8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – March 8, 2005

OMNICARE, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	1-8269	31-1001351
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 East RiverCenter Boulevard Suite 1600 Covington, Kentucky	41011
(Address of Principal Executive Offices)	(Zip Code)

(859) 392-3300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On March 8, 2005, Omnicare, Inc., a Delaware corporation (the “Company”), completed its offer to exchange (the “exchange offer”) up to $345 million aggregate liquidation amount of the 4.00% Trust Preferred Income Equity Redeemable Securities (the “Old Trust PIERS”) of Omnicare’s subsidiary, Omnicare Capital Trust I, for an equal amount of the Series B 4.00% Trust Preferred Income Equity Redeemable Securities (the “New Trust PIERS”) of Omnicare’s subsidiary, Omnicare Capital Trust II, plus an exchange fee of $0.125 per $50 stated liquidation amount of Old Trust PIERS. After the expiration of the exchange offer, approximately $333,766,950 aggregate liquidation amount of Old Trust PIERS (representing approximately 96.7% of the total liquidation amount of the Old Trust PIERS outstanding) had been tendered in exchange for an equal liquidation amount of New Trust PIERS and the exchange fee. In connection with the exchange offer, the Company issued $344,089,650 principal amount of its Series B 4.00% junior subordinated convertible debentures due 2033 (the “New Debentures”) to Omnicare Capital Trust II, which debentures are the sole assets of Omnicare Capital Trust II.

In connection with the exchange offer, on March 8, 2005, the Company entered into (a) a Third Supplemental Indenture, dated as of March 8, 2005, between the Company and SunTrust Bank, as trustee, filed hereto as Exhibit 4.7, (b) an Amended and Restated Trust Agreement of Omnicare Capital Trust II, dated as of March 8, 2005, among the Company, JPMorgan Chase Bank, N.A., as property trustee, Chase Manhattan Bank USA, National Association, as Delaware trustee, and David W. Froesel, Jr. and Thomas Marsh, as administrative trustees, filed hereto as Exhibit 4.10 and (c) a Guarantee Agreement, dated as of March 8, 2005, between the Company and JPMorgan Chase Bank, N.A., as guarantee trustee, filed hereto as Exhibit 4.11, pursuant to which the Company guarantees (the “Guarantee”), on a junior subordinated basis, certain payments and distributions, including contingent distributions, if any, with respect to the New Trust PIERS to the extent not paid by or on behalf of Omnicare Capital Trust II.

A description of the material terms of the New Trust PIERS, the New Debentures and the Guarantee is incorporated herein by reference to the information under the headings “Summary - The New Trust PIERS,” “Description of the New Trust PIERS,” “Description of the New Convertible Debentures,” “Description of the New Guarantee” and “Relationship Among the New Trust PIERS, the New Convertible Debentures and the New Guarantee” contained in the Company’s Prospectus dated March 7, 2005, filed hereto as Exhibit 99.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The response to Item 1.01 above is incorporated herein.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

4.7 Third Supplemental Indenture, dated as of March 8, 2005, between Omnicare, Inc. and SunTrust Bank, as Trustee.

4.10	Amended and Restated Trust Agreement of Omnicare Capital Trust II, dated as of March 8, 2005.
4.11	Guarantee Agreement of Omnicare, Inc. relating to the Series B 4.00% Trust Preferred Income Equity Redeemable Securities, dated as of March 8, 2005.
99.1	Descriptions of the New Trust PIERS, the New Debentures and the Guarantee (incorporated by reference to the sections entitled “Summary - The New Trust PIERS,” “Description of the New Trust PIERS,” “Description of the New Convertible Debentures,” “Description of the New Guarantee” and “Relationship Among the New Trust PIERS, the New Convertible Debentures and the New Guarantee” contained in the Prospectus of Omnicare, Inc. dated March 7, 2005, filed with the Securities and Exchange Commission on March 8, 2005 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OMNICARE, INC.
By:	/s/ Cheryl D. Hodges
Name:	Cheryl D. Hodges
Title:	Senior Vice President and Secretary

Dated: March 9, 2005

EXHIBIT INDEX

Exhibit No.	Description
4.7	Third Supplemental Indenture, dated as of March 8, 2005, between Omnicare, Inc. and SunTrust Bank, as Trustee.
4.10	Amended and Restated Trust Agreement of Omnicare Capital Trust II, dated as of March 8, 2005.
4.11	Guarantee Agreement of Omnicare, Inc. relating to the Series B 4.00% Trust Preferred Income Equity Redeemable Securities, dated as of March 8, 2005.
99.1	Descriptions of the New Trust PIERS, the New Debentures and the Guarantee (incorporated by reference to the sections entitled “Summary - The New Trust PIERS,” “Description of the New Trust PIERS,” “Description of the New Convertible Debentures,” “Description of the New Guarantee” and “Relationship Among the New Trust PIERS, the New Convertible Debentures and the New Guarantee” contained in the Prospectus of Omnicare, Inc. dated March 7, 2005, filed with the Securities and Exchange Commission on March 8, 2005 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended).

EX-4.7

EXHIBIT 4.7

EXECUTION VERSION

OMNICARE, INC.,

Issuer

and

SUNTRUST BANK,

Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of March 8, 2005

to

INDENTURE

Dated as of June 13, 2003

Series B 4.00% Junior Subordinated Convertible Debentures Due June 15, 2033

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
SECTION 1.01	Definitions	1
ARTICLE II
TERMS OF DEBENTURES
SECTION 2.01	Designation of Debentures; Aggregate Principal Amount	9
SECTION 2.02	Form of Debentures	9
SECTION 2.03	Global Security	9
SECTION 2.04	Applicability of Certain Provisions	10
SECTION 2.05	Interest and Contingent Interest	10
SECTION 2.06	Tax Treatment of Debentures	12
SECTION 2.07	Payment of Interest or Contingent Interest	12
SECTION 2.08	Register of Securities; Paying Agent; Conversion Agent	13
SECTION 2.09	Calculations in Respect of the Debentures	13
SECTION 2.10	Form	13
ARTICLE III
ADDITIONAL COVENANTS APPLICABLE TO THE DEBENTURES
SECTION 3.01	Offer to Repurchase Upon Change of Control	13
SECTION 3.02	Restrictions on Certain Payments	14
SECTION 3.03	Covenants as to Omnicare Capital Trust II	15
SECTION 3.04	Payment of Expenses	16
ARTICLE IV
REDEMPTION OF DEBENTURES
SECTION 4.01	Special Event Redemption	17
SECTION 4.02	Optional Redemption by Company	17
SECTION 4.03	Notice of Redemption	17

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ARTICLE V
SUBORDINATION OF DEBENTURES
SECTION 5.01	Agreement to Subordinate	17
SECTION 5.02	Default on Senior Indebtedness	18
SECTION 5.03	Liquidation; Dissolution; Bankruptcy	18
SECTION 5.04	Subrogation	20
SECTION 5.05	Trustee to Effectuate Subordination	20
SECTION 5.06	Notice by the Company	21
SECTION 5.07	Rights of the Trustee; Holders of Senior Indebtedness	21
SECTION 5.08	Subordination May Not Be Impaired	22
ARTICLE VI
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 6.01	Extension of Interest Payment Period	22
SECTION 6.02	Notice of Extension	23
ARTICLE VII
CONVERSION OF DEBENTURES
SECTION 7.01	Conversion Rights	24
SECTION 7.02	Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends	26
SECTION 7.03	Cash Payments in Lieu of Fractional Shares	28
SECTION 7.04	[Intentionally Omitted.]	29
SECTION 7.05	Adjustment of Conversion Price	29
SECTION 7.06	Effect of Reclassification, Consolidation, Merger or Sale	37
SECTION 7.07	Taxes on Shares Issued	38
SECTION 7.08	Reservation of Shares; Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock	38
SECTION 7.09	Responsibility of Trustee.	39
SECTION 7.10	Notice to Holders Prior to Certain Actions	40

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ARTICLE VIII
DEFAULTS
SECTION 8.01	Events of Default	41
SECTION 8.02	Applicability of Certain Other Provisions	42
ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 9.01	Applicability of Certain Provisions	42
ARTICLE X
NO SINKING FUND; NO GUARANTEES
SECTION 10.01	Applicability of Certain Provisions	42
ARTICLE XI
LEGAL DEFEASANCE
SECTION 11.01	Applicability of Certain Provisions	42
ARTICLE XII
MISCELLANEOUS
SECTION 12.01	Scope of this Third Supplemental Indenture	43
SECTION 12.02	Ratification of Base Indenture	43
SECTION 12.03	Trustee Not Responsible for Recitals	43
SECTION 12.04	Separability	43
SECTION 12.05	Counterparts	43
SECTION 12.06	Governing Law	43
EXHIBIT A: Form of Initial Debentures

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THIRD SUPPLEMENTAL INDENTURE dated as of March 8, 2005 (the “Third Supplemental Indenture”) between Omnicare Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”) and SunTrust Bank, as trustee (the “Trustee”).

WHEREAS, the Company has executed and delivered to the Trustee a Base Indenture dated as of June 13, 2003 (the “Base Indenture”) providing for the issuance from time to time of one or more series of the Company’s subordinated debt securities;

WHEREAS, Sections 2.01 and 2.03 of the Base Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Indenture to establish the form or terms of securities of any series as permitted by Section 2.01 and Section 9.01 of the Base Indenture; and

WHEREAS, the Company is entering into this Third Supplemental Indenture to establish the form and terms of its Series B 4.00% Junior Subordinated Convertible Debentures Due June 15, 2033 (the “Debentures”).

NOW, THEREFORE, in consideration of the premises and the purchase of the Debentures by the Holders thereof, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of Debentures as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions. Unless otherwise specifically defined herein, each term used herein which is defined in the Base Indenture has the meaning assigned to such term in the Base Indenture. The following terms, as used herein, have the following meanings:

“Accepted Purchase Shares” has the meaning provided in Section 7.05(g) hereof.

“Applicable Stock Price” has the meaning provided in 7.01(a) hereof.

“Administrative Trustee” has the meaning set forth in the Trust Agreement.

“Base Indenture” has the meaning provided in the preamble hereof.

“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.

“Cash Settlement Averaging Period” has the meaning provided in Section 7.01(b) hereof.

“Change of Control” means when any of the following has occurred:

(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries taken as a whole to any person, other than any transaction:

(i) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s capital stock; and

(ii) pursuant to which holders of the Company’s capital stock entitled to vote generally in elections of directors of the Company immediately prior to such transaction are entitled to exercise, directly or indirectly, 50% or more of the total voting power of all shares of the Company’s capital stock entitled to vote generally in elections of directors of the continuing or surviving Person immediately after giving effect to such transaction;

(b) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person, other than one or more Principals and their Related Parties, becomes the beneficial owner, directly or indirectly, of more than 50% of the voting stock of the Company entitled at the time to vote in elections of directors of the Company, measured by voting power rather than number of shares; or

(c) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

However, a Change of Control will not be deemed to have occurred if:

(x) the Closing Sale Price per share of the Common Stock for any five full trading days within the period of ten consecutive Trading Days ending immediately after the later of the Change of Control or the public announcement of the Change of Control, in the case of a Change of Control under clause (a) of this definition above, or the period of ten consecutive full Trading Days ending immediately before the Change of Control, in the case of a Change of Control under clause (c) of this definition above, equals or exceeds 110% of the Conversion Price per share of common stock in effect on each of those Trading Days (as adjusted); or

(y) at least 90% of the consideration (excluding cash payments or fractional shares and dissenters’ appraisal rights) in the transaction or transactions constituting a Change of Control consists of shares of common stock traded or to be traded immediately following such Change of Control on a national securities exchange or the Nasdaq National Market and, as a result of such transaction or transactions, the Trust PIERS become convertible into such common stock (and any rights attached thereto).

“Change of Control Offer” has the meaning provided in Section 3.01 hereof.

“Change of Control Payment” has the meaning provided in Section 3.01 hereof.

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“Change of Control Payment Date” has the meaning provided in Section 3.01 hereof.

“Closing Price” has the meaning provided in Section 7.05(h) hereof.

“Closing Sale Price” means the closing sale price per share of Common Stock or per Trust PIERS, as the case may be, (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Common Stock or Trust PIERS, as applicable, is traded or, if the Common Stock or Trust PIERS, as applicable, is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market.

If the Common Stock or Trust PIERS, as applicable, is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the “closing sale price” will be the last quoted bid price for the Common Stock or Trust PIERS, as applicable, in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization.

If the Common Stock or Trust PIERS, as applicable, is not so quoted, the “closing sale price” will be the average of the mid-point of the last bid and ask prices for the Common Stock or Trust PIERS, as applicable, on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Common Stock” means common stock, par value $1 per share, of the Company.

“Company” has the meaning provided in the preamble hereof.

“Compounded Interest” has the meaning provided in Section 6.01 hereof.

“Contingent Interest Period” has the meaning provided in Section 2.05 thereof.

“Contingent Payment Regulations” has the meaning provided in Section 2.06 hereof.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Omnicare who:

(a) was a member of the Board of Directors on June 13, 2003; or

(b) was nominated for election or elected to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of a new director’s nomination or election.

“Conversion Agent” means the office or agency designated by the Company where Debentures may be presented for conversion.

“Conversion Price” shall mean (i) until any adjustment thereto in accordance with Section 7.05, the quotient obtained by dividing $50.00 by the initial Conversion Ratio and

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rounding the result to four decimal places, and (ii) thereafter shall mean such Conversion Price as adjusted pursuant to Section 7.05.

“Conversion Ratio” has the meaning provided in Section 7.01 hereof.

“Conversion Shares” has the meaning provided in Section 7.05 hereof.

“Conversion Value” as of any given date means the product of the Closing Sale Price for Omnicare Common Stock on such date multiplied by the then-current Conversion Ratio.

“Corporate Trust Office” has the meaning set forth in the Trust Agreement.

“Coupon Rate” has the meaning provided in Section 2.05 hereof.

“Current Market Price” has the meaning provided in Section 7.05(h) hereof.

“Debentures” means the $344,089,650 aggregate principal amount of Series B 4.00% Convertible Debentures due June 15, 2033 issued on the Issue Date.

“Deferred Interest” has the meaning provided in Section 6.01 hereof.

“Definitive Debentures” means those Debentures issued in fully registered certificated form not otherwise in global form.

“Definitive Securities” shall mean those Securities issued in fully registered certificated form not otherwise in global form.

“Delaware Trustee” has the meaning set forth in the Trust Agreement.

“Depositary” shall mean, with respect to the Debentures for which the Company shall determine that such Debentures will be issued as a Global Security, The Depository Trust Company, New York, New York, another clearing agency, or any successor registered as a clearing agency under the Exchange Act or other applicable statute or regulation, which, in each case, shall be designated by the Company.

“Dissolution Event” means the liquidation of the Trust pursuant to the Trust Agreement, and the distribution of the Debentures held by the Property Trustee to the holders of the Trust Securities issued by the Trust pro rata in accordance with the Trust Agreement.

“Event of Default” has the meaning provided in Section 8.01 hereof.

“Expiration Time” has the meaning provided in Section 7.05(f) hereof.

“Extension Period” has the meaning set forth in Section 6.01 hereof.

“Five Trading Day Period” has the meaning provided in Section 2.05 hereof.

“Fair Market Value” has the meaning provided in Section 7.05(h) hereof.

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“Global Security” means, with respect to the Debentures, a Debenture executed by the Company and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance herewith, which shall be registered in the name of the Depositary or its nominee.

“Guarantee Trustee” has the meaning set forth in the Guarantee Agreement with respect to the Trust PIERS Guarantee.

“Holder” means a person in whose name a Debenture is registered.

“Indenture” means the Base Indenture, as amended and supplemented hereby.

“Indenture Trustee” means the trustee under the Indenture.

“Interest Payment Date” has the meaning set forth in Section 2.05 hereof.

“Interest Payment Reimbursement” has the meaning set forth in Section 7.02 hereof.

“Investment Company Event” means Omnicare and the Trust shall have received an opinion of independent securities counsel experienced in such matters to the effect that, as a result of:

(a) any amendment to, or change (including any announced prospective change) in, any laws or regulations of the United States or any rules, guidelines or policies of any applicable regulatory agency or authority; or

(b) any official administrative written 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 date the Trust PIERS are first issued, the Trust is, or within 90 days of such opinion will be, considered an “investment company” that is required to be registered under the Investment Company Act of 1940.

“Issue Date” means March 8, 2005.

“Like Amount” means (i) with respect to a redemption of the Debentures, Trust Securities having a liquidation amount equal to the principal amount of Debentures to be redeemed in accordance with their terms and (ii) with respect to a distribution of Debentures upon the occurrence of a Dissolution Event, Debentures having a principal amount equal to the liquidation amount of the Trust Securities of the holder to whom Debentures are distributed.

“Non Book-Entry Trust PIERS” shall have the meaning set forth in Section 2.03(a)(ii).

“nonelecting share” has the meaning provided in Section 7.06.

“Offer Expiration Time” has the meaning provided in Section 7.05 hereof.

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“Paying Agent” means the office or agency where Debentures may be presented for payment that is appointed or maintained by the Company pursuant to Sections 2.02 and 2.08 hereof.

“Principal” means Joel Gemunder, an entity controlled by Joel Gemunder and/or a trust for his benefit or any employee benefit plan of the Company (including plans for the benefit of employees of its Subsidiaries).

“Property Trustee” has the meaning set forth in the Trust Agreement.

“Purchased Shares” has the meaning provided in Section 7.05 hereof.

“Record Date” has the meaning provided in Section 7.05(h) hereof.

“Redemption Date” means, with respect to any Debenture to be redeemed, the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price” has the meaning set forth in Section 4.01 hereof.

“Regular Record Date” means the day preceding an Interest Payment Date, unless the Debentures and the Trust PIERS are not issued in the form of a Global Security, in which case the Regular Record Date shall be the date selected by the Company pursuant to Section 2.05(a) hereof.

“Related Party” means:

(a) any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(b) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest in which consist of any one or more Principals and/or such other Persons referred to in clause (a) of this definition.

“Rights Distribution Date” has the meaning set forth in Section 7.05 hereof.

“Securities” has the meaning set forth in Section 7.05(d).

“Security Register” shall mean (i) prior to a Dissolution Event, the list of Holders provided to the Trustee pursuant to Section 2.07 of the Base Indenture, and (ii) following a Dissolution Event, any security register maintained by a security registrar for the Debentures appointed by the Company.

“Senior Indebtedness” means principal and premium, if any, of and interest on the following:

(a) all indebtedness of the Company, whether outstanding on the date of the issuance of the debentures or thereafter created, incurred or assumed, which is for money

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borrowed, or which is evidenced by a note, security, debenture, bond or similar instrument;

(b) all obligations of the Company under leases required or permitted to be capitalized under generally accepted accounting principles;

(c) any indebtedness of others of the kinds described in clause (a) of this definition for the payment of which the Company is responsible or liable as guarantor or otherwise;

(d) all of the Company’s obligations issued or assumed as the deferred purchase price of property, all of the Company’s conditional sale obligations and all of the Company’s obligations under any title retention agreement;

(e) all of the Company’s obligations for reimbursement on any letter of credit, banker’s acceptance, security purchase facility or similar credit transaction;

(f) any indebtedness of others described in clause (a) of this definition secured by a lien on any property or asset of the Company, whether or not such obligation is assumed by the Company; and

(g) any amendments, renewals, extensions and refundings of any of the above types of indebtedness.

Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness will not include (1) indebtedness incurred for the purchase of goods or materials or for services obtained in the ordinary course of business, (2) any indebtedness which by its terms is expressed to be pari passu or subordinated in rank and payment to the Debentures and (3) obligations by the Company owed to its Subsidiaries.

“Special Event” means the occurrence of an Investment Company Event or a Tax Event.

“Specified Trigger Percentage” has the meaning provided in Section 7.01(e) hereof.

“Tax Event” means the Company and the Trust shall have received an opinion of independent tax counsel experienced in such matters to the effect that, as a result of:

(a) any amendment to, change in or announced prospective change in, the laws (or regulations thereunder) of the United States or any political subdivision or taxing authority of or in the United States; or

(b) any official administrative written pronouncement or judicial decision interpreting or applying such laws or regulations,

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which amendment or change is effective or which pronouncement or decision is announced on or after June 13, 2003, there is more than an insubstantial risk that:

(a) the Trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to any interest received or accrued on the Debentures;

(b) interest payable by the Company on the Debentures is not, or within 90 days of the date of such opinion will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes; or

(c) 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.

“Trading Day” shall mean (x) if the applicable security is listed or admitted for trading on the New York Stock Exchange or another national security exchange, a day on which the New York Stock Exchange or another national security exchange is open for business or (y) if the applicable security is quoted on the Nasdaq National Market, a day on which trades may be made on thereon or (z) if the applicable security is not so listed, admitted for trading or quoted, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

“Trading Price” of any security on any date means (a) the Closing Sale Price per security (or if no Closing Sale Price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the securities are traded or, if the securities are not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market; (b) if the securities are not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the “Trading Price” shall mean the last quoted bid price for securities in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization; or (c) if the securities are not so quoted, the “Trading Price” shall mean the average of the mid-point of the last bid and ask prices for securities on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for such purpose.

“Trigger Event” has the meaning provided in Section 7.05 hereof.

“Trust” means Omnicare Capital Trust II, a Delaware statutory business trust.

“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of March 8, 2005, of the Trust, as amended, modified or supplemented in accordance with the applicable provisions thereof, among the trustees of the trust named therein, the Company, as depositor, and the holders from time to time of undivided beneficial ownership interests in the assets of the Trust, including all exhibits thereto, including, for all purposes of the Trust Agreement, and any such modification, amendment or supplement, the provisions of the TIA that are deemed to be part of and govern the Trust Agreement and any such modification, amendment or supplement, respectively.

“Trust Common Securities” means securities representing common undivided beneficial interests in the Trust.

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“Trust PIERS” means the Trust Preferred Income Equity Redeemable Securities issued by the Trust.

“Trust PIERS Guarantee” means that certain guarantee by the Company pursuant to the Guarantee Agreement dated of even date herewith between the Company and the Guarantee Trustee.

“Trust Securities” shall mean the Trust PIERS and the Trust Common Securities, collectively.

“Trustee” has the meaning provided in the preamble hereof.

ARTICLE II

TERMS OF DEBENTURES

SECTION 2.01 Designation of Debentures; Aggregate Principal Amount. Subject to and in accordance with Section 2.01 of the Base Indenture, the Company hereby establishes a series of securities to be issued under the Base Indenture with the title “Series B 4.00% Junior Subordinated Convertible Debentures Due June 15, 2033.” The aggregate principal amount of the Debentures that may be authenticated and delivered under the Base Indenture shall be up to $355,670,100.

SECTION 2.02 Form of Debentures. Except as provided in Section 2.03, the Debentures issued shall be Definitive Debentures without interest coupons. Principal of and interest on the Debentures will be payable, the transfer of such Debentures will be registrable and such Debentures will be exchangeable for other Debentures bearing identical terms and provisions at the office or agency of the Company maintained for such purpose; provided, however, that payment of interest with respect to Definitive Debentures (other than a Global Security) may be made at the option of the Company (i) by check mailed to the Holder at such address as shall appear in the Security Register or (ii) by transfer to an account maintained by the Person entitled thereto, provided that proper transfer instructions have been received in writing by the relevant record date. Notwithstanding the foregoing, so long as the Holder of some or all Debentures is the Property Trustee, the payment of the principal of and interest (including contingent interest, if any) on such Debentures held by the Property Trustee will be made through the Debenture paying agent to the Depositary to such account as may be designated by the Property Trustee.

SECTION 2.03 Global Security. (a) In connection with a Dissolution Event,

(i) if any Trust PIERS are held in book-entry form, a Like Amount of Definitive Debentures shall be presented to the Trustee (if an arrangement with the Depositary has been maintained) by the Property Trustee in exchange for one or more Global Securities (as may be required pursuant to Section 2.08 of the Base Indenture), to be registered in the name of the Depositary, or its nominee, and delivered by the Trustee to the Depositary for crediting to the accounts of its participants pursuant to the instructions of the Administrative Trustees; the Company upon any such presentation shall execute one or more Global Securities in such aggregate principal amount and

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deliver the same to the Trustee for authentication and delivery in accordance herewith; and payments on the Debentures issued as a Global Security will henceforth be made through the Debenture paying agent to the Depositary; and

(ii) if any Trust PIERS are held in certificated form, a Like Amount of Definitive Debentures may be presented to the Trustee by the Property Trustee, and any Trust PIERS certificate which represents Trust PIERS other than Trust PIERS in book-entry form (“Non Book-Entry Trust PIERS”) will be deemed to represent beneficial interests in Debentures presented to the Trustee by the Property Trustee having an aggregate principal amount equal to the aggregate liquidation amount of the Non Book-Entry Trust PIERS until such Trust PIERS certificates are presented to the security registrar for the Debentures for transfer or reissuance, at which time such Trust PIERS certificates will be cancelled and a Debenture, registered in the name of the holder of the Trust PIERS certificate or the transferee of the holder of such Trust PIERS certificate, as the case may be, with an aggregate principal amount equal to the aggregate liquidation amount of the Trust PIERS certificate cancelled, will be executed by the Company and delivered to the Trustee for authentication and delivery in accordance herewith. Upon the issuance of any such Definitive Debentures, Debentures with an equivalent aggregate principal amount that were presented by the Property Trustee to the Trustee will be cancelled.

(b) The Global Securities shall represent the aggregate amount of outstanding Debentures from time to time endorsed thereon; provided that the aggregate amount of outstanding Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, conversions and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Debentures represented thereby shall be made by the Trustee, in accordance with instructions given by the Company as required by this Section 2.03.

(c) The Global Securities may be transferred, in whole but not in part, only to the Depositary, another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.

SECTION 2.04 Applicability of Certain Provisions. The provisions of Section 2.08 of the Base Indenture shall apply to the Debentures except to the extent such provisions are inconsistent with this Article II, in which case this Article II shall govern.

SECTION 2.05 Interest and Contingent Interest. (a) The Debentures shall bear interest at a rate of 4.00% per annum (the “Coupon Rate”) on the principal amount thereof, from and including December 15, 2004, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year (each an “Interest Payment Date”), beginning March 15, 2005 to the persons in whose names the Debentures are registered at the close of business on the day next preceding the Interest Payment Date. If the Trust PIERS do not remain in book-entry only form and the Debentures are not in the form of a Global Security, the Company will have the right to select record dates, which must be at least one Business Day before an Interest Payment Date (whether or not a Business Day), immediately preceding such Interest Payment Date. The amount of interest payable for any full quarterly interest period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of interest payable for any period shorter than a full 90-day quarterly interest period for which interest is computed, will be computed on

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the basis of 30-day months and, for periods of less than a full calendar month, the actual number of days elapsed per 30-day month. In the event that any Interest Payment Date on the Debentures is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that 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, then such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Any such interest installment, including contingent interest, not punctually paid or duly provided for (excluding installments of interest (other than contingent interest) that are subject to an Extension Period) shall forthwith cease to be payable to the Holders on such Regular Record Date and shall be paid to the Person in whose name the Debenture is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, provided that no special record date shall be less than 10 days prior to the related payment date for such defaulted interest or may be paid at any time in any other lawful manner deemed practicable by the Trustee after notice thereof by the Company to the Trustee.

(b) Subject to the accrual and record date provisions specified herein and in the Debenture, the Company shall pay contingent interest to the Holders during any quarterly period (a “Contingent Interest Period”) from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the Contingent Interest Period beginning June 15, 2009, if the average of the Trading Prices of the Trust PIERS or, following any Dissolution Event, the Debentures for the five consecutive Trading Days ending on the second Trading Day preceding such Contingent Interest Period (the “Five Trading Day Period”) equals 115% or more of the stated liquidation amount of the Trust PIERS or principal amount of the Debentures, as the case may be.

(c) The amount of contingent interest payable in respect of any Contingent Interest Period will equal 0.125% of the average Trading Price of the Trust PIERS (or of the Debentures following any distribution of the Debentures to the holders of the Trust PIERS following a Dissolution Event) over the Five Trading Day Period preceding such Contingent Interest Period. Contingent interest shall only be paid in cash. Contingent interest, if any, will accrue and be payable to Holders in the same manner as regular cash interest as provided above. Regular cash interest will continue to accrue at the rate of 4.00% per year on the principal amount of the Debentures whether or not contingent interest is paid.

(d) Upon a determination by the Company that Holders will be entitled to receive contingent interest which will become payable during a Contingent Interest Period, on or prior to the first day of such Contingent Interest Period, the Company shall deliver an Officer’s Certificate to the Trustee setting forth in a schedule the amount of such contingent interest per $50 principal amount of Debentures and shall issue a press release with respect to the amount of such contingent interest. For purposes of determining the amount of an interest payment on a Debenture on any given Interest Payment Date, the Trustee may assume that Holders are not entitled to receive contingent interest unless the Trustee has received an Officer’s Certificate stating that the condition for a Contingent Interest Period has been satisfied and specifying the amount of contingent interest payable per $50 principal amount of Debentures.

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(e) Interest on Debentures converted after the close of business on a Regular Record Date, but prior to the opening of business on the corresponding Interest Payment Date, will be paid to the Holder of such Debentures on the Regular Record Date but, upon conversion, the Holder must pay the Company the interest, including contingent interest, which has accrued and will be paid to the Holder on such Interest Payment Date in accordance with and subject to the penultimate paragraph of Section 7.02. No such payment by the Holder need be made with respect to Debentures in respect of which a Redemption Date has been declared that falls prior to or on such Interest Payment Date or in the case of Debentures surrendered for conversion after such Debentures have been called for redemption during an Extension Period.

SECTION 2.06 Tax Treatment. The Company agrees, and by receiving a beneficial ownership interest in the Debentures each Holder, and any Person (including an entity) that acquires a direct or indirect beneficial interest in the Debentures (including holders of Trust PIERS), will be deemed to have agreed (i) for United States federal income tax purposes, (A) to treat the Debentures as indebtedness of the Company and (B) to treat the Debentures as indebtedness of the Company that is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”), (ii) for United States federal income tax purposes, to treat the Trust PIERS as evidence of ownership of an undivided interest in the Debentures, (iii) for United States federal income tax purposes, to treat the exchange for the Trust PIERS of the Trust Preferred Income Equity Redeemable Securities of Omnicare Capital Trust I due 2033 that were issued on June 13, 2003 as not constituting an exchange under section 1001 of the Internal Revenue Code of 1986, as amended, (iv) for purposes of the Contingent Payment Regulations, to treat the fair market value of any stock beneficially received by a beneficial holder upon any conversion of the Debentures as a contingent payment, (v) to be bound by the Company’s determination that the Debentures are contingent payment debt instruments subject to the “noncontingent bond method” of accruing original issue discount within the meaning of the Contingent Payment Regulations with respect to the Debentures, (vi) to accrue original issue discount at the comparable yield as determined by the Company and (vii) to be bound by the Company’s projected payment schedule with respect to the Debentures. The parties hereto acknowledge that, the comparable yield and the schedule of projected payments are not determined for any purpose other than for the determination of interest accruals and adjustment thereof in respect of the Debentures for United States federal income tax purposes; and that the comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the future stock price or the amounts payable on the Debentures. For purposes of the foregoing, the Company’s determination of the “comparable yield” is 8.01% per annum, compounded quarterly. A Holder of Debentures may obtain the amount of original issue discount, issue date, comparable yield and projected payment schedule by submitting a written request to: Omnicare, Inc., 100 East RiverCenter Boulevard, Covington, Kentucky 41011, Attention: Chief Financial Officer.

SECTION 2.07 Payment of Interest or Contingent Interest. Interest on any Debentures that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Debentures are registered at the close of business on the Regular Record Date, as the case may be, for such interest at the office or agency of the Company maintained for such purpose.

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SECTION 2.08 Register of Securities; Paying Agent; Conversion Agent. Initially, the Trustee shall act as Paying Agent, Conversion Agent and Security Registrar for the Debentures. The Company may appoint and change any Paying Agent, Conversion Agent, Security Registrar or co-registrar or approve a change in the office through which any Paying Agent acts without notice, other than notice to the Trustee. The Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent, Security Registrar or co-registrar.

SECTION 2.09 Calculations in Respect of the Debentures. The Company will be responsible for making all calculations called for under the Debentures. These calculations include, but are not limited to, determination of the Closing Price and the Current Market Price (as defined in Section 7.05(h) hereof), accrued interest and contingent interest payable on the Debentures and the Conversion Price of the Debentures. The Company will make these calculations in good faith and, absent manifest error, these calculations will be final and binding on the Holders. The Company will provide to each of the Trustee and the Conversion Agent a schedule of its calculations and each of the Trustee and the Conversion Agent is entitled to rely conclusively upon the accuracy of such calculations without independent verification. The Trustee will forward the Company’s calculations to any Holder upon the request of such Holder.

SECTION 2.10 Form. The Debentures will be in substantially the form set forth in Exhibit A hereto, and may have such other terms as are provided therein.

ARTICLE III

ADDITIONAL COVENANTS APPLICABLE TO THE DEBENTURES

In addition to the covenants set forth in Article 4 of the Base Indenture, the Debentures shall be subject to the additional covenants set forth in this Article III:

SECTION 3.01 Offer to Repurchase Upon Change of Control. (a) If a Change of Control shall occur, each Holder of Debentures will have the right to require the Company to repurchase all or any part (equal to $50 or an integral multiple of $50) of that Holder’s Debentures pursuant to a Change of Control offer (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Company will offer a Change of Control payment (the “Change of Control Payment”) in cash equal to 100% of the aggregate principal amount of Debentures repurchased plus accrued and unpaid interest (including contingent interest, if any) on the Debentures repurchased, to the Change of Control Payment Date (as defined below). Within 30 days following any Change of Control, the Company will mail a notice to the Trustee, the Paying Agent for the Debentures, if other than the Trustee, and each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Debentures on the payment date (the “Change of Control Payment Date”) specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required hereby and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Debentures as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereof, the Company will comply

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with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.01 by virtue of such conflict.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(i) accept for payment all Debentures or portions of Debentures properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Debentures or portions of Debentures properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Debentures properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Debentures or portions of Debentures being purchased by the Company.

The paying agent will promptly mail to each Holder of Debentures properly tendered the Change of Control Payment for such Debentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Debenture equal in principal amount to any unpurchased portion of the Debentures surrendered, if any; provided that each new Debenture will be in a principal amount of $50 or an integral multiple of $50.

(b) The Company and the Trustee acknowledge that, upon the occurrence of a Change of Control, each holder of Trust PIERS shall have the right to exchange all or any portion of such holder’s Trust PIERS for Debentures having a principal amount equal to the liquidation amount of such Trust PIERS and to simultaneously require the Company to repurchase such Debentures at the price and on the terms specified in Section 3.01(a) hereto. Any Trust PIERS as to which such right is exercised will be exchanged by the Company not less than three Business Days prior to the Change of Control Payment Date.

SECTION 3.02 Restrictions on Certain Payments. The Company will not and will not permit any of its Subsidiaries to,

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

(i) purchases of the capital stock of the Company in connection with employee, director or agent benefit plans or under any dividend reinvestment or stock purchase plan;

(ii) in connection with the reclassifications of any class or series of the Company’s capital stock, or the exchange or conversion of one class or series of the Company’s capital stock for or into another class or series of its capital stock;

(iii) the payment of any dividend within 60 days after the date of declaration of such dividend if, at the date of declaration, (a) if paid on such declaration date the payment of such dividend would not have been prohibited by an election to defer interest payments under Section 6.01 hereof and (b) the declaration was in accordance with the

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Company’s dividend policy in effect immediately prior to its declaration of such dividend;

(iv) the purchase of fractional interests in shares of the Company’s capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged;

(v) dividends or distributions payable in the Company’s capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock;

(vi) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant to any such shareholders’ rights plan;

(vii) the purchase of the Company’s Common Stock, or securities convertible or exercisable for the Company’s Common Stock, in satisfaction of the Company’s obligations under an acquisition transaction that the Company has entered into prior to the beginning of an Extension Period, in an amount not greater than $10 million in the aggregate in any given Extension Period; or

(viii) repurchases of the Company’s Common Stock in connection with acquisitions of businesses made by the Company or any of its Subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses);

(b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including other junior subordinated debentures) issued by the Company that expressly rank pari passu with or junior or subordinated to the Debentures, in each case other than through the issuance or exchange of debt securities is expressed to rank pari passu with or junior or subordinated to the Debentures; or

(c) make any guarantee payments with respect to any guarantee by the Company of the debt securities (including other guarantees) of any of its Subsidiaries, if such guarantee is expressed to rank pari passu with or junior or subordinated in interest to the Debentures, other than payments under the Trust PIERS Guarantee or any other similar guarantee in respect of future issuances of Trust PIERS or any other trust preferred securities;

if at such time (1) an event has occurred that with the giving of notice or the lapse of time, or both, would constitute an Event of Default and the Company has not taken reasonable steps to cure such event, (2) the Company shall be in default with respect to its payment obligations under the Trust PIERS Guarantee or (3) the Company shall have given notice of its intention to begin an Extension Period pursuant to Section 6.01 of this Third Supplemental Indenture and has not rescinded the notice, or any such Extension Period shall have commenced and be continuing.

SECTION 3.03 Covenants as to the Trust. In the event Debentures are issued to the Trust or a trustee of such trust in connection with the issuance of Trust PIERS by the Trust, for

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so long as such Trust Securities remain outstanding, the Company: (a) will maintain 100% direct or indirect ownership of the Trust Common Securities; provided, however, that any successor of the Company permitted pursuant to Article 5 of the Base Indenture may succeed to the Company’s ownership of such Trust Common Securities, (b) will use commercially reasonable efforts to cause the Trust to remain a statutory trust, except in connection with a distribution of Debentures to the holders of Trust Securities in connection with a Dissolution Event; (c) will not voluntarily terminate, wind-up or liquidate the Trust, except in connection with (i) a distribution of the Debentures to the holders of the Trust Securities in connection with a Dissolution Event, (ii) the redemption of all of the Trust PIERS and Trust Common Securities issued by the Trust, (iii) in connection with mergers, consolidations or amalgamations, in each case as permitted by the Trust Agreement; (d) will use its commercially reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Trust to remain classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes; and (e) will use its commercially reasonable efforts to ensure that the Trust will not be an “investment company” within the meaning of the Investment Company Act of 1940 or the rules and regulations of the SEC thereunder.

SECTION 3.04 Payment of Expenses. The Company, in its capacity as borrower with respect to the Debentures, shall:

(a) pay all fees and expenses relating to the offer, exchange and issuance of the Debentures and the Trust Securities, including compensation of the Trustee in accordance with the provisions of Section 7.07 of the Base Indenture;

(b) pay all fees and expenses of the Trust, including, but not limited to, fees and expenses relating to the organization, maintenance and operations, and any dissolution of the Trust; the fees and expenses of the Property Trustee, the Delaware Trustee, the Guarantee Trustee and the Administrative Trustees; the costs and expenses relating to the operation of the Trust, including, without limitation, fees and expenses of accountants, attorneys, statistical or bookkeeping services; expenses for printing and engraving and computing or accounting equipment; paying agent(s); registrar(s); transfer agent(s); duplicating, travel and telephone and other telecommunications expenses and costs and expenses incurred in connection with the acquisition, financing, and disposition of assets of the Trust;

(c) be primarily liable for any indemnification obligations arising with respect to the Trust Agreement;

(d) pay any and all taxes (other than U.S. withholding taxes), duties assessments and other governmental charges of whatever nature imposed on the Trust by the United States or any other taxing authority and all liabilities, costs and expenses with respect to such taxes of the Trust; and

(e) pay all other fees, expenses, debts and obligations (other than U.S. withholding taxes with respect to the Trust PIERS and the Trust Common Securities) related to the Trust.

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ARTICLE IV

REDEMPTION OF DEBENTURES

Other than as specifically provided in this Article IV, any purchase pursuant to the provisions of this Article IV shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Base Indenture.

SECTION 4.01 Special Event Redemption. If, a Special Event has occurred and is continuing, the Company shall have the right, at any time following the occurrence of such Special Event, upon (i) not less than 35 days (or such shorter period as may be acceptable to the Trustee) nor more than 75 days before a Redemption Date, written notice to the Trustee and (ii) not less than 30 days nor more than 60 days written notice to the Holders, to redeem the Debentures, in whole (but not in part), at a purchase price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest, including contingent interest, if any, to the Redemption Date (the “Redemption Price”). The Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 12:00 noon, New York time, on the date such Redemption Price is to be paid. Notwithstanding the foregoing, the Holders of at least a majority in aggregate principal amount of the Debentures may agree to reduce the notice period to not less than five days.

SECTION 4.02 Optional Redemption by Company. The Company shall have the right to redeem the Debentures, in whole or in part, on one or more occasions at any time on or after June 15, 2009 at the Redemption Price, upon not less than 30 days and not more than 60 days notice before the Redemption Date to each Holder of the Debenture to be redeemed at its registered address.

SECTION 4.03 Notice of Redemption. In addition to the items specified in Section 3.03 of the Base Indenture, the notice of redemption shall specify:

(a) the then-current Conversion Price;

(b) the name and address of the paying agent and Conversion Agent; and

(c) that the Debentures called for redemption may be converted at any time before 5:00 p.m. New York time on the Business Day immediately preceding the Redemption Date and that holders who wish to convert Debentures must satisfy the requirements of the Indenture and the Debentures.

ARTICLE V

SUBORDINATION OF DEBENTURES

The Debentures shall not be subject to Article 11 of the Base Indenture. In lieu thereof, the Debentures shall be subject to the following provisions of this Article V:

SECTION 5.01 Agreement to Subordinate. The Company covenants and agrees, and each Holder of Debentures issued hereunder likewise covenants and agrees, that the Debentures shall be issued subject to the provisions of this Article V; and each Holder of a Debenture,

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whether upon original issue or upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.

The payment by the Company of the principal of and interest, including contingent interest, on all Debentures issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and junior in right of payment to all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred.

No provision of this Article V shall prevent the occurrence of any Default or Event of Default hereunder.

SECTION 5.02 Default on Senior Indebtedness. In the event and during the continuation of any Default by the Company in the payment of principal, interest or any other payment due on any Senior Indebtedness, or in the event that the maturity of any Senior Indebtedness has been accelerated because of an Event of Default, or if any judicial proceeding shall be pending with respect to any such Default, then, in any such case, no payment shall be made by the Company with respect to the principal (including redemption payments) of or interest (including contingent interest) on the Debentures or any other amounts which may be due on the Debentures pursuant to the terms hereof or otherwise.

In the event of the acceleration of the maturity of the Debentures, then no payment shall be made by the Company with respect to the principal (including redemption payments) or interest (including contingent interest) on the Debentures or any other amounts which may be due on the Debentures pursuant to the terms hereof or otherwise until the holders of all Senior Indebtedness outstanding at the time of such acceleration shall receive payment in full of such Senior Indebtedness (including any amounts due upon acceleration).

In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or Holders of Debentures when such payment is prohibited by the preceding paragraphs of this Section 5.02 and at a time when a Responsible Officer of the Trustee or such Holder has actual knowledge that such payment should not have been made to it, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in writing within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness, and only the amounts specified in such notice to the Trustee shall be paid to the holders of such Senior Indebtedness.

SECTION 5.03 Liquidation; Dissolution; Bankruptcy. Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon the Company’s liquidation, dissolution, winding up, reorganization, assignment for the benefit of its creditors, marshaling of its assets or any bankruptcy, insolvency, debt restructuring or similar proceedings in connection with any insolvency or bankruptcy proceeding involving the Company, all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal of or interest

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(including contingent interest) on the Debentures or any other amounts which may be due on the Debentures pursuant to the terms hereof or otherwise; and upon any such event, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, which the Holders or the Trustee would be entitled to receive from the Company, except for the provisions of this Article V, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the Holders or to the Trustee.

In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character prohibited by the foregoing and at a time when a Responsible Officer of the Trustee or such Holder has actual knowledge that such payment should not have been made to it, whether in cash, property or securities, shall be received by the Trustee before all Senior Indebtedness is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness.

For purposes of this Article V, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other company provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article V with respect to the Debentures to the payment of Senior Indebtedness that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new company, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, transfer or lease of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided for in Article 5 of the Base Indenture shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 5.03 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, transfer or lease, comply with the conditions stated in Article 5 of the Base Indenture. Nothing in Section 5.02 or in this Section 5.03 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 of the Base Indenture.

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SECTION 5.04 Subrogation. Senior Indebtedness shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other property equal to the amount of such Senior Indebtedness then outstanding. After all Senior Indebtedness is paid in full and until the Debentures are paid in full, the Holders shall be subrogated (equally and ratably with all other indebtedness as to which the right to receive payment is pari passu with the Debentures) to the rights of holders of Senior Indebtedness to receive payments applicable to Senior Indebtedness to the extent that payments otherwise payable to the Holders have been applied to the payment of Senior Indebtedness, and such payments received by any Holder of Debentures, by reason of such subrogation, of cash, securities or other property which otherwise would be paid to the holders of Senior Indebtedness, shall, as between the Company and its creditors other than the holders of Senior Indebtedness, on the one hand, the Holders of Debentures, on the other, be deemed to be a payment by the Company on account of Senior Indebtedness, and not on account of Debentures. It is understood that the provisions of this Article V are and are intended solely for the purposes of defining the relative rights of the holders of the Debentures, on the one hand, and the holders of such Senior Indebtedness on the other hand.

Nothing contained in this Article V or elsewhere in this Third Supplemental Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the holders of the Debentures, the obligation of the Company, which is absolute and unconditional, to pay to the Holders the principal of and interest (including contingent interest) on the Debentures as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the holders of the Debentures and creditors of the Company, as the case may be, other than the holders of Senior Indebtedness of the Company, as the case may be, nor shall anything herein or therein prevent the Trustee or the Holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon Default under this Third Supplemental Indenture, subject to the rights, if any, under this Article V of the holders of such Senior Indebtedness in respect of cash, property or securities of the Company, as the case may be, received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company referred to in this Article V, the Trustee, subject to the provisions of Article 7 of the Base Indenture, and the holders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the holders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article V.

SECTION 5.05 Trustee to Effectuate Subordination. Each Holder by such 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 provided in this Article V and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

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SECTION 5.06 Notice by the Company. The Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article V. Notwithstanding the provisions of this Article V or any other provision of this Third Supplemental Indenture, neither the Trustee nor any Responsible Officer shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article V, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article 7 of the Base Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section 5.06 at least three Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within three Business Days prior to such date.

The Trustee, subject to the provisions of Article 7 of the Base Indenture, shall be entitled to conclusively rely on a written notice delivered to it by a Person representing himself to be a holder of Senior Indebtedness of the Company (or a trustee on behalf of such holder), as the case may be, to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article V, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article V, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Upon any payment or distribution of assets of the Company referred to in this Article V, the Trustee and the Holders shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding-up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness 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 V.

SECTION 5.07 Rights of the Trustee; Holders of Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article V in respect of any

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Senior Indebtedness at any time held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Third Supplemental Indenture shall deprive the Trustee of any of its rights as such holder.

With respect to the holders of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article V, and no implied covenants or obligations with respect to the holders of such Senior Indebtedness shall be read into this Third Supplemental Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and, subject to the provisions of Article 7 of the Base Indenture, the Trustee shall not be liable to any holder of such Senior Indebtedness if it shall pay over or deliver to holders, the Company or any other Person money or assets to which any holder of such Senior Indebtedness shall be entitled by virtue of this Article V or otherwise.

Nothing in this Article V shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 of the Base Indenture.

SECTION 5.08 Subordination May Not Be Impaired. No right of any present or future holder of any Senior Indebtedness of the Company to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company, as the case may be, with the terms, provisions and covenants of this Third Supplemental Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Company may, at any time and from time to time, without the consent of or notice to the Trustee or the holders, without incurring responsibility to the holders and without impairing or releasing the subordination provided in this Article V or the obligations hereunder of the holders of the Debentures to the holders of such Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company, as the case may be, and any other Person.

ARTICLE VI

EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 6.01 Extension of Interest Payment Period. So long as the Company is not in Default in the payment of interest, including contingent interest, if any, on the Debentures, the Company shall have the right, at any time and from time to time during the term of the Debentures, to defer payments of interest, other than contingent interest, by extending the interest payment period of such Debentures for a period not exceeding 20 consecutive quarterly

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periods, including the first such quarterly period during such extension period (an “Extension Period”), during which Extension Period no interest (other than contingent interest) shall be due and payable; provided that no Extension Period shall extend beyond the Stated Maturity or, with respect to any Debentures called for redemption, the Redemption Date with respect to such Debentures. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to this Section 6.01, will bear interest thereon at the Coupon Rate compounded quarterly for each quarterly period of the Extension Period (“Compounded Interest”). At the end of the Extension Period, which is an Interest Payment Date, the Company shall pay all interest accrued and unpaid on the Debentures (together, “Deferred Interest”) that shall be payable to Holders on the Regular Record Date immediately preceding the end of the Extension Period. Before the termination of any Extension Period, the Company may further defer payments of interest (other than contingent interest) by further extending such period, provided that such period, together with all such previous and further extensions within such Extension Period, shall not exceed 20 consecutive quarterly periods, including the first such quarterly period during such Extension Period, or extend beyond the Stated Maturity of the Debentures or, with respect to any Debentures called for redemption, the Redemption Date with respect to such Debentures. If any Extension Period ends on a day that is not an Interest Payment Date, then on or prior to the last day of such Extension Period, the Company shall deposit with the Trustee the full amount of unpaid interest (other than contingent interest) that has accrued on the Debentures through the last Interest Payment Date that falls prior to the last day of the Extension Period, and on the Interest Payment Date following the last day of the Extension Period, all unpaid interest accrued on the Debentures through that following Interest Payment Date will be due and payable unless the Company further extends the Extension Period to a later date, in which case the amounts deposited with the Trustee shall be returned to the Company. Upon the termination of any Extension Period and the payment of all Deferred Interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest (other than contingent interest) shall be due and payable during an Extension Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during an Extension Period. The payment of contingent interest may not, under any circumstances, be subject to an Extension Period.

SECTION 6.02 Notice of Extension. (a) If the Property Trustee is the only registered Holder of the Debentures at the time the Company selects an Extension Period or extends an Extension Period, the Company shall give written notice to the Administrative Trustees, the Property Trustee and the Trustee of its selection of such Extension Period or its extension of an Extension Period at least one Business Day before the earlier of (i) the next date on which distributions on the Trust PIERS are payable, or (ii) the date the Administrative Trustee is required to give notice of the record date or the payment date of such related distributions for the first quarter of such Extension Period to any national stock exchange or other organization on which the Trust PIERS are listed or quoted, if any, or to holders of the Trust PIERS as of the record date or the payment date. The Administrative Trustee will give notice of the Company’s election of the extension period to the holders of the Trust PIERS.

(b) If the Property Trustee is not the only Holder of the Debentures at the time the Company selects an Extension Period or extends an Extension Period, the Company shall give the holders of the Debentures and the Trustee written notice of its selection of such

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Extension Period or its extension of an Extension Period at least 10 Business Days before the earlier of (i) the Interest Payment Date for the first quarter of such Extension Period, or (ii) the date the Company is required to give notice of the record date or payment date of such related interest payment for the first quarter of such Extension Period to any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or to holders of the Debentures as of the record date or the payment date.

(c) The quarterly period in which any notice is given pursuant to paragraphs (a) or (b) of this Section 6.02 shall be counted as one of the 20 quarterly periods permitted in the maximum Extension Period permitted under Section 6.01.

ARTICLE VII

CONVERSION OF DEBENTURES

SECTION 7.01 Conversion Rights. (a) Subject to and upon compliance with the provisions of this Article VII, the Debentures are convertible, at the option of the Holder, at any time on and after the occurrence of any of the events described in paragraph (b) below, and before 5:00 pm, New York time, on the Business Day immediately preceding the date of repayment of such Debentures, whether at Stated Maturity or upon redemption, into a cash amount and, if applicable, fully paid and nonassessable shares of Common Stock. Debentures will be converted at an initial conversion ratio of 1.2248 shares of Common Stock for each $50 in aggregate principal amount of Debentures, subject to adjustment as described in this Article VII. Following any adjustment to the Conversion Price in accordance with Section 7.05, the Conversion Ratio shall be equal to the quotient of $50 divided by the Conversion Price in effect following such adjustment (as so adjusted, the “Conversion Ratio”). A Holder may convert any portion of the principal amount of such Holder’s Debentures into a (x) cash amount equal to the lesser of (i) the aggregate principal amount of the Debentures to be converted or (ii) the Applicable Stock Price (as defined below) multiplied by the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) and (y) if the product of the Applicable Stock Price and the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) exceeds the aggregate principal amount of Debentures to be converted, that number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) equal to (i) the aggregate principal amount of Debentures to be converted divided by $50 and multiplied by (ii)(A) the Conversion Ratio minus (B) $50 divided by the Applicable Stock Price. Settlement in cash and, if applicable, shares of Common Stock, will occur on the second Trading Day following the final trading day of the Cash Settlement Averaging Period. Such day will be the 22nd Trading Day following the Property Trustee’s receipt of a conversion notice submitted by the holder of Trust PIERS (assuming such holder has satisfied all conversion requirements, including the valid delivery of the conversion notice), unless (i) the conversion is in connection with a redemption, in which case the settlement day will be the redemption date or (ii) such holder of Trust PIERS submits a conversion notice during the period beginning 25 Trading Days preceding the maturity date and ending one Trading Day preceding the maturity date, in which case the settlement day will be the maturity date.

(b) “Applicable Stock Price” shall mean, in respect of a conversion date, the average Closing Sale Price of Common Stock over the 20 Trading-Day period (the “Cash

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Settlement Averaging Period”) beginning on the Trading Day following the receipt by the Property Trustee of a conversion notice from a holder of Trust PIERS; provided that, such conversion notice satisfies the requirements set forth in the Trust Agreement and that all other conversion requirements described therein have been satisfied; provided further that, if a holder of Trust PIERS submits such conversion notice during the period beginning 25 Trading Days preceding the maturity date of the Debentures and ending one Trading Day preceding such maturity date, then the Cash Settlement Averaging Period will be the 20 Trading-Day period ending on the second Trading Day preceding such maturity date; provided further that, if the Debentures have been called for redemption, then the Cash Settlement Averaging Period will be the 20 Trading-Day period ending on the second Trading Day preceding the Redemption Date.

(c) Conversion Rights Based on Common Stock Price. If, as of the last day of any calendar quarter beginning with the quarter ending March 31, 2005, the Closing Sale Price of the Common Stock on each of at least 20 Trading Days in a period of 30 consecutive Trading Days ending on the last Trading Day of such quarter is more than 130% of the Conversion Price in effect on the last day of such quarter, then on and after the first day of the following calendar quarter (and only during such following calendar quarter), Holders may surrender their Debentures for conversion into shares of Common Stock at any time at their option until 5:00 p.m., New York time, on the Business Day immediately preceding the Stated Maturity or earlier Redemption Date.

(d) Conversion Rights Based on Notice of Redemption. A Holder may surrender for conversion a Debenture that has been called for redemption at any time prior to 5:00 p.m., New York time, on the day that is two Business Days immediately preceding the date of redemption, even if such Debenture is not otherwise convertible at that time.

(e) Conversion Rights Based on Trust PIERS Trading Price. Holders may also surrender a Debenture for conversion during the five-Business-Day period following any 10-consecutive-Trading-Day period in which the average of the Trading Prices for the Trust PIERS (or, if the Debentures have been distributed to the holders of Trust PIERS, the average of the Trading Prices for the Debentures) for such 10-Trading-Day period was less than a Specified Trigger Percentage (as defined below) of the average of the Conversion Values for the Trust PIERS or the Debentures, as the case may be, for each day during such period. The “Specified Trigger Percentage” will be 105% for any 10-Trading-Day period that ends before June 15, 2028 and 98% for any 10-Trading-Day period ending on or after that date.

(f) Conversion Rights Based on Occurrence of Certain Corporate Transactions.

If:

(i) the Company shall distribute to all holders of its Common Stock rights or warrants entitling such holders to subscribe for or purchase, for a period expiring within 60 days of the date of any such distribution, Common Stock at a price per share less than the Trading Price of the Common Stock on the Trading Day immediately preceding the date of the announcement of such distribution;

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(ii) the Company elects to distribute to all holders of its Common Stock cash or other assets, debt securities or rights or warrants to purchase its securities, which distribution has a per share value (as determined by the Company’s Board of Directors) exceeding 10% of the Trading Price of Common Stock on the Business Day preceding the declaration date for the distribution; or

(iii) a Change of Control occurs but holders of Debentures do not have the right to require the Company to repurchase their Debentures as a result of such Change of Control because either (1) the trading price of Common Stock during the period described in clause (x) of the definition of “Change of Control” set forth herein equals or exceeds the level specified in such definition or (2) the consideration received in such Change of Control consists of common stock that is freely tradable and the Trust PIERS (or the Debentures following the distribution of the Debentures to the holders of the Trust PIERS) become convertible into cash and, if applicable, such common stock (as described in clause (y) of the definition of “Change of Control” set forth herein),

then the Company shall be required to notify the Holders of the Debentures at least 20 days prior to the ex-dividend date for the distribution or within 30 days of the occurrence of the Change of Control, as the case may be. Once the Company has given such notice, Holders may surrender their Debentures for conversion at any time until either (a) the earlier of the close of business on the Business Day immediately prior to the ex-dividend date and the date on which the Company announces that the distribution will not take place, in the case of a distribution or (b) 30 days after the date of the notice of the Change of Control, in the case of a Change of Control. A Holder will not have the right to convert Debentures as a result of a distribution if such Holder has rights to participate, or will have such rights, in the distribution without conversion.

A Holder may not exercise conversion rights in respect of any Debenture in respect of which a Holder is exercising its option to require redemption upon a Change of Control pursuant to Section 3.01. A Holder of Debentures is not entitled to any rights of a holder of Common Stock unless and until such Holder has converted its Debentures to Common Stock, and only to the extent such Debentures are deemed to have been converted to Common Stock under this Article VII.

SECTION 7.02 Exercise of Conversion Privilege; Payment of Cash and Issuance of Common Stock on Conversion; No Adjustment for Interest or Dividends. In order to exercise the conversion privilege with respect to any Definitive Debenture, the Holder of any such Debenture to be converted in whole or in part shall surrender such Debenture, duly endorsed, to the Conversion Agent, accompanied by the funds, if any, required by the penultimate paragraph of this Section 7.02, and shall give written notice of conversion to the Conversion Agent in the form provided on the Debentures (or such other notice which is acceptable to the Company) that the Holder elects to convert such Debenture or the portion thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) to which the cash amount shall be paid and, if applicable, in which the certificate or certificates for shares of Common Stock shall be issued upon conversion, and shall be accompanied by transfer taxes, if required pursuant to Section 7.07. In addition, a holder of Trust PIERS may exercise its right under the Trust Agreement to exchange such Trust PIERS for Debentures which shall be converted into cash and, if applicable, Common Stock by delivering to the Conversion Agent irrevocable

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written notice setting forth the information called for by the preceding two sentences and directing the Conversion Agent (i) to exchange such Trust PIERS for a Like Amount of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Trust PIERS), and (ii) to immediately convert such Debentures, on behalf of such Holder, into cash and, if applicable, Common Stock pursuant to this Article VII and, if such Trust PIERS are in certificate form, surrendering such Trust PIERS, duly endorsed or assigned to the Company or in blank. So long as any Trust PIERS are outstanding, the Trust shall not convert any Debentures except pursuant to a written notice delivered to the Conversion Agent by a holder of Trust PIERS. Each such Debenture surrendered for conversion shall, unless the shares of Common Stock issuable on conversion are to be issued in the same name as the registration of such Debenture, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or his duly authorized attorney.

In order to exercise the conversion privilege with respect to any interest in a Debenture in global form, the Holder must complete the appropriate instruction form for conversion pursuant to the Depository’s book-entry conversion program, deliver by book-entry delivery the principal amount of the Debenture to be converted, furnish appropriate endorsements and transfer documents if required by the Company or the Trustee or Conversion Agent, and pay the funds, if any, required by this Section 7.02 and any transfer taxes if required pursuant to Section 7.07.

As promptly as practicable after satisfaction of the requirements for conversion set forth above, subject to compliance with any restrictions on transfer if shares issuable on conversion are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Debenture or Debentures (or portion thereof) so converted), the Company shall pay to such Holder at the office or agency maintained by the Company for such purpose pursuant to Section 2.07 of the Base Indenture, an amount of cash as specified in Sections 7.01 and 7.03 hereof and, if applicable, shall issue and deliver a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Debenture or portion thereof in accordance with the provisions of this Article. In case any Debenture of a denomination greater than $1,000 shall be surrendered for partial conversion, and subject to the provisions hereof, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Debenture so surrendered, without charge to him, a new Debenture or Debentures in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Debenture.

Each conversion shall be deemed to have been effected as to any such Debenture (or portion thereof) on the date on which the requirements set forth above in this Section 7.02 have been satisfied as to such Holder of a Debenture (or portion thereof), or as to such holder of a Trust PIERS effecting a conversion thereof pursuant to its rights under the Trust Agreement, as the case may be, and the person in whose name any certificate or certificates for shares of Common Stock shall be issued upon such conversion shall be deemed to have become on said date the holder of record of the shares represented thereby; provided, however, that if on the effective date of such conversion the stock transfer books of the Company shall be closed, the person in whose name the certificates are to be issued shall not be deemed the record owner thereof until the next succeeding day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date upon which such conversion becomes effective.

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Any Debenture or portion thereof surrendered for conversion during the period from the close of business on the record date for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date shall (unless such Debenture or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such record date to the close of business on the Business Day next preceding the following Interest Payment Date) be accompanied by payment (the “Interest Payment Reimbursement”), in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest, including contingent interest, if any, otherwise payable on such Interest Payment Date on the principal amount being converted. Notwithstanding the immediately preceding sentence, if (i) notice of redemption of Debentures is mailed or otherwise given to Holders and the related Redemption Date occurs during the period from the close of business on the record date for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date, and Debentures or any portion thereof are surrendered for conversion after such record date but prior to such Redemption Date, then the Holder surrendering such Debentures or portion thereof shall not be required to pay the Interest Payment Reimbursement, and (ii) during an Extension Period a notice of redemption of Debentures is mailed or otherwise given to Holders and Debentures or any portion thereof are surrendered for conversion after such notice but prior to the relevant Redemption Date, then the Holder surrendering such Debentures or portion thereof shall not be required to pay the Interest Payment Reimbursement and shall be entitled to receive payment of all accrued but unpaid interest, including contingent interest, if any, on such Debentures through the date of conversion on the Redemption Date. Except as otherwise set forth above in this paragraph, in the case of any Debenture which is converted, interest or contingent interest which is payable after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest or contingent interest on the Debentures being converted which shall be deemed to be paid in full. Except as provided above in this Section 7.02, no payment or other adjustment shall be made for interest or contingent interest accrued on any Debenture converted or for dividends on any shares issued upon the conversion of such Debenture.

Upon the conversion of an interest in a Debenture in global form, the Trustee (or other Conversion Agent appointed by the Company), or a custodian at the direction of the Trustee (or other Conversion Agent appointed by the Company), shall make a notation on such Debenture in global form as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversions of Debentures effected through any Conversion Agent other than the Trustee.

SECTION 7.03 Cash Payments in Lieu of Fractional Shares. No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Debentures. If more than one Debenture shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion, if any, shall be computed on the basis of the aggregate principal amount of the Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Debenture or Debentures, the Company shall make an adjustment and payment therefor in cash at the Applicable Stock Price thereof to the Holder of Debentures.

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SECTION 7.04 [Intentionally Omitted.]

SECTION 7.05 Adjustment of Conversion Price. The Conversion Price shall be adjusted from time to time by the Company as follows:

(a) In case the Company shall hereafter pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Conversion Price in effect at the opening of business on the date following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Conversion Price by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such reduction to become effective immediately after the opening of business on the day following the date fixed for such determination. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. If any dividend or distribution of the type described in this Section 7.05(a) is declared but not so paid or made, the Conversion Price shall again be adjusted to the Conversion Price which would then be in effect if such dividend or distribution had not been declared.

(b) In case the Company shall issue rights or warrants to all holders of its outstanding shares of Common Stock entitling them (for a period expiring within forty-five (45) days after the date fixed for determination of stockholders entitled to receive such rights or warrants) to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price (as defined below) on the date fixed for determination of stockholders entitled to receive such rights or warrants, the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the date fixed for determination of stockholders entitled to receive such rights or warrants by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for determination of stockholders entitled to receive such rights and warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price, and of which the denominator shall be the number of shares of Common Stock outstanding on the date fixed for determination of stockholders entitled to receive such rights and warrants plus the total number of additional shares of Common Stock offered for subscription or purchase. Such adjustment shall be successively made whenever any such rights and warrants are issued, and shall become effective immediately after the opening of business on the day following the date fixed for determination of stockholders entitled to receive such rights or warrants. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. In the event that such rights or warrants are not so issued, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Current Market Price, and in determining the aggregate offering price of

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such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors.

(c) In case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately increased, such reduction or increase, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective.

(d) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock shares of any class of capital stock of the Company (other than any dividends or distributions to which Section 7.05(a) applies) or evidences of its indebtedness or assets (including securities, but excluding any rights or warrants referred to in Section 7.05(b), and excluding any dividend or distribution (x) paid exclusively in cash or (y) in connection with a reclassification, change, consolidation, merger, combination, sale or conveyance that results in a change in the conversion consideration as described in Section 7.06 (any of the foregoing hereinafter in this Section 7.05(d) called the “Securities”)), then, in each such case (unless the Company elects to reserve such Securities for distribution to the Holders upon the conversion of the Debentures so that any such Holder converting Debentures will receive upon such conversion, in addition to the shares of Common Stock to which such Holder is entitled, the amount and kind of such Securities which such Holder would have received if such Holder had converted its Debentures into Common Stock immediately prior to the Record Date (as defined in Section 7.05(h) for such distribution of the Securities)), the Conversion Price shall be reduced so that the same shall be equal to the price determined by multiplying the Conversion Price in effect on the Record Date with respect to such distribution by a fraction of which the numerator shall be the Current Market Price per share of the Common Stock on such Record Date less the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors) on the Record Date of the portion of the Securities so distributed applicable to one share of Common Stock and the denominator shall be the Current Market Price per share of the Common Stock, such reduction to become effective immediately prior to the opening of business on the day following such Record Date; provided, however, that in the event the fair market value (as so determined) of the portion of the Securities so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of Securities such Holder would have received had such Holder converted each Debenture on the Record Date. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 7.05(d) by reference to the actual or when issued trading market for any Securities, it

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must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Stock.

Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 7.05 (and no adjustment to the Conversion Price under this Section 7.05 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under this Section 7.05(d). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Third Supplemental Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Price under this Section 7.05 was made, (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Price shall be readjusted as if such rights and warrants had not been issued.

Notwithstanding the foregoing, in the event that the Company shall distribute rights or warrants to subscribe for additional shares of the Common Stock (other than rights or warrants described in Section 7.05(b)), pro rata to holders of Common Stock, and in the case of the rights issued pursuant to the Company’s stockholder rights agreement in existence as of the date hereof, the Company may, in lieu of making any adjustment pursuant to this Section 7.05(d), make proper provision (in the case of the Company’s stockholder rights agreement in existence as of the date thereof, to the extent it does not make proper provision) so that each holder of a Debenture who converts such Debenture (or any portion thereof) after the record date for such distribution shall be entitled to receive upon such conversion, in addition to cash and, if applicable, shares of Common Stock issuable upon such conversion (the “Conversion Shares”): (i) if such conversion occurs on or prior to the date for the distribution to the holders of such rights or warrants of separate certificates evidencing such rights or warrants (the “Rights Distribution Date”), a number of rights or warrants equal to the number of rights or warrants a holder of Common Stock would receive if such holder held that number of shares of Common

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Stock equal to the product of (x) the quotient obtained by dividing the principal amount of the Debentures to be converted by such Holder by $50 and (y) the Conversion Ratio; and (ii) if such conversion occurs after the Rights Distribution Date, a number of rights or warrants equal to the number of rights or warrants a holder of Common Stock would receive if such holder held that number of shares of Common Stock equal to the product of (x) the quotient obtained by dividing the principal amount of the Debentures to be converted by such Holder by $50 and (y) the Conversion Ratio immediately prior to the Rights Distribution Date.

For purposes of this Section 7.05(d) and Sections 7.05(a) and (b), any dividend or distribution to which this Section 7.05(d) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of capital stock other than such shares of Common Stock or rights or warrants (and any Conversion Price reduction required by this Section 7.05(d) with respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Conversion Price reduction required by Sections 7.05(a) and (b) with respect to such dividend or distribution shall then be made), except (A) the Record Date of such dividend or distribution shall be substituted as “the date fixed for the determination of stockholders entitled to receive such dividend or other distribution” and “the date fixed for such determination” within the meaning of Sections 7.05(a) and (b) and (B) any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business on the date fixed for such determination” within the meaning of Section 7.05(a).

(e) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock cash (excluding (x) any quarterly cash dividend on the Common Stock to the extent the aggregate cash dividend per share of Common Stock in any fiscal quarter does not exceed the greater of (A) the amount per share of Common Stock of the most recent quarterly cash dividend on the Common Stock to the extent that such preceding quarterly dividend did not require any adjustment of the Conversion Price pursuant to this Section 7.05(e) (as adjusted to reflect subdivisions or combinations of the Common Stock), and (B) 3.75% of the arithmetic average of the Closing Price (determined as set forth in Section 7.05(h)) during the ten Trading Days (as defined in Section 7.05(h)) immediately prior to the date of declaration of such dividend, and (y) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary), then, in such case, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on such Record Date by a fraction of which the numerator shall be the Current Market Price of the Common Stock on the Record Date less the amount of cash so distributed (and not excluded as provided above) applicable to one share of Common Stock and the denominator shall be such Current Market Price of the Common Stock, such reduction to be effective immediately prior to the opening of business on the day following the Record Date; provided, however, that in the event the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of cash such Holder would have received had such Holder converted each Debenture on the Record Date. In the event that such dividend or

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distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. If any adjustment is required to be made as set forth in this Section 7.05(e) as a result of a distribution that is a quarterly dividend, such adjustment shall be based upon the amount by which such distribution exceeds the amount of the quarterly cash dividend permitted to be excluded pursuant hereto. If an adjustment is required to be made as set forth in this Section 7.05(e) above as a result of a distribution that is not a quarterly dividend, such adjustment shall be based upon the full amount of the distribution.

(f) In case a tender or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders of consideration per share of Common Stock having a Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) that as of the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time and the denominator shall be the sum of (x) the Fair Market Value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such tender or exchange offer had not been made.

(g) In case of a tender or exchange offer made by a person other than the Company or any Subsidiary for an amount which increases the offeror’s ownership of Common Stock to more than fifty percent (50%) of the Common Stock outstanding and shall involve the payment by such person of consideration per share of Common Stock having a Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors) at the last time (the “Offer Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as it shall have been amended) that exceeds the Current Market Price of the Common Stock on the Trading Day next succeeding the Offer Expiration Time, and in which, as of the Offer Expiration Time the Board of Directors is not recommending rejection of the offer, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in

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effect immediately prior to the Offer Expiration Time by a fraction of which the numerator shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) on the Offer Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Offer Expiration Time and the denominator shall be the sum of (x) the Fair Market Value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Offer Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the “Accepted Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding (less any Accepted Purchased Shares) on the Offer Expiration Time and the Current Market Price of the Common Stock on the Trading Day next succeeding the Offer Expiration Time, such reduction to become effective immediately prior to the opening of business on the day following the Offer Expiration Time. In the event that such person is obligated to purchase shares pursuant to any such tender or exchange offer, but such person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this Section 7.05(g) shall not be made if, as of the Offer Expiration Time, the offering documents with respect to such offer disclose a plan or intention to cause the Company to engage in any transaction described in Article 5 of the Base Indenture.

(h) For purposes of this Section 7.05, the following terms shall have the meaning indicated:

(1) “Closing Price” with respect to any securities on any day shall mean the closing sale price regular way on such day or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in each case on the New York Stock Exchange, or, if such security is not listed or admitted to trading on such Exchange, on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the average of the closing bid and asked prices of such security on the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or if not so available, in such manner as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose, or a price determined in good faith by the Board of Directors or, to the extent permitted by applicable law, a duly authorized committee thereof, whose determination shall be conclusive.

(2) “Current Market Price” shall mean the average of the daily Closing Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the date in question; provided, however, that (1) if the “ex” date (as hereinafter defined) for any event (other than the issuance or distribution or Change of Control requiring such computation) that requires an adjustment to the Conversion Price pursuant to Section 7.05(a), (b), (c), (d), (e), (f) or (g) occurs during such ten consecutive Trading Days, the Closing Price for each Trading Day prior to the “ex” date

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for such other event shall be adjusted by multiplying such Closing Price by the same fraction by which the Conversion Price is so required to be adjusted as a result of such other event, (2) if the “ex” date for any event (other than the issuance, distribution or Change of Control requiring such computation) that requires an adjustment to the Conversion Price pursuant to Section 7.05(a), (b), (c), (d), (e), (f) or (g) occurs on or after the “ex” date for the issuance or distribution requiring such computation and prior to the day in question, the Closing Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Price by the reciprocal of the fraction by which the Conversion Price is so required to be adjusted as a result of such other event, and (3) if the “ex” date for the issuance, distribution or Change of Control requiring such computation is prior to the day in question, after taking into account any adjustment required pursuant to clause (1) or (2) of this proviso, the Closing Price for each Trading Day on or after such “ex” date shall be adjusted by adding thereto the amount of any cash and the fair market value (as determined by the Board of Directors or, to the extent permitted by applicable law, a duly authorized committee thereof in a manner consistent with any determination of such value for purposes of Section 7.05(d), (f) or (g), whose determination shall be conclusive and described in a resolution of the Board of Directors or such duly authorized committee thereof, as the case may be) of the evidences of indebtedness, shares of capital stock or assets being distributed applicable to one share of Common Stock as of the close of business on the day before such “ex” date. For purposes of any computation under Section 7.05(f) or (g), the Current Market Price of the Common Stock on any date shall be deemed to be the average of the daily Closing Prices per share of Common Stock for such day and the next two succeeding Trading Days; provided, however, that if the “ex” date for any event (other than the tender or exchange offer requiring such computation) that requires an adjustment to the Conversion Price pursuant to Section 7.05(a), (b), (c), (d), (e), (f) or (g) occurs on or after the Expiration Time or Offer Expiration Time, as the case may be, for the tender or exchange offer requiring such computation and prior to the day in question, the Closing Price for each Trading Day on and after the “ex” date for such other event shall be adjusted by multiplying such Closing Price by the reciprocal of the fraction by which the Conversion Price is so required to be adjusted as a result of such other event. For purposes of this paragraph, the term “ex” date, (1) when used with respect to any issuance or distribution, means the first date on which the Common Stock trades regular way on the relevant exchange or in the relevant market from which the Closing Price was obtained without the right to receive such issuance or distribution, (2) when used with respect to any subdivision or combination of shares of Common Stock, means the first date on which the Common Stock trades regular way on such exchange or in such market after the time at which such subdivision or combination becomes effective, and (3) when used with respect to any tender or exchange offer means the first date on which the Common Stock trades regular way on such exchange or in such market after the Offer Expiration Time of such offer.

(3) “Fair Market Value” shall mean the amount which a willing buyer would pay a willing seller in an arm’s-length transaction.

(4) “Record Date” shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have

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the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

(i) The Company may make such reductions in the Conversion Price, in addition to those required by Sections 7.05 (a), (b), (c), (d), (e), (f) or (g) as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

To the extent permitted by applicable law, the Company from time to time may reduce the Conversion Price by any amount for any period of time if the period is at least twenty (20) days, the reduction is irrevocable during the period and the Board of Directors shall have made a determination that such reduction would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Price is reduced pursuant to the preceding sentence, the Company shall mail to Holders of record of the Debentures a notice of the reduction at least fifteen (15) days prior to the date the reduced Conversion Price takes effect, and such notice shall state the reduced Conversion Price and the period during which it will be in effect.

(A) Calculation Methodology. No adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in such price; provided, however, that any adjustments which by reason of this Section 7.05(j) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 7 shall be made by the Company and shall be made to the nearest cent or to the nearest one-hundredth (1/100) of a share, as the case may be. No adjustment need be made for rights to purchase Common Stock pursuant to a Company plan for reinvestment of dividends or interest. To the extent the Debentures become convertible into cash, assets, property or securities (other than capital stock of the Company), no adjustment need be made thereafter as to the cash, assets, property or such securities. Interest will not accrue on the cash.

(B) When No Adjustment Required.

The applicable Conversion Price will not be adjusted:

(1) if holders of the Trust PIERS or, following distribution of the Debentures to the holders of the Trust PIERS, the Debentures are entitled to participate in a transaction otherwise requiring adjustment pursuant to Section 7.05(a), (b), (d), (e), (f) or (g);

(2) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

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(3) upon the issuance of any shares of Common Stock or options, rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

(4) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable or exchangeable or convertible security outstanding as of June 13, 2003;

(5) for a change in the par value of the Company’s common stock, other than any such change that occurred in connection with an event requiring adjustment under Section 7.05(c) hereof;

(6) for accrued and unpaid interest, including contingent interest; or

(7) for the issuance of rights under any shareholder rights plan.

(j) In any case in which this Section 7.05 provides that an adjustment shall become effective immediately after a Record Date for an event, the Company may defer until the occurrence of such event (i) issuing to the Holder of any Debenture converted after such Record Date and before the occurrence of such event the additional shares of Common Stock issuable upon such conversion by reason of the adjustment required by such event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (ii) paying to such Holder any amount in cash in lieu of any fraction pursuant to Section 7.03.

(k) For purposes of this Section 7.05, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

SECTION 7.06 Effect of Reclassification, Consolidation, Merger or Sale. If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combination to which Section 7.05(c) applies), (ii) any consolidation, merger or combination of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the Debentures shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock, if any, issuable upon conversion of such Debentures (assuming, for such

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purposes, a sufficient number of authorized shares of Common Stock available to convert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, sale or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“nonelecting share”)), then for the purposes of this Section 7.06 the kind and amount of securities, cash or other property receivable upon such consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. A Holder may convert Debentures at any time from and after the date which is 15 days prior to the anticipated effective date of a transaction of the type described in clause (i), (ii) or (iii) above until 15 days after the effective date of such transaction.

The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Debentures, at its address appearing on the Debenture register provided for in Section 2.07 of the Base Indenture, within twenty (20) days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

If this Section 7.06 applies to any event or occurrence, Section 7.05 shall not apply.

SECTION 7.07 Taxes on Shares Issued. The issue of stock certificates on conversions of Debentures shall be made without charge to the converting Holder for any tax in respect of the issue thereof. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of stock or the payment of cash upon conversion in any name other than that of the Holder of any Debenture converted, and the Company shall not be required to issue or deliver any such stock certificate or pay such cash amount unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

SECTION 7.08 Reservation of Shares; Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to provide for the conversion of the Debentures from time to time to the extent such Debentures presented for conversion are convertible in Common Stock.

Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Conversion Shares, the Company will take all corporate

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action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue Conversion Shares at such adjusted Conversion Price.

The Company covenants that all Conversion Shares will upon issue be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

The Company covenants that if any Conversion Shares require registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be.

The Company further covenants that if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of the Debentures; provided, however, that if rules of such exchange or automated quotation system permit the Company to defer the listing of such Common Stock until the first conversion of the Debentures pursuant to which Common Stock is issuable in accordance with the provisions of this Indenture, the Company covenants to list such Common Stock issuable upon conversion of the Debentures in accordance with the requirements of such exchange or automated quotation system at such time.

SECTION 7.09 Responsibility of Trustee.

(a) The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures to determine the Conversion Ratio, the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price or the Conversion Ratio, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver cash and, if applicable, any shares of Common Stock or stock certificates or other securities or property upon the surrender of any Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 7.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Debentures after any event referred to in such Section 7.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01 of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and

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shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

(b) In effecting the conversion transactions described in this Article VII, the Conversion Agent is acting as agent of the holders of Trust PIERS (in the exchange of Trust PIERS for Debentures) and as agent of the Holders (in the conversion of Debentures into cash and, if applicable, Common Stock), as the case may be, directing it to effect such conversion transaction. The Conversion Agent is hereby authorized (i) to exchange Trust PIERS for Debentures held by the Trust from time to time in connection with the conversion of such Trust PIERS in accordance with this Article VII, and (ii) to convert all or a portion of the Debentures into cash and, if applicable, Common Stock and thereupon to deliver such cash and, if applicable, shares of Common Stock in accordance with the provisions of this Article VII and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount.

(c) In connection with the acceptance and administration of the trusts under this Third Supplemental Indenture, the Trustee shall have and be able to exercise all such privileges, protections, immunities, rights and indemnities granted or provided to the Indenture Trustee under the Base Indenture.

SECTION 7.10 Notice to Holders Prior to Certain Actions. In case:

(a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Price pursuant to Section 7.05; or

(b) the Company shall authorize the granting to the holders of all or substantially all of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or

(c) of any reclassification or reorganization of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

(d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each Holder of Debentures at his address appearing on the Debenture register provided for in Section 2.07 of the Base Indenture, as promptly as possible but in any event at least fifteen (15) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such

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reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

ARTICLE VIII

DEFAULTS

The Debentures shall not be subject to Section 6.01 of the Base Indenture. In lieu thereof, the Debentures shall be subject to the following provisions of Section 8.01 hereof:

SECTION 8.01 Events of Default. An “Event of Default” occurs if:

(a) the Company defaults in the payment when due of interest, including contingent interest, if any, on the Debentures and such default continues for a period of 30 days, whether or not such payment is prohibited by Article V hereof;

(b) the Company defaults in the payment when due of principal on the Debentures when the same becomes due and payable at maturity, upon redemption or otherwise, whether or not such payment is prohibited by Article V hereof;

(c) the Company fails to observe or perform any other covenant or other agreement in the Indenture or the Notes for 90 days after written notice to the Company by the Trustee or the Holders of at least 25% aggregate principal amount of the Debentures then outstanding voting as a single class;

(d) the Company 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 of the benefit of its creditors, or

(v) generally is not paying its debts as they become due; or

(e) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Company in an involuntary case;

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(ii) appoints a custodian of the Company or for all or substantially all of the property of the Company; or

(iii) orders the liquidation of the Company;

and the order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 8.02 Applicability of Certain Other Provisions. The Debentures shall be subject to Sections 6.02 through 6.11 of the Base Indenture, except that

(i) the reference in Section 6.08 of the Base Indenture to clauses (a) or (b) of Section 6.01 of the Base Indenture shall be changed to clauses (a) or (b) of Section 8.01 hereof; and

(ii) the Company and the Trustee acknowledge that pursuant to the Trust Agreement, the holders of Trust PIERS are entitled, in the circumstances and subject to the limitations set forth therein, to commence a direct action with respect to any Event of Default hereunder and under the Debentures.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01 Applicability of Certain Provisions. The Debentures shall be subject to Article 9 of the Base Indenture, except that any supplemental indenture modifying the Base Indenture with respect to the Debentures or this Third Supplemental Indenture will not be effective until the holders of a majority in aggregate stated liquidation amount of Trust PIERS and Trust Common Securities, voting together as a class, shall have consented to such supplemental indenture; provided, that if the consent of the Holder of each outstanding Debenture is required, any supplemental indenture will not be effective until each holder of the Trust PIERS and Trust Common Securities shall have consented to such supplemental indenture.

ARTICLE X

NO SINKING FUND; NO GUARANTEES

SECTION 10.01 Applicability of Certain Provisions. (a) The Debentures shall not be subject to Article 10 of the Base Indenture.

(b) The Debentures shall not be guaranteed and shall not be subject to Article 12 of the Base Indenture.

ARTICLE XI

LEGAL DEFEASANCE

SECTION 11.01 Applicability of Certain Provisions. The Debentures shall be subject to Article 8 of the Base Indenture, except that Section 8.03 shall not apply to the Debentures.

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ARTICLE XII

MISCELLANEOUS

SECTION 12.01 Scope of this Third Supplemental Indenture. The changes, modifications and supplements to the Base Indenture effected by this Third Supplemental Indenture shall only be applicable with respect to, and govern the terms of, the Debentures and shall not apply to any other securities that have been or may be issued by the Company under the Base Indenture.

SECTION 12.02 Ratification of Base Indenture. The Base Indenture, as supplemented by this Third Supplemental Indenture, is in all respects ratified and confirmed, and this Third Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

SECTION 12.03 Trustee Not Responsible for Recitals. The recitals therein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture.

SECTION 12.04 Separability. In case any one or more of the provisions contained in this Third Supplemental Indenture or in the Debentures shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Third Supplemental Indenture or of the Debentures, but this Third Supplemental Indenture and the Debentures shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

SECTION 12.05 Counterparts. This Third Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 12.06 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS THIRD SUPPLEMENTAL INDENTURE AND THE DEBENTURES, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICT OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.

OMNICARE, INC.
By:	/s/ David W. Froesel, Jr.
Name:	David W. Froesel, Jr.
Title:	Senior Vice President and Chief Financial Officer
SUNTRUST BANK, as Trustee
By:	/s/ Patricia Spruell
Name:	Patricia Spruell
Title:	Vice President

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Exhibit A

Principal Amount: $

                                         NO. 1

Omnicare, Inc.

SERIES B 4.00% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURE

DUE JUNE 15, 2033

Omnicare, Inc., a Delaware corporation (the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to JPMorgan Chase Bank, as Property Trustee for Omnicare Capital Trust II, or registered assigns, the principal sum of Dollars on ($ ) June 15, 2033 (the “Maturity Date”), unless previously redeemed, and to pay interest on the outstanding principal amount hereof from June 13, 2003, or from the most recent interest payment date (each such date, an “Interest Payment Date”) to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 15, June 15, September 15 and December 15 of each year, commencing March 15, 2005, at the rate of 4.00% per annum until the principal hereof shall have become due and payable, and on any overdue principal and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded quarterly. The amount of interest payable for any full quarterly interest period shall be computed on the basis of a 360-day year of twelve 30-day months and, for any period shorter than a full 90-day quarterly interest period will be computed on the basis of a 30-day month, and for any period less than a full calendar month, the number of days elapsed in such month. In the event that any Interest Payment Date is not a Business Day, then the payment payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that if such next succeeding Business Day falls in the next calendar year, then such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Pursuant to the Indenture, in certain circumstances the Company will be required to pay Compounded Interest (as defined in the Indenture) with respect to this Debenture.

The Company shall pay contingent interest to the Holders during any quarterly period (a “Contingent Interest Period”) from March 15 to June 14, June 15 to September 14, September 15 to December 14 and December 15 to March 14, commencing with the Contingent Interest Period beginning June 15, 2009, if the average of the Trading Prices of the Trust PIERS (or of the Debentures following any distribution of the Debentures to the holders of the Trust PIERS) for the five consecutive Trading Days ending on the second trading day preceding such Contingent Interest Period (the “Five Trading Day Period”) equals 115% or more of the stated liquidation amount of the Trust PIERS or principal amount of the Debentures, as the case may be. The amount of contingent interest payable in respect of any Contingent Interest Period will equal 0.125% of the average Trading Price of the Trust PIERS (or the Debentures, as the case

may be) over the Five Trading Day Period preceding such Contingent Interest Period. Contingent interest shall only be paid in cash. Contingent interest, if any, will accrue and be payable to Holders in the same manner as regular cash interest as provided above. Regular cash interest will continue to accrue at the rate of 4.00% per annum on the principal amount of the Debentures whether or not contingent interest is paid.

The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture is registered at the close of business on the day next preceding the Interest Payment Date. If the Trust PIERS do not remain in book-entry only form and the Debentures are not in the form of a Global Security, the Company will have the right to select record dates, which must be at least one Business Day before an Interest Payment Date (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest installment, including contingent interest, not punctually paid or duly provided for (excluding installments of interest (other than contingent interest) that are subject to an Extension Period) shall forthwith cease to be payable to the Holders on such Regular Record Date and shall be paid to the Person in whose name this Debenture is registered at the close of business on a special record date to be fixed by the Company for the payment of such defaulted interest, provided that no special record date shall be less than 10 days prior to the related payment date for such defaulted interest or may be paid at any time in any other lawful manner deemed practicable by the Trustee after notice thereof by the Company to the Trustee.

The principal of and interest (including contingent interest, if any) on this Debenture shall be payable at the office or agency of the Company maintained for that purpose.

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

This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee.

This Debenture is one of the Debentures of the Company (herein sometimes referred to as the “Debentures”), specified in the Indenture, all issued or to be

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issued under and pursuant to an Indenture, dated as of June 13, 2003 (the “Base Indenture”), as supplemented by that Third Supplemental Indenture dated March         , 2005 (the “Third Supplemental Indenture” and together with the Base Indenture, the “Indenture”), duly executed and delivered between the Company and SunTrust Bank, as Trustee (the “Trustee”), to which Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

The provisions of this Debenture are continued on the reverse side hereof and such provisions shall for all purposes have the same effect as though fully set forth at this place.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed this          day of March, 2005.

OMNICARE, INC.
By:
	Name:
	Title:

CERTIFICATE OF AUTHENTICATION

This is one of the Debentures referred to in the within-mentioned Indenture.

Dated: March     , 2005

SUNTRUST BANK, not in its individual capacity but solely as Trustee
By:
	Authorized Signatory

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(REVERSE OF DEBENTURE)

This Debenture is one of the Debentures of the Company (herein sometimes referred to as the “Debentures”), specified in the Indenture, all issued or to be issued under and pursuant to an Indenture, dated as of June 13, 2003 (the “Base Indenture”), as supplemented by that Third Supplemental Indenture dated as of March , 2005 (the “Third Supplemental Indenture” and together with the Base Indenture, the “Indenture”), duly executed and delivered between the Company and SunTrust Bank, as Trustee (the “Trustee”), to which Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the holders of the Debentures. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

1. Redemption. Upon the occurrence and continuation of a Special Event, the Company shall have the right, at any time following the occurrence of such Special Event, to redeem this Debenture in whole (but not in part) at a purchase price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest, including contingent interest, if any, to the date of redemption (the “Redemption Price”).

In addition, the Company shall have the right to redeem the Debentures, in whole or in part, on one or more occasions at any time on or after June 15, 2009, upon not less than 30 days and not more than 60 days’ notice, at the Redemption Price.

The Redemption Price shall be paid prior to 12:00 noon, New York time, on the date of such redemption or at such earlier time as the Company determines; provided, that the Company shall deposit with the Trustee an amount sufficient to pay the Redemption Price by 12:00 noon, New York time on the date such Redemption Price is to be paid. Any redemption pursuant to this paragraph will be made upon not less than 30 days nor more than 60 days notice to the Holder. Notwithstanding the foregoing, the Holders of at least a majority in aggregate principal amount of the Debentures may agree to reduce the notice period to not less than five days. If the Debentures are only partially redeemed by the Company pursuant to an optional redemption described in the preceding paragraph, the Trustee will select the Debentures to be redeemed among the Holders of the Debentures in compliance with the requirements of the principal national securities exchange, if any, on which the Debentures are listed or, if the Debentures are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate.

2. Offer to Repurchase Upon Change of Control. If a Change of Control shall occur, each Holder of Debentures will have the right to require the Company to repurchase all or any part of that Holder’s Debentures pursuant to a Change of Control offer (the “Change of Control Offer”) at a purchase price equal to 100% of the aggregate principal amount of Debentures repurchased plus accrued and unpaid interest (including contingent interest, if any) on the Debentures repurchased, to the Change of Control Payment Date. Within 30 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. On the Change of Control Payment Date, the

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Company will, to the extent lawful: (i) accept for payment all Debentures or portions of Debentures properly tendered pursuant to the Change of Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Debentures or portions of Debentures properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Debentures properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Debentures or portions of Debentures being purchased by the Company. The paying agent will promptly mail to each Holder of Debentures properly tendered the Change of Control Payment for such Debentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Debenture equal in principal amount to any unpurchased portion of the Debentures surrendered, if any; provided, that each new Debenture will be in a principal amount of $50 or an integral multiple of $50.

3. Conversion. (a) Subject to and upon compliance with the provisions of Article VII of the Third Supplemental Indenture, the Debentures are convertible, at the option of the Holder, at any time on and after the occurrence of any of the events described in paragraph (b) below, and before 5:00 pm, New York, New York time, on the Business Day immediately preceding the date of repayment of such Debentures, whether at Stated Maturity or upon redemption, into fully paid and nonassessable shares of Common Stock at an initial Conversion Ratio of 1.2248 shares of Common Stock for each $50 in aggregate principal amount of Debentures, subject to adjustment as described in such Article VII. A Holder may convert any portion of the principal amount of such Holder’s Debentures into (x) a cash amount equal to the lesser of (i) the aggregate principal amount of the Debentures to be converted or (ii) the Applicable Stock Price multiplied by the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) and (y) if the product of the Applicable Stock Price and the Conversion Ratio (multiplied by the aggregate principal amount of Debentures to be converted divided by 50) exceeds the aggregate principal amount of Debentures to be converted, that number of fully paid and nonassessable shares of Common Stock (calculated as to each conversion to the nearest 1/100th of a share) equal to (i) the aggregate principal amount of Debentures to be converted divided by $50 and multiplied by (ii) (A) the Conversion Ratio minus (B) $50 divided by the Applicable Stock Price. Settlement in cash and, if applicable, shares of Common Stock will occur on the second Trading Day following the final trading day of the Cash Settlement Averaging Period. Such day will be the 22nd Trading Day following the Property Trustee’s receipt of a Holder’s conversion notice submitted by the holder of Trust PIERS (assuming such holder has satisfied all conversion requirements, including the valid delivery of the conversion notice), unless (i) the conversion is in connection with a redemption, in which case the settlement day will be the redemption date or (ii) such holder of Trust PIERS submits a conversion notice during the period beginning 25 Trading Days preceding the maturity date and ending one Trading Day preceding the maturity date, in which case the settlement day will be the maturity date.

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(b) A Holder’s right to convert its Debentures will arise only upon the occurrence of any of the following:

(i) Conversion Rights Based on Common Stock Price. If, as of the last day of any calendar quarter beginning with the quarter ending March 31, 2005, the Closing Sale Price of the Common Stock on each of at least 20 Trading Days in a period of 30 consecutive Trading Days ending on the last Trading Day of such calendar quarter is more than 130% of the Conversion Price in effect on the last day of such quarter, then on and after the first day of the following calendar quarter (and only during such following calendar quarter), Holders may surrender their Debentures for conversion into shares of Common Stock at any time at their option until 5:00 p.m., New York time, on the Business Day immediately preceding the Stated Maturity or earlier Redemption Date.

(ii) Conversion Rights Based on Notice of Redemption. A Holder may surrender for conversion a Debenture that has been called for redemption at any time prior to 5:00 p.m., New York time, on the day that is two Business Days immediately preceding the date of redemption, even if such Debenture is not otherwise convertible at that time.

(iii) Conversion Rights Based on Trust PIERS Trading Price. Holders may also surrender a Debenture for conversion during the five-Business-Day period following any 10-consecutive-Trading-Day period in which the average of the Trading Prices for the Trust PIERS (or, if the Debentures have been distributed to the holders of the Trust PIERS, the average of the Trading Prices for the Debentures) for such 10-Trading-Day period was less than a Specified Trigger Percentage (as defined below) of the average of the Conversion Values for the Trust PIERS or the Debentures, as the case may be, for each day during such period. The “Specified Trigger Percentage” will be 105% for any 10-Trading-Day period that ends before June 15, 2028 and 98% for any 10-Trading-Day period ending after that date.

(iv) Conversion Rights Based on Occurrence of Certain Corporate Transactions.

If:

(1) the Company shall distribute to all holders of its Common Stock rights or warrants entitling them to purchase, for a period expiring within 60 days of the date of any such distribution, Common Stock at a price per share less than the Trading Price of the Common Stock on the Trading Day immediately preceding the date of the announcement of such distribution;

(2) the Company elects to distribute to all holders of its Common Stock cash or other assets, debt securities or rights or warrants to purchase its securities, which distribution has a per share value (as determined by the Company’s Board of Directors) exceeding 10% of the Trading Price of Common Stock on the Business Day preceding the declaration date for the distribution; or

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(3) a Change of Control occurs but holders of Debentures do not have the right to require the Company to repurchase their Debentures as a result of such Change of Control because either (1) the trading price of Common Stock during the period described in the definition of “Change of Control” set forth in the Indenture equals or exceeds the level specified in clause (x) of such definition or (2) the consideration received in such Change of Control consists of common stock that is freely tradable and the Trust PIERS (or the Debentures following the distribution of the Debentures to the holders of the Trust PIERS) become convertible into that common stock (as described in clause (y) of the definition of “Change of Control” set forth in the Indenture),

then the Company shall be required to notify the Holders of the Debentures at least 20 days prior to the ex-dividend date for the distribution or within 30 days of the occurrence of the Change of Control, as the case may be. Once the Company has given such notice, Holders may surrender their Debentures for conversion at any time until either (a) the earlier of the close of business on the Business Day immediately prior to the ex-dividend date and the date on which the Company announces that the distribution will not take place, in the case of a distribution or (b) 30 days after the date of the notice of the Change of Control, in the case of a Change of Control. A Holder will not have the right to convert Debentures as a result of a distribution if such Holder has rights to participate, or will have such rights, in the distribution without conversion.

If any of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combination to which Section 7.05(c) of the Third Supplemental Indenture applies), (ii) any consolidation, merger or combination of the Company with another Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, or (iii) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other Person as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that the Debentures shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock, if any, issuable upon conversion of such Debentures (assuming, for such purposes, a sufficient number of authorized shares of Common Stock available to convert all such Debentures) immediately prior to such reclassification, change, consolidation, merger, combination, sale or conveyance assuming such holder of Common Stock did not exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, sale

A-8

or conveyance (provided that, if the kind or amount of securities, cash or other property receivable upon such consolidation, merger, combination, sale or conveyance is not the same for each share of Common Stock in respect of which such rights of election shall not have been exercised (“nonelecting share”)), then for the purposes of this paragraph the kind and amount of securities, cash or other property receivable upon such consolidation, merger, combination, sale or conveyance for each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Article VII of the Third Supplemental Indenture. A Holder may convert Debentures at any time from and after the date which is 15 days prior to the anticipated effective date of a transaction of the type described in clause (i), (ii) or (iii) above until 15 days after the effective date of such transaction.

(c) To convert all or a portion of the Debentures, the Holder thereof shall deliver to the Conversion Agent an irrevocable written notice of conversion in the form provided hereon (or such other notice which is acceptable to the Company (the “Conversion Request”) setting forth the principal amount of Debentures to be converted, together with the name or names, if other than the Holder, in which the shares of Common Stock should be issued, and shall be accompanied by transfer taxes if required pursuant to Section 7.07 of the Third Supplemental Indenture and, if such Debentures are in certificate form, surrender to the Conversion Agent the Debentures to be converted, duly endorsed or assigned to the Company or in blank. In addition, a Holder of Trust PIERS may exercise its right under the Trust Agreement to exchange such Trust PIERS for Debentures which shall be converted into cash and, if applicable, Common Stock by delivering to the Conversion Agent an irrevocable Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust PIERS for a Like Amount of the Debentures held by the Trust (at an exchange rate of $50 principal amount of Debentures for each Trust PIERS), and (ii) to immediately convert such Debentures, on behalf of such Holder, into cash and, if applicable, Common Stock pursuant to Article VII of the Third Supplemental Indenture and, if such Trust PIERS are in certificate form, surrendering such Trust PIERS, duly endorsed or assigned to the Company or in blank.

(d) Any Debenture or portion thereof surrendered for conversion during the period from the close of business on the record date for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date shall (unless such Debenture or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such record date to the close of business on the Business Day next preceding the following Interest Payment Date) be accompanied by payment (the “Interest Payment Reimbursement”), in New York Clearing House funds or other funds acceptable to the Company, of an amount equal to the interest, including contingent interest,

A-9

if any, otherwise payable on such Interest Payment Date on the principal amount being converted. Notwithstanding the immediately preceding sentence, if (i) notice of redemption of Debentures is mailed or otherwise given to Holders and the related Redemption Date occurs during the period from the close of business on the record date for any Interest Payment Date to the close of business on the Business Day next preceding the following Interest Payment Date, and Debentures or any portion thereof are surrendered for conversion after such record date but prior to such Redemption Date, then the Holder surrendering such Debentures or portion thereof shall not be required to pay the Interest Payment Reimbursement, and (ii) during an Extension Period a notice of redemption of Debentures is mailed or otherwise given to Holders and Debentures or any portion thereof are surrendered for conversion after such notice but prior to the relevant Redemption Date, then the Holder surrendering such Debentures or portion thereof shall not be required to pay the Interest Payment Reimbursement and shall be entitled to receive payment of all accrued but unpaid interest, including contingent interest, if any, on such Debentures through the date of conversion on the Redemption Date. Except as otherwise set forth above in this paragraph, in the case of any Debenture which is converted, interest or contingent interest which is payable after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest or contingent interest on the Debentures being converted. which shall be deemed to be paid in full. Except as provided above in this paragraph, no payment or other adjustment shall be made for interest or contingent interest accrued on any Debenture converted or for dividends on any shares issued upon the conversion of such Debenture.

(e) No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon conversion of Debentures. If more than one Debenture shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion, if any, shall be computed on the basis of the aggregate principal amount of the Debentures (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Debenture or Debentures, the Company shall make an adjustment and payment therefor in cash at the Applicable Stock Price thereof to the Holder of Debentures.

4. Acceleration. In case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Debentures may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

5. Amendment, Supplement and Waiver. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of a majority in aggregate principal amount of the Debentures at the time outstanding, as defined in the Indenture, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the

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Indenture or of modifying in any manner the rights of the Holders of the Debentures; provided, however, that no such supplemental indenture shall, without the consent of each Holder of Debentures then outstanding and affected thereby, (i) change the Stated Maturity of any Debenture, or reduce the principal amount of, or any installment of principal of or rate of interest on, the Debentures or any premium payable upon redemption thereof; (ii) reduce the rate or extend the time of payment of interest; (iii) modify any of the provisions of Article VI of the Indenture relating to waiver of past defaults and rights of Holders to receive payment or modify any of the foregoing provisions except to increase the percentage Debentures required for such actions to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holders affected thereby; (iv) make the principal of, or interest payment on, the Debentures payable in any coin or currency other than that provided in the Indenture; (v) change the place of payment where the Debentures or any interest payment thereon is payable; (vi) impair or affect the right of any Holder of Debentures to institute suit for the payment of the Debentures as provided in the Indenture; (vii) reduce the percentage of the principal amount of the Debentures required to consent to modify or amend the Indenture or for any waiver of compliance with provisions of the Indenture as stated in the Indenture or for waiver of Defaults as stated in the Indenture. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Debentures at the time outstanding, on behalf of all of the Holders of the Debentures, to waive any past Default or Event of Default and its consequences, except a Default in the payment of the principal of or premium, if any, or interest on any of the Debentures. Any such consent or waiver by the holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Debenture and of any Debenture issued in exchange herefor or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Debenture.

6. No Impairment. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest, including contingent interest, if any, on this Debenture at the time and place and at the rate and in the money herein prescribed.

7. Extension of Interest Payment Period. So long as the Company is not in Default in the payment of interest, including contingent interest, if any, on the Debentures, the Company shall have the right, at any time and from time to time during the term of the Debentures, to defer payments of interest, other than contingent interest, by extending the interest payment period of such Debentures for a period not exceeding 20 consecutive quarterly periods, including the first such quarterly period during such extension period (an “Extension Period”), during which Extension Period no interest (other than contingent interest) shall be due and payable; provided, that no Extension Period shall extend beyond the Stated Maturity or, with respect to any Debentures called for redemption, the Redemption Date with respect to such Debentures. To the extent permitted by applicable law, interest, the payment of which has been deferred because of the extension of the interest payment period pursuant to Section 6.01 of the Third Supplemental Indenture, will bear interest thereon at the Coupon Rate compounded

A-11

quarterly for each quarterly period of the Extension Period (“Compounded Interest”). At the end of the Extension Period, which is an Interest Payment Date, the Company shall pay all interest accrued and unpaid on the Debentures (together, “Deferred Interest”) that shall be payable to Holders on the Regular Record Date immediately preceding the end of the Extension Period. Before the termination of any Extension Period, the Company may further defer payments of interest (other than contingent interest) by further extending such period, provided that such period, together with all such previous and further extensions within such Extension Period, shall not exceed 20 consecutive quarterly periods, including the first such quarterly period during such Extension Period, or extend beyond the Stated Maturity of the Debentures or, with respect to any Debentures called for redemption, the Redemption Date with respect to such Debentures. If any Extension Period ends on a day that is not an Interest Payment Date, then on or prior to the last day of such Extension Period, the Company shall deposit with the Trustee the full amount of unpaid interest that has accrued on the Debentures through the last Interest Payment Date that falls prior to the last day of the Extension Period, and on the Interest Payment Date following the last day of the Extension Period, all unpaid interest accrued on the Debentures through that following Interest Payment Date will be due and payable unless the Company further extends the Extension Period to a later date, in which case the amounts deposited with the Trustee shall be returned to the Company. Upon the termination of any Extension Period and the payment of all Deferred Interest then due, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest (other than contingent interest) shall be due and payable during an Extension Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during an Extension Period. The payment of contingent interest may not, under any circumstances, be subject to an Extension Period.

8. Restrictions on Certain Payments. The Company will not and will not permit any of its Subsidiaries to,

(a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the capital stock of the Company, other than: (i) purchases of the capital stock of the Company in connection with employee, director or agent benefit plans or under any dividend reinvestment or stock purchase plan; (ii) in connection with the reclassifications of any class or series of the Company’s capital stock, or the exchange or conversion of one class or series of the Company’s capital stock for or into another class or series of its capital stock; (iii) the payment of any dividend within 60 days after the date of declaration of such dividend if, at the date of declaration, (1) if paid on such declaration date the payment of such dividend would not have been prohibited by an election to defer interest payments under Section 6.01 of the Third Supplemental Indenture and (2) the declaration was in accordance with the Company’s dividend policy in effect immediately prior to its declaration of such dividend; (iv) the purchase of fractional interests in shares of the Company’s capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged; (v) dividends or distributions payable in the Company’s capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of

A-12

capital stock solely from the issuance or exchange of capital stock; (vi) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant to any such shareholders’ rights plan; (vii) the purchase of the Company’s Common Stock, or securities convertible or exercisable for the Company’s Common Stock, in satisfaction of the Company’s obligations under an acquisition transaction that the Company has entered into prior to the beginning of an Extension Period, in an amount not greater than $10 million in the aggregate in any given Extension Period; or (viii) repurchases of the Company’s Common Stock in connection with acquisitions of businesses made by the Company or any of its Subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses);

(b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including other junior subordinated debentures) issued by the Company that is expressed to rank pari passu with or junior or subordinated to the Debentures, in each case other than through the issuance or exchange of debt securities that is expressed to rank pari passu with or junior or subordinated to the Debentures; or

(c) make any guarantee payments with respect to any guarantee by the Company of the debt securities (including other guarantees) of any of its Subsidiaries, if such guarantee is expressed to rank pari passu with or junior or subordinated in interest to the Debentures, other than payments under the Trust PIERS Guarantee or any other similar guarantee in respect of future issuances of Trust PIERS or any other trust preferred securities;

if at such time (i) an event has occurred that with the giving of notice or the lapse of time, or both, would constitute an Event of Default and the Company has not taken reasonable steps to cure such event, (ii) the Company shall be in default with respect to its payment obligations under the Trust PIERS Guarantee or (iii) the Company shall have given notice of its intention to begin an Extension Period pursuant to Section 6.01 of the Third Supplemental Indenture and has not rescinded the notice, or any such Extension Period shall have commenced and be continuing.

9. Liquidation of Trust. The Company will have the right at any time to liquidate the Trust and cause the Debentures to be distributed to the holders of the Trust Securities in liquidation of the Trust.

10. Denominations, Transfer and Exchange. The Debentures are issuable only in registered form without interest coupons in minimum denominations of $50 and any integral multiple thereof. As provided in the Indenture and subject to the transfer restrictions limitations as may be contained herein and therein from time to time, this Debenture is transferable by the Holder hereof, upon surrender of this Debenture for registration of transfer at the office or agency of the Company in New York, New York accompanied by a written instrument or instruments of transfer in form satisfactory to the

A-13

Company and the Registrar duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debentures of authorized denominations and for the same aggregate principal amount and series will be issued to the designated transferee or transferees. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in relation thereto.

11. Persons Deemed Owners. Prior to due presentment for registration of transfer of this Debenture, the Company, the Trustee, any authenticating agent, any paying agent, any transfer agent and the registrar may treat the Holder hereof as the owner hereof (whether or not this Debenture shall be overdue) for the purpose of receiving payment of principal of and account of the principal hereof and premium, if any, and (subject to the Indenture) interest, including contingent interest, if any, due hereon and for all other purposes, and neither the Company nor the Trustee nor any authenticating agent nor any paying agent nor any transfer agent nor any registrar shall be affected by any notice to the contrary.

12. 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.

13. Indenture; Trust Indenture Act of 1939. The terms of this Debenture include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended by the Trust Indenture Reform Act of 1990, as in effect on the date hereof or, from and after the date that the Indenture shall be qualified thereunder, as in effect on such date. This Debenture is subject to all such terms, and the Holder of this Debenture is referred to the Indenture and said Act for a statement of them. In the case of any conflict between the provisions of this Debenture and the Indenture, the provisions of the Indenture shall control. The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: Omnicare, Inc., 100 RiverCenter Boulevard, Covington, Kentucky 41011, Attention: General Counsel.

14. Abbreviations and Definitions. 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. Governing Law. THE INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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CONVERSION REQUEST

To: Omnicare, Inc.

The undersigned owner of these Debentures hereby irrevocably exercises the option to convert these Debentures, or the portion below designated, into cash and, if applicable, Common Stock (as such term is defined in the Indenture, dated as of June 13, 2003, as supplemented by the Third Supplemental Indenture, dated as of March     , 2005 between Omnicare, Inc. and SunTrust Bank, as Trustee (the “Indenture”) in accordance with the terms of the Indenture).

The undersigned does also hereby direct the Conversion Agent to wire transfer in immediately available funds the cash amount and any cash in lieu of fractional shares together with shares, if any, the cash and, if applicable, shares issuable and deliverable upon conversion, to the account of the DTC participant identified below, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

Date:                                  Principal Amount of Debentures to be converted:                                     

If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons.

(Sign exactly as your name appears on the other side of this certificate) (for conversion of definitive Debentures only)

DTC Participant No.:                        

Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number.

Signature Guarantee*:

* (Signature must be guaranteed by an “eligible guarantor institution” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the securities with the Securities Exchange Act of 1934, as amended).

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers $                     principal amount of this 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 Debenture 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 Certificate)

Signature Guarantee*:                                                      

* (Signature must be guaranteed by an “eligible guarantor institution” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended).

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EX-4.10

EXHIBIT 4.10

EXECUTION VERSION

OMNICARE CAPITAL TRUST II

AMENDED AND RESTATED

TRUST AGREEMENT

among

OMNICARE, INC., as Depositor,

JPMorgan Chase Bank, N.A., as Property Trustee,

Chase Manhattan Bank USA, National Association,

as Delaware Trustee,

and

David W. Froesel, Jr. and Thomas Marsh,

as Administrative Trustees

Dated as of March 8, 2005

OMNICARE CAPITAL TRUST II

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)
	(a)(3)	8.09
	(a)(4)	Not Applicable
	(b)	8.08
Section 311	(a)	8.13
	(b)	8.13
Section 312	(a)	5.08
	(b)	5.08
	(c)	5.08
Section 313	(a)	8.14(a)
	(b)	8.14(b)
	(c)	8.14(c)
	(d)	8.14(c)
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
	(c)	8.01(a)
	(d)	8.01, 8.03
	(e)	Not Applicable
Section 316	(a)	Not Applicable
	(a)(1)(A)	8.20
	(a)(1)(B)	6.01(b)
	(a)(2)	Not Applicable
	(b)	Not Applicable
	(c)	Not Applicable
Section 317	(a)(1)	Not Applicable
	(a)(2)	Not Applicable
	(b)	5.10
Section 318	(a)	10.08(c)

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	11
SECTION 2.03	Initial Contribution of Trust Property; Organizational Expenses	11
SECTION 2.04	Issuance of the Trust PIERS; Receipt of Convertible Debentures	11
SECTION 2.05	Issuance of the Common Securities	11
SECTION 2.06	Declaration of Trust	11
SECTION 2.07	Authorization to Enter into Certain Transactions	12
SECTION 2.08	Assets of Trust	15
SECTION 2.09	Title to Trust Property	15
ARTICLE III PAYMENT ACCOUNT		16
SECTION 3.01	Payment Account	16
ARTICLE IV DISTRIBUTIONS; REDEMPTION; CONVERSION; EXCHANGE		16
SECTION 4.01	Distributions	16
SECTION 4.02	Redemption	17
SECTION 4.03	Conversion	19
SECTION 4.04	Offer to Repurchase Upon Change of Control	22
SECTION 4.05	Subordination of Common Securities	23
SECTION 4.06	Payment Procedures	23
SECTION 4.07	Tax Returns and Reports	23
SECTION 4.08	[Reserved]	23
SECTION 4.09	Payments under the Indenture	24
SECTION 4.10	Exchange of Trust PIERS	24
ARTICLE V TRUST SECURITIES CERTIFICATES		25
SECTION 5.01	Initial Ownership	25
SECTION 5.02	The Trust Securities Certificates	25
SECTION 5.03	Execution, Authentication and Delivery of Trust Securities Certificates	25
SECTION 5.04	Registration of Transfer and Exchange of Trust PIERS Certificates	25
SECTION 5.05	Book-Entry PIERS Certificate	26
SECTION 5.06	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates	27
SECTION 5.07	Persons Deemed Holders	27
SECTION 5.08	Access to List of Holders’ Names and Addresses	27
SECTION 5.09	Maintenance of Office or Agency	28
SECTION 5.10	Appointment of Paying Agent	28
SECTION 5.11	Appointment of Conversion Agent	28
SECTION 5.12	Ownership of Common Securities by Depositor	29
SECTION 5.13	Book-Entry Trust PIERS Certificates; Common Securities Certificate	29
SECTION 5.14	Notices to Clearing Agency	30
SECTION 5.15	Definitive Trust PIERS Certificates	30

i

SECTION 5.16	Rights of Holders	30
ARTICLE VI ACTS OF HOLDERS OF TRUST PIERS; VOTING		30
SECTION 6.01	Limitations on Voting Rights	30
SECTION 6.02	Voting Rights	32
SECTION 6.03	Holder Action by Written Consent	32
SECTION 6.04	Record Date for Voting and Other Purposes	32
SECTION 6.05	Acts of Holders	32
SECTION 6.06	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	34
ARTICLE VIII THE TRUSTEES		35
SECTION 8.01	Certain Duties and Responsibilities	35
SECTION 8.02	Certain Notices	36
SECTION 8.03	Certain Rights of Property Trustee	37
SECTION 8.04	Not Responsible for Recitals or Issuance of Securities	38
SECTION 8.05	May Hold Securities	39
SECTION 8.06	Compensation; Fees; Indemnity	39
SECTION 8.07	Trustees Required; Eligibility	39
SECTION 8.08	Conflicting Interests	40
SECTION 8.09	Co-Trustees and Separate Trustee	40
SECTION 8.10	Resignation and Removal; Appointment of Successor	41
SECTION 8.11	Acceptance of Appointment by Successor	42
SECTION 8.12	Merger, Conversion, Consolidation or Succession to Business	42
SECTION 8.13	Preferential Collection of Claims Against Depositor or Trust	43
SECTION 8.14	Reports by Property Trustee	43
SECTION 8.15	Reports to the Property Trustee	43
SECTION 8.16	Evidence of Compliance with Conditions Precedent	43
SECTION 8.17	Number of Trustees	43
SECTION 8.18	Delegation of Power	44
SECTION 8.19	Voting	44
SECTION 8.20	Enforcement of Rights of Property Trustee by Holders	44
ARTICLE IX TERMINATION, LIQUIDATION AND MERGER		45
SECTION 9.01	Termination Upon Expiration Date	45
SECTION 9.02	Early Termination	45
SECTION 9.03	Termination	45
SECTION 9.04	Certificate of Cancellation	45
SECTION 9.05	Liquidation	45
SECTION 9.06	Mergers and Consolidations of the Trust	47
SECTION 9.07	Notification	47
ARTICLE X MISCELLANEOUS PROVISIONS		48
SECTION 10.01	Limitation of Rights of Holders	48
SECTION 10.02	Amendment	48

ii

SECTION 10.03	Separability	49
SECTION 10.04	Governing Law	49
SECTION 10.05	Successors	49
SECTION 10.06	Headings	49
SECTION 10.07	Notice and Demand	49
SECTION 10.08	Conflict with Trust Indenture Act	50

EXHIBIT A	Form of Common Securities Certificate
EXHIBIT B	Form of Expense Agreement
EXHIBIT C	Form of Trust PIERS Certificate

iii

AMENDED AND RESTATED TRUST AGREEMENT

THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of March 8, 2005, by and among (i) Omnicare, Inc., a Delaware corporation (the “Depositor” or the “Company”), (ii) JPMorgan Chase Bank, N.A., 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 Property Trustee, the “Bank”), (iii) Chase Manhattan Bank USA, National Association, as Delaware trustee (the “Delaware Trustee” and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the “Delaware Bank”), (iv) David W. Froesel, Jr., an individual, and Thomas Marsh, 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 February 7, 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 February 7, 2003;

WHEREAS, Thomas Marsh, an individual, was added as administrative trustee of the Trust pursuant to a written instrument executed by the Company and dated March 2, 2005; 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, as Property Trustee, (ii) the addition of David W. Froesel, Jr., an individual, as administrative trustee of the Trust, (iii) the receipt by the Trust of the Convertible Debentures, (iv) the issuance of the Common Securities by the Trust to the Depositor and (v) the issuance of the Trust PIERS by the Trust.

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 Holders, 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 6.05.

“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.

“Applicable Procedures” has the meaning specified in Section 5.05(c).

“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 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.

“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 Trust PIERS Certificate” means a certificate representing Trust PIERS issued in global, fully registered form to the Clearing Agency as described in Section 5.13.

2

“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 February 26, 1993, relating to the Trust PIERS Certificates, as the same may be amended and supplemented from time to time.

“Change of Control” means when any of the following has occurred:

(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Depositor and its subsidiaries taken as a whole to any Person other than any transaction:

(i) that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Depositor’s capital stock; and

(ii) pursuant to which holders of the Depositor’s capital stock entitled to vote generally in elections of directors immediately prior to such transaction are entitled to exercise, directly or indirectly, 50% or more of the total voting power of all shares of the Depositor’s capital stock entitled to vote generally in elections of directors of the continuing or surviving person immediately after giving effect to such transaction;

(b) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person, other than one or more Principals and their Related Parties, becomes the beneficial owner, directly or indirectly, of more than 50% of the voting stock the Depositor is entitled at the time to vote in elections of directors of the Depositor, measured by voting power rather than number of shares; or

(c) the first day on which a majority of the members of the board of directors of the Depositor are not Continuing Directors.

However, a Change of Control will not be deemed to have occurred if:

(x) the closing sale price per share of the Depositor’s common stock for any five full Trading Days within the period of ten consecutive Trading Days ending immediately after the later of the Change of Control or the public announcement of the Change of Control, in the case of a Change of Control under clause (a) of this definition, or the period of ten consecutive full Trading Days ending immediately before the Change of Control, in the case of a Change of Control under clause (c) of this definition above, equals or exceeds 110% of the Conversion Price per share of common stock in effect on each of those Trading Days (as adjusted); or

(y) at least 90% of the consideration (excluding cash payments or fractional shares and dissenters’ appraisal rights) in the transaction or transactions constituting a Change of Control consists of shares of common stock traded or to be traded immediately following such Change of Control on a national securities exchange or the Nasdaq National Market and, as a result of such transaction or transactions, the Trust PIERS become convertible into such Common Stock (and any rights attached thereto).

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“Change of Control Offer” has the meaning specified in Section 4.04(b).

“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.

“Closing Sale Price” means the closing sale price per share of Common Stock or per Trust PIERS, as the case may be, (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the Common Stock or Trust PIERS, as applicable, is traded or, if the Common Stock or Trust PIERS, as applicable, is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market.

If the Common Stock or Trust PIERS, as applicable, is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the “Closing Sale Price” shall mean the last quoted bid price for the Common Stock or Trust PIERS, as applicable, in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization.

If the Common Stock or Trust PIERS, as applicable, is not so quoted, the “Closing Sale Price” will be the average of the mid-point of the last bid and ask prices for the Common Stock or Trust PIERS, as applicable, on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“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 Stock” means the common stock, par value $1 per share, of the Depositor.

“Common Security” means an undivided beneficial ownership interest in the assets of the Trust having a Liquidation Amount of $50 and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions, Contingent Distributions and a Liquidation Distribution as provided herein.

“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.

“Contingent Distribution” has the meaning specified in Section 4.01(b).

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“Continuing Director” means, as of any date of determination, any member of the board of directors of the Depositor who:

(a) was a member of the Depositor’s Board of Directors on June 13, 2003; or

(b) was nominated for election or elected to the Depositor’s Board of Directors with the approval of a majority of the continuing directors who were members of the Board at the time of a new director’s nomination or election.

“Conversion Agent” has the meaning specified in Section 4.03(d).

“Conversion Date” has the meaning specified in Section 4.03.

“Conversion Ratio” has the meaning specified in Section 4.03(a).

“Conversion Request” has the meaning specified in Section 4.03(b).

“Convertible Debentures” means $344,089,650 aggregate principal amount of the Depositor’s Series B 4.00% Junior Subordinated Convertible Debentures due 2033, issued pursuant to the Subordinated Indenture.

“Corporate Trust Office” means the office of the Property Trustee at which at any time its corporate trust business shall be principally administered, which office at the date hereof is located at 4 New York Plaza, 15th Floor, New York, New York, Attention: Institutional Trust Services, or such other address as the Property Trustee may designate to the Trust.

“Definitive Trust PIERS Certificates” means either or both (as the context requires) of (i) Trust PIERS Certificates issued in certificated, fully registered form as provided in Section 5.13(a) and (ii) Trust PIERS Certificates issued in certificated, fully registered form as provided in Section 5.15.

“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).

“Distribution Reimbursement” has the meaning specified in Section 4.03(c).

“Distributions” means amounts payable in respect of the Trust Securities as provided in Section 4.01.

“DTC” means The Depository Trust Company.

“Event of Default” has the meaning provided in the Subordinated Indenture.

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“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 6.01 of the Third Supplemental Indenture.

“Guarantee” means the Guarantee Agreement executed and delivered by the Company and JPMorgan Chase Bank, as Guarantee Trustee, contemporaneously with the execution and delivery of this Trust Agreement, for the benefit of the Holders of the Trust PIERS, as amended from time to time.

“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.

“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 and the Depositor of an opinion of independent securities counsel experienced in such matters, to the effect that, as a result of the occurrence of an amendment to or change (including any announced prospective change) in any law or regulations of the United States or any rules, guidelines or policies of any applicable regulatory agency or authority; or any official administrative written 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, the Trust is, or within 90 days of the date of the opinion will be, considered an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended.

“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 Convertible Debentures 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) Convertible Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Convertible Debentures are distributed.

“Liquidation Amount” means the stated amount of $50 per Trust Security.

“Liquidation Date” means the date on which Convertible Debentures 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 9.05(f).

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“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.

“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 Trust PIERS, means, as of the date of determination, all Trust PIERS theretofore delivered under this Trust Agreement, except:

(i) Trust PIERS theretofore canceled by the Administrative Trustees or delivered to the Administrative Trustees for cancellation;

(ii) Trust PIERS 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 Trust PIERS; provided that if such Trust PIERS are to be redeemed, notice of such redemption has been duly given pursuant to this Trust Agreement; and

(iii) Trust PIERS in exchange for or in lieu of which other Trust PIERS have been delivered pursuant to this Trust Agreement;

provided, however, that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Trust PIERS have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Trust PIERS 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 Trust PIERS which such Trustee actually knows to be so owned shall be so disregarded and (b) the foregoing shall not apply at any time when all of the outstanding Trust PIERS are owned by the Depositor, the Holder of the Common Securities, one or more Trustees and/or any such Affiliate. Trust PIERS so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the

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Administrative Trustees the pledgee’s right so to act with respect to such Trust PIERS 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 Trust PIERS 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 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 5.10 and shall initially be the Property Trustee.

“Payment Account” means a segregated non-interest-bearing corporate trust account maintained by the Property Trustee for the benefit of the Holders in which all amounts paid in respect of the Convertible Debentures will be held and from which the Property Trustee shall make payments to the Holders 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.

“Principal” means Joel Gemunder, an entity controlled by Joel Gemunder and/or a trust for his benefit or any employee benefit plan of the Depositor (including plans for the benefit of employees of its subsidiaries).

“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, including Contingent Distributions, to such date.

“Related Party” means:

(a) any controlling stockholder, 80% (or more) owned subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(b) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in clause (a) of this definition.

“Relevant Trustee” shall have the meaning specified in Section 8.10.

“Responsible Officer” means, when used with respect to the Property Trustee, any officer of the Property Trustee within the Institutional Trust Services – Conventional Debt Unit (or any successor unit,

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department or division of the Property Trustee) located at the Corporate Trust Office of the Property Trustee who has direct responsibility for the administration of this Trust Agreement and for the purposes of Section 8.01(c)(i) also means, with respect to a particular corporate trust matter, any other officer, trust officer or person to whom such matter is referred because of his or her knowledge of and familiarity of the particular subject.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Register” has the meaning specified in Section 5.04.

“Securities Registrar” has the meaning specified in Section 5.04.

“Special Event” means a Tax Event or an Investment Company Event.

“Subordinated Indenture” means the Convertible Debentures Indenture, dated as of June 13, 2003, between the Depositor and the Indenture Trustee, as supplemented by that certain Third Supplemental Indenture, dated as of March 8, 2005, between the Depositor and the Indenture Trustee.

“Tax Event” means the receipt by the Trust and the Depositor of an independent opinion of independent tax counsel experienced in such matters, 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 June 13, 2003, 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 Convertible Debentures, (ii) interest payable by the Company on the Convertible Debentures 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.

“Trading Day” shall mean (x) if the applicable security is listed or admitted for trading on the New York Stock Exchange or another national security exchange, a day on which the New York Stock Exchange or another national security exchange is open for business or (y) if the applicable security is quoted on the Nasdaq National Market, a day on which trades may be made on thereon or (z) if the applicable security is not so listed, admitted for trading or quoted, any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

“Trading Price” of the Trust PIERS on any date means the Closing Sale Price per Trust PIERS (or if no Closing Sale Price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions by the principal U.S. securities exchange on which the Trust PIERS are traded or, if the Trust PIERS are not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market.

If the Trust PIERS are not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the “trading price” will be the last quoted bid price for Trust PIERS in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization.

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If the Trust PIERS are not so quoted, the “trading price” will be the average of the mid-point of the last bid and ask prices for Trust PIERS on the relevant date from each of at least three nationally recognized independent investment banking firms selected by Omnicare for this purpose.

“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.

“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 PIERS” means an undivided beneficial ownership interest in the assets of the Trust having a Liquidation Amount of $50 and having rights provided therefor in this Trust Agreement, including the right to receive Distributions, including Contingent Distributions, and a Liquidation Distribution as provided herein.

“Trust PIERS Certificate” means a certificate evidencing ownership of a Trust PIERS or Securities, substantially in the form attached as Exhibit C.

“Trust Property” means (i) the Convertible Debentures, (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 Trust PIERS Certificates.

“Trust Security” means any one of the Common Securities or the Trust PIERS.

ARTICLE II

ESTABLISHMENT OF THE TRUST

SECTION 2.01 Name. The Trust continued hereby shall be known as “Omnicare Capital Trust II,” 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.

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SECTION 2.02 Offices of the Trustees; Principal Place of Business. The address of the Property Trustee is JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New York 10004, Attn: Institutional Trust Services, or at such other address as the Property Trustee may designate by written notice to the Holders and the Depositor. The principal place of business of the Delaware Trustee is c/o Chase Manhattan Bank USA, National Association, 500 Stanton Christiana Road, Building 4 (3rd Floor), Newark, Delaware 19713, Attn: Institutional Trust Services, 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 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 Trust PIERS; Receipt of Convertible Debentures. Contemporaneously with the execution and delivery of this Trust Agreement, the Administrative Trustees, on behalf of the Trust, shall execute in accordance with Section 5.02 and deliver a Book-Entry Trust PIERS Certificate registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of 6,675,339 Trust PIERS having an aggregate Liquidation Amount of $333,766,950, against receipt from the Depositor of Convertible Debentures, registered in the name of the Property Trustee, having an aggregate principal amount of $344,089,650. The Administrative Trustees shall promptly deliver the Convertible Debentures to the Property Trustee.

SECTION 2.05 Issuance of the Common Securities. Contemporaneously with the execution and delivery of this Trust Agreement, the Administrative Trustees, on behalf of the Trust, shall execute in accordance with Section 5.03 and deliver to the Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount of 206,454 Common Securities having an aggregate Liquidation Amount of $10,322,700 (such amount to be equal to approximately 3% of the total capital of the Trust), against receipt from the Depositor of the Convertible Debentures having a proportional amount of the aggregate Liquidation Amount of such Common Securities.

SECTION 2.06 Declaration of Trust. The exclusive purposes and functions of the Trust are (i) to issue the Trust Securities in consideration for receipt of the Convertible Debentures, and (ii) to engage in those activities necessary, incidental, appropriate or convenient thereto. The Depositor hereby appoints the 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 Holders. The Administrative 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.

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SECTION 2.07 Authorization to Enter into Certain Transactions.

(a) 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 (b) of this Section and Article VIII, and in accordance with the following paragraphs (i) and (ii), 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:

(i) 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:

(A) to receive the Convertible Debentures; provided, however, the Administrative Trustees shall cause legal title to all of the Convertible Debentures to be vested in, and the Convertible Debentures to be held of record in the name of, the Property Trustee for the benefit of the Trust and Holders of the Trust Securities;

(B) 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;

(C) 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 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;

(D) 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;

(E) to issue the Trust Securities;

(F) 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;

(G) to assist in the registration of the Trust PIERS under the Securities Act and under state securities or blue sky laws, and the qualification of this Trust Agreement as a trust indenture under the Trust Indenture Act;

(H) to assist in the registration or listing of the Trust PIERS with DTC or upon such securities exchange or exchanges as shall be determined by the Depositor and the registration of the Trust PIERS under the Exchange Act, and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing;

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(I) to send notices (other than notices of default) and other information regarding the Trust Securities and the Convertible Debentures to the Holders in accordance with this Trust Agreement;

(J) to appoint a Paying Agent (subject to Section 5.10), Conversion Agent, authenticating agent and Securities Registrar in accordance with this Trust Agreement;

(K) 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

(L) 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 Holders (without consideration of the effect of any such action on any particular Holder).

(ii) 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 ministerial matters:

(A) the establishment and maintenance of the Payment Account;

(B) the receipt of and holding of legal title to the Convertible Debentures as described herein and registration of transfers of the Trust Securities in accordance with this Trust Agreement;

(C) the deposit of interest, principal and any other payments made in respect of the Convertible Debentures in the Payment Account;

(D) the distribution of amounts owed to the Holders in respect of the Trust Securities in accordance with the terms of this Trust Agreement;

(E) the sending of notices of default and other information regarding the Trust Securities and the Convertible Debentures to the Holders in accordance with this Trust Agreement;

(F) the distribution of the Trust Property in accordance with the terms of this Trust Agreement;

(G) exercise all of the rights, powers and privileges of a holder of the Convertible Debentures under the Subordinated Indenture as and to the extent specifically required by, and subject to, the terms of this Trust Agreement;

(H) upon notice of Distribution or Contingent 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 or Contingent Distribution pursuant to terms of this Trust Agreement of Convertible Debentures to Holders of Trust Securities;

(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 Convertible Debentures are redeemed or mature;

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(J) after an Event of Default, the taking of any action incidental to the foregoing as the Property Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder);

(K) 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;

(L) 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;

(M) take all actions and perform such duties as may be specifically required of the Property Trustee pursuant to the terms of this Trust Agreement;

(N) the taking of any ministerial 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 Holders (without consideration of the effect of any such action on any particular Holder); and

(O) except as may otherwise be provided in this Section 2.07(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 2.07(a)(i) hereof.

(b) 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 in their capacities as such shall not (i) acquire any investments or engage in any activities not authorized 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 Holders, 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 Holders of Trust PIERS. 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 Holders in their capacity as Holders.

(c) In connection with the issuance of the Trust PIERS, 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 and to execute on behalf of the Trust, a registration statement on the appropriate form, in relation to the Trust PIERS, the Convertible Debentures, and the Guarantee, including any amendments thereto and one or more related prospectus supplements;

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(ii) to determine the states in which to take appropriate action to qualify or register for sale all or part of the Trust PIERS 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 Trust PIERS and to file or cause an Administrative Trustee to file thereafter with such exchange or organization such notification and documents as may be necessary from time to time;

(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 Trust PIERS under Section 12(b) of the Exchange Act, including any amendments thereto;

(v) to prepare for filing by the Trust with the Commission and to execute on behalf of the Trust a Schedule TO in connection with the Depositor’s offer to exchange the Trust PIERS for any and all of the outstanding Trust Preferred Income Equity Redeemable Securities of Omnicare Capital Trust I, a Delaware statutory trust; and

(vi) any other actions necessary, incidental, appropriate or convenient to carry out any of the foregoing activities.

(d) 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 Convertible Debentures 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 Trust PIERS.

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 Holders and the Trust in accordance with this Trust Agreement. The right, title and interest of the Property Trustee to the Convertible Debentures 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.

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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 Holders 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 (including contingent interest) on, and any other payments or proceeds with respect to, the Convertible Debentures. Amounts held in the Payment Account shall not be invested by the Property Trustee pending distribution thereof.

ARTICLE IV

DISTRIBUTIONS; REDEMPTION; CONVERSION; EXCHANGE

SECTION 4.01 Distributions.

(a) The Trust Securities represent undivided beneficial interests in the Trust Property. Distributions payable on the Trust Securities shall be fixed at a rate of 4% per annum of the Liquidation Amount of the Trust Securities. Distributions on the Trust Securities shall be cumulative and shall accumulate whether or not there are funds of the Trust available for the payment of Distributions. Distributions shall accumulate from December 15, 2004 and, except in the event that the Depositor exercises its right to an Extension Period, shall be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2005. 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) During any quarterly period from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the quarterly period beginning June 15, 2009, the Trust will also pay contingent distributions (“Contingent Distributions”) of 0.125% of the average of the Trading Price of the Trust PIERS if the average of such Trading Prices for the five consecutive Trading Days ending on the second Trading Day preceding such quarterly period equals 115% or more of the stated liquidation amount of the Trust PIERS.

(c) Distributions and Contingent Distributions on the Trust Securities shall be made and shall be deemed payable on each Distribution Date only to the extent that payments are made in respect of the Convertible Debentures held by the Property Trustee and to the extent that the Trust has legally and immediately available funds in the Payment Account for the payment of such Distributions and Contingent Distributions.

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(d) The amount of Distributions, including Contingent Distributions, payable for any full quarterly period shall be computed on the basis of twelve 30-day months and a 360-day year; and any period shorter than a full quarterly period will be computed on the basis of a 30-day month; and for any period less than a full calendar month, the number of days elapsed in such month. Distributions, including Contingent 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 Trust PIERS are represented by Book-Entry Trust PIERS Certificates or (ii) if the Trust PIERS do not remain in book-entry form and the Convertible Debentures are not in the form of a global certificate, the Depositor will have the right to select record dates, which must be at least one Business Day before an interest payment date on the Convertible Debentures. Distributions, including Contingent Distributions, payable on any Trust Securities that are not punctually paid on any Distribution Date (excluding Distributions that are subject to an Extension Period) will cease to be payable to the person in whose name such Trust Securities are registered on the original record date, and such defaulted Distribution will instead be payable to the person in whose name such Trust Securities are registered on the special record date to be fixed by the Company for the payment of such defaulted Distribution, provided that no special record date shall be less than 10 days prior to the related payment date for such defaulted Distribution or may be paid at any time in any other lawful manner deemed practicable by the Trustee after notice thereof by the Company to the Trustee.

(e) If the Company exercises its rights to an Extension Period with respect to the Convertible Debentures, Distributions (other than Contingent Distributions) on the Trust PIERS shall be deferred for a period equal to the Extension Period. The payment of Contingent Distributions may not, under any circumstances, be subject to an Extension Period.

(f) Interest, including contingent interest, on the Convertible Debentures not paid on the scheduled payment date will accrue and compound quarterly, to the extent permitted by law, at the applicable interest rate, and, as a result, Distributions and Contingent Distributions on the Trust PIERS will accumulate and compound quarterly, to the extent permitted by law, at the applicable Distribution rate.

SECTION 4.02 Redemption.

(a) On each Redemption Date with respect to the Convertible Debentures, whether at the stated maturity of the Convertible Debentures or upon earlier redemption as provided in the Convertible Debentures 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. Trust Securities shall not be redeemed unless a Like Amount of Convertible Debentures are contemporaneously redeemed in accordance with the Subordinated Indenture. Any notice of redemption will be irrevocable.

(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. Notwithstanding the foregoing, the Holders of at least a majority in aggregate Liquidation Amount of the Trust PIERS may agree to reduce the notice period to not less than five days pursuant to Section 10.02(c) hereof. All notices of redemption shall state:

(A) the Redemption Date;

(B) the Redemption Price;

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(C) the CUSIP number;

(D) if less than all the Outstanding Trust Securities are to be redeemed, the identification and total Liquidation Amount of the Trust Securities to be redeemed;

(E) 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, except as provided in Section 4.02(d);

(F) the place where the Trust Securities are to be surrendered for the payment of the Redemption Price; and

(G) the matters set forth in Section 4.03 of the Second Supplemental Indenture to the Subordinated Indenture.

The Trust in issuing the Trust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property 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 Trust Securities or as contained in any notice of a redemption and related materials.

(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption of Convertible Debentures. 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 Trust PIERS, then, by 12:00 noon New York time, on the Redemption Date, to the extent funds are legally available, the Property Trustee will, so long as the Trust PIERS are in book-entry only form, irrevocably deposit with the Clearing Agency for the Trust PIERS funds sufficient to pay the applicable Redemption Price. If the Trust PIERS are no longer represented by one or more global certificates, the Property Trustee, to the extent funds are legally available, 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 Trust PIERS Certificates. Notwithstanding the foregoing, Distributions and Contingent Distributions, if any, 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 Holders holding Trust Securities so called for redemption will cease, except (i) the right of such Holders to receive the Redemption Price, but without interest on such Redemption Price; and (ii) the right of the Holders to cause the Conversion Agent to convert the Trust Securities. In addition, (x) such Trust Securities will cease to be Outstanding; (y) the Clearing Agency for the Trust PIERS or its nominee, as the registered Holder of the Book-Entry Trust PIERS Certificate, shall receive a registered global certificate or certificates representing the Convertible Debentures to be delivered upon such Distribution with respect to Trust PIERS held by the Clearing Agency or its nominee; and (z) any Trust Securities Certificates not held by the Clearing Agency for the Trust PIERS or its nominee as specified in clause (y) of this sentence above will be deemed to represent Convertible Debentures having a principal amount equal to the stated Liquidation Amount of the Trust Securities represented thereby and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on such Trust Securities until the Redemption Date. In the event

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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 Distribution 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 including Contingent Distributions, if any, on such Trust Securities will continue to accrue at the then-applicable rate, from such Redemption Date originally established by the Trust for such Trust PIERS to the date such Redemption Price is actually paid, in which case the actual payment date shall be the date fixed for redemption for purposes of calculating the Redemption Price.

(e) Subject to Section 4.02, 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 Trust PIERS. The particular Trust PIERS 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 Trust PIERS 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 Trust PIERS of a denomination larger than such Liquidation Amount; provided, however, that before undertaking redemption of the Trust PIERS 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 Trust PIERS selected for redemption and, in the case of any Trust PIERS 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 Trust PIERS shall relate, in the case of any Trust PIERS redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Trust PIERS which has been or is to be redeemed.

(f) On or after June 15, 2009, the Depositor shall have the right, upon not less than 30 nor more than 60 days notice, to redeem the Convertible Debentures, in whole or in part, for cash, and following such redemption, a Like Amount of Trust PIERS shall be redeemed by the Trust at the Redemption Price.

(g) 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 Convertible Debentures, 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 Trust PIERS shall be redeemed by the Trust at the Redemption Price.

(h) 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 Trust PIERS by tender, in the open market or by private agreement.

SECTION 4.03 Conversion. The Holders shall have the right at any time upon the occurrence of one or more of the events set forth in the Trust PIERS Certificate and on the dates specified therein (each, a “Conversion Date”), at maturity or upon delivery of the notice of redemption (either at the option of the Depositor or pursuant to a Tax Event or an Investment Company Event), at their option, to

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cause the Conversion Agent to convert Trust Securities, on behalf of the converting Holders, into cash, and if applicable, shares of the Common Stock in the manner described herein on and subject to the following terms and conditions:

(a) The Trust Securities shall be convertible at the office of the Conversion Agent into cash and, if applicable, fully paid and nonassessable shares of Common Stock pursuant to the Holder’s written direction to the Conversion Agent to exchange such Trust Securities for a portion of the Convertible Debentures theretofore held by the Trust on the basis of one Trust Securities per $50 principal amount of Convertible Debentures, and immediately convert such amount of Convertible Debentures into cash, and if applicable, fully paid and nonassessable shares of Common Stock of the Depositor. The Convertible Debentures will be convertible at an initial conversion ratio of 1.2248 shares of Common Stock for each $50 principal amount of Convertible Debentures in accordance with the provisions, and subject to certain adjustments, set forth in the Subordinated Indenture (as so adjusted from time to time, the “Conversion Ratio”).

(b) In order to exchange Trust Securities for Convertible Debentures and convert such Convertible Debentures into cash and, if applicable, Common Stock, the Holder must submit to the Conversion Agent an irrevocable written notice of conversion in the form provided on the Trust PIERS Certificate (or such other notice which is acceptable to the Depositor) (the “Conversion Request”), together, if the Trust Securities are in certificated form, with such Trust Security Certificates, duly endorsed or assigned to the Company or in blank. The Conversion Request shall (i) set forth the Liquidation Amount of Trust Securities to be converted and the name or names, if other than the Holder, in which the cash should be delivered and, if applicable, shares of Common Stock should be issued, and (ii) direct the Conversion Agent (A) to exchange such Trust Securities for a Like Amount of the Convertible Debentures held by the Trust, and (B) to immediately convert such Convertible Debentures on behalf of such Holder into cash and, if applicable, Common Stock (at the Conversion Ratio specified in the preceding paragraph). The Conversion Agent shall notify the Trust of the Holder’s election to exchange Trust Securities for a portion of the Convertible Debentures held by the Trust and the Property Trustee, on behalf of the Trust, shall, upon receipt of such notice, deliver to the Conversion Agent the appropriate principal amount of Convertible Debentures for exchange in accordance with this Section 4.03. The Conversion Agent shall thereupon notify the Depositor of the Holder’s election to convert such Convertible Debentures into cash and, if applicable, shares of Common Stock.

(c) Any Trust PIERS or portion thereof surrendered for conversion during the period from the close of business on the record date for any Distribution Date to the close of business on the Business Day next preceding the following Distribution Date shall (unless such Trust PIERS or portion thereof being converted shall have been called for redemption on a Redemption Date which occurs during the period from the close of business on such record date to the close of business on the Business Day next preceding the following Distribution Date) be accompanied by payment (the “Distribution Reimbursement”), in New York Clearing House funds or other funds acceptable to the Depositor, of an amount equal to the Distributions (including Contingent Distributions, if any) otherwise payable on such Distribution Date on the Liquidation Amount being converted. Notwithstanding the immediately preceding sentence, if (i) notice of redemption of Trust PIERS is mailed or otherwise given to Holders and the related Redemption Date occurs during the period from the close of business on the record date for any Distribution Date to the close of business on the Business Day next preceding the following Distribution Date, and Trust PIERS or any portion thereof are surrendered for conversion after such record date but prior to such Redemption Date, then the Holder surrendering such Trust PIERS or portion thereof shall not be required to pay the

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Distribution Reimbursement, and (ii) during an Extension Period a notice of redemption of Trust PIERS is mailed or otherwise given to Holders and Trust PIERS or any portion thereof are surrendered for conversion after such notice but prior to the relevant Redemption Date, then the Holder surrendering such Trust PIERS or portion thereof shall not be required to pay the Distribution Reimbursement and shall be entitled to receive payment of all accrued but unpaid Distributions (including Contingent Distributions, if any) on such Trust PIERS through the date of conversion on the Redemption Date. Except as otherwise set forth above in this paragraph, in the case of any Trust PIERS which is converted, Distributions (including Contingent Distributions, if any) which are payable after the date of conversion of such Trust PIERS shall not be payable, and the Depositor shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid Distributions (including Contingent Distributions, if any) on the Trust PIERS being converted, which shall be deemed to be paid in full. Except as provided herein, no payment or other adjustment shall be made for Distributions (including Contingent Distributions, if any) accrued on any Trust PIERS converted or for dividends on any shares issued upon the conversion of such Trust PIERS.

(d) Each Holder of a Trust Security by his acceptance thereof appoints the Bank (in such capacity the “Conversion Agent”) for the purpose of effecting the conversion of Trust Securities in accordance with this Section 4.03. In effecting the conversion and transactions described in this Section 4.03, the Conversion Agent shall be acting as agent of the Holders directing it to effect such conversion transactions. The Conversion Agent is hereby authorized (i) to exchange Trust Securities from time to time for Convertible Debentures held by the Trust in connection with the conversion of such Trust Securities with this Section 4.03, and (ii) to convert all or a portion of the Convertible Debentures into cash and, if applicable, shares of Common Stock and thereupon to deliver such cash and, if applicable, shares of Common Stock in accordance with the provisions of this Section 4.03 and to deliver to the Trust a new Convertible Debenture or Convertible Debentures for any resulting unconverted principal amount.

(e) No fractional shares of Common Stock shall be issued as a result of conversion, but in lieu thereof, such fractional interest shall be paid in cash (based on the Applicable Stock Price (as defined in the Subordinated Indenture) by the Depositor to the Trust, which in turn shall make such payment to the Holder or Holders of Trust Securities so converted.

(f) The Depositor shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of the Convertible Debentures, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all of the Convertible Debentures then outstanding. Notwithstanding the foregoing, the Depositor shall be entitled to deliver, upon conversion of Convertible Debentures, shares of Common Stock reacquired and held in the treasury of the Depositor (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances. Any shares of Common Stock issued upon conversion of the Convertible Debentures shall be duly authorized, validly issued, fully paid and nonassessable. The Trust shall deliver the shares of Common Stock of the Depositor received upon conversion of the Convertible Debentures to the converting Holder free and clear of all liens, charges, security interests and encumbrances, except for United States withholding taxes.

(g) The Depositor shall pay any and all taxes that may be payable in respect of the issue or delivery of shares of Common Stock, if applicable, on conversion of Convertible Debentures and the delivery of shares of Common Stock, if any, by the Trust upon conversion of the Trust Securities. The Depositor shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock, if applicable, in a name other than that in which the Trust Securities so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Trust the amount of any such tax or has established to the satisfaction of the Trust that such tax has been paid.

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(h) Nothing in the preceding Section 4.03 shall limit the requirements of the Trust to withhold taxes pursuant to the terms of the Trust Securities or as set forth in this Trust Agreement or otherwise require the Property Trustee or the Trust to pay any amount on account of such withholdings.

SECTION 4.04 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, each Holder of Trust PIERS will have the right to exchange all or any portion of such Holder’s Trust PIERS for Convertible Debentures having a principal amount equal to the Liquidation Amount of such Trust PIERS and to simultaneously require the Depositor to repurchase such Convertible Debentures at the price and on the terms specified herein.

(b) If a Change of Control shall occur, the Depositor will offer (the “Change of Control Offer”) a Change of Control payment in cash equal to 100% of the aggregate principal amount of Convertible Debentures repurchased plus accrued and unpaid interest (including any contingent or deferred interest) on the Convertible Debentures repurchased, to, but excluding, the repurchase date. Within 30 days following any Change of Control, the Depositor will mail a notice to each Holder of Trust PIERS and the Property Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Convertible Debentures for which Trust PIERS shall have been exchanged on the repurchase date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required hereby and described in such notice. To exercise a repurchase right arising under this Section 4.04, a Holder of the Trust PIERS must deliver, within such 30-day period specified in the Depositor’s notice, irrevocable written notice to the Depositor, the Trust, the Property Trustee and the Exchange Agent of such Holder’s exercise of its repurchase right. The Depositor will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Convertible Debentures as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions hereof, the Depositor will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.01 by virtue of such conflict.

(c) On the Change of Control payment date, the Depositor will, to the extent lawful:

(i) accept for payment all Convertible Debentures or portions of Convertible Debentures properly tendered pursuant to the Change of Control offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Convertible Debentures or portions thereof properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Convertible Debentures or portions thereof properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Convertible Debentures or portions of Convertible Debentures being purchased by the Depositor.

The Paying Agent will promptly mail to each validly-tendering Holder the Change of Control payment for such Trust PIERS converted to Convertible Debentures, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each such Holder a new Convertible Debenture equal in principal amount to any unpurchased portion of the Convertible Debentures surrendered, if any; provided that each new Convertible Debenture will be in a principal amount of $50 or an integral multiple of $50.

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Any Trust PIERS as to which such right is exercised will be exchanged for Convertible Debentures by the Property Trustee on behalf of the Depositor not less than three Business Days prior to the Change of Control payment date, which will not be later than 60 calendar days after the date of the Change of Control notice.

SECTION 4.05 Subordination of Common Securities.

(a) Payment of Distributions (including Contingent Distributions, if any) 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 Event of Default shall have occurred and be continuing, no payment of any Distribution (including Contingent Distributions, if any) 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, including Contingent Distributions, if any, on all Outstanding Trust PIERS 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 Trust PIERS then called for redemption, 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 (including Contingent Distributions, if any) on, or Redemption Price of, Trust PIERS then due and payable.

(b) In the case of the occurrence of any 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 Trust PIERS have been cured, waived or otherwise eliminated. Until any such Events of Default under this Trust Agreement with respect to the Trust PIERS have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the Trust PIERS and not the Holder of the Common Securities, and only the Holders of the Trust PIERS will have the right to direct the Property Trustee to act on their behalf.

SECTION 4.06 Payment Procedures. Payments in respect of the Trust PIERS 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 Trust PIERS are held by a Clearing Agency, such Distributions (including Contingent 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.

SECTION 4.07 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 Holder the appropriate Internal Revenue Service form required to be furnished to such Holder 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 Holders under the Trust Securities.

SECTION 4.08 [Reserved]

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SECTION 4.09 Payments under the Indenture. Any amount payable hereunder to any Holder of Trust PIERS shall be reduced by the amount of any corresponding payment such Holder has directly received under the Subordinated Indenture pursuant to Section 8.02(ii) of the Third Supplemental Indenture thereto and under Section 8.20 hereof.

SECTION 4.10 Exchange of Trust PIERS.

(a) If at any time the Company or any of its Affiliates is the Holder of any Trust PIERS, the Company and such Affiliate(s) shall have the right to deliver to the Property Trustee all or such portion of their Trust PIERS as they elect and to receive, in exchange therefor, Convertible Debentures 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 Trust PIERS. 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 Trust PIERS 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 Trust PIERS which are the subject of such election by 12:00 p.m. New York City time on the Distribution Date on which such exchange is to occur. After the exchange, such Trust PIERS 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 Trust PIERS will cease.

(b) In the case of an exchange described in (a) above, the Trust will, on the date of such exchange, exchange Convertible Debentures 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 Trust PIERS exchanged pursuant to (a) above divided by the aggregate Liquidation Amount of the Trust PIERS 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 12:00 p.m. New York City time on the Distribution Date on which such exchange is to occur.

(c) The Property Trustee and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Trust Securities to either calculate the Conversion Ratio or the amount of cash and, if applicable, shares of Common Stock deliverable in connection with a conversion of the Trust Securities or determine whether any facts exist which may require any adjustment of the Conversion Ratio, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed herein, or in any amendment provided to be employed, in making the same and shall be protected in relying upon an Officers’ Certificate with respect to the same. Neither the Property Trustee nor any Conversion Agent shall be responsible for determining whether any event contemplated by this Trust Agreement has occurred which makes the Trust Securities eligible for conversion until the Depositor has delivered to the Trustee and any Conversion Agent an Officers’ Certificate stating that such event has occurred, on which Certificate the Property Trustee and any such Conversion Agent may conclusively rely, and the Depositor agrees to deliver such Officers’ Certificate to the Property Trustee and any such Conversion Agent immediately after the occurrence of any such event.

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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 Trust PIERS Certificate 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 Holder, and shall be entitled to the rights and subject to the obligations of a Holder hereunder, upon due registration of such Trust Securities Certificate in such transferee’s name pursuant to Section 5.04.

SECTION 5.03 Execution, Authentication and Delivery of Trust Securities Certificates. (a) On the Issue 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 by at least one of the Administrative Trustees 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.

(b) A Trust PIERS Certificate shall not be valid until authenticated by the manual signature of an authorized signatory of the Property Trustee in substantially the form set forth in Exhibit C hereto. The signature shall be conclusive evidence that the Trust PIERS Certificate has been authenticated under this Trust Agreement. Each Trust PIERS Certificate shall be dated the date of its authentication.

(c) Upon the written order of the Trust signed by one of the Administrative Trustees, the Property Trustee shall authenticate and make available for delivery the Trust PIERS Certificates.

(d) The Property Trustee may appoint an authenticating agent acceptable to the Trust to authenticate the Trust PIERS. An authenticating agent may authenticate Trust PIERS whenever the Property Trustee may do so. Each reference in this Trust Agreement to authentication by the Property Trustee includes authentication by such agent. An authentication agent has the same rights as the Property Trustee to deal with the Depositor or an Affiliate.

SECTION 5.04 Registration of Transfer and Exchange of Trust PIERS Certificates. A registrar (the “Securities Registrar”) shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.09, a register (the “Securities Register”) in which, subject to such reasonable regulations as it may prescribe, the Securities Registrar shall provide for the registration of Trust PIERS Certificates and the Common Securities Certificates (subject to Section 5.12 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Trust PIERS Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar.

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Upon surrender for registration of transfer of any Trust PIERS Certificate at the office or agency maintained pursuant to Section 5.09, an Administrative Trustee shall execute on behalf of the Trust by manual or facsimile signature and the Property Trustee shall authenticate and deliver in the name of the designated transferee or transferees one or more new Trust PIERS 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 Trust PIERS that have been called for redemption. At the option of a Holder, Trust PIERS Certificates may be exchanged for other Trust PIERS Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust PIERS Certificates to be exchanged at the office or agency maintained pursuant to Section 5.09.

Every Trust PIERS 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 Trust PIERS 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 Trust PIERS Certificates, but the Securities Registrar 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 Trust PIERS Certificates.

SECTION 5.05 Book-Entry PIERS Certificate.

(a) Any Book-Entry Trust PIERS Certificate issued under this Trust Agreement shall be registered in the name of the nominee of the Clearing Agency and delivered to such custodian therefor, and such Book-Entry Trust PIERS Certificate shall constitute a single Trust PIERS for all purposes of this Trust Agreement.

(b) Notwithstanding any other provision in this Trust Agreement, no Book-Entry Trust PIERS Certificate may be exchanged for Definitive Trust PIERS Certificates registered in the names of persons other than the Clearing Agency or its nominee unless (i) the Clearing Agency notifies the Administrative Trustees that it is unwilling or unable to continue as a depositary for such Book-Entry Trust PIERS Certificate and the Administrative Trustees fail to appoint a qualified successor depositary, (ii) the Clearing Agency has ceased to be a clearing agency registered under the Exchange Act or (iii) there shall have occurred and be continuing an Event of Default.

(c) If a Definitive Trust PIERS Certificate is to be exchanged in whole or in part for a beneficial interest in a Book-Entry Trust PIERS Certificate, then either (i) such Book-Entry Trust PIERS Certificate shall be so surrendered for exchange or cancellation as provided in this Article V or (ii) the Liquidation Amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or canceled, or equal to the Liquidation Amount of such other Trust PIERS to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the rules and procedures of the depositary for such Book-Entry Trust PIERS Certificate (the “Applicable Procedures”), shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Book-Entry Trust PIERS Certificate by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees shall execute and the Property Trustee shall deliver any Trust PIERS issuable in exchange for such Book-Entry Trust PIERS Certificate (or any portion thereof) in accordance with the instructions of

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the Clearing Agency. The Property Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.

(d) Every Definitive Trust PIERS Certificate executed and delivered upon registration of transfer of, or in exchange for or in lieu of, a Book-Entry Trust PIERS Certificate or any portion thereof, whether pursuant to this Article V or otherwise, shall be executed and delivered in the form of, and shall be, a Book-Entry Trust PIERS Certificate, unless such Book-Entry Trust PIERS Certificate is registered in the name of a Person other than the Clearing Agency for such Book-Entry Trust PIERS Certificate or a nominee thereof.

(e) The Clearing Agency or its nominee, as the registered owner of a Book-Entry Trust PIERS Certificate, shall be considered the Holder of the Trust PIERS represented by such Book-Entry Trust PIERS Certificate for all purposes under this Trust Agreement and the Trust PIERS, the owners of beneficial interests in such Book-Entry Trust PIERS Certificate shall hold such interests pursuant to the Applicable Procedures and, except as otherwise provided herein, shall not be entitled to receive physical delivery of any such Trust PIERS in definitive form and shall not be considered the Holders thereof under this Trust Agreement. Accordingly, any such owner’s beneficial interest in the Book-Entry Trust PIERS Certificate shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Clearing Agency or its nominee. Neither the Property Trustee, the Securities Registrar nor the Depositor shall have any liability in respect of any transfers effected by the Clearing Agency.

(f) The rights of owners of beneficial interests in a Book-Entry Trust PIERS Certificate 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.

SECTION 5.06 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 hold 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 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 5.07 Persons Deemed Holders. 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, including Contingent Distributions, if any (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 5.08 Access to List of Holders’ Names and Addresses. The Administrative Trustees or the Depositor shall furnish or cause to be furnished (unless the Property Trustee or the

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Depositor is acting as Securities Registrar with respect to the Trust Securities) to (i) the Property Trustee semi-annually, not later than May 1 and November 1 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 Holders as of a date not more than 15 days prior to the time such list is furnished in each case to the extent such information is the possession or control of the Administrative trustees or the Depositor and is not identical to a previously supplied list or has not otherwise been received by the Property Trustee in its capacity as Securities Registrar. The rights of Holders to communicate with other Holders with respect to their rights under this Trust Agreement or under the Trust Securities, and the corresponding rights of the Trustee shall be as provided in the Trust Indenture Act. 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 5.09 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 Trust PIERS 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 the Corporate Trust Office of the Property Trustee, 4 New York Plaza, 15th Floor, New York, New York 10004, as its principal agency for such purposes. The Administrative Trustees shall give prompt written notice to the Depositor and to the Holders of any change in the location of the Securities Register or any such office or agency.

SECTION 5.10 Appointment of Paying Agent. The Paying Agent shall make Distributions, Contingent Distributions and other payments provided hereby to Holders from the Payment Account and shall report the amounts of such Distributions, Contingent Distributions and payments to the 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, Contingent 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 Holders in trust for the benefit of the Holders entitled thereto until such sums shall be paid to such Holders. 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 5.11 Appointment of Conversion Agent. The Conversion Agent shall convert the Trust Securities of the Holders in accordance with Section 4.03 hereof. The Administrative Trustees may revoke such power and remove the Conversion Agent if such Trustees determine in their sole discretion

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that the Conversion Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Conversion Agent shall initially be the Bank, and any co-paying agent chosen by the Bank, and acceptable to the Administrative Trustees and the Depositor. Any Person acting as Conversion Agent shall be permitted to resign as Conversion Agent upon 30 days written notice to the Administrative Trustees and the Depositor. In the event that the Bank shall no longer be the Conversion Agent or a successor Conversion Agent shall resign or its authority to act shall be revoked, the Administrative Trustees shall appoint a successor that is acceptable to the Depositor to act as Conversion Agent (which shall be a bank or a trust company). The provisions of Sections 8.01, 8.03 and 8.06 of this Trust Agreement shall apply to the Bank also in its role as Conversion Agent, for so long as the Bank shall act as Conversion Agent and, to the extent applicable, to any other conversion agent appointed hereunder, and any Conversion Agent shall be bound by the requirements with respect to conversion agents of securities issued pursuant to the Trust Indenture Act. Any reference in this Trust Agreement to the Conversion Agent shall include any co-paying agent unless the context requires otherwise.

SECTION 5.12 Ownership of Common Securities by Depositor. On the Issue Date, the Depositor shall receive, 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 5.13 Book-Entry Trust PIERS Certificates; Common Securities Certificate.

(a) The Trust PIERS Certificates, upon original issuance, will be issued in the form of a typewritten Trust PIERS Certificate or Book-Entry Trust PIERS Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust. Such Trust PIERS 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 Trust PIERS Certificate representing such beneficial owner’s interest in such Trust PIERS, except as provided in Section 5.15. Unless and until Definitive Trust PIERS Certificates have been issued to Owners pursuant to Section 5.15:

(A) the provisions of this Section 5.13(a) shall be in full force and effect;

(B) 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 Trust PIERS Certificates (including the payment of principal of and interest on the Book-Entry Trust PIERS and the giving of instructions or directions to Owners of Book-Entry Trust PIERS) as the sole Holder of Book-Entry Trust PIERS and shall have no obligations to the Owners thereof;

(C) 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

(D) the rights of the Owners of the Book-Entry Trust PIERS 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 Trust PIERS Certificates are issued pursuant to Section 5.15, the Clearing Agency will make book-entry transfers among the Clearing Agency

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Participants and receive and transmit payments on the Trust PIERS 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 5.14 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 Trust PIERS Certificates shall have been issued to Owners pursuant to Section 5.15, 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 5.15 Definitive Trust PIERS Certificates. If (i) the Clearing Agency notifies the Administrative Trustees that it is unwilling or unable to continue as a depositary with respect to the Trust PIERS Certificates and the Administrative Trustees fail to appoint a qualified successor depositary, (ii) the Clearing Agency has ceased to be a clearing agency registered under the Exchange Act or (iii) there shall have occurred and be continuing an Event of Default, then the Administrative Trustees shall notify the Clearing Agency and Holders of the Trust PIERS. Upon surrender to the Administrative Trustees of the typewritten Trust PIERS Certificate or Certificates representing the Book-Entry Trust PIERS Certificates by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees or any one of them shall execute the Definitive Trust PIERS 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 Trust PIERS Certificates, the Trustees shall recognize the Holders of the Definitive Trust PIERS Certificates as Holders. The Definitive Trust PIERS 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 5.16 Rights of Holders. 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 Holders 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 Holders 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 HOLDERS OF TRUST PIERS; 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 Trust PIERS 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

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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 Holders from time to time as partners or members of an association.

(b) So long as any Convertible Debentures are held by the Property Trustee, the Holders of a majority in Liquidation Amount of the Trust PIERS will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or executing any trust or power conferred on the Property Trustee with respect to such Convertible Debentures, including the right to direct the Property Trustee to (i) waive any past default which is waivable under the Subordinated Indenture, (ii) exercise the remedies available to it under the Subordinated Indenture as a Holder of the Convertible Debentures or (iii) consent to any amendment, modification or termination of the Subordinated Indenture or the Convertible Debentures, where such consent shall be required, or to any other action, as holder of the Convertible Debentures, under the Subordinated Indenture; provided, however, that if an Event of Default has occurred and is continuing, then Holders of at least 25% of the aggregate liquidation amount of the Trust PIERS may direct the Property Trustee to declare the principal of and premium, if any, and interest (including contingent interest) on the Convertible Debentures due and payable; and further provided, that where a consent or action under the Subordinated Indenture would require the consent or act of Holders of more than a majority of the aggregate principal amount of Convertible Debentures affected thereby, only Holders of the percentage of the aggregate stated Liquidation Amount of the Trust PIERS which is at least equal to the percentage required under the Convertible Debentures Indenture may direct the Property Trustee to give such consent or take such action. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of Trust PIERS, except pursuant to a subsequent vote of the Holders of Trust PIERS. The Property Trustee shall notify all Holders of the Trust PIERS of any notice of an Event of Default received from the Indenture Trustee or the Company with respect to the Convertible Debentures. In addition to obtaining the foregoing approvals of the Holders of the Trust PIERS, 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 and each Holder of the Trust PIERS will be treated as owning an undivided beneficial ownership interest in the Convertible Debentures.

(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 Trust PIERS, 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 Trust PIERS 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 Trust PIERS. In addition to obtaining the foregoing approvals of the Holders of the Trust PIERS, 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 and each Holder of the Trust PIERS will be treated as owning an undivided beneficial ownership interest in the Convertible Debentures.

(d) A Holder may institute a legal proceeding directly against the Depositor under the Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding against the Guarantee Trustee (as defined in the Guarantee Agreement), the Trust or any Person.

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SECTION 6.02 Voting Rights. Holders shall be entitled to one vote for each $50 of Liquidation Amount represented by their Trust Securities in respect of any matter as to which such Holders are entitled to vote.

SECTION 6.03 Holder Action by Written Consent. Any action which may be taken by Holders at a meeting may be taken without a meeting if Holders 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 6.04 Record Date for Voting and Other Purposes. For the purposes of determining the Holders who are entitled to notice of and to vote at any meeting or by written consent, 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 Holders or other action, as the case may be, as a record date for the determination of the identity of the Holders of record for such purposes.

SECTION 6.05 Acts of Holders.

(a) 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 Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders 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 Holders 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.

(b) 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.

(c) The ownership of Trust PIERS shall be proved by the Securities Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Trust Security shall bind every future Holder of the same Trust Security and the Holder 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.

(e) Without limiting the foregoing, a Holder 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.

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(f) If any dispute shall arise between the Holders of Trust Securities and the Administrative Trustees or among such Holders or Trustees with respect to the authenticity, validity or binding nature of any request, demand, authorization, direction, consent, waiver or other Act of such Holder 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 6.06 Inspection of Records. Upon reasonable notice to the Trustees, the records of the Trust shall be open to inspection by Holders during normal business hours for any purpose reasonably related to such Holder’s interest as a Holder.

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 Holders 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; or (ii) 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, 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 by the Bank or the Property Trustee to, the registration by the Bank or the Property Trustee with or the taking of any other action by the Bank or the Property Trustee with respect to any governmental authority or agency under any existing federal law or

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law of its jurisdiction of incorporation governing the banking or trust powers of the Bank or the Property Trustee; and

(f) 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 Holders that:

(a) the Delaware Bank is a national banking association 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;

(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; or (ii) 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; and

(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 by the Delaware Bank or the Delaware Trustee to, the registration by the Delaware Bank or the Delaware Trustee with or the taking of any other action by the Delaware Bank or the Delaware Trustee with respect to any governmental authority or agency under any existing federal law or Delaware law governing the banking or trust powers of the Delaware Bank or the Delaware Trustee.

SECTION 7.03 Representations and Warranties of the Depositor. The Depositor hereby represents and warrants for the benefit of the Holders that:

(a) the Trust Securities Certificates issued 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 Holders shall be, as of such date, entitled to the benefits of this Trust Agreement; and

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(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.

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, by the Trust Indenture Act. For purposes of Sections 315(a) and 315(c) of the Trust Indenture Act, the term “default” is hereby defined to mean an Event of Default has occurred and is continuing. 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. The Delaware Trustee and the Administrative Trustees shall have no liability under this Trust Agreement except for gross negligence or willful misconduct. The Property Trustees shall have no liability under this Trust Agreement except for negligence and willful misconduct. 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 8.01. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Holders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Holder for such Trustee’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of the Delaware Trustee or the Administrative Trustees, as the case may be.

(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 Holder, 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 a Responsible Officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts;

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(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;

(iii) the Property Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Convertible Debentures 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 3.01 and except to the extent otherwise required by law;

(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; and

(vi) no provision of this Trust Agreement shall require the Property Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Notwithstanding anything contained in this Trust Agreement to the contrary, the duties and responsibilities of the Property Trustee under this Trust Agreement shall be subject to the protections, exculpations and limitations on liability afforded to an indenture trustee under the provisions of the Trust Indenture Act. For the purposes of Sections 315(b) and 315(d)(2) of the Trust Indenture Act, the term “responsible officer” is hereby defined as a Responsible Officer and the chairman or vice chairman of the board of directors, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any assistant controller of the Property Trustee, or any other officer of the Property Trustee customarily performing functions similar to those performed by a Responsible Officer or 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 or her knowledge of and familiarity with the particular subject.

(e) 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 Property Trustee shall be subject to the provisions of this Section.

SECTION 8.02 Certain Notices.

(a) Within five Business Days after the occurrence of the any Event of Default actually known to the Property Trustee or, to the extent Section 3.15(b) of the Trust Indenture Act applies, 90 days after the occurrence of any default hereunder known to the Property Trustee, the Property Trustee

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shall transmit, in the manner and to the extent provided in 313(c) of the Trust Indenture Act, notice of such Event of Default or default to the Holders, the Administrative Trustees and the Depositor, unless such Event of Default shall have been cured or waived. For the purpose of this Section 8.02, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default.

(b) 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 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 Holders of the Trust PIERS 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 Holders, in which event the Property Trustee shall have no liability except for its own 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) subject to Section 6.01(b), 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 Holders pursuant to this Trust Agreement, unless such Holders shall have offered to the Property Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; nothing contained herein shall, however, relieve the Property Trustee of the obligation, upon the occurrence of any Event of Default (that has not been cured or waived) to exercise such of the rights and powers vested in it by this Trust Agreement, and to use the same degree of care and

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skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs;

(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 Holders;

(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;

(vii) any request or direction or act of the Depositor mentioned herein or contemplated by this Trust Agreement shall be sufficiently evidenced by an Officers’ Certificate and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(viii) whenever in the administration of this Trust Agreement the Property Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Property Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate;

(ix) the Property Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Trust Agreement;

(x) the Property Trustee shall not be deemed to have notice or be charged with knowledge of any default or Event of Default unless a Responsible Officer of the Property Trustee shall have received written notice thereof at the Corporate Trust Office of the Property Trustee from the Depositor, any Administrative Trustee, the Indenture Trustee or a Holder or has actual knowledge thereof;

(xi) the rights, privileges, protections, immunities and benefits given to the Property Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Property Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and

(xii) the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any rerecording, refilling or re-registration thereof.

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.

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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. The Depositor agrees:

(i) 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);

(ii) 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 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

(iii) to indemnify each of the Trustees (and any predecessor Trustees) for, and to hold the Trustees harmless against, any and all loss, damage, claims, liability or expense incurred without gross negligence or willful misconduct on its part 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 gross negligence 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 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.

In addition to and without prejudice to its rights hereunder, when the Property Trustee incurs expenses or renders services after a Bankruptcy Event with respect to the Depositor or the Trust occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, receivership, insolvency or similar law.

No trustee may claim any Lien or charge on any Trust Property as a result of any amount due pursuant to this Section 8.06.

SECTION 8.07 Trustees Required; Eligibility.

(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.

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(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 Section 310(b) 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, Section 310(b) of the Trust Indenture Act and this Trust Agreement; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act (i) the Guarantee and (ii) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Trust or the Depositor are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met. Nothing herein shall preclude the Property Trustee from submitting an application or applications contemplated by the second to the last paragraph of Section 310(b) of the Trust Indenture Act.

SECTION 8.09 Co-Trustees and Separate Trustee.

(a) 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 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.

(b) 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.

(c) 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.

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(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 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.

(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.

(a) 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.

(b) The Relevant Trustee may resign at any time by giving written notice thereof to the Holders. 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.

(c) Unless an 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 Event of Default shall have occurred and be continuing, the Relevant Trustee may be removed at such time by Act of the Holders of a majority in Liquidation Amount of the Trust PIERS, delivered to the Relevant Trustee (in its individual capacity and on behalf of the Trust).

(d) If the Relevant Trustee shall resign, be removed or become incapable of continuing to act as Trustee at a time when no 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

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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 Event of Default shall have occurred and be continuing, the Holders of Trust PIERS, by Act of the Holders of a majority in Liquidation Amount of the Trust PIERS 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 Holder who has been a Holder 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.

(e) 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 Holders in the manner provided in Section 10.07 and shall give notice to the 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.

(f) 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.

(a) 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.

(b) 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.

(c) 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

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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.

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 Convertible Debentures 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 June 1 of each year commencing with June 1, 2004, if required by Section 313(a) of the Trust Indenture Act, the Property Trustee shall transmit a brief report dated as of such June 1 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 June 1.

(b) The Property Trustee shall transmit to Holders 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. Delivery of such documents, reports and information are for information purposes only and the Property Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance with any covenants hereunder (as to which the Property Trustee is entitled to rely exclusively on an Officers’ Certificate).

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 four, 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.

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(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)(i), 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 Holders. If an Event of Default occurs and is continuing, then the Holders of Trust PIERS will rely on the enforcement by the Property Trustee of its rights against the Depositor as the holder of the Convertible Debentures. In addition, the Holders of a majority in aggregate Liquidation Amount of the Trust PIERS 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 Convertible Debentures, 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 Convertible Debentures, a Holder of Trust PIERS may, to the fullest extent permitted by applicable law, institute a legal proceeding against the Depositor 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 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 Trust PIERS may institute a legal proceeding directly against the Depositor, 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 Convertible Debentures having a principal amount equal to the aggregate stated liquidation amount of the Trust PIERS of such Holder on or after the due dates therefor specified or provided for in the Convertible Debentures. The Depositor shall be subrogated to all rights of the Holders of Trust PIERS in respect of any amounts paid to such Holders by the Depositor pursuant to this Section 8.20.

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ARTICLE IX

TERMINATION, LIQUIDATION AND MERGER

SECTION 9.01 Termination Upon Expiration Date. The Trust shall automatically dissolve on June 15, 2033 (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 Convertible Debentures to Holders as provided in Section 9.05;

(c) the payment at maturity or redemption of all of the Convertible Debentures, and the consequent payment of the Trust PIERS;

(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;

(f) when cash and, if applicable, shares of Common Stock are distributed upon conversion of all outstanding Trust PIERS; and

(g) 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 latest to occur of the following: (a) the distribution by the Property Trustee to Holders 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 Holders.

SECTION 9.04 Certificate of Cancellation. A certificate of cancellation 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 dissolved and the Property Trustee shall distribute the Convertible Debentures to the Holders as provided in this Section 9.05. Such dissolution and distribution shall be

45

conditioned, however, on the Administrative Trustees’ receipt of an opinion of independent counsel to the effect that Holders will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of the Convertible Debentures.

(b) In connection with a distribution of the Convertible Debentures, 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 Convertible Debentures on a pro rata basis. 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 Convertible Debentures; and

(iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Convertible Debentures 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 Convertible Debentures to Holders, 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 Convertible Debentures in exchange for the Outstanding Trust Securities Certificates.

(d) Except where Section 9.02(c), 9.02(f) or 9.05(f) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding, (ii) if the Trust Securities are represented by one or more global certificates, DTC or its nominee, as a record holder of Trust Securities, will receive a registered global certificate or certificates representing the Convertible Debentures to be delivered upon liquidation of the Trust, (iii) any Trust Securities Certificates not held by DTC or its nominee will be deemed to represent a Like Amount of Convertible Debentures, bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid distribution on such Trust Securities, until such Trust Securities Certificates are presented for cancellation, whereupon the Depositor will issue to the Holder, and the Indenture Trustee will authenticate, a certificate representing the such Convertible Debentures and (iv) all rights of Holders holding Trust Securities will cease, except the right of such Holders to receive Convertible Debentures upon surrender of Trust Securities Certificates.

(e) The Depositor will use its reasonable efforts to have the Convertible Debentures that are distributed in exchange for the Trust PIERS to be listed on such securities exchange as the Trust PIERS are then listed. The Depositor may elect to have the Convertible Debentures 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 Convertible Debentures 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 Holders, after satisfaction of liabilities to creditors, an amount equal to the Liquidation Amount per Trust Security plus accrued and unpaid Distributions,

46

including Contingent 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 Trust PIERS, except that, if an Event of Default has occurred and is continuing, the Trust PIERS shall have a priority over the Common Securities.

SECTION 9.06 Mergers and Consolidations of the Trust. The 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 corporation or other body, except pursuant to Sections 9.02 and 9.05. The Trust may at the request of the Company, with the consent of a majority of the Administrative Trustees and without the consent of the Holders of the Trust Securities, the Delaware Trustee or the Property Trustee, consolidate, merge with or into, or be replaced by, or convey, or lease its properties or assets substantially as an entirety to, another 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 Trust PIERS 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 Depositor 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 Convertible Debentures, (iii) the Trust PIERS 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 Trust PIERS are then listed, (iv) such merger, consolidation or replacement does not cause the Trust PIERS (including any Successor Securities) to be downgraded by any nationally recognized rating, agency (v) such merger, consolidation 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 or replacement, the Depositor has received an Opinion of Counsel to the effect that (A) such merger, consolidation 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 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 Depositor 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, merge with or into, or be replaced by any other entity or permit any other entity to consolidate, merge with or into, or replace it if, in the opinion of tax counsel, such consolidation, 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.

SECTION 9.07 Notification. The Delaware Trustee will be notified in writing of the completion of the winding up of the Trust in accordance with the Statutory Trust Act and Section 9.03 hereof and the filing of the certificate of cancellation with the Secretary of State of the State of Delaware.

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ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.01 Limitation of Rights of Holders. 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 Holder for such Person, to claim an accounting, take any action or bring any proceeding in and for a partition or winding up of the 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 Property Trustee and the Depositor, without the consent of any Holders, (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 other obligations, 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 Holder, and any such amendments of this Trust Agreement shall become effective when notice thereof is given to the Holders.

(b) Except as provided in Section 10.02(c) hereof, any provision in this Trust Agreement may be amended by the Trust or the Property Trustee with (i) the consent of Trust Holders representing a majority (based upon Liquidation Amounts) of the Trust Securities then Outstanding and (ii) receipt by the Property Trustee of an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Property Trustee 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 Holder (such consent being obtained in accordance with Section 6.03 hereof), this Trust Agreement may not be amended to (i) reduce the principal amount or the distribution rate or change the payment date or maturity of the Trust PIERS, (ii) restrict the right of a Holder to institute suit for the enforcement of any such payment on or after such date, (iii) change the amount or timing of any distribution of the Trust PIERS or otherwise adversely affect the amount of any distribution required to be made in respect of the Trust PIERS on a specified date, (iv) change the Holder’s right to have its Trust PIERS exchanged for Convertible Debentures and simultaneously have such Debt Security repurchased upon a Change of Control, (v) change the right of any Holder of Trust PIERS to convert its Trust PIERS upon the occurrence of the events set forth in Section 4.03 and at the conversion ratio, as adjusted, or (vi) modify the provisions of this Section 10.02. Any amendment of the Trust Agreement will become effective when notice of the amendment is given to the Holders; provided, however, that a majority in aggregate Liquidation Amount may consent to reduce the redemption notice period to not less than five days.

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(d) Notwithstanding any other provisions of this Trust Agreement, the Property Trustee 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.

(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 Property Trustee 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 Property Trustee may, but shall not be obligated to, enter into any such amendment which affects such Property 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 HOLDERS, 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 Holder 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 Holder of Trust PIERS, to such Holder of Trust PIERS as such Holder’s name and address appear on the Securities Register and (ii) in the case of the Common Holder or the Depositor, to Omnicare, Inc., 100 East RiverCenter Boulevard, Covington, Kentucky 41011, Attention: Corporate Secretary, Facsimile No. (859) 392-3360. Such notice, demand or other communication to or upon a Holder 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 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, JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New York 10004, Attention: Institutional Trust Services; Chase Manhattan Bank USA, National Association, 500 Stanton Christiana Road, Building 4 (3rd Floor), Newark, Delaware 19713, Attention: Institutional Trust Services, as the case may be; and (ii) with respect to the Administrative Trustees, to them at the

49

address above for notices to the Depositor, marked Attention: Administrative Trustees of Omnicare Capital Trust I 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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER 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 HOLDER AND SUCH OTHERS THAT THOSE TERMS AND PROVISIONS SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.

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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:	/s/ Joel F. Gemunder
	Name: Joel F. Gemunder
	Title: President and Chief Executive Officer

JPMORGAN CHASE BANK, N.A., as Property Trustee
By:	/s/ Carol Ng
	Name: Carol Ng
	Title: Vice President

CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee
By:	/s/ Sarika M. Sheth
	Name: Sarika M. Sheth
	Title: Trust Officer

/s/ David W. Froesel, Jr.

David W. Froesel, Jr.,
as Administrative Trustee

/s/ Thomas Marsh

Thomas Marsh,
as Administrative Trustee

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EXHIBIT A

EXHIBIT A

THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST

AGREEMENT REFERRED TO HEREIN

Certificate Evidencing Common Securities

of

Omnicare Capital Trust II

Common Securities

(liquidation amount $50 per Common Security)

Omnicare Capital Trust II, a statutory trust formed under the laws of the State of Delaware (the “Trust”), hereby certifies that              (the “Holder”) is the registered owner of              common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the Common Securities (Liquidation Amount $50 per Common Security) (the “Common Securities”). Subject to the limitations in Section 5.12 of the Trust Agreement (as defined below), the Common 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. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Trust Agreement of the Trust dated as of [            ], 2005, as the same may be amended from time to time (the “Trust Agreement”). Capitalized terms used but not defined herein shall have the meaning given them in the Trust Agreement. The Depositor will provide a copy of the Trust Agreement, the Guarantee Agreement and the Subordinated Indenture (including any supplemental indenture) to the Holder without charge upon written request to the Depositor at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder to the extent provided therein.

By acceptance hereof, the Holder agrees to treat, for United States federal income tax purposes, the Convertible Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Convertible Debentures.

IN WITNESS WHEREOF, the Trust has executed this certificate this              day of [            ], 2005.

Omnicare Capital Trust II
By:
	Name:
	Administrative Trustee

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[FORM OF REVERSE OF SECURITY]

Distributions payable on each Trust Common Security will be fixed at a rate per annum of 4.00% (the “Coupon Rate”) of the Liquidation Amount of $50 per Trust Common Security, such rate being the rate of interest payable on the Convertible Debentures to be held by the Property Trustee. 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 Trust Common Securities are represented by book-entry certificates or (ii) if the Trust Common Securities are not in book-entry form and the Convertible Debentures are not in the form of a global certificate, the Depositor will have the right to select record dates, which must be at least one business day before an interest payment date. Distributions payable on any Trust Common Securities that are not punctually paid on any distribution date will cease to be payable to the person in whose name such Trust Common Securities are registered on the original record date, and such defaulted distribution will instead be payable to the person in whose name such Trust Common Securities are registered on the special record date or other specified date determined in accordance with the Trust Agreement. A Distribution is payable only to the extent that payments are made in respect of the Convertible Debentures held by the Property Trustee and to the extent the Property Trustee has funds on hand legally available therefor.

Distributions on the Trust Common Securities shall be cumulative and shall accumulate from December 15, 2004 and will be payable quarterly in arrears, on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2005, except as otherwise described below. Distributions will be computed on the basis of a 360-day year consisting of twelve 30-day months; any period shorter than a full quarterly period will be computed on the basis of a 30-day month; and for any period less than a full calendar month, the number of days elapsed in such month.

During any quarterly period from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the quarterly period beginning June 15, 2009, the Trust will also pay contingent distributions (“Contingent Distributions”) of 0.125% of the average of the Trading Price of the Trust PIERS if the average of such Trading Prices for the five consecutive Trading Days ending on the second Trading Day preceding such quarterly period equals 115% or more of the stated liquidation amount of the Trust PIERS.

As long as no Default in the payment of interest, including contingent interest, if any, on the Convertible Debentures has occurred and is continuing under the Subordinated Indenture, the Depositor has the right under the Subordinated Indenture to defer payments of interest (other than contingent interest) by extending the interest payment period at any time and from time to time on the Debentures for a period not exceeding 20 consecutive calendar quarterly periods, including the first such quarterly period during such extension period (each an “Extension Period”); provided that no Extension Period shall extend beyond the stated maturity date of the Convertible Debentures or any redemption date therefor. As a consequence of such deferral, Distributions (other than Contingent Distributions) will also be deferred. Despite such deferral, quarterly Distributions will continue to accumulate with interest thereon (to the extent permitted by applicable law, but not at a rate exceeding the rate of interest then accruing on the Convertible Debentures) at the Coupon Rate compounded quarterly during any such Extension Period. Prior to the termination of any such Extension Period, the Depositor may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions within such Extension Period, may not exceed 20 consecutive quarterly periods, including the first quarterly period during such Extension Period, extend beyond the stated maturity date of the Convertible Debentures or any redemption date therefor. Payments of accumulated Distributions will be payable to Holders as they appear on the books and records of the Trust

A-3

on the first record date after the end of the Extension Period. Upon the termination of any Extension Period and the payment of all amounts then due, the Depositor may commence a new Extension Period, subject to the above requirements. The payment of Contingent Distributions may not, under any circumstances, be subject to an Extension Period.

The Property Trustee may, at the direction of the Depositor, at any time liquidate the Trust and cause the Debentures to be distributed to the holders of the Trust Securities in liquidation of the Trust or, simultaneously with any redemption of the Debentures, cause a Like Amount of the Trust Securities to be redeemed by the Trust.

Under certain circumstances, the right of the holders of the Common Securities shall be subordinate to the rights of the holders of the Trust PIERS, as provided in the Trust Agreement.

The Common Securities shall be redeemable as provided in the Trust Agreement.

A-4

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security Certificate to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Common Security 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 Common Security Certificate)

Signature Guarantee:*                                          

* Signature must be guaranteed by an “eligible guarantor institution” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-5

EXHIBIT B

AGREEMENT AS TO EXPENSES AND LIABILITIES

THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this “Agreement”) is made as of [            ], 2005, between Omnicare, Inc., a Delaware corporation (the “Company”), and Omnicare Capital Trust II, a Delaware Statutory Trust (the “Trust”). Capitalized terms used but not defined herein shall have the meanings given them in the Amended and Restated Trust Agreement of the Trust dated as of [            ], 2005 as the same may be amended from time to time (the “Trust Agreement”)

WHEREAS, the Trust intends to issue its Common Securities (the “Common Securities”) to and receive Convertible Debentures from the Company and to issue and sell Omnicare Capital Trust II Series B 4% Trust PIERS (the “Trust PIERS”) with such powers, preferences and special rights and restrictions as are set forth in the Trust Agreement; and

WHEREAS, the Company is the issuer of the Convertible Debentures.

NOW, THEREFORE, in consideration of the purchase by each Holder of the Trust PIERS, 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 Trust PIERS or other similar interests in the Trust the amounts due such Holders pursuant to the terms of the Trust PIERS. 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 Trust PIERS or any Beneficiary must restore payment of any sums paid under the Trust PIERS, under any Obligation, under the Guarantee Agreement dated the date hereof by the Company and JPMorgan Chase Bank, as guarantee trustee, or under this Agreement for any reason 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. The Company 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 the Company 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.

Section 2.02. Amendment. So long as there remains any Beneficiary or any Trust PIERS 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 Trust PIERS.

B-2

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 II

c/o Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

Facsimile No.: 859-392-3360

Attention: Secretary

Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

Facsimile No.: 859-392-3360

Attention: Secretary

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 NEW YORK.

THIS AGREEMENT is executed as of the date and year first above written.

OMNICARE, INC.
By:
	Joel F. Gemunder
	President and Chief Executive Officer
OMNICARE CAPITAL TRUST II
By:
	David W. Froesel, Jr., as Administrative Trustee

B-3

EXHIBIT C

EXHIBIT C

FORM OF TRUST PREFERRED EQUITY INCOME REDEEMABLE

SECURITIES CERTIFICATE

[FORM OF FACE OF SECURITY]

[Include the following legend if the Trust PIERS is a Book-Entry Trust PIERS Certificate and The Depository Trust Company is the Depositary]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

Certificate Number	Aggregate Liquidation Amount:
CUSIP NO.

Certificate Evidencing Trust Preferred Equity Income Redeemable Securities

of

Omnicare Capital Trust II

Trust Preferred Equity Income Redeemable Securities

(liquidation amount $50 per Preferred Security)

Omnicare Capital Trust II, a statutory trust created under the laws of the State of Delaware (the “Trust”), hereby certifies that                      (the “Holder”) is the registered owner of [$             in aggregate liquidation amount of Trust Preferred Equity Income Redeemable Securities of the Trust]⁽¹⁾ [the aggregate Liquidation Amount of Trust Preferred Equity Income Redeemable Securities of the Trust specified in Schedule A hereto]⁽²⁾ representing undivided beneficial interests in the assets of the Trust designated the Trust Preferred Equity Income Redeemable Securities (Liquidation Amount $50 per Trust PIERS) (the “Trust PIERS”). Subject to the Trust Agreement (as defined below), the Trust PIERS 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. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Trust PIERS represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Trust Agreement of the Trust dated as of [            ], 2005, as the same may be amended from time to time (the “Trust Agreement”). Capitalized terms used but not defined herein shall have the meaning given them in the Trust Agreement. The Depositor will provide a copy of the Trust Agreement, the Guarantee Agreement and the Subordinated Indenture (including any supplemental indenture) to the Holder without charge upon written request to the Trust at its principal place of business.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder and to the benefits of the Guarantee Agreement to the extent provided therein.

[Include the following bracketed language if the Trust PIERS is in global form.]

[The aggregate stated Liquidation Amount of the Book-Entry Trust PIERS Certificate represented hereby may from time to time be reduced to reflect conversions or redemptions of a part of this Book-Entry Trust PIERS Certificate or cancellations of a part of this Book-Entry Trust PIERS Certificate, in each case, and in any such case, by means of notations on the Global Certificate Transfer Schedule on the last page hereof. Notwithstanding any provision of this Trust

¹ Insert in Certificated Trust PIERS only.

² Insert in Global Trust PIERS only.

PIERS to the contrary, conversions or redemptions of a part of this Trust PIERS in global form and cancellations of a part of this Trust PIERS in global form, may be effected without the surrendering of this Trust PIERS in global form; provided that appropriate notations on the Schedule of Exchanges, Conversions, Redemptions, Cancellations and Transfers are made by the Property Trustee or the Clearing Agency at the direction of the Property Trustee, to reflect the appropriate reduction or increase, as the case may be, in the aggregate liquidation amount of this Trust PIERS in a global form resulting therefrom or as a consequence thereof.]

By acceptance hereof, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Trust PIERS as evidence of indirect beneficial ownership in the Debentures.

IN WITNESS WHEREOF, the Trust has executed this certificate this          day of [            ], 2005.

Omnicare Capital Trust II
By:
	Name:
	Administrative Trustee

PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Trust PIERS referred to in the within-mentioned Trust Agreement.

Dated: [            ], 2005

JPMorgan Chase Bank, N.A., not in its individual capacity but solely as Property Trustee
By:
	Authorized Officer

[FORM OF REVERSE OF SECURITY]

Distributions payable on each Trust PIERS will be fixed at a rate per annum of 4.00% (the “Coupon Rate”) of the liquidation amount of $50 per Trust PIERS, such rate being the rate of interest payable on the Convertible Debentures to be held by the Property Trustee. Distributions on the Trust PIERS on each Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust PIERS 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 Trust PIERS are represented by Book-Entry Trust PIERS Certificates or (ii) if the Trust PIERS do not remain in book-entry form and the Convertible Debentures are not in the form of a global certificate, the Depositor will have the right to select record dates, which must be at least one business day before an interest payment date. Distributions payable on any Trust PIERS that are not punctually paid on any distribution date will cease to be payable to the person in whose name such Trust PIERS are registered on the original record date, and such defaulted distribution will instead be payable to the person in whose name such Trust PIERS are registered on the special record date or other specified date determined in accordance with the Trust Agreement. A Distribution is payable only to the extent that payments are made in respect of the Debentures held by the Property Trustee and to the extent the Property Trustee has funds on hand legally available therefor.

Distributions on the Trust PIERS shall be cumulative and shall accumulate from December 15, 2004 and will be payable quarterly in arrears, on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2005, except as otherwise described below. Distributions will be computed on the basis of a 360-day year consisting of twelve 30-day months; any period shorter than a full quarterly period will be computed on the basis of a 30-day month; and for any period less than a full calendar month, the number of days elapsed in such month.

During any quarterly period from March 15 to June 14, June 15 to September 14, September 15 to December 14 or December 15 to March 14, commencing with the quarterly period beginning June 15, 2009, the Trust will also pay contingent distributions (“Contingent Distributions”) of 0.125% of the average of the Trading Price of the Trust PIERS if the average of such Trading Prices for the five consecutive Trading Days ending on the second Trading Day preceding such quarterly period equals 115% or more of the stated liquidation amount of the Trust PIERS.

As long as no Default in the payment of interest, including contingent interest, if any, on the Convertible Debentures has occurred and is continuing under the Subordinated Indenture, the Depositor has the right under the Subordinated Indenture to defer payments of interest (other than contingent interest) by extending the interest payment period at any time and from time to time on the Debentures for a period not exceeding 20 consecutive calendar quarterly periods, including the first such quarterly period during such extension period (each an “Extension Period”); provided that no Extension Period shall extend beyond the stated maturity date of the Convertible Debentures or any redemption date therefor. As a consequence of such deferral, Distributions (other than Contingent Distributions) will also be deferred. Despite such deferral, quarterly Distributions will continue to accumulate with interest thereon (to the extent permitted by applicable law, but not at a rate exceeding the rate of interest then accruing on the Debentures) at the Coupon Rate compounded quarterly during any such Extension Period. Prior to the termination of any such Extension Period, the Depositor may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with

all such previous and further extensions within such Extension Period, may not exceed 20 consecutive quarterly periods, including the first quarterly period during such Extension Period, extend beyond the stated maturity date of the Convertible Debentures or any redemption date therefor. Payments of accumulated Distributions will be payable to Holders as they appear on the books and records of the Trust on the first record date after the end of the Extension Period. Upon the termination of any Extension Period and the payment of all amounts then due, the Depositor may commence a new Extension Period, subject to the above requirements. The payment of Contingent Distributions may not, under any circumstances, be subject to an Extension Period.

The Property Trustee may, at the direction of the Depositor, at any time liquidate the Trust and cause the Convertible Debentures to be distributed to the holders of the Trust Securities in liquidation of the Trust or, simultaneously with any redemption of the Convertible Debentures, cause a Like Amount of the Trust Securities to be redeemed by the Trust.

The Trust PIERS shall be redeemable as provided in the Trust Agreement. If a Change of Control occurs, each holder of Trust PIERS will have the right to require the Depositor to purchase all or any part of that Holder’s Trust PIERS at a purchase price equal to 100% of the Trust PIERS repurchased plus accrued and unpaid Distributions, including Contingent Distributions, if any, on the Trust PIERS repurchased, to the date of purchase on the terms and conditions set forth in the Trust Agreement.

SUBJECT TO AND UPON COMPLIANCE WITH THE PROVISIONS OF THE TRUST AGREEMENT, THE TRUST PIERS ARE CONVERTIBLE, AT THE OPTION OF THE HOLDER, AT ANY TIME ON AND AFTER THE OCCURRENCE OF ANY OF THE EVENTS DESCRIBED BELOW, AND BEFORE 5:00 PM, NEW YORK, NEW YORK TIME, ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE DATE OF REPAYMENT OF SUCH TRUST PIERS, WHETHER AT STATED MATURITY OR UPON REDEMPTION, INTO A CASH AMOUNT AND, IF APPLICABLE, FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK AT AN INITIAL CONVERSION RATIO OF 1.2248 SHARES OF COMMON STOCK FOR EACH $50 IN AGGREGATE PRINCIPAL AMOUNT OF TRUST PIERS SUBJECT TO ADJUSTMENT. A HOLDER MAY CONVERT ANY PORTION OF THE LIQUIDATION AMOUNT OF THE TRUST PIERS INTO (A) A CASH AMOUNT EQUAL TO THE LESSER OF (I) THE AGGREGATE STATED LIQUIDATION AMOUNT OF THE TRUST PIERS TO BE CONVERTED OR (II) THE APPLICABLE STOCK PRICE (AS DEFINED IN THE SUBORDINATED INDENTURE) MULTIPLIED BY THE CONVERSION RATIO THEN IN EFFECT (MULTIPLIED BY THE AGGREGATE STATED LIQUIDATION AMOUNT OF TRUST PIERS TO BE CONVERTED DIVIDED BY 50) AND (B) IF THE PRODUCT OF THE APPLICABLE STOCK PRICE AND THE CONVERSION RATIO THEN IN EFFECT (MULTIPLIED BY THE AGGREGATE STATED LIQUIDATION AMOUNT OF TRUST PIERS TO BE CONVERTED DIVIDED BY 50) EXCEEDS THE AGGREGATE STATED LIQUIDATION AMOUNT OF THE TRUST PIERS TO BE CONVERTED, A NUMBER OF SHARES OF COMMON STOCK EQUAL TO (I) THE AGGREGATE STATED LIQUIDATION AMOUNT OF TRUST PIERS TO BE CONVERTED DIVIDED BY $50 AND MULTIPLIED BY (II)(X) THE CONVERSION RATIO THEN IN EFFECT MINUS (Y) $50 DIVIDED BY THE APPLICABLE STOCK PRICE.

UPON ANY EXERCISE OF SUCH CONVERSION RIGHT, THE CONVERSION AGENT SHALL EXCHANGE THE TRUST PIERS TO BE CONVERTED INTO CONVERTIBLE DEBENTURES ON THE BASIS OF ONE TRUST PIERS PER $50 PRINCIPAL AMOUNT OF CONVERTIBLE DEBENTURES, AND IMMEDIATELY CONVERT SUCH AMOUNT OF CONVERTIBLE DEBENTURES INTO CASH AND, IF APPLICABLE, SHARES OF COMMON STOCK IN AN AMOUNT DETERMINED AS DESCRIBED IN THIS PARAGRAPH.

Settlement in cash and, if applicable, shares of Common Stock will occur on the second Trading Day following the final Trading Day of the 20 Trading Day period (the “Cash Settlement Averaging Period”) beginning on the Trading Day following the receipt by the Property Trustee of a Holder’s conversion notice; provided that, such conversion notice satisfies the requirements set forth in the Trust Agreement and that all other conversion requirements described therein have been satisfied; provided further that, if a Holder submits such conversion notice during the period beginning 25 Trading Days preceding the maturity date of the Convertible Debentures and ending one Trading Day preceding such maturity date, then the Cash Settlement Averaging Period will be the 20 Trading Day period ending on the second Trading Day preceding such maturity date; provided further that, if the Convertible Debentures have been called for redemption, the Cash Settlement Averaging Period will be the 20 Trading Day period ending on the second Trading Day preceding the Redemption Date. Such day will be the 22nd Trading Day following the Property Trustee’s receipt of a Holder’s conversion notice (assuming the Holder has satisfied all conversion requirements, including the valid delivery of the conversion notice), unless (i) the conversion is in connection with a redemption, in which case the settlement day will be the redemption date or (ii) a Holder submits a conversion notice during the period beginning 25 Trading Days preceding the maturity date and ending one Trading Day preceding the maturity date, in which case the settlement day will be the maturity date.

A Holder’s right to convert its Trust PIERS will arise only upon the occurrence of any of the following:

Conversion Rights Based on Common Stock Price. If, as of the last day of any calendar quarter beginning with the quarter ending March 31, 2005, the Closing Sale Price of the Common Stock on each of at least 20 Trading Days in a period of 30 consecutive Trading Days ending on the last Trading Day of such quarter is more than 130% of the Conversion Price in effect on the last day of such calendar quarter, then on and after the first day of the following calendar quarter (and only during such following calendar quarter), Holders may surrender their Trust PIERS for conversion into shares of Common Stock at any time at their option until 5:00 p.m., New York, New York time, on the Business Day immediately preceding the Stated Maturity or earlier Redemption Date.

Conversion Rights Based on Notice of Redemption. A Holder may surrender for conversion a Trust PIERS that has been called for redemption at any time prior to 5:00 p.m., New York, New York time, on the day that is two Business Days immediately preceding the date of redemption, even if such Trust PIERS is not otherwise convertible at that time.

Conversion Rights Based on Trust PIERS Trading Price. Holders may also surrender a Trust PIERS for conversion during the five-Business-Day period following any 10-consecutive-Trading-Day period in which the average of the Trading Prices for the Trust PIERS for such 10-Trading-Day period is less than a Specified Trigger

Percentage (as defined below) of the average of the Conversion Values (as defined below) for the Trust PIERS for each day during such period. The “Specified Trigger Percentage” shall be 105% for any 10-Trading-Day period that ends before June 15, 2028 and 98% for any 10-Trading-Day period ending on or after that date. “Conversion Value” is equal to the product of the sale price of Common Stock on a given day multiplied by the then-current Conversion Ratio.

Conversion Rights Based on Occurrence of Certain Corporate Transactions.

If:

(a) the Company shall distribute to all holders of its Common Stock rights or warrants entitling such holders to subscribe for or purchase, for a period expiring within 60 days of the date of any such distribution, Common Stock at a price per share less than the Trading Price of the Common Stock on the Trading Day immediately preceding the date of the announcement of such distribution;

(b) the Company elects to distribute to all holders of its Common Stock cash or other assets, debt securities or rights or warrants to purchase its securities, which distribution has a per share value (as determined by the Company’s Board of Directors) exceeding 10% of the Trading Price of Common Stock on the Business Day preceding the declaration date for the distribution; or

(c) a Change of Control would have occurred but holders of Trust PIERS do not have the right to require the Company to repurchase their Trust PIERS as a result of such Change of Control because either (1) the trading price of Common Stock during the period described in clause (x) of the definition of “Change of Control” set forth in the Trust Agreement equals or exceeds the level specified in such definition or (2) the consideration received in such Change of Control consists of common stock that is freely tradable and the Trust PIERS become convertible into such common stock (as described in clause (y) of the definition of “Change of Control” set forth in the Trust Agreement),

then the Company shall be required to notify the Holders of the Trust PIERS at least 20 days prior to the ex-dividend date for the distribution or within 30 days of the occurrence of the Change of Control, as the case may be. Once the Company has given such notice, Holders may surrender their Trust PIERS for conversion at any time until either (a) the earlier of the close of business on the Business Day immediately prior to the ex-dividend date and the date on which the Company announces that the distribution will not take place, in the case of a distribution or (b) 30 days after the date of the Change of Control notice, in the case of a Change of Control. A Holder will not have the right to convert Trust PIERS as a result of a distribution if the Holder has rights to participate, or will have such rights, in the distribution without conversion.

In addition, if the Depositor is party to a consolidation, merger or binding share exchange pursuant to which Common Stock will be converted into cash, securities or other property, or if the Company sells, transfers or leases all or substantially all of its assets (each of which is referred to herein as a “Business Consolidation Transaction”), a Holder may convert Trust PIERS at any time from and after the date which is 15 days prior to the anticipated effective date of such Business Consolidation Transaction until 15 days after the effective date of such Business Consolidation Transaction. At and after the effective time of a Business Consolidation Transaction, the right to convert a Trust PIERS

into cash and, if applicable, Common Stock will be changed into a right to convert the Trust PIERS into cash and, if applicable, the kind and amount of cash, securities or other property which the Holder would have received if the Holder had converted such Trust PIERS immediately prior to the Business Consolidation Transaction. Such adjustment would be made assuming the Holders did not exercise any rights of election as to the kind or amount of consideration receivable. The Company shall not become a party to any such transaction unless its terms are consistent with the conversion rights described in this paragraph.

A Holder may not exercise conversion rights in respect of any Trust PIERS in respect of which such Holder is exercising its option to require redemption upon a Change of Control pursuant to Section 3.01 of the Third Supplemental Indenture to the Subordinated Indenture. The Trust PIERS shall be subject to the further provisions relating to conversion set forth in the Trust Agreement and the Subordinated Indenture.

CONVERSION REQUEST

To: JP Morgan Chase Bank, N.A.,

as Property Trustee of

Omnicare Capital Trust II

The undersigned owner of these Trust PIERS hereby irrevocably exercises the option to convert these Trust PIERS, or the portion below designated, into cash and, if applicable, Common Stock (as such term is defined in the Indenture, dated June 13, 2003, between Omnicare, Inc. and SunTrust Bank, as Trustee, as supplemented by the Third Supplemental Indenture, dated [            ], 2005 (the “Subordinated Indenture”) in accordance with the terms of the Indenture and the Amended and Restated Trust Agreement (as amended from time to time, the “Trust Agreement”), dated as of [            ], 2005, by David W. Froesel, Jr. and Thomas Marsh, as Administrative Trustees, Chase Manhattan Bank USA, National Association, as Delaware Trustee, JPMorgan Chase Bank, N.A., as Property Trustee, Omnicare, Inc., as Depositor, and by the Holders, from time to time, of undivided beneficial interests in the assets of the Trust to be issued pursuant to the Trust Agreement. Pursuant to the aforementioned exercise of the option to convert these Trust PIERS, the undersigned hereby directs the Conversion Agent (as that term is defined in the Trust Agreement) to (i) exchange such Trust PIERS for a cash amount and, if applicable, a portion of the Convertible Debentures (as that term is defined in the Trust Agreement) held by the Trust (at the rate of exchange specified in Trust Agreement and the Subordinated Indenture) and (ii) immediately convert such Convertible Debentures on behalf of the undersigned, into a cash amount and, if applicable, Common Stock (at the Conversion Ratio as set forth in the Terms Agreement and the Indenture).

The undersigned does also hereby direct the Conversion Agent to wire transfer in immediately available funds the cash amount and any cash in lieu of fractional shares together with shares, if any, issuable and deliverable upon conversion to the account of the DTC participant identified below, unless a different name has been indicated in the assignment below. If the shares, if any, are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

Date:                                 

Number of Trust PIERS to be converted:                                 

If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the cash amount and, if applicable, shares of Common Stock are to be issued, along with the address or addresses of such person or persons.

(Sign exactly as your name appears on the other side of this Trust PIERS certificate) (for conversion of Definitive Trust PIERS Certificate only)

DTC Participant No.:                                     

Please print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number.

Signature Guarantee:*                                                              

* Signature must be guaranteed by an “eligible guarantor institution” that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust PIERS Certificate to:

(Insert assignee’s social security or tax identification number)

(Insert address and zip code of assignee)

and irrevocably appoints

agent to transfer this Trust PIERS 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 Trust PIERS Certificate)

Signature Guarantee:*                                                          

* Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Act of 1934, as amended.

Schedule A

Global Certificate Transfer Schedule

Changes to Principal Amount of Global Security

Date Principal Amount of Securities by which this Global Security Is to Be Reduced and Reason for Reduction Remaining Principal Amount of this Global Security (following decrease) Authorized Signature of officer of Property Trustee or Clearing Agency

Schedule to be maintained by Property Trustee or Clearing Agency in cooperation with Property Trustee, as applicable.

EX-4.11

EXHIBIT 4.11

EXECUTION VERSION

GUARANTEE AGREEMENT

By and Between

OMNICARE, INC.,

as Guarantor

and

JPMORGAN CHASE BANK, N.A.,

as Guarantee Trustee

Dated as of March 8, 2005

Cross Reference Table*

Section of Trust Indenture Act of 1939, as amended	Section of 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)
312(b)		2.2(b)
312(c)		Inapplicable
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
316(b)		5.3
316(c)		Inapplicable
317(a)		Inapplicable
317(b)		Inapplicable
318(a)		2.1(b)
318(b)		2.1
318(c)		2.1(b)

* 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

		Page
ARTICLE I
INTERPRETATION AND DEFINITIONS
Section 1.1	Definitions	1
Section 1.2	Incorporation by Reference of Trust Indenture Act	5
Section 1.3	Rules of Construction	5
ARTICLE II
TRUST INDENTURE ACT
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	7
Section 2.8	Conflicting Interests	7
ARTICLE III
POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE
Section 3.1	Duties of Guarantee Trustee	7
Section 3.2	Rights of Guarantee Trustee	8
Section 3.3	Not Responsible for Recitals or Issuance of Guarantee	10
ARTICLE IV
GUARANTEE TRUSTEE
Section 4.1	Eligibility; Disqualification	10
Section 4.2	Appointment, Removal and Replacement of Guarantee Trustee	10
ARTICLE V
GUARANTEE
Section 5.1	Guarantee	11
Section 5.2	Waiver of Notice and Demand	11
Section 5.3	Obligations Not Affected	12
Section 5.4	Rights of Holders	12
Section 5.5	Guarantee of Payment	13

ii

Section 5.6	Subrogation	13
Section 5.7	Independent Obligations	13
ARTICLE VI
LIMITATIONS ON TRANSACTIONS; SUBORDINATION
Section 6.1	Limitations on Transactions	13
Section 6.2	Subordination	14
ARTICLE VII
TERMINATION
Section 7.1	Termination	15
ARTICLE VIII
INDEMNIFICATION
Section 8.1	Exculpation	15
Section 8.2	Compensation and Indemnity	15
ARTICLE IX
MISCELLANEOUS
Section 9.1	Successors and Assigns	16
Section 9.2	Amendments	17
Section 9.3	Notices	17
Section 9.4	Counterparts	18
Section 9.5	Benefit	18
Section 9.6	Governing Law	18

iii

GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT (the “Guarantee”) dated as of March 8, 2005, is executed and delivered by Omnicare, Inc., a Delaware business corporation (the “Guarantor”), and JPMorgan Chase Bank, N.A., a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust PIERS and Trust Common Securities (each as defined herein) of Omnicare Capital Trust II, a Delaware statutory trust (the “Trust”).

WHEREAS, pursuant to an Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of March 8, 2005, among the Guarantor, in its capacity as Depositor, JPMorgan Chase Bank, N.A., in its capacity as Property Trustee, Chase Manhattan Bank USA, National Association, in its capacity as Delaware Trustee, and David W. Froesel, Jr. and Thomas Marsh, as Administrative Trustees, and the Holders from time to time of undivided beneficial interests in the assets of the Trust, the Trust is issuing on the date hereof (i) 6,675,339 convertible trust preferred securities, having an aggregate liquidation amount of $333,766,950, such convertible trust preferred securities being designated the Trust Preferred Income Equity Redeemable Securities (PIERS) (the “Trust PIERS”) and (ii) 206,454 trust common securities having an aggregate liquidation amount of $10,322,700, such trust common securities being designated Trust Common Securities (the “Trust Common Securities” and, together with the Trust PIERS, the “Trust Securities”); and

WHEREAS, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth in this Guarantee, to pay to the Holders of the Trust PIERS 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 exchange of $333,766,950 stated liquidation amount of 4.00% Trust Preferred Income Equity Redeemable Securities (PIERS) of Omnicare Capital Trust I for up to $333,766,950 stated liquidation amount of Trust PIERS, 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.

“Contingent Distributions” has the meaning specified in the Trust Agreement.

1

“Convertible Debentures” means the series of convertible debentures issued by the Guarantor under the Indenture designated the “Series B 4.00% Junior Subordinated Convertible Debentures due 2033” held by the Property Trustee on behalf of the Trust.

“Corporate Trust Office” means the office of the Guarantee Trustee at which its corporate trust business shall be principally administered, which on the date hereof is 4 New York Plaza, 15^th Floor, New York, New York 10004.

“Covered Person” means a Holder or beneficial owner of Trust PIERS.

“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 (other than contingent interest) on the Convertible Debentures pursuant to the terms thereof and pursuant to the Indenture.

“Global Security” has the meaning specified in the Indenture.

“Guarantee Event of Default” means a default by the Guarantor on any of its payment obligations under this Guarantee.

“Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Trust PIERS, to the extent not paid by or on behalf of the Trust: (i) any accrued and unpaid Distributions, including Contingent Distributions, that are required to be paid on such Trust PIERS to the extent the Trust has sufficient funds legally and immediately available therefor at the time, (ii) the Redemption Price for any Trust PIERS called for redemption, including all accrued and unpaid Distributions (including Contingent Distributions) to the date of redemption, to the extent the Trust shall have sufficient funds legally and immediately available therefor at the time, (iii) the cash amounts payable upon conversion of the Trust PIERS or (iv) upon a dissolution, winding-up or termination of the Trust (other than in connection with the distribution of Convertible Debentures to the holders of Trust PIERS as provided in the Trust Agreement or the redemption of all the Trust PIERS), the lesser of (a) the sum of the liquidation amount and all accrued and unpaid Distributions (including Contingent Distributions) on the Trust PIERS to the date of payment, to the extent the Trust has sufficient funds legally and immediately available therefor at the time and (b) the amount of assets of the Trust remaining available for distribution to Holders of Trust PIERS in liquidation of the Trust (in either case, the “Liquidation Distribution”).

“Guarantee Trustee” means JPMorgan Chase Bank, N.A., a New York banking corporation, 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 PIERS; provided, however, that in determining whether the holders of the requisite

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percentage of Trust PIERS 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 June 13, 2003, between the Guarantor and SunTrust Bank, as trustee (the “Base Indenture”), as supplemented by that Third Supplement Indenture, dated as of March 8, 2005, between the Guarantor and SunTrust Bank, as trustee, pursuant to which the Convertible Debentures are issued.

“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 PIERS, 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, including Contingent Distributions, to the date upon which the voting percentages are determined) of all outstanding Trust PIERS. In determining whether the Holders of the requisite amount of Trust PIERS have voted, Trust PIERS which are owned by the Guarantor or any Affiliate of the Guarantor or any other obligor on the Trust PIERS shall be disregarded for the purpose of any such determination; provided that, in determining whether the Guarantee Trustee shall be protected in relying upon any such determination, only Trust PIERS which a Responsible Officer of the Guarantee Trustee actually knows are so owned shall be so disregarded.

“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 Guarantor.

“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.

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“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Guarantee Trustee.

“Other Debentures” means all junior subordinated debentures issued by the Guarantor from time to time and sold to any other trust, partnership or other entity affiliated with, established by or to be established by the Guarantor that is a financing vehicle of the Guarantor, if any, in each case similar to the Trust.

“Other Guarantees” means all guarantees to be issued by the Guarantor with respect to capital securities (if any) similar to the Trust Securities issued by any other trust, partnership or other entity affiliated with, established by or to be established by the Guarantor, if any, in each case similar to the Trust.

“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.

“Responsible Officer” means, with respect to the Guarantee Trustee, any officer of the Guarantee Trustee within the Institutional Trust Services – Conventional Debt Unit or any successor group of the Guarantee Trustee located at the Corporate Trust Office who has direct responsibility for the administration of this Guarantee and for purposes of Sections 2.7(a) and 3.1(d)(ii) 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.

“Securities Registrar” has the meaning specified in the Trust Agreement.

“Senior Indebtedness” has the meaning specified in the Indenture.

“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 March 8, 2005, 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 PIERS” has the meaning specified in the recitals hereto.

“Trust Securities” has the meaning specified in the recitals hereto.

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“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.

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;

(d) provisions apply to successive events and transactions;

(e) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Guarantee as a whole and not to any particular Article, Section or other subdivision; and

(f) references to Sections, Subsections and Articles herein are references to Sections, Subsections and Articles of this Guarantee.

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 (unless the Guarantee Trustee is otherwise the registrar of the Trust Securities) 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 PIERS are represented by one or more Global Securities, at least one Business Day prior to the date for

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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 Securities 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 Section 311(a) of the TIA, subject to Section 311(b) of the TIA, and Section 312(b) of the TIA.

Section 2.3 Reports by Guarantee Trustee.

Within 60 days after June 1 of each year (commencing with the year of the first anniversary of the issuance of the Trust PIERS), 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 PIERS 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 (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 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. Delivery of documents, reports and information required by said Section 314 to the Guarantee Trustee is for informational purposes only and the Guarantee Trustee’s receipt of such shall not constitute notice or constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor’s compliance with any of its covenants hereunder (as to which the Guarantee Trustee is entitled to rely exclusively on Officers’ Certificates).

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) of the TIA may be given in the form of an Officers’ Certificate. Any opinion of counsel to be given by counsel pursuant to Section 314(c)(2) of the TIA may be given in the form of an Opinion of Counsel.

Section 2.6 Guarantee Event of Default; Waiver.

The Holders of a Majority in Liquidation Amount of the Trust PIERS may, by vote or written consent, on behalf of all of the Holders, waive any past Guarantee Event of Default and its consequences, except a Guarantee Event of Default in respect of any covenant or provision hereof which cannot be modified or amended without the consent of each Holder. 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

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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 by first-class postage prepaid 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.

(b) The Guarantee Trustee shall not be deemed to have knowledge of any Guarantee Event of Default unless a Responsible Officer of the Guarantee Trustee shall have received 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 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 have the right to 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 such duties and 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 such of 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 person would exercise or use under the circumstances in the conduct of his or her own affairs.

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(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:

(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 PIERS 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

(iv) 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.

(e) Whether or not expressly so provided, every provision of this Guarantee relating to the conduct or affecting the liability of or affording protection to the Guarantee Trustee shall be subject to the provisions of this Section 3.1 and Section 8.1.

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

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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 may be sufficiently evidenced by an Officers’ Certificate;

(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 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;

(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 provided 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(a)(vii) 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 pursuant to the last sentence of Section 3.1(c) hereof; and

(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 PIERS, (B) may refrain from enforcing such remedy or right or taking such other action until such written instructions are received and (C) shall be fully protected in relying on or acting in accordance with such written instructions.

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(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.

Section 3.3 Not Responsible for Recitals or Issuance of Guarantee

The recitals contained in this Guarantee shall be taken as the statements of the Guarantor, and the Guarantee Trustee does not assume any responsibility for their correctness. The Guarantee Trustee makes no representations as to the validity or sufficiency of this Guarantee.

ARTICLE IV

GUARANTEE TRUSTEE

Section 4.1 Eligibility; Disqualification.

(a) 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; provided, however, that there shall be excluded from the operation of Section 310(b) of the TIA the Guarantee Agreement By and Between Omnicare, Inc., as Guarantor, and JPMorgan Chase Bank, as Guarantee Trustee, dated as of June 13, 2003. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to above, then, for the purposes of this Section 4.1(a), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) If at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set out in Section 4.2(c) of the TIA.

(c) If the Guarantee Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the TIA, the Guarantee Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the TIA, subject to the penultimate paragraph thereof.

Section 4.2 Appointment, Removal and 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 in accordance with Section 4.2(a) 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

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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.

(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 Trust 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 Convertible Debentures 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 (other than Contingent Distributions) on the Trust PIERS.

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.

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Section 5.3 Obligations Not Affected.

The obligations, covenants, agreements and duties of the Guarantor 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:

(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 PIERS 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 (other than Contingent Distributions), Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Trust PIERS or the extension of time for the performance of any other obligation under, arising out of, or in connection with the Trust PIERS (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 Convertible Debentures permitted by the Indenture);

(c) Any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Trust PIERS, 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 PIERS;

(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.

The Guarantor expressly acknowledges that: (i) this Guarantee 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 on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Trust PIERS 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

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Guarantee or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee, 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 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, 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 PIERS, 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.

ARTICLE VI

LIMITATIONS ON TRANSACTIONS; SUBORDINATION

Section 6.1 Limitations on Transactions.

(a) So long as any Trust PIERS 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 with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and 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 Indenture and the certificate evidencing the Convertible Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not:

(i) 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

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stock (other than (a) purchases of the Guarantor’s capital stock in connection with employee, director or agent benefit plans and under any dividend reinvestment or stock purchase plan, (b) in connection with the reclassification of any class or series of the Guarantor’s capital stock or the exchange or conversion of one class or series of the Guarantor’s capital stock for or into another class or series of the Guarantor’s capital stock, (c) the payment of any dividend within 60 days after the date of the declaration of a dividend if, at the date of declaration, (x) if paid on that date, the payment of such dividend would not have been prohibited by an election to defer interest payments pursuant to the Indenture and (y) the declaration of such dividend is in accordance with the Guarantor’s dividend policy in effect immediately prior to its declaration of such dividend, (d) the purchase of fractional interests in shares of the Guarantor’s capital stock in connection with the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (e) dividends or distributions payable in the Guarantor’s capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock, (f) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant thereto, (g) the purchase of the Guarantor’s common stock, or securities convertible or exercisable for the Guarantor’s common stock, in satisfaction of the Guarantor’s obligation under an acquisition transaction that the Guarantor has entered into prior to the beginning of such Extension Period, in an amount not greater than $10 million in the aggregate in any such Extension Period or (h) repurchases of the Guarantor’s common stock in connection with acquisitions of businesses made by the Guarantor or any of its subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses);

(ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including Other Debentures) issued by the Guarantor expressed to rank pari passu with or junior or subordinated to the Convertible Debentures, in each case other than through the issuance or exchange of debt securities that are expressed to rank pari passu with or junior or subordinated to the Convertible Debentures; or

(iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities (including other guarantees) of the Guarantor’s subsidiaries, if such guarantee is expressed to rank pari passu with or junior or subordinated in interest to the Convertible Debentures, other than payments under the Guarantee or any Other Guarantee.

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 Senior Indebtedness of the Guarantor (as defined in the Indenture), to the same extent and in the same manner that the Convertible Debentures are subordinated to Senior Indebtedness of the Guarantor pursuant to the Indenture, (ii) pari passu with the Convertible Debentures, any Other Debentures and any Other Guarantee, and (iii) senior to the Guarantor’s capital stock. Nothing in this Section 6.2 shall apply to claims of, or payments to, the Guarantee Trustee under or pursuant to Section 8.2 hereof.

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ARTICLE VII

TERMINATION

Section 7.1 Termination.

This Guarantee shall terminate upon:

(a) payment in full of the Redemption Price of all Trust PIERS,

(b) distribution of the Convertible Debentures to the Holders in exchange for all the outstanding Trust PIERS,

(c) full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Trust, or

(d) conversion of all outstanding Trust PIERS in accordance with the terms of the Trust Agreement.

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 PIERS or under this Guarantee.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Exculpation.

(a) No Covered Person shall be liable, responsible or accountable in damages or otherwise to the Guarantor or any Indemnified 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, bad faith 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.

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

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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 reasonable cost and expense 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. An Indemnified Person may employ separate counsel and the Guarantor shall pay the reasonable fees and expenses of such counsel if the named parties to any such proceeding include such Indemnified Person and the Guarantor and there may be one or more legal defenses available to the Indemnified Person that are different from or in addition to those available to the Guarantor or if there is a conflict of interest. The Guarantor need not pay for any settlement made without its prior written 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 or willful misconduct.

(d) In addition to and without prejudice to its rights hereunder, when the Guarantee Trustee incurs expenses or renders services after a Bankruptcy Event (as defined in the Trust Agreement) with respect to the Guarantor occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, receivership, insolvency or similar law.

(e) The provisions of this Section 8.2 shall survive the satisfaction and discharge of this Guarantee, the resignation or removal of the Guarantee Trustee and the termination of this Guarantee for any reason.

(f) “Guarantor Trustee” for the purposes of this Section 8.2 shall include any predecessor Guarantee Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Guarantee Trustee shall not affect the rights of any other Guarantee Trustee hereunder.

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 from time to time of the Trust PIERS then outstanding. Except in connection with a consolidation, merger, sale or conveyance involving the Guarantor that is permitted by Article 5 of the Base 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.

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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 PIERS. 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.

Section 9.3 Notices.

Any notice or communication by the Guarantor or the Guarantee Trustee to the other shall be given 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

Fax: (312) 392-3360

(b) if to the Trust:

Omnicare Capital Trust II

c/o Omnicare, Inc.

100 East RiverCenter Boulevard

Covington, Kentucky 41011

Attention: Cheryl D. Hodges

Senior Vice President and Secretary

Fax: (312) 392-3360

(c) if to the Guarantee Trustee:

JPMorgan Chase Bank, N.A.

4 New York Plaza, 15^th Floor

New York, New York 10004

Attention: Institutional Trust Services

Fax: (212) 623-6167

The Guarantor, the Trust 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 the Guarantor mails a notice or communication to Holders, it shall mail a copy to the Guarantee Trustee at the same time.

All notices and communication by the Guarantor or the Guarantee Trustee to the other shall be deemed to have been given when received by the recipient except that if a notice or other

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document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

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 PIERS.

Section 9.6 Governing Law.

THIS GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

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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:	/s/ Joel F. Gemunder
Name:	Joel F. Gemunder
Title:	President and Chief Executive Officer
JPMORGAN CHASE BANK, N.A.,     as Guarantee Trustee
By:	/s/ Carol Ng
Name:	Carol Ng
Title:	Vice President

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