THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Omnicare, Inc. (OCR)

4/13/2006 Proxy Information

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 rendered in 2005, 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 also received $41,125 as reimbursement for employee premiums under a split-dollar life insurance policy, as well as $32,227 required to offset the tax liability associated with the payment made in connection with such split-dollar life insurance policy. 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 2005, 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 $450,238, which payment reflects the economic value of the benefit that would have vested in 2005 for his account had he been eligible to participate in the Company’s 2002 Supplemental Benefit Plan 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, is a shareholder in the law firm of Fowler White Boggs Banker. In 2005, the Company paid $2,013,057 to Fowler White Boggs Banker 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 2005 and pursuant to his employment agreement with the Company, the Company paid Mr. Laney $217,500 as salary and $23,169 in bonus and, under the Company’s stock award program, awarded him 3,997 shares of restricted Common Stock with a dollar value of $228,387. These shares vest ratably over 10 years. Mr. Laney receives dividends on the awarded restricted shares. In addition, in 2005, the Company granted Mr. Laney options to purchase 5,865 shares of Common Stock of the Company at an average exercise price of $53.22 per share. These options were granted under the 2004 Stock and Incentive Plan, have a term of 10 years and became exercisable on December 15, 2005, in the case of 5,233 of such options, and become exercisable in full after four years, in the case of 632 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 112 shares of the Company’s Common Stock with a dollar value of $5,396 for 2005. Mr. Laney participates in the Company’s split-dollar insurance program. For 2005, 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 $2,001. The Company paid life insurance premiums of $752 for Mr. Laney and a long-term care insurance premium (as spouse of Mr. Laney) of $3,245 for Ms. Laney in 2005. Mr. Laney also participates in the Company’s 2002 Supplemental Benefit Plan described at ‘Executive Compensation—Supplemental Benefit Plan.’ His annual benefit under the plan, assuming seven years of credited service, is $12,545.

4/13/2005 Proxy Information

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 rendered in 2004, 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 also received $41,125 as reimbursement for employee premiums under a split-dollar life insurance policy, as well as $32,247 required to offset the tax liability associated with the payment made in connection with such split-dollar life insurance policy. 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 2004, 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 $407,526, which payment reflects the economic value of the benefit that would have vested in 2004 for his account had he been eligible to participate in the Company's 2002 Supplemental Benefit Plan 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, is a shareholder in the law firm of Fowler White Boggs Banker. In 2004, the Company paid $1,124,980 to Fowler White Boggs Banker 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 2004 and pursuant to his employment agreement with the Company, the Company paid Mr. Laney $207,000 as salary and $8,481 in bonus and, under the Company's stock award program, awarded him 6,101 shares of restricted Common Stock with a dollar value of $206,774, of which 1,250 shares vest over seven years with the greater portion vesting in the latter years and 4,851 shares vest ratably over 10 years. Mr. Laney receives dividends on the awarded restricted shares. In addition, in 2004, the Company granted Mr. Laney options to purchase 10,748 shares of Common Stock of the Company at an average exercise price of $27.98 per share. Of these options, 10,448 were granted under the 2004 Stock and Incentive Plan and 300 were granted under the 1998 Long-Term Employee Incentive Plan. The options are for a term of 10 years and become exercisable on June 1, 2005, in the case of 10,000 of such options, and become exercisable in full after four years, in the case of 748 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 165 shares of the Company's Common Stock with a dollar value of $5,775 for 2004. Mr. Laney participates in the Company's split-dollar insurance program. For 2004, 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 $2,513. The Company paid life insurance premiums of $781 for Mr. Laney in 2004. Mr. Laney also participates in the Company's 2002 Supplemental Benefit Plan described at ‘Executive Compensation—Supplemental Benefit Plan.' His annual benefit under the plan, assuming seven years of credited service, is $12,545.

4/9/2004 Proxy Information

Edward L. Hutton is Chairman of Chemed Corporation, served as Chief Executive Officer from 1970 to May 2001 and was President from 1970 to November 1993. The Company subleased offices from Chemed for part of 2002, and during 2002 was also charged for the occasional use of Chemed's corporate aviation department, rent and other incidental expenses based on Chemed's cost. The Company reimburses Chemed for all such services at rates that are essentially equal to those which would have been incurred if the Company had obtained such services from other parties. During 2002, such reimbursements totaled $327,874.

Joel F. Gemunder is the President, Chief Executive Officer and a Director of the Company. Mr. Gemunder's son, David A. Gemunder, is a shareholder in the law firm of Fowler White Boggs Banker. In 2003, the Company paid $562,825 to Fowler White Boggs Banker 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 2003 and pursuant to his employment agreement with the Company, the Company paid Mr. Laney $197,083 as salary and $20,418 in bonus and, under the Company's stock award program, awarded him 9,841 shares of restricted Common Stock with a dollar value of $435,140, which shares vest over seven years with the greater portion vesting in the latter years. Mr. Laney receives dividends on the awarded restricted shares. In addition, in 2003, the Company granted Mr. Laney options to purchase 10,640 shares of Common Stock of the Company at an average exercise price of $40.75 per share under the Company's 1998 Long-Term Employee Incentive Plan. The options are for a term of 10 years and become exercisable ratably over four years, in the case of 9,860 of such options, and become exercisable in full after four years, in the case of 780 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 159 shares of the Company's Common Stock with a dollar value of $5,620 for 2003. Mr. Laney participates in the Company's split-dollar insurance program. For 2003, 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 $3,904. The Company paid life insurance premiums of $745 for Mr. Laney in 2003. Mr. Laney also participates in the Company's 2002 Supplemental Benefit Plan described at 'Executive Compensation -- Supplemental Benefit Plan.' His annual benefit under the plan, assuming seven years of credited service, is $12,545.

4/11/2003 Proxy Information

Mr. Kevin McNamara is President, Chief Executive Officer and a director of Chemed Corporation. The Company subleased offices from Chemed for part of 2002, and during 2002 was also charged for the occasional use of Chemed's corporate aviation department, rent and other incidental expenses based on Chemed's cost. The Company reimburses Chemed for all such services at rates that are essentially equal to those which would have been incurred if the Company had obtained such services from other parties. During 2002, such reimbursements totaled $327,874.

Sandra E. Laney is a director of the Company and a member of the Company's Audit Committee. Ms. Laney's spouse, D. Michael Laney, is Vice President -- Management Information Systems of the Company. For services rendered in 2002, the Company paid Mr. Laney $187,913 as salary and $25,595 in bonus and, under the Company's stock award program, awarded him 12,355 shares of restricted common stock with a dollar value of $311,964, which shares vest over seven years with the greater portion vesting in the later years.

Mr. Edward L. Hutton is Chairman of Chemed Corporation, served as Chief Executive Officer from 1970 to May 2001 and was President from 1970 to November 1993. The Company subleased offices from Chemed for part of 2002, and during 2002 was also charged for the occasional use of Chemed's corporate aviation department, rent and other incidental expenses based on Chemed's cost. The Company reimburses Chemed for all such services at rates that are essentially equal to those which would have been incurred if the Company had obtained such services from other parties. During 2002, such reimbursements totaled $327,874.