JULIE FRAZIER

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
     .....................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-10






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          APS ACQUISITION LLC
                                          BADGER ACQUISITION LLC
                                          CTLP ACQUISITION LLC
                                          DIXON PHARMACY LLC
                                          ENLOE DRUGS LLC
                                          HOME PHARMACY SERVICES, LLC
                                          JHC ACQUISITION LLC

                                          By: Sole Member:

                                          OMNICARE HOLDING COMPANY


                                          By:                  *
                                              ..................................
                                                      JOEL F. GEMUNDER
                                                          PRESIDENT



    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOEL F. GEMUNDER

                    *                       Treasurer                             February 18, 2003
 .........................................
             THOMAS R. MARSH

           /s/ CHERYL D. HODGES             Director                              February 18, 2003
 .........................................
             CHERYL D. HODGES

*By:       /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-11






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          NIHAN & MARTIN LLC
                                          NIV ACQUISITION LLC
                                          OMNIBILL SERVICES LLC
                                          OMNICARE INDIANA PARTNERSHIP
                                             HOLDING COMPANY LLC
                                          OMNICARE RESPIRATORY SERVICES, LLC
                                          WEBER MEDICAL SYSTEMS LLC

                                          By: Sole Member:
                                          OMNICARE HOLDING COMPANY


                                          By:                  *
                                              ..................................
                                                      JOEL F. GEMUNDER
                                                          PRESIDENT



    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOEL F. GEMUNDER

                    *                       Treasurer                             February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             CHERYL D. HODGES

*By:       /s/ CHERYL D. HODGES
     .....................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-12












                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          BACH'S PHARMACY SERVICES, LLC

                                          By: Sole Member:

                                          BACH'S PHARMACY (EAST), INC.


                                          By:                  *

                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
     ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-13






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.



                                          BADGER ACQUISITION OF BROOKSVILLE LLC
                                          BADGER ACQUISITION OF KENTUCKY LLC
                                          BADGER ACQUISITION OF MINNESOTA LLC
                                          BADGER ACQUISITION OF OHIO LLC
                                          BADGER ACQUISITION OF ORLANDO LLC
                                          BADGER ACQUISITION OF TAMPA LLC
                                          BADGER ACQUISITION OF TEXAS LLC


                                          By: Sole Member:

                                          BADGER ACQUISITION LLC


                                          By:                  *

                                              ..................................
                                                         LEO P. FINN
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               LEO P. FINN

                    *                       Vice President                        February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Treasurer                             February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:       /s/ CHERYL D. HODGES
     .....................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT






                                     II-14






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          BEACHWOOD HEALTHCARE MANAGEMENT, INC.


                                          By:                  *

                                              ..................................
                                                      REGIS T. ROBBINS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             REGIS T. ROBBINS

                    *                       Treasurer                             February 18, 2003
 .........................................
              RANDALL V. GAJ

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
     .....................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                    II-15






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          BIO-PHARM INTERNATIONAL, INC.


                                          By:                  *

                                              ..................................
                                                         DAVID MORRA
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
               DAVID MORRA

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-16






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          BPNY ACQUISITION CORP.
                                          BPTX ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                         LEO P. FINN
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               LEO P. FINN

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-17










                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          CAMPO'S MEDICAL PHARMACY, INC.


                                          By:                  *

                                              ..................................
                                                       JOSEPH L. DUPUY
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             JOSEPH L. DUPUY

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    .......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-18






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          CARE PHARMACEUTICAL SERVICES, LP
                                          PRN PHARMACEUTICAL SERVICES, LP

                                          By: General Partner


                                          OMNICARE INDIANA PARTNERSHIP
                                          HOLDING COMPANY, LLC



                                          By:                  *

                                              ..................................
                                                      JOEL F. GEMUNDER
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOEL F. GEMUNDER

                    *                       Treasurer                             February 18, 2003
 .........................................
             THOMAS R. MARSH

          /s/ CHERYL D. HODGES              Director                              February 18, 2003
 .........................................
             CHERYL D. HODGES

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-19






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          CHP ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                       ROBERT A. FUSCO
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             ROBERT A. FUSCO

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-20






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          CIP ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                       EARL L. CARTER
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
              EARL L. CARTER

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-21






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          COMPSCRIPT -- BOCA, LLC

                                          By: Sole Member:

                                          COMPSCRIPT, INC.


                                          By:                  *

                                              ..................................
                                                         DAVID WEST
                                                   CHIEF OPERATING OFFICER


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       Chief Operating Officer               February 18, 2003
 .........................................
                DAVID WEST

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-22






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          COMPSCRIPT -- MOBILE, INC.


                                          By:                  *

                                              ..................................
                                                         DAVID WEST
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
                DAVID WEST

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-23











                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          COMPSCRIPT, INC.


                                          By:                  *

                                              ..................................
                                                         DAVID WEST
                                                   CHIEF OPERATING OFFICER


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       Chief Operating Officer               February 18, 2003
 .........................................
                DAVID WEST

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                    II-24






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          CP ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                         LEO P. FINN
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
               LEO P. FINN

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-25






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          CREEKSIDE MANAGED CARE PHARMACY, INC.


                                          By:                  *

                                              ..................................
                                                       DAVID W. MEDINA
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             DAVID W. MEDINA

                    *                       Treasurer                             February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-26






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          D & R PHARMACEUTICAL SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    .......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-27






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          ELECTRA ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-28






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          EURO BIO-PHARM CLINICAL SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                         DAVID MORRA
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
               DAVID MORRA

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-29









                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          EVERGREEN PHARMACEUTICAL OF
                                          CALIFORNIA, INC.


                                          By:                  *

                                              ..................................
                                                       THOMAS SCHLEIGH
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             THOMAS SCHLEIGH

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-30






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          EVERGREEN PHARMACEUTICAL, INC.


                                          By:                  *

                                              ..................................
                                                       DAVID J. DOANE
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
              DAVID J. DOANE

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-31






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          HEARTLAND REPACK SERVICES LLC

                                          By: Sole Member:

                                          OMNICARE MANAGEMENT COMPANY


                                          By:       /s/ CHERYL D. HODGES
                                              ..................................
                                                      CHERYL D. HODGES
                                                       VICE PRESIDENT



    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOEL F. GEMUNDER

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

          /s/ CHERYL D. HODGES              Director                              February 18, 2003
 .........................................
             CHERYL D. HODGES

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-32






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          HIGHLAND WHOLESALE LLC

                                          By: Sole Member:

                                          NCS HEALTHCARE OF KENTUCKY, INC.


                                          By:                  *

                                              ..................................
                                                     MICHAEL J. MASCALI
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            MICHAEL J. MASCALI

                    *                       Treasurer                             February 18, 2003
 .........................................
              RANDALL V. GAJ

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-33






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          HMIS, INC.


                                          By:                  *

                                              ..................................
                                                         LEO P. FINN
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               LEO P. FINN

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-34






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          HOME CARE PHARMACY, INC.


                                          By:                  *

                                              ..................................
                                                      MICHAEL J. ARNOLD
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            MICHAEL J. ARNOLD

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-35










                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          HYTREE PHARMACY, INC.


                                          By:                  *

                                              ..................................
                                                        ROLF SCHRADER
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
              ROLF SCHRADER

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-36






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          INTERLOCK PHARMACY SYSTEMS, INC.


                                          By:                  *

                                              ..................................
                                                        MARK E. PRICE
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
              MARK E. PRICE

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-37






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          LANGSAM HEALTH SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                       JOSEPH L. DUPUY
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOSEPH L. DUPUY

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-38






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          LCPS ACQUISITION, LLC

                                          By: Sole Member:

                                          LANGSAM HEALTH SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                       JOSEPH L. DUPUY
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOSEPH L. DUPUY

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-39






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          LO-MED PRESCRIPTION SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                       ANTHONY SOLARO
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
              ANTHONY SOLARO

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    .......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-40






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          LPI ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                       A. SAMUEL ENLOE
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             A. SAMUEL ENLOE

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-41












                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          MANAGED HEALTHCARE, INC.


                                          By:                  *

                                              ..................................
                                                      CHRISTOPHER DALE
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             CHRISTOPHER DALE

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-42






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          MANAGEMENT & NETWORK SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                      REGIS T. ROBBINS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             REGIS T. ROBBINS

                    *                       Treasurer                             February 18, 2003
 .........................................
              RANDALL V. GAJ

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-43






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          MEDICAL ARTS HEALTH CARE, INC.


                                          By:                  *

                                              ..................................
                                                      HAL J. HENDERSON
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             HAL J. HENDERSON

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-44






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          MEDICAL SERVICES CONSORTIUM, INC.


                                          By:                  *

                                              ..................................
                                                       JOSEPH L. DUPUY
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             JOSEPH L. DUPUY

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:       /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-45






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          MED WORLD ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                      MICHAEL ROSENBLUM
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            MICHAEL ROSENBLUM

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:       /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-46






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          MOSI ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                        LINDA BUTLER
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               LINDA BUTLER

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:       /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                    II-47











                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          NCS HEALTHCARE OF ARIZONA, INC.
                                          NCS HEALTHCARE OF ARKANSAS, INC.
                                          NCS HEALTHCARE OF CONNECTICUT, INC.
                                          NCS HEALTHCARE OF FLORIDA, INC.
                                          NCS HEALTHCARE OF INDIANA, INC.
                                          NCS HEALTHCARE OF IOWA, INC.
                                          NCS HEALTHCARE OF KANSAS, INC.
                                          NCS HEALTHCARE OF KENTUCKY, INC.
                                          NCS HEALTHCARE OF MARYLAND, INC.
                                          NCS HEALTHCARE OF MASSACHUSETTS, INC.
                                          NCS HEALTHCARE OF MICHIGAN, INC.
                                          NCS HEALTHCARE OF MINNESOTA, INC.
                                          NCS HEALTHCARE OF MISSOURI, INC.
                                          NCS HEALTHCARE OF MONTANA, INC.


                                          By:                  *

                                              ..................................
                                                     MICHAEL J. MASCALI
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            MICHAEL J. MASCALI

                    *                       Treasurer                             February 18, 2003
 .........................................
              RANDALL V. GAJ

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-48






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.



                                          NCS HEALTHCARE OF NEW HAMPSHIRE, INC.
                                          NCS HEALTHCARE OF NEW JERSEY, INC.
                                          NCS HEALTHCARE OF NEW MEXICO, INC.
                                          NCS HEALTHCARE OF NEW YORK, INC.
                                          NCS HEALTHCARE OF NORTH CAROLINA, INC.
                                          NCS HEALTHCARE OF OHIO, INC.
                                          NCS HEALTHCARE OF OKLAHOMA, INC.
                                          NCS HEALTHCARE OF OREGON, INC.
                                          NCS HEALTHCARE OF PENNSYLVANIA, INC.


                                          By:                  *

                                              ..................................
                                                     MICHAEL J. MASCALI
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            MICHAEL J. MASCALI

                    *                       Treasurer                             February 18, 2003
 .........................................
              RANDALL V. GAJ

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-49






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          NCS HEALTHCARE OF RHODE ISLAND, INC.
                                          NCS HEALTHCARE OF SOUTH CAROLINA, INC.
                                          NCS HEALTHCARE OF TENNESSEE, INC.
                                          NCS HEALTHCARE OF TEXAS, INC.
                                          NCS HEALTHCARE OF VERMONT, INC.
                                          NCS HEALTHCARE OF WASHINGTON, INC.
                                          NCS HEALTHCARE OF WISCONSIN, INC.
                                          NCS OF ILLINOIS, INC.
                                          NCS SERVICES, INC.


                                          By:                  *
                                              ..................................
                                                     MICHAEL J. MASCALI
                                                          PRESIDENT



    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            MICHAEL J. MASCALI

                    *                       Treasurer                             February 18, 2003
 .........................................
              RANDALL V. GAJ

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-50






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.



                                            NCS HEALTHCARE OF BEACHWOOD, INC.
                                          By:                  *
                                              ..................................
                                                      REGIS T. ROBBINS
                                                          PRESIDENT



    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             REGIS T. ROBBINS

                    *                       Treasurer                             February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-51






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.



                                          NCS HEALTHCARE OF CALIFORNIA, INC.

                                          By:                  *

                                              ..................................
                                                     MICHAEL J. MASCALI
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            MICHAEL J. MASCALI

                    *                       Treasurer                             February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-52






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          NCS HEALTHCARE OF ILLINOIS, INC.


                                          By:                  *

                                              ..................................
                                                      REGIS T. ROBBINS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             REGIS T. ROBBINS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-53











                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          NCS HEALTHCARE OF INDIANA LLC

                                          By: Managing Member:

                                          NCS HEALTHCARE OF INDIANA, INC.


                                          By:                  *

                                              ..................................
                                                     MICHAEL J. MASCALI
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            MICHAEL J. MASCALI

                    *                       Treasurer                             February 18, 2003
 .........................................
              RANDALL V. GAJ

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-54






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          NCS HEALTHCARE, INC.


                                          By:                  *

                                              ..................................
                                                      JOEL F. GEMUNDER
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             JOEL F. GEMUNDER

                    *                       Chief Financial Officer; Director     February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

                    *                       Director                              February 18, 2003
 .........................................
             PATRICK E. KEEFE

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-55






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          NATIONAL CARE FOR SENIORS LLC

                                          By: Sole Member:

                                          NCS HEALTHCARE OF KENTUCKY, INC.


                                          By:                  *

                                              ..................................
                                                     MICHAEL J. MASCALI
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            MICHAEL J. MASCALI

                    *                       Treasurer                             February 18, 2003
 .........................................
              RANDALL V. GAJ

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-56






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          NORTH SHORE PHARMACY SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-57






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OCR-RA ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:       /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-58






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OFL CORP.


                                          By:                  *

                                              ..................................
                                                         LEO P. FINN
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               LEO P. FINN

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-59










                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE CLINICAL RESEARCH, INC.


                                          By:                  *

                                              ..................................
                                                         DAVID MORRA
                                                   CHIEF EXECUTIVE OFFICER


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       Chief Executive Officer; Director     February 18, 2003
 .........................................
               DAVID MORRA

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-60






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE CLINICAL RESEARCH, LLC

                                          By: Sole Member:

                                          OMNICARE CLINICAL RESEARCH, INC.


                                          By:                  *

                                              ..................................
                                                         DAVID MORRA
                                                   CHIEF EXECUTIVE OFFICER


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       Chief Executive Officer; Director     February 18, 2003
 .........................................
               DAVID MORRA

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-61






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE CR INC.


                                          By:                  *

                                              ..................................
                                                         DAVID MORRA
                                                   CHIEF EXECUTIVE OFFICER


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       Chief Executive Officer; Director     February 18, 2003
 .........................................
               DAVID MORRA

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-62






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE EXTENDED PHARMA SERVICES, LLC

                                          By: Sole Member:

                                          OMNICARE MANAGEMENT COMPANY


                                          By:       /s/ CHERYL D. HODGES
                                              ..................................
                                                      CHERYL D. HODGES
                                                       VICE PRESIDENT



    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOEL F. GEMUNDER

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

          /s/ CHERYL D. HODGES              Director                              February 18, 2003
 .........................................
             CHERYL D. HODGES

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-63






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE HEADQUARTERS LLC


                                          By:                  *

                                              ..................................
                                                      REGIS T. ROBBINS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Manager                    February 18, 2003
 .........................................
             REGIS T. ROBBINS

                    *                       Manager                               February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-64






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE MANAGEMENT COMPANY

                                          By:    /s/ CHERYL D. HODGES
                                             ...........................
                                                  CHERYL D. HODGES
                                                   VICE PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOEL F. GEMUNDER

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

          /s/ CHERYL D. HODGES              Director                              February 18, 2003
 .........................................
             CHERYL D. HODGES

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-65










                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PENNSYLVANIA MED SUPPLY, LLC

                                          By: Sole Member:

                                          OMNICARE PHARMACIES OF PENNSYLVANIA
                                          WEST, INC.


                                          By:                  *

                                              ..................................
                                                        DANIEL CARTO
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               DANIEL CARTO

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-66






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACEUTICS, INC.


                                          By:                  *

                                              ..................................
                                                         DAVID MORRA
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
               DAVID MORRA

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:       /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-67






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACIES OF MAINE HOLDING
                                          COMPANY


                                          By:                  *

                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:     /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-68






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACIES OF PENNSYLVANIA
                                          EAST, LLC

                                          By: Sole Member:

                                          OMNICARE PHARMACIES OF PENNSYLVANIA
                                          WEST, INC.


                                          By:                  *

                                              ..................................
                                                       DANIEL L. CARTO
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             DANIEL L. CARTO

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-69






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACIES OF PENNSYLVANIA
                                          WEST, INC.


                                          By:                  *

                                              ..................................
                                                        DANIEL CARTO
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               DANIEL CARTO

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-70






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACIES OF THE GREAT
                                          PLAINS HOLDING COMPANY


                                          By:                  *

                                              ..................................
                                                       GARY W. KADLEC
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
              GARY W. KADLEC

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-71










                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACY AND SUPPLY
                                          SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                       GARY W. KADLEC
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
              GARY W. KADLEC

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-72






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACY OF COLORADO LLC

                                          By: Managing Member:

                                          LANGSAM HEALTH SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                       JOSEPH L. DUPUY
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOSEPH L. DUPUY

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-73






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACY OF FLORIDA, L.P.

                                          By: Its General Partner

                                          PHARMACY HOLDING #2, LLC


                                          By:                  *

                                              ..................................
                                                      REGIS T. ROBBINS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Manager                    February 18, 2003
 .........................................
             REGIS T. ROBBINS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Manager                               February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-74






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.

                                       OMNICARE PHARMACY OF INDIANA, LLC
                                       OMNICARE PHARMACY OF NORTH CAROLINA, LLC
                                       OMNICARE PHARMACY OF PUEBLO, LLC
                                       PHARMACY HOLDING #1, LLC
                                       PHARMACY HOLDING #2, LLC

                                       By: Sole Member:

                                       APS ACQUISITION LLC


                                       By:                  *

                                           ..................................
                                                     REGIS T. ROBBINS
                                                         PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Manager                    February 18, 2003
 .........................................
             REGIS T. ROBBINS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Manager                               February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-75






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACY OF MAINE LLC

                                          By: Sole Member:

                                          OMNICARE PHARMACIES OF MAINE
                                          HOLDING COMPANY


                                          By:                  *

                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-76






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACY OF MASSACHUSETTS LLC

                                          By: Sole Member:

                                          LANGSAM HEALTH SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                       JOSEPH L. DUPUY
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOSEPH L. DUPUY

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-77











                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACY OF NEBRASKA LLC
                                          OMNICARE PHARMACY OF SOUTH DAKOTA LLC

                                          By: Sole Member:


                                          OMNICARE PHARMACIES OF THE GREAT
                                          PLAINS HOLDING COMPANY

                                          By:                  *

                                              ..................................
                                                       GARY W. KADLEC
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
              GARY W. KADLEC

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-78






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACY OF TENNESSEE LLC

                                          By: Sole Member:


                                          LANGSAM HEALTH SERVICES, INC.
                                          By:                  *

                                              ..................................
                                                       JOSEPH L. DUPUY
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOSEPH L. DUPUY

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-79






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACY OF TEXAS 1, L.P.
                                          OMNICARE PHARMACY OF TEXAS 2, L.P.

                                          By: Its General Partner

                                          PHARMACY HOLDING #2, LLC


                                          By:                  *

                                              ..................................
                                                      REGIS T. ROBBINS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Manager                    February 18, 2003
 .........................................
             REGIS T. ROBBINS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Manager                               February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-80






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PHARMACY OF THE MIDWEST, INC.


                                          By:                  *

                                              ..................................
                                                       A. SAMUEL ENLOE
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             A. SAMUEL ENLOE

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-81






                                   SIGNATURE


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PURCHASING COMPANY
                                            GENERAL PARTNER, INC.

                                          OMNICARE PURCHASING COMPANY
                                            LIMITED PARTNER, INC.


                                          By:                  *

                                              ..................................
                                                      PATRICK E. KEEFE
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             PATRICK E. KEEFE

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-82






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          OMNICARE PURCHASING COMPANY LP

                                          By: Its General Partner

                                          OMNICARE PURCHASING COMPANY GENERAL
                                          PARTNER, INC.


                                          By:                  *

                                              ..................................
                                                      PATRICK E. KEEFE
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             PATRICK E. KEEFE

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
   .......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-83












                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          PBM-PLUS, INC.


                                          By:                  *

                                              ..................................
                                                      THOMAS W. LUDEKE
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             THOMAS W. LUDEKE

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-84






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          PHARMACON CORP.


                                          By:                  *

                                              ..................................
                                                      WILLIAM J. LYONS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             WILLIAM J. LYONS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:       /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-85






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          PHARMACY ASSOCIATES OF GLENS FALLS,
                                          INC.


                                          By:                  *

                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-86






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          PHARMACY CONSULTANTS, INC.


                                          By:                  *

                                              ..................................
                                                         LEO P. FINN
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               LEO P. FINN

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-87






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          PHARMASOURCE HEALTHCARE, INC.


                                          By:                  *

                                              ..................................
                                                     MICHAEL J. MASCALI
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            MICHAEL J. MASCALI

                    *                       Treasurer                             February 18, 2003
 .........................................
              RANDALL V. GAJ

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-88






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          PHARM-CORP OF MAINE LLC

                                          By: Sole Member:

                                          OMNICARE PHARMACIES OF MAINE
                                          HOLDING COMPANY


                                          By:                  *

                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:       /s/ CHERYL D. HODGES
     ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-89











                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          PHARMED HOLDINGS, INC.


                                          By:                  *

                                              ..................................
                                                       JOSEPH L. DUPUY
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOSEPH L. DUPUY

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-90






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          RESCOT SYSTEMS GROUP, INC.


                                          By:                  *

                                              ..................................
                                                      REGIS T. ROBBINS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             REGIS T. ROBBINS

                    *                       Treasurer                             February 18, 2003
 .........................................
              RANDALL V. GAJ

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-91






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          ROESCHEN'S HEALTHCARE CORP.


                                          By:                  *

                                              ..................................
                                                         PETER HOVIS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               PETER HOVIS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-92






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          ROYAL CARE OF MICHIGAN LLC

                                          By: Sole Member:

                                          SPECIALIZED PHARMACY SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                     DANIEL E. LOHMEIER
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            DANIEL E. LOHMEIER

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-93






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          SHC ACQUISITION CO, LLC

                                          By: Sole Member:

                                          HMIS, INC.


                                          By:                  *

                                              ..................................
                                                         LEO P. FINN
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               LEO P. FINN

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-94






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          SHORE PHARMACEUTICAL PROVIDERS, INC.


                                          By:                  *

                                              ..................................
                                                      PAUL B. MEYEROFF
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             PAUL B. MEYEROFF

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-95












                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          SOUTHSIDE APOTHECARY, INC.


                                          By:                  *

                                              ..................................
                                                       NANCY STRASSNER
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
             NANCY STRASSNER

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-96






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          SPECIALIZED HOME INFUSION OF MICHIGAN
                                          LLC

                                          By: Sole Member:

                                          SPECIALIZED PHARMACY SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                     DANIEL E. LOHMEIER
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            DANIEL E. LOHMEIER

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-97






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          SPECIALIZED PATIENT CARE SERVICES,
                                          INC.


                                          By:                  *

                                              ..................................
                                                         LEO P. FINN
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               LEO P. FINN

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
   .......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-98






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          SPECIALIZED PHARMACY SERVICES, INC.
                                          SPECIALIZED SERVICES OF MICHIGAN, INC.


                                          By:                  *

                                              ..................................
                                                     DANIEL E. LOHMEIER
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            DANIEL E. LOHMEIER

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-99






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          STERLING HEALTHCARE SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                       JOSEPH L. DUPUY
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
             JOSEPH L. DUPUY

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-100






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          SUPERIOR CARE PHARMACY, INC.


                                          By:                  *

                                              ..................................
                                                        MICHAEL WOOD
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               MICHAEL WOOD

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-101











                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          SWISH, INC.


                                          By:                  *

                                              ..................................
                                                         DAVID MORRA
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
               DAVID MORRA

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-102






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          TCPI ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                       GARY W. KADLEC
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
              GARY W. KADLEC

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:       /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-103






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          THG ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                       DAVID J. DOANE
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
              DAVID J. DOANE

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-104






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          THE HARDARDT GROUP, INC.


                                          By:                  *

                                              ..................................
                                                         DAVID MORRA
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
               DAVID MORRA

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-105






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          THREE FORKS APOTHECARY, INC.


                                          By:                  *

                                              ..................................

                                                       SCARLET LITTERAL
                                                          PRESIDENT



    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
              SCARLET LITTERAL

                    *                       Treasurer; Director                   February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-106






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          UC ACQUISITION CORP.


                                          By:                  *

                                              ..................................
                                                        JACKIE ALKER
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
               JACKIE ALKER

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:       /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-107











                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          UNI-CARE HEALTH SERVICES OF MAINE,
                                          INC.


                                          By:                  *

                                              ..................................
                                                     MICHAEL J. MASCALI
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            MICHAEL J. MASCALI

                    *                       Treasurer                             February 18, 2003
 .........................................
              RANDALL V. GAJ

                    *                       Director                              February 18, 2003
 .........................................
          DAVID W. FROESEL, JR.

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-108






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          VALUE HEALTH CARE SERVICES, INC.


                                          By:                  *

                                              ..................................
                                                      LAWRENCE J. SOBEL
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            LAWRENCE J. SOBEL

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-109






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          VALUE PHARMACY, INC.
                                          WILLIAMSON DRUG COMPANY, INCORPORATED


                                          By:                  *

                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-110






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          VITAL CARE INFUSIONS SUPPLY, INC.


                                          By:                  *

                                              ..................................
                                                       STANLEY KAPLAN
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
              STANLEY KAPLAN

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    .......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-111






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          WESTHAVEN SERVICES CO.


                                          By:                  *

                                              ..................................
                                                       GARY W. KADLEC
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President; Director                   February 18, 2003
 .........................................
              GARY W. KADLEC

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-112






                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Covington, Commonwealth
of Kentucky, on February 18, 2003.


                                          WINSLOW'S PHARMACY


                                          By:                  *

                                              ..................................
                                                      JEFFREY M. STAMPS
                                                          PRESIDENT


    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                SIGNATURE                                  TITLE                         DATE
                ---------                                  -----                         ----
                                                                            
                    *                       President                             February 18, 2003
 .........................................
            JEFFREY M. STAMPS

                    *                       Treasurer                             February 18, 2003
 .........................................
            BRADLEY S. ABBOTT

                    *                       Director                              February 18, 2003
 .........................................
             THOMAS R. MARSH

                    *                       Director                              February 18, 2003
 .........................................
             REGIS T. ROBBINS

*By:      /s/ CHERYL D. HODGES
    ......................................
             CHERYL D. HODGES
             ATTORNEY-IN-FACT



                                     II-113











                                 EXHIBIT INDEX




EXHIBIT NO.                          DESCRIPTION
- -----------                          -----------
          
   *1.1      Form of Underwriting Agreement with respect to the Common
             Stock, Preferred Stock, Depositary Shares, Debt Securities,
             Warrants, Trust Preferred Securities, Purchase Contracts and
             Units.

    3.1      Restated Certificate of Incorporation of Omnicare, Inc.
             (incorporated herein by reference to our Annual Report on
             Form 10-K for the fiscal year ended December 31, 1996), as
             amended by a Certificate of Amendment (incorporated herein
             by reference to Exhibit 3.2 to our registration statement on
             Form S-4 dated May 26, 1998).

    3.2      By-Laws of Omnicare, Inc., as amended (incorporated herein
             by reference to our registration statement on Form S-3 dated
             September 28, 1998).

    4.1      Form of Senior Debt Securities Indenture (including form of
             Senior Debt Securities).

    4.2      Form of Subordinated Debt Securities Indenture (including
             form of Subordinated Debt Securities).

   *4.3      Form of Deposit Agreement (including form of Depositary
             Receipt).

   *4.4      Form of Warrant Agreement (including form of Warrant
             Certificate).

   *4.5      Form of Purchase Contract (including form of Purchase
             Contract Certificate) and, if applicable, Pledge Agreement.

   *4.6      Form of Unit Agreement (including form of Unit Certificate).

   *4.7      Certificate of Designation of Preferred Stock.

   *4.8      Form of Preferred Stock Certificate.

    4.9      Rights Agreement, dated as of May 17, 1999, between
             Omnicare, Inc. and First Chicago Trust Company of New York,
             as Rights Agent (incorporated herein by reference to
             Exhibit 4.4 to our Current Report on Form 8-K dated May 18,
             1999).

    4.10     Certificate of Trust of Omnicare Capital Trust I.

    4.11     Trust Agreement of Omnicare Capital Trust I.

    4.12     Certificate of Trust of Omnicare Capital Trust II.

    4.13     Trust Agreement of Omnicare Capital Trust II.

    4.14     Certificate of Trust of Omnicare Capital Trust III.

    4.15     Trust Agreement of Omnicare Capital Trust III.

    4.16     Form of Amended and Restated Trust Agreement of the Omnicare
             Capital Trusts relating to Trust Preferred Securities.

    4.17     Form of Trust Preferred Security (included in Exhibit 4.16).

    4.18     Form of Guarantee Agreement of Omnicare, Inc. relating to
             Trust Preferred Securities.

    4.19     Form of Agreement as to Expenses and Liabilities relating to
             Trust Preferred Securities (included in Exhibit 4.16).

    5.1      Opinion of Dewey Ballantine LLP.

    5.2      Opinion of Richards, Layton & Finger, P.A., Delaware
             counsel.

'D'12.1      Computation of Ratio of Earnings to Fixed Charges.

   23.1      Consent of Dewey Ballantine LLP (included in its opinion
             filed as Exhibit 5.1).

   23.2      Consent of Richards, Layton & Finger, P.A. (included in its
             opinion filed as Exhibit 5.2).

   23.3      Consent of Independent Auditors (PricewaterhouseCoopers
             LLP).

'D'24        Powers of Attorney.

 **25.1      Form T-1 Statement of Eligibility under the Trust Indenture
             Act of 1939, as amended, of Trustee under the Senior Debt
             Securities Indenture.

 **25.2      Form T-1 Statement of Eligibility under the Trust Indenture
             Act of 1939, as amended, of Trustee under the Subordinated
             Debt Securities Indenture.

 **25.3      Form T-1 Statement of Eligibility under the Trust Indenture
             Act of 1939, as amended, of Trustee under Guarantee
             Agreement of Omnicare, Inc. relating to Trust Preferred
             Securities.

 **25.4      Form T-1 Statement of Eligibility under the Trust Indenture
             Act of 1939, as amended, of Trustee under Amended and
             Restated Trust Agreement of the Omnicare Capital Trusts
             relating to Trust Preferred Securities.



- ---------


 *  To be filed with a post-effective amendment to the Registration Statement or
    incorporated by reference from a Current Report on Form 8-K.

**  To be filed separately pursuant to Trust Indenture Act Section 305(b)(2).

'D' Previously filed.


                                     II-114






                          STATEMENT OF DIFFERENCES
                          ------------------------

 The dagger symbol shall be expressed as................................ 'D'

 The section symbol shall be expressed as...............................'SS'

EX-4

                                                                     Exhibit 4.1

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

                                 OMNICARE, INC.

                             SENIOR DEBT SECURITIES

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

                                    INDENTURE

                             Dated as of [_________]

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

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

                                  [_________]

                                     Trustee

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

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







                             CROSS-REFERENCE TABLE*

Trust Indenture
Act Section                                                    Indenture Section
- ---------------                                                -----------------
310(a)(1)...................................................         7.10
   (a)(2)...................................................         7.10
   (a)(3)...................................................         N.A.
   (a)(4)...................................................         N.A.
   (a)(5)...................................................         7.10
   (b)......................................................         7.10
   (c)......................................................         N.A.
311(a)......................................................         7.11
   (b)......................................................         7.11
   (c)......................................................         N.A.
312(a)......................................................         2.07
   (b)......................................................         13.03
   (c)......................................................         13.03
313(a)......................................................         7.06
   (b)(1)...................................................         7.06
   (b)(2)...................................................         7.07
   (c)......................................................      7.06; 13.02
   (d)......................................................         7.06
314(a)......................................................      4.03; 13.02
   (b)......................................................         10.02
   (c)(1)...................................................         13.04
   (c)(2)...................................................         13.04
   (c)(3)...................................................         N.A.
   (d)......................................................         N.A.
   (e)......................................................         13.05
   (f)......................................................         N.A.
315(a)......................................................         7.01
   (b)......................................................      7.05, 13.02
   (c)......................................................         7.01
   (d)......................................................         7.01
   (e)......................................................         6.11
316(a)(last sentence).......................................         2.11
   (a)(1)(A)................................................         6.05
   (a)(1)(B)................................................         6.04
   (a)(2)...................................................         N.A.
   (b)......................................................         6.07
   (c)......................................................         2.14
317(a)(1)...................................................         6.08
   (a)(2)...................................................         6.09
   (b)......................................................         2.06
318(a)......................................................         13.01
   (b)......................................................         N.A.
   (c)......................................................         12.01

N.A. means not applicable.
*    This Cross Reference Table is not part of this Indenture.







                                TABLE OF CONTENTS



                                                                                               Page
                                                                                               ----
                                                                                          
                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE
Section 1.01   Definitions.......................................................................1
Section 1.02   Other Definitions.................................................................6
Section 1.03   Incorporation by Reference of Trust Indenture Act.................................6
Section 1.04   Rules of Construction.............................................................7

                                   ARTICLE 2.
                                 THE SECURITIES

Section 2.01   Form Generally....................................................................7
Section 2.02   Securities in Global Form.........................................................7
Section 2.03   Title and Terms...................................................................8
Section 2.04   Execution, Authentication, Delivery and Dating...................................10
Section 2.05   Registrar and Paying Agent.......................................................11
Section 2.06   Paying Agent to Hold Money in Trust..............................................12
Section 2.07   Holder Lists.....................................................................12
Section 2.08   Registration, Registration of Transfer and Exchange..............................12
Section 2.09   Replacement Securities...........................................................14
Section 2.10   Outstanding Securities...........................................................14
Section 2.11   Treasury Securities..............................................................15
Section 2.12   Temporary Securities.............................................................15
Section 2.13   Cancellation.....................................................................15
Section 2.14   Payment of Interest..............................................................16
Section 2.15   Persons Deemed Owners............................................................16
Section 2.16   Computation of Interest..........................................................16
Section 2.17   CUSIP Numbers....................................................................17

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01   Right to Redeem; Notices to Trustee..............................................17
Section 3.02   Selection of Securities to Be Redeemed...........................................17
Section 3.03   Notice of Redemption to Holders..................................................17
Section 3.04   Effect of Notice of Redemption...................................................18
Section 3.05   Deposit of Redemption Price......................................................18
Section 3.06   Securities Redeemed in Part......................................................19

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01   Payment of Securities............................................................19
Section 4.02   Maintenance of Office or Agency..................................................19
Section 4.03   Reports..........................................................................20
Section 4.04   Compliance Certificate...........................................................20



                                       i







                                                                                             
                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01   Merger, Consolidation, or Sale of Assets.........................................20
Section 5.02   Successor Corporation Substituted................................................21

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01   Events of Default................................................................21
Section 6.02   Acceleration.....................................................................22
Section 6.03   Other Remedies...................................................................23
Section 6.04   Waiver of Past Defaults..........................................................23
Section 6.05   Control by Majority..............................................................23
Section 6.06   Limitation on Suits..............................................................23
Section 6.07   Rights of Holders of Securities to Receive Payment and Convert...................24
Section 6.08   Collection Suit by Trustee.......................................................24
Section 6.09   Trustee May File Proofs of Claim.................................................24
Section 6.10   Priorities.......................................................................25
Section 6.11   Undertaking for Costs............................................................25

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01   Duties of Trustee................................................................25
Section 7.02   Rights of Trustee................................................................26
Section 7.03   Individual Rights of Trustee.....................................................27
Section 7.04   Trustee's Disclaimer.............................................................27
Section 7.05   Notice of Defaults...............................................................27
Section 7.06   Reports by Trustee to Holders of the Securities..................................27
Section 7.07   Compensation and Indemnity.......................................................28
Section 7.08   Replacement of Trustee...........................................................28
Section 7.09   Successor Trustee by Merger, etc.................................................29
Section 7.10   Eligibility; Disqualification....................................................29
Section 7.11   Preferential Collection of Claims Against Company................................30

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance.........................30
Section 8.02   Legal Defeasance and Discharge...................................................30
Section 8.03   Covenant Defeasance..............................................................30
Section 8.04   Conditions to Legal or Covenant Defeasance.......................................31
Section 8.05   Deposited Money and Government Securities to be Held in Trust;
                  Other Miscellaneous Provisions................................................31
Section 8.06   Repayment to Company.............................................................32
Section 8.07   Reinstatement....................................................................32




                                       ii







                                                                                             
                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Securities.........................................33
Section 9.02   With Consent of Holders of Securities............................................34
Section 9.03   Compliance with Trust Indenture Act..............................................35
Section 9.04   Revocation and Effect of Consents................................................35
Section 9.05   Notation on or Exchange of Securities............................................35
Section 9.06   Trustee to Sign Amendments, etc..................................................35
Section 9.07   Effect of Supplemental Indentures................................................36

                                   ARTICLE 10.
                                  SINKING FUNDS

Section 10.01  Applicability of Article.........................................................36
Section 10.02  Satisfaction of Sinking Fund Payments with Securities............................36
Section 10.03  Redemption of Securities for Sinking Fund........................................36

                                   ARTICLE 11.
                               SECURITY GUARANTEES

Section 11.01  Applicability of this Article....................................................37
Section 11.02  Guarantee........................................................................37
Section 11.03  Limitation on Guarantor Liability................................................38
Section 11.04  Release of Guarantors............................................................38

                                   ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01  Satisfaction and Discharge.......................................................38
Section 12.02  Application of Trust Money.......................................................39

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls.....................................................39
Section 13.02  Notices..........................................................................39
Section 13.03  Communication by Holders of Securities with Other Holders of Securities..........40
Section 13.04  Certificate and Opinion as to Conditions Precedent...............................40
Section 13.05  Statements Required in Certificate or Opinion....................................41
Section 13.06  Rules by Trustee and Agents......................................................41
Section 13.07  No Personal Liability of Directors, Officers, Employees and Stockholders.........42
Section 13.08  Governing Law....................................................................42
Section 13.09  No Adverse Interpretation of Other Agreements....................................42
Section 13.10  Successors.......................................................................42
Section 13.11  Severability.....................................................................42
Section 13.12  Counterpart Originals............................................................42
Section 13.13  Table of Contents, Headings, etc.................................................42




                                       iii







                                    EXHIBITS

Exhibit A FORM OF SECURITY


                                       iv







     INDENTURE dated as of [_______] between Omnicare, Inc., a Delaware
corporation (the "Company"), and [____________], as trustee (the "Trustee").

     The Company has duly authorized the execution and delivery of this
Indenture (as defined herein) to provide for the issuance from time to time of
its debentures, notes or other evidences of indebtedness (herein called the
"Securities") to be issued in one or more series as provided in this Indenture.

     For and in consideration of the premises and purchase of the Securities by
the Holders (as defined herein) thereof, it is mutually covenanted and agreed,
for the equal and ratable benefit of the Holders of the Securities of each
series thereof as follows:

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control",
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

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

     "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "Bearer Security" means any Security, including any interest coupons
appertaining thereto, that does not provide for the identification of the Holder
thereof.

     "Board of Directors" means the board of directors of the Company (or any
duly authorized committee thereof);

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "Business Day" means any day other than a Legal Holiday.

     "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "Capital Stock" means:

     (a) in the case of a corporation, corporate stock;







     (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock;

     (c) in the case of a partnership or limited liability company, partnership
or membership interests (whether general or limited); and

     (d) any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.

     "Company" means Omnicare, Inc., and any and all successors thereto.

     "Company Order" means a written order signed in the name of the Company by
an Officer and delivered to the Trustee or, with respect to Sections 2.04, 2.08,
2.09, 2.12 and 9.05 any other employee of the Company named in an Officers'
Certificate delivered to the Trustee.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

     "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

     "Depositary" means, with respect to the Securities issuable or issued in
whole or in part in global form, the Person specified pursuant to Section
2.03(a) hereof as the Depositary with respect to the Securities, and any and all
successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.

     "Discount Security" means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.02 hereof.

     "Domestic Subsidiary" means any Restricted Subsidiary organized under the
laws of the United States or any state of the United States or the District of
Columbia.

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of determination.

     "Global Security" or "Global Securities" means any Security or Securities,
as the case may be, in the form established pursuant to Section 2.02 evidencing
all or a part of a series of Securities issued to the Depositary of such series
or its nominee and registered in the name of such Depositary or nominee.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.


                                       2







     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

     "Guarantor" means with respect to Securities of any series, any Domestic
Subsidiary who has guaranteed the Company's obligations under this Indenture and
with respect to such series of Securities pursuant to Article 12 hereof;
provided that upon the release and discharge of any Person from its Security
Guarantee in accordance with this Indenture, such Person shall cease to be a
Guarantor.

     "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (b) other agreements
or arrangements designed to protect such Person against fluctuations in interest
rates or foreign exchange rates.

     "Holder" means a Person in whose name a Security is registered.

     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

     (a) in respect of borrowed money;

     (b) evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof);

     (c) in respect of banker's acceptances;

     (d) representing Capital Lease Obligations;

     (e) representing the balance deferred and unpaid of the purchase price of
any property; or

     (f) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person, in each case
limited to the maximum amount of liability of the specified Person with respect
to such Lien or Guarantee on the date in question. Notwithstanding anything in
the foregoing to the contrary, Indebtedness shall not include trade payables or
accrued expenses for property or services incurred in the ordinary course of
business.

     The amount of any Indebtedness issued with original issue discount will be
the accreted value of such Indebtedness.

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

     "Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.


                                       3







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

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

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

     "Officers' Certificate" means a certificate signed on behalf of the Company
or, if applicable, a Guarantor, by two Officers of the Company, one of whom must
be the principal executive officer, the principal financial officer, the
treasurer or the principal accounting officer of the Company, that meets the
requirements of Section 13.05 hereof.

     "Opinion of Counsel" means, as to the Company or, if applicable, a
Guarantor, an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 13.05 hereof. The counsel may be
an employee of or counsel to the Company, any Subsidiary of the Company or the
Trustee.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

     "Redemption Date," when used with respect to any Security to be redeemed,
shall mean the date specified for redemption of such Security in accordance with
the terms of such Security and this Indenture.

     "Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Registered Security" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.01 hereof which is
registered on the books of the Registrar.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Registered Securities of any series means the date specified for that
purpose as contemplated by Section 2.03(a) hereof.

     "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.


                                       4







     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     "Restricted Subsidiary" means any direct or indirect Subsidiary of the
Company other than an Unrestricted Subsidiary.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Security Guarantee" means, with respect to the Securities of any series,
the Guarantee with respect to the Securities of such series by each Guarantor
pursuant to Article 12 hereof and a supplemental indenture.

     "Securities" has the meaning assigned to it in the preamble to this
Indenture.

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

     "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 2.14 hereof.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

     "Subsidiary" means, (a) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by the Company and/or by one or more of its
Restricted Subsidiaries, or (b) any partnership, limited liability company,
association, joint venture or similar business organization more than 50% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

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

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

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:

     (a) has no Indebtedness other than Indebtedness that is without recourse to
the Company or its Restricted Subsidiaries;


                                        5







     (b) is not party to any agreement, contract, arrangement or understanding
with the Company or any Restricted Subsidiary unless the terms of any such
agreement, contract, arrangement or understanding are not materially less
favorable to the Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company;

     (c) is a Person with respect to which neither the Company nor any of its
Restricted Subsidiaries has any (a) continuing direct or indirect obligation to
subscribe for additional Equity Interests or (b) direct or indirect obligation
to maintain or preserve such Person's financial condition or to cause such
Person to achieve any specified levels of operating results; and

     (d) has not guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any of its Restricted
Subsidiaries.

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

Section 1.02 Other Definitions.

                                                               Defined in
Term                                                            Section
- ----                                                           ----------
"Bankruptcy Law" ...........................................      4.01
"Covenant Defeasance" ......................................      8.03
"Defaulted Interest" .......................................      2.14
"Event of Default" .........................................      6.01
"Legal Defeasance" .........................................      8.02
"Paying Agent" .............................................      2.05
"Registrar" ................................................      2.05

Section 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

     "indenture securities" means the Securities;

     "indenture security Holder" means a Holder of a Security;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

     "obligor" on the Securities and the Security Guarantees means the Company
and the Guarantors, respectively, and any successor obligor upon the Securities
and the Security Guarantees, respectively.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.


                                       6







Section 1.04 Rules of Construction.

     Unless the context otherwise requires:

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

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

     (c) "or" is not exclusive;

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

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

     (f) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted
by the SEC from time to time.

                                   ARTICLE 2.
                                 THE SECURITIES

Section 2.01 Form Generally

     The Securities of each series shall be substantially in the form of Exhibit
A hereto or in such other form as shall be established by delivery to the
Trustee of an Officers' Certificate or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Officers executing such Securities as evidenced by their execution of the
Securities.

     The permanent Securities shall be printed, lithographed, engraved or cord
processed or produced by any combination of these methods or may be produced in
any other manner, provided that such method is permitted by the rules of any
securities exchange on which such Securities may be listed, all as determined by
the Officers executing such Securities as evidenced by their execution of such
Securities.

Section 2.02 Securities in Global Form

     If Securities of a series are issuable as a Global Security, as specified
as contemplated by Section 2.03(a) hereof, then, notwithstanding clause (9) of
Section 2.03(a) hereof and the provisions of Section 2.03(b) hereof, any such
Global Security shall represent such of the outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the
aggregate principal amount of outstanding Securities from time to time endorsed
thereon or otherwise notated on the books and records of the Registrar and that
the aggregate principal amount of outstanding Securities represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Security to reflect the aggregate
principal amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by the Holder thereof as required by Section 2.08
hereof.

     Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form. Permanent Global Securities will be issued
in definitive form.


                                       7







     The provisions of the last sentence of Section 2.04 hereof shall apply to
any Security represented by a Global Security if such Security was never issued
and sold by the Company, and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 13.04 or 13.05 hereof and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 2.04 hereof.

     Notwithstanding the provisions of Sections 2.02 and 2.14 hereof, unless
otherwise specified as contemplated by Section 2.03(a) hereof, payment of
principal of and any interest on any Global Security shall be made to the person
or persons specified therein.

     None of the Company, the Guarantor, if any, the Trustee of such series of
Securities, any Paying Agent or Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

Section 2.03 Title and Terms.

     (a) The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series. There shall be established and, subject to Section 2.04
hereof, set forth, or determined in the manner provided, in an Officers'
Certificate or established in one or more indentures supplemental hereto, prior
to the issuances of Securities of any series, any or all of the following, as
applicable:

     (1) the title and series designation of the Securities of the series (which
     shall distinguish the Securities of the series from all other Securities);

     (2) any limit upon the aggregate principal amount of the Securities of the
     series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of,
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Sections 2.08, 2.09, 2.12, 3.06, 9.05 or 10.03 hereof
     and except for any Securities which, pursuant to Section 2.04 hereof, are
     deemed never to have been authenticated and delivered hereunder);

     (3) the price or prices at which the Securities of the series will be
     issued;

     (4) if the Securities of the series will be guaranteed and the terms of any
     such Security Guarantees;

     (5) the date or dates on which the principal amount and premium, if any, of
     the Securities of the series is payable;

     (6) the interest rate or rates or the method for calculating the interest
     rate, which may be fixed or variable, of the Securities of the series, the
     date or dates from which any such interest shall accrue and the Interest
     Payment Dates on which such interest shall be payable, subject to the
     right, if any, of the Company to defer or extend an Interest Payment Date
     and the duration of such deferral or extension;

     (7) the place or places where, subject to the provisions of Section 4.02
     hereof, the principal of, premium, if any, and interest on Securities of
     the series will be payable and where any Securities of the series may be
     surrendered for registration of transfer, Securities of the series may be


                                       8







     surrendered for exchange and notices and demands to or upon the Company in
     respect of the Securities of the series and this Indenture may be served;

     (8) the right, if any, to redeem the Securities of the series and the terms
     and conditions upon which Securities of the series may be redeemed, in
     whole or in part;

     (9) any mandatory or optional sinking fund or analogous provisions;

     (10) whether the Securities of the series will be secured and any
     provisions relating to the security provided;

     (11) if and the terms and conditions upon which the Securities of the
     series may or must be converted into securities of the Company or exchanged
     for securities of the Company or another enterprise;

     (12) if other than the principal amount thereof, the portion of the
     principal amount of any Securities of the series which shall be payable
     upon declaration of acceleration of the maturity thereof pursuant to
     Section 6.02 hereof;

     (13) whether the Securities of the series, in whole or any specified part,
     shall not be defeasible pursuant to Section 8.04 or 8.05 hereof or both
     such Sections and, if other than by an Officers' Certificate, the manner in
     which any election by the Company to defease such Securities shall be
     evidenced;

     (14) any addition to or change in the Events of Default which apply to any
     Securities of the series and any change in the right of the Trustee or the
     requisite Holders of such Securities to declare the principal amount
     thereof due and payable pursuant to Section 6.02 hereof;

     (15) if other than U.S. dollars, the currency or currencies in which
     payment of the principal of, premium, if any, and interest on the
     Securities of the series shall be payable and whether the Securities of the
     series may be satisfied and discharged other than as provided in Article 8
     hereof;

     (16) any terms applicable to Original Issue Discount, if any, (as that term
     is defined in the Internal Revenue Code of 1986 and the Regulations
     thereunder) including the rate or rates at which such Original Issue
     Discount, if any, shall accrue;

     (17) if the Securities of the series may be issued or delivered (whether
     upon original issuance or upon exchange of a temporary Security of such
     series or otherwise), or any installment of principal of, or any premium or
     interest is payable, only upon receipt of certain certificates or other
     documents or satisfaction of other conditions in addition to those
     specified in this Indenture, the form and terms of such certificates,
     documents or conditions;

     (18) whether the Securities of the series may be represented initially by a
     Security in temporary or permanent global form and, if so, the Depositary
     with respect to any such temporary or permanent Global Security, and if
     other than as provided in Section 2.08 or 2.12 hereof, as applicable,
     whether and the circumstances under which beneficial owners of interests in
     any such temporary or permanent Global Security may exchange such interests
     for Securities of such series and of like tenor of any authorized form and
     denomination;

     (19) whether Securities of the series are to be issued as Registered
     Securities, Bearer Securities or both, the terms and conditions relating to
     the applicable form, including, but not limited to, tax


                                       9







     compliance, registration and transfer procedures and, if in registered
     form, the denominations in which any Registered Securities of the series
     will be issuable if other than denominations of $1,000 and any integral
     multiple thereof and if in bearer form, the denominations in which any
     Bearer Securities will be issuable;

     (20) any special United States federal income tax considerations applicable
     to the Securities of the series;

     (21) any addition to or change in the covenants set forth in Article 4
     which apply to Securities of the series; and

     (22) any other terms of the Securities of the series (which terms shall not
     be inconsistent with the provisions of this Indenture, except as permitted
     by Section 9.01(i) hereof).

     All Securities of any one series shall be substantially identical except as
to denomination and the rate or rates of interest, if any, and Stated Maturity,
the date from which interest, if any, shall accrue and except as may otherwise
be provided in or pursuant to an Officers' Certificate pursuant to this Section
2.03(a) or in any indenture supplemental hereto.

     All Securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened for issuances of additional
Securities of such series or for the establishment of additional terms with
respect to the Securities of such series.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of any appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

     (b) Unless otherwise provided as contemplated by Section 2.03(a) hereof
with respect to any series of Securities, the Securities of such series shall be
issuable in denominations of $1,000 or integral multiples thereof.

Section 2.04 Execution, Authentication, Delivery and Dating

     Two Officers shall sign the Securities for the Company by manual or
facsimile signature. If an Officer whose signature is on a Security no longer
holds that office at the time a Security is authenticated, the Security shall
nevertheless be valid.

     A Security shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Security has
been authenticated under this Indenture.

     At any time and from time to time after the execution and delivery of this
Indenture (and subject to delivery of an Officers' Certificate or a supplemental
indenture as set forth in Section 2.03(a) hereof with respect to the initial
issuance of Securities of any series), the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Securities; and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Securities. If the forms or terms of the Securities of the series have been
established in or pursuant to one or more Officers' Certificates as permitted by
Sections 2.01 and 2.03(a) hereof, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating:


                                       10







     (a) that the form or forms and terms of such Securities have been duly
authorized by the Company and established in conformity with the provisions of
this Indenture; and

     (b) that such Securities when authenticated and delivered by the Trustee or
its authenticating agent and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute legal,
valid and binding obligations of the Company, enforceable in accordance with
their terms, subject to customary exceptions.

     Notwithstanding the provisions of Section 2.03(a) hereof and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 2.03(a) hereof and the
Opinion of Counsel required by the preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. The Trustee's certificate of authentication shall be in substantially
the following form:

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

                                                       [______________________],
                                                       as Trustee


                                                       By:

                                                              Authorized Officer

     Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.13 hereof together with a written statement (which need
not comply with Section 13.04 or 13.05 hereof and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

Section 2.05 Registrar and Paying Agent.

     The Company shall maintain, with respect to each series of Securities, an
office or agency where such Securities may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where Securities
may be presented for payment ("Paying Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The
term "Registrar" includes any co-registrar and the term "Paying Agent" includes
any additional paying agent. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company shall notify the Trustee in
writing of the


                                       11







name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent.

Section 2.06 Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
of Securities of any series or the Trustee all money held by the Paying Agent
for the payment of principal, premium, if any, or interest on such series of
Securities, and will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities.

Section 2.07 Holder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders of each series of Securities and shall otherwise comply with TIA
'SS' 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of such series of Securities and the Company shall
otherwise comply with TIA 'SS' 312(a).

Section 2.08 Registration, Registration of Transfer and Exchange.

     Upon surrender for registration of transfer of any Securities of a series
at an office or agency of the Company designated pursuant to Section 4.02 hereof
for such purpose, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series of any authorized denominations, of a
like aggregate principal amount. The Company shall not charge a service charge
for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the transfer or exchange of the
Securities from the Holder requesting such transfer or exchange (other than any
exchange of a temporary Security for a permanent Security not involving any
change in ownership or any exchange pursuant to Section 2.12, 3.06, 9.05 or 10.3
hereof, not involving any transfer).

     Notwithstanding any other provisions (other than the provisions set forth
in the sixth and seventh paragraphs) of this Section 2.08, a Security in global
form representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.


                                       12







     At the option of the Holder of Securities of any series, Securities of such
series may be exchanged for other Securities of the same series of any
authorized denomination or denominations of a like aggregate principal amount
and tenor, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof, if
the Securities of any series shall have been issued in the form of one or more
Global Securities, such series of Securities in global form will be exchanged
for Securities of such series in permanent form if (i) the Depositary for the
Securities of such series notifies the Company that it is unwilling or unable to
continue as Depositary for the Securities of such series and a successor
Depositary for the Securities of such series is not appointed by the Company
within 120 days after the Company receives such notice, (ii) the Company in its
sole discretion determines that the Securities of such series shall no longer be
represented by such Global Security or Securities or (iii) an Event of Default
with respect to the Securities of such series shall have occurred and be
continuing. In any such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of permanent
Securities of such series, will authenticate and deliver Securities of such
series in permanent form and in an aggregate principal amount equal to the
principal amount of the Security or Securities in global form representing such
series in exchange for such Security or Securities in global form.

     Notwithstanding the foregoing, except as otherwise specified in the
preceding paragraph or as contemplated by Section 2.03(a) hereof, any Global
Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a Global Security are entitled to exchange
such interests for permanent Securities of such series and of like principal
amount and tenor but of another authorized form and denomination, as specified
as contemplated by Section 2.03(a) hereof, then without unnecessary delay but in
any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee permanent Securities in
aggregate principal amount equal to the principal amount of such Global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such Global Security shall be surrendered by the
Depositary with respect thereto to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or from time to time in part, for permanent
Securities without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such Global Security, an equal aggregate principal
amount of permanent Securities of the same series of authorized denominations
and of like tenor as the portion of such Global Security to be exchanged which
shall be in the form of Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that
notwithstanding the last paragraph of this Section 2.08 hereof, no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities of that series to be redeemed and ending on
the relevant Redemption Date. If a Registered Security is issued in exchange for
any portion of a Global Security after the close of business at the office or
agency where such exchange occurs on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest
(as defined herein), interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such Global Security
is payable in accordance with the provisions of this Indenture.

     Upon the exchange of a Security in global form for Securities in permanent
form, such Security in global form shall be cancelled by the Trustee. All
cancelled Securities held by the Trustee shall be


                                       13







destroyed by the Trustee and a certificate of their destruction delivered to the
Company unless the Company directs, by Company Order, that the Trustee shall
cancel Securities and deliver a certificate of destruction to the Company.
Securities issued in exchange for a Security in global form pursuant to this
Section 2.08 hereof shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee in writing. The Trustee shall deliver such Securities as
instructed in writing by the Depositary.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed, by
the Holder thereof or his attorney duly authorized in writing.

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Securities of any series during a period beginning at the opening
of 15 Business Days before any selection of Securities of such series to be
redeemed and ending at the close of business on the day of the mailing of the
relevant notice of redemption or (ii) to register the transfer of or exchange
any Security of any series so selected for redemption, in whole or in part,
except the unredeemed portion of any Security being redeemed in part.

Section 2.09 Replacement Securities.

     If any mutilated Security is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Security, the Company shall issue and the Trustee, upon receipt of
a Company Order, shall authenticate a replacement Security if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Security is
replaced. The Company may charge for its expenses in replacing a Security.

     Every replacement Security is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Securities duly issued hereunder.

Section 2.10 Outstanding Securities.

     The Securities of any series outstanding at any time are all the Securities
of such series authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation, those reductions in the interest in a
Global Security effected by the Trustee in accordance with the provisions
hereof, and those described in this Section as not outstanding. Except as set
forth in Section 2.11 hereof, a Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security. Subject
to the foregoing, only Securities outstanding at the time of such determination
shall be considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9 hereof). In addition, in determining
whether the Holders of the requisite principal amount of outstanding Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the principal amount of a Discount
Security that shall be deemed to be outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the maturity thereof pursuant to Section 6.02


                                       14







hereof and (ii) the principal amount of a Security denominated in a foreign
currency or currencies shall be the dollar equivalent, as determined on the date
of original issuance of such Security, of the principal amount (or, in the case
of a Discount Security, the dollar equivalent on the date of original issuance
of such Security of the amount determined as provided in (i) above) of such
Security.

     If a Security is replaced pursuant to Section 2.09 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     If the principal amount of any Security is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Securities payable on that date, then on and after that date such
Securities shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.11 Treasury Securities.

     In determining whether the Holders of the required principal amount of
Securities of any series have concurred in any direction, waiver or consent,
Securities of such series owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities of that series
that the Trustee knows are so owned shall be so disregarded.

Section 2.12 Temporary Securities.

     Until certificates representing Securities of any series are ready for
delivery, the Company may prepare and the Trustee, upon receipt of a Company
Order, shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of certificated Securities but may have variations
that the Company considers appropriate for temporary Securities and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities of the
same series in exchange for temporary Securities.

     Holders of temporary Securities of any series shall be entitled to all of
the benefits of this Indenture as permanent Securities of the same series.

Section 2.13 Cancellation.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy canceled Securities (subject to the record retention requirement
of the Exchange Act). Certification of the destruction of all canceled
Securities shall be delivered to the Company. The Company may not issue new
Securities to replace Securities that it has paid or that have been delivered to
the Trustee for cancellation.


                                       15







Section 2.14 Payment of Interest.

     Unless otherwise provided as contemplated by Section 2.03(a) hereof with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the person in whose name that Security (or one or more predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

     If the Company defaults in a payment of interest on the Securities of any
series which is payable ("Defaulted Interest"), it shall pay the Defaulted
Interest in any lawful manner plus, to the extent lawful, interest payable on
the Defaulted Interest, to the Persons who are Holders of the series on a
subsequent Special Record Date, in each case at the rate provided in the
Securities of that series and in Section 4.01 hereof. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each Securities of a series and the date of the proposed payment. The Company
shall fix or cause to be fixed each such Special Record Date and payment date,
provided that no such Special Record Date shall be less than 10 days prior to
the related payment date for such Defaulted Interest. At least 15 days before
the Special Record Date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders of the series a notice that states the Special
Record Date, the related payment date and the amount of such interest to be
paid.

     Subject to the foregoing provisions of this Section 2.14 and Section 2.08
hereof, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

Section 2.15 Persons Deemed Owners.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and (except as otherwise
specified as contemplated by Section 2.03(a) hereof and subject to Sections 2.08
and 2.14 hereof) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     None of the Company, the Trustee, any Paying Agent or the Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

Section 2.16 Computation of Interest.

     Except as otherwise specified as contemplated by Section 2.03(a) hereof for
Securities of any series, (i) interest on any Securities which bear interest at
a fixed rate shall be computed on the basis of a 360-day year comprised of
twelve 30-day months and (ii) interest on any Securities which bear interest at
a variable rate shall be computed on the basis of the actual number of days in
an interest period divided by 360.


                                       16







Section 2.17 CUSIP Numbers.

     The Company, in issuing the Securities, may use "CUSIP" numbers (if then
generally in use) and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities of a series or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities of such series, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01 Right to Redeem; Notices to Trustee.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 2.03(a) hereof for Securities of any
series) in accordance with this Article 3. If the Company elects to redeem
Securities of any series, it shall furnish to the Trustee, at least 35 days (or
such shorter period as may be acceptable to the Trustee) but not more than 75
days before a redemption date, an Officers' Certificate setting forth (i) the
clause of this Indenture pursuant to which the redemption shall occur, (ii) the
Redemption Date, (iii) the principal amount of Securities of such series to be
redeemed, (iv) any other information necessary to identify the Securities of
such series to be redeemed and (v) the Redemption Price.

Section 3.02 Selection of Securities to Be Redeemed.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof with
respect to any series of Securities, if less than all of the Securities of a
series are to be redeemed or purchased in an offer to purchase at any time, the
Trustee will select the Securities to be redeemed or purchased among the Holders
of the Securities of that Series in compliance with the requirements of the
principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, on a pro rata basis, by lot or
in accordance with any other method the Trustee considers fair and appropriate.
In the event of partial redemption by lot, the particular Securities to be
redeemed shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Securities not previously called for redemption.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Security selected for partial
redemption, the principal amount thereof to be redeemed. Unless otherwise
specified as contemplated by Section 2.03(a) hereof, Securities and portions of
Securities selected will be in amounts of $1,000 or whole multiples of $1,000.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Securities called for redemption also apply to portions of Securities
called for redemption.

Section 3.03 Notice of Redemption to Holders.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof with
respect to any series of Securities, at least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder whose Securities are to be
redeemed at its registered address.

     The notice shall identify the Securities to be redeemed and shall state:


                                       17







     (a) the Redemption Date;

     (b) the Redemption Price;

     (c) if less than all the outstanding Securities of any series are to be
redeemed, the identification (and in the case of partial redemption, the
principal amount) of the particular Security to be redeemed;

     (d) that, after the Redemption Date upon surrender of such Security, a new
Security or Securities in principal amount equal to the unredeemed portion shall
be issued upon cancellation of the original Security;

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

     (f) that Securities called for redemption must be surrendered to the Paying
Agent to collect the Redemption Price;

     (g) that, unless the Company defaults in making such redemption payment,
interest, if any, on Securities called for redemption ceases to accrue on and
after the Redemption Date;

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

     (i) that the redemption is for a sinking fund, if such is the case; and

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

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days prior to the Redemption
Date (or such shorter period as may be acceptable to the Trustee), an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

     Notwithstanding the foregoing, a redemption notice may be mailed more than
60 days prior to the Redemption Date if the notice is issued in connection with
a defeasance of the Securities or satisfaction and discharge of this Indenture.

Section 3.04 Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Securities called for redemption become irrevocably due and payable on the
Redemption Date at the Redemption Price. A notice of redemption may not be
conditional.

Section 3.05 Deposit of Redemption Price.

     Prior to 12:00 noon (Eastern Standard Time) on the Redemption Date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the Redemption Price of and accrued interest on all Securities of a
series to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the


                                       18







Company in excess of the amounts necessary to pay the Redemption Price of, and
accrued interest on, all Securities to be redeemed.

     If the Company complies with the provisions of the preceding paragraph, on
and after the Redemption Date, interest shall cease to accrue on the Securities
or the portions of Securities called for redemption. If a Security is redeemed
on or after a Regular Record Date but on or prior to the related Interest
Payment Date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Security was registered at the close of business on such
Regular Record Date. If any Security called for redemption shall not be so paid
upon surrender for redemption because of the failure of the Company to comply
with the preceding paragraph, interest shall be paid on the unpaid principal
from the Redemption Date until such principal is paid, and to the extent lawful
on any interest not paid on such unpaid principal, in each case at the rate
provided in the Securities and in Section 4.01 hereof.

Section 3.06 Securities Redeemed in Part.

     Upon surrender of a Security that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Security equal in principal
amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01 Payment of Securities.

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Securities on the dates and in the manner provided in
the Securities. Principal, premium, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds as of 10:00 a.m. Eastern Standard Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due.

Section 4.02 Maintenance of Office or Agency.

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

     The Company also may from time to time designate one or more other offices
or agencies where the Securities of a series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
place of payment for Securities of any series for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.


                                       19







     With respect to any Global Security, and except as otherwise may be
specified for such Global Security as contemplated by Section 2.03(a) hereof,
the Corporate Trust Office for the Trustee shall be the place of payment where
such Global Security may be presented or surrendered for payment or for
registration of transfer or exchange, or where successor Securities may be
delivered in exchange therefore, provided, however, that any such payment,
presentation, surrender or delivery effected pursuant to the procedures of the
Depositary for such Global Security shall be deemed to have been effected at the
place of payment for such Global Security in accordance with the provisions of
this Indenture.

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.04 hereof.

Section 4.03 Reports.

     Whether or not required by the rules and regulations of the SEC, so long as
any Securities of any series are outstanding, the Company shall furnish to the
Holders of such series of Securities (i) all quarterly and annual financial
information that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Company were required to file such forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report thereon
by the Company's certified independent accountants and (ii) all current reports
that would be required to be filed with the SEC on Form 8-K if the Company were
required to file such reports, in each case, within the time periods specified
in the SEC's rules and regulations. In addition, whether or not required by the
rules and regulations of the SEC, the Company shall file a copy of all such
information and reports with the SEC for public availability within the time
periods specified in the SEC's rules and regulations (unless the SEC will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request. The Company shall at all times comply
with TIA 'SS' 314(a).

Section 4.04 Compliance Certificate.

     (a) The Company and each Guarantor, if any, (to the extent that such
Guarantor is so required under the TIA) shall deliver to the Trustee, within 120
days after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Securities is prohibited or if such event has occurred,
a description of the event and what action the Company is taking or proposes to
take with respect thereto.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof, the
Company shall not, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not the Company


                                       20







is the surviving corporation); or (2) sell, assign, transfer, convey or
otherwise dispose of all or substantially all of the properties or assets of the
Company and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person; unless:

     (a) either: (i) the Company is the surviving corporation; or (ii) the
     Person formed by or surviving any such consolidation or merger (if other
     than the Company) or to which such sale, assignment, transfer, conveyance
     or other disposition has been made is a corporation organized or existing
     under the laws of the United States, any state of the United States or the
     District of Columbia; or

     (b) the Person formed by or surviving any such consolidation or merger (if
     other than the Company) or the Person to which such sale, assignment,
     transfer, conveyance or other disposition has been made assumes all the
     obligations of the Company under the Securities and this Indenture pursuant
     to a supplemental indenture reasonably satisfactory to the Trustee.

     In addition, the Company may not, directly or indirectly, lease all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries, taken as a whole, in one or more related transactions, to any
other Person. This Section 5.01 will not apply to a sale, assignment, transfer,
conveyance or other disposition of assets between or among the Company and any
of the Guarantors, as applicable.

Section 5.02 Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer,
conveyance, transfer or other disposition of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries, taken as a
whole in accordance with the provisions of Section 5.01 hereof, the successor
Person formed by such consolidation or into which the Company is merged or to
which such sale, assignment, transfer, conveyance or other disposition is made,
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
had been named as the Company therein. When a successor assumes all the
obligations of its predecessor under this Indenture and the Securities following
a consolidation or merger, or any sale, assignment, transfer, conveyance,
transfer or other disposition of 90% or more of the assets of the predecessor in
accordance with the foregoing provisions, the predecessor shall be released from
those obligations.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof with
respect to any series of Securities, an "Event of Default" occurs, with respect
to each series of Securities individually, if:

     (a) the Company defaults in the payment when due of interest on the
Securities of such series and such default continues for a period of 30 days;

     (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Securities of such series when the same becomes due and
payable at maturity, upon redemption or otherwise;


                                       21







     (c) the Company fails to comply with any of the provisions of Section 5.01
hereof if applicable to such series of Securities;

     (d) the Company fails to observe or perform any other covenant or other
agreement in this Indenture applicable to such series of Securities or the
Securities of such series for 60 days after notice to the Company by the Trustee
or the Holders of at least 25% in aggregate principal amount of the Securities
of such series then outstanding voting as a single class;

     (e) the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law:

          (i) commences a voluntary case,

          (ii) consents to the entry of an order for relief against it in an
     involuntary case,

          (iii) consents to the appointment of a custodian of it or for all or
     substantially all of its property,

          (iv) makes a general assignment for the benefit of its creditors, or

          (v) generally is not paying its debts as they become due;

     (f) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

          (i) is for relief against the Company or any of its Restricted
     Subsidiaries that is a Significant Subsidiary in an involuntary case;

          (ii) appoints a custodian of the Company or any of its Restricted
     Subsidiaries or for all or substantially all of the property of the Company
     or any of its Restricted Subsidiaries that is a Significant Subsidiary; or

          (iii) orders the liquidation of the Company or any of its Restricted
     Subsidiaries that is a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;

     (g) except as permitted by this Indenture, any Security Guarantee relating
to such series of Securities is held in any final, non-appealable judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor relating to such series of Securities, or
any Person acting on behalf of any such Guarantor, shall deny or disaffirm its
obligations under such Guarantor's Security Guarantee (unless such Guarantor
could be released from its Guarantee in accordance with this Indenture and as
specified pursuant to Section 2.03(a) hereof); or

     (h) any other Event of Default provided with respect to the Securities of
that series, which is specified in a supplemental indenture hereto or an
Officers' Certificate, in accordance with Section 2.03(a) hereof.

Section 6.02 Acceleration.

     If any Event of Default (other than an Event of Default specified in clause
(e) or (f) of Section 6.01 hereof with respect to the Company) occurs and is
continuing, the Trustee or the Holders of at least


                                       22







25% in principal amount of the then outstanding Securities of that series may
declare all the Securities of that series to be due and payable immediately.
Upon any such declaration, the Securities of that series shall become due and
payable immediately. Notwithstanding the foregoing, if an Event of Default
specified in clause (e) or (f) of Section 6.01 hereof occurs with respect to the
Company, all outstanding Securities of that series shall be due and payable
immediately without further action or notice. The Holders of a majority in
aggregate principal amount of the then outstanding Securities of a series by
written notice to the Trustee may on behalf of all of the Holders of such series
of Securities rescind an acceleration and its consequences if all existing
Events of Default (except nonpayment of principal, interest or premium that has
become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

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

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities of a series or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Security of such series in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Securities of a series by notice to the Trustee may on behalf
of the Holders of all of the Securities of such series waive an existing Default
or Event of Default and its consequences hereunder, except a continuing Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on, the Securities of that series (including in connection with an
offer to purchase) (provided, however, that the Holders of a majority in
aggregate principal amount of the then outstanding Securities of a series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

Section 6.05 Control by Majority.

     Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of such Securities or
that may involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

     A Holder of any Security of any series may pursue a remedy with respect to
this Indenture or such series of Securities only if:


                                       23







     (a) the Holder of a Security of such series gives to the Trustee written
notice of a continuing Event of Default;

     (b) the Holders of at least 25% in principal amount of the then outstanding
Securities of such series make a written request to the Trustee to pursue the
remedy;

     (c) the Holder of a Security of such series or Holders of Securities of
such series offer and, if requested, provide to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

     (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e) during such 60-day period the Holders of a majority in principal amount
of the then outstanding Securities of such series do not give the Trustee a
direction inconsistent with the request.

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

Section 6.07 Rights of Holders of Securities to Receive Payment and Convert.

     Notwithstanding any other provision of this Indenture, the Holder of any
Security shall have the right to receive payment of principal of, premium, if
any, and interest on such Security, on or after the respective due dates
expressed in such Security (including in connection with an offer to purchase),
or to bring suit for the enforcement of any such payment on or after such
respective dates shall not be impaired or affected without the consent of such
Holder.

Section 6.08 Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(a) or (b) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Securities
of any series and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Securities of any series allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Securities of that
series), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be


                                       24







denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties that the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

     If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

          Second: to Holders of Securities for amounts due and unpaid on the
     Securities of any series for principal, premium, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Securities of that series for principal,
     premium, if any and interest, respectively; and

          Third: to the Company or to such party as a court of competent
     jurisdiction shall direct.

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

Section 6.11 Undertaking for Costs.

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

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01 Duties of Trustee.

     (a) If an Event of Default with respect to the Securities of any series has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

     (b) With respect to the Securities of any series, except during the
continuance of an Event of Default with respect to Securities of such series:


                                       25







          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

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

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

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

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

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

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

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02 Rights of Trustee.

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

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.


                                       26







     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company or any Guarantor, if applicable,
shall be sufficient if signed by an Officer of the Company or Guarantor, as
applicable.

     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

Section 7.03 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or any Affiliate
of the Company with the same rights it would have if it were not Trustee.
However, in the event that the Trustee acquires any conflicting interest, it
must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as Trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision of
this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities
or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

     If a Default or Event of Default occurs and is continuing with respect to a
series of Securities and if it is known to the Trustee, the Trustee shall mail
to Holders of Securities of such series a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default or Event
of Default in payment of principal of, premium, if any, or interest on any
Security, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interests of the Holders of the Securities.

Section 7.06 Reports by Trustee to Holders of the Securities.

     Within 60 days after each ________ beginning with the ________ following
the date of this Indenture, and for so long as Securities of any series remain
outstanding, the Trustee shall mail to the Holders of the Securities of such
series a brief report dated as of such reporting date that complies with TIA
'SS' 313(a) (but if no event described in TIA 'SS' 313(a) has occurred within
the twelve months preceding the reporting date, no report need be transmitted).
The Trustee also shall comply with TIA 'SS' 313(b)(2). The Trustee also shall
transmit by mail all reports as required by TIA 'SS' 313(c).

     A copy of each report at the time of its mailing to the Holders of
Securities shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Securities are listed in


                                       27







accordance with TIA 'SS' 313(d). The Company shall promptly notify the Trustee
when the Securities are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

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

     To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities. Such Lien shall survive the satisfaction and
discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA 'SS' 313(b)(2) to the
extent applicable.

Section 7.08 Replacement of Trustee.

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

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

     (a) the Trustee fails to comply with Section 7.10 hereof;


                                       28







     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities of any
series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding
Securities of any series may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

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

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

Section 7.09 Successor Trustee by Merger, etc.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA 'SS''SS' 310(a)(1), (2) and (5). The Trustee is subject to TIA 'SS'
310(b).


                                       29







Section 7.11 Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA 'SS' 311(a), excluding any creditor
relationship listed in TIA 'SS' 311(b). A Trustee who has resigned or been
removed shall be subject to TIA 'SS' 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof with
respect to Securities of a particular series, the Company may elect, at its
option, at any time, to have either Section 8.02 or 8.03 hereof be applied to
all outstanding Securities of any series designated pursuant to Section 2.03(a)
hereof as being defeasible (the "Defeased Securities") in accordance with any
additional requirements provided pursuant to Section 2.03(a) hereof and upon
compliance with the conditions set forth below in this Article 8. Any such
election shall be evidenced by a Board Resolution set forth in an Officers'
Certificate or in another manner specified as contemplated by Section 2.03(a)
hereof for such Securities.

Section 8.02 Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option (if
any) to have this Section 8.02 applied to any Securities of any series, the
Company shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be deemed to have been discharged from its obligations with
respect to all outstanding Defeased Securities on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Defeased
Securities, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Defeased Securities and this Indenture (and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Defeased Securities to receive solely from the trust fund under
Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Defeased
Securities when such payments are due, (b) the Company's obligations with
respect to such Defeased Securities under Article 2 and Section 4.01 hereof, (c)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
the Company's obligations in connection therewith and (d) this Article 8.
Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option (if
any) to have this Section 8.03 applied to any Securities of any series the
Company and, if applicable, each Guarantor shall, subject to the satisfaction of
the conditions set forth in Section 8.04 hereof, be released from its
obligations under Sections 4.03, 4.05 and 4.06 hereof and Articles 5 and 12
hereof and such other provisions as may be provided as contemplated by Section
2.03(a) hereof with respect to Securities of a particular series and with
respect to the outstanding Defeased Securities on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
"Covenant Defeasance"), and the Defeased Securities shall thereafter be deemed
not "outstanding" for the purposes of any direction,


                                       30







waiver, consent or declaration or act of Holders of such Defeased Securities
(and the consequences of any thereof) in connection with such covenants, but
shall continue to be deemed "outstanding" for all other purposes hereunder (it
being understood that such Defeased Securities shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Defeased Securities, the Company and, if applicable,
each Guarantor may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Defeased
Securities shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof
and Sections 6.01(c), (d) and (g) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to a series of outstanding Securities:

     Unless otherwise specified as contemplated by Section 2.03(a) hereof with
respect to any series of Securities, in order to exercise either Legal
Defeasance or Covenant Defeasance:

     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient to pay the principal
of, premium, if any, and interest on the outstanding Securities of such series
on the stated date for payment thereof or on the applicable redemption date, as
the case may be;

     (b) in the case of an election under Section 8.02 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel confirming that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date this Indenture was first executed, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel shall confirm that,
the Holders of the outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; and

     (c) in the case of an election under Section 8.03 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel confirming that the Holders
of the outstanding Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred.

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
             Other Miscellaneous Provisions.

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding
Defeased Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Defeased Securities and this Indenture,
to the payment, either directly or through any Paying Agent (including the
Company acting as Paying Agent) as the Trustee may determine, to the Holders of
such


                                       31







Defeased Securities of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Defeased Securities.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.06 Repayment to Company.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Securities of a series and remaining unclaimed for two years
after such principal, and premium, if any, or interest has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such series of
Securities shall thereafter look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in The New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 8.07 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any cash or non-callable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as the
case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Defeased Securities shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the
case may be; provided, however, that, if the Company makes any payment of
principal of, premium, if any, or interest on any Defeased Securities following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Defeased Securities to receive such payment from
the money held by the Trustee or Paying Agent.


                                       32







                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Securities.

     Notwithstanding Section 9.02 hereof, the Company, the Guarantors, if any,
and the Trustee at any time and from time to time may amend this Indenture or
enter into one or more indentures supplemental hereto without the consent of any
Holder of a Security for any of the following purposes:

     (a) to cure any ambiguity, defect or inconsistency;

     (b) to provide for uncertificated Securities in addition to or in place of
certificated Securities in a manner that does not materially adversely affect
any Holder;

     (c) to provide for the assumption of the Company's or, if applicable, a
Guarantor's obligations to the Holders of the Securities or a series by a
successor pursuant to Article 5 or 11 hereof;

     (d) to make any change that would provide any additional rights or benefits
to the Holders or that does not adversely affect the legal rights hereunder of
any Holder;

     (e) to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA;

     (f) to add a Guarantor with respect to Securities of any series;

     (g) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 7.08 hereof;

     (h) to mortgage, pledge, hypothecate or grant a security interest in favor
of the Trustee for the benefit of the Holders of Securities of any series as
additional security for the payment and performance of the Company's or, if
applicable, a Guarantor's obligations herein in any property or assets;

     (i) to add to, change or eliminate any of the provisions of this Indenture
(which addition, change or elimination may apply to one or more series of
Securities), provided that, any such addition, change or elimination (A) shall
neither (i) apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision nor
(ii) modify the rights of the Holder of any such Security with respect to such
provision or (B) shall become effective only when there is no such outstanding
Security; or

     (j) to establish the form and terms of Securities of any series permitted
by Sections 2.01 and 2.03(a) hereof, respectively.

     Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee shall join with the Company and, if applicable, the Guarantors in
the execution of any amended or supplemental Indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements
and stipulations that may be


                                       33







therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Securities.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend this Indenture or the Securities of any series with the consent of the
Holders of at least a majority in principal amount of the Securities of such
series then outstanding voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, such
Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default
or Event of Default with respect to a particular series of Securities (other
than a Default or Event of Default in the payment of the principal of, premium,
if any, or interest on such Securities, except a payment default resulting from
an acceleration that has been rescinded) or compliance with any provision of
this Indenture or such Securities may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Securities of such
series voting as a single class (including consents obtained in connection with
a tender offer or exchange offer for, or purchase of, such Securities).

     Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Securities as aforesaid, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company and, if applicable, the Guarantors in the execution of
such amended or supplemental Indenture unless such amended or supplemental
Indenture directly affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such amended or supplemental
Indenture.

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

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of Securities affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof and except as
otherwise provided below in this Section 9.02, the Holders of a majority in
aggregate principal amount of the Securities of any series then outstanding
voting as a single class may waive compliance in a particular instance by the
Company with any provision of this Indenture or the Securities of such series.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Securities of such series
held by a non-consenting Holder):

     (a) change the Stated Maturity of, the principal of, or any installment of
principal or interest on, any such Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon redemption
thereof or reduce the amount of principal of or premium, if any, on any such
Discount Security that would be due and payable upon a declaration of
acceleration of maturity thereof pursuant to Section 6.02 hereof, or change the
place of payment where, or change the coin or currency in which, any principal
of, or any installment of interest on, any such Security is payable, or impair
the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof (or, in the case of redemption, on or after the
Redemption Date);


                                       34







     (b) reduce the percentage in principal amount of the outstanding Securities
of any series, the consent of whose Holders is required for any such amendment
or supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) with respect to the Securities of
such series provided for in this Indenture;

     (c) modify any of the provisions of this Section 9.02 or Section 6.04 or
6.07 hereof, except to increase the percentage of outstanding Securities of such
series required for such actions to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Security of a series affected thereby;

     (d) release any applicable Guarantor from any of its obligations under its
Security Guarantee or this Indenture, except in accordance with the terms of
this Indenture; or

     (e) change such other matters as may be specified pursuant to Section
2.03(a) hereof.

Section 9.03 Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Securities of any
series shall be set forth in a amended or supplemental Indenture that complies
with the TIA as then in effect.

Section 9.04 Revocation and Effect of Consents.

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

Section 9.05 Notation on or Exchange of Securities.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Security of a series thereafter authenticated. The
Company in exchange for all Securities of a series may issue and the Trustee
shall, upon receipt of a Company Order, authenticate new Securities of such
series that reflect the amendment, supplement or waiver. Failure to make the
appropriate notation or issue a new Security shall not affect the validity and
effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.


                                       35







Section 9.07 Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article 9, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby, except to the extent otherwise set forth thereon.

                                   ARTICLE 10.
                                  SINKING FUNDS

Section 10.01 Applicability of Article.

     The provisions of this Article 10 shall be applicable to any sinking fund
for the retirement of Securities of a series, except as otherwise specified as
contemplated by Section 2.03(a) hereof for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "Mandatory Sinking Fund
Payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "Optional Sinking
Fund Payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 10.02 hereof. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of the
Securities of such series.

Section 10.02 Satisfaction of Sinking Fund Payments with Securities.

     The Company (a) may deliver outstanding Securities of a series with the
same issue date, interest rate and Stated Maturity (other than any previously
called for redemption) and (b) may apply as a credit Securities of a series with
the same issue date, interest rate and Stated Maturity which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part
of any mandatory sinking fund payment with respect to the Securities of such
series with the same issue date, interest rate and Stated Maturity; provided,
that such Securities have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 10.03 Redemption of Securities for Sinking Fund.

     Not less than 60 days (or such shorter period as shall be acceptable to the
Trustee) prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 10.02
hereof and will also deliver to the Trustee any Securities to be so delivered.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.02 hereof and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.03 hereof. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 3.04 and 3.06 hereof.


                                       36







                                   ARTICLE 11.
                               SECURITY GUARANTEES

Section 11.01 Applicability of this Article.

     Except as otherwise specified as contemplated by Section 2.03(a) hereof,
the provisions of this Article 11 will be applicable to any series of Securities
which is to be guaranteed by one or more Guarantors.

Section 11.02 Guarantee

     Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of Securities of a
particular series as to which it is a Guarantor authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of this Indenture, the Securities of such series
or the obligations of the Company hereunder or thereunder, that: (a) the
principal of, premium, if any, and interest on the Securities of such series
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and premium,
if any, and interest on the Securities of such series, if any, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Securities of such series or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

     Subject to this Article 11, the Guarantors hereby, jointly and severally,
agree that their obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Securities of a series or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Securities of such series with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Security Guarantee shall not be discharged except by
complete performance of the obligations contained in the Securities of such
series and this Indenture.

     If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Security Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.

     Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Security Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided


                                       37







in Article 6 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this
Security Guarantee. The Guarantors shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Security Guarantee.

Section 11.03 Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Securities of a series, each
Holder, hereby confirms that it is the intention of all such parties that the
Security Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Security Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor shall be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Security Guarantee not constituting a fraudulent transfer or
conveyance.

Section 11.04 Release of Guarantors.

     The Security Guarantee of a Guarantor with respect to any series of
Securities will be released under the circumstances specified for such series of
Securities pursuant to Section 2.03(a) hereof.

                                   ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

     Except as otherwise contemplated by 2.03(a) hereof, this Indenture will
cease to be of further effect with respect to any series of Securities specified
by the Company, and the Trustee, at the expense of the Company, will execute
proper instruments acknowledging satisfaction and discharge of this Indenture as
to such series when:

     (a) either:

          (i) all Securities of such series that have been authenticated (except
     lost, stolen or destroyed Securities of such series that have been replaced
     or paid and Securities of such series for whose payment money has
     theretofore been deposited in trust and thereafter repaid to the Company)
     have been delivered to the Trustee for cancellation; or

          (ii) all Securities of such series that have not been delivered to the
     Trustee for cancellation have become due and payable by reason of the
     mailing of a notice of redemption or otherwise or will become due and
     payable within one year and the Company or, if applicable, any Guarantor
     has irrevocably deposited or caused to be deposited with the Trustee as
     trust funds in trust solely for the benefit of the Holders, cash,
     non-callable Government Securities, or a combination thereof, in such
     amounts as will be sufficient without consideration of any reinvestment of
     interest, to pay and discharge the entire indebtedness on the such
     Securities not delivered to the Trustee for cancellation for principal,
     premium, if any, and accrued interest to the date of maturity or
     redemption;


                                       38







     (b) the Company or, if applicable, any Guarantor has paid or caused to be
paid all sums payable by it under this Indenture; and

     (c) the Company or, if applicable, any Guarantor has delivered an Officers'
Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied or waived.

     Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (ii) of clause
(a) of this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof
shall survive.

Section 12.02 Application of Trust Money.

     Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Securities of a series and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 hereof by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations and, if applicable, any Guarantor's obligations under this
Indenture and the Securities of such series shall be revived and reinstated as
though no deposit had occurred pursuant to Section 11.01 hereof; provided that
if the Company has made any payment of principal of, premium, if any, or
interest on any Securities of such series because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
Securities of such series to receive such payment from the money or Government
Securities held by the Trustee or Paying Agent.

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties shall control. If any
provision of this Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or excluded, as the case may be.

Section 13.02 Notices.

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


                                       39







     If to the Company and/or any Guarantor:

     Omnicare, Inc.
     100 East RiverCenter Boulevard
     Covington, Kentucky  41011
     Telecopier No.: (859) 392-3360
     Attention: General Counsel

     With a copy to:

     Dewey Ballantine LLP
     1301 Avenue of the Americas
     New York, New York 10019
     Telecopier No.: (212) 259-6333
     Attention: Morton A. Pierce, Esq.

     If to the Trustee:

     [_____________]
     [_____________]
     [_____________]
     [_____________]
     Telecopier No.: [_____________]
     Attention: [_____________]

     The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

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

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

Section 13.03 Communication by Holders of Securities with Other Holders of
              Securities.

     Holders may communicate pursuant to TIA 'SS' 312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA 'SS' 312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied or waived; and


                                       40







     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied or waived.

Section 13.05 Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA 'SS' 314(a)(4)) shall comply with the provisions of TIA
'SS' 314(e) and shall include:

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

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

     (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied or waived; and

     (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied or waived.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an Officer of the Company may be based
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such Officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion or
representations is based are erroneous. Any such certificate or opinion of
counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 13.06 Rules by Trustee and Agents.

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


                                       41







Section 13.07 No Personal Liability of Directors, Officers, Employees and
              Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or such Guarantor under the Securities, the
Security Guarantees, this Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Securities.

Section 13.08 Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE SECURITIES, WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09 No Adverse Interpretation of Other Agreements.

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

Section 13.10 Successors.

     All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each applicable Guarantor in this Indenture
shall bind its successors, except as otherwise provided pursuant to Section
12.05 hereof.

Section 13.11 Severability.

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

Section 13.12 Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

Section 13.13 Table of Contents, Headings, etc.

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

                         [Signatures on following page]


                                       42







                                   SIGNATURES

Dated as of [__________]

                                         OMNICARE, INC.


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


Attest:


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


                                         [______________]


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


Attest


- --------------------------------
Authorized Signatory
Date:


                                       43







                                                                       EXHIBIT A

                               [Face of Security]
- --------------------------------------------------------------------------------

                                                              CUSIP ____________

                              [TITLE OF SECURITIES]

No. ___                                                            $____________

                                 OMNICARE, INC.

promises to pay to ______________________________________ or registered assigns,

the principal sum of __________________________________________________________

Interest Payment Dates [_________] and [__________], commencing on [__________]

Record Dates: [___________] and [____________]

Dated:  _______________, ____

                                         OMNICARE, INC.


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


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

This is one of the Securities referred to
in the within-mentioned Indenture:

[______________],
  as Trustee


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

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


                                      A-1







                               [Back of Security]

                              [TITLE OF SECURITIES]

[Insert the Global Security Legend, if applicable pursuant to the provisions of
this Indenture]

[Insert any legend required by the Internal Revenue Code and the regulations
thereunder]

     Capitalized terms used herein shall have the meanings assigned to them in
this Indenture referred to below unless otherwise indicated.

     1.   Interest.

     Omnicare, Inc., a Delaware corporation (herein the "Company" which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _____________________, or registered
assigns, the principal sum of _________ [Dollars] [if other than Dollars,
substitute other currency units] on ________, _____ [if the Security is to bear
interest prior to Stated Maturity, insert -- , and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for], [semiannually] [if other than semi-annual
interest at a fixed rate, insert frequency of payment and payment dates] on
_______ and _______ in each year, commencing ___________, and at the Stated
Maturity thereof, at [if the Security is to bear interest at a fixed rate,
insert -- the rate of __% per annum], [if the Security is to bear interest at a
rate determined with reference to one or more formula, refer to description
index below] until the principal hereof is paid or made available for payment]
[if applicable, insert -- , and (to the extent that the payment of such interest
shall be legally enforceable) at [if the Security is to bear interest at a fixed
rate, insert -- the rate of % per annum on any overdue principal and premium and
on any overdue installment of interest from the dates such amounts are due until
they are paid or made available for payment]. Interest shall be computed on the
basis of [a 360-day year of twelve 30-day months] [if another basis of
calculating interest is to be different, insert a description of such method.]

     2.   Method of Payment.

     The Company will pay interest on the Securities on each [__________] and
[__________] to the Persons who are registered Holders of the relevant
Securities at the close of business on the [__________] or [__________] next
preceding the Interest Payment Date, even if such Securities are canceled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.14 of this Indenture with respect to Defaulted Interest. The
Securities will be payable as to principal, premium, if any, and interest at the
office or agency of the Company maintained for such purpose in [__________], [if
applicable, insert --; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the list provided by the
Company to the Registrar and provided, further, that if this Security is a
Global Security, payment may be made pursuant to the applicable procedures of
the Depositary as permitted in said Indenture]. Such payment shall be in such
coin or currency of [the United States of America] [insert other currency or
currency unit, if applicable] as at the time of payment is legal tender for
payment of public and private debts.

     3.   Paying Agent and Registrar.

     Initially, the Trustee under this Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.


                                      A-2







     4.   Indenture.

     This Security is one of a duly authorized issue of Securities of the
Company issued and to be issued in one or more series under an Indenture, dated
as of ________, _____ (herein called the "Indenture"), between the Company and
_______________, as Trustee (herein called the "Trustee" which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The terms of the
Securities include those stated in this Indenture and those made part of this
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code 'SS' 77aaa-77bbbb). The Securities are subject to all such terms, and
Holders are referred to this Indenture and such Act for a statement of such
terms. To the extent any provision of this Security conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

     5.   Redemption.

     [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days notice by mail, [if applicable, insert --
(1) on _________ in any year commencing with the year _____ and ending with the
year _____ through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert -- on or after ________, _____], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): if redeemed [if applicable insert -- on or
before ________, ___%, and if redeemed] during the 12-month period beginning of
the ________ years indicated,

       Year         Redemption Price           Year            Redemption Price

and thereafter at a Redemption Price equal to ______% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days notice by mail, (1) on ________ in any
year commencing with the year _____ and ending with the year _____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ___________ of the years indicated,


                                                     Redemption Price for Redemption
            Redemption Price for Redemption      Otherwise Than Through Operation of the
  Year   Through Operation of the Sinking Fund                Sinking Fund
  ----   -------------------------------------   ---------------------------------------
                                           



                                      A-3







and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Date referred to on the face hereof, all as provided in the Indenture.]

     [If applicable, insert -- The sinking fund for this series provides for the
redemption on ________ in each year beginning with the year ____ and ending with
the year _____ of [if applicable, insert -- not less than $_____________
("mandatory sinking fund") and not more than] $___________ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [mandatory] sinking fund payments
may be credited against subsequent [if applicable, insert -- mandatory] sinking
fund payments otherwise required to be made [if applicable, insert -- in the
inverse order in which they become due].]

     [If applicable, insert -- The Securities are subject to redemption, as a
whole at any time or in part from time to time, at the sole election of the
Company, upon not less than 30 or more than 60 days notice by mail to the
Trustee at a Redemption Price equal to $____.]

     [If applicable, insert -- The Holder of this Security shall have the right
to require the Company to pay this Security in full on ____________, __ by
giving the Company or the Registrar written notice of the exercise of such right
not less than 30 or more than 60 days prior to such date.]

     [If the Security is subject to redemption, insert -- In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

     [If applicable, insert -- This Security is not subject to redemption prior
to maturity.]

     6.   Denominations, Transfer, Exchange.

     [If applicable, insert -- The Securities of this series are issuable only
in registered form without coupons in denominations of $___________ and any
integral multiple thereof.] As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same. A Holder may register the transfer or exchange of the Security as
provided in the Indenture and subject to certain limitations therein set forth.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.

     [If applicable, insert -- The Securities of this series will be represented
by one or more Global Securities registered in the name of ____________, (the
"Depositary"), or a nominee of the Depositary. So long as the Depositary, or its
nominee, is the registered holder and owner of this Global Security, the
Depositary or such nominee, as the case may be, will be considered the sole
owner and holder of the Securities for all purposes under the Indenture. The
Global Security may be transferred, in whole and not in part, only to the
Depositary or another nominee of the Depositary. The Depositary will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Securities represented by such Global Security to the accounts of
institutions that have accounts with the Depositary or its nominee
("participants"). Ownership of beneficial interests in a Global Security will be
shown on, and the transfer of those ownership interests will be effected
through, records maintained by the Depositary


                                      A-4







(with respect to participants' interests) and such participants (with respect to
the owners of beneficial interests in such Global Security).]

     [If applicable, insert -- The Securities represented by this Global
Security are exchangeable for Securities in permanent form of like tenor as such
Global Security in denominations of $1,000 and in any greater amount that is an
integral multiple thereof if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Security or if at
any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company in its discretion
at any time determines not to have all of the Securities of this series
represented by the Global Security and notifies the Trustee thereof, or (iii) an
Event of Default has occurred and is continuing with respect to the Securities.
Any Security that is exchangeable pursuant to the preceding sentence is
exchangeable only for Securities of this series.]

     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.

     7.   Persons Deemed Owners.

     The registered Holder of a Security may be treated as its owner for all
purposes.

     8.   Amendment, Supplement and Waiver.

     Subject to certain exceptions, this Indenture and the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the then outstanding Securities of each series affected
by such amendment or supplement and any existing default or compliance with any
provision may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities of each series affected by
such waiver. Without the consent of any Holder of a Securities of each series
affected by such amendment or supplement, this Indenture and the Securities may
be amended or supplemented to, among other things, (a) cure any ambiguity,
defect or inconsistency; (b) provide for uncertificated Securities in addition
to or in place of certificated Securities; (c) provide for the assumption of the
Company's obligations to Holders of the Securities in case of a merger or
consolidation; (d) to make any change that would provide any additional rights
or benefits to the Holders of Securities or that does not adversely affect the
legal rights under the Indenture of any Holder; (e) to comply with the
requirements of the SEC in order to effect or maintain the qualification of this
Indenture under the Trust Indenture Act; (f) to allow any Guarantor to execute a
supplemental indenture to this Indenture; (g) evidence or provide for acceptance
of appointment of a successor Trustee; (h) mortgage, hypothecate or grant a
security interest in favor of the Trustee for the benefit of the Holders of
Securities of any series as additional security for the payment and performance
of the Company's or, if applicable, the Guarantor's obligations herein in any
property or assets; or (i) add to, change or eliminate any of the provisions of
this Indenture (which addition, change or elimination may apply to one or more
series of Securities), provided that, any such addition, change or elimination
set forth in clause (i) above (A) shall neither (x) apply to any Security of any
series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (y) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such outstanding Security.

     9.   Defaults and Remedies.

     Events of Default include: (a) default for 30 days in the payment when due
of interest on the Securities; (b) default in payment when due of principal of
or premium, if any, on the Securities; (c)


                                      A-5







failure by the Company to comply with Section 5.01 of the Indenture; (d) failure
by the Company for 60 days to comply with certain other agreements in this
Indenture or the Securities; (e) certain events of bankruptcy or insolvency with
respect to the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary; and (f) except as permitted by the Indenture, any
applicable Security Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor or any Person acting on its behalf shall deny or
disaffirm its obligations under such Guarantor's Security Guarantee. If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Securities may declare all
the Securities to be due and payable. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or insolvency
involving the Company, all outstanding Securities will become due and payable
without further action or notice. Holders may not enforce this Indenture or the
Securities except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Securities may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Securities notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment
of principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the
Securities then outstanding by notice to the Trustee may on behalf of the
Holders of all of the Securities waive any existing Default or Event of Default
and its consequences under this Indenture except a continuing Default or Event
of Default in the payment of interest on, or the principal of, the Securities.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with this Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

     10.  Trustee Dealings with Company.

     The Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.

     11.  No Recourse Against Others.

     A director, officer, employee, incorporator or stockholder, of the Company,
as such, shall not have any liability for any obligations of the Company or the
Guarantors under the Securities or this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Securities.

     12.  [If applicable, insert - Guarantees.

     The payment by the Company of the principal of and interest on the Security
is fully and unconditionally guaranteed on a joint and several basis by each of
the Guarantors on the terms set forth in the Indenture.]

     13.  Authentication.

     This Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.

     14.  Abbreviations.


                                      A-6







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

     15.  CUSIP Numbers.

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

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

Omnicare, Inc.
100 East RiverCenter Boulevard
Covington, Kentucky  41011
Attention: General Counsel


                                     A-7







                                 ASSIGNMENT FORM

     To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to: ______________________________
                                                  (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Security on the books of the Company.  The agent may
substitute another to act for him.

Date: _______________

                              Your Signature:
                                              ----------------------------------
                                    (Sign  exactly  as your name  appears  on
                                    the face of this Security)


Signature Guarantee*:
                      -------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-8







           SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY*

     The following exchanges of a part of this Global Security for an interest
in another Global Security or for a Definitive Security, or exchanges of a part
of another Global Security or Definitive Security for an interest in this Global
Security, have been made:


                                                                    Principal Amount of
                                                                   this Global Security
                   Amount of decrease in   Amount of increase in      following such      Signature of authorized
                    Principal Amount of      Principal Amount of         decrease          officer of Trustee or
Date of Exchange   this Global Security     this Global Security       (or increase)        Security Custodian
- ----------------   ---------------------   ---------------------   --------------------   -----------------------
                                                                              


- ----------

*    This schedule should be included only if the Security is issued in global
     form.


                                      A-9

EX-4

                                                                     Exhibit 4.2

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

                                 OMNICARE, INC.

                          SUBORDINATED DEBT SECURITIES

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

                                    INDENTURE

                             Dated as of [_________]

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

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

                                   [_________]

                                     Trustee

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

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







                             CROSS-REFERENCE TABLE*

Trust Indenture
  Act Section                                                  Indenture Section
- ---------------                                                -----------------
310(a)(1)...................................................         7.10
   (a)(2)...................................................         7.10
   (a)(3)...................................................         N.A.
   (a)(4)...................................................         N.A.
   (a)(5)...................................................         7.10
   (b)......................................................         7.10
   (c)......................................................         N.A.
311(a)......................................................         7.11
   (b)......................................................         7.11
   (c)......................................................         N.A.
312(a)......................................................         2.07
   (b)......................................................         14.03
   (c)......................................................         14.03
313(a)......................................................         7.06
   (b)(1)...................................................         7.06
   (b)(2)...................................................         7.07
   (c)......................................................      7.06; 14.02
   (d)......................................................         7.06
314(a)......................................................      4.03; 14.02
   (b)......................................................         11.02
   (c)(1)...................................................         14.04
   (c)(2)...................................................         14.04
   (c)(3)...................................................         N.A.
   (d)......................................................         N.A.
   (e)......................................................         14.05
   (f)......................................................         N.A.
315(a)......................................................         7.01
   (b)......................................................      7.05, 14.02
   (c)......................................................         7.01
   (d)......................................................         7.01
   (e)......................................................         6.11
316(a) (last sentence)......................................         2.11
   (a)(1)(A)................................................         6.05
   (a)(1)(B)................................................         6.04
   (a)(2)...................................................         N.A.
   (b)......................................................         6.07
   (c)......................................................         2.14
317(a)(1)...................................................         6.08
   (a)(2)...................................................         6.09
   (b)......................................................         2.06
318(a)......................................................         14.01
   (b)......................................................         N.A.
   (c)......................................................         13.01

N.A. means not applicable.
*    This Cross Reference Table is not part of this Indenture.







                                TABLE OF CONTENTS



                                                                                                                     Page
                                                                                                                     ----
                                                                                                                   
                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01    Definitions............................................................................................1
Section 1.02    Other Definitions......................................................................................7
Section 1.03    Incorporation by Reference of Trust Indenture Act......................................................7
Section 1.04    Rules of Construction..................................................................................8

                                   ARTICLE 2.
                                 THE SECURITIES

Section 2.01    Form Generally.........................................................................................8
Section 2.02    Securities in Global Form..............................................................................9
Section 2.03    Title and Terms........................................................................................9
Section 2.04    Execution, Authentication, Delivery and Dating........................................................12
Section 2.05    Registrar and Paying Agent............................................................................13
Section 2.06    Paying Agent to Hold Money in Trust...................................................................13
Section 2.07    Holder Lists..........................................................................................13
Section 2.08    Registration, Registration of Transfer and Exchange...................................................14
Section 2.09    Replacement Securities................................................................................15
Section 2.10    Outstanding Securities................................................................................16
Section 2.11    Treasury Securities...................................................................................16
Section 2.12    Temporary Securities..................................................................................16
Section 2.13    Cancellation..........................................................................................17
Section 2.14    Payment of Interest...................................................................................17
Section 2.15    Persons Deemed Owners.................................................................................17
Section 2.16    Computation of Interest...............................................................................18
Section 2.17    CUSIP Numbers.........................................................................................18

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01    Right to Redeem; Notices to Trustee...................................................................18
Section 3.02    Selection of Securities to Be Redeemed................................................................18
Section 3.03    Notice of Redemption to Holders.......................................................................19
Section 3.04    Effect of Notice of Redemption........................................................................20
Section 3.05    Deposit of Redemption Price...........................................................................20
Section 3.06    Securities Redeemed in Part...........................................................................20

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01    Payment of Securities.................................................................................20
Section 4.02    Maintenance of Office or Agency.......................................................................20
Section 4.03    Reports...............................................................................................21
Section 4.04    Compliance Certificate................................................................................21



                                        i







                                                                                                                   
                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01    Merger, Consolidation, or Sale of Assets..............................................................22
Section 5.02    Successor Corporation Substituted.....................................................................22

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01    Events of Default.....................................................................................23
Section 6.02    Acceleration..........................................................................................24
Section 6.03    Other Remedies........................................................................................24
Section 6.04    Waiver of Past Defaults...............................................................................24
Section 6.05    Control by Majority...................................................................................25
Section 6.06    Limitation on Suits...................................................................................25
Section 6.07    Rights of Holders of Securities to Receive Payment and Convert........................................25
Section 6.08    Collection Suit by Trustee............................................................................25
Section 6.09    Trustee May File Proofs of Claim......................................................................26
Section 6.10    Priorities............................................................................................26
Section 6.11    Undertaking for Costs.................................................................................26

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01    Duties of Trustee.....................................................................................27
Section 7.02    Rights of Trustee.....................................................................................28
Section 7.03    Individual Rights of Trustee..........................................................................28
Section 7.04    Trustee's Disclaimer..................................................................................28
Section 7.05    Notice of Defaults....................................................................................28
Section 7.06    Reports by Trustee to Holders of the Securities.......................................................29
Section 7.07    Compensation and Indemnity............................................................................29
Section 7.08    Replacement of Trustee................................................................................30
Section 7.09    Successor Trustee by Merger, etc......................................................................31
Section 7.10    Eligibility; Disqualification.........................................................................31
Section 7.11    Preferential Collection of Claims Against Company.....................................................31

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance..............................................31
Section 8.02    Legal Defeasance and Discharge........................................................................31
Section 8.03    Covenant Defeasance...................................................................................32
Section 8.04    Conditions to Legal or Covenant Defeasance............................................................32
Section 8.05    Deposited Money and Government Securities to be Held in Trust;
                Other Miscellaneous Provisions........................................................................33
Section 8.06    Repayment to Company..................................................................................33
Section 8.07    Reinstatement.........................................................................................33




                                       ii







                                                                                                                   
                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Securities..............................................................34
Section 9.02    With Consent of Holders of Securities.................................................................35
Section 9.03    Compliance with Trust Indenture Act...................................................................36
Section 9.04    Revocation and Effect of Consents.....................................................................36
Section 9.05    Notation on or Exchange of Securities.................................................................36
Section 9.06    Trustee to Sign Amendments, etc.......................................................................36
Section 9.07    Effect of Supplemental Indentures.....................................................................37

                                   ARTICLE 10.
                                  SINKING FUNDS

Section 10.01   Applicability of Article..............................................................................37
Section 10.02   Satisfaction of Sinking Fund Payments with Securities.................................................37
Section 10.03   Redemption of Securities for Sinking Fund.............................................................37

                                   ARTICLE 11.
                                  SUBORDINATION

Section 11.01   Agreement to Subordinate..............................................................................38
Section 11.02   Liquidation; Dissolution; Bankruptcy..................................................................38
Section 11.03   Default on Designated Senior Debt.....................................................................38
Section 11.04   Acceleration of Securities............................................................................39
Section 11.05   When Distribution Must Be Paid Over...................................................................39
Section 11.06   Notice by Company.....................................................................................39
Section 11.07   Subrogation...........................................................................................39
Section 11.08   Relative Rights.......................................................................................40
Section 11.09   Subordination May Not Be Impaired by Company..........................................................40
Section 11.10   Distribution or Notice to Representative..............................................................40
Section 11.11   Rights of Trustee and Paying Agent....................................................................40
Section 11.12   Authorization to Effect Subordination.................................................................41

                                   ARTICLE 12.
                               SECURITY GUARANTEES

Section 12.01   Applicability of this Article.........................................................................41
Section 12.02   Guarantee.............................................................................................41
Section 12.03   Subordination of Security Guarantee...................................................................42
Section 12.04   Limitation on Guarantor Liability.....................................................................42
Section 12.05   Release of Guarantors.................................................................................42

                                   ARTICLE 13.
                           SATISFACTION AND DISCHARGE

Section 13.01   Satisfaction and Discharge............................................................................43
Section 13.02   Application of Trust Money............................................................................43




                                       iii







                                                                                                                   
                                   ARTICLE 14.
                                  MISCELLANEOUS

Section 14.01   Trust Indenture Act Controls..........................................................................44
Section 14.02   Notices...............................................................................................44
Section 14.03   Communication by Holders of Securities with Other Holders of Securities...............................45
Section 14.04   Certificate and Opinion as to Conditions Precedent....................................................45
Section 14.05   Statements Required in Certificate or Opinion.........................................................45
Section 14.06   Rules by Trustee and Agents...........................................................................46
Section 14.07   No Personal Liability of Directors, Officers, Employees and Stockholders..............................46
Section 14.08   Governing Law.........................................................................................46
Section 14.09   No Adverse Interpretation of Other Agreements.........................................................46
Section 14.10   Successors............................................................................................46
Section 14.11   Severability..........................................................................................47
Section 14.12   Counterpart Originals.................................................................................47
Section 14.13   Table of Contents, Headings, etc......................................................................47

                                    EXHIBITS

Exhibit A       FORM OF SECURITY




                                       iv







     INDENTURE dated as of [_______] between Omnicare, Inc., a Delaware
corporation (the "Company"), and [____________], as trustee (the "Trustee").

     The Company has duly authorized the execution and delivery of this
Indenture (as defined herein) to provide for the issuance from time to time of
its debentures, notes or other evidences of indebtedness (herein called the
"Securities") to be issued in one or more series as provided in this Indenture.

     For and in consideration of the premises and purchase of the Securities by
the Holders (as defined herein) thereof, it is mutually covenanted and agreed,
for the equal and ratable benefit of the Holders of the Securities of each
series thereof as follows:

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control",
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

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

     "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

     "Bearer Security" means any Security, including any interest coupons
appertaining thereto, that does not provide for the identification of the Holder
thereof.

     "Board of Directors" means the board of directors of the Company (or any
duly authorized committee thereof);

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "Business Day" means any day other than a Legal Holiday.

     "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

     "Capital Stock" means:

     (a)  in the case of a corporation, corporate stock;







     (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock;

     (c) in the case of a partnership or limited liability company, partnership
or membership interests (whether general or limited); and

     (d) any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.

     "Company" means Omnicare, Inc., and any and all successors thereto.

     "Company Order" means a written order signed in the name of the Company by
an Officer and delivered to the Trustee or, with respect to Sections 2.04, 2.08,
2.09, 2.12 and 9.05 any other employee of the Company named in an Officers'
Certificate delivered to the Trustee.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 14.02 hereof or such other address as to which the
Trustee may give notice to the Company.

     "Credit Agreement" means the credit agreement, dated ____________, among
the Company, _______, as syndication agent, the lenders party thereto, and
_____________ as administrative agent, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended (including, without limitation, as to
principal amount), modified, renewed, refunded, replaced or refinanced from time
to time (whether or not with the original agents or lenders and whether or not
contemplated under the original agreement relating thereto).

     "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

     "Depositary" means, with respect to the Securities issuable or issued in
whole or in part in global form, the Person specified pursuant to Section
2.03(a) hereof as the Depositary with respect to the Securities, and any and all
successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.

     "Designated Senior Debt" means

     (a) any Indebtedness outstanding under the Credit Agreement; and

     (b) after payment in full of all Obligations under the Credit Agreement,
any other Senior Debt permitted under this Indenture the principal amount of
which is $35.0 million or more and that has been designated by the Company as
"Designated Senior Debt."

     "Discount Security" means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.02 hereof.

     "Domestic Subsidiary" means any Restricted Subsidiary organized under the
laws of the United States or any state of the United States or the District of
Columbia.

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.


                                       2







     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of determination.

     "Global Security" or "Global Securities" means any Security or Securities,
as the case may be, in the form established pursuant to Section 2.02 evidencing
all or a part of a series of Securities issued to the Depositary of such series
or its nominee and registered in the name of such Depositary or nominee.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

     "Guarantor" means with respect to Securities of any series, any Domestic
Subsidiary who has guaranteed the Company's obligations under this Indenture and
with respect to such series of Securities pursuant to Article 12 hereof;
provided that upon the release and discharge of any Person from its Security
Guarantee in accordance with this Indenture, such Person shall cease to be a
Guarantor.

     "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements and (b) other agreements
or arrangements designed to protect such Person against fluctuations in interest
rates or foreign exchange rates.

     "Holder" means a Person in whose name a Security is registered.

     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

     (a) in respect of borrowed money;

     (b) evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof);

     (c) in respect of banker's acceptances;

     (d) representing Capital Lease Obligations;

     (e) representing the balance deferred and unpaid of the purchase price of
any property; or

     (f) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person, in each case
limited to the maximum amount of liability of the specified Person with respect


                                       3







to such Lien or Guarantee on the date in question. Notwithstanding anything in
the foregoing to the contrary, Indebtedness shall not include trade payables or
accrued expenses for property or services incurred in the ordinary course of
business.

     The amount of any Indebtedness issued with original issue discount will be
the accreted value of such Indebtedness.

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

     "Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

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

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

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

     "Officers' Certificate" means a certificate signed on behalf of the Company
or, if applicable, a Guarantor, by two Officers of the Company, one of whom must
be the principal executive officer, the principal financial officer, the
treasurer or the principal accounting officer of the Company, that meets the
requirements of Section 14.05 hereof.

     "Opinion of Counsel" means, as to the Company or, if applicable, a
Guarantor, an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 14.05 hereof. The counsel may be
an employee of or counsel to the Company, any Subsidiary of the Company or the
Trustee.

     "Permitted Junior Securities" means Equity Interests in the Company or any
Guarantor or debt securities that are subordinated to all Senior Debt and any
debt securities issued in exchange for Senior Debt to substantially the same
extent as, or to a greater extent than, the Securities of a series and the
related Security Guarantees, if any, are subordinated to Senior Debt pursuant to
this Indenture.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.


                                       4







     "Redemption Date," when used with respect to any Security to be redeemed,
shall mean the date specified for redemption of such Security in accordance with
the terms of such Security and this Indenture.

     "Redemption Price," when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Registered Security" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.01 hereof which is
registered on the books of the Registrar.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Registered Securities of any series means the date specified for that
purpose as contemplated by Section 2.03(a) hereof.

     "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     "Restricted Subsidiary" means any direct or indirect Subsidiary of the
Company other than an Unrestricted Subsidiary.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Security Guarantee" means, with respect to the Securities of any series,
the Guarantee with respect to the Securities of such series by each Guarantor
pursuant to Article 12 hereof and a supplemental indenture.

     "Securities" has the meaning assigned to it in the preamble to this
Indenture.

     "Senior Debt" of the Company or a Guarantor, as the case may be, means,
with respect to the Securities of any series and any applicable Security
Guarantee thereof (except as otherwise specified as contemplated by Section
2.03(a) hereof):

     (a) all obligations of the Company or any Guarantor, as the case may be,
related to the Credit Agreement, whether for principal, premium, if any,
interest, including interest accruing after the filing of, or which would have
accrued but for the filing of, a petition by or against the Company or such
Guarantor under applicable bankruptcy laws, whether or not such interest is
lawfully allowed as a claim after such filing, and all other amounts payable in
connection therewith, including, without limitation, any fees, premiums,
penalties, expenses, reimbursements, indemnities, damages and other liabilities;
and

     (b) the principal of, premium, if any, and interest on all other
Indebtedness of the Company or any Guarantor, as the case may be, other than the
Securities, and all Hedging Obligations, in each case whether outstanding on the
date of this Indenture or thereafter created, incurred or assumed, unless, in
the case of any particular Indebtedness or Hedging Obligation, the instrument
creating or evidencing the


                                       5







Indebtedness or Hedging Obligation expressly provides that such Indebtedness or
Hedging Obligation shall not be senior in right of payment to the Securities.

     Notwithstanding the foregoing, "Senior Debt" does not include:

     (a) Indebtedness evidenced by the Securities and the Security Guarantees;

     (b) Indebtedness of the Company or any applicable Guarantor that is
expressly subordinated in right of payment to any Senior Debt of the Company or
such Guarantor or the Securities or the applicable Security Guarantee;

     (c) Indebtedness of the Company or any applicable Guarantor that by
operation of law is subordinate to any general unsecured obligations of the
Company or such Guarantor;

     (d) Indebtedness of the Company or any applicable Guarantor to the extent
incurred in violation of any covenant prohibiting the incurrence of Indebtedness
applicable to the Securities of such series or the Security Guarantee thereof;

     (e) any liability for federal, state or local taxes or other taxes, owed or
owing by the Company or any applicable Guarantor;

     (f) accounts payable or other liabilities owed or owing by the Company or
any applicable Guarantor to trade creditors, including guarantees thereof or
instruments evidencing such liabilities;

     (g) amounts owed by the Company or any applicable Guarantor for
compensation to employees or for services rendered to the Company or such
Guarantor;

     (h) Indebtedness of the Company or any applicable Guarantor to any
Restricted Subsidiary or any other Affiliate of the Company or such Guarantor;

     (i) Capital Stock of the Company or any applicable Guarantor;

     (j) Indebtedness which when incurred and without respect to any election
under Section 1111(b) of Title 11 of the U.S. Code is without recourse to the
Company or any Restricted Subsidiary; and

     (k) other Indebtedness identified for any series of Securities pursuant to
Section 2.03(a) hereof.

     "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

     "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of any issue means a date fixed by the Trustee pursuant to
Section 2.14 hereof.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.


                                       6







     "Subsidiary" means, (a) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or
controlled, directly or indirectly, by the Company and/or by one or more of its
Restricted Subsidiaries, or (b) any partnership, limited liability company,
association, joint venture or similar business organization more than 50% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

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

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

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary:

     (a) has no Indebtedness other than Indebtedness that is without recourse to
the Company or its Restricted Subsidiaries;

     (b) is not party to any agreement, contract, arrangement or understanding
with the Company or any Restricted Subsidiary unless the terms of any such
agreement, contract, arrangement or understanding are not materially less
favorable to the Company or such Restricted Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company;

     (c) is a Person with respect to which neither the Company nor any of its
Restricted Subsidiaries has any (a) continuing direct or indirect obligation to
subscribe for additional Equity Interests or (b) direct or indirect obligation
to maintain or preserve such Person's financial condition or to cause such
Person to achieve any specified levels of operating results; and

     (d) has not guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any of its Restricted
Subsidiaries.

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

Section 1.02 Other Definitions.

                                                              Defined in
Term                                                           Section
- ----                                                          ----------
"Bankruptcy Law" ..........................................      4.01
"Covenant Defeasance"......................................      8.03
"Defaulted Interest".......................................      2.14
"Designated Senior Debt"...................................      10.2
"Event of Default".........................................      6.01
"Legal Defeasance".........................................      8.02
"Paying Agent".............................................      2.05
"Registrar"................................................      2.05

Section 1.03 Incorporation by Reference of Trust Indenture Act.

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


                                       7







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

     "indenture securities" means the Securities;

     "indenture security Holder" means a Holder of a Security;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

     "obligor" on the Securities and the Security Guarantees means the Company
and the Guarantors, respectively, and any successor obligor upon the Securities
and the Security Guarantees, respectively.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.

Section 1.04 Rules of Construction.

     Unless the context otherwise requires:

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

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

     (c) "or" is not exclusive;

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

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

     (f) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted
by the SEC from time to time.

                                   ARTICLE 2.
                                 THE SECURITIES

Section 2.01 Form Generally

     The Securities of each series shall be substantially in the form of Exhibit
A hereto or in such other form as shall be established by delivery to the
Trustee of an Officers' Certificate or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
Officers executing such Securities as evidenced by their execution of the
Securities.

     The permanent Securities shall be printed, lithographed, engraved or cord
processed or produced by any combination of these methods or may be produced in
any other manner, provided that such method is permitted by the rules of any
securities exchange on which such Securities may be listed, all as determined by
the Officers executing such Securities as evidenced by their execution of such
Securities.


                                       8







Section 2.02 Securities in Global Form.

     If Securities of a series are issuable as a Global Security, as specified
as contemplated by Section 2.03(a) hereof, then, notwithstanding clause (9) of
Section 2.03(a) hereof and the provisions of Section 2.03(b) hereof, any such
Global Security shall represent such of the outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the
aggregate principal amount of outstanding Securities from time to time endorsed
thereon or otherwise notated on the books and records of the Registrar and that
the aggregate principal amount of outstanding Securities represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Security to reflect the aggregate
principal amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by the Holder thereof as required by Section 2.08
hereof.

     Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form. Permanent Global Securities will be issued
in definitive form.

     The provisions of the last sentence of Section 2.04 hereof shall apply to
any Security represented by a Global Security if such Security was never issued
and sold by the Company, and the Company delivers to the Trustee the Security in
global form together with written instructions (which need not comply with
Section 14.04 or 14.05 hereof and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of Section 2.04 hereof.

     Notwithstanding the provisions of Sections 2.02 and 2.14 hereof, unless
otherwise specified as contemplated by Section 2.03(a) hereof, payment of
principal of and any interest on any Global Security shall be made to the person
or persons specified therein.

     None of the Company, the Guarantor, if any, the Trustee of such series of
Securities, any Paying Agent or Registrar will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

Section 2.03 Title and Terms.

     (a) The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series. There shall be established and, subject to Section 2.04
hereof, set forth, or determined in the manner provided, in an Officers'
Certificate or established in one or more indentures supplemental hereto, prior
to the issuances of Securities of any series, any or all of the following, as
applicable:

     (1) the title and series designation of the Securities of the series (which
     shall distinguish the Securities of the series from all other Securities);

     (2) any limit upon the aggregate principal amount of the Securities of the
     series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of,
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Sections 2.08, 2.09, 2.12, 3.06, 9.05 or 10.03 hereof
     and except for any Securities which, pursuant to Section 2.04 hereof, are
     deemed never to have been authenticated and delivered hereunder);

     (3) the price or prices at which the Securities of the series will be
     issued;


                                       9







     (4) if the Securities of the series will be guaranteed and the terms of any
     such Security Guarantees;

     (5) the date or dates on which the principal amount and premium, if any, of
     the Securities of the series is payable;

     (6) the interest rate or rates or the method for calculating the interest
     rate, which may be fixed or variable, of the Securities of the series, the
     date or dates from which any such interest shall accrue and the Interest
     Payment Dates on which such interest shall be payable, subject to the
     right, if any, of the Company to defer or extend an Interest Payment Date
     and the duration of such deferral or extension;

     (7) the place or places where, subject to the provisions of Section 4.02
     hereof, the principal of, premium, if any, and interest on Securities of
     the series will be payable and where any Securities of the series may be
     surrendered for registration of transfer, Securities of the series may be
     surrendered for exchange and notices and demands to or upon the Company in
     respect of the Securities of the series and this Indenture may be served;

     (8) the right, if any, to redeem the Securities of the series and the terms
     and conditions upon which Securities of the series may be redeemed, in
     whole or in part;

     (9) any mandatory or optional sinking fund or analogous provisions;

     (10) whether the Securities of the series will be secured and any
     provisions relating to the security provided;

     (11) if and the terms and conditions upon which the Securities of the
     series may or must be converted into securities of the Company or exchanged
     for securities of the Company or another enterprise;

     (12) if other than the principal amount thereof, the portion of the
     principal amount of any Securities of the series which shall be payable
     upon declaration of acceleration of the maturity thereof pursuant to
     Section 6.02 hereof;

     (13) whether the Securities of the series, in whole or any specified part,
     shall not be defeasible pursuant to Section 8.04 or 8.05 hereof or both
     such Sections and, if other than by an Officers' Certificate, the manner in
     which any election by the Company to defease such Securities shall be
     evidenced;

     (14) any addition to or change in the Events of Default which apply to any
     Securities of the series and any change in the right of the Trustee or the
     requisite Holders of such Securities to declare the principal amount
     thereof due and payable pursuant to Section 6.02 hereof;

     (15) if other than U.S. dollars, the currency or currencies in which
     payment of the principal of, premium, if any, and interest on the
     Securities of the series shall be payable and whether the Securities of the
     series may be satisfied and discharged other than as provided in Article 8
     hereof;

     (16) any terms applicable to Original Issue Discount, if any, (as that term
     is defined in the Internal Revenue Code of 1986 and the Regulations
     thereunder) including the rate or rates at which such Original Issue
     Discount, if any, shall accrue;


                                       10







     (17) if the Securities of the series may be issued or delivered (whether
     upon original issuance or upon exchange of a temporary Security of such
     series or otherwise), or any installment of principal of, or any premium or
     interest is payable, only upon receipt of certain certificates or other
     documents or satisfaction of other conditions in addition to those
     specified in this Indenture, the form and terms of such certificates,
     documents or conditions;

     (18) whether the Securities of the series may be represented initially by a
     Security in temporary or permanent global form and, if so, the Depositary
     with respect to any such temporary or permanent Global Security, and if
     other than as provided in Section 2.08 or 2.12 hereof, as applicable,
     whether and the circumstances under which beneficial owners of interests in
     any such temporary or permanent Global Security may exchange such interests
     for Securities of such series and of like tenor of any authorized form and
     denomination;

     (19) whether Securities of the series are to be issued as Registered
     Securities, Bearer Securities or both, the terms and conditions relating to
     the applicable form, including, but not limited to, tax compliance,
     registration and transfer procedures and, if in registered form, the
     denominations in which any Registered Securities of the series will be
     issuable if other than denominations of $1,000 and any integral multiple
     thereof and if in bearer form, the denominations in which any Bearer
     Securities will be issuable;

     (20) any special United States federal income tax considerations applicable
     to the Securities of the series;

     (21) any addition to or change in the covenants set forth in Article 4
     hereof which apply to Securities of the series;

     (22) whether the subordination provisions of Article 11 hereof apply to the
     Securities of the series or any different subordination provisions,
     including a different definition of "Senior Debt," apply to the Securities
     of the series; and

     (23) any other terms of the Securities of the series (which terms shall not
     be inconsistent with the provisions of this Indenture, except as permitted
     by Section 9.01(i) hereof).

     All Securities of any one series shall be substantially identical except as
to denomination and the rate or rates of interest, if any, and Stated Maturity,
the date from which interest, if any, shall accrue and except as may otherwise
be provided in or pursuant to an Officers' Certificate pursuant to this Section
2.03(a) or in any indenture supplemental hereto.

     All Securities of any one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened for issuances of additional
Securities of such series or for the establishment of additional terms with
respect to the Securities of such series.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of any appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

     (b) Unless otherwise provided as contemplated by Section 2.03(a) hereof
with respect to any series of Securities, the Securities of such series shall be
issuable in denominations of $1,000 or integral multiples thereof.


                                       11







Section 2.04 Execution, Authentication, Delivery and Dating.

     Two Officers shall sign the Securities for the Company by manual or
facsimile signature. If an Officer whose signature is on a Security no longer
holds that office at the time a Security is authenticated, the Security shall
nevertheless be valid.

     A Security shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Security has
been authenticated under this Indenture.

     At any time and from time to time after the execution and delivery of this
Indenture (and subject to delivery of an Officers' Certificate or a supplemental
indenture as set forth in Section 2.03(a) hereof with respect to the initial
issuance of Securities of any series), the Company may deliver Securities of any
series executed by the Company to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Securities; and the
Trustee in accordance with such Company Order shall authenticate and deliver
such Securities. If the forms or terms of the Securities of the series have been
established in or pursuant to one or more Officers' Certificates as permitted by
Sections 2.01 and 2.03(a) hereof, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating:

     (a) that the form or forms and terms of such Securities have been duly
authorized by the Company and established in conformity with the provisions of
this Indenture; and

     (b) that such Securities when authenticated and delivered by the Trustee or
its authenticating agent and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute legal,
valid and binding obligations of the Company, enforceable in accordance with
their terms, subject to customary exceptions.

     Notwithstanding the provisions of Section 2.03(a) hereof and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 2.03(a) hereof and the
Opinion of Counsel required by the preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. The Trustee's certificate of authentication shall be in substantially
the following form:

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

                                             [______________________],
                                             as Trustee


                                             By:


                                       12







                                                Authorized Officer

     Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 2.13 hereof together with a written statement (which need
not comply with Section 14.04 or 14.05 hereof and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

Section 2.05 Registrar and Paying Agent.

     The Company shall maintain, with respect to each series of Securities, an
office or agency where such Securities may be presented for registration of
transfer or for exchange ("Registrar") and an office or agency where Securities
may be presented for payment ("Paying Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The
term "Registrar" includes any co-registrar and the term "Paying Agent" includes
any additional paying agent. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture. If
the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent.

Section 2.06 Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
of Securities of any series or the Trustee all money held by the Paying Agent
for the payment of principal, premium, if any, or interest on such series of
Securities, and will notify the Trustee of any default by the Company in making
any such payment. While any such default continues, the Trustee may require a
Paying Agent to pay all money held by it to the Trustee. The Company at any time
may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities.

Section 2.07 Holder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders of each series of Securities and shall otherwise comply with TIA
'SS'312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of such series of Securities and the Company shall
otherwise comply with TIA 'SS'312(a).


                                       13







Section 2.08 Registration, Registration of Transfer and Exchange.

     Upon surrender for registration of transfer of any Securities of a series
at an office or agency of the Company designated pursuant to Section 4.02 hereof
for such purpose, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one or
more new Securities of the same series of any authorized denominations, of a
like aggregate principal amount. The Company shall not charge a service charge
for any registration of transfer or exchange, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the transfer or exchange of the
Securities from the Holder requesting such transfer or exchange (other than any
exchange of a temporary Security for a permanent Security not involving any
change in ownership or any exchange pursuant to Section 2.12, 3.06, 9.05 or 10.3
hereof, not involving any transfer).

     Notwithstanding any other provisions (other than the provisions set forth
in the sixth and seventh paragraphs) of this Section 2.08, a Security in global
form representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.

     At the option of the Holder of Securities of any series, Securities of such
series may be exchanged for other Securities of the same series of any
authorized denomination or denominations of a like aggregate principal amount
and tenor, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof, if
the Securities of any series shall have been issued in the form of one or more
Global Securities, such series of Securities in global form will be exchanged
for Securities of such series in permanent form if (i) the Depositary for the
Securities of such series notifies the Company that it is unwilling or unable to
continue as Depositary for the Securities of such series and a successor
Depositary for the Securities of such series is not appointed by the Company
within 120 days after the Company receives such notice, (ii) the Company in its
sole discretion determines that the Securities of such series shall no longer be
represented by such Global Security or Securities or (iii) an Event of Default
with respect to the Securities of such series shall have occurred and be
continuing. In any such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of permanent
Securities of such series, will authenticate and deliver Securities of such
series in permanent form and in an aggregate principal amount equal to the
principal amount of the Security or Securities in global form representing such
series in exchange for such Security or Securities in global form.

     Notwithstanding the foregoing, except as otherwise specified in the
preceding paragraph or as contemplated by Section 2.03(a) hereof, any Global
Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a Global Security are entitled to exchange
such interests for permanent Securities of such series and of like principal
amount and tenor but of another authorized form and denomination, as specified
as contemplated by Section 2.03(a) hereof, then without unnecessary delay but in
any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee permanent Securities in
aggregate principal amount equal to the principal amount of such Global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such Global Security shall be surrendered by the
Depositary with respect thereto to the Trustee, as the Company's agent for such
purpose, to be exchanged,


                                       14







in whole or from time to time in part, for permanent Securities without charge
and the Trustee shall authenticate and deliver, in exchange for each portion of
such Global Security, an equal aggregate principal amount of permanent
Securities of the same series of authorized denominations and of like tenor as
the portion of such Global Security to be exchanged which shall be in the form
of Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that notwithstanding the last
paragraph of this Section 2.08 hereof, no such exchanges may occur during a
period beginning at the opening of business 15 days before any selection of
Securities of that series to be redeemed and ending on the relevant Redemption
Date. If a Registered Security is issued in exchange for any portion of a Global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest (as defined herein),
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such Global Security is payable in
accordance with the provisions of this Indenture.

     Upon the exchange of a Security in global form for Securities in permanent
form, such Security in global form shall be cancelled by the Trustee. All
cancelled Securities held by the Trustee shall be destroyed by the Trustee and a
certificate of their destruction delivered to the Company unless the Company
directs, by Company Order, that the Trustee shall cancel Securities and deliver
a certificate of destruction to the Company. Securities issued in exchange for a
Security in global form pursuant to this Section 2.08 hereof shall be registered
in such names and in such authorized denominations as the Depositary for such
Security in global form, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee in writing. The Trustee
shall deliver such Securities as instructed in writing by the Depositary.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

     Every Security presented or surrendered for registration of transfer or for
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed, by
the Holder thereof or his attorney duly authorized in writing.

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Securities of any series during a period beginning at the opening
of 15 Business Days before any selection of Securities of such series to be
redeemed and ending at the close of business on the day of the mailing of the
relevant notice of redemption or (ii) to register the transfer of or exchange
any Security of any series so selected for redemption, in whole or in part,
except the unredeemed portion of any Security being redeemed in part.

Section 2.09 Replacement Securities.

     If any mutilated Security is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Security, the Company shall issue and the Trustee, upon receipt of
a Company Order, shall authenticate a replacement Security if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the


                                       15







Trustee, any Agent and any authenticating agent from any loss that any of them
may suffer if a Security is replaced. The Company may charge for its expenses in
replacing a Security.

     Every replacement Security is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Securities duly issued hereunder.

Section 2.10 Outstanding Securities.

     The Securities of any series outstanding at any time are all the Securities
of such series authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation, those reductions in the interest in a
Global Security effected by the Trustee in accordance with the provisions
hereof, and those described in this Section as not outstanding. Except as set
forth in Section 2.11 hereof, a Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security. Subject
to the foregoing, only Securities outstanding at the time of such determination
shall be considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9 hereof). In addition, in determining
whether the Holders of the requisite principal amount of outstanding Securities
have given or concurred in any request, demand, authorization, direction,
notice, consent or waiver hereunder, (i) the principal amount of a Discount
Security that shall be deemed to be outstanding shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the maturity thereof pursuant to Section 6.02
hereof and (ii) the principal amount of a Security denominated in a foreign
currency or currencies shall be the dollar equivalent, as determined on the date
of original issuance of such Security, of the principal amount (or, in the case
of a Discount Security, the dollar equivalent on the date of original issuance
of such Security of the amount determined as provided in (i) above) of such
Security.

     If a Security is replaced pursuant to Section 2.09 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     If the principal amount of any Security is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Securities payable on that date, then on and after that date such
Securities shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.11 Treasury Securities.

     In determining whether the Holders of the required principal amount of
Securities of any series have concurred in any direction, waiver or consent,
Securities of such series owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities of that series
that the Trustee knows are so owned shall be so disregarded.

Section 2.12 Temporary Securities.

     Until certificates representing Securities of any series are ready for
delivery, the Company may prepare and the Trustee, upon receipt of a Company
Order, shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of certificated Securities but may have variations
that the Company considers appropriate for temporary Securities and as shall be
reasonably acceptable to


                                       16







the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Securities of the same series in exchange
for temporary Securities.

     Holders of temporary Securities of any series shall be entitled to all of
the benefits of this Indenture as permanent Securities of the same series.

Section 2.13 Cancellation.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy canceled Securities (subject to the record retention requirement
of the Exchange Act). Certification of the destruction of all canceled
Securities shall be delivered to the Company. The Company may not issue new
Securities to replace Securities that it has paid or that have been delivered to
the Trustee for cancellation.

Section 2.14 Payment of Interest.

     Unless otherwise provided as contemplated by Section 2.03(a) hereof with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the person in whose name that Security (or one or more predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

     If the Company defaults in a payment of interest on the Securities of any
series which is payable ("Defaulted Interest"), it shall pay the Defaulted
Interest in any lawful manner plus, to the extent lawful, interest payable on
the Defaulted Interest, to the Persons who are Holders of the series on a
subsequent Special Record Date, in each case at the rate provided in the
Securities of that series and in Section 4.01 hereof. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each Securities of a series and the date of the proposed payment. The Company
shall fix or cause to be fixed each such Special Record Date and payment date,
provided that no such Special Record Date shall be less than 10 days prior to
the related payment date for such Defaulted Interest. At least 15 days before
the Special Record Date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders of the series a notice that states the Special
Record Date, the related payment date and the amount of such interest to be
paid.

     Subject to the foregoing provisions of this Section 2.14 and Section 2.08
hereof, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

Section 2.15 Persons Deemed Owners.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and (except as otherwise
specified as contemplated by Section 2.03(a) hereof and subject to Sections 2.08
and 2.14 hereof) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.


                                       17







     None of the Company, the Trustee, any Paying Agent or the Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of a Security in
global form or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

Section 2.16 Computation of Interest.

     Except as otherwise specified as contemplated by Section 2.03(a) hereof for
Securities of any series, (i) interest on any Securities which bear interest at
a fixed rate shall be computed on the basis of a 360-day year comprised of
twelve 30-day months and (ii) interest on any Securities which bear interest at
a variable rate shall be computed on the basis of the actual number of days in
an interest period divided by 360.

Section 2.17 CUSIP Numbers.

     The Company, in issuing the Securities, may use "CUSIP" numbers (if then
generally in use) and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities of a series or as contained in any notice of
a redemption and that reliance may be placed only on the other identification
numbers printed on the Securities of such series, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01 Right to Redeem; Notices to Trustee.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 2.03(a) hereof for Securities of any
series) in accordance with this Article 3. If the Company elects to redeem
Securities of any series, it shall furnish to the Trustee, at least 35 days (or
such shorter period as may be acceptable to the Trustee) but not more than 75
days before a redemption date, an Officers' Certificate setting forth (i) the
clause of this Indenture pursuant to which the redemption shall occur, (ii) the
Redemption Date, (iii) the principal amount of Securities of such series to be
redeemed, (iv) any other information necessary to identify the Securities of
such series to be redeemed and (v) the Redemption Price.

Section 3.02 Selection of Securities to Be Redeemed.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof with
respect to any series of Securities, if less than all of the Securities of a
series are to be redeemed or purchased in an offer to purchase at any time, the
Trustee will select the Securities to be redeemed or purchased among the Holders
of the Securities of that Series in compliance with the requirements of the
principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, on a pro rata basis, by lot or
in accordance with any other method the Trustee considers fair and appropriate.
In the event of partial redemption by lot, the particular Securities to be
redeemed shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Securities not previously called for redemption.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Security selected for partial
redemption, the principal amount thereof to be redeemed. Unless otherwise
specified as contemplated by Section 2.03(a) hereof, Securities and


                                       18







portions of Securities selected will be in amounts of $1,000 or whole multiples
of $1,000. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption.

Section 3.03 Notice of Redemption to Holders.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof with
respect to any series of Securities, at least 30 days but not more than 60 days
before a Redemption Date, the Company shall mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder whose Securities are to be
redeemed at its registered address.

     The notice shall identify the Securities to be redeemed and shall state:

     (a) the Redemption Date;

     (b) the Redemption Price;

     (c) if less than all the outstanding Securities of any series are to be
redeemed, the identification (and in the case of partial redemption, the
principal amount) of the particular Security to be redeemed;

     (d) that, after the Redemption Date upon surrender of such Security, a new
Security or Securities in principal amount equal to the unredeemed portion shall
be issued upon cancellation of the original Security;

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

     (f) that Securities called for redemption must be surrendered to the Paying
Agent to collect the Redemption Price;

     (g) that, unless the Company defaults in making such redemption payment,
interest, if any, on Securities called for redemption ceases to accrue on and
after the Redemption Date;

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

     (i) that the redemption is for a sinking fund, if such is the case; and

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

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days prior to the Redemption
Date (or such shorter period as may be acceptable to the Trustee), an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

     Notwithstanding the foregoing, a redemption notice may be mailed more than
60 days prior to the Redemption Date if the notice is issued in connection with
a defeasance of the Securities or satisfaction and discharge of this Indenture.


                                       19







Section 3.04 Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Securities called for redemption become irrevocably due and payable on the
Redemption Date at the Redemption Price. A notice of redemption may not be
conditional.

Section 3.05 Deposit of Redemption Price.

     Prior to 12:00 noon (Eastern Standard Time) on the Redemption Date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient
to pay the Redemption Price of and accrued interest on all Securities of a
series to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
Redemption Price of, and accrued interest on, all Securities to be redeemed.

     If the Company complies with the provisions of the preceding paragraph, on
and after the Redemption Date, interest shall cease to accrue on the Securities
or the portions of Securities called for redemption. If a Security is redeemed
on or after a Regular Record Date but on or prior to the related Interest
Payment Date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Security was registered at the close of business on such
Regular Record Date. If any Security called for redemption shall not be so paid
upon surrender for redemption because of the failure of the Company to comply
with the preceding paragraph, interest shall be paid on the unpaid principal
from the Redemption Date until such principal is paid, and to the extent lawful
on any interest not paid on such unpaid principal, in each case at the rate
provided in the Securities and in Section 4.01 hereof.

Section 3.06 Securities Redeemed in Part.

     Upon surrender of a Security that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Security equal in principal
amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01 Payment of Securities.

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Securities on the dates and in the manner provided in
the Securities. Principal, premium, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than the Company or a
Subsidiary thereof, holds as of 10:00 a.m. Eastern Standard Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due.

Section 4.02 Maintenance of Office or Agency.

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


                                       20







presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

     The Company also may from time to time designate one or more other offices
or agencies where the Securities of a series may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
place of payment for Securities of any series for such purposes. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

     With respect to any Global Security, and except as otherwise may be
specified for such Global Security as contemplated by Section 2.03(a) hereof,
the Corporate Trust Office for the Trustee shall be the place of payment where
such Global Security may be presented or surrendered for payment or for
registration of transfer or exchange, or where successor Securities may be
delivered in exchange therefore, provided, however, that any such payment,
presentation, surrender or delivery effected pursuant to the procedures of the
Depositary for such Global Security shall be deemed to have been effected at the
place of payment for such Global Security in accordance with the provisions of
this Indenture.

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.04 hereof.

Section 4.03 Reports.

     Whether or not required by the rules and regulations of the SEC, so long as
any Securities of any series are outstanding, the Company shall furnish to the
Holders of such series of Securities (i) all quarterly and annual financial
information that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Company were required to file such forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report thereon
by the Company's certified independent accountants and (ii) all current reports
that would be required to be filed with the SEC on Form 8-K if the Company were
required to file such reports, in each case, within the time periods specified
in the SEC's rules and regulations. In addition, whether or not required by the
rules and regulations of the SEC, the Company shall file a copy of all such
information and reports with the SEC for public availability within the time
periods specified in the SEC's rules and regulations (unless the SEC will not
accept such a filing) and make such information available to securities analysts
and prospective investors upon request. The Company shall at all times comply
with TIA 'SS'314(a).

Section 4.04 Compliance Certificate.

     (a) The Company and each Guarantor, if any, (to the extent that such
Guarantor is so required under the TIA) shall deliver to the Trustee, within 120
days after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest,


                                       21







if any, on the Securities is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of Assets.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof, the
Company shall not, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not the Company is the surviving corporation); or (2)
sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company and its Restricted Subsidiaries taken
as a whole, in one or more related transactions, to another Person; unless:

     (a) either: (i) the Company is the surviving corporation; or (ii) the
     Person formed by or surviving any such consolidation or merger (if other
     than the Company) or to which such sale, assignment, transfer, conveyance
     or other disposition has been made is a corporation organized or existing
     under the laws of the United States, any state of the United States or the
     District of Columbia; or

     (b) the Person formed by or surviving any such consolidation or merger (if
     other than the Company) or the Person to which such sale, assignment,
     transfer, conveyance or other disposition has been made assumes all the
     obligations of the Company under the Securities and this Indenture pursuant
     to a supplemental indenture reasonably satisfactory to the Trustee.

     In addition, the Company may not, directly or indirectly, lease all or
substantially all of the properties or assets of the Company and its Restricted
Subsidiaries, taken as a whole, in one or more related transactions, to any
other Person. This Section 5.01 will not apply to a sale, assignment, transfer,
conveyance or other disposition of assets between or among the Company and any
of the Guarantors, as applicable.

Section 5.02 Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer,
conveyance, transfer or other disposition of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries, taken as a
whole in accordance with the provisions of Section 5.01 hereof, the successor
Person formed by such consolidation or into which the Company is merged or to
which such sale, assignment, transfer, conveyance or other disposition is made,
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
had been named as the Company therein. When a successor assumes all the
obligations of its predecessor under this Indenture and the Securities following
a consolidation or merger, or any sale, assignment, transfer, conveyance,
transfer or other disposition of 90% or more of the assets of the predecessor in
accordance with the foregoing provisions, the predecessor shall be released from
those obligations.


                                       22







                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof with
respect to any series of Securities, an "Event of Default" occurs, with respect
to each series of Securities individually, if:

     (a) the Company defaults in the payment when due of interest on the
Securities of such series and such default continues for a period of 30 days;

     (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Securities of such series when the same becomes due and
payable at maturity, upon redemption or otherwise;

     (c) the Company fails to comply with any of the provisions of Section 5.01
hereof if applicable to such series of Securities;

     (d) the Company fails to observe or perform any other covenant or other
agreement in this Indenture applicable to such series of Securities or the
Securities of such series for 60 days after notice to the Company by the Trustee
or the Holders of at least 25% in aggregate principal amount of the Securities
of such series then outstanding voting as a single class;

     (e) the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law:

          (i) commences a voluntary case,

          (ii) consents to the entry of an order for relief against it in an
     involuntary case,

          (iii) consents to the appointment of a custodian of it or for all or
     substantially all of its property,

          (iv) makes a general assignment for the benefit of its creditors, or

          (v) generally is not paying its debts as they become due;

     (f) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

          (i) is for relief against the Company or any of its Restricted
     Subsidiaries that is a Significant Subsidiary in an involuntary case;

          (ii) appoints a custodian of the Company or any of its Restricted
     Subsidiaries or for all or substantially all of the property of the Company
     or any of its Restricted Subsidiaries that is a Significant Subsidiary; or

          (iii) orders the liquidation of the Company or any of its Restricted
     Subsidiaries that is a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;


                                       23







     (g) except as permitted by this Indenture, any Security Guarantee relating
to such series of Securities is held in any final, non-appealable judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor relating to such series of Securities, or
any Person acting on behalf of any such Guarantor, shall deny or disaffirm its
obligations under such Guarantor's Security Guarantee (unless such Guarantor
could be released from its Guarantee in accordance with this Indenture and as
specified pursuant to Section 2.03(a) hereof); or

     (h) any other Event of Default provided with respect to the Securities of
that series, which is specified in a supplemental indenture hereto or an
Officers' Certificate, in accordance with Section 2.03(a) hereof.

Section 6.02 Acceleration.

     If any Event of Default (other than an Event of Default specified in clause
(e) or (f) of Section 6.01 hereof with respect to the Company) occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Securities of that series may declare all the Securities of
that series to be due and payable immediately. Upon any such declaration, the
Securities of that series shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (e) or
(f) of Section 6.01 hereof occurs with respect to the Company, all outstanding
Securities of that series shall be due and payable immediately without further
action or notice. The Holders of a majority in aggregate principal amount of the
then outstanding Securities of a series by written notice to the Trustee may on
behalf of all of the Holders of such series of Securities rescind an
acceleration and its consequences if all existing Events of Default (except
nonpayment of principal, interest or premium that has become due solely because
of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

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

     The Trustee may maintain a proceeding even if it does not possess any of
the Securities of a series or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Security of such series in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Securities of a series by notice to the Trustee may on behalf
of the Holders of all of the Securities of such series waive an existing Default
or Event of Default and its consequences hereunder, except a continuing Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on, the Securities of that series (including in connection with an
offer to purchase) (provided, however, that the Holders of a majority in
aggregate principal amount of the then outstanding Securities of a series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.


                                       24







Section 6.05 Control by Majority.

     Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of such Securities or
that may involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

     A Holder of any Security of any series may pursue a remedy with respect to
this Indenture or such series of Securities only if:

     (a) the Holder of a Security of such series gives to the Trustee written
notice of a continuing Event of Default;

     (b) the Holders of at least 25% in principal amount of the then outstanding
Securities of such series make a written request to the Trustee to pursue the
remedy;

     (c) the Holder of a Security of such series or Holders of Securities of
such series offer and, if requested, provide to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

     (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e) during such 60-day period the Holders of a majority in principal amount
of the then outstanding Securities of such series do not give the Trustee a
direction inconsistent with the request.

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

Section 6.07 Rights of Holders of Securities to Receive Payment and Convert.

     Notwithstanding any other provision of this Indenture, the Holder of any
Security shall have the right to receive payment of principal of, premium, if
any, and interest on such Security, on or after the respective due dates
expressed in such Security (including in connection with an offer to purchase),
or to bring suit for the enforcement of any such payment on or after such
respective dates shall not be impaired or affected without the consent of such
Holder.

Section 6.08 Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(a) or (b) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on the Securities
of any series and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


                                       25







Section 6.09 Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Securities of any series allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Securities of that
series), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

     If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

          Second: to Holders of Securities for amounts due and unpaid on the
     Securities of any series for principal, premium, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Securities of that series for principal,
     premium, if any and interest, respectively; and

          Third: to the Company or to such party as a court of competent
     jurisdiction shall direct.

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

Section 6.11 Undertaking for Costs.

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


                                       26







                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01 Duties of Trustee.

     (a) If an Event of Default with respect to the Securities of any series has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

     (b) With respect to the Securities of any series, except during the
continuance of an Event of Default with respect to Securities of such series:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

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

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

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

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

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

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

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.


                                       27







Section 7.02 Rights of Trustee.

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

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company or any Guarantor, if applicable,
shall be sufficient if signed by an Officer of the Company or Guarantor, as
applicable.

     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

Section 7.03 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or any Affiliate
of the Company with the same rights it would have if it were not Trustee.
However, in the event that the Trustee acquires any conflicting interest, it
must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as Trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision of
this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities
or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

     If a Default or Event of Default occurs and is continuing with respect to a
series of Securities and if it is known to the Trustee, the Trustee shall mail
to Holders of Securities of such series a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default or Event
of


                                       28







Default in payment of principal of, premium, if any, or interest on any
Security, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interests of the Holders of the Securities.

Section 7.06 Reports by Trustee to Holders of the Securities.

     Within 60 days after each ________ beginning with the ________ following
the date of this Indenture, and for so long as Securities of any series remain
outstanding, the Trustee shall mail to the Holders of the Securities of such
series a brief report dated as of such reporting date that complies with TIA
'SS'313(a) (but if no event described in TIA 'SS'313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA 'SS'313(b)(2). The
Trustee also shall transmit by mail all reports as required by TIA 'SS'
313(c).

     A copy of each report at the time of its mailing to the Holders of
Securities shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Securities are listed in accordance with TIA 'SS'
313(d). The Company shall promptly notify the Trustee when the Securities are
listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

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

     To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Securities. Such Lien shall survive the satisfaction and
discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(e) or (f) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.


                                       29







     The Trustee shall comply with the provisions of TIA 'SS'313(b)(2) to
the extent applicable.

Section 7.08 Replacement of Trustee.

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

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

     (a) the Trustee fails to comply with Section 7.10 hereof;

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Securities of any
series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding
Securities of any series may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

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

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


                                       30







Section 7.09 Successor Trustee by Merger, etc.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA 'SS'310(a)(1), (2) and (5). The Trustee is subject to TIA 'SS'
310(b).

Section 7.11 Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA 'SS'311(a), excluding any creditor
relationship listed in TIA 'SS'311(b). A Trustee who has resigned or been
removed shall be subject to TIA 'SS'311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof with
respect to Securities of a particular series, the Company may elect, at its
option, at any time, to have either Section 8.02 or 8.03 hereof be applied to
all outstanding Securities of any series designated pursuant to Section 2.03(a)
hereof as being defeasible (the "Defeased Securities") in accordance with any
additional requirements provided pursuant to Section 2.03(a) hereof and upon
compliance with the conditions set forth below in this Article 8. Any such
election shall be evidenced by a Board Resolution set forth in an Officers'
Certificate or in another manner specified as contemplated by Section 2.03(a)
hereof for such Securities.

Section 8.02 Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option (if
any) to have this Section 8.02 applied to any Securities of any series, the
Company shall, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, be deemed to have been discharged from its obligations with
respect to all outstanding Defeased Securities on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Defeased
Securities, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Defeased Securities and this Indenture (and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Defeased Securities to receive solely from the trust fund under
Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Defeased
Securities when such payments are due, (b) the Company's


                                       31







obligations with respect to such Defeased Securities under Article 2 and Section
4.01 hereof, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith and (d)
this Article 8. Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option (if
any) to have this Section 8.03 applied to any Securities of any series the
Company and, if applicable, each Guarantor shall, subject to the satisfaction of
the conditions set forth in Section 8.04 hereof, be released from its
obligations under Sections 4.03, 4.05 and 4.06 hereof and Articles 5 and 12
hereof and such other provisions as may be provided as contemplated by Section
2.03(a) hereof with respect to Securities of a particular series and with
respect to the outstanding Defeased Securities on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter,
"Covenant Defeasance"), and the Defeased Securities shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders of such Defeased Securities (and the consequences
of any thereof) in connection with such covenants, but shall continue to be
deemed "outstanding" for all other purposes hereunder (it being understood that
such Defeased Securities shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Defeased Securities, the Company and, if applicable, each Guarantor
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Defeased Securities shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.01
hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof and Sections
6.01(c), (d) and (g) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to a series of outstanding Securities:

     Unless otherwise specified as contemplated by Section 2.03(a) hereof with
respect to any series of Securities, in order to exercise either Legal
Defeasance or Covenant Defeasance:

     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient to pay the principal
of, premium, if any, and interest on the outstanding Securities of such series
on the stated date for payment thereof or on the applicable redemption date, as
the case may be;

     (b) in the case of an election under Section 8.02 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel confirming that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date this Indenture was first executed, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel shall confirm that,
the Holders of the outstanding Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; and


                                       32







     (c) in the case of an election under Section 8.03 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel confirming that the Holders
of the outstanding Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred.

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
             Other Miscellaneous Provisions.

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding
Defeased Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Defeased Securities and this Indenture,
to the payment, either directly or through any Paying Agent (including the
Company acting as Paying Agent) as the Trustee may determine, to the Holders of
such Defeased Securities of all sums due and to become due thereon in respect of
principal, premium, if any, and interest, but such money need not be segregated
from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Defeased Securities.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.06 Repayment to Company.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Securities of a series and remaining unclaimed for two years
after such principal, and premium, if any, or interest has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such series of
Securities shall thereafter look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in The New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 8.07 Reinstatement.

     If the Trustee or Paying Agent is unable to apply any cash or non-callable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as the
case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Defeased Securities shall
be revived and


                                       33







reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Defeased Securities following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Defeased Securities to receive such payment from the
money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Securities.

     Notwithstanding Section 9.02 hereof, the Company, the Guarantors, if any,
and the Trustee at any time and from time to time may amend this Indenture or
enter into one or more indentures supplemental hereto without the consent of any
Holder of a Security for any of the following purposes:

     (a) to cure any ambiguity, defect or inconsistency;

     (b) to provide for uncertificated Securities in addition to or in place of
certificated Securities in a manner that does not materially adversely affect
any Holder;

     (c) to provide for the assumption of the Company's or, if applicable, a
Guarantor's obligations to the Holders of the Securities or a series by a
successor pursuant to Article 5 or 12 hereof;

     (d) to make any change that would provide any additional rights or benefits
to the Holders or that does not adversely affect the legal rights hereunder of
any Holder;

     (e) to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA;

     (f) to add a Guarantor with respect to Securities of any series;

     (g) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Securities of one or more series and to
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 7.08 hereof;

     (h) to mortgage, pledge, hypothecate or grant a security interest in favor
of the Trustee for the benefit of the Holders of Securities of any series as
additional security for the payment and performance of the Company's or, if
applicable, a Guarantor's obligations herein in any property or assets;

     (i) to add to, change or eliminate any of the provisions of this Indenture
(which addition, change or elimination may apply to one or more series of
Securities), provided that, any such addition, change or elimination (A) shall
neither (i) apply to any Security of any series created prior to the execution
of such supplemental indenture and entitled to the benefit of such provision nor
(ii) modify the rights of the Holder of any such Security with respect to such
provision or (B) shall become effective only when there is no such outstanding
Security; or

     (j) to establish the form and terms of Securities of any series permitted
by Sections 2.01 and 2.03(a) hereof, respectively.


                                       34







     Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee shall join with the Company and, if applicable, the Guarantors in
the execution of any amended or supplemental Indenture authorized or permitted
by the terms of this Indenture and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Securities.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend this Indenture or the Securities of any series with the consent of the
Holders of at least a majority in principal amount of the Securities of such
series then outstanding voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, such
Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default
or Event of Default with respect to a particular series of Securities (other
than a Default or Event of Default in the payment of the principal of, premium,
if any, or interest on such Securities, except a payment default resulting from
an acceleration that has been rescinded) or compliance with any provision of
this Indenture or such Securities may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Securities of such
series voting as a single class (including consents obtained in connection with
a tender offer or exchange offer for, or purchase of, such Securities).

     Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Securities as aforesaid, and upon receipt by the
Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company and, if applicable, the Guarantors in the execution of
such amended or supplemental Indenture unless such amended or supplemental
Indenture directly affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such amended or supplemental
Indenture.

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

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of Securities affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof and except as
otherwise provided below in this Section 9.02, the Holders of a majority in
aggregate principal amount of the Securities of any series then outstanding
voting as a single class may waive compliance in a particular instance by the
Company with any provision of this Indenture or the Securities of such series.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Securities of such series
held by a non-consenting Holder):

     (a) change the Stated Maturity of, the principal of, or any installment of
principal or interest on, any such Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon redemption
thereof or reduce the amount of principal of or premium, if any, on any such
Discount Security that would be due and payable upon a declaration of
acceleration of maturity thereof pursuant to Section 6.02 hereof, or change the
place of payment where, or change the coin or currency in which, any principal
of, or any installment of interest on, any such Security is payable, or


                                       35







impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date);

     (b) reduce the percentage in principal amount of the outstanding Securities
of any series, the consent of whose Holders is required for any such amendment
or supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) with respect to the Securities of
such series provided for in this Indenture;

     (c) modify any of the provisions of this Section 9.02 or Section 6.04 or
6.07 hereof, except to increase the percentage of outstanding Securities of such
series required for such actions to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of
each outstanding Security of a series affected thereby;

     (d) release any applicable Guarantor from any of its obligations under its
Security Guarantee or this Indenture, except in accordance with the terms of
this Indenture; or

     (e) change such other matters as may be specified pursuant to Section
2.03(a) hereof.

Section 9.03 Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Securities of any
series shall be set forth in a amended or supplemental Indenture that complies
with the TIA as then in effect.

Section 9.04 Revocation and Effect of Consents.

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

Section 9.05 Notation on or Exchange of Securities.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Security of a series thereafter authenticated. The
Company in exchange for all Securities of a series may issue and the Trustee
shall, upon receipt of a Company Order, authenticate new Securities of such
series that reflect the amendment, supplement or waiver. Failure to make the
appropriate notation or issue a new Security shall not affect the validity and
effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
14.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.


                                       36







Section 9.07 Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article 9, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby, except to the extent otherwise set forth thereon.

                                   ARTICLE 10.
                                  SINKING FUNDS

Section 10.01 Applicability of Article.

     The provisions of this Article 10 shall be applicable to any sinking fund
for the retirement of Securities of a series, except as otherwise specified as
contemplated by Section 2.03(a) hereof for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "Mandatory Sinking Fund
Payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "Optional Sinking
Fund Payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 10.02 hereof. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of the
Securities of such series.

Section 10.02 Satisfaction of Sinking Fund Payments with Securities.

     The Company (a) may deliver outstanding Securities of a series with the
same issue date, interest rate and Stated Maturity (other than any previously
called for redemption) and (b) may apply as a credit Securities of a series with
the same issue date, interest rate and Stated Maturity which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part
of any mandatory sinking fund payment with respect to the Securities of such
series with the same issue date, interest rate and Stated Maturity; provided,
that such Securities have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 10.03 Redemption of Securities for Sinking Fund.

     Not less than 60 days (or such shorter period as shall be acceptable to the
Trustee) prior to each sinking fund payment date for any series of Securities,
the Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 10.02
hereof and will also deliver to the Trustee any Securities to be so delivered.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.02 hereof and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 3.03 hereof. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 3.04 and 3.06 hereof.


                                       37







                                   ARTICLE 11.
                                  SUBORDINATION

Section 11.01 Agreement to Subordinate.

     The Company agrees, and each Holder by accepting a Security agrees that,
unless otherwise specified as contemplated by Section 2.03(a) hereof, the
Indebtedness evidenced by the Security is subordinated in right of payment, to
the extent and in the manner provided in this Article 11, to the prior payment
in full of all Senior Debt with respect to such Security (whether outstanding on
the date hereof or hereafter created, incurred, assumed or guaranteed), and that
the subordination is for the benefit of the holders of such Senior Debt.

Section 11.02 Liquidation; Dissolution; Bankruptcy.

     Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

          (a) holders of Senior Debt shall be entitled to receive payment in
     full of all Obligations due in respect of such Senior Debt (including
     interest after the commencement of any such proceeding at the rate
     specified in the applicable Senior Debt, whether or not allowable as a
     claim in such proceeding) before Holders of the Securities of a series
     shall be entitled to receive any payment with respect to such Securities
     (except that Holders may receive and retain (A) Permitted Junior Securities
     and (B) payments and other distributions made from any defeasance trust
     created pursuant to Section 8.01 hereof); and

          (b) until all Obligations with respect to Senior Debt (as provided in
     clause (a) above) are paid in full, any distribution to which Holders of
     Securities of such series would be entitled but for this Article 11 shall
     be made to holders of Senior Debt (except that Holders of Securities may
     receive and retain (A) Permitted Junior Securities and (B) payments and
     other distributions made from any defeasance trust created pursuant to
     Section 8.01 hereof), as their interests may appear.

Section 11.03 Default on Designated Senior Debt.

     (a) The Company may not make any payment or distribution in respect of the
Securities of such series (other than (A) Permitted Junior Securities and (B)
payments and other distributions made from any defeasance trust created pursuant
to Section 8.01 hereof) if:

          (i) a default in the payment of any principal or other Obligations
     with respect to Designated Senior Debt occurs and is continuing beyond any
     applicable grace period in the agreement, indenture or other document
     governing such Designated Senior Debt (a "payment default"); or

          (ii) a default, other than a payment default, on Designated Senior
     Debt occurs and is continuing that then permits holders of the Designated
     Senior Debt to accelerate its maturity and the Trustee receives a notice of
     the default (a "Payment Blockage Notice") from a Person who may give it
     pursuant to Section 11.12 hereof. If the Trustee receives any such Payment
     Blockage Notice, no subsequent Payment Blockage Notice shall be effective
     for purposes of this Section 11.03 unless and until (A) at least 360 days
     shall have elapsed since the delivery of the immediately prior Payment
     Blockage Notice and (B) all scheduled payments of principal,


                                       38







     premium, if any, and interest, if any, on the Securities that have come due
     have been paid in full in cash. No nonpayment default that existed or was
     continuing on the date of delivery of any Payment Blockage Notice to the
     Trustee shall be, or be made, the basis for a subsequent Payment Blockage
     Notice unless such default shall have been waived for a period of not less
     than 90 days.

     (b) The Company may and shall resume payments on and distributions in
respect of the Securities of such series upon the earlier of:

          (i) the date upon which the default is cured or waived or such
     Designated Senior Debt is discharged or paid in full, or

          (ii) in the case of a default referred to in clause (ii) Section
     11.04(a) hereof 179 days pass after notice is received if the maturity of
     such Designated Senior Debt has not been accelerated.

Section 11.04 Acceleration of Securities.

     If payment of the Securities of such series is accelerated because of an
Event of Default, the Company shall promptly notify holders of Senior Debt of
the acceleration.

Section 11.05 When Distribution Must Be Paid Over.

     In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Securities of a series at a time when such
payment is prohibited by Section 11.04 hereof, such payment shall be held by the
Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith
over and delivered, upon written request, to, the holders of Senior Debt with
respect to Securities of such series as their interests may appear or their
Representative under this Indenture or other agreement (if any) pursuant to
which such Senior Debt may have been issued, as their respective interests may
appear, for application to the payment of all Obligations with respect to such
Senior Debt remaining unpaid to the extent necessary to pay such Obligations in
full in accordance with their terms, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Debt.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 11, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 11, except if such payment is made as a
result of the willful misconduct or negligence of the Trustee.

Section 11.06 Notice by Company.

     The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Securities to violate this Article 11, but failure to give such
notice shall not affect the subordination of the Securities to Senior Debt as
provided in this Article 11.

Section 11.07 Subrogation.

     After all Senior Debt is paid in full and until the Securities of a series
are paid in full, Holders of Securities of such series shall be subrogated
(equally and ratably with all other Indebtedness pari passu


                                       39







with the Securities of such series) to the rights of holders of Senior Debt with
respect to Securities of such series to receive distributions applicable to such
Senior Debt to the extent that distributions otherwise payable to the Holders of
Securities of such series have been applied to the payment of Senior Debt. A
distribution made under this Article 11 to holders of Senior Debt that otherwise
would have been made to Holders of Securities is not, as between the Company and
Holders, a payment by the Company on the Securities.

Section 11.08 Relative Rights.

     This Article 11 defines the relative rights of Holders of Securities and
holders of Senior Debt. Nothing in this Indenture shall:

          (i) impair, as between the Company and Holders of Securities, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of, premium, if any, and interest on the Securities in accordance
     with their terms;

          (ii) affect the relative rights of Holders of Securities and creditors
     of the Company other than their rights in relation to holders of Senior
     Debt; or

          (iii) prevent the Trustee or any Holder of Securities from exercising
     its available remedies upon a Default or Event of Default, subject to the
     rights of holders and owners of Senior Debt to receive distributions and
     payments otherwise payable to Holders of Securities.

     If the Company fails because of this Article 11 to pay principal of,
premium, if any, or interest on a Security on the due date, the failure is still
a Default or Event of Default.

Section 11.09 Subordination May Not Be Impaired by Company.

     No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or by the failure of the Company to comply with this
Indenture.

Section 11.10 Distribution or Notice to Representative.

     Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

     Upon any payment or distribution of assets of the Company referred to in
this Article 11, the Trustee and the Holders of Securities shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Securities for the purpose of ascertaining the Persons entitled to
participate in such distribution, the holders of the Senior Debt and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 11.

Section 11.11 Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article 11 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee, and the Trustee and the Paying Agent may continue to make payments
on the Securities, unless the Trustee shall have received at its Corporate Trust
Office at least one Business Day prior to the date of such payment written
notice of facts that would cause the


                                       40







payment of any Obligations with respect to the Securities to violate this
Article 11. Only the Company or a Representative may give the notice. Nothing in
this Article 11 shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 7.07 hereof.

     The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

Section 11.12 Authorization to Effect Subordination.

     Each Holder of Securities, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 11, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Securities.

                                   ARTICLE 12.
                               SECURITY GUARANTEES

Section 12.01 Applicability of this Article.

     Except as otherwise specified as contemplated by Section 2.03(a) hereof,
the provisions of this Article 12 will be applicable to any series of Securities
which is to be guaranteed by one or more Guarantors.

Section 12.02 Guarantee.

     Subject to this Article 12, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of Securities of a
particular series as to which it is a Guarantor authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of this Indenture, the Securities of such series
or the obligations of the Company hereunder or thereunder, that: (a) the
principal of, premium, if any, and interest on the Securities of such series
will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and premium,
if any, and interest on the Securities of such series, if any, if lawful, and
all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Securities of such series or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

     Subject to this Article 12, the Guarantors hereby, jointly and severally,
agree that their obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Securities of a series or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Securities of such series with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company,


                                       41







protest, notice and all demands whatsoever and covenant that this Security
Guarantee shall not be discharged except by complete performance of the
obligations contained in the Securities of such series and this Indenture.

     If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Security Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.

     Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Security Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Security Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Security Guarantee.

Section 12.03 Subordination of Security Guarantee.

     Unless otherwise specified as contemplated by Section 2.03(a) hereof, the
Obligations of each Guarantor under any series of Securities which are to be
guaranteed pursuant to this Article 12 shall be junior and subordinated to the
Senior Debt of such Guarantor with respect to such series of Securities on the
same basis as the Securities are junior and subordinated to Senior Debt of the
Company with respect to such series of Securities. For the purposes of the
foregoing sentence, the Trustee and the Holders shall have the right to receive
and/or retain payments by any of the Guarantors only at such times as they may
receive and/or retain payments in respect of the Securities pursuant to this
Indenture, including Article 11 hereof.

Section 12.04 Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Securities of a series, each
Holder, hereby confirms that it is the intention of all such parties that the
Security Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Security Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor shall be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 12, result in the obligations of such Guarantor
under its Security Guarantee not constituting a fraudulent transfer or
conveyance.

Section 12.05 Release of Guarantors.

     The Security Guarantee of a Guarantor with respect to any series of
Securities will be released under the circumstances specified for such series of
Securities pursuant to Section 2.03(a) hereof.


                                       42







                                   ARTICLE 13.
                           SATISFACTION AND DISCHARGE

Section 13.01 Satisfaction and Discharge.

     Except as otherwise contemplated by 2.03(a) hereof, this Indenture will
cease to be of further effect with respect to any series of Securities specified
by the Company, and the Trustee, at the expense of the Company, will execute
proper instruments acknowledging satisfaction and discharge of this Indenture as
to such series when:

     (a)  either:

          (i) all Securities of such series that have been authenticated (except
     lost, stolen or destroyed Securities of such series that have been replaced
     or paid and Securities of such series for whose payment money has
     theretofore been deposited in trust and thereafter repaid to the Company)
     have been delivered to the Trustee for cancellation; or

          (ii) all Securities of such series that have not been delivered to the
     Trustee for cancellation have become due and payable by reason of the
     mailing of a notice of redemption or otherwise or will become due and
     payable within one year and the Company or, if applicable, any Guarantor
     has irrevocably deposited or caused to be deposited with the Trustee as
     trust funds in trust solely for the benefit of the Holders, cash,
     non-callable Government Securities, or a combination thereof, in such
     amounts as will be sufficient without consideration of any reinvestment of
     interest, to pay and discharge the entire indebtedness on the such
     Securities not delivered to the Trustee for cancellation for principal,
     premium, if any, and accrued interest to the date of maturity or
     redemption;

     (b) the Company or, if applicable, any Guarantor has paid or caused to be
paid all sums payable by it under this Indenture; and

     (c) the Company or, if applicable, any Guarantor has delivered an Officers'
Certificate and an Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied or waived.

     Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (ii) of clause
(a) of this Section 13.01, the provisions of Sections 13.02 and 8.06 hereof
shall survive.

Section 13.02 Application of Trust Money.

     Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Securities of a series and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 13.01 hereof by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations and, if applicable, any Guarantor's obligations under this


                                       43







Indenture and the Securities of such series shall be revived and reinstated as
though no deposit had occurred pursuant to Section 12.01 hereof; provided that
if the Company has made any payment of principal of, premium, if any, or
interest on any Securities of such series because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
Securities of such series to receive such payment from the money or Government
Securities held by the Trustee or Paying Agent.

                                   ARTICLE 14.
                                  MISCELLANEOUS

Section 14.01 Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA 'SS'318(c), the imposed duties shall control. If any
provision of this Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or excluded, as the case may be.

Section 14.02 Notices.

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

     If to the Company and/or any Guarantor:

     Omnicare, Inc.
     100 East RiverCenter Boulevard
     Covington, Kentucky  41011
     Telecopier No.: (859) 392-3360
     Attention: General Counsel

     With a copy to:

     Dewey Ballantine LLP
     1301 Avenue of the Americas
     New York, New York 10019
     Telecopier No.: (212) 259-6333
     Attention: Morton A. Pierce, Esq.

     If to the Trustee:

     [_____________]
     [_____________]
     [_____________]
     [_____________]
     Telecopier No.: [_____________]
     Attention: [_____________]

     The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication also shall be so mailed


                                       44







to any Person described in TIA 'SS'313(c), to the extent required by the
TIA. Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.

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

Section 14.03 Communication by Holders of Securities with Other Holders of
              Securities.

     Holders may communicate pursuant to TIA 'SS'312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA 'SS'312(c).

Section 14.04 Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 14.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied or waived; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 14.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied or waived.

Section 14.05 Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA 'SS'314(a)(4)) shall comply with the provisions of TIA
'SS'314(e) and shall include:

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

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

     (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied or waived; and

     (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied or waived.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


                                       45







     Any certificate or opinion of an Officer of the Company may be based
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such Officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion or
representations is based are erroneous. Any such certificate or opinion of
counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 14.06 Rules by Trustee and Agents.

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

Section 14.07 No Personal Liability of Directors, Officers, Employees and
              Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or such Guarantor under the Securities, the
Security Guarantees, this Indenture or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Securities.

Section 14.08 Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE SECURITIES, WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 14.09 No Adverse Interpretation of Other Agreements.

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

Section 14.10 Successors.

     All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each applicable Guarantor in this Indenture
shall bind its successors, except as otherwise provided pursuant to Section
12.05 hereof.


                                       46







Section 14.11 Severability.

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

Section 14.12 Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

Section 14.13 Table of Contents, Headings, etc.

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

                         [Signatures on following page]


                                       47







                                   SIGNATURES

Dated as of [__________]

                                                   OMNICARE, INC.


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

Attest:


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

                                                   [______________]


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

Attest


- ----------------------------
Authorized Signatory
Date:


                                       48







                                                                       EXHIBIT A

                               [Face of Security]
- --------------------------------------------------------------------------------

                                                              CUSIP ____________

                              [TITLE OF SECURITIES]

No. ___                                                            $____________

                                 OMNICARE, INC.

promises to pay to _______________________________________or registered assigns,

the principal sum of ___________________________________________________________

Interest Payment Dates [____________] and [____________], commencing on [______]

Record Dates:  [______________]  and [______________]

Dated:  _______________, ____

                                                   OMNICARE, INC.


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


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

This is one of the Securities referred to
in the within-mentioned Indenture:

[______________],
  as Trustee


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

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


                                      A-1







                               [Back of Security]

                              [TITLE OF SECURITIES]

[Insert the Global Security Legend, if applicable pursuant to the provisions of
this Indenture]

[Insert any legend required by the Internal Revenue Code and the regulations
thereunder]

     Capitalized terms used herein shall have the meanings assigned to them in
this Indenture referred to below unless otherwise indicated.

     1. Interest.

     Omnicare, Inc., a Delaware corporation (herein the "Company" which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _____________________, or registered
assigns, the principal sum of _________ [Dollars] [if other than Dollars,
substitute other currency units] on ________, _____ [if the Security is to bear
interest prior to Stated Maturity, insert -- , and to pay interest thereon from
_______________ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for], [semiannually] [if other than semi-annual
interest at a fixed rate, insert frequency of payment and payment dates] on
_______ and _______ in each year, commencing ___________, and at the Stated
Maturity thereof, at [if the Security is to bear interest at a fixed rate,
insert -- the rate of __% per annum], [if the Security is to bear interest at a
rate determined with reference to one or more formula, refer to description
index below] until the principal hereof is paid or made available for payment]
[if applicable, insert -- , and (to the extent that the payment of such interest
shall be legally enforceable) at [if the Security is to bear interest at a fixed
rate, insert -- the rate of % per annum on any overdue principal and premium and
on any overdue installment of interest from the dates such amounts are due until
they are paid or made available for payment]. Interest shall be computed on the
basis of [a 360-day year of twelve 30-day months] [if another basis of
calculating interest is to be different, insert a description of such method.]

     2. Method of Payment.

     The Company will pay interest on the Securities on each [___] and [___] to
the Persons who are registered Holders of the relevant Securities at the close
of business on the [___] or [___] next preceding the Interest Payment Date, even
if such Securities are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.14 of this Indenture with
respect to Defaulted Interest. The Securities will be payable as to principal,
premium, if any, and interest at the office or agency of the Company maintained
for such purpose in [___], [if applicable, insert --; provided, however, that at
the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the list
provided by the Company to the Registrar and provided, further, that if this
Security is a Global Security, payment may be made pursuant to the applicable
procedures of the Depositary as permitted in said Indenture]. Such payment shall
be in such coin or currency of [the United States of America] [insert other
currency or currency unit, if applicable] as at the time of payment is legal
tender for payment of public and private debts.

     3. Paying Agent and Registrar.

     Initially, the Trustee under this Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.


                                      A-2







     4. Indenture.

     This Security is one of a duly authorized issue of Securities of the
Company issued and to be issued in one or more series under an Indenture, dated
as of ________, _____ (herein called the "Indenture"), between the Company and
_______________, as Trustee (herein called the "Trustee" which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. The terms of the
Securities include those stated in this Indenture and those made part of this
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code 'SS''SS'77aaa-77bbbb). The Securities are subject to all such terms, and
Holders are referred to this Indenture and such Act for a statement of such
terms. To the extent any provision of this Security conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

     5. Redemption.

     [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days notice by mail, [if applicable, insert --
(1) on _________ in any year commencing with the year _____ and ending with the
year _____ through operation of the sinking fund for this series at a Redemption
Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert -- on or after ________, _____], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): if redeemed [if applicable insert -- on or
before ________, ___%, and if redeemed] during the 12-month period beginning of
the ________ years indicated,

       Year          Redemption Price         Year              Redemption Price

and thereafter at a Redemption Price equal to ______% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

     [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days notice by mail, (1) on ________ in any
year commencing with the year _____ and ending with the year _____ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning ___________ of the years indicated,



                                                      Redemption Price for Redemption
           Redemption Price for Redemption      Otherwise Than Through Operation of the
 Year   Through Operation of the Sinking Fund                  Sinking Fund
 ----   -------------------------------------   ---------------------------------------
                                          




                                      A-3







and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Date referred to on the face hereof, all as provided in the Indenture.]

     [If applicable, insert -- The sinking fund for this series provides for the
redemption on ________ in each year beginning with the year ____ and ending with
the year _____ of [if applicable, insert -- not less than $_____________
("mandatory sinking fund") and not more than] $___________ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Company otherwise than through [mandatory] sinking fund payments
may be credited against subsequent [if applicable, insert -- mandatory] sinking
fund payments otherwise required to be made [if applicable, insert -- in the
inverse order in which they become due].]

     [If applicable, insert -- The Securities are subject to redemption, as a
whole at any time or in part from time to time, at the sole election of the
Company, upon not less than 30 or more than 60 days notice by mail to the
Trustee at a Redemption Price equal to $____.]

     [If applicable, insert -- The Holder of this Security shall have the right
to require the Company to pay this Security in full on ____________, __ by
giving the Company or the Registrar written notice of the exercise of such right
not less than 30 or more than 60 days prior to such date.]

     [If the Security is subject to redemption, insert -- In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

     [If applicable, insert -- This Security is not subject to redemption prior
to maturity.]

     6. Denominations, Transfer, Exchange.

     [If applicable, insert -- The Securities of this series are issuable only
in registered form without coupons in denominations of $___________ and any
integral multiple thereof.] As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same. A Holder may register the transfer or exchange of the Security as
provided in the Indenture and subject to certain limitations therein set forth.
The Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.

     [If applicable, insert -- The Securities of this series will be represented
by one or more Global Securities registered in the name of ____________, (the
"Depositary"), or a nominee of the Depositary. So long as the Depositary, or its
nominee, is the registered holder and owner of this Global Security, the
Depositary or such nominee, as the case may be, will be considered the sole
owner and holder of the Securities for all purposes under the Indenture. The
Global Security may be transferred, in whole and not in part, only to the
Depositary or another nominee of the Depositary. The Depositary will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Securities represented by such Global Security to the accounts of
institutions that have accounts with the Depositary or its nominee
("participants"). Ownership of beneficial interests in a Global Security will be
shown on, and the transfer of those ownership interests will be effected
through, records maintained by the Depositary


                                      A-4







(with respect to participants' interests) and such participants (with respect to
the owners of beneficial interests in such Global Security).]

     [If applicable, insert -- The Securities represented by this Global
Security are exchangeable for Securities in permanent form of like tenor as such
Global Security in denominations of $1,000 and in any greater amount that is an
integral multiple thereof if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Security or if at
any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company in its discretion
at any time determines not to have all of the Securities of this series
represented by the Global Security and notifies the Trustee thereof, or (iii) an
Event of Default has occurred and is continuing with respect to the Securities.
Any Security that is exchangeable pursuant to the preceding sentence is
exchangeable only for Securities of this series.]

     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.

     7. Persons Deemed Owners.

     The registered Holder of a Security may be treated as its owner for all
purposes.

     8. Amendment, Supplement and Waiver.

     Subject to certain exceptions, this Indenture and the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the then outstanding Securities of each series affected
by such amendment or supplement and any existing default or compliance with any
provision may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities of each series affected by
such waiver. Without the consent of any Holder of a Securities of each series
affected by such amendment or supplement, this Indenture and the Securities may
be amended or supplemented to, among other things, (a) cure any ambiguity,
defect or inconsistency; (b) provide for uncertificated Securities in addition
to or in place of certificated Securities; (c) provide for the assumption of the
Company's obligations to Holders of the Securities in case of a merger or
consolidation; (d) to make any change that would provide any additional rights
or benefits to the Holders of Securities or that does not adversely affect the
legal rights under the Indenture of any Holder; (e) to comply with the
requirements of the SEC in order to effect or maintain the qualification of this
Indenture under the Trust Indenture Act; (f) to allow any Guarantor to execute a
supplemental indenture to this Indenture; (g) evidence or provide for acceptance
of appointment of a successor Trustee; (h) mortgage, hypothecate or grant a
security interest in favor of the Trustee for the benefit of the Holders of
Securities of any series as additional security for the payment and performance
of the Company's or, if applicable, the Guarantor's obligations herein in any
property or assets; or (i) add to, change or eliminate any of the provisions of
this Indenture (which addition, change or elimination may apply to one or more
series of Securities), provided that, any such addition, change or elimination
set forth in clause (i) above (A) shall neither (x) apply to any Security of any
series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (y) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such outstanding Security.

     9. Defaults and Remedies.

     Events of Default include: (a) default for 30 days in the payment when due
of interest on the Securities; (b) default in payment when due of principal of
or premium, if any, on the Securities; (c)


                                      A-5







failure by the Company to comply with Section 5.01 of the Indenture; (d) failure
by the Company for 60 days to comply with certain other agreements in this
Indenture or the Securities; (e) certain events of bankruptcy or insolvency with
respect to the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary; and (f) except as permitted by the Indenture, any
applicable Security Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor or any Person acting on its behalf shall deny or
disaffirm its obligations under such Guarantor's Security Guarantee. If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Securities may declare all
the Securities to be due and payable. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or insolvency
involving the Company, all outstanding Securities will become due and payable
without further action or notice. Holders may not enforce this Indenture or the
Securities except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Securities may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Securities notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment
of principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the
Securities then outstanding by notice to the Trustee may on behalf of the
Holders of all of the Securities waive any existing Default or Event of Default
and its consequences under this Indenture except a continuing Default or Event
of Default in the payment of interest on, or the principal of, the Securities.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with this Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

     10. Trustee Dealings with Company.

     The Trustee, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.

     11. No Recourse Against Others.

     A director, officer, employee, incorporator or stockholder, of the Company,
as such, shall not have any liability for any obligations of the Company or the
Guarantors under the Securities or this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Securities.

     12. [If applicable, insert - Guarantees.

     The payment by the Company of the principal of and interest on the Security
is fully and unconditionally guaranteed on a joint and several basis by each of
the Guarantors on the terms set forth in the Indenture.]

     13. Authentication.

     This Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.

     14. Abbreviations.


                                      A-6







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

     15. Subordination.

     Each Holder by accepting a Security agrees that the payment of principal,
premium and if any, interest, on each Security is subordinated in right of
payment, to the extent and in the manner provided in Article 11 of the
Indenture, to the prior payment in full of all existing and future Senior Debt
(whether outstanding on the date of the Indenture or thereafter created,
incurred, assumed or guaranteed), and the subordination is for the benefit of
holders of Senior Debt.

     16. CUSIP Numbers.

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

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

Omnicare, Inc.
100 East RiverCenter Boulevard
Covington, Kentucky  41011
Attention: General Counsel


                                      A-7







                                 ASSIGNMENT FORM

     To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to: ______________________________
                                                  (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Security on the books of the Company. The agent may substitute
another to act for him.

Date:  _______________

                              Your Signature:
                                              ----------------------------------
                                    (Sign  exactly  as your name  appears  on
                                    the face of this Security)


Signature Guarantee*:
                      ------------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-8







           SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY*

     The following exchanges of a part of this Global Security for an interest
in another Global Security or for a Definitive Security, or exchanges of a part
of another Global Security or Definitive Security for an interest in this Global
Security, have been made:



                                                                   Principal Amount of this
                   Amount of decrease in   Amount of increase in        Global Security       Signature of authorized
                    Principal Amount of     Principal Amount of     following such decrease    officer of Trustee or
Date of Exchange   this Global Security     this Global Security         (or increase)          Security Custodian
- ----------------   ---------------------   ---------------------   ------------------------   -----------------------
                                                                                  



- ----------

*    This schedule should be included only if the Security is issued in global
     form.


                                      A-9

EX-4

                                                                    Exhibit 4.10

                             CERTIFICATE OF TRUST OF
                            OMNICARE CAPITAL TRUST I
                            ------------------------

     THIS CERTIFICATE OF TRUST of Omnicare Capital Trust I (the "Trust"), dated
February 7, 2003, is being duly executed and filed to form a statutory trust
under the Delaware Statutory Trust Act (12 Del. C. 'SS' 3801 et seq.)(the
"Act").

     1. Name. The name of the statutory trust formed hereby is Omnicare Capital
Trust I.

     2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is Chase Manhattan Bank USA, National
Association, 500 Stanton Christiana Road, FL3-OPS 4, Newark, Delaware, 19713,
Attention: Institutional Trust Services.

     3. Effective Date. This Certificate of Trust will be effective as of its
filing.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust
as of the date first-above written in accordance with Section 3811(a) of the
Act.

                                          CHASE MANHATTAN BANK USA, National
                                          Association, not in its individual
                                          capacity, but solely as trustee


                                          By: /s/ John J. Cashin
                                              ----------------------------------
                                              Name: John J. Cashin
                                              Title: Vice President

EX-4

                                                                    Exhibit 4.11

                                 TRUST AGREEMENT
                                       OF
                            OMNICARE CAPITAL TRUST I

          THIS TRUST AGREEMENT is made as of February 7, 2003 (this
"Agreement"), by and between Omnicare, Inc., a Delaware corporation, as sponsor
(the "Sponsor"), and Chase Manhattan Bank USA, National Association, as trustee
(the "Trustee"). The Sponsor and the Trustee hereby agree as follows:

          1. The trust created hereby shall be known as "Omnicare Capital Trust
I" (the "Trust"), in which name the Trustee or the Sponsor, to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

          2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
'SS''SS' 3801, et seq. (the "Trust Act"), and that this document constitute the
governing instrument of the Trust. The Trustee is hereby authorized and directed
to execute and file a certificate of trust with the Delaware Secretary of State
in such form as the Trustee may approve.

          3. The Sponsor and the Trustee will enter into an amended and restated
Trust Agreement satisfactory to each such party to provide for the contemplated
operation of the Trust created hereby and the issuance of the preferred
securities and common securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustee shall not
have any duty or obligation hereunder or with respect of the trust estate,
except as otherwise required by applicable law or as the Sponsor directs in
order to obtain prior to such execution and delivery any licenses, consents or
approvals required by applicable law or otherwise. Notwithstanding the
foregoing, the Trustee may take all actions deemed proper as are necessary to
effect the transactions contemplated herein.

          4. The Sponsor, as agent of the Trust, is hereby authorized, in its
sole discretion, (i) to file with the Securities and Exchange Commission (the
"Commission") and to execute, in the case of the 1933 Act Registration Statement
and 1934 Act Registration Statement (as herein defined), on behalf of the Trust,
(a) a Registration Statement (the "1933 Act Registration Statement"), including
all pre-effective or post-effective amendments thereto, relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the preferred securities of the Trust, (b) any preliminary prospectus or
prospectus or supplement thereto relating to the preferred securities of the
Trust required to be filed under the 1933 Act, and (c) if required, a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the preferred securities of
the Trust under Section







12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the
New York Stock Exchange or any other exchange (collectively, the "Exchange") and
execute on behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the preferred securities of the Trust to be listed on the
Exchange; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the preferred securities of the Trust under the securities
or "Blue Sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust,
may deem necessary or desirable; (iv) to execute, deliver and perform on behalf
of the Trust, an underwriting agreement with the Sponsor and the underwriter or
underwriters of the preferred securities of the Trust; (v) to execute, deliver
and perform a depository agreement with the initial clearing agency, relating to
the preferred securities of the Trust; (vi) to apply for and obtain a tax
identification number for the Trust; and (vii) to execute on behalf of the Trust
any and all documents, papers and instruments as may be necessary or desirable
in connection with any of the foregoing.

          In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, PORTAL, the Exchange or state
securities or Blue Sky laws to be executed on behalf of the Trust by the
Trustee, Chase Manhattan Bank USA, National Association, in its capacity as
Trustee of the Trust, is hereby authorized and directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that Chase Manhattan Bank USA, National Association, in its
capacity as Trustee of the Trust, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, PORTAL, the Exchange or state
securities or Blue Sky laws.

          5. In connection with all of the foregoing, the Sponsor hereby
constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D.
Hodges, each of them as its true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for the Sponsor or in the
Sponsor's name, place and stead, in any and all capacities, to sign any and all
amendments (including all pre-effective and post-effective amendments) to the
1933 Act Registration Statement and any 1934 Act Registration Statement and to
file the same, with all exhibits thereto, and any other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the Sponsor might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

          6. This Agreement may be executed in one or more counterparts.

          7. The number of trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or


                                       2







decrease the number of trustees of the Trust; provided, however, that to the
extent required by the Trust Act, one trustee of the Trust shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware. Subject to the foregoing, the Sponsor is entitled to appoint or remove
without cause any Trustee of the Trust at any time. Any Trustee of the Trust may
resign upon thirty days' prior notice to the Sponsor.

          8. The Sponsor hereby agrees to (i) reimburse the Trustee for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustee and any of the
officers, directors, employees and agents of the Trustee (collectively, the
"Indemnified Persons") from and against and all losses, damages, liabilities,
claims, actions, suits, costs, expenses, disbursements (including the reasonable
fees and expenses of counsel), taxes and penalties of any kind and nature
whatsoever (collectively, "Expenses"), to the extent that such Expenses arise
out of or are imposed upon or asserted at any time against such Indemnified
Persons with respect to the performance of this Agreement, the creation,
operation or termination of the Trust or the transactions contemplated hereby;
provided, however, that the Sponsor shall not be required to indemnify any
Indemnified Person for any Expenses which are a result of the willful
misconduct, bad faith or gross negligence of such Indemnified Person.

          9. The Trust may be dissolved and terminated before the issuance of
the preferred securities of the Trust at the election of the Sponsor.

          10. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).

                               [SIGNATURES FOLLOW]


                                        3







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

                                      OMNICARE, INC., as
                                      Sponsor


                                      By: /s/ David W. Froesel, Jr.
                                          --------------------------------------
                                          Name:  David W. Froesel, Jr.
                                          Title: Senior Vice President and Chief
                                                 Financial Officer


                                      CHASE MANHATTAN BANK USA, NATIONAL
                                      ASSOCIATION, as Trustee


                                      By: /s/ John J. Cashin
                                          --------------------------------------
                                          Name:  John J. Cashin
                                          Title: Vice President


                                        4

EX-4

                                                                    Exhibit 4.12

                             CERTIFICATE OF TRUST OF
                            OMNICARE CAPITAL TRUST II
                            -------------------------

     THIS CERTIFICATE OF TRUST of Omnicare Capital Trust II (the "Trust"), dated
February 7, 2003, is being duly executed and filed to form a statutory trust
under the Delaware Statutory Trust Act (12 Del. C. 'SS' 3801 et seq.)(the
"Act").

     1. Name. The name of the statutory trust formed hereby is Omnicare Capital
Trust II.

     2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is Chase Manhattan Bank USA, National
Association, 500 Stanton Christiana Road, FL3-OPS 4, Newark, Delaware, 19713,
Attention: Institutional Trust Services.

     3. Effective Date. This Certificate of Trust will be effective as of its
filing.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust
as of the date first-above written in accordance with Section 3811(a) of the
Act.

                                CHASE MANHATTAN BANK USA, National
                                Association, not in its individual capacity, but
                                solely as trustee


                                By: /s/ John J. Cashin
                                    --------------------------------------------
                                    Name:  John J. Cashin
                                    Title: Vice President

EX-4

                                                                    Exhibit 4.13

                                 TRUST AGREEMENT
                                       OF
                            OMNICARE CAPITAL TRUST II

          THIS TRUST AGREEMENT is made as of February 7, 2003 (this
"Agreement"), by and between Omnicare, Inc., a Delaware corporation, as sponsor
(the "Sponsor"), and Chase Manhattan Bank USA, National Association, as trustee
(the "Trustee"). The Sponsor and the Trustee hereby agree as follows:

          1. The trust created hereby shall be known as "Omnicare Capital Trust
II" (the "Trust"), in which name the Trustee or the Sponsor, to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

          2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
'SS''SS' 3801, et seq. (the "Trust Act"), and that this document constitute the
governing instrument of the Trust. The Trustee is hereby authorized and directed
to execute and file a certificate of trust with the Delaware Secretary of State
in such form as the Trustee may approve.

          3. The Sponsor and the Trustee will enter into an amended and restated
Trust Agreement satisfactory to each such party to provide for the contemplated
operation of the Trust created hereby and the issuance of the preferred
securities and common securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustee shall not
have any duty or obligation hereunder or with respect of the trust estate,
except as otherwise required by applicable law or as the Sponsor directs in
order to obtain prior to such execution and delivery any licenses, consents or
approvals required by applicable law or otherwise. Notwithstanding the
foregoing, the Trustee may take all actions deemed proper as are necessary to
effect the transactions contemplated herein.

          4. The Sponsor, as agent of the Trust, is hereby authorized, in its
sole discretion, (i) to file with the Securities and Exchange Commission (the
"Commission") and to execute, in the case of the 1933 Act Registration Statement
and 1934 Act Registration Statement (as herein defined), on behalf of the Trust,
(a) a Registration Statement (the "1933 Act Registration Statement"), including
all pre-effective or post-effective amendments thereto, relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the preferred securities of the Trust, (b) any preliminary prospectus or
prospectus or supplement thereto relating to the preferred securities of the
Trust required to be filed under the 1933 Act, and (c) if required, a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the preferred securities of
the Trust under Section









12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the
New York Stock Exchange or any other exchange (collectively, the "Exchange") and
execute on behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the preferred securities of the Trust to be listed on the
Exchange; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the preferred securities of the Trust under the securities
or "Blue Sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust,
may deem necessary or desirable; (iv) to execute, deliver and perform on behalf
of the Trust, an underwriting agreement with the Sponsor and the underwriter or
underwriters of the preferred securities of the Trust; (v) to execute, deliver
and perform a depository agreement with the initial clearing agency, relating to
the preferred securities of the Trust; (vi) to apply for and obtain a tax
identification number for the Trust; and (vii) to execute on behalf of the Trust
any and all documents, papers and instruments as may be necessary or desirable
in connection with any of the foregoing.

          In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, PORTAL, the Exchange or state
securities or Blue Sky laws to be executed on behalf of the Trust by the
Trustee, Chase Manhattan Bank USA, National Association, in its capacity as
Trustee of the Trust, is hereby authorized and directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that Chase Manhattan Bank USA, National Association, in its
capacity as Trustee of the Trust, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, PORTAL, the Exchange or state
securities or Blue Sky laws.

          5. In connection with all of the foregoing, the Sponsor hereby
constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D.
Hodges, each of them as its true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for the Sponsor or in the
Sponsor's name, place and stead, in any and all capacities, to sign any and all
amendments (including all pre-effective and post-effective amendments) to the
1933 Act Registration Statement and any 1934 Act Registration Statement and to
file the same, with all exhibits thereto, and any other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the Sponsor might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

          6. This Agreement may be executed in one or more counterparts.

          7. The number of trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or


                                       2







decrease the number of trustees of the Trust; provided, however, that to the
extent required by the Trust Act, one trustee of the Trust shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware. Subject to the foregoing, the Sponsor is entitled to appoint or remove
without cause any Trustee of the Trust at any time. Any Trustee of the Trust may
resign upon thirty days' prior notice to the Sponsor.

          8. The Sponsor hereby agrees to (i) reimburse the Trustee for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustee and any of the
officers, directors, employees and agents of the Trustee (collectively, the
"Indemnified Persons") from and against and all losses, damages, liabilities,
claims, actions, suits, costs, expenses, disbursements (including the reasonable
fees and expenses of counsel), taxes and penalties of any kind and nature
whatsoever (collectively, "Expenses"), to the extent that such Expenses arise
out of or are imposed upon or asserted at any time against such Indemnified
Persons with respect to the performance of this Agreement, the creation,
operation or termination of the Trust or the transactions contemplated hereby;
provided, however, that the Sponsor shall not be required to indemnify any
Indemnified Person for any Expenses which are a result of the willful
misconduct, bad faith or gross negligence of such Indemnified Person.

          9. The Trust may be dissolved and terminated before the issuance of
the preferred securities of the Trust at the election of the Sponsor.

          10. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).

                               [SIGNATURES FOLLOW]


                                       3







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

                                           OMNICARE, INC., as
                                           Sponsor


                                           By: /s/ David. W. Froesel, Jr.
                                               ---------------------------------
                                               Name:  David W. Froesel, Jr.
                                               Title: Senior Vice President and
                                                      Chief Financial Officer


                                           CHASE MANHATTAN BANK USA, NATIONAL
                                           ASSOCIATION, as Trustee


                                           By: /s/ John J. Cashin
                                               ---------------------------------
                                               Name:  John J. Cashin
                                               Title: Vice President


                                       4

EX-4

                                                                    Exhibit 4.14

                             CERTIFICATE OF TRUST OF
                           OMNICARE CAPITAL TRUST III
                           --------------------------

     THIS CERTIFICATE OF TRUST of Omnicare Capital Trust III (the "Trust"),
dated February 7, 2003, is being duly executed and filed to form a statutory
trust under the Delaware Statutory Trust Act (12 Del. C. 'SS' 3801 et
seq.)(the "Act").

     1. Name. The name of the statutory trust formed hereby is Omnicare Capital
Trust III.

     2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is Chase Manhattan Bank USA, National
Association, 500 Stanton Christiana Road, FL3-OPS 4, Newark, Delaware, 19713,
Attention: Institutional Trust Services.

     3. Effective Date. This Certificate of Trust will be effective as of its
filing.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust
as of the date first-above written in accordance with Section 3811(a) of the
Act.

                                CHASE MANHATTAN BANK USA, National
                                Association, not in its individual capacity, but
                                solely as trustee


                                By: /s/ John J. Cashin
                                    --------------------------------------------
                                    Name:  John J. Cashin
                                    Title: Vice President

EX-4

                                                                    Exhibit 4.15

                                 TRUST AGREEMENT
                                       OF
                           OMNICARE CAPITAL TRUST III

          THIS TRUST AGREEMENT is made as of February 7, 2003 (this
"Agreement"), by and between Omnicare, Inc., a Delaware corporation, as sponsor
(the "Sponsor"), and Chase Manhattan Bank USA, National Association, as trustee
(the "Trustee"). The Sponsor and the Trustee hereby agree as follows:

          1. The trust created hereby shall be known as "Omnicare Capital Trust
III" (the "Trust"), in which name the Trustee or the Sponsor, to the extent
provided herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

          2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate. It
is the intention of the parties hereto that the Trust created hereby constitute
a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.
'SS''SS' 3801, et seq. (the "Trust Act"), and that this document constitute the
governing instrument of the Trust. The Trustee is hereby authorized and directed
to execute and file a certificate of trust with the Delaware Secretary of State
in such form as the Trustee may approve.

          3. The Sponsor and the Trustee will enter into an amended and restated
Trust Agreement satisfactory to each such party to provide for the contemplated
operation of the Trust created hereby and the issuance of the preferred
securities and common securities referred to therein. Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustee shall not
have any duty or obligation hereunder or with respect of the trust estate,
except as otherwise required by applicable law or as the Sponsor directs in
order to obtain prior to such execution and delivery any licenses, consents or
approvals required by applicable law or otherwise. Notwithstanding the
foregoing, the Trustee may take all actions deemed proper as are necessary to
effect the transactions contemplated herein.

          4. The Sponsor, as agent of the Trust, is hereby authorized, in its
sole discretion, (i) to file with the Securities and Exchange Commission (the
"Commission") and to execute, in the case of the 1933 Act Registration Statement
and 1934 Act Registration Statement (as herein defined), on behalf of the Trust,
(a) a Registration Statement (the "1933 Act Registration Statement"), including
all pre-effective or post-effective amendments thereto, relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
the preferred securities of the Trust, (b) any preliminary prospectus or
prospectus or supplement thereto relating to the preferred securities of the
Trust required to be filed under the 1933 Act, and (c) if required, a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration Statement"), including all pre-effective and post-effective
amendments thereto, relating to the registration of the preferred securities of
the Trust under Section







12(b) of the Securities Exchange Act of 1934, as amended; (ii) to file with the
New York Stock Exchange or any other exchange (collectively, the "Exchange") and
execute on behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the preferred securities of the Trust to be listed on the
Exchange; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the preferred securities of the Trust under the securities
or "Blue Sky" laws of such jurisdictions as the Sponsor, on behalf of the Trust,
may deem necessary or desirable; (iv) to execute, deliver and perform on behalf
of the Trust, an underwriting agreement with the Sponsor and the underwriter or
underwriters of the preferred securities of the Trust; (v) to execute, deliver
and perform a depository agreement with the initial clearing agency, relating to
the preferred securities of the Trust; (vi) to apply for and obtain a tax
identification number for the Trust; and (vii) to execute on behalf of the Trust
any and all documents, papers and instruments as may be necessary or desirable
in connection with any of the foregoing.

          In the event that any filing referred to in this Section 4 is required
by the rules and regulations of the Commission, PORTAL, the Exchange or state
securities or Blue Sky laws to be executed on behalf of the Trust by the
Trustee, Chase Manhattan Bank USA, National Association, in its capacity as
Trustee of the Trust, is hereby authorized and directed to join in any such
filing and to execute on behalf of the Trust any and all of the foregoing, it
being understood that Chase Manhattan Bank USA, National Association, in its
capacity as Trustee of the Trust, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, PORTAL, the Exchange or state
securities or Blue Sky laws.

          5. In connection with all of the foregoing, the Sponsor hereby
constitutes and appoints Edward L. Hutton, Joel F. Gemunder and Cheryl D.
Hodges, each of them as its true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for the Sponsor or in the
Sponsor's name, place and stead, in any and all capacities, to sign any and all
amendments (including all pre-effective and post-effective amendments) to the
1933 Act Registration Statement and any 1934 Act Registration Statement and to
file the same, with all exhibits thereto, and any other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the Sponsor might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.

          6. This Agreement may be executed in one or more counterparts.

          7. The number of trustees of the Trust initially shall be one and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Sponsor which may
increase or


                                       2







decrease the number of trustees of the Trust; provided, however, that to the
extent required by the Trust Act, one trustee of the Trust shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware. Subject to the foregoing, the Sponsor is entitled to appoint or remove
without cause any Trustee of the Trust at any time. Any Trustee of the Trust may
resign upon thirty days' prior notice to the Sponsor.

          8. The Sponsor hereby agrees to (i) reimburse the Trustee for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustee and any of the
officers, directors, employees and agents of the Trustee (collectively, the
"Indemnified Persons") from and against and all losses, damages, liabilities,
claims, actions, suits, costs, expenses, disbursements (including the reasonable
fees and expenses of counsel), taxes and penalties of any kind and nature
whatsoever (collectively, "Expenses"), to the extent that such Expenses arise
out of or are imposed upon or asserted at any time against such Indemnified
Persons with respect to the performance of this Agreement, the creation,
operation or termination of the Trust or the transactions contemplated hereby;
provided, however, that the Sponsor shall not be required to indemnify any
Indemnified Person for any Expenses which are a result of the willful
misconduct, bad faith or gross negligence of such Indemnified Person.

          9. The Trust may be dissolved and terminated before the issuance of
the preferred securities of the Trust at the election of the Sponsor.

          10. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).

                               [SIGNATURES FOLLOW]


                                       3







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

                                        OMNICARE, INC., as Sponsor


                                        By: /s/ David. W. Froesel, Jr.
                                            ------------------------------------
                                            Name:  David W. Froesel, Jr.
                                            Title: Senior Vice President and
                                                   Chief Financial Officer


                                        CHASE MANHATTAN BANK USA, NATIONAL
                                        ASSOCIATION, as Trustee


                                        By: /s/ John J. Cashin
                                            ------------------------------------
                                            Name:  John J. Cashin
                                            Title: Vice President


                                       4

EX-4

                                                                    Exhibit 4.16
                        OMNICARE CAPITAL TRUST [I/II/III]

                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                                      among

                          OMNICARE, INC., as Depositor,

                     [               ], as Property Trustee,
                  [                    ], as Delaware Trustee,

                                       and

                 [           ], [           ] and [           ],
                           as Administrative Trustees

                           Dated as of ________, 200_






                        OMNICARE CAPITAL TRUST [I/II/III]

              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

Trust Indenture Act Section                              Trust Agreement Section

Section 310(a)(1)...........................................................8.07
        (a)(2)..............................................................8.07
        (a)(3)..............................................................8.09
        (a)(4)....................................................Not Applicable
        (b).................................................................8.08
Section 311(a)............................................................. 8.13
        (b) ................................................................8.13
Section 312(a)..............................................................5.07
        (b).................................................................5.07
        (c).................................................................5.07
Section 313(a)...........................................................8.14(a)
        (a)(4)...........................................................8.14(b)
        (b)..............................................................8.14(b)
        (c)..............................................................8.14(a)
        (d).....................................................8.14(a), 8.14(b)
Section 314(a)..............................................................8.15
        (b).......................................................Not Applicable
        (c)(1)........................................................8.15, 8.16
        (c)(2)..............................................................8.16
        (c)(3)..............................................................8.16
        (d).......................................................Not Applicable
        (e).................................................................8.16
Section 315(a)..............................................................8.01
        (b)........................................................8.02, 8.14(b)
        (c)..............................................................8.01(a)
        (d)...........................................................8.01, 8.03
        (e).......................................................Not Applicable
Section 316(a)....................................................Not Applicable
        (a)(1)(A)...........................................................8.19
        (a)(1)(B)...........................................................8.19
        (a)(2)....................................................Not Applicable
        (b).......................................................Not Applicable
        (c).......................................................Not Applicable
Section 317(a)(1) ................................................Not Applicable
        (a)(2)....................................................Not Applicable
        (b).................................................................5.09
Section 318(a).............................................................10.10

        Note: This Cross-Reference Table does not constitute part of the Trust
Agreement and shall not affect the interpretation of any of its terms and
provisions.






                                TABLE OF CONTENTS

                                                                            Page
ARTICLE I Defined Terms........................................................1

Section 1.01   Definitions.....................................................1

ARTICLE II Establishment of the Trust.........................................10

Section 2.01   Name...........................................................10
Section 2.02   Offices of the Trustees; Principal Place of Business...........10
Section 2.03   Initial Contribution of Trust Property; Organizational
               Expenses.......................................................11
Section 2.04   Issuance of the Preferred Securities...........................11
Section 2.05   Subscription and Purchase of Subordinated Debt Securities;
               Issuance of the Common Securities..............................11
Section 2.06   Declaration of Trust...........................................12
Section 2.07   Authorization to Enter into Certain Transactions...............12
Section 2.08   Assets of Trust................................................17
Section 2.09   Title to Trust Property........................................17
Section 2.10   Mergers and Consolidations of the Trust........................17

ARTICLE III Payment Account...................................................18

Section 3.01   Payment Account................................................18

ARTICLE IV Distributions; Redemption; Exchange................................19

Section 4.01   Distributions..................................................19
Section 4.02   Redemption.....................................................20
Section 4.03   Subordination of Common Securities.............................22
Section 4.04   Payment Procedures.............................................22
Section 4.05   Tax Returns and Reports........................................23
Section 4.06   Payment of Taxes, Duties, Etc. of the Trust....................23
Section 4.07   Payments under the Indenture...................................23
Section 4.08   Exchange of Preferred Securities...............................23

ARTICLE V Trust Securities Certificates.......................................24

Section 5.01   Initial Ownership..............................................24
Section 5.02   The Trust Securities Certificates..............................24
Section 5.03   Execution and Delivery of Trust Securities Certificates........24
Section 5.04   Registration of Transfer and Exchange of Preferred
               Securities Certificates........................................24
Section 5.05   Mutilated, Destroyed, Lost or Stolen Trust Securities
               Certificates...................................................25
Section 5.06   Persons Deemed Securityholders.................................26
Section 5.07   Access to List of Securityholders' Names and Addresses.........26
Section 5.08   Maintenance of Office or Agency................................26

                                       i




Section 5.09   Appointment of Paying Agent....................................26
Section 5.10   Ownership of Common Securities by Depositor....................27
Section 5.11   Book-Entry Preferred Securities Certificates; Common
               Securities Certificate.........................................27
Section 5.12   Notices to Clearing Agency.....................................28
Section 5.13   Definitive Preferred Securities Certificates...................28
Section 5.14   Rights of Securityholders......................................29

ARTICLE VI Acts of Securityholders; Meetings; Voting..........................29

Section 6.01   Limitations on Voting Rights...................................29
Section 6.02   Notice of Meetings.............................................30
Section 6.03   Meetings of Preferred Securityholders..........................30
Section 6.04   Voting Rights..................................................31
Section 6.05   Proxies, etc...................................................31
Section 6.06   Securityholder Action by Written Consent.......................31
Section 6.07   Record Date for Voting and Other Purposes......................31
Section 6.08   Acts of Securityholders........................................32
Section 6.09   Inspection of Records..........................................33

ARTICLE VII Representations and Warranties....................................33

Section 7.01   Representations and Warranties of the Bank and the Property
               Trustee........................................................33
Section 7.02   Representations and Warranties of the Delaware Bank and the
               Delaware Trustee...............................................34
Section 7.03   Representations and Warranties of the Depositor................35

ARTICLE VIII The Trustees.....................................................36

Section 8.01   Certain Duties and Responsibilities............................36
Section 8.02   Certain Notices................................................37
Section 8.03   Certain Rights of Property Trustee.............................37
Section 8.04   Not Responsible for Recitals or Issuance of Securities.........39
Section 8.05   May Hold Securities............................................39
Section 8.06   Compensation; Fees; Indemnity..................................39
Section 8.07   Trustees Required; Eligibility.................................40
Section 8.08   Conflicting Interests..........................................40
Section 8.09   Co-Trustees and Separate Trustee...............................40
Section 8.10   Resignation and Removal; Appointment of Successor..............42
Section 8.11   Acceptance of Appointment by Successor.........................43
Section 8.12   Merger, Conversion, Consolidation or Succession to Business....43
Section 8.13   Preferential Collection of Claims Against Depositor or Trust...44
Section 8.14   Reports by Property Trustee....................................44
Section 8.15   Reports to the Property Trustee................................44
Section 8.16   Evidence of Compliance with Conditions Precedent...............44
Section 8.17   Number of Trustees.............................................44


                                       ii





Section 8.18   Delegation of Power............................................45
Section 8.19   Voting.........................................................45
Section 8.20   Enforcement of Rights of Property Trustee by
               Securityholders................................................45

ARTICLE IX Termination and Liquidation........................................46

Section 9.01   Termination Upon Expiration Date...............................46
Section 9.02   Early Termination..............................................46
Section 9.03   Termination....................................................46
Section 9.04   Certificate of Cancellation....................................47
Section 9.05   Liquidation....................................................47

ARTICLE X Miscellaneous Provisions............................................48

Section 10.01  Limitation of Rights of Securityholders........................48
Section 10.02  Amendment......................................................49
Section 10.03  Separability...................................................50
Section 10.04  Governing Law..................................................50
Section 10.05  Successors.....................................................50
Section 10.06  Headings.......................................................50
Section 10.07  Notice and Demand..............................................50
Section 10.08  Conflict with Trust Indenture Act..............................51

EXHIBIT A      Form of Common Securities Certificate
EXHIBIT B      Form of Expense Agreement
EXHIBIT C      Form of Preferred Securities Certificate


                                      iii





                      AMENDED AND RESTATED TRUST AGREEMENT

            THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ________,
200_, by and among (i) Omnicare, Inc., a Delaware corporation (the "Depositor"
or the "Company"), (ii) [           ], a banking corporation duly organized and
existing under the laws of New York, as trustee (the "Property Trustee" and, in
its separate corporate capacity and not in its capacity as Trustee, the "Bank"),
(iii) [           ], as Delaware trustee (the "Delaware Trustee" and, in its
separate corporate capacity and not in its capacity as Delaware Trustee, the
"Delaware Bank"), (iv) [          ], an individual, [          ], an individual,
and [           ], an individual, as administrative trustees (each an
"Administrative Trustee" and together the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees") and (v) the several Holders, as hereinafter
defined.

                                   WITNESSETH:

            WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act by the entering into that certain Trust Agreement, dated as of
__________, 2003 (the "Original Trust Agreement"), and by the execution and
filing by the Delaware Trustee with the Secretary of State of the State of
Delaware of the Certificate of Trust, dated __________, 2003; and

            WHEREAS, the parties hereto desire to amend and restate the Original
Trust Agreement in its entirety as set forth herein to provide for, among other
things, (i) the addition of the Bank, [individual], [individual] and
[individual] as trustees of the Trust, (ii) the acquisition by the Trust from
the Depositor of all of the right, title and interest in the Subordinated Debt
Securities, (iii) the issuance of the Common Securities by the Trust to the
Depositor and (iv) the issuance and sale of the Preferred Securities by the
Trust pursuant to the Underwriting Agreement.

            NOW THEREFORE, in consideration of the agreements and obligations
set forth herein and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, each party, for the benefit of the other
parties and for the benefit of the Securityholders, hereby amends and restates
the Original Trust Agreement in its entirety and agrees as follows:

                                   ARTICLE I

                                  Defined Terms

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

            (a) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;






            (b) all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

            (c) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Trust Agreement; and

            (d) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Trust Agreement as a whole and not to any
particular Article, Section or other subdivision.

            "Act" has the meaning specified in Section 6.08.

            "Administrative Trustee" means each of the individuals identified as
an "Administrative Trustee" in the preamble to this Trust Agreement solely in
their capacities as Administrative Trustees of the Trust formed and continued
hereunder and not in their individual capacities, or such trustee's successor(s)
in interest in such capacity, or any successor "Administrative Trustee"
appointed as herein provided.

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

            "Bank" has the meaning specified in the preamble to this Trust
Agreement.

            "Bankruptcy Event" means, with respect to any Person:

                  (i) the entry of a decree or order by a court having
            jurisdiction in the premises judging such Person a bankrupt or
            insolvent, or approving as properly filed a petition seeking
            reorganization, arrangement, adjudication or composition of or in
            respect of such Person under federal bankruptcy law or any other
            applicable federal or state law, or appointing a receiver,
            liquidator, assignee, trustee, sequestrator or other similar
            official of such Person or of any substantial part of its property,
            or ordering the winding up or liquidation of its affairs, and the
            continuance of such decree or order unstayed and in effect for a
            period of 60 consecutive days; or

                  (ii) the institution by such Person of proceedings to be
            adjudicated a bankrupt or insolvent, or the consent by it to the
            institution of bankruptcy or insolvency proceedings against it, or
            the filing by it of a petition or answer or consent seeking
            reorganization or relief under federal bankruptcy law or any other
            applicable federal or state law, or the consent



                                       2





            by it to the filing of such petition or to the appointment of a
            receiver, liquidator, assignee, trustee, sequestrator or similar
            official of such Person or of any substantial part of its property,
            or the making by it of an assignment for the benefit of creditors,
            or the admission by it in writing of its inability to pay its debts
            generally as they become due, or the taking of action by such Person
            in furtherance of any such action.

            "Bankruptcy Laws" has the meaning specified in Section 10.09.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors or a duly authorized committee thereof and
to be in full force and effect on the date of such certification, and delivered
to the Trustees.

            "Book-Entry Preferred Securities Certificates" means certificates
representing Preferred Securities issued in global, fully registered form to the
Clearing Agency as described in Section 5.11.

            "Business Day" means a day other than (i) a Saturday or a Sunday,
(ii) a day on which banks in New York, New York are authorized or obligated by
law or executive order to remain closed or (iii) a day on which the Corporate
Trust Office or the Indenture Trustee's principal corporate trust office is
closed for business.

            "Certificate Depository Agreement" means the agreement among the
Trust, the Property Trustee and The Depository Trust Company, as the initial
Clearing Agency, dated ________, ____, relating to the Preferred Securities
Certificates, as the same may be amended and supplemented from time to time.

            "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository Trust Company will be the initial Clearing Agency.

            "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

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

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

            "Common Security" means an undivided beneficial ownership interest
in the assets of the Trust having a Liquidation Amount of $___ and having the
rights provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.


                                       3





            "Common Securities Certificate" means a certificate evidencing
ownership of a Common Security or Securities, substantially in the form attached
as Exhibit A.

            "Company" has the meaning specified in the preamble hereto.

            "Corporate Trust Office" means the office of the Property Trustee at
which its corporate trust business shall be principally administered.

            "Definitive Preferred Securities Certificates" means either or both
(as the context requires) of (i) Preferred Securities Certificates issued in
certificated, fully registered form as provided in Section 5.11(a) and (ii)
Preferred Securities Certificates issued in certificated, fully registered form
as provided in Section 5.13.

            "Delaware Bank" has the meaning specified in the preamble to this
Trust Agreement.

            "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 et seq., as it may be amended from time
to time.

            "Delaware Trustee" means the commercial bank or trust company or any
other Person identified as the "Delaware Trustee" and has the meaning specified
in the preamble to this Trust Agreement solely in its capacity as Delaware
Trustee of the Trust formed and continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor
Delaware Trustee appointed as herein provided.

            "Depositor" means Omnicare, Inc., in its capacity as "Depositor"
under this Trust Agreement.

            "Distribution Date" has the meaning specified in Section 4.01(a).

            "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.01.

            "Event of Default" 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) the occurrence of an Indenture Event of Default; or

                  (ii) default by the Trust in the payment of any Distribution
            when it becomes due and payable, and continuation of such default
            for a period of 30 days; or


                                       4





                  (iii) default by the Trust in the payment of any Redemption
            Price of any Trust Security when it becomes due and payable; or

                  (iv) default in the performance, or breach, of any covenant or
            warranty of the Trustees in this Trust Agreement (other than a
            covenant or warranty a default in whose performance or breach is
            dealt with in clause (ii) or (iii) above) and continuation of such
            default or breach for a period of 60 days after there has been
            given, by registered or certified mail, to the Trustees by the
            Holders of at least 25% in aggregate Liquidation Amount of the
            Outstanding Preferred Securities a written notice specifying such
            default or breach and requiring it to be remedied and stating that
            such notice is a "Notice of Default" hereunder; or

                  (v) the occurrence of a Bankruptcy Event with respect to the
            Property Trustee and the failure by the Depositor to appoint a
            successor Property Trustee within 60 days thereof.

            "Expense Agreement" means the Agreement as to Expenses and
Liabilities between the Company and the Trust, substantially in the form
attached as Exhibit B, as amended from time to time.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Extension Period" has the meaning provided in Section 2.03(a) of
the Subordinated Indenture.

            "Guarantee" means the Guarantee Agreement executed and delivered by
the Company and [           ], as Guarantee Trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the Holders
of the Preferred Securities, as amended from time to time.

            "Indenture Event of Default" means an "Event of Default" as defined
in the Subordinated Indenture.

            "Indenture Redemption Date" means "Redemption Date," as defined in
the Subordinated Indenture.

            "Indenture Trustee" means the trustee under the Subordinated
Indenture.

            "Investment Company Event" means the receipt by the Trust of an
opinion of a nationally recognized independent counsel, to the effect that, as a
result of the occurrence of an amendment to or change in applicable law or
regulations, or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is more than an insubstantial risk
that the Trust is or will be considered an "investment company" that is required
to be registered under the 1940 Act, which Change in 1940 Act Law becomes
effective on or after the Issue Date.


                                       5





            "Issue Date" means the date of the delivery of the Trust Securities.

            "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed
of trust, adverse ownership interest, hypothecation, assignment, security
interest or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever.

            "Like Amount" means (i) Trust Securities having a Liquidation Amount
equal to the principal amount of Subordinated Debt Securities to be
contemporaneously redeemed in accordance with the Subordinated Indenture and the
proceeds of which will be used to pay the Redemption Price of such Trust
Securities and (ii) Subordinated Debt Securities having a principal amount equal
to the Liquidation Amount of the Trust Securities of the Holder to whom such
Subordinated Debt Securities are distributed.

            "Liquidation Amount" means the stated amount of $___ per Trust
Security.

            "Liquidation Date" means the date on which Subordinated Debt
Securities are to be distributed to Holders of Trust Securities in connection
with a dissolution and liquidation of the Trust pursuant to Section 9.05.

            "Liquidation Distribution" has the meaning specified in Section
9.06.

            "Officers' Certificate" means a certificate signed by the Chairman
of the Board, a Vice Chairman of the Board, the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Depositor, and delivered to the appropriate Trustee. One of
the officers signing an Officers' Certificate given pursuant to Section 8.16
shall be the principal executive, financial or accounting officer of the
Depositor. An Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

                  (a) a statement that each officer signing the Officers'
            Certificate has read the covenant or condition and the definitions
            relating thereto;

                  (b) a brief statement of the nature and scope of the
            examination or investigation undertaken by each officer in rendering
            the Officers' Certificate;

                  (c) a statement that each such officer has made such
            examination or investigation as is necessary, in such officer's
            opinion, to express an informed opinion as to whether or not such
            covenant or condition has been complied with; and

                  (d) a statement as to whether, in the opinion of each such
            officer, such condition or covenant has been complied with.


                                       6





            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Trustees or the Depositor, but not an employee of the
Trust or the Trustees, and who shall be reasonably acceptable to the Property
Trustee. Any Opinion of Counsel pertaining to federal income tax matters may
rely on published rulings of the Internal Revenue Service.

            "Original Trust Agreement" has the meaning specified in the recitals
to this Trust Agreement.

            "Outstanding", when used with respect to Preferred Securities,
means, as of the date of determination, all Preferred Securities theretofore
delivered under this Trust Agreement, except:

                  (i) Preferred Securities theretofore canceled by the
            Administrative Trustees or delivered to the Administrative Trustees
            for cancellation;

                  (ii) Preferred Securities for whose payment or redemption
            money in the necessary amount has been theretofore deposited with
            the Property Trustee or any Paying Agent for the Holders of such
            Preferred Securities; provided that if such Preferred Securities are
            to be redeemed, notice of such redemption has been duly given
            pursuant to this Trust Agreement; and

                  (iii) Preferred Securities in exchange for or in lieu of which
            other Preferred Securities have been delivered pursuant to this
            Trust Agreement;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Depositor, the Holder of the Common
Securities, any Trustee or any Affiliate of the Depositor or any Trustee shall
be disregarded and deemed not to be Outstanding, except that (a) in determining
whether any Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
which such Trustee knows to be so owned shall be so disregarded and (b) the
foregoing shall not apply at any time when all of the outstanding Preferred
Securities are owned by the Depositor, the Holder of the Common Securities, one
or more Trustees and/or any such Affiliate. Preferred Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee's
right so to act with respect to such Preferred Securities and that the pledgee
is not the Depositor or any Affiliate of the Depositor.

            "Owner" means each Person who is the beneficial owner of a
Book-Entry Preferred Securities Certificate as reflected in the records of the
Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as
reflected in the records of a Person



                                       7





maintaining an account with such Clearing Agency (directly or indirectly, in
accordance with the rules of such Clearing Agency).

            "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.09 and shall initially be the ________.

            "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee for the benefit of the
Securityholders in which all amounts paid in respect of the Subordinated Debt
Securities will be held and from which the Property Trustee shall make payments
to the Securityholders in accordance with Sections 4.01 and 4.02.

            "Person" means an individual, corporation, partnership, joint
venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

            "Preferred Security" means an undivided beneficial ownership
interest in the assets of the Trust having a Liquidation Amount of $___ and
having rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

            "Preferred Securities Certificate" means a certificate evidencing
ownership of a Preferred Security or Securities, substantially in the form
attached as Exhibit C.

            "Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee" in the preamble to this Trust Agreement
solely in its capacity as Property Trustee of the Trust formed and continued
hereunder and not in its individual capacity, or its successor in interest in
such capacity, or any successor "Property Trustee" as herein provided.

            "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Indenture Redemption Date shall be a Redemption
Date for a Like Amount of Trust Securities.

            "Redemption Price" means, with respect to any date fixed for
redemption of any Trust Security, the Liquidation Amount of such Trust Security,
plus accrued and unpaid Distributions to such date.

            "Relevant Trustee" shall have the meaning specified in Section 8.10.

            "Securities Register" and "Securities Registrar" are described in
Section 5.04.

            "Securityholder" or "Holder" means a Person in whose name a Trust
Security or Securities is registered in the Securities Register; any such Person
is a beneficial owner within the meaning of the Delaware Statutory Trust Act.


                                       8





            "Special Event" means a Tax Event or an Investment Company Event.

            "Subordinated Debt Securities" means the $__________ aggregate
principal amount of the Depositor's _______% Subordinated Debt Securities due
__________, issued pursuant to the Subordinated Indenture, which may be
increased by an additional amount not to exceed $__________ aggregate principal
amount of the Depositor's _______% Subordinated Debt Securities due __________
issued pursuant to the Subordinated Indenture, the Underwriters' Over allotment
Option and Section 2.05 herein.

            "Subordinated Indenture" means the Subordinated Debt Securities
Indenture, dated as of ________, 200_, between the Depositor and the Indenture
Trustee, as amended or supplemented from time to time.

            "Tax Event" means the receipt by the Trust of an independent Opinion
of Counsel, to the effect that, as a result of (a) any amendment to, change in
or announced prospective change in the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, or (b) any official administrative written decision or pronouncement,
or judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement, or decision is
announced on or after the Issue Date, there is more than an insubstantial risk
that (i) the Trust is, or will be within 90 days of the date of such opinion,
subject to the United States federal income tax with respect to income received
or accrued on the Subordinated Debt Securities, (ii) interest payable by the
Company on the Subordinated Debt Securities is not, or within 90 days of the
date of such opinion will not be, deductible, in whole or in part, by the
Company for United States federal income tax purposes, or (iii) the Trust is, or
will be within 90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

            "Trust" means the Delaware Statutory Trust continued hereby and
identified on the cover page to this Trust Agreement.

            "Trust Agreement" means this Amended and Restated Trust Agreement,
as the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including all exhibits hereto, including, for all
purposes of this Amended and Restated Trust Agreement and any modification,
amendment or supplement, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this Amended and Restated Trust Agreement and
any such modification, amendment or supplement, respectively.

            "Trustees" means the Persons identified as "Trustees" in the
preamble to this Trust Agreement solely in their capacities as Trustees of the
Trust formed and continued hereunder and not in their individual capacities, or
their successor in interest in such capacity, or any successor trustee appointed
as herein provided.


                                       9





            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

            "Trust Property" means (i) the Subordinated Debt Securities, (ii)
any cash on deposit in, or owing to, the Payment Account, and (iii) all proceeds
and rights in respect of the foregoing and any other property and assets for the
time being held or deemed to be held by the Property Trustee pursuant to this
Trust Agreement.

            "Trust Securities Certificate" means any one of the Common
Securities Certificates or the Preferred Securities Certificates.

            "Trust Security" means any one of the Common Securities or the
Preferred Securities.

            "Underwriters" means the underwriters named in the Underwriting
Agreement.

            "Underwriters' Overallotment Option" means the Underwriters' option
to purchase up to an additional _________ Preferred Securities pursuant to the
Underwriting Agreement.

            "Underwriters' Overallotment Option Closing Date" means the closing
of the transactions contemplated by the Underwriters' Overallotment Option.

            "Underwriting Agreement" means the Underwriting Agreement, dated
________, 200_, among the Trust, the Depositor and the Underwriters.

                                   ARTICLE II

                           Establishment of the Trust

            Section 2.01 Name. The Trust continued hereby shall be known as
"Omnicare Capital Trust [I/II/III]", in which name the Trustees may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued. The Administrative Trustees may change
the name of the Trust from time to time following written notice to the Holders.

            Section 2.02 Offices of the Trustees; Principal Place of Business.
The address of the Property Trustee is _______________, or at such other address
as the Property Trustee may designate by written notice to the Securityholders
and the Depositor. The principal place of business of the Delaware Trustee is
c/o ____________, Attn: __________, or at such other address in Delaware as the
Delaware Trustee may designate by notice to the Depositor. The address of the
Administrative Trustees is c/o Omnicare, Inc., 100 East



                                       10





RiverCenter Boulevard, Covington, Kentucky 41011, Attention: Secretary. The
principal place of business of the Trust is c/o Omnicare, Inc., 100 East
RiverCenter Boulevard, Covington, Kentucky 41011. The Depositor may change the
principal place of business of the Trust at any time by giving notice thereof to
the Trustees.

            Section 2.03 Initial Contribution of Trust Property; Organizational
Expenses. The Delaware Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of the Trustees,
promptly reimburse the Trustees for any such expenses paid by the Trustees. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

            Section 2.04 Issuance of the Preferred Securities. Contemporaneously
with the execution and delivery of this Trust Agreement, the Administrative
Trustees, on behalf of the Trust, shall execute and deliver to the Underwriters
Preferred Securities Certificates, registered in the name of the nominee of the
initial Clearing Agency, in an aggregate amount of __________ Preferred
Securities having an aggregate Liquidation Amount of $__________, against
receipt of the aggregate purchase price of such Preferred Securities of
$__________, which amount the Administrative Trustees shall promptly deliver to
the Property Trustee. In addition, in connection with the Underwriters'
Overallotment Option, the Administrative Trustees, on behalf of the Trust, may
execute and deliver to the Underwriters Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing Agency, in an
additional aggregate amount of up to __________ Preferred Securities having an
aggregate Liquidation Amount of $__________, against receipt of the aggregate
purchase price of such Preferred Securities, which amount the Administrative
Trustees shall promptly deliver to the Property Trustee.

            Section 2.05 Subscription and Purchase of Subordinated Debt
Securities; Issuance of the Common Securities.

            (a) Contemporaneously with the execution and delivery of this Trust
Agreement, the Administrative Trustees, on behalf of the Trust, shall execute
and deliver to the Depositor Common Securities Certificates, registered in the
name of the Depositor, in an aggregate amount of __________ Common Securities
having an aggregate Liquidation Amount of $__________, against payment by the
Depositor of such amount. Contemporaneously therewith, the Administrative
Trustees, on behalf of the Trust, shall subscribe to and purchase from the
Depositor Subordinated Debt Securities, registered in the name of the Property
Trustee, on behalf of the Trust and the Holders, and having an aggregate
principal amount equal to $__________ Subordinated Debt Securities, and in
satisfaction of the purchase price for such Subordinated Debt Securities, the
Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum
of $__________ Subordinated Debt Securities.

            (b) If the Underwriters' Overallotment Option is exercised and there
is an Option Closing Date, then an Administrative Trustee, on behalf of the
Trust, shall execute and deliver to the Depositor, Common Securities
Certificates, registered in the



                                       11





name of the Depositor, in an additional aggregate amount of Common Securities
having an aggregate Liquidation Amount of up to $________ against payment by the
Depositor of such amount. Contemporaneously therewith, an Administrative
Trustee, on behalf of the Trust, shall subscribe to and purchase from the
Depositor, additional Subordinated Debt Securities, registered in the name of
the Trust and having an aggregate principal amount of up to $________, and, in
satisfaction of the purchase price of such Subordinated Debt Securities, the
Property Trustee, on behalf of the Trust, shall deliver to the Depositor an
amount equal to the sum of the amounts received from one of the Administrative
Trustees pursuant to the last sentence of Section 2.04.

            Section 2.06 Declaration of Trust. The exclusive purposes and
functions of the Trust are (i) to issue and sell the Trust Securities and use
the proceeds from such sale to acquire the Subordinated Debt Securities, and
(ii) to engage in those activities necessary, incidental, appropriate or
convenient thereto. The Depositor hereby appoints each of the Bank, the Delaware
Bank, [Individual], [Individual] and [Individual] as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein. The
Property Trustee hereby declares that it will hold the Trust Property in trust
upon and subject to the conditions set forth herein for the benefit of the Trust
and the Securityholders. The Trustees shall have all rights, powers and duties
set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees for
the sole and limited purpose of fulfilling the requirements of Section 3807(a)
of the Delaware Statutory Trust Act.

            Section 2.07 Authorization to Enter into Certain Transactions. The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph C of
this Section, and in accordance with the following paragraphs A and B, the
Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express or implied, otherwise granted to the Trustees under this Trust
Agreement, and to perform all acts in furtherance thereof, including without
limitation, the following:

            A. As among the Trustees, the Administrative Trustees, acting singly
or jointly, shall have the exclusive power, duty and authority to act on behalf
of the Trust with respect to the following matters:

                  (i) to acquire the Subordinated Debt Securities with the
            proceeds of the sale of the Trust Securities; provided, however, the
            Administrative Trustees shall cause legal title to all of the
            Subordinated Debt Securities to be vested in, and the Subordinated
            Debt Securities to be held of record in the name of, the Property
            Trustee for the benefit of the Trust and Holders of the Trust
            Securities;


                                       12





                  (ii) to establish a record date with respect to all actions to
            be taken hereunder that require a record date be established,
            including for the purposes of ss. 316(c) of the Trust Indenture Act
            and with respect to Distributions, voting rights, redemptions, and
            exchanges, and to issue relevant notices to Holders of the Trust
            Securities as to such actions and applicable record dates;

                  (iii) to bring or defend, pay, collect, compromise, arbitrate,
            resort to legal action, or otherwise adjust claims or demands of or
            against the Trust ("Legal Action"), unless pursuant to Section
            2.07(B)(v), the Property Trustee has the power to bring such Legal
            Action;

                  (iv) to employ or otherwise engage employees and agents (who
            may be designated as officers with titles) and managers,
            contractors, advisors, and consultants and pay reasonable
            compensation for such services;

                  (v) to cause the Trust to comply with the Trust's obligations
            under the Trust Indenture Act;

                  (vi) to give the certificate to the Property Trustee required
            by ss. 314(a)(4) of the Trust Indenture Act, which certificate may
            be executed by any Administrative Trustee;

                  (vii) to take all actions and perform such duties as may be
            required of the Administrative Trustees pursuant to the terms of
            this Trust Agreement;

                  (viii) to take all action that may be necessary or appropriate
            for the preservation and the continuation of the Trust's valid
            existence, rights, franchises and privileges as a statutory
            Statutory Trust under the laws of the State of Delaware and of each
            other jurisdiction in which such existence is necessary to protect
            the limited liability of the Holders of the Trust Securities or to
            enable the Trust to effect the purposes for which the Trust has been
            created;

                  (ix) to take all action necessary to cause all applicable tax
            returns and tax information reports that are required to be filed
            with respect to the Trust to be duly prepared and filed by the
            Administrative Trustees, on behalf of the Trust;

                  (x) to issue and sell the Trust Securities;

                  (xi) to cause the Trust to enter into, and to execute, deliver
            and perform on behalf of the Trust, the Expense Agreement and the
            Certificate Depository Agreement and such other agreements as may be
            necessary or desirable in connection with the consummation hereof;


                                       13





                  (xii) to assist in the registration of the Preferred
            Securities under the Securities Act of 1933, as amended, and under
            state securities or blue sky laws, and the qualification of this
            Trust Agreement as a trust indenture under the Trust Indenture Act;

                  (xiii) to assist in the listing of the Preferred Securities
            upon such securities exchange or exchanges as shall be determined by
            the Depositor and the registration of the Preferred Securities under
            the Exchange Act, and the preparation and filing of all periodic and
            other reports and other documents pursuant to the foregoing;

                  (xiv) to send notices (other than notices of default) and
            other information regarding the Trust Securities and the
            Subordinated Debt Securities to the Securityholders in accordance
            with this Trust Agreement;

                  (xv) to appoint a Paying Agent (subject to Section 5.09),
            authenticating agent and Securities Registrar in accordance with
            this Trust Agreement;

                  (xvi) to assist in, to the extent provided in this Trust
            Agreement, the winding up of the affairs of and termination of the
            Trust and the preparation, execution and filing of the certificate
            of cancellation with the Secretary of State of the State of
            Delaware; and

                  (xvii) to take any action incidental to the foregoing as the
            Administrative Trustees may from time to time determine is
            necessary, appropriate, convenient or advisable to protect and
            conserve the Trust Property for the benefit of the Securityholders
            (without consideration of the effect of any such action on any
            particular Securityholder).

            B. As among the Trustees, the Property Trustee shall have the
exclusive power, duty and authority to act on behalf of the Trust with respect
to the following matters:

                  (i) engage in such ministerial activities as shall be
            necessary or appropriate to effect promptly the redemption of the
            Trust Securities to the extent the Subordinated Debt Securities are
            redeemed or mature;

                  (ii) upon notice of distribution issued by the Administrative
            Trustees in accordance with the terms of this Trust Agreement,
            engage in such ministerial activities as shall be necessary or
            appropriate to effect promptly the distribution pursuant to terms of
            this Trust Agreement of Subordinated Debt Securities to Holders of
            Trust Securities;

                  (iii) subject to the terms hereof, exercise all of the rights,
            powers and privileges of a holder of the Subordinated Debt
            Securities under the Subordinated Indenture and, if an Event of
            Default occurs and is continuing, shall enforce for the benefit of,
            and subject to the rights of, the



                                       14





            Holders of the Trust Securities, its rights as holder of the
            Subordinated Debt Securities under the Subordinated Indenture;

                  (iv) take all actions and perform such duties as may be
            specifically required of the Property Trustee pursuant to the terms
            of this Trust Agreement;

                  (v) take any Legal Action specifically required of the
            Property Trustee pursuant to the terms of this Trust Agreement which
            arises out of or in connection with an Event of Default or the
            Property Trustee's duties and obligations under this Trust
            Agreement, the Delaware Statutory Trust Act or the Trust Indenture
            Act;

                  (vi) the establishment and maintenance of the Payment Account;

                  (vii) the receipt of and holding of legal title to the
            Subordinated Debt Securities as described herein;

                  (viii) the collection of interest, principal and any other
            payments made in respect of the Subordinated Debt Securities in the
            Payment Account;

                  (ix) the distribution of amounts owed to the Securityholders
            in respect of the Trust Securities;

                  (x) the sending of notices of default and other information
            regarding the Trust Securities and the Subordinated Debt Securities
            to the Securityholders in accordance with this Trust Agreement;

                  (xi) the distribution of the Trust Property in accordance with
            the terms of this Trust Agreement;

                  (xii) as provided in this Trust Agreement, the winding up of
            the affairs of and termination of the Trust and the preparation,
            execution and filing of the certificate of cancellation with the
            Secretary of State of Delaware; and

                  (xiii) the taking of any action incidental to the foregoing as
            the Property Trustee may from time to time determine is necessary,
            appropriate, convenient or advisable to protect and conserve the
            Trust Property for the benefit of the Securityholders (without
            consideration of the effect of any such action on any particular
            Securityholder).

            C. So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized


                                       15





by this Trust Agreement, (ii) sell, assign, transfer, exchange, pledge, set-off
or otherwise dispose of any of the Trust Property or interests therein,
including to Securityholders, except as expressly provided herein, (iii) take
any action that would cause the Trust to fail or cease to qualify as a grantor
trust for United States federal income tax purposes, (iv) incur any indebtedness
for borrowed money, (v) take or consent to any action that would result in the
placement of a Lien on any of the Trust Property, (vi) issue any securities
other than the Trust Securities, or (vii) have any power to, or agree to any
action by the Depositor that would, vary the investment (within the meaning of
Treasury Regulation Section 301.7701-4(c)) of the Trust or of the
Securityholders. The Trustees shall defend all claims and demands of all Persons
at any time claiming any Lien on any of the Trust Property adverse to the
interest of the Trust or the Securityholders in their capacity as
Securityholders.

            D. In connection with the issue and sale of the Preferred
Securities, the Depositor shall have the right and responsibility to assist the
Trust with respect to, or effect on behalf of the Trust, the following (and any
actions taken by the Depositor in furtherance of the following prior to the date
of this Trust Agreement are hereby ratified and confirmed in all respects):

                  (i) to prepare for filing by the Trust with the Commission a
            registration statement on Form S-3 under the Securities Act of 1933,
            as amended, in relation to the Preferred Securities, including any
            amendments thereto;

                  (ii) to determine the states in which to take appropriate
            action to qualify or register for sale all or part of the Preferred
            Securities and to do any and all such acts, other than actions which
            must be taken by or on behalf of the Trust, and advise the Trustees
            of actions they must take on behalf of the Trust, and prepare for
            execution and filing any documents to be executed and filed by the
            Trust or on behalf of the Trust, as the Depositor deems necessary or
            advisable in order to comply with the applicable laws of any such
            States;

                  (iii) to prepare for filing by the Trust, and to execute on
            behalf of the Trust, an application to the New York Stock Exchange
            or any other national stock exchange or the NASDAQ National Market
            for listing upon notice of issuance of any Preferred Securities;

                  (iv) to prepare for filing by the Trust, and to execute on
            behalf of the Trust, with the Commission a registration statement on
            Form 8-A relating to the registration of the Preferred Securities
            under Section 12(b) of the Exchange Act, including any amendments
            thereto;

                  (v) to negotiate the terms of the Underwriting Agreement
            providing for the sale of the Preferred Securities and to execute,
            deliver and perform the Underwriting Agreement on behalf of the
            Trust; and


                                       16





                  (vi) any other actions necessary, incidental, appropriate or
            convenient to carry out any of the foregoing activities.

            E. Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be an
"investment company" required to be registered under the Investment Company Act
of 1940, as amended, or taxed as other than a grantor trust for United States
federal income tax purposes and so that the Subordinated Debt Securities will be
treated as indebtedness of the Depositor for United States federal income tax
purposes. In this connection, the Depositor and the Administrative Trustees are
authorized to take any action, not inconsistent with applicable law, the
Certificate of Trust or this Trust Agreement, that each of the Depositor and the
Administrative Trustees determines in its discretion to be necessary or
desirable for such purposes, as long as such action does not materially and
adversely affect the interests of the Holders of the Preferred Securities.

            Section 2.08 Assets of Trust. The assets of the Trust shall consist
of the Trust Property.

            Section 2.09 Title to Trust Property. Legal title to all Trust
Property shall be vested at all times in the Property Trustee (in its capacity
as such) and shall be held and administered by the Property Trustee for the
benefit of the Securityholders and the Trust in accordance with this Trust
Agreement. The right, title and interest of the Property Trustee to the
Subordinated Debt Securities shall vest automatically in each Person who may
thereafter be appointed as Property Trustee in accordance with the terms hereof.
Such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered.

            Section 2.10 Mergers and Consolidations of the Trust. The Trust may
not consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any
corporation or other body, except as described below or otherwise provided in
this Trust Agreement. The Trust may at the request of the Company, with the
consent of the Administrative Trustees and without the consent of the Holders of
the Trust Securities, the Delaware Trustee or the Property Trustee, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any state; provided, that (i) such successor entity either (x)
expressly assumes all of the obligations of the Trust with respect to the Trust
Securities or (y) substitutes for the Preferred Securities other securities
having substantially the same terms as the Trust Securities (herein referred to
as the "Successor Securities") so long as the Successor Securities rank the same
as the Trust Securities rank in priority with respect to Distributions and
payments upon liquidation, redemption and otherwise, (ii) the Company expressly
appoints a trustee of such successor entity possessing the same powers and
duties as the Property Trustee as the holder of legal title to the Subordinated
Debt Securities, (iii) the Preferred Securities or any Successor Securities are
listed, or any Successor Securities will be listed upon notification of
issuance, on any national securities exchange or other organization on which the
Preferred Securities are then listed, (iv) such merger, consolidation,
amalgamation or



                                       17





replacement does not cause the Preferred Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation, amalgamation or replacement does
not adversely affect the rights, preferences and privileges of the Holders of
the Trust Securities (including any Successor Securities) in any material
respect, other than with respect to any dilution of the holders' interest in the
new entity, (vi) such successor entity has a purpose substantially identical to
that of the Trust, (vii) prior to such merger, consolidation, amalgamation, or
replacement, the Company has received an Opinion of Counsel to the effect that
(A) such merger, consolidation, amalgamation or replacement does not adversely
affect the rights, preferences and privileges of the Holders of the Trust
Securities (including any Successor Securities) in any material respect, other
than with respect to any dilution of the holders' interest in the new entity,
and (B) following such merger, consolidation, amalgamation or replacement,
neither the Trust nor such successor entity will be required to register as an
investment company under the Investment Company Act of 1940, and (viii) the
Company guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding the
foregoing, the Trust shall not, except with the consent of Holders of 100% in
Liquidation Amount of the Trust Securities, consolidate, amalgamate, merge with
or into, or be replaced by any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if, in the opinion of
tax counsel, such consolidation, amalgamation, merger or replacement would cause
the Trust or the successor entity to be classified as other than a grantor trust
for federal income tax purposes.

                                  ARTICLE III

                                 Payment Account

            Section 3.01 Payment Account.

            (a) On or prior to the Issue Date, the Property Trustee shall
establish the Payment Account. The Property Trustee and an agent of the Property
Trustee shall have exclusive control and sole right of withdrawal with respect
to the Payment Account for the purpose of making deposits in and withdrawals
from the Payment Account in accordance with this Trust Agreement. All monies and
other property deposited or held from time to time in the Payment Account shall
be held by the Property Trustee in the Payment Account for the exclusive benefit
of the Securityholders and for distribution as herein provided, including (and
subject to) any priority of payments provided for herein.

            (b) The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal or interest on, and any other
payments or proceeds with respect to, the Subordinated Debt Securities. Amounts
held in the Payment Account shall not be invested by the Property Trustee
pending distribution thereof.


                                       18





                                   ARTICLE IV

                       Distributions; Redemption; Exchange

            Section 4.01 Distributions.

            (a) Distributions on the Trust Securities shall be cumulative and
accrue from the Issue Date and, except in the event that the Depositor exercises
its right to an Extension Period, shall be payable [quarterly] [semi-annually]
in arrears on [ ], [ ], [ ] and [ ] of each year, commencing on ______ __, 200_.
If any date on which Distributions are otherwise payable on the Trust Securities
is not a Business Day, then the payment of such Distribution shall be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay) except that, if such Business Day is
in the next succeeding calendar year, payment of such Distribution shall be made
on the immediately preceding Business Day, in each case, with the same force and
effect as if made on such date (each such date, a "Distribution Date").

            (b) Distributions payable on the Trust Securities shall be fixed at
a rate of _____% per annum of the Liquidation Amount of the Trust Securities.
The amount of Distributions payable for any full [quarterly] [semi-annually]
period shall be computed on the basis of twelve 30-day months and a 360-day
year. If the Company exercises its rights to an Extension Period, then the rate
per annum at which Distributions on the Trust Securities accumulate shall be
increased by an amount such that the aggregate amount of Distributions that
accumulate on all Trust Securities during any such Extension Period is equal to
the aggregate amount of interest (including interest payable on unpaid interest
at the percentage rate per annum set forth above, compounded [quarterly]
[semi-annually], to the extent permitted by applicable law) that accrues during
any such Extension Period on the Subordinated Debt Securities. The payment of
such deferred interest, together with interest thereon, will be distributed to
the Holders of the Trust Securities as received at the end of any Extension
Period.

            (c) Distributions on the Trust Securities shall be made and shall be
deemed payable on each Distribution Date only to the extent that the Trust has
legally and immediately available funds in the Payment Account for the payment
of such Distributions.

            (d) Distributions on the Trust Securities on each Distribution Date
shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
the close of business on (i) the Business Day prior to the relevant Distribution
Date if the Preferred Securities are represented by Book-Entry Preferred
Securities Certificates or (ii) the fifteenth calendar day prior to the relevant
Distribution Date if the Preferred Securities are represented by Definitive
Preferred Securities Certificates.


                                       19





            Each Trust Security upon registration of transfer of or in exchange
for or in lieu of any other Trust Security shall carry the rights of
Distributions accrued and unpaid, and to accrue, which were carried by such
other Trust Security.

            Section 4.02 Redemption.

            (a) On each Redemption Date with respect to the Subordinated Debt
Securities, whether at the stated maturity of the Subordinated Debt Securities
or upon earlier redemption as provided in the Subordinated Debt Securities and
the Subordinated Indenture, including pursuant to a Special Event, the Trust
will be required to redeem a Like Amount of Trust Securities at the Redemption
Price.

            (b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Securities Register. All notices of
redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the CUSIP number;

                  (iv) if less than all the Outstanding Trust Securities are to
            be redeemed, the total Liquidation Amount of the Trust Securities to
            be redeemed;

                  (v) that on the Redemption Date the Redemption Price will
            become due and payable upon each such Trust Security to be redeemed
            and that Distributions thereon will cease to accrue on and after
            such date; and

                  (vi) the place where the Trust Securities are to be
            surrendered for the payment of the Redemption Price.

            (c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption of Subordinated Debt Securities. Redemptions of the Trust Securities
shall be made and the Redemption Price shall be deemed payable on each
Redemption Date only to the extent that the Trust has funds legally and
immediately available in the Payment Account for the payment of such Redemption
Price.

            (d) If the Property Trustee gives a notice of redemption in respect
of any Preferred Securities, then, by 12:00 noon New York time, on the
Redemption Date, subject to Section 4.02(c), the Property Trustee will, so long
as the Preferred Securities are in book-entry only form, irrevocably deposit
with the Clearing Agency for the Preferred Securities funds sufficient to pay
the applicable Redemption Price. If the Preferred Securities are no longer in
book-entry only form, the Property Trustee, subject



                                       20





to Section 4.02(c), shall irrevocably deposit with the Paying Agent funds
sufficient to pay the applicable Redemption Price and will give the Paying Agent
irrevocable instructions to pay the Redemption Price to the Holders thereof upon
surrender of their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the Securities Register for the Trust
Securities on the relevant record dates for the related Distribution Dates. If
notice of redemption shall have been given and funds deposited as required, then
upon the date of such deposit, all rights of Securityholders holding Trust
Securities so called for redemption will cease, except the right of such
Securityholders to receive the Redemption Price, but without interest, and such
Securities will cease to be outstanding. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date shall be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such Redemption Price shall be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
Trust Securities is improperly withheld or refused and not paid either by the
Trust or by the Depositor pursuant to the Guarantee, Distributions on such Trust
Securities will continue to accrue at the then applicable rate, from such
Redemption Date originally established by the Trust for such Preferred
Securities to the date such Redemption Price is actually paid.

            (e) Subject to Section 4.03(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected on a pro rata basis (based on liquidation amounts) not more
than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for a
redemption of portions equal to the Liquidation Amount or integral multiple
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than such Liquidation Amount; provided, however, that before undertaking
redemption of the Preferred Securities on other than a pro rata basis, the
Property Trustee shall have received an Opinion of Counsel that the status of
the Trust as a grantor trust for federal income tax purposes would not be
adversely affected. The Property Trustee shall promptly notify the Securities
Registrar in writing of the Preferred Securities selected for redemption and, in
the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to the
redemption of Preferred Securities shall relate, in the case of any Preferred
Securities redeemed or to be redeemed only in part, to the portion of the
Liquidation Amount of Preferred Securities which has been or is to be redeemed.


                                       21





            (f) If, at any time, a Special Event shall occur and be continuing,
the Depositor shall have the right, upon not less than 30 nor more than 60 days'
notice, to redeem the Subordinated Debt Securities, in whole but not in part,
for cash within 90 days following the occurrence of such Special Event, and,
following such redemption, a Like Amount of Preferred Securities shall be
redeemed by the Trust at the Redemption Price.

            (g) Subject to the foregoing provisions of Section 4.02 and to
applicable law (including, without limitation, United States federal securities
laws), the Company or its Affiliates may, at any time and from time to time,
purchase outstanding Preferred Securities by tender, in the open market or by
private agreement.

            Section 4.03 Subordination of Common Securities.

            (a) Payment of Distributions on, and the Redemption Price of, the
Trust Securities, as applicable, shall be made pro rata based on the Liquidation
Amount of the Trust Securities; provided, however, that if on any Distribution
Date or Redemption Date an Indenture Event of Default shall have occurred and be
continuing, no payment of any Distribution on, or Redemption Price of, any
Common Security, and no other payment on account of the redemption, liquidation
or other acquisition of Common Securities, shall be made unless payment in full
in cash of all accrued and unpaid Distributions on all Outstanding Preferred
Securities for all distribution periods terminating on or prior thereto, or in
the case of payment of the Redemption Price the full amount of such Redemption
Price on all Outstanding Preferred Securities, shall have been made or provided
for, and all funds immediately available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions on, or Redemption
Price of, Preferred Securities then due and payable.

            (b) In the case of the occurrence of any Indenture Event of Default,
the Holder of Common Securities will be deemed to have waived any such Event of
Default under this Trust Agreement until the effect of all such Events of
Default with respect to the Preferred Securities have been cured, waived or
otherwise eliminated. Until any such Events of Default under this Trust
Agreement with respect to the Preferred Securities have been so cured, waived or
otherwise eliminated, the Property Trustee shall act solely on behalf of the
Holders of the Preferred Securities and not the Holder of the Common Securities,
and only the Holders of the Preferred Securities will have the right to direct
the Property Trustee to act on their behalf.

            Section 4.04 Payment Procedures. Payments in respect of the
Preferred Securities shall be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Securities Register or, if
the Preferred Securities are held by a Clearing Agency, such Distributions shall
be made to the Clearing Agency, which shall credit the relevant Persons'
accounts at such Clearing Agency on the applicable Distribution Dates. Payments
in respect of the Common Securities shall be made in such manner as shall be
mutually agreed between the Property Trustee and the Holder of the Common
Securities.


                                       22





            Section 4.05 Tax Returns and Reports. The Administrative Trustee(s)
shall prepare (or cause to be prepared), at the Depositor's expense, and file
all United States federal, state and local tax and information returns and
reports required to be filed by or in respect of the Trust. The Administrative
Trustee(s) shall (a) prepare and file (or cause to be prepared and filed) the
appropriate Internal Revenue Service form required to be filed in respect of the
Trust in each taxable year of the Trust; and (b) prepare and furnish (or cause
to be prepared and furnished) to each Securityholder the appropriate Internal
Revenue Service form required to be furnished to such Securityholder or the
information required to be provided on such form. The Administrative Trustees
shall provide the Depositor with a copy of all such returns and reports promptly
after such filing or furnishing. The Property Trustee shall comply with United
States federal withholding and backup withholding tax laws and information
reporting requirements with respect to any payments to the Securityholders under
the Trust Securities.

            Section 4.06 Payment of Taxes, Duties, Etc. of the Trust. Upon
receipt under the Subordinated Debt Securities of Additional Payments, the
Property Trustee, at the direction of an Administrative Trustee or the
Depositor, shall promptly pay any taxes, duties or governmental charges of
whatsoever nature (other than withholding taxes) imposed on the Trust by the
United States or any other taxing authority.

            Section 4.07 Payments under the Indenture. Any amount payable
hereunder to any Holder of Preferred Securities shall be reduced by the amount
of any corresponding payment such Holder has directly received under the
Subordinated Indenture pursuant to Section _____ thereof.

            Section 4.08 Exchange of Preferred Securities.

            (a) If at any time the Company or any of its Affiliates is the
Holder of any Preferred Securities, the Company and such Affiliate(s) shall have
the right to deliver to the Property Trustee all or such portion of their
Preferred Securities as they elect and receive, in exchange therefor,
Subordinated Debt Securities in an aggregate principal amount equal to the
aggregate stated Liquidation Amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accumulated and
unpaid Distributions on, such Preferred Securities. Such election (i) shall be
exercisable effective on any Distribution Date by the Company or its
Affiliate(s) delivering to the Property Trustee a written notice of such
election specifying the aggregate Liquidation Amount of the Preferred Securities
with respect to which such election is being made and the Distribution Date on
which such exchange shall occur, which Distribution Date shall be not less than
ten Business Days after the date of receipt by the Property Trustee of such
election notice and (ii) shall be conditioned upon the Company or its
Affiliate(s) having delivered or caused to be delivered to the Property Trustee
or its designee the Preferred Securities which are the subject of such election
by 10:00 a.m. New York City time, on the Distribution Date on which such
exchange is to occur. After the exchange, such Preferred Securities will be
canceled and will no longer be deemed to be Outstanding and all rights of the
Company or its Affiliate(s) with respect to such Preferred Securities will
cease.


                                       23





            (b) In the case of an exchange described in (a) above, the Trust
will, on the date of such exchange, exchange Subordinated Debt Securities having
a principal amount equal to a proportional amount of the aggregate Liquidation
Amount of the Outstanding Common Securities based on the ratio of the aggregate
Liquidation Amount of the Preferred Securities exchanged pursuant to (a) above
divided by the aggregate Liquidation Amount of the Preferred Securities
Outstanding immediately prior to such exchange, for such proportional amount of
Common Securities held by the Company (which contemporaneously shall be canceled
and no longer be deemed to be Outstanding); provided, that the Company delivers
or causes to be delivered to the Property Trustee or its designee the required
amount of Common Securities to be exchanged by 10:00 a.m. New York City time on
the Distribution Date on which such exchange is to occur.

                                   ARTICLE V

                          Trust Securities Certificates

            Section 5.01 Initial Ownership. Upon the creation of the Trust by
the contribution by the Depositor pursuant to Section 2.03 and until the
issuance of the Trust Securities, and at any time during which no Trust
Securities are outstanding, the Depositor shall be the sole beneficial owner of
the Trust.

            Section 5.02 The Trust Securities Certificates. Each of the
Preferred and Common Securities Certificates shall be issued in minimum
denominations of the Liquidation Amount and integral multiples of such
Liquidation Amount in excess thereof. The Trust Securities Certificates shall be
executed on behalf of the Trust by manual or facsimile signature of at least one
Administrative Trustee. Trust Securities Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

            Section 5.03 Execution and Delivery of Trust Securities
Certificates. On the Issue Date and the Underwriters' Overallotment Option
Closing Date, the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.04
and 2.05, to be executed on behalf of the Trust and delivered to or upon the
written order of the Depositor signed by its Chairman of the Board, its
President or any Vice President, without further corporate action by the
Depositor, in authorized denominations.

            Section 5.04 Registration of Transfer and Exchange of Preferred
Securities Certificates. The Securities Registrar shall keep or cause to be
kept, at the


                                       24





office or agency maintained pursuant to Section 5.08, a Securities Register in
which, subject to such reasonable regulations as it may prescribe, the
Securities Registrar shall provide for the registration of Preferred Securities
Certificates and the Common Securities Certificates (subject to Section 5.10 in
the case of the Common Securities Certificates) and registration of transfers
and exchanges of Preferred Securities Certificates as herein provided. The
Property Trustee shall be the initial Securities Registrar.

            Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustees shall execute and deliver in the name of the
designated transferee or transferees one or more new Preferred Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount
dated the date of execution by such Administrative Trustee or Trustees. The
Securities Registrar shall not be required to register the transfer of any
Preferred Securities that have been called for redemption. At the option of a
Holder, Preferred Securities Certificates may be exchanged for other Preferred
Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of the Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 5.08.

            Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Administrative Trustees and
the Securities Registrar duly executed by the Holder or his attorney duly
authorized in writing. Each Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be canceled and subsequently disposed
of by the Securities Registrar in accordance with its customary practice.

            No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar or
the Administrative Trustees may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any transfer
or exchange of Preferred Securities Certificates.

            Section 5.05 Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a protected
purchaser, the Administrative Trustees or any one of them on behalf of the Trust
shall execute and make available for delivery, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new
Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section, the Administrative Trustees or the Securities Registrar may require the
payment of a sum sufficient to cover any tax or other


                                       25





governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

            Section 5.06 Persons Deemed Securityholders. Prior to due
presentation of a Trust Securities Certificate for registration of transfer, the
Trustees or the Securities Registrar shall treat the Person in whose name any
Trust Securities Certificate shall be registered in the Securities Register as
the owner of such Trust Securities Certificate for the purpose of receiving
Distributions (subject to Section 4.01(d)) and for all other purposes
whatsoever, and neither the Trustees nor the Securities Registrar shall be bound
by any notice to the contrary.

Section 5.07 Access to List of Securityholders' Names and Addresses. The
Administrative Trustees shall furnish or cause to be furnished (unless the
Property Trustee is acting as Securities Registrar with respect to the Trust
Securities) to (i) the Property Trustee semi-annually, not later than [ ] and
[ ] in each year, and (ii) the Property Trustee within 15 days after receipt by
any Administrative Trustee of a request therefor from the Property Trustee in
writing, a list, in such form as the Property Trustee may reasonably require, of
the names and addresses of the Securityholders as of a date not more than 15
days prior to the time such list is furnished. If three or more Securityholders
or one or more Holders of Trust Securities Certificates evidencing not less than
25% of the outstanding Liquidation Amount apply in writing to the Administrative
Trustees, and such application states that the applicants desire to communicate
with other Securityholders with respect to their rights under this Trust
Agreement or under the Trust Securities Certificates and such application is
accompanied by a copy of the communication that such applicants propose to
transmit, then the Administrative Trustees shall, within five Business Days
after the receipt of such application, afford such applicants access during
normal business hours to the current list of Securityholders. Each Holder, by
receiving and holding a Trust Securities Certificate, shall be deemed to have
agreed not to hold either the Depositor, the Administrative Trustees or the
Property Trustee accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

            Section 5.08 Maintenance of Office or Agency. The Administrative
Trustees shall maintain in the Borough of Manhattan, New York, an office or
offices or agency or agencies where Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Administrative Trustees initially designate
[                      ], as its principal agency for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor and to
the Securityholders of any change in the location of the Securities Register or
any such office or agency.

            Section 5.09 Appointment of Paying Agent. The Paying Agent shall
make Distributions and other payments provided hereby to Securityholders from
the Payment Account and shall report the amounts of such Distributions and
payments to the



                                       26





Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions and payments provided hereby. The Administrative
Trustees may revoke such power and remove the Paying Agent if such Trustees
determine in their sole discretion that the Paying Agent shall have failed to
perform its obligations under this Agreement in any material respect. The Paying
Agent shall initially be the Property Trustee, and it may choose any co-paying
agent that is acceptable to the Administrative Trustees and the Depositor. Any
Person acting as Paying Agent shall be permitted to resign as Paying Agent upon
30 days' written notice to the Administrative Trustees and the Depositor. In the
event that a Paying Agent shall resign or be removed, the Administrative
Trustees shall appoint a successor that is acceptable to the Depositor to act as
Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to
the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.01, 8.03 and 8.06 shall apply
to the Property Trustee also in its role as Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other paying agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

            Section 5.10 Ownership of Common Securities by Depositor. On the
Issue Date and the Underwriters' Overallotment Option Closing Date, the
Depositor shall acquire, and thereafter retain, beneficial and record ownership
of the Common Securities. Any attempted transfer of the Common Securities,
except for transfers by operation of law or to an Affiliate of the Depositor or
a permitted successor pursuant to Section 5.01 of the Subordinated Indenture,
shall be void. The Administrative Trustees shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT
REFERRED TO HEREIN".

            Section 5.11 Book-Entry Preferred Securities Certificates; Common
Securities Certificate.

            (a) The Preferred Securities Certificates, upon original issuance,
will be issued in the form of a typewritten Preferred Securities Certificate or
Certificates representing Book-Entry Preferred Securities Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust. Such Preferred Securities Certificate or Certificates
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Owner will receive a
definitive Preferred Securities Certificate representing such beneficial owner's
interest in such Preferred Securities, except as



                                       27





provided in Section 5.13. Unless and until Definitive Preferred Securities
Certificates have been issued to Owners pursuant to Section 5.13:

                  (i) the provisions of this Section 5.11(a) shall be in full
            force and effect;

                  (ii) the Securities Registrar and the Trustees shall be
            entitled to deal with the Clearing Agency for all purposes of this
            Trust Agreement relating to the Book-Entry Preferred Securities
            Certificates (including the payment of principal of and interest on
            the Book-Entry Preferred Securities and the giving of instructions
            or directions to Owners of Book-Entry Preferred Securities) as the
            sole Holder of Book-Entry Preferred Securities and shall have no
            obligations to the Owners thereof;

                  (iii) to the extent that the provisions of this Section
            conflict with any other provisions of this Trust Agreement, the
            provisions of this Section shall control; and

                  (iv) the rights of the Owners of the Book-Entry Preferred
            Securities Certificates shall be exercised only through the Clearing
            Agency and shall be limited to those established by law and
            agreements between such Owners and the Clearing Agency and/or the
            Clearing Agency Participants. Pursuant to the Certificate Depository
            Agreement, unless and until Definitive Preferred Securities
            Certificates are issued pursuant to Section 5.13, the Clearing
            Agency will make book-entry transfers among the Clearing Agency
            Participants and receive and transmit payments on the Preferred
            Securities to such Clearing Agency Participants.

            (b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.

            Section 5.12 Notices to Clearing Agency. To the extent a notice or
other communication to the Owners is required under this Trust Agreement, unless
and until Definitive Preferred Securities Certificates shall have been issued to
Owners pursuant to Section 5.13, the Trustees shall give all such notices and
communications specified herein to be given to Owners to the Clearing Agency,
and shall have no obligations to the Owners.

            Section 5.13 Definitive Preferred Securities Certificates. If (i)
the Depositor advises the Trustees in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect
to the Preferred Securities Certificates, and the Depositor is unable to locate
a qualified successor, or (ii) the Depositor at its option advises the Trustees
in writing that it elects to terminate the book-entry system through the
Clearing Agency, then the Administrative Trustees shall notify the Clearing
Agency and Holders of the Preferred Securities. Upon surrender to the




                                       28





Administrative Trustees of the typewritten Preferred Securities Certificate or
Certificates representing the Book-Entry Preferred Securities Certificates by
the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees or any one of them shall execute the Definitive
Preferred Securities Certificates in accordance with the instructions of the
Clearing Agency. Neither the Securities Registrar nor the Trustees shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions. Upon the issuance
of Definitive Preferred Securities Certificates, the Trustees shall recognize
the Holders of the Definitive Preferred Securities Certificates as
Securityholders. The Definitive Preferred Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

            Section 5.14 Rights of Securityholders. The legal title to the Trust
Property is vested exclusively in the Property Trustee (in its capacity as such)
in accordance with Section 2.09, and the Securityholders shall not have any
right or title therein other than the beneficial ownership interest in the
assets of the Trust conferred by their Trust Securities, and they shall have no
right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this Trust
Agreement. The Trust Securities shall have no preemptive or other similar rights
and when issued and delivered to Securityholders against payment of the purchase
price therefor, except as otherwise provided in the Expense Agreement and
Section 10.01 hereof, will be fully paid and nonassessable by the Trust. Except
as otherwise provided in the Expense Agreement and Section 10.01 hereof, the
Holders of the Trust Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

                                   ARTICLE VI

                  Acts of Securityholders; Meetings; Voting

            Section 6.01 Limitations on Voting Rights.

            (a) Except as provided in this Trust Agreement, in the Subordinated
Indenture, and as otherwise required by law, no Holder of Preferred Securities
shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Trust Securities Certificates, be construed so as to constitute the
Securityholders from time to time as partners or members of an association.

            (b) So long as any Subordinated Debt Securities are held by the
Property Trustee, the Trustees shall not (i) direct the time, method and place
of conducting any proceeding for any remedy available to the Indenture Trustee,
or executing any trust or power conferred on the Indenture Trustee with respect
to such


                                       29





Subordinated Debt Securities, (ii) waive any past default which is waivable
under Article ___ of the Subordinated Indenture, (iii) exercise the remedies
available to it under the Subordinated Indenture as a Holder of the Subordinated
Debt Securities or (iv) consent to any amendment, modification or termination of
the Subordinated Indenture or the Subordinated Debt Securities, where such
consent shall be required, or to any other action, as holder of the Subordinated
Debt Securities, under the Subordinated Indenture, without, in each case,
obtaining the prior approval of the Holders of at least a majority in
Liquidation Amount of the Preferred Securities; provided, however, that where a
consent under the Subordinated Indenture would require the consent of each
holder of Subordinated Debt Securities affected thereby, no such consent shall
be given by the Trustees without the prior written consent of each Holder of
Preferred Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of Preferred Securities, except
pursuant to a subsequent vote of the Holders of Preferred Securities. The
Property Trustee shall notify all Holders of the Preferred Securities of any
notice of default received from the Indenture Trustee with respect to the
Subordinated Debt Securities. In addition to obtaining the foregoing approvals
of the Holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Trustees shall, at the expense of the Depositor, obtain an
independent Opinion of Counsel to the effect that the Trust will not be
classified as other than a grantor trust for United States federal income tax
purposes on account of such action.

            (c) If any proposed amendment to this Trust Agreement provides for,
or the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to this Trust Agreement or
otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in Liquidation
Amount of the Outstanding Preferred Securities. In addition to obtaining the
foregoing approvals of the Holders of the Preferred Securities, prior to taking
any of the foregoing actions, the Trustees shall, at the expense of the
Depositor, obtain an independent Opinion of Counsel to the effect that the Trust
will not be classified as other than a grantor trust for United States federal
income tax purposes on account of such action.

            Section 6.02 Notice of Meetings. Notice of all meetings of the
Preferred Securityholders, stating the time, place and purpose of the meeting,
shall be given by the Administrative Trustees pursuant to Section 10.07 to each
Preferred Securityholder of record, at his registered address, at least 15 days
and not more than 90 days before the meeting. At any such meeting, any business
properly before the meeting may be so considered whether or not stated in the
notice of the meeting. Any adjourned meeting may be held as adjourned without
further notice.

            Section 6.03 Meetings of Preferred Securityholders. No annual
meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter upon the
written request of the



                                       30





Preferred Securityholders of record of 25% of the Preferred Securities (based
upon their Liquidation Amount) and the Administrative Trustees or the Property
Trustee may, at any time in their discretion, call a meeting of Preferred
Securityholders to vote on any matters as to which Preferred Securityholders are
entitled to vote.

            Preferred Securityholders of record of 50% of the Preferred
Securities (based upon their Liquidation Amount), present in person or by proxy,
shall constitute a quorum at any meeting of Securityholders.

            If a quorum is present at a meeting, an affirmative vote by the
Preferred Securityholders of record present, in person or by proxy, holding a
majority of the Preferred Securities (based upon their Liquidation Amount) held
by the Preferred Securityholders of record present, either in person or by
proxy, at such meeting shall constitute the action of the Securityholders,
unless this Trust Agreement requires a greater number of affirmative votes.

            Section 6.04 Voting Rights. Securityholders shall be entitled to one
vote for each $___ of Liquidation Amount represented by their Trust Securities
in respect of any matter as to which such Securityholders are entitled to vote.

            Section 6.05 Proxies, etc. At any meeting of Securityholders, any
Securityholder entitled to vote may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. Pursuant to a resolution of the Property Trustee,
proxies may be solicited in the name of the Property Trustee or one or more
officers of the Property Trustee. Only Securityholders of record shall be
entitled to vote. When Trust Securities are held jointly by several Persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Trust Securities, but if more than one of them shall be present at such meeting
in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

            Section 6.06 Securityholder Action by Written Consent. Any action
which may be taken by Securityholders at a meeting may be taken without a
meeting if Securityholders holding a majority of all outstanding Trust
Securities entitled to vote in respect of such action (or such other proportion
thereof as shall be required by any express provision of this Trust Agreement)
shall consent to the action in writing (based upon their Liquidation Amount).

            Section 6.07 Record Date for Voting and Other Purposes. For the
purposes of determining the Securityholders who are entitled to notice of and to
vote at any meeting or by written consent, or to participate in any Distribution
on the Trust Securities in respect of which a record date is not otherwise
provided for in this Trust


                                       31





Agreement, or for the purpose of any other action, the Administrative Trustees
may from time to time fix a date, not more than 90 days prior to the date of any
meeting of Securityholders or the payment of Distribution or other action, as
the case may be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

            Section 6.08 Acts of Securityholders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Trust Agreement to be given, made or taken by Securityholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Securityholders in person or by an agent appointed
in writing; and, except as otherwise expressly provided herein, such action
shall become effective when such instrument or instruments are delivered to the
Administrative Trustees. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Securityholders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Trust Agreement and (subject to Section 8.01)
conclusive in favor of the Trustees, if made in the manner provided in this
Section.

            The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustees deem sufficient.

            The ownership of Preferred Securities shall be proved by the
Securities Register.

            Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Securityholder of any Trust Security shall bind every
future Securityholder of the same Trust Security and the Securityholder of every
Trust Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.

            Without limiting the foregoing, a Securityholder entitled hereunder
to take any action hereunder with regard to any particular Trust Security may do
so with regard to all or any part of the Liquidation Amount of such Trust
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such Liquidation
Amount.

            If any dispute shall arise between the Securityholders of Trust
Securities and the Administrative Trustees or among such Securityholders or
Trustees with respect


                                       32





to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

            Section 6.09 Inspection of Records. Upon reasonable notice to the
Trustees, the records of the Trust shall be open to inspection by
Securityholders during normal business hours for any purpose reasonably related
to such Securityholder's interest as a Securityholder.

                                  ARTICLE VII

                        Representations and Warranties

            Section 7.01 Representations and Warranties of the Bank and the
Property Trustee. The Bank and the Property Trustee, each severally on behalf of
and as to itself, as of the date hereof, and each successor Property Trustee at
the time of the successor Property Trustee's acceptance of its appointment as
Property Trustee hereunder (in the case of a successor Property Trustee, the
term "Bank" as used herein shall be deemed to refer to such successor Property
Trustee in its separate corporate capacity) hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

            (a) the Bank is a banking corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation;

            (b) the Bank has full corporate power, authority and legal right to
execute, deliver and perform its obligations under this Trust Agreement and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Trust Agreement;

            (c) this Trust Agreement has been duly authorized, executed and
delivered by the Property Trustee and constitutes the valid and legally binding
agreement of the Property Trustee enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors, rights and to general equity principles;

            (d) the execution, delivery and performance by the Property Trustee
of this Trust Agreement has been duly authorized by all necessary corporate or
other action on the part of the Property Trustee and does not require any
approval of stockholders of the Bank and such execution, delivery and
performance shall not (i) violate the Bank's charter or by-laws; (ii) violate
any provision of, or constitute, with or without notice or lapse of time, a
default under, or result in the creation of imposition of, any Lien on any
properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Property Trustee or the Bank is a party or by which it is bound; or
(iii) violate any law,



                                       33





governmental rule or regulation of the United States or its jurisdiction of
incorporation, as the case may be, governing the banking or trust powers of the
Bank or the Property Trustee (as appropriate in context) or any order, judgment
or decree applicable to the Property Trustee or the Bank;

            (e) neither the authorization, execution or delivery by the Property
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Property Trustee contemplated herein requires the consent or approval of,
the giving of notice to, the registration with or the taking of any other action
with respect to any governmental authority or agency under any existing federal
law governing the banking or trust powers of the Bank or the Property Trustee,
as the case may be, under the laws of the United States or its jurisdiction of
incorporation; and

            (f) there are no proceedings pending or, to the best of the Property
Trustee's knowledge, threatened against or affecting the Bank or the Property
Trustee in any court or before any governmental authority, agency or arbitration
board or tribunal which, individually or in the aggregate, would materially and
adversely affect the Trust or would question the right, power and authority of
the Property Trustee to enter into or perform its obligations as one of the
Trustees under this Trust Agreement; and

            (g) the Property Trustee is a Person eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000.000.

            Section 7.02 Representations and Warranties of the Delaware Bank and
the Delaware Trustee. The Delaware Bank and the Delaware Trustee, each severally
on behalf of and as to itself, as of the date hereof, and each successor
Delaware Trustee at the time of the successor Delaware Trustee's acceptance of
appointment as Delaware Trustee hereunder (the term "Delaware Bank" being used
to refer to such successor Delaware Trustee in its separate corporate capacity),
hereby represents and warrants (as applicable) for the benefit of the Depositor
and the Securityholders that:

            (a) the Delaware Bank is a national banking corporation duly
organized, validly existing and in good standing under the laws of the United
States of America;

            (b) the Delaware Bank has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

            (c) this Trust Agreement has been duly authorized, executed and
delivered by the Delaware Trustee and constitutes the valid and legally binding
agreement of the Delaware Trustee enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors, rights and to general equity principles;


                                       34





            (d) the execution, delivery and performance by the Delaware Trustee
of this Trust Agreement has been duly authorized by all necessary corporate or
other action on the part of the Delaware Trustee and does not require any
approval of stockholders of the Delaware Bank and such execution, delivery and
performance shall not (i) violate the Delaware Bank's charter or by-laws; (ii)
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of, any Lien on
any properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Delaware Bank or the Delaware Trustee is a party or by which it is
bound; or (iii) violate any law, governmental rule or regulation of the United
States or the State of Delaware, as the case may be, governing the banking or
trust powers of the Delaware Bank or the Delaware Trustee (as appropriate in
context) or any order, judgment or decree applicable to the Delaware Bank or the
Delaware Trustee;

            (e) neither the authorization, execution or delivery by the Delaware
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Delaware Trustee contemplated herein or therein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any
other action with respect to any governmental authority or agency under any
existing federal law governing the banking or trust powers of the Delaware Bank
or the Delaware Trustee, as the case may be, under the laws of the United States
or the State of Delaware; and

            (f) there are no proceedings pending or, to the best of the Delaware
Trustee's knowledge, threatened against or affecting the Delaware Bank or the
Delaware Trustee in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Delaware Trustee to enter into or perform its obligations as
one of the Trustees under this Trust Agreement.

            Section 7.03 Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants for the benefit of the Securityholders
that:

            (a) the Trust Securities Certificates issued on the Closing Date on
behalf of the Trust have been duly authorized and, shall have been duly and
validly executed, issued and delivered by the Administrative Trustees, on behalf
of the Trust, pursuant to the terms and provisions of, and in accordance with
the requirements of, this Trust Agreement and the Securityholders shall be, as
of such date, entitled to the benefits of this Trust Agreement; and

            (b) there are no taxes, fees or other governmental charges payable
by the Trust (or the Trustees on behalf of the Trust) under the laws of the
State of Delaware or any political subdivision thereof in connection with the
execution, delivery and performance by the Bank, the Property Trustee or the
Delaware Trustee, as the case may be, of this Trust Agreement.


                                       35





                                  ARTICLE VIII

                                  The Trustees

            Section 8.01 Certain Duties and Responsibilities.

            (a) The rights, duties and responsibilities of the Trustees shall be
as provided by this Trust Agreement and, in the case of the Property Trustee,
the Trust Indenture Act. The Delaware Trustee and the Administrative Trustees
shall have no liability under this Trust Agreement except for gross negligence,
bad faith or willful misconduct. Notwithstanding the foregoing, no provision
of this Trust Agreement shall require the Trustees to expend or risk their own
funds or otherwise incur any financial liability in the performance of any of
their duties hereunder, or in the exercise of any of their rights or powers,
if they shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to them. Whether or not therein expressly so provided, every provision
of this Trust Agreement relating to the conduct or affecting the liability of
or affording protection to the Trustees shall be subject to the provisions of
this Section.

            (b) All payments made by the Property Trustee in respect of the
Trust Securities shall be made only from the income and proceeds from the Trust
Property and only to the extent that there shall be sufficient income or
proceeds from the Trust Property to enable the Property Trustee to make payments
in accordance with the terms hereof. Each Securityholder, by its acceptance of a
Trust Security, agrees that it will look solely to the income and proceeds from
the Trust Property to the extent available for distribution to it as herein
provided and that the Trustees are not personally liable to it for any amount
distributable in respect of any Trust Security or for any other liability in
respect of any Trust Security. This Section 8.01(b) does not limit the liability
of the Trustees expressly set forth elsewhere in this Trust Agreement or, in the
case of the Property Trustee, in the Trust Indenture Act.

            (c) No provision of this Trust Agreement shall be construed to
relieve the Property Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

                  (i) the Property Trustee shall not be liable for any error of
            judgment made in good faith by an authorized officer of the Property
            Trustee, unless it shall be proved that the Property Trustee was
            negligent in ascertaining the pertinent facts;

                  (ii) the Property Trustee shall not be liable with respect to
            any action taken or omitted to be taken by it in good faith in
            accordance with the direction of the Holders of not less than a
            majority in Liquidation Amount of the Trust Securities relating to
            the time, method and place of conducting any proceeding for any
            remedy available to the Property Trustee, or exercising any trust or
            power conferred upon the Property Trustee under this Trust
            Agreement;


                                       36





                  (iii) the Property Trustee's sole duty with respect to the
            custody, safe keeping and physical preservation of the Debt
            Securities and the Payment Account shall be to deal with such
            property in a similar manner as the Property Trustee deals with
            similar property for its own account, subject to the protections and
            limitations on liability afforded to the Property Trustee under this
            Trust Agreement and the Trust Indenture Act;

                  (iv) the Property Trustee shall not be liable for any interest
            on any money received by it except as it may otherwise agree with
            the Depositor and money held by the Property Trustee need not be
            segregated from other funds held by it except in relation to the
            Payment Account maintained by the Property Trustee pursuant to
            Section 301 and except to the extent otherwise required by law; and

                  (v) the Property Trustee shall not be responsible for
            monitoring the compliance by the Administrative Trustees or the
            Depositor with their respective duties under this Trust Agreement,
            nor shall the Property Trustee be liable for the negligence, default
            or misconduct of the Administrative Trustees or the Depositor.

            Section 8.02 Certain Notices. (a) Within 90 days after the
occurrence of any default actually known to the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.07, notice of any default known to the Property Trustee to the
Securityholders, the Administrative Trustees and the Depositor, unless such
default shall have been cured or waived. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

            Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the
Debentures pursuant to the Indenture, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.8, notice of such exercise
to the Holders and the Administrators, unless such exercise shall have been
revoked.

            Section 8.03 Certain Rights of Property Trustee. Subject to the
provisions of Section 8.01 and except as provided by law:

                  (i) the Property Trustee may rely and shall be protected in
            acting or refraining from acting in good faith upon any resolution,
            Opinion of Counsel, certificate, written representation of a Holder
            or transferee, certificate of auditors or any other certificate,
            statement, instrument, opinion, report, notice, request, consent,
            order, appraisal, bond or other paper or document believed by it to
            be genuine and to have been signed or presented by the proper party
            or parties;

                  (ii) if (A) in performing its duties under this Trust
            Agreement the Property Trustee is required to decide between
            alternative courses of



                                       37





            action, or (B) in construing any of the provisions in this Trust
            Agreement the Property Trustee finds the same ambiguous or
            inconsistent with any other provisions contained herein, or (C) the
            Property Trustee is unsure of the application of any provision of
            this Trust Agreement, then, except as to any matter as to which the
            Preferred Securityholders are entitled to vote under the terms of
            this Trust Agreement, the Property Trustee shall deliver a notice to
            the Depositor requesting written instructions of the Depositor as to
            the course of action to be taken. The Property Trustee shall take
            such action, or refrain from taking such action, as the Property
            Trustee shall be instructed in writing to take, or to refrain from
            taking, by the Depositor; provided, however, that if the Property
            Trustee does not receive such instructions of the Depositor within
            ten Business Days after it has delivered such notice, or such
            reasonably shorter period of time set forth in such notice (which to
            the extent practicable shall not be less than two Business Days), it
            may, but shall be under no duty to, take or refrain from taking such
            action not inconsistent with this Trust Agreement as it shall deem
            advisable and in the best interests of the Securityholders, in which
            event the Property Trustee shall have no liability except for its
            own bad faith, negligence or willful misconduct;

                  (iii) the Property Trustee may consult with counsel of its
            selection and the written advice of such counsel or any Opinion of
            Counsel shall be full and complete authorization and protection in
            respect of any action taken, suffered or omitted by it hereunder in
            good faith and in reliance thereon;

                  (iv) the Property Trustee shall be under no obligation to
            exercise any of the rights or powers vested in it by this Trust
            Agreement at the request or direction of any of the Securityholders
            pursuant to this Trust Agreement, unless such Securityholders shall
            have offered to the Property Trustee reasonable security or
            indemnity against the costs, expenses and liabilities which might be
            incurred by it in compliance with such request or direction;

                  (v) the Property Trustee shall not be bound to make any
            investigation into the facts or matters stated in any resolution,
            certificate, statement, instrument, opinion, report, notice,
            request, consent, order, approval, bond or other document, unless
            requested in writing to do so by one or more Securityholders; and

                  (vi) the Property Trustee may execute any of the trusts or
            powers hereunder or perform any duties hereunder either directly or
            by or through its agents or attorneys, provided that the Property
            Trustee shall be responsible for its own negligence or recklessness
            with respect to selection of any agent or attorney appointed by it
            hereunder.


                                       38





            Section 8.04 Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Trust of the proceeds of the Trust Securities in
accordance with Section 2.05.

            The Property Trustee may conclusively assume that any funds held by
it hereunder are legally available unless an officer of the Property Trustee
assigned to its Institutional Trust Services Department shall have received
written notice from the Company, any Holder or any other Trustee that such funds
are not legally available.

            Section 8.05 May Hold Securities. Except as provided in the
definition of the term "Outstanding" in Article I, any Trustee or any other
agent of the Trustees or the Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

            Section 8.06 Compensation; Fees; Indemnity.

            (1) to pay to the Trustees from time to time reasonable compensation
for all services rendered by the Trustees hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust);

            (2) except as otherwise expressly provided herein, to reimburse the
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Trustees in accordance with any provision of this Trust
Agreement (including the reasonable compensation and the expenses and
disbursements of their agents and counsel), except any such expense,
disbursement or advance as may be attributable to their negligence, bad faith or
willful misconduct (or, in the case of the Administrative Trustees or the
Delaware Trustee, any such expense, disbursement or advance as may be
attributable to its, his or her gross negligence, bad faith or willful
misconduct); and

            (3) to indemnify the Trustees for, and to hold the Trustees harmless
against, any and all loss, damage, claims, liability or expense, arising out of
or in connection with the acceptance or administration of this Trust Agreement,
including the costs and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any of their powers
or duties hereunder except any such expense, disbursement or advance as may be
attributable to such Trustee's negligence, bad faith or willful misconduct (or,
in the case of the Administrative Trustees or the Delaware Trustee, any such
expense, disbursement or advance as may be attributable to its, his or her gross
negligence, bad faith or willful misconduct).

            The provisions of this Section 8.06 shall survive the termination of
this Trust Agreement or the resignation or removal of any Trustee.

Section 8.07 Trustees Required; Eligibility.


                                       39





            (a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that has
a combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Person shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Property Trustee with respect to the
Trust Securities shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

            (b) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind such
entity.

            (c) There shall at all times be a Delaware Trustee with respect to
the Trust Securities. The Delaware Trustee shall either be (i) a natural person
who is at least 21 years of age and a resident of the State of Delaware or (ii)
a legal entity authorized to conduct a trust business and with its principal
place of business in the State of Delaware that shall act through one or more
persons authorized to bind such entity.

            Section 8.08 Conflicting Interests.

            If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement.

            Section 8.09 Co-Trustees and Separate Trustee.

            At any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Holder of the Common
Securities and the Property Trustee shall have power to appoint, and upon the
written request of the Property Trustee, the Depositor shall for such purpose
join with the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Property Trustee either to act as co-trustee, jointly with the
Property Trustee, of all or any part of such Trust Property, or to act as
separate trustee of any such Trust Property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If the
Depositor does not join in such appointment within 15 days after the receipt by
it of a request so to do, or in case an Indenture Event of Default has occurred
and is continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall satisfy the requirements of Section 8.07.


                                       40





            Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged, and delivered
by the Depositor.

            Every co-trustee or separate trustee shall, to the extent permitted
by law, but to such extent only, be appointed subject to the following terms,
namely:

                  (i) The Trust Securities shall be executed and delivered and
            all rights, powers, duties, and obligations hereunder in respect of
            the custody of securities, cash and other personal property held by,
            or required to be deposited or pledged with, the Trustees hereunder,
            shall be exercised, solely by the Trustees.

                  (ii) The rights, powers, duties, and obligations hereby
            conferred or imposed upon the Property Trustee in respect of any
            property covered by such appointment shall be conferred or imposed
            upon and exercised or performed by the Property Trustee or by the
            Property Trustee and such co-trustee or separate trustee jointly, as
            shall be provided in the instrument appointing such co-trustee or
            separate trustee, except to the extent that under any law of any
            jurisdiction in which any particular act is to be performed, the
            Property Trustee shall be incompetent or unqualified to perform such
            act, in which event such rights, powers, duties, and obligations
            shall be exercised and performed by such co-trustee or separate
            trustee.

                  (iii) The Property Trustee at any time, by an instrument in
            writing executed by it, with the written concurrence of the
            Depositor, may accept the resignation of or remove any co-trustee or
            separate trustee appointed under this Section, and, in case an
            Indenture Event of Default has occurred and is continuing, the
            Property Trustee shall have power to accept the resignation of, or
            remove, any such co-trustee or separate trustee without the
            concurrence of the Depositor. Upon the written request of the
            Property Trustee, the Depositor shall join with the Property Trustee
            in the execution, delivery, and performance of all instruments and
            agreements necessary or proper to effectuate such resignation or
            removal. A successor to any co-trustee or separate trustee so
            resigned or removed may be appointed in the manner provided in this
            Section.

                  (iv) No co-trustee or separate trustee hereunder shall be
            personally liable by reason of any act or omission of the Property
            Trustee, or any other such trustee hereunder.

                  (v) The Trustees shall not be liable by reason of any act of a
            co-trustee or separate trustee.


                                       41





                  (vi) Any Act of Holders delivered to the Property Trustee
            shall be deemed to have been delivered to each such co-trustee and
            separate trustee.

            Section 8.10 Resignation and Removal; Appointment of Successor. No
resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Relevant Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Relevant
Trustee in accordance with the applicable requirements of Section 8.11.

            The Relevant Trustee may resign at any time by giving written notice
thereof to the Securityholders. If the instrument of acceptance by a successor
Relevant Trustee required by Section 8.11 shall not have been delivered to the
Relevant Trustee within 30 days after the giving of such notice of resignation,
the resigning Relevant Trustee may petition any court of competent jurisdiction
for the appointment of a successor Relevant Trustee.

            Unless an Indenture Event of Default shall have occurred and be
continuing, the Relevant Trustee may be removed at any time by Act of the Holder
of the Common Securities. If an Indenture Event of Default shall have occurred
and be continuing, the Relevant Trustee may be removed at such time by Act of
the Securityholders of a majority in Liquidation Amount of the Preferred
Securities Certificates, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Trust).

            If the Relevant Trustee shall resign, be removed or become incapable
of continuing to act as Trustee at a time when no Indenture Event of Default
shall have occurred and be continuing, the Holder of the Common Securities, by
Act of the Holder of the Common Securities delivered to the retiring Relevant
Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and
the retiring Relevant Trustee shall comply with the applicable requirements of
Section 8.11. If the Relevant Trustee shall resign, be removed or become
incapable of continuing to act as the Relevant Trustee at a time when an
Indenture Event of Default shall have occurred and be continuing, the Holders of
Preferred Securities, by Act of the Securityholders of a majority in Liquidation
Amount of the Preferred Securities then outstanding delivered to the retiring
Relevant Trustee, shall promptly appoint a successor Relevant Trustee or
Trustees, and the Relevant Trustee shall comply with the applicable requirements
of Section 8.11. If no successor Relevant Trustee shall have been so appointed
in accordance with this Section 8.10 and accepted appointment in the manner
required by Section 8.11, any Securityholder who has been a Securityholder of
Trust Securities for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

            The retiring Relevant Trustee shall give notice of each resignation
and each removal of the Relevant Trustee, and each appointment of a successor
Trustee to all Securityholders in the manner provided in Section 10.07 and shall
give notice to the




                                       42





Depositor. Each notice shall include the name of the successor Relevant Trustee
and the address of its Corporate Trust Office if it is the Property Trustee.

            Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes incompetent or incapacitated, the vacancy
created by such death, incompetence or incapacity may be filled by (i) the act
of the remaining Administrative Trustee or (ii) otherwise by the Depositor (with
the successor in each case being an individual who satisfies the eligibility
requirement for Administrative Trustees set forth in Section 8.07).
Additionally, notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event the Depositor believes that any Administrative Trustee
has become incompetent or incapacitated, the Depositor, by notice to the
remaining Trustees, may terminate the status of such Person as an Administrative
Trustee (in which case the vacancy so created will be filled in accordance with
the preceding sentence).

            Section 8.11 Acceptance of Appointment by Successor. In case of the
appointment hereunder of a successor Relevant Trustee, every such successor
Relevant Trustee so appointed shall execute, acknowledge and deliver to the
Trust and to the retiring Relevant Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Relevant
Trustee shall become effective and such successor Relevant Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Relevant Trustee; but, on the request
of the Depositor or the successor Relevant Trustee, such retiring Relevant
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Relevant Trustee all the rights, powers and
trusts of the retiring Relevant Trustee and shall duly assign, transfer and
deliver to such successor Relevant Trustee all property and money held by such
retiring Relevant Trustee hereunder.

            Upon request of any such successor Relevant Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Relevant Trustee all such rights, powers and trusts
referred to in the preceding paragraph.

            No successor Relevant Trustee shall accept its appointment unless at
the time of such acceptance such successor Relevant Trustee shall be qualified
and eligible under this Article.

            Section 8.12 Merger, Conversion, Consolidation or Succession to
Business. Any Person into which the Property Trustee, Delaware Trustee or any
Administrative Trustee which is not a natural person may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Relevant Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.


                                       43





            Section 8.13 Preferential Collection of Claims Against Depositor or
Trust. If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Subordinated Debt
Securities or the Trust Securities), the Property Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Depositor or Trust (or any such other obligor).

            Section 8.14 Reports by Property Trustee.

            (a) Within 60 days after ________ of each year commencing with
________, ____, if required by Section 313(a) of the Trust Indenture Act, the
Property Trustee shall transmit a brief report dated as of such ________ with
respect to any of the events specified in such Section 313(a) that may have
occurred since the later of the date of this Trust Agreement or the preceding
__________.

            (b) The Property Trustee shall transmit to Securityholders the
reports required by Section 313(b) of the Trust Indenture Act at the times
specified therein.

            (c) Reports pursuant to this Section shall be transmitted in the
manner and to the Persons required by Sections 313(c) and (d) of the Trust
Indenture Act.

            Section 8.15 Reports to the Property Trustee. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314(a)(4) of the Trust Indenture Act in the form and in the manner
required by Section 314 of the Trust Indenture Act.

            Section 8.16 Evidence of Compliance with Conditions Precedent. Each
of the Depositor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given pursuant to Section 314(c)(1) of the
Trust Indenture Act shall comply with Section 314(e) of the Trust Indenture Act.

            Section 8.17 Number of Trustees.

            (a) The number of Trustees shall initially be five, provided that
the Depositor by written instrument may increase or decrease the number of
Administrative Trustees.

            (b) If a Trustee ceases to hold office for any reason and the number
of Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the
number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 8.10.


                                       44





            (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 8.10, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Trust Agreement), shall have all powers granted to the
Administrative Trustees and shall discharge the duties imposed upon the
Administrative Trustees by this Trust Agreement.

            Section 8.18 Delegation of Power.

            (a) Any Administrative Trustee may, by power of attorney consistent
with applicable law, delegate to any other natural person over the age of 21 his
or her power for the purpose of executing any documents contemplated in Section
2.07(A), including any registration statement or amendment thereto filed with
the Commission, or making any other governmental filing; and

            (b) The Administrative Trustees shall have power to delegate from
time to time to such of their number the doing of such things and the execution
of such instruments either in the name of the Trust or the names of the
Administrative Trustees or otherwise as the Administrative Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of the Trust, as set forth herein.

            Section 8.19 Voting. Except as otherwise provided in this Trust
Agreement, the consent or approval of the Administrative Trustees shall require
consent or approval by not less than a majority of the Administrative Trustees,
unless there are only two, in which case both must consent.

            Section 8.20 Enforcement of Rights of Property Trustee by
Securityholders. If an Event of Default occurs and is continuing, then the
Holders of Preferred Securities will rely on the enforcement by the Property
Trustee of its rights against the Company as the holder of the Subordinated Debt
Securities. In addition, the Holders of a majority in aggregate Liquidation
Amount of the Preferred Securities will have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Property Trustee or to direct the exercise of any trust or power conferred upon
the Property Trustee under this Trust Agreement, including the right to direct
the Property Trustee to exercise the remedies available to it as a holder of the
Subordinated Debt Securities, provided that such direction shall not be in
conflict with any rule of law or with this Trust Agreement, and could not
involve the Property Trustee in personal liability in circumstances where
reasonable indemnity would not be adequate. If the Property Trustee fails to
enforce its rights under the Subordinated Debt Securities, a Holder of Preferred
Securities may, to the fullest extent permitted by applicable law, institute a
legal proceeding against the Company to enforce its rights under this Trust
Agreement without first instituting any legal proceeding against the Property
Trustee or any other Person, including the Trust; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatsoever by virtue of, or by


                                       45





availing of, any provision of this Trust Agreement to affect, disturb or
prejudice the rights of any other of such Holders or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Trust Agreement, except in the manner herein provided and for
the equal and ratable benefit of all such Holders. Notwithstanding the
foregoing, a Holder of Preferred Securities may institute a legal proceeding
directly against the Company, without first instituting a legal proceeding
against or requesting or directing that action be taken by the Property Trustee
or any other Person, for enforcement of payment to such Holder of principal of
or interest on the Subordinated Debt Securities having a principal amount equal
to the aggregate stated liquidation amount of the Preferred Securities of such
Holder on or after the due dates therefor specified or provided for in the
Subordinated Debt Securities. The Company shall be subrogated to all rights of
the Holders of Preferred Securities in respect of any amounts paid to such
Holders by the Company pursuant to this Section.

                                   ARTICLE IX

                         Termination and Liquidation

            Section 9.01 Termination Upon Expiration Date. The Trust shall
automatically dissolve on _____________,____ (the "Expiration Date") or earlier
pursuant to Section 9.02.

            Section 9.02 Early Termination. Upon the first to occur of any of
the following events (such first occurrence, an "Early Termination Event"), the
Trust shall be dissolved and terminated in accordance with the terms hereof:

            (a) the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Depositor;

            (b) the delivery of written direction to the Property Trustee by the
Depositor at any time (which direction is optional and wholly within the
discretion of the Depositor) to terminate the Trust and distribute the
Subordinated Debt Securities to Securityholders as provided in Section 9.05;

            (c) the payment at maturity or redemption of all of the Subordinated
Debt Securities, and the consequent payment of the Preferred Securities;

            (d) the entrance of an order for dissolution of the Trust shall have
been entered by a court of competent jurisdiction;

            (e) 90 days after the revocation of the Depositor's charter, but
only if its charter is not reinstated during such 90-day period; and

            (f) if prior to the issuance of the Trust Securities, when the
Depositor and the Administrative Trustees have consented to such dissolution.

            Section 9.03 Termination. The respective obligations and
responsibilities of the Trust and the Trustees created hereby shall terminate
upon the



                                       46





latest to occur of the following: (a) the distribution by the Property Trustee
to Securityholders upon the liquidation of the Trust pursuant to Section 9.05,
or upon the redemption of all of the Trust Securities pursuant to Section 4.02,
of all amounts or instruments required to be distributed hereunder upon the
final payment of the Trust Securities; (b) the payment of any expenses owed by
the Trust; and (c) the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders.

            Section 9.04 Certificate of Cancellation. A Certificate of
Cancellation ("Certificate") to terminate the Trust (as permitted hereby) may be
signed by any Administrative Trustee, individually, in such capacity so long as
such Certificate fully complies with all legal requirements.

            Section 9.05 Liquidation.

            (a) If any Early Termination Event specified in clause (a), (b), (d)
and (e) of Section 9.02 occurs, the Trust shall be liquidated and the Property
Trustee shall distribute the Subordinated Debt Securities to the Securityholders
as provided in this Section 9.05.

            (b) In connection with a distribution of the Subordinated Debt
Securities, each Holder of Trust Securities shall be entitled to receive, after
the satisfaction of liabilities to creditors of the Trust (as evidenced by a
certificate of the Administrative Trustees), a Like Amount of Subordinated Debt
Securities. Notice of liquidation shall be given by the Trustees by first-class
mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to
the Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register. All notices of liquidation shall:

                  (i) state the Liquidation Date;

                  (ii) state that from and after the Liquidation Date, the Trust
            Securities will no longer be deemed to be Outstanding and any Trust
            Securities Certificates not surrendered for exchange will be deemed
            to represent a Like Amount of Subordinated Debt Securities; and

                  (iii) provide such information with respect to the mechanics
            by which Holders may exchange Trust Securities Certificates for
            Subordinated Debt Securities as the Administrative Trustees or the
            Property Trustee shall deem appropriate.

            (c) In order to effect the liquidation of the Trust and distribution
of the Subordinated Debt Securities to Securityholders, the Property Trustee
shall establish a record date for such distribution (which shall be not more
than 45 days prior to the Liquidation Date) and, either itself acting as
exchange agent or through the appointment of a separate exchange agent, shall
establish such procedures as it shall deem appropriate to effect the
distribution of Subordinated Debt Securities in exchange for the Outstanding
Trust Securities Certificates.


                                       47





            (d) Except where Section 9.02(c) or 9.05(f) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Subordinated Debt
Securities will be issued to Holders of Trust Securities Certificates, upon
surrender of such certificates to the Administrative Trustees or their agent for
exchange, (iii) any Trust Securities Certificates not so surrendered for
exchange will be deemed to represent a Like Amount of Subordinated Debt
Securities, accruing interest at the rate provided for in the Subordinated Debt
Securities from the last Distribution Date on which a Distribution was made on
such Trust Certificates until such certificates are so surrendered (and until
such certificates are so surrendered, no payments of interest or principal will
be made to Holders of Trust Securities Certificates with respect to such
Subordinated Debt Securities) and (iv) all rights of Securityholders holding
Trust Securities will cease, except the right of such Securityholders to receive
Subordinated Debt Securities upon surrender of Trust Securities Certificates.

            (e) The Depositor will use its reasonable efforts to have the
Subordinated Debt Securities that are distributed in exchange for the Preferred
Securities to be listed on such securities exchange as the Preferred Securities
are then listed. The Depositor may elect to have the Subordinated Debt
Securities issued in book-entry form to the Clearing Agency or its nominee.

            (f) In the event that, notwithstanding the other provisions of this
Section 9.05, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Subordinated Debt
Securities in the manner provided herein is determined by the Administrative
Trustees not to be practical, in which event the Holders will be entitled to
receive out of the assets of the Trust available for distribution to
Securityholders, after satisfaction of liabilities to creditors, an amount equal
to the Liquidation Amount per Trust Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then, subject to the next succeeding sentence, the
amounts payable by the Trust on the Trust Securities shall be paid on a pro rata
basis (based upon Liquidation Amounts). The Holder of the Common Securities will
be entitled to receive Liquidation Distributions upon any such dissolution,
winding-up or termination pro rata (determined as aforesaid) with Holders of
Preferred Securities, except that, if an Indenture Event of Default has occurred
and is continuing, the Preferred Securities shall have a priority over the
Common Securities.

                                   ARTICLE X

                            Miscellaneous Provisions

            Section 10.01 Limitation of Rights of Securityholders. The death or
incapacity of any Person having an interest, beneficial or otherwise, in a Trust
Security shall not operate to terminate this Trust Agreement, nor entitle the
legal representatives or heirs of such Person or any Securityholder for such
Person, to claim an accounting, take any action or bring any proceeding in and
for a partition or winding up of the


                                       48





arrangements contemplated hereby, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.

            Section 10.02 Amendment.

            (a) This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any Securityholders, (i) to
cure any ambiguity, correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to add to the covenants,
restrictions or obligations of the Depositor, or to make any other provisions
with respect to matters or questions arising under this Trust Agreement, which
shall not be inconsistent with the other provisions of this Trust Agreement, or
(ii) to modify, eliminate or add to any provisions of this Trust Agreement to
such extent as shall be necessary to ensure that the Trust will not be
classified as other than a grantor trust for United States federal income tax
purposes at any time that any Trust Securities are outstanding, or to ensure
that the Trust will not be required to register as an investment company under
the Investment Company Act of 1940, or to conform to any change in the
Investment Company Act of 1940 or the Trust Indenture Act or the rules and
regulations under either law; provided, however, that, except in the case of
clause (i), such action shall not adversely affect in any material respect the
interests of any Securityholder, and any such amendments of this Trust Agreement
shall become effective when notice thereof is given to the Securityholders.

            (b) Except as provided in Section 10.02(c) hereof, any provision in
this Trust Agreement may be amended by the Trust or the Trustees with (i) the
consent of Trust Securityholders representing a majority (based upon Liquidation
Amounts) of the Trust Securities then Outstanding and (ii) receipt by the
Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust's status as a grantor trust for United States federal
income tax purposes or the Trust's exemption from status of an "investment
company" under the Investment Company Act of 1940, as amended.

            (c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 6.03 or 6.06 hereof), this
Trust Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date, (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date, or (iii) change
the consent required pursuant to Section 10.02.

            (d) Notwithstanding any other provisions of this Trust Agreement,
the Trustees shall not enter into or consent to any amendment to this Trust
Agreement which would cause the Trust to fail or cease to qualify for the
exemption from status of an "investment company" under the Investment Company
Act of 1940, or cease to be classified as a grantor trust for United States
Federal income tax purposes.


                                       49





            (e) Without the consent of the Depositor, this Trust Agreement may
not be amended in a manner which imposes any additional obligation on the
Depositor. In executing any amendment permitted by this Trust Agreement, the
Trustees shall be entitled to receive, and (subject to Section 8.01) shall be
fully protected in relying upon an Opinion of Counsel stating that the execution
of such amendment is authorized or permitted by this Trust Agreement. Any
Trustee may, but shall not be obligated to, enter into any such amendment which
affects such Trustee's own rights, duties, immunities or liabilities under this
Trust Agreement or otherwise.

            (f) In the event that any amendment to this Trust Agreement is made,
the Administrative Trustees shall promptly provide to the Depositor a copy of
such amendment.

            Section 10.03 Separability. In case any provision in this Trust
Agreement or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

            Section 10.04 Governing Law. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE.

            Section 10.05 Successors. This Trust Agreement shall be binding upon
and shall inure to the benefit of any successor to both the Trust and the
Trustees, including any successor by operation of law.

            Section 10.06 Headings. The Article and Section headings are for
convenience only and shall not affect the construction of this Trust Agreement.

            Section 10.07 Notice and Demand. Any notice, demand or other
communication which by any provision of this Trust Agreement is required or
permitted to be given or served to or upon any Securityholder or the Depositor
may be given or served in writing by deposit thereof, first-class postage
prepaid, in the United States mail, hand delivery or facsimile transmission, in
each case, addressed, (i) in the case of a Preferred Securityholder, to such
Preferred Securityholder as such Securityholder's name and address appear on the
Securities Register and (ii) in the case of the Common Securityholder or the
Depositor, to Omnicare, Inc., 100 East RiverCenter Boulevard, Covington,
Kentucky 41011, Attention: Corporate Secretary, Facsimile No. [           ].
Such notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

            Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust



                                       50





or the Trustees shall be given in writing addressed (until another address is
published by the Trust) as follows: (i) with respect to the Property Trustee and
the Delaware Trustee, [                                ], Attention:
Institutional Trust Services; [                                ], Attention:
Institutional Trust Services, as the case may be; and (ii) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked Attention: Administrative Trustees of Omnicare Capital Trust
[I/II/III] c/o Corporate Secretary. Such notice, demand or other communication
to or upon the Trust or the Trustees shall be deemed to have been sufficiently
given or made only upon actual receipt of the writing by the applicable Trustee.

            Section 10.08 Conflict with Trust Indenture Act.

            (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Trustee Agreement and shall,
to the extent applicable, be governed by such provisions.

            (b) The Property Trustee shall be the only Trustee which is a
Trustee for the purposes of the Trust Indenture Act.

            (c) If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Trust
Agreement by any of the provisions of the Trust Indenture Act, such required
provision shall control.

            (d) The application of the Trust Indenture Act to this Trust
Agreement shall not affect the nature of the Trust Securities as equity
securities representing undivided beneficial interests in the assets of the
Trust.

            THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE SUBORDINATED INDENTURE AND THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER
AND SUCH OTHERS THAT THOSE TERMS AND PROVISIONS SHALL BE BINDING, OPERATIVE AND
EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.


                                       51





            IN WITNESS WHEREOF, the parties hereto have executed this Trust
Agreement or have caused this Trust Agreement to be executed on their behalf,
all as of the day and year first above written.

                                   OMNICARE, INC.,
                                   as Depositor

                                   By: __________________________________
                                      Name:
                                      Title:


                                   [                     ],
                                   as Property Trustee


                                   By: __________________________________
                                      Name:
                                      Title:


                                   [                     ],
                                   as Delaware Trustee


                                   By: __________________________________
                                      Name:
                                      Title:


                                      __________________________________
                                      [                     ],
                                      as Administrative Trustee


                                      __________________________________
                                      [                     ],
                                      as Administrative Trustee


                                      __________________________________
                                      [                     ],
                                      as Administrative Trustee


                                       52





                                    EXHIBIT A

         THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE
                       TRUST AGREEMENT REFERRED TO HEREIN

 Certificate Number                                  Number of Common Securities
       C-1                                                    _______

                          Certificate Evidencing Common
                                  Securities of
                        OMNICARE CAPITAL TRUST [I/II/III]

                                Common Securities
                  (Liquidation Amount $___ per Common Security)

            Omnicare Capital Trust [I/II/III], a statutory Statutory Trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that Omnicare, Inc. (the "Holder") is the registered owner of ______________
(______) common securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the Common Securities
(Liquidation Amount $___ per Common Security) (the "Common Securities"). In
accordance with Section 5.10 of the Trust Agreement (as defined below) the
Common Securities are not transferable, except by operation of law or as
permitted by the Trust Agreement referred to herein, and any attempted transfer
hereof shall be void. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities are set
forth in, and this certificate and the Common Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of ________, 200_, as
the same may be amended from time to time (the "Trust Agreement"), including the
designation of the terms of the Common Securities as set forth therein. The
Trust will furnish a copy of the Trust Agreement to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.

            Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.


                                      A-1





            IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this certificate this ____ day of _______, ____.

                                          OMNICARE CAPITAL TRUST
                                          [I/II/III]

                                          By:___________________________
                                             [                ],
                                             as Administrative Trustee


                                          By:___________________________
                                             [                ],
                                             as Administrative Trustee


                                          By:___________________________
                                             [                ],
                                             as Administrative Trustee


                                      A-2





                                    EXHIBIT B

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

            THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") is
made as of ________, 200_, between Omnicare, Inc., a Delaware corporation (the
"Company"), and Omnicare Capital Trust [I/II/III], a Delaware Statutory Trust
(the "Trust").

            WHEREAS, the Trust intends to issue its Common Securities (the
"Common Securities") to and receive Subordinated Debt Securities from the
Company and to issue and sell Omnicare Capital Trust [I/II/III] ____% Trust
Preferred Securities (the "Preferred Securities") with such powers, preferences
and special rights and restrictions as are set forth in the Amended and Restated
Trust Agreement of the Trust dated as of ________, 200_ as the same may be
amended from time to time (the "Trust Agreement"); and

            WHEREAS, the Company is the issuer of the Subordinated Debt
Securities.

            NOW, THEREFORE, in consideration of the purchase by each holder of
the Preferred Securities, which purchase the Company hereby agrees shall benefit
the Company and which purchase the Company acknowledges will be made in reliance
upon the execution and delivery of this Agreement, the Company and the Trust
hereby agree as follows:

                                    ARTICLE I

            Section 1.01. Guarantee by the Company. Subject to the terms and
conditions hereof, the Company hereby irrevocably and unconditionally guarantees
to each person or entity to whom the Trust is now or hereafter becomes indebted
or liable (the "Beneficiaries") the full payment, when and as due, of any and
all Obligations (as hereinafter defined) to such Beneficiaries. As used herein,
"Obligations" means any indebtedness, expenses or liabilities of the Trust,
other than obligations of the Trust to pay to holders of any Preferred
Securities or other similar interests in the Trust the amounts due such holders
pursuant to the terms of the Preferred Securities. This Agreement is intended to
be for the benefit of, and to be enforceable by, all such Beneficiaries, whether
or not such Beneficiaries have received notice hereof.

            Section 1.02. Term of Agreement. This Agreement shall terminate and
be of no further force and effect upon the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
holder of Preferred Securities or any Beneficiary must restore payment of any
sums paid under the Preferred Securities, under any Obligation, under the
Guarantee Agreement dated the date hereof by the Company and [                ],
as guarantee trustee, or under this Agreement for any reason



                                      B-1





whatsoever. Except as set forth in this Section 1.02, this Agreement is
continuing, irrevocable, unconditional and absolute.

            Section 1.03. Waiver of Notice. The Company hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and the Company hereby waives presentment, demand for payment, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

            Section 1.04. No Impairment. The obligations, covenants, agreements
and duties of the Company under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

            (a) the extension of time for the payment by the Trust of all or any
      portion of the Obligations or for the performance of any other obligation
      under, arising out of, or in connection with, the Obligations;

            (b) any failure, omission, delay or lack of diligence on the part of
      the Beneficiaries to enforce, assert or exercise any right, privilege,
      power or remedy conferred on the Beneficiaries with respect to the
      Obligations or any action on the part of the Trust granting indulgence or
      extension of any kind; or

            (c) the voluntary or involuntary liquidation, dissolution, sale of
      any collateral, receivership, insolvency, bankruptcy, assignment for the
      benefit of creditors, reorganization, arrangement, composition or
      readjustment of debt of, or other similar proceedings affecting, the Trust
      or any of the assets of the Trust.

            There shall be no obligation of the Beneficiaries to give notice to,
or obtain the consent of, the Company with respect to the happening of any of
the foregoing.

            Section 1.05. Enforcement. A Beneficiary may enforce this Agreement
directly against the Company and the Company waives any right or remedy to
require that any action be brought against the Trust or any other person or
entity before proceeding against the Company.

            Section 1.06. Subrogation. Omnicare shall be subrogated to all
rights (if any) of the Trust in respect of any amounts paid to the Beneficiaries
by Omnicare under this Agreement; provided, however, that Omnicare shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any rights which it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Agreement, if, at the time of any such payment, any amounts are due
and unpaid under this Agreement.

                                   ARTICLE II

            Section 2.01. Binding Effect. All guarantees and agreements
contained in this Agreement shall bind the successors, assigns, receivers,
trustees and representatives of the Company and shall inure to the benefit of
the Beneficiaries.


                                      B-2





            Section 2.02. Amendment. So long as there remains any Beneficiary or
any Preferred Securities of any series are outstanding, this Agreement shall not
be modified or amended in any manner adverse to such Beneficiary or to the
holders of the Preferred Securities.

            Section 2.03. Notices. Any notice, request or other communication
required or permitted to be given hereunder shall be given in writing by
delivering the same against receipt therefor by facsimile transmission
(confirmed by mail), telex or by registered or certified mail, addressed as
follows (and if so given, shall be deemed given when mailed or upon receipt of
an answer-back, if sent by telex), to-wit:

                         Omnicare Capital Trust [I/II/III]
                         c/o [Guarantee Trustee]
                         [                       ]
                         [                       ]
                         Facsimile No.:
                         Attention:

                         Omnicare, Inc.
                         100 East RiverCenter Boulevard
                         Covington, Kentucky 41011
                         Facsimile No.:
                         Attention:

            Section 2.04. Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

            Section 2.05. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.


                                      B-3





            THIS AGREEMENT is executed as of the date and year first above
written.

                                    OMNICARE, INC.

                                    By: __________________________
                                        Name:
                                        Title:


                                    OMNICARE CAPITAL TRUST [I/II/III]

                                    By: __________________________
                                        [                ], as
                                        Administrative Trustee


                                      B-4





                                    Exhibit C

             Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Georgia Power Capital Trust V or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment 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 thereof, Cede & Co., has an interest herein.

Certificate Number                                     Number of Preferred
                                                       Securities
                                                       [                   ]
P-__                                                   CUSIP NO.

                        Certificate Evidencing Preferred
                                  Securities of
                        Omnicare Capital Trust [I/II/III]
                         ___% Trust Preferred Securities
                 (Liquidation Amount $25 per Preferred Security)

            Omnicare Capital Trust [I/II/III], a statutory Statutory Trust
created under the laws of the State of Delaware (the "Trust"), hereby certifies
that Cede & Co. (the "Holder") is the registered owner of _________ (_______)
preferred securities of the Trust representing undivided beneficial interests in
the assets of the Trust and designated the Omnicare Capital Trust [I/II/III]
___% Trust Preferred Securities (Liquidation Amount $____ per Preferred
Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.04 of the Trust Agreement (as
defined below). The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust, dated as of ___________, 200__, as the
same may be amended from time to time (the "Trust Agreement"), including the
designation of the terms of Preferred Securities as set forth therein. The
holder of this certificate is entitled to the benefits of a guarantee by
Omnicare, Inc., a Delaware corporation (the "Company"), pursuant to a Guarantee
Agreement between the Company and [                      ], as guarantee
trustee, dated as of ___________, 200__, as the same may be amended from time to
time (the "Guarantee"), to the extent provided therein. The Trust will furnish a
copy of the Trust Agreement and the Guarantee to the holder of this certificate
without charge upon written request to the Trust at its principal place of
business or registered office.

            Upon receipt of this certificate, the holder of this certificate is
bound by the Trust Agreement and is entitled to the benefits thereunder.


                                      C-1





            IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this certificate this ____ day of ________, ____.

                                          OMNICARE CAPITAL TRUST [I/II/III]

                                          By:___________________________
                                             [                ],
                                             as Administrative Trustee


                                          By:___________________________
                                             [                ],
                                             as Administrative Trustee


                                          By:___________________________
                                             [                ],
                                             as Administrative Trustee


                                      C-2





                                  ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred
Security to:

(Insert assignee's social security or tax identification number)

(Insert address and zip code of assignee) and irrevocably appoints agent to
transfer this Preferred Securities Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

Date: ________________________________________

Signature: ____________________________________

(Sign exactly as your name appears on the other side of this Preferred
Securities Certificate)

EX-4

                                                                    Exhibit 4.18

                               GUARANTEE AGREEMENT

                                 By and Between

                                 OMNICARE, INC.,
                                  as Guarantor

                                       and

                              [                 ],
                                   as Trustee

                          Dated as of ________ __, 200_






                             Cross Reference Table*

                 Section of                            Section of
    Trust Indenture Act of 1939, as amended        Guarantee Agreement
    ---------------------------------------        -------------------

310(a)..........................................      4.1
310(b)..........................................      2.8; 4.1
310(c)..........................................      Inapplicable
311(a)..........................................      2.2(b)
311(b)..........................................      2.2(b)
311(c)..........................................      Inapplicable
312(a)..........................................      2.2(a); 2.9
312(b)..........................................      2.2(b); 2.9
312(c)..........................................      2.9
313(a)..........................................      2.3
313(b)..........................................      2.3
313(c)..........................................      2.3
313(d)..........................................      2.3
314(a)..........................................      2.4
314(b)..........................................      Inapplicable
314(c)..........................................      2.5
314(d)..........................................      Inapplicable
314(e)..........................................      2.5; 9.5
314(f)..........................................      Inapplicable
315(a)..........................................      3.1(d)
315(b)..........................................      2.7
315(c)..........................................      3.1(c)
315(d)..........................................      3.1(e)
316(a)..........................................      2.6; 5.4(a)
316(b)..........................................      5.3
316(c)..........................................      Inapplicable
317(a)..........................................      2.10
317(b)..........................................      Inapplicable
318(a)..........................................      2.1(b)
318(b)..........................................      2.1
318(c)..........................................      2.1(a)

- ----------
*    This cross-reference table does not constitute part of the agreement and
     shall not have any bearing upon the interpretation of any of its terms or
     provisions.


                                       i






                                Table of Contents

ARTICLE I INTERPRETATION AND DEFINITIONS.......................................1

   Section 1.1   Definitions...................................................1
   Section 1.2   Incorporation by Reference of Trust Indenture Act.............4
   Section 1.3   Rules of Construction.........................................5

ARTICLE II TRUST INDENTURE ACT.................................................5

   Section 2.1   Trust Indenture Act; Application..............................5
   Section 2.2   Lists of Holders..............................................5
   Section 2.3   Reports by Guarantee Trustee..................................6
   Section 2.4   Periodic Reports to Guarantee Trustee.........................6
   Section 2.5   Evidence of Compliance with Conditions Precedent..............6
   Section 2.6   Guarantee Event of Default; Waiver............................6
   Section 2.7   Guarantee Event of Default; Notice............................6
   Section 2.8   Conflicting Interests.........................................7

ARTICLE III POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE.....................7

   Section 3.1   Duties of Guarantee Trustee...................................7
   Section 3.2   Rights of Guarantee Trustee...................................8

ARTICLE IV GUARANTEE TRUSTEE..................................................10

   Section 4.1   Eligibility; Disqualification................................10
   Section 4.2   Replacement of Guarantee Trustee.............................10

ARTICLE V GUARANTEE ..........................................................11

   Section 5.1   Guarantee....................................................11
   Section 5.2   Waiver of Notice and Demand..................................11
   Section 5.3   Obligations Not Affected.....................................11
   Section 5.4   Rights of Holders............................................12
   Section 5.5   Guarantee of Payment.........................................13
   Section 5.6   Subrogation..................................................13
   Section 5.7   Independent Obligations......................................13

ARTICLE VI LIMITATIONS ON TRANSACTIONS; SUBORDINATION.........................14

   Section 6.1   Limitations on Transactions..................................14
   Section 6.2   Subordination................................................14

ARTICLE VII TERMINATION ......................................................15

   Section 7.1   Termination..................................................15

ARTICLE VIII INDEMNIFICATION..................................................15

   Section 8.1   Exculpation..................................................15
   Section 8.2   Compensation and Indemnity...................................16

ARTICLE IX MISCELLANEOUS......................................................16

   Section 9.1   Successors and Assigns.......................................16
   Section 9.2   Amendments...................................................16


                                       ii






   Section 9.3   Notices......................................................17
   Section 9.4   Counterparts.................................................17
   Section 9.5   Benefit......................................................17
   Section 9.6   Governing Laws...............................................17


                                       iii






                               GUARANTEE AGREEMENT

     WHEREAS, pursuant to the Trust Agreement (as defined herein), the Omnicare
Capital Trust [I / II / III] (the "Trust") is issuing on the date hereof
$________ aggregate liquidation amount of preferred securities, having a
liquidation amount of $____ per security and designated the "____% Trust
Preferred Securities" of the Trust (the "Trust Preferred Securities") and
$________ aggregate liquidation amount of common securities, having a
liquidation amount of $____ per security and designated the "____% Trust Common
Securities" of the Trust (together with the Trust Preferred Securities, the
"Trust Securities");

     WHEREAS, as incentive for the Holders (as defined herein) to purchase the
Trust Preferred Securities, Omnicare, Inc. (the "Guarantor"), desires
irrevocably and unconditionally to agree, to the extent set forth in this
Guarantee, to pay to the Holders of the Trust Preferred Securities the Guarantee
Payments (as defined herein) and to make certain other payments on the terms and
conditions set forth herein; and

     NOW, THEREFORE, in consideration of the purchase by each Holder of Trust
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Guarantee for the
benefit of such Holders.

                                    ARTICLE I

                         INTERPRETATION AND DEFINITIONS

          Section 1.1 Definitions.

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

     "Business Day" has the meaning specified in the Trust Agreement.

     "Covered Person" means a Holder or beneficial owner of Trust Preferred
Securities.

     "Depositor" has the meaning specified in the Trust Agreement.

     "Distributions" has the meaning specified in the Trust Agreement.

     "Event of Default" has the meaning specified in the Indenture.






     "Extension Period" means such period or periods as the Guarantor shall
defer the payment of interest on the Subordinated Debt Securities pursuant to
the terms thereof and pursuant to the Indenture.

     "Global Security" has the meaning specified in the Trust Agreement.

     "Guarantee Event of Default" means a default by the Guarantor on any of its
payment or other obligations under this Guarantee.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Trust Preferred Securities, to the extent not
paid by or on behalf of the Trust: (i) any accrued and unpaid Distributions that
are required to be paid on such Trust Preferred Securities to the extent the
Trust has sufficient funds legally and immediately available therefor at the
time, (ii) the Redemption Price, including all accrued and unpaid Distributions
to the date of redemption, with respect to any Trust Preferred Securities called
for redemption by the Trust, to the extent the Trust shall have sufficient funds
legally and immediately available therefor at the time or (iii) upon a voluntary
or involuntary dissolution, winding-up or termination of the Trust (other than
in connection with the distribution of Subordinated Debt Securities to the
holders of Trust Securities as provided in the Trust Agreement or the redemption
of all the Trust Preferred Securities), the lesser of (a) the sum of the
liquidation amount and all accrued and unpaid Distributions on the Trust
Preferred Securities to the date of payment, to the extent the Trust has
sufficient funds legally and immediately available therefor and (b) the amount
of assets of the Trust remaining available for distribution to Holders of Trust
Preferred Securities in liquidation of the Trust (in either case, the
"Liquidation Distribution").

     "Guarantee Trustee" means [               ], a national banking association
organized under the laws of the United States, until a successor Guarantee
Trustee has been appointed and has accepted such appointment pursuant to the
terms of this Guarantee and thereafter means each such Successor Guarantee
Trustee.

     "Guarantor" has the meaning specified in the recitals hereto.

     "Holder" shall mean any holder, as registered on the books and records of
the Trust, of any Trust Preferred Securities; provided, however, that in
determining whether the holders of the requisite percentage of Trust Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.

     "Indemnified Person" means the Guarantee Trustee, or any officers,
directors, employees, shareholders or agents of the Guarantee Trustee.

     "Indenture" means the Subordinated Debt Securities Indenture, dated as of
________ __, 200_, between the Guarantor and ________, as Trustee, pursuant to
which the Subordinated Debt Securities are issued and as thereafter amended or
supplemented from time to time.


                                       2






     "Liquidation Distribution" has the meaning specified in the definition of
"Guarantee Payments" above.

     "List of Holders" has the meaning assigned to it in Section 2.2 hereof.

     "Majority in Liquidation Amount" means Holders of outstanding Trust
Preferred Securities, voting separately as a class, who are the record owners of
more than 50% of the aggregate liquidation amount (including the stated amount
that would be paid on redemption, liquidation or otherwise, plus accrued and
unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Trust Preferred Securities. In determining
whether the Holders of the requisite amount of Trust Preferred Securities have
voted, Trust Preferred Securities which are owned by the Guarantor or any
Affiliate of the Guarantor or any other obligor on the Trust Preferred
Securities shall be disregarded for the purpose of any such determination.

     "Officer" means the Chairman of the Board, any Vice Chairman, the Chief
Executive Officer, the President, any Vice President, the Treasurer, the
Secretary, any Assistant Treasurer or any Assistant Secretary of the Depositor.

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Guarantor, and
delivered to the Trustee. Any Officers' Certificate delivered with respect to
compliance with a condition or covenant provided for in this Guarantee shall
include:

          (a) a statement that each officer signing the Officers' Certificate
     has read the covenant or condition and the definitions relating thereto;

          (b) a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer in rendering the Officers'
     Certificate;

          (c) a statement that each such officer has made such examination or
     investigation as, in such officer's opinion, is necessary to enable such
     officer to express an informed opinion as to whether or not such covenant
     or condition has been complied with; and

          (d) a statement as to whether, in the opinion of each such officer,
     such condition or covenant has been complied with.

     "Person" means an individual, corporation, partnership, joint venture,
trust, limited liability company or corporation, unincorporated organization or
government or any agency or political subdivision thereof.

     "Property Trustee" has the meaning specified in the Trust Agreement.

     "Redemption Price" has the meaning specified in the Trust Agreement.

     "Registrar" has the meaning specified in the Trust Agreement.


                                       3






     "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer with direct responsibility for the administration of this Guarantee and
also means, with respect to a particular corporate trust matter, any other
officer to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with a particular subject.

     "Senior Indebtedness" has the meaning specified in the Indenture.

     "Subordinated Debt Securities" means the series of subordinated debt
securities issued by the Guarantor designated the "____% Subordinated Debt
Securities due ____" held by the Property Trustee.

     "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust" has the meaning specified in the Trust Agreement.

     "Trust Agreement" means the Amended and Restated Trust Agreement, dated as
of __________ __, 200_, as the same may be modified, amended or supplemented in
accordance with the applicable provisions thereof, including all exhibits
thereto, including, for all purposes of such Amended and Restated Trust
Agreement and any modification, amendment or supplement, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern such Amended and
Restated Trust Agreement and any such modification, amendment or supplement
thereto, respectively.

     "Trust Preferred Securities" has the meaning specified in the recitals
hereto. In the event that pursuant to the Trust Agreement, the Trust and the
Depositor grant an Underwriters' Overallotment Option (as defined in the Trust
Agreement) to certain underwriters or initial purchasers, as the case may be,
such that an additional amount of Trust Preferred Securities may be issued
pursuant to the terms of the Trust Agreement, then the defined term "Trust
Preferred Securities" shall include such additional Trust Preferred Securities.

     "Trust Securities" has the meaning specified in the recitals hereto.

     "TIA" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

          Section 1.2 Incorporation by Reference of Trust Indenture Act.

     Whenever this Guarantee refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Guarantee. All terms used
in this Guarantee that are defined by the TIA, defined by the TIA's reference to
another statute or defined by Securities and Exchange Commission rule under the
TIA and not otherwise defined herein are used herein as so defined.


                                       4






          Section 1.3 Rules of Construction.

     Unless the context otherwise requires:

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

          (b) "or" is not exclusive;

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

          (d) provisions apply to successive events and transactions.

                                   ARTICLE II

                               TRUST INDENTURE ACT

          Section 2.1 Trust Indenture Act; Application.

          (a) This Guarantee is subject to the provisions of the TIA that are
     required to be part of this Guarantee and shall, to the extent applicable,
     be governed by such provisions.

          (b) If and to the extent that any provision of this Guarantee limits,
     qualifies or conflicts with the duties imposed by Sections 310 to 317,
     inclusive, of the TIA, such imposed duties shall control.

          Section 2.2 Lists of Holders.

          (a) The Guarantor shall furnish to the Guarantee Trustee a list of the
     names and addresses of the Holders ("List of Holders") in such form and as
     of such date as the Guarantee Trustee may reasonably require. The Guarantor
     shall furnish such List of Holders (i) within 30 days after receiving a
     written request from the Guarantee Trustee, such list to be as of a date no
     more than 15 days before such list is provided to the Guarantee Trustee,
     and (ii) unless the Trust Preferred Securities are represented by one or
     more Global Securities, at least one Business Day prior to the date for
     payment of Distributions, such list to be as of the record date relating to
     the payment of such Distributions. However, the Guarantor shall not be
     obligated to provide such List of Holders at any time the List of Holders
     does not differ from the most recent List of Holders given to the Guarantee
     Trustee by the Guarantor or at any time the Guarantee Trustee is the
     Registrar under the Trust Agreement. The Guarantee Trustee shall preserve,
     in as current a form as is reasonably practicable, all information
     contained in any List of Holders given to it, provided that the Guarantee
     Trustee may destroy any List of Holders previously given to it on receipt
     of a new List of Holders.

          (b) The Guarantee Trustee shall comply with its obligations under
     Sections 311(a), 311(b) and 312(b) of the TIA.


                                       5






          Section 2.3 Reports by Guarantee Trustee.

     Within 60 days after ________ of each year (commencing with the year of the
first anniversary of the issuance of the Trust Preferred Securities), the
Guarantee Trustee shall provide to the Holders such reports as are required by
Section 313(a) of the TIA (if any) in the form and in the manner provided by
Section 313 of the TIA. The Guarantee Trustee shall also comply with the other
requirements of Section 313 of the TIA. The Guarantor shall promptly notify the
Guarantee Trustee when the Trust Preferred Securities are listed on any stock
exchange.

          Section 2.4 Periodic Reports to Guarantee Trustee.

     The Guarantor shall provide to the Guarantee Trustee such documents,
reports and information as required by Section 314(a) (if any) of the TIA and
the compliance certificate required by Section 314(a)(4) of the TIA in the form,
in the manner and at the times required by Section 314(a) of the TIA, provided
that such compliance certificate shall be delivered on or before 120 days after
the end of each fiscal year of the Guarantor.

          Section 2.5 Evidence of Compliance with Conditions Precedent.

     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with any conditions precedent, if any, provided for in this Guarantee
that relate to any of the matters set forth in Section 314(c) of the TIA. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) may be given in the form of an Officers' Certificate.

          Section 2.6 Guarantee Event of Default; Waiver.

     The Holders of a Majority in Liquidation Amount of the Trust Preferred
Securities may, by vote or written consent, on behalf of all of the Holders,
waive any past Guarantee Event of Default and its consequences. Upon such
waiver, any such Guarantee Event of Default shall cease to exist, and any
Guarantee Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Guarantee, but no such waiver shall extend to any
subsequent or other default or Guarantee Event of Default or impair any right
consequent thereon.

          Section 2.7 Guarantee Event of Default; Notice.

          (a) If a Guarantee Event of Default occurs and is continuing and if it
     is known to a Responsible Officer of the Guarantee Trustee, the Guarantee
     Trustee shall mail to each Holder notice of a Guarantee Event of Default
     within 90 days after it occurs or, if later, after a Responsible Officer of
     the Guarantee Trustee has knowledge of such Guarantee Event of Default. The
     Guarantee Trustee may withhold the notice if and so long as its corporate
     trust committee or a committee of its Responsible Officers in good faith
     determines that withholding the notice is in the interests of the Holders.


                                       6






          (b) The Guarantee Trustee shall not be deemed to have knowledge of any
     Guarantee Event of Default unless the Guarantee Trustee shall have received
     written notice, or a Responsible Officer charged with the administration of
     the Trust Agreement shall have obtained written notice, of such Guarantee
     Event of Default.

          Section 2.8 Conflicting Interests.

     The Trust Agreement shall be deemed to be specifically described in this
Guarantee for the purposes of clause (i) of the first proviso contained in
Section 310(b) of the TIA.

                                   ARTICLE III

                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

          Section 3.1 Duties of Guarantee Trustee

          (a) This Guarantee shall be held by the Guarantee Trustee on behalf of
     the Trust for the benefit of the Holders, and the Guarantee Trustee shall
     not transfer this Guarantee to any Person except a Holder exercising his or
     her rights pursuant to Section 5.4(b) or to a Successor Guarantee Trustee
     on acceptance by such Successor Guarantee Trustee of its appointment to act
     as Successor Guarantee Trustee. The right, title and interest of the
     Guarantee Trustee in and to this Guarantee shall automatically vest in any
     Successor Guarantee Trustee, and such vesting and succession of title shall
     be effective upon acceptance of appointment whether or not conveyance
     documents have been executed and delivered pursuant to the appointment of
     such Successor Guarantee Trustee.

          (b) If a Guarantee Event of Default has occurred and is continuing,
     the Guarantee Trustee shall enforce this Guarantee for the benefit of the
     Holders.

          (c) The Guarantee Trustee, before the occurrence of any Guarantee
     Event of Default and after the curing or waiving of all Guarantee Events of
     Default that may have occurred, shall undertake to perform only such duties
     as are specifically set forth in this Guarantee, and no implied covenants
     shall be read into this Guarantee against the Trustee. If a Guarantee Event
     of Default has occurred and is continuing, the Guarantee Trustee shall
     exercise the rights and powers vested in it by this Guarantee and use the
     same degree of care and skill in its exercise thereof as a prudent man
     would exercise or use under the circumstances in the conduct of his own
     affairs.

          (d) No provision of this Guarantee shall be construed to relieve the
     Guarantee Trustee from liability for its own negligent action, its own
     negligent failure to act, or its own willful misconduct, except that:

          (i) prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Guarantee Events of Default that may have
     occurred:


                                       7






               (A) the duties and obligations of the Guarantee Trustee shall be
          determined solely by the express provisions of this Guarantee, and the
          Guarantee Trustee shall not be liable except for the performance of
          such duties and obligations as are specifically set forth in this
          Guarantee; and

               (B) in the absence of bad faith on the part of the Guarantee
          Trustee, the Guarantee Trustee may conclusively rely, as to the truth
          of the statements and the correctness of the opinions expressed
          therein, upon any certificates or opinions furnished to the Guarantee
          Trustee and conforming to the requirements of this Guarantee; but in
          the case of any such certificates or opinions that by any provision
          hereof are specifically required to be furnished to the Guarantee
          Trustee, the Guarantee Trustee shall be under a duty to examine the
          same to determine whether or not they conform to the requirements of
          this Guarantee;

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

          (iii) the Guarantee Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of a Majority in Liquidation Amount of the
     Trust Preferred Securities relating to the time, method and place of
     conducting any proceeding for any remedy available to the Guarantee
     Trustee, or exercising any trust or power conferred upon the Guarantee
     Trustee under this Guarantee; and

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

          Section 3.2 Rights of Guarantee Trustee.

          (a) Subject to the provisions of Section 3.1:

          (i) the Guarantee Trustee may rely and shall be fully protected in
     acting or refraining from acting upon any resolution, certificate,
     statement, instrument, opinion, report, notice, request, direction,
     consent, order, bond, debenture, note, other evidence of indebtedness or
     other paper or document believed by it to be genuine and to have been
     signed, sent or presented by the proper party or parties;

          (ii) any direction or act of the Guarantor contemplated by this
     Guarantee shall be sufficiently evidenced by an Officers' Certificate;


                                       8






          (iii) whenever, in the administration of this Guarantee, the Guarantee
     Trustee shall deem it desirable that a matter be proved or established
     before taking, suffering or omitting any action hereunder, the Guarantee
     Trustee (unless other evidence is herein specifically prescribed) may, in
     the absence of bad faith on its part, request and rely upon an Officers'
     Certificate which, upon receipt of such request, shall be promptly
     delivered by the Guarantor;

          (iv) The Guarantee Trustee may consult with counsel of its choice, and
     the written advice or opinion of such counsel with respect to legal matters
     shall be full and complete authorization and protection in respect of any
     action taken, suffered or omitted by it hereunder in good faith and in
     accordance with such advice or opinion; such counsel may be counsel to the
     Guarantor or any of its Affiliates and may include any of its employees,
     the Guarantee Trustee shall have the right at any time to seek instructions
     concerning the administration of this Guarantee from any court of competent
     jurisdiction;

          (v) the Guarantee Trustee shall not be bound to make any investigation
     into the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Guarantee Trustee, in its discretion, may make such
     further inquiry or investigation into such facts or matters as it may see
     fit;

          (vi) the Guarantee Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents or attorneys, and the Guarantee Trustee shall not be responsible for
     any misconduct or negligence on the part of any agent or attorney appointed
     with due care by it hereunder; and

          (vii) The Guarantee Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Guarantee at the request
     or direction of any of the Holders unless such Holders shall have offered
     to the Guarantee Trustee reasonable security or indemnity against the
     costs, expenses and liabilities which might be incurred by it in compliance
     with such request or direction, including such reasonable advances as may
     be requested by the Guarantee Trustee; provided, that nothing contained in
     this Section 3.2(f) shall be taken to relieve the Guarantee Trustee, upon
     the occurrence of a Guarantee Event of Default, of its obligation to
     exercise the rights and powers vested in it by this Guarantee in the manner
     provided by Section 3.1(c).

          (viii) Whenever in the administration of this Guarantee, the Guarantee
     Trustee shall deem it desirable to receive instructions with respect to
     enforcing any remedy or right or taking any other action hereunder, the
     Guarantee Trustee (A) may request written instructions from the Holders of
     a Majority in Liquidation Amount of the Trust Preferred Securities, (B) may
     refrain from enforcing such remedy or right or taking such other action
     until such written


                                       9






     instructions are received and (C) shall be protected in conclusively
     relying on or acting in accordance with such written instructions.

               (b) No provision of this Guarantee shall be deemed to impose any
          duty or obligation on the Guarantee Trustee to perform any act or acts
          or exercise any right, power, duty or obligation conferred or imposed
          on it in any jurisdiction in which it shall be illegal, or in which
          the Guarantee Trustee shall be unqualified or incompetent to act in
          accordance with applicable law, to perform any such act or acts or to
          exercise any such right, power, duty or obligation. No permissive
          power or authority available to the Guarantee Trustee shall be
          construed to be a duty.

                                   ARTICLE IV

                                GUARANTEE TRUSTEE

          Section 4.1 Eligibility; Disqualification.

     This Guarantee shall always have a Guarantee Trustee who satisfies the
requirements of Sections 310(a)(1), (2) and (5) of the TIA. The Guarantee
Trustee shall always have a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition. The
Guarantee Trustee shall comply with Section 310(b) of the TIA.

          Section 4.2 Replacement of Guarantee Trustee.

          (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed
     or removed without cause at any time by the Guarantor.

          (b) The Guarantee Trustee shall not be removed until a Successor
     Guarantee Trustee has been appointed and has accepted such appointment by
     written instrument executed by such Successor Guarantee Trustee and
     delivered to the Guarantor.

          (c) The Guarantee Trustee appointed to office shall hold office until
     a Successor Guarantee Trustee shall have been appointed or until its
     removal or resignation. The Guarantee Trustee may resign from office
     (without need for prior or subsequent accounting) by an instrument in
     writing executed by the Guarantee Trustee and delivered to the Guarantor,
     which resignation shall not take effect until a Successor Guarantee Trustee
     has been appointed and has accepted such appointment by instrument in
     writing executed by such Successor Guarantee Trustee and delivered to the
     Guarantor and the resigning Guarantee Trustee.

          (d) If a Successor Guarantee Trustee does not take office within 60
     days after the retiring Guarantee Trustee resigns or is removed, the
     retiring Guarantee Trustee, may petition any court of competent
     jurisdiction for the appointment of a Successor Guarantee Trustee.


                                       10






          (e) If the Guarantee Trustee fails to comply with Section 4.1, any
     Holder may petition any court of competent jurisdiction for the removal of
     the Guarantee Trustee and the appointment of a Successor Guarantee Trustee.

          (f) A Successor Guarantee Trustee shall deliver a written acceptance
     of its appointment to the retiring Guarantee Trustee and to the Guarantor.
     Immediately after that, the retiring Guarantee Trustee shall transfer all
     property held by it as Guarantee Trustee to the Successor Guarantee
     Trustee, the resignation or removal of the retiring Guarantee Trustee shall
     become effective, and the Successor Guarantee Trustee shall have all the
     rights, powers and duties of the Guarantee Trustee under this Guarantee. A
     Successor Guarantee Trustee shall mail a notice of its succession to each
     Holder. Notwithstanding replacement of the Guarantee Trustee pursuant to
     this Section 4.2, the Guarantor's obligations under Section 8.2 hereof
     shall continue for the benefit of the retiring Guarantee Trustee with
     respect to expenses and liabilities incurred by it prior to such
     replacement.

                                    ARTICLE V

                                    GUARANTEE

          Section 5.1 Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by the Trust), as and when due, regardless of any defense, right of set-off or
counterclaim that the Guarantor may have or assert against any Person. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Trust to pay such amounts to the Holders. Notwithstanding anything to the
contrary herein, the Guarantor retains all of its rights to extend the interest
payment period on the Subordinated Debt Securities to the extent permitted by
the Indenture and the Guarantor shall not be obligated hereunder to make any
Guarantee Payments during any Extension Period with respect to the Distributions
on the Securities.

          Section 5.2 Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of this Guarantee and of
any liability to which it applies or may apply, presentment, demand for payment,
any right to require a proceeding first against the Trust or any other Person
before proceeding against the Guarantor, protest, notice of nonpayment, notice
of dishonor, notice of redemption and all other notices and demands.

          Section 5.3 Obligations Not Affected.

     The obligations of the Guarantor to make the Guarantee Payments under this
Guarantee shall in no way be affected or impaired by reason of the happening
from time to time of any of the following:


                                       11






          (a) The release or waiver, by operation of law or otherwise, of the
     performance or observance by the Trust of any express or implied agreement,
     covenant, term or condition relating to the Trust Preferred Securities to
     be performed or observed by the Trust;

          (b) The extension of time for the payment by the Trust of all or any
     portion of the Distributions, Redemption Price, Liquidation Distribution or
     any other sums payable under the terms of the Trust Preferred Securities or
     the extension of time for the performance of any other obligation under,
     arising out of, or in connection with the Trust Preferred Securities (other
     than an extension of time for payment of Distributions, Redemption Price,
     Liquidation Distribution or other sum payable that results from the
     extension of any interest payment period on the Subordinated Debt
     Securities permitted by the Indenture);

          (c) Any failure, omission, delay or lack of diligence on the part of
     the Property Trustee or the Holders to enforce, assert or exercise any
     right, privilege, power or remedy conferred on the Property Trustee or the
     Holders pursuant to the terms of the Trust Preferred Securities, or any
     action on the part of the Trust granting indulgence or extension of any
     kind;

          (d) The voluntary or involuntary liquidation, dissolution, sale of any
     collateral, receivership, insolvency, bankruptcy, assignment for the
     benefit of creditors, reorganization, arrangement, composition or
     readjustment of debt of, or other similar proceedings affecting, the Trust
     or any of the assets of the Trust;

          (e) Any invalidity of, or defect or deficiency in, the Trust Preferred
     Securities;

          (f) The settlement or compromise of any obligation guaranteed hereby
     or hereby incurred; or

          (g) Any other circumstance whatsoever that might otherwise constitute
     a legal or equitable discharge or defense of a guarantor, it being the
     intent of this Section 5.3 that the obligations of the Guarantor hereunder
     shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Guarantee Trustee or the Holders to give
notice to or obtain consent of the Guarantor or any other Person with respect to
the happening of any of the foregoing. No setoff, counterclaim, reduction or
diminution of any obligation, or any defense of any kind or nature that the
Guarantor has or may have against any Holder shall be available hereunder to the
Guarantor against such Holder to reduce the payments to it under this Guarantee.

          Section 5.4 Rights of Holders.

          (a) The Guarantor expressly acknowledges that: (i) this Guarantee
     Agreement will be deposited with the Guarantee Trustee to be held for the
     benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce
     this Guarantee


                                       12






     Agreement on behalf of the Holders; (iii) the Holders of a Majority in
     Liquidation Amount of the Preferred Securities have the right to direct the
     time, method and place of conducting any proceeding for any remedy
     available to the Guarantee Trustee in respect of this Guarantee Agreement
     or exercising any trust or power conferred upon the Guarantee Trustee under
     this Guarantee Agreement, provided that such direction shall not be in
     conflict with any rule of law or with this Guarantee Agreement, and could
     not involve the Guarantee Trustee in personal liability in circumstances
     where reasonable indemnity would not be adequate; and (iv) any Holder may
     institute a legal proceeding directly against the Guarantor to enforce its
     rights under this Guarantee Agreement, without first instituting a legal
     proceeding against or requesting or directing that action be taken by the
     Guarantee Trustee or any other Person; it being understood and intended
     that no one or more of such Holders shall have any right in any manner
     whatsoever by virtue of, or by availing of, any provision of this Guarantee
     Agreement to affect, disturb or prejudice the rights of any other of such
     Holders or to obtain or to seek to obtain priority or preference over any
     other of such Holders or to enforce any right under this Guarantee
     Agreement, except in the manner herein provided and for the equal and
     ratable benefit of all of such Holders.

          Section 5.5 Guarantee of Payment.

     This Guarantee creates a guarantee of payment and not of collection.

          Section 5.6 Subrogation.

     The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Trust in respect of any amounts paid to such Holders by the
Guarantor under this Guarantee; provided, however, that the Guarantor shall not
(except to the extent required by mandatory provisions of law) be entitled to
enforce or exercise any right that it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of payment
under this Guarantee, if at the time of any such payment, any amounts are due
and unpaid under this Guarantee. If any amount shall be paid to the Guarantor in
violation of the preceding sentence, the Guarantor agrees to hold such amount in
trust for the Holders and to pay over such amount to the Guarantee Trustee for
the benefit of the Holders.

          Section 5.7 Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Trust with respect to the Trust Preferred Securities,
and that the Guarantor shall be liable as principal and as debtor hereunder to
make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding
the occurrence of any event referred to in subsections 5.3(a) through 5.3(g),
inclusive, hereof.


                                       13






                                   ARTICLE VI

                   LIMITATIONS ON TRANSACTIONS; SUBORDINATION

          Section 6.1 Limitations on Transactions.

     So long as any Trust Preferred Securities remain outstanding, if (i) there
shall have occurred any Event of Default under the Indenture or any event of
which the Guarantor has actual knowledge that (a) with the giving of notice or
the lapse of time or both, would constitute an Event of Default under the
Indenture and (b) in respect of which the Guarantor shall not have taken
reasonable steps to cure, (ii) there shall be a Guarantee Event of Default or
(iii) the Guarantor shall have given notice of its election of an Extension
Period as provided in the certificate evidencing the Subordinated Debt
Securities and shall not have rescinded such notice, or such Extension Period or
any extension thereof shall be continuing, then the Guarantor shall not (x)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Guarantor's capital
stock or (y) make any payment of principal, interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Guarantor that rank pari
passu with or junior in interest to the Subordinated Debt Securities or make any
guarantee payments with respect to any guarantee by the Guarantor of the debt
securities of any subsidiary of the Guarantor if such guarantee ranks on a
parity with or junior in interest to the Subordinated Debt Securities (other
than (a) any dividend, redemption, liquidation, interest, principal or guarantee
payment by the Guarantor where the payment is made by way of securities
(including capital stock) that rank pari passu with or junior to the securities
on which such dividend, redemption, interest, principal or guarantee payment is
being made, (b) any declaration of a dividend in connection with the Guarantor's
shareholders' rights plan or any successor to such plan, or the issuance of
capital stock of any class or series under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, (c) payments under
this Guarantee, any other similar guarantee by the Guarantor in respect of Trust
Preferred Securities issued by a trust holding Subordinated Debt Securities
issued under the Indenture, (d) repurchases, redemptions or other acquisitions
of capital stock in connection with any benefit plans or other similar
arrangements with or for the benefit of its employees, officers, directors,
consultants or advisors of the Guarantor or any of its subsidiaries, (e) as a
result of a reclassification of the Guarantor's capital stock or the exchange or
conversion of one series of class of the Guarantor's capital stock for another
series or class of the Guarantor's capital stock or (f) the purchase of
fractional interests in shares of the Guarantor's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged).

          Section 6.2 Subordination.

     This Guarantee will constitute an unsecured obligation of the Guarantor and
will rank (i) subordinate and junior in right of payment to all other
liabilities of the Guarantor, including the Subordinated Debt Securities, except
those obligations or liabilities made pari passu or subordinate by their terms,
(ii) pari passu with the most senior preferred or preference stock now or
hereafter issued by the Guarantor and with any guarantee now or


                                       14






later issued by the Guarantor in respect of any preferred or preference stock of
any Affiliate of the Guarantor, and (iii) senior to all common stock of the
Guarantor.

                                   ARTICLE VII

                                   TERMINATION

          Section 7.1 Termination.

     This Guarantee shall terminate upon:

          (a) full payment of the Redemption Price of all Trust Preferred
     Securities,

          (b) distribution of the Subordinated Debt Securities to the Holders in
     exchange for all the outstanding Trust Preferred Securities, or

          (c) full payment of the amounts payable in accordance with the Trust
     Agreement upon liquidation of the Trust.

Notwithstanding the foregoing, this Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any Holder must restore
payment of any sums paid under the Trust Preferred Securities or under this
Guarantee.

                                  ARTICLE VIII

                                 INDEMNIFICATION

          Section 8.1 Exculpation.

          (a) No Indemnified Person shall be liable, responsible or accountable
     in damages or otherwise to the Guarantor or any Covered Person for any
     loss, damage, liability, expense or claim incurred by reason of any act or
     omission performed or omitted by such Indemnified Person in good faith in
     accordance with this Guarantee and in a manner that such Indemnified Person
     reasonably believed to be within the scope of the authority conferred on
     such Indemnified Person by this Guarantee or by law, except that an
     Indemnified Person shall be liable for any such loss, damage or claim
     incurred by reason of such Indemnified Person's negligence or willful
     misconduct with respect to such acts or omissions.

          (b) An Indemnified Person shall be fully protected in relying in good
     faith upon the records of the Guarantor and upon such information,
     opinions, reports or statements presented to the Guarantor by any Person as
     to matters the Indemnified Person reasonably believes are within such other
     Person's professional or expert competence including information, opinions,
     reports or statements as to the value and amount of the assets,
     liabilities, profits, losses, or any other facts pertinent to the existence
     and amount of assets from which Distributions to Holders might properly be
     paid.


                                       15






          Section 8.2 Compensation and Indemnity.

          (a) The Guarantor shall pay to the Guarantee Trustee from time to time
     reasonable compensation for its services. The Guarantee Trustee's
     compensation shall not be limited by any law on compensation of a trustee
     of an express trust. The Guarantor shall reimburse the Guarantee Trustee
     upon request for all reasonable out-of-pocket expenses incurred by it. Such
     expenses shall include the reasonable compensation and expenses of the
     Guarantee Trustee's agents and counsel.

          (b) The Guarantor shall indemnify each of the Indemnified Persons
     (including the cost of defending itself) against any loss, liability or
     expense incurred by it except as set forth in the next paragraph in the
     performance of its duties under this Guarantee. An Indemnified Person shall
     notify the Guarantor promptly of any claim for which it may seek indemnity.
     The Guarantor shall defend the claim and the Indemnified Person shall
     cooperate in the defense. The Guarantor need not pay for any settlement
     made without its consent, which consent shall not be unreasonably withheld.

          (c) The Guarantor need not reimburse any expense or indemnify against
     any loss or liability incurred by an Indemnified Person through such
     Indemnified Person's negligence, bad faith or willful misconduct.

                                   ARTICLE IX

                                  MISCELLANEOUS

          Section 9.1 Successors and Assigns.

     All guarantees and agreements contained in this Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the Guarantor
and shall inure to the benefit of the Guarantee Trustee, any Successor Guarantee
Trustee and the Holders of the Trust Preferred Securities then outstanding.
Except in connection with a consolidation, merger, sale or conveyance involving
the Guarantor that is permitted by Article - of the Indenture and pursuant to
which the successor or assignee agrees in writing to perform the Guarantor's
obligations hereunder, the Guarantor shall not assign its obligations hereunder.

          Section 9.2 Amendments.

     Except with respect to any changes that do not materially adversely affect
the rights of the Holders (in which case no consent of the Holders will be
required), this Guarantee may not be amended without the prior approval of the
Holders of at least a Majority in Liquidation Amount of the Trust Preferred
Securities. The provisions of Section 11.2 of the Trust Agreement with respect
to meetings of, and action by written consent of, the Holders apply to the
giving of such approval.


                                       16






          Section 9.3 Notices.

     Any notice or communication by the Guarantor or the Guarantee Trustee to
the other is duly given if in writing and delivered in Person or mailed by
first-class mail:

          (a)  if to the Guarantor:
                 Omnicare, Inc.
                 100 East RiverCenter Boulevard
                 Covington, Kentucky 41011
                 Attention: Cheryl D. Hodges
                            Senior Vice President and Secretary

          (b)  if to the Guarantee Trustee:
                 [          ]
                 [          ]
                 [          ]
                 Attention: Corporate Trust Department

     The Guarantor or the Guarantee Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

     Any notice or communication to a Holder shall be mailed by first-class mail
to the address shown on the books and records of the Trust. Failure to mail a
notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.

     If a notice or communication is mailed or published in the manner provided
above, within the time prescribed, it is duly given, whether or not the Holder
receives it.

          (c) If the Guarantor mails a notice or communication to Holders, it
     shall mail a copy to the Guarantee Trustee at the same time.

          Section 9.4 Counterparts.

     This Guarantee may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

          Section 9.5 Benefit.

     This Guarantee is solely for the benefit of the Holders and, subject to
Section 3.1(a), is not separately transferable from the Trust Preferred
Securities.

          Section 9.6 Governing Laws.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO AGREEMENTS MADE AND


                                       17






TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.


                                       18






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

                                           OMNICARE, INC.,
                                              as Guarantor


                                           By:
                                              ----------------------------------
                                              Name:
                                              Its:


Attest:


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


                                           [                     ],
                                              as Guarantee Trustee


                                           By:
                                              ----------------------------------
                                              Name:
                                              Its:


                                       19

EX-5

                                                                     Exhibit 5.1

                                February 19, 2003

Omnicare, Inc.
100 East RiverCenter Boulevard
Covington, Kentucky  41011

                  Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

                  We have acted as counsel to Omnicare, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission by the Company, and by Omnicare Capital Trust I, Omnicare Capital
Trust II and Omnicare Capital Trust III, each a statutory trust formed under the
laws of the State of Delaware (each a "Trust" and collectively, the "Trusts"),
on February 12, 2003, as amended by Amendment No. 1 thereto filed with the
Commission on February 19, 2003 (the "Registration Statement"). The Registration
Statement relates to the issuance and sale from time to time, pursuant to Rule
415 of the General Rules and Regulations promulgated under the Securities Act of
1933, as amended (the "Securities Act"), of the following securities with an
aggregate initial public offering price of up to $850,000,000: (i) common stock,
par value $1.00 per share, of the Company ("Common Stock"); (ii) one or more
classes or series of preferred stock, no par value per share, of the Company
("Preferred Stock"), interests in which may be represented by depositary shares
of the Company ("Depositary Shares"); (iii) one or more series of debt
securities of the Company ("Debt Securities"), consisting of debentures, notes
and/or other evidences of indebtedness, which may be unsubordinated ("Senior
Debt Securities") or subordinated ("Subordinated Debt Securities") to certain
other obligations of the Company; (iv) guarantees, if any, of the Debt
Securities by certain of the Company's subsidiaries (the "Guarantees" and, such
subsidiaries, the "Subsidiary Guarantors"); (v) warrants to purchase Securities
(as hereinafter defined) of the Company ("Warrants"); (vi) trust preferred
securities of one or more of the Trusts ("Trust Preferred Securities"), and
related guarantees by the Company of the Trust Preferred Securities
(individually, a "Trust Guarantee," and collectively, the "Trust Guarantees");
(vii) purchase contracts obligating holders to purchase Securities (as
hereinafter defined) at a future date or dates ("Purchase Contracts"); and
(viii) units comprised of one or more Securities (as hereinafter defined) in any
combination ("Units," and together with the Common Stock, Preferred Stock,
Depositary Shares, Debt Securities, Guarantees, Warrants, Trust Preferred
Securities, Trust Guarantees and Purchase Contracts, "Securities").

                  The Senior Debt Securities may be issued under a senior debt
securities indenture in the form filed as an exhibit to the Registration
Statement, as amended or supplemented from time to time (the "Senior
Indenture"), proposed to be entered into between the Company and one or more
trustees (any such trustee, the "Senior Indenture Trustee"). The Subordinated
Debt Securities may be issued under a subordinated debt securities indenture in
the form filed as an exhibit to the Registration Statement, as amended or
supplemented from time to time (the "Subordinated Indenture"), proposed to be
entered into between the Company and one or more trustees chosen by the Company
and qualified to act as such under the Trust Indenture Act of 1939, as amended
(the "TIA") (any such trustee, the










Omnicare, Inc.
February 19, 2003
Page 2

"Subordinated Indenture Trustee"). The Senior Indenture and the Subordinated
Indenture are sometimes hereinafter referred to individually as an "Indenture"
and collectively as the "Indentures." The Warrants may be issued under a warrant
agreement in a form that will be filed as an exhibit to a post-effective
amendment to the Registration Statement or incorporated by reference therein (a
"Warrant Agreement"). The Trust Preferred Securities may be issued by a Trust
pursuant to an amended and restated trust agreement in the form filed as an
exhibit to the Registration Statement, as amended or supplemented from time to
time (a "Trust Agreement"), proposed to be entered into among the Company, as
sponsor, a Property Trustee, a Delaware Trustee and the Administrative Trustees
to be named therein, and each Trust Guarantee may be issued pursuant to a
guarantee agreement in the form filed as an exhibit to the Registration
Statement, as amended or supplemented from time to time (a "Guarantee
Agreement"), proposed to be entered into between the Company and the trustee to
be named therein. The Purchase Contracts may be issued under a purchase contract
agreement in a form that will be filed as an exhibit to a post-effective
amendment to the Registration Statement or incorporated by reference therein (a
"Purchase Contract Agreement"). The Units may be issued under a unit agreement
in a form that will be filed as an exhibit to a post-effective amendment to the
Registration Statement or incorporated by reference therein (a "Unit
Agreement").

                  This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act.

                  We have examined (i) the Registration Statement; (ii) the form
of Senior Indenture; (iii) the form of Subordinated Indenture; (iv) the form of
Amended and Restated Trust Agreement; (v) the form of Guarantee Agreement; (vi)
the Certificate of Incorporation of the Company, as amended and currently in
effect (the "Certificate of Incorporation"); (vii) the By-laws of the Company as
currently in effect (the "By-laws"); and (viii) the resolutions adopted by the
Board of Directors of the Company (the "Board") relating to the Registration
Statement and the issuance of the Securities (the "Board Resolutions"). We also
have examined originals or copies, certified or otherwise identified to our
satisfaction, of such certificates of officers or other representatives of the
Company, and such other agreements, documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.

                  In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company and the
Subsidiary Guarantors organized under the laws of the State of Delaware, we have
assumed that such parties had the legal power to enter into and perform all
their obligations thereunder and also have assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and others.

                  In our capacity as your counsel in connection with the
Registration Statement, we are familiar with the proceedings taken and proposed
to be taken by the Company in connection with the Registration Statement and the
authorization and issuance of the Securities. For purposes of this opinion, we
have assumed that such proceedings will be timely and properly











Omnicare, Inc.
February 19, 2003
Page 3

completed, in accordance with all requirements of applicable Federal, New York
and Delaware laws, in the manner presently proposed.

                  Based upon the foregoing and in reliance thereon, and subject
to the qualifications and limitations set forth herein, we are of the opinion
that:

                  1. With respect to any offering of Common Stock (the "Offered
Common Stock"), the shares of the Offered Common Stock (including any Offered
Common Stock duly issued upon conversion, exchange or exercise of any other
Securities) will be duly authorized, validly issued, fully paid and
nonassessable, provided that the consideration therefor is not less than the par
value thereof.

                  2. With respect to any offering of any series of Preferred
Stock (the "Offered Preferred Stock"), when the Certificate of Designations (as
hereinafter defined) has been duly filed with the Secretary of State of the
State of Delaware, the shares of the Offered Preferred Stock (including any
Offered Preferred Stock duly issued upon conversion, exchange or exercise of any
other Securities), will be duly authorized, validly issued, fully paid and
nonassessable, provided that the consideration therefor is not less than the par
value thereof.

                  3. With respect to any offering of any series of Depositary
Shares (the "Offered Depositary Shares"), when (i) the deposit agreement
relating to the Offered Depositary Shares (the "Deposit Agreement") in the form
filed as an exhibit to the Registration Statement has been duly executed and
delivered as contemplated by the Board Resolutions or other action by the Board
or a duly appointed committee thereof; and (ii) the Preferred Stock which is
represented by the Offered Depositary Shares is duly authorized, validly issued
and delivered to the Depositary in accordance with the laws of the State of
Delaware, (a) the Offered Depositary Shares will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and (b) when the receipts evidencing the Offered Depositary Shares
("Receipts") are duly issued against the deposit of the Preferred Stock in
accordance with the Deposit Agreement, such Receipts will be validly issued and
will entitle the holders thereof to the rights specified therein and in the
Deposit Agreement.

                  4. With respect to any offering of any series of Debt
Securities offered under the Senior Indenture or the Subordinated Indenture (the
"Offered Debt Securities"), when (i) the applicable Indenture has been qualified
under the TIA and duly executed and delivered by the Company; and (ii) the
applicable trustee has been qualified under the TIA and a Form T-1 has been
properly filed as an exhibit to the Registration Statement, the Offered Debt
Securities (including any Offered Debt Securities duly issued upon conversion,
exchange or exercise of any other Securities) will be valid and binding
obligations of the Company, enforceable against the Company in accordance
with their terms.

                  5. With respect to any offering of any Guarantees of any
series of Debt Securities offered under the Senior Indenture or the Subordinated
Indenture (the "Offered Guarantees"), when (i) the applicable Indenture has been
qualified under the TIA and duly executed and delivered by the Company and the
Subsidiary Guarantors; and (ii) the applicable trustee has been qualified under
the TIA and a Form T-1 has been properly filed as an exhibit to the Registration
Statement, the Offered Guarantees will be valid and binding obligations of the
applicable Subsidiary Guarantors, enforceable against the applicable Subsidiary
Guarantors in accordance with their terms.








Omnicare, Inc.
February 19, 2003
Page 4

                  6. With respect to any offering of any series of Warrants (the
"Offered Warrants"), when the Warrant Agreement relating to the Offered
Warrants, in the form to be filed as an exhibit to a post-effective amendment to
the Registration Statement or incorporated by reference therein, has been duly
executed and delivered as contemplated by the Board Resolutions or other action
by the Board or a duly appointed committee thereof, the Offered Warrants will be
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms.

                  7. With respect to any offering of any Trust Preferred
Securities by a Trust (the "Offered Trust Preferred Securities") and any related
Trust Guarantee by the Company (the "Offered Trust Guarantee"), when (i) the
Offered Trust Preferred Securities have been executed, authenticated and
delivered in accordance with the terms of the applicable Trust Agreement; (ii)
the applicable trustees have been qualified under the TIA and a Form T-1 in
respect of each trustee has been properly filed as an exhibit to the
Registration Statement; (iii) the applicable Trust Agreement in the form filed
as an exhibit to the Registration Statement has been qualified under the TIA and
has been duly executed and delivered by the Company and the other parties
thereto; and (iv) the applicable Guarantee Agreement in the form filed as an
exhibit to the Registration Statement has been qualified under the TIA and the
Offered Trust Guarantee has been duly executed and authenticated in accordance
with the provisions of the applicable Guarantee Agreement, the Offered Trust
Guarantee will be a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.

                  8. With respect to any offering of Purchase Contracts (the
"Offered Purchase Contracts"), when the Purchase Contract Agreement, in the form
to be filed as an exhibit to a post-effective amendment to the Registration
Statement or incorporated by reference therein, has been duly executed and
delivered as contemplated by the Board Resolutions or other action by the Board
or a duly appointed committee thereof, the Offered Purchase Contracts will be
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms.

                  9. With respect to any offering of any series of Units (the
"Offered Units"), when the Unit Agreement or other applicable agreement relating
to the Offered Units, in the form to be filed as an exhibit to a post-effective
amendment to the Registration Statement or incorporated by reference therein,
has been duly executed and delivered as contemplated by the Board Resolutions or
other action by the Board or a duly appointed committee thereof, the Offered
Units will be valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms.

                  The opinions set forth herein are subject to the following
assumptions, qualifications, limitations and exceptions being true and correct
at or prior to the time of the delivery of any Securities offered pursuant to
the Registration Statement (collectively, the "Offered Securities"): (i) the
Board, including any appropriate committee appointed thereby, and appropriate
officers of the Company shall have duly established the terms of the Offered
Securities; (ii) the board of directors, including any appropriate committee
appointed thereby, and appropriate officers of the Company and, with respect to
any Guarantees or Trust Guarantees, the Subsidiary Guarantors or the Company, as
the case may be, shall have duly authorized and taken any other necessary
corporate action to approve the issuance and sale of the Offered Securities










Omnicare, Inc.
February 19, 2003
Page 5

and related matters (including without limitation with respect to Offered
Preferred Stock, the execution, acknowledgment and filing of a Certificate of
Designations (the "Certificate of Designations") in accordance with the
applicable provisions of the General Corporation Law of the State of Delaware)
and such authorizations and actions have not been rescinded; (iii) the terms of
the issuance and sale of the Offered Securities have been duly established in
conformity with the certificates of incorporation or organization, by-laws and
other similar formation documents of the Company and any applicable Subsidiary
Guarantors (collectively, the "Formation Documents"), any Deposit Agreement,
Indenture, Warrant Agreement, Trust Agreement, Guarantee Agreement, Purchase
Contract or Unit Agreement (collectively, the "Applicable Agreements"), and any
other relevant agreement so as not to violate any applicable law, the Formation
Documents (subject to the further assumption that such Formation Documents have
not been amended from the date hereof in a manner that would affect the validity
of any of the opinions rendered herein), or result in a default under or breach
of any agreement or instrument binding upon the Company or any applicable
Subsidiary Guarantor and so as to comply with any restriction imposed by any
court or governmental body having jurisdiction over the Company or any
applicable Subsidiary Guarantor; (iv) the Offered Securities (and, to the extent
necessary, any securities which are a component of the Offered Purchase
Contracts or Units), and any certificates or receipts representing the interests
in the relevant Offered Securities, have been duly authenticated, executed,
countersigned, registered and delivered upon payment of the agreed-upon
consideration therefor and have been duly issued and sold in accordance with any
relevant agreement (including any Applicable Agreements), any underwriting
agreement with respect to the Offered Securities or any other duly authorized,
executed and delivered, applicable, valid and binding purchase agreement, or as
otherwise contemplated by the Registration Statement or any post-effective
amendment thereto, and any Prospectus Supplement relating thereto; (v) the
Registration Statement, as finally amended (including all necessary
post-effective amendments) and any additional registration statement filed under
Rule 462 will have been declared effective under the Act and such effectiveness
shall not have been terminated or rescinded; (vi) an appropriate Prospectus
Supplement will have been prepared, delivered and filed in compliance with the
Securities Act and the applicable rules and regulations thereunder describing
the Offered Securities offered thereby; (vii) the Offered Securities will be
issued and sold in compliance with applicable Federal and state securities laws
and solely in the manner stated in the Registration Statement and the applicable
Prospectus Supplement and there will not have occurred any change in law
affecting the validity of the opinions rendered herein; (viii) if the Offered
Securities will be sold pursuant to a firm commitment underwritten offering, the
underwriting agreement with respect to the Offered Securities in the form filed
as an exhibit to the Registration Statement or any post-effective amendment
thereto, or incorporated by reference therein, has been duly authorized,
executed and delivered by the Company and the other parties thereto; and (ix) in
the case of an Applicable Agreement or other agreement or instrument pursuant to
which any Securities are to be issued, there shall be no terms or provisions
contained therein which would affect the validity of any of the opinions
rendered herein.

                  We also have assumed that (i) the Senior Indenture and the
Subordinated Indenture each will be duly authorized, executed and delivered by
the respective trustees, and that any Debt Securities that may be issued will be
authenticated by duly authorized officers of the applicable trustee; (ii) any
Trust Agreement and Guarantee Agreement, respectively, will be duly authorized,
executed and delivered by the applicable trustees; (iii) any Deposit Agreement
will be duly authorized, executed and delivered by the Depositary, and the
Depositary Receipts will be duly signed by the Depositary; and (iv) any Warrant
Agreements, any Purchase Contracts and any









Omnicare, Inc.
February 19, 2003
Page 6

Unit Agreements will be duly authorized, executed, delivered and duly signed by
the applicable parties thereto other than the Company.

                  With respect to opinion (7) above, we have relied on the
opinion of Richards, Layton & Finger, P.A., dated as of the date hereof, as to
the Trusts and the validity and legality of the Trust Preferred Securities and
related documents (other than the Trust Guarantees).

                  Members of our firm are admitted to the Bar in the State of
New York and we do not express any opinion as to the laws of any jurisdiction
other than the laws of the State of New York, the General Corporation Law of the
State of Delaware, the Delaware Limited Liability Act, the Delaware Revised
Uniform Limited Partnership Act and the laws of the United States of America to
the extent referred to specifically herein. We do not express any opinion with
respect to the application of the Commodity Exchange Act, as amended, or the
rules, regulations or interpretations of the Commodity Futures Trading
Commission to Securities, the payment of principal or interest on which will be
determined by reference to one or more currency exchange rates, commodity
prices, equity indices or other factors. The Securities may be issued from time
to time on a delayed or continuous basis, but this opinion is limited to the
laws, including the rules and regulations thereunder, as in effect on the date
hereof. We disclaim any obligation to advise you of any change in any of these
sources of law or subsequent legal or factual developments which might affect
any matters or opinions set forth herein.

                  Any opinion set forth herein as to enforceability of
obligations of the Company is subject to: (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law); (ii) provisions of law which may require that a judgment for money damages
rendered by a court in the United States be expressed only in United States
dollars; (iii) requirements that a claim with respect to any Debt Securities
denominated other than in U.S. dollars (or a judgment denominated other than in
U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate
of exchange prevailing on a date determined pursuant to applicable law; and (iv)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency. Rights
to indemnification and contribution may also be limited by Federal and state
securities laws.

                  We express no opinion as to the validity, legally binding
effect or enforceability of any provision in any agreement or instrument that
(i) requires or relates to payment of any interest at a rate or in an amount
which a court would determine in the circumstances under applicable law to be
commercially unreasonable or a penalty or a forfeiture or (ii) relates to
governing law and submission by the parties to the jurisdiction of one or more
particular courts.

                  We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement.
We also consent to the reference to our firm under the heading "Legal Matters"
in the Registration Statement. In giving this consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.

                                        Very truly yours,

                                        /s/ Dewey Ballantine LLP

EX-5

                                                                    Exhibit 5.2


                           Richards, Layton & Finger
                           a professional association
                                One Rodney Square
                                  P.O. BOX 551
                           Wilmington, Delaware 19899
                                 (302) 651-7700
                               Fax: (302) 651-7701
                                   WWW.RLF.COM

                                February 19, 2003

Omnicare Capital Trust I,
Omnicare Capital Trust II, and
Omnicare Capital Trust III,
c/o Omnicare, Inc.
100 East RiverCenter Boulevard
Covington, Kentucky 41011

          Re:  Omnicare Capital Trust I, Omnicare Capital Trust II and Omnicare
               ----------------------------------------------------------------
               Capital Trust III
               -----------------

Ladies and Gentlemen:

          We have acted as special Delaware counsel for Omnicare, Inc., a
Delaware corporation (the "Company"), Omnicare Capital Trust I, a Delaware
statutory trust ("Trust I"), Omnicare Capital Trust II, a Delaware statutory
trust ("Trust II"), and Omnicare Capital Trust III, a Delaware statutory trust
("Trust III")(Trust I, Trust II and Trust III are hereinafter collectively
referred to as the "Trusts" and sometimes hereinafter individually referred to
as a "Trust"), in connection with the matters set forth herein. At your request,
this opinion is being furnished to you.

          For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

          (a)  The Certificate of Trust of Trust I, as filed with the office of
               the Secretary of State of the State of Delaware (the "Secretary
               of State") on February 7, 2003;

          (b)  The Certificate of Trust of Trust II, as filed with the Secretary
               of State on February 7, 2003;







Omnicare Capital Trust I, et. al.
February 19, 2003
Page 2

          (c)  The Certificate of Trust of Trust III, as filed with the
               Secretary of State on February 7, 2003;

          (d)  The Trust Agreement of Trust I, dated as of February 7, 2003,
               between the Company and the trustee named therein;

          (e)  The Trust Agreement of Trust II, dated as of February 7, 2003,
               between the Company and the trustee named therein;

          (f)  The Trust Agreement of Trust III, dated as of February 7, 2003,
               between the Company and the trustee named therein;

          (g)  The Registration Statement (the "Registration Statement") on Form
               S-3, including a preliminary prospectus (the "Prospectus"),
               relating to, among other things, the Trust Preferred Securities
               of the Trusts representing preferred undivided beneficial
               interests in the assets of the Trusts (each, a "Preferred
               Security" and collectively, the "Preferred Securities"), filed by
               the Company and the Trusts with the Securities and Exchange
               Commission on or about February 19, 2003;

          (h)  A form of Amended and Restated Trust Agreement for each of the
               Trusts, to be entered into between the Company, the trustees of
               the Trust named therein, and the holders, from time to time, of
               the undivided beneficial interests in the assets of such Trust
               (collectively, the "Trust Agreements" and individually, a "Trust
               Agreement"), attached as an exhibit to the Registration
               Statement; and

          (i)  A Certificate of Good Standing for each of the Trusts, dated
               February 11, 2003, obtained from the Secretary of State.

          Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreements.

          For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (i) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (i) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

          With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the







Omnicare Capital Trust I, et. al.
February 19, 2003
Page 3

originals of all documents submitted to us as copies or forms, and (iii) the
genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that each of the
Trust Agreements will constitute the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the applicable Trust, and that the Trust
Agreements and the Certificates of Trust will be in full force and effect and
will not be amended, (ii) except to the extent provided in paragraph 1 below,
the due organization or due formation, as the case may be, and valid existence
in good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trusts (collectively, the
"Preferred Security Holders") of a Preferred Security Certificate for such
Preferred Security and the payment for such Preferred Security, in accordance
with the Trust Agreements and the Registration Statement, and (vii) that the
Preferred Securities are authenticated, issued and sold to the Preferred
Security Holders in accordance with the Trust Agreements and the Registration
Statement. We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their contents.

          This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

          Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

          1. Each of the Trusts has been duly created and is validly existing in
good standing as a statutory trust under the Delaware Statutory Trust Act.

          2. The Preferred Securities of each Trust will be validly issued and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the applicable
Trust.

          3. The Preferred Security Holders, as beneficial owners of the
applicable Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the Trust
Agreements.







Omnicare Capital Trust I, et. al.
February 19, 2003
Page 4

          We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                              Very truly yours,

                                              /s/ Richard, Layton & Finger, P.A.

                                              EAM

EX-23

                                                                    Exhibit 23.3
                       Consent of Independent Accountants


We hereby consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement on Form S-3 of our report dated February 1, 2002 relating
to the financial statements and financial statement schedule, which appears in
Omnicare Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.



/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 18, 2003