The Omnicare, Inc. Non-Qualified Deferred Compensation Plan

any Person becomes a beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities;

the merger or consolidation of the Company with or into another entity (or other similar reorganization), whether or not the Company is the surviving corporation, in which the stockholders of the Company immediately prior to the effective date of such transaction own less than 50% of the voting power in the surviving entity;

the sale or other disposition of all or substantially all of the assets of the Company, or a complete liquidation or dissolution of the Company; or

during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority of such Board, unless the nomination for the election the Company's stockholders of each new director was approved by a vote of at least one-half of the persons who were directors at the beginning of the two-year period.

Form of Elections. A Participant may only elect to defer Compensation attributable to services provided after the time an election is made (a “Deferral Contribution”). Elections shall take the form of a flat dollar amount or a whole percentage (less applicable payroll withholding requirements for Social Security and income taxes and employee benefit plans as determined in the sole and absolute discretion of the Committee) of up to

50% of Base Salary (the “Salary Deferral Contributions”)

100% of Bonuses (the “Bonus Deferral Contribution”)

Duration of Compensation Deferral Election. An Eligible Employee must file a Participant Election to defer Compensation during the enrollment period established by the Committee prior to the Effective Date of the Participant’s commencement of

Any corrective distribution payments made to participants of the Qualified 401(k) Plan as the result of compliance with IRS regulations governing discrimination testing will be treated as ordinary income and may not be redirected to this Plan.

Discretionary Company Contributions. The Company shall have the discretion to make discretionary company contributions (“Discretionary Company Contributions”) to the Plan at any time on behalf of any Participant. Discretionary Company Contributions shall be made in the complete and sole discretion of the Company and no Participant shall have the right to receive any Discretionary Company Contribution in any particular Plan Year regardless of whether Discretionary Company Contributions are made on behalf of other Participants.

Company Matching Contributions. For any year in which a Participant makes elective deferral under the Qualified Plan, the Company shall make a matching contribution (a “Matching Contribution”) on behalf of the Participant for each Plan Year in which the Participant makes a deferral under this Plan which shall equal fifty percent (50%) of the total amount of the Deferral Contribution by the Participant under the Plan for such Plan Year up to a maximum of six percent (6%) of the Participant’s eligible Compensation for such Plan Year, minus any match made under the Qualified Plan in the same Plan Year. That is, the maximum Company contribution (50% of 6% in a single year) will be determined using the Participant’s combined contributions to the Qualified Plan and this Plan for the Plan Year.

Participant Designation. At the time of entering the Plan and/or of making the deferral election under the Plan, the Participant shall designate, on a Participant Election provided by the Committee or the Plan Administrator, the Funds in which the Participant’s Account or Accounts shall be deemed to be invested for purposes of determining the amount of earnings and losses to be credited to each Account. The Participant may specify that all or any percentage of his or her Account or Accounts shall be deemed to be invested, in whole percentage increments, in one or more of the Funds selected as alternative investments under the Plan from time to time by the Committee pursuant to subsection (b) of this Section. A Participant may change the designation made under this Section with the same frequency as allowed by the Qualified Plan by making a revised election, on a Participant Election Form provided by the Committee or the Plan Administrator.

Investment Funds. Prior to the beginning of each Plan Year, the Committee, or its designee, may select, in its sole and absolute discretion, each of the types of commercially available investments communicated to the Participant pursuant to subsection (a) of this Section to be the Funds. The Participant’s choice among investments shall be solely for purposes of calculation of the Crediting Rate on Accounts. The Company shall have no obligation to set aside or invest amounts as directed by the Participant and, if the Company elects to invest amounts as directed by the Participant, the Participant shall have no more right to such investments than any other unsecured general creditor.

Initial Election. At the time of making a deferral election under Section 3.1 of the Plan, the Participant shall elect the time that distributions of Distributable Amounts will commence and the form such distributions will take in accordance with the following:

Commencement of Distributions. Each Participant can elect to receive his or her distributions commencing on either the Participant’s Retirement or in a specified year in the future (a “Specified Year”)(each, the “Benefit Commencement Date”).

Form of Distributions. Each Participant can elect to receive his or her distributions in a lump sum or equal annual installment payments over a period of two to ten years.

Modification of Election. A new distribution election may be made at the time of subsequent deferral elections with respect to deferrals in Plan Years beginning after the election is made. However, a distribution election with respect to previously deferred amounts may only be changed under the terms and conditions specified in Code Section 409A. Further, except as expressly provided in Sections 6.2, 6.3, 6.4 and 6.5, no acceleration of a distribution is permitted. A subsequent election that delays payment or changes the form of payment shall be permitted if and only if all of the following requirements are met:

the new election does not take effect until at least twelve (12) months after the date on which the new election is made;

in the case of payments made on account of Retirement or a Specified Year, the new election delays payment for at least five (5) years from the date that payment would otherwise have been made, absent the new election; and

in the case of payments made according to a Specified Year, the new election is made not less than twelve (12) months before the date on which payment would have been made (or, in the case of installment payments, the first installment payment would have been made) absent the new election.

The request to take a Hardship Distribution shall be made by filing a form provided by and filed with the Committee prior to the end of any calendar month.

The amount distributed pursuant to this Section with respect to a Financial Hardship shall not exceed the amount necessary to satisfy such financial emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

The amount determined by the Committee as a Hardship Distribution shall be paid in a single cash lump sum as soon as practicable after the end of the calendar month in which the Hardship Distribution election is made and approved by the Committee.

Beneficiary Designation. The Participant shall have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan shall be made in the event of the Participant’s death. The Beneficiary designation shall be effective when it is submitted to and acknowledged by the Committee during the Participant’s lifetime in the format prescribed by the Committee.

Absence of Valid Designation. If a Participant fails to designate a Beneficiary as provided above, or if every person designated as Beneficiary predeceases the Participant or dies prior to complete distribution of the Participant’s benefits, then the Committee shall direct the distribution of such benefits to the Participant’s estate.

To the fullest extent possible, amounts and other benefits payable under the Plan are intended to be comply with or be exempt from Code Section 409A, and the Company shall have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A.  Any terms of this Plan that are undefined or ambiguous shall be interpreted by the Company in its discretion in a manner that complies with Code Section 409A to the extent necessary to comply with Code Section 409A. If for any reason, such as imprecision in drafting, any provision of this Plan does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company. If, notwithstanding the foregoing provisions of this paragraph, any provision of this Plan would cause a Participant to incur any additional tax or interest under Code Section 409A, the Company shall interpret or reform such provision in a manner intended to avoid the incurrence by the Participant of any such additional tax or interest; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without violating the provisions of Code Section 409A.

Any provision of this Plan to the contrary notwithstanding, if at the time of a Participant’s Separation from Service, the Company determines that the Participant is a “specified employee,” within the meaning of Code Section 409A, based on an identification date of December 31, then to the extent any distribution that the Participant becomes entitled to under this Plan on account of such Separation from Service would be considered nonqualified deferred compensation under Code Section 409A, such distribution shall not be paid prior to the date which is the earlier of (i) six (6) months and one day after such separation from service, and (ii) the date of the Participant’s death (the “Delay Period”). All distributions delayed pursuant to this paragraph shall be paid or provided to the Participant in a lump-sum and any remaining payments and benefits due under this Plan shall be paid, or provided in accordance with the normal payment dates specified for them herein, as soon as administratively feasible following the expiration of the Delay Period.

Whenever a payment under this Plan specifies a payment period with reference to a number of days (for example, “payment shall be made as soon as administratively feasible following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may

The Company makes no representation or warranty and shall have no liability to the Participant or any other person if any provisions of this Plan are determined to constitute deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A.