Omnicare, Inc. Covington, Kentucky 41011Board Representation and Standstill Arrangement • February 22nd, 2008 • Omnicare Inc • Retail-drug stores and proprietary stores • New York
This letter agreement (this “Agreement”) sets forth our understanding and agreement with respect to your representation on the board of directors of Omnicare, Inc. (the “Company” and, such board of directors, the “Board”) and certain restrictions and limitations to be placed on ValueAct Capital Master Fund, L.P., ValueAct Capital Master Fund III, L.P. and their respective affiliates (collectively, the “ValueAct Parties”) concerning the Company, its subsidiaries and their respective securities, assets and properties. By signing this Agreement, the parties agree and acknowledge as follows:
