Form of Common Stock Certificate of the Company



 Exhibit 4.2 
  


	
	 




  
 Exhibit 4.2 
  
 CMX 4436

 SPECIMEN 
 COMMON STOCK 
 CUSIP 141705 10 3 
 SEE REVERSE FOR CERTAIN DEFINITIONS 
 CAREMARK 
 CAREMARK RX, INC. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 THIS CERTIFICATE IS TRANSFERABLE IN CHARLOTTE, NC AND NEW YORK, NY. 
 THIS IS
TO CERTIFY THAT 
 SPECIMEN 
 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: 
 WACHOVIA, N.A. 
 (Charlotte, NC) 
 Transfer Agent 
 and Registrar 
 By 
 Authorized Signature 
 CAREMARK RX, INC. 
 CORPORATE 
 SEAL 
 DELAWARE 
 1995 
 SECRETARY 
 CHAIRMAN OF THE BOARD 
 AND CHIEF EXECUTIVE OFFICER 
 AMERICAN BANK NOTE COMPANY. 







 CAREMARK RX, INC. 
  
 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
 TEN ENT
 JT TEN
	 	 —
 —
 —
	 	 as tenants in common
 as tenants by the
entireties
 as joint tenants with right of survivorship and not as tenants in common
	  	 	  	UNIF GIFT MIN ACT —	 	                            Custodian
                          
       (Cust)                           (Minor)
  
 under Uniform Gifts to Minors Act
 ___________________________
                         (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.
			
	 	 	 	 	 
		
	SIGNATURE(S) GUARANTEED:	 	 __________________________________________________________________
 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.


  
 KEEP THIS CERTIFICATE IN A SAFE
PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.