Caremark Rx, Inc. Form of Common Stock Certificate and Rights Agreement Reference

Summary

This document is a form of common stock certificate issued by Caremark Rx, Inc., certifying ownership of fully paid and non-assessable shares of the company's common stock. The certificate is transferable and subject to the company's Certificate of Incorporation and Bylaws. It also references certain rights under a Rights Agreement, which may affect the holder's rights under specific circumstances. The certificate must be properly endorsed and registered to be valid, and additional information about shareholder rights is available upon request.

EX-4.4 6 ex4-4.txt FORM OF COMMON STOCK CERTIFICATE OF THE COMPANY 1 EXHIBIT 4.4 [NUMBER] CAREMARK RX, INC. [SHARES] INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 141705 10 3 THIS IS TO CERTIFY THAT IS THE OWNER OF FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF CAREMARK, RX, INC. transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation of the Corporation, as amended and restated, and its Bylaws, as amended and restated, copies of which are on file with the Transfer Agent, to all provisions of which the holder of this Certificate, by acceptance hereof assents. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED FIRST CHICAGO TRUST COMPANY OF NEW YORK /s/ Sara J. Finley By SECRETARY TRANSFER AGENT AND REGISTRAR, /s/ AUTHORIZED SIGNATURE. /s/ E. Mac Crawford CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER

2 CAREMARK RX, INC. This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between MedPartners, Inc. and Chemical Bank dated as of March 1, 1995, as amended and assumed by MedPartners/Mullikin, Inc. formerly known as MedPartners, Inc. and now known as Caremark Rx, Inc. (the "Company"), on November 28, 1995, and as assumed by First Chicago Trust Company of New York (the "Rights Agent") as of September 5, 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. Caremark Rx, Inc. will furnish to any stockholder, upon request and without charge, a full statement of the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights and the authority of the Board of Directors to fix and determine the relative rights and preferences of series of preferred and preference stock. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________ Custodian ___________ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act __________________ in common (State)

Additional abbreviations may also be used though not in the above list. For value received, __________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] ________________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated ________________ ___________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN "ELIGIBLE GUARANTOR INSTITUTION" WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SIGNATURE(S) GUARANTEED BY: ___________________________________________