Omnicare (OCR)

Certain Relationships and Transactions

Edward L. Hutton was the non-executive Chairman of the Board of the Company from May 2003 until February 22, 2008. Prior to May 2003, Mr. Hutton served in an executive position, as Chairman of the Company, from 1981. For services rendered in 2008, the Company paid Mr. Hutton $36,058 as salary in addition to amounts paid to Mr. Hutton in his capacity as a Director of the Company described at “Governance of the Company and Board Matters—Director Compensation.” Mr. Hutton did not participate in the Company’s pension plans; however, Mr. Hutton did participate in a deferred compensation arrangement since 1981 which

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had been designed to provide him retirement benefits comparable to Company executives. For 2008, Mr. Hutton was credited with a Company contribution of $73,276 under this arrangement. On February 28, 2008 and March 7, 2008, Mr. Hutton was paid lump-sum payments of $15,616,789 and $48,379, respectively, in full satisfaction of his benefits under this arrangement due to his retirement from the Company. In 2008, Mr. Hutton was also paid $565,239, which payment reflects the economic value of the benefit that would have vested in 2008 for his account had he been eligible to participate in the SERP II described at “Pension Benefits—2002 Supplemental Pension Plan.”

Joel F. Gemunder is the President, Chief Executive Officer and a Director of the Company. Mr. Gemunder’s son, David A. Gemunder, is a partner in the law firm of Shutts & Bowen LLP. In 2008, the Company paid $5,014,574 to Shutts & Bowen LLP for legal services the firm performed for the Company.

Sandra E. Laney is a Director of the Company. Ms. Laney’s spouse, D. Michael Laney, is Vice President-Management Information Systems of the Company. For services rendered in 2008 and pursuant to his employment agreement with the Company, the Company paid Mr. Laney $252,000 as salary and $56,494 in bonus. Under the Company’s stock award program, in 2008, Mr. Laney was awarded 2,055 shares of restricted Common Stock with a dollar value of $48,806. These shares vest ratably over 10 years. Mr. Laney receives dividends on the awarded restricted shares. In addition, in 2008, the Company granted Mr. Laney options to purchase 2,990 shares of Common Stock of the Company at an average exercise price of $24.06 per share. These options were granted under the Stock and Incentive Plan, have a term of 10 years and become exercisable ratably over four years on the anniversary of the grant date, in the case of 1,760 of such options, and become exercisable in full after four years, in the case of 1,230 of such options. Mr. Laney is also a participant in the Company’s S&I Plan and, as such, was credited with a Company contribution of 125 shares of the Company’s Common Stock with a dollar value of $4,441 for 2008. Mr. Laney received a bonus of $4,943 in connection with the Company’s split-dollar insurance program. The Company paid life insurance premiums of $708 for Mr. Laney and a long-term care insurance premium (as spouse of Mr. Laney) of $3,245 for Ms. Laney in 2008. The Company paid $220 for parking services for Mr. Laney in 2008. Mr. Laney also participated in the SERP II described at “Executive Compensation—Supplemental Benefit Plan.” In February of 2008, Mr. Laney received a lump-sum payment of his fully accrued benefits under the SERP II equal to $145,247.

Certain Relationships and Transactions

Edward L. Hutton was the non-executive Chairman of the Board of the Company from May 2003 until February 22, 2008. Prior to May 2003, Mr. Hutton served in an executive position, as Chairman of the Company, from 1981. For services rendered in 2007, the Company paid Mr. Hutton $250,000 as salary in addition to amounts paid to Mr. Hutton in his capacity as a Director of the Company described at “Governance of the Company and Board Matters—Director Compensation.” Mr. Hutton did not participate in the Company’s pension plans; however, Mr. Hutton did participate in a deferred compensation arrangement which had been designed to provide him retirement benefits comparable to Company executives. For 2007, Mr. Hutton was credited with a Company contribution of $500,000 under this arrangement. Such deferred amounts accrue interest at market rates and are paid in future years. Mr. Hutton was also paid $546,310, which payment reflects the economic value of the benefit that would have vested in 2007 for his account had he been eligible to participate in the SERP II described at “Pension Benefits—2002 Supplemental Pension Plan.”

Joel F. Gemunder is the President, Chief Executive Officer and a Director of the Company. Mr. Gemunder’s son, David A. Gemunder, is a partner in the law firm of Shutts & Bowen LLP. In 2007, the Company paid $3,905,437 to Shutts & Bowen LLP for legal services the firm performed for the Company.

Sandra E. Laney is a Director of the Company. Ms. Laney’s spouse, D. Michael Laney, is Vice President-Management Information Systems of the Company. For services rendered in 2007 and pursuant to his

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employment agreement with the Company, the Company paid Mr. Laney $233,333 as salary and, under the Company’s stock award program, awarded him shares of restricted Common Stock and stock options with an aggregate dollar value of $63,200, scheduled to be granted on the third business day following the release of the Company’s financial results for the quarter ended March 31, 2008. These shares vest ratably over 10 years. Mr. Laney receives dividends on the awarded restricted shares. In addition, in 2007, the Company granted Mr. Laney stock options to purchase 850 shares of Common Stock of the Company at an average exercise price of $32.39 per share. These stock options were granted under the 2004 Stock Plan, have a term of 10 years and become exercisable in full after four years. Mr. Laney is also a participant in the Company’s S&I Plan and, as such, was credited with a Company contribution of 222 shares of the Company’s Common Stock with a dollar value of $6,749 for 2007. Mr. Laney participates in the Company’s split-dollar insurance program. The Company paid life insurance premiums of $694 for Mr. Laney and a long-term care insurance premium (as spouse of Mr. Laney) of $3,245 for Ms. Laney in 2007. The Company paid $660 for parking services for Mr. Laney in 2007. Mr. Laney also participates in the SERP II described at “Pension Benefits—2002 Supplemental Pension Plan.” His accrued annual benefit under the plan, as of December 31, 2007, was $12,545. In February of 2008, Mr. Laney received a lump sum payment of his fully accrued benefits under the SERP II equal to $145,247.

Certain Relationships and Transactions

Edward L. Hutton has been Chairman of the Board of the Company since May 2003. In May 2003, the Company amended its By-Laws to create the non-executive position of Chairman of the Board. Prior to May 2003, Mr. Hutton served in an executive position, as Chairman of the Company, from 1981. For services

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rendered in 2006, the Company paid Mr. Hutton $250,000 as salary in addition to amounts paid to Mr. Hutton in his capacity as a Director of the Company described at “Director Compensation.” Mr. Hutton does not participate in the Company’s pension plans; however, Mr. Hutton participates in a deferred compensation arrangement which had been designed to provide him retirement benefits comparable to Company executives. For 2006, Mr. Hutton was credited with a Company contribution of $500,000 under this arrangement. Such deferred amounts accrue interest at market rates and are paid in future years. Mr. Hutton was also paid $496,414, which payment reflects the economic value of the benefit that would have vested in 2006 for his account had he been eligible to participate in the SERP II described at “Executive Compensation—Supplemental Benefit Plan.”

Joel F. Gemunder is the President, Chief Executive Officer and a Director of the Company. Mr. Gemunder’s son, David A. Gemunder, was a shareholder in the law firm of Fowler White Boggs Banker during a portion of 2006. In 2006, the Company paid $3,561,816 to Fowler White Boggs Banker for legal services the firm performed for the Company. David A. Gemunder is now, and was during a portion of 2006, a partner in the law firm of Shutts & Bowen LLP. In 2006, the Company paid $566,316 to Shutts & Bowen LLP for legal services the firm performed for the Company.

Sandra E. Laney is a Director of the Company. Ms. Laney’s spouse, D. Michael Laney, is Vice President—Management Information Systems of the Company. For services rendered in 2006 and pursuant to his employment agreement with the Company, the Company paid Mr. Laney $225,000 as salary and $8,267 in bonus and, under the Company’s stock award program, awarded him 993 shares of restricted Common Stock with a dollar value of $40,107. These shares vest ratably over 10 years. Mr. Laney receives dividends on the awarded restricted shares. In addition, in 2006, the Company granted Mr. Laney options to purchase 3,270 shares of Common Stock of the Company at an average exercise price of $41.35 per share. These options were granted under the 2004 Stock and Incentive Plan, have a term of 10 years and became exercisable ratably over four years on the anniversary of the grant date, in the case of 2,700 of such options, and become exercisable in full after four years, in the case of 570 of such options. Mr. Laney is also a participant in the Company’s S&I Plan and, as such, was credited with a Company contribution of 106 shares of the Company’s Common Stock with a dollar value of $4,465 for 2006. Mr. Laney participates in the Company’s split-dollar insurance program. For 2006, the present value of future benefits derived from premium payments made by the Company for the benefit of Mr. Laney under the split-dollar program, which provides for refund of premiums to the Company upon termination of the policy, was $640. The Company paid life insurance premiums of $675 for Mr. Laney and a long-term care insurance premium (as spouse of Mr. Laney) of $3,245 for Ms. Laney in 2006. Mr. Laney also participates in the SERP II described at “Executive Compensation—Supplemental Benefit Plan.” His annual benefit under the plan, assuming seven years of credited service, is $12,545.