FORM OF JONES AFFILIATE AGREEMENT



                                  July 13, 2000





Jones Pharma Incorporated

1945 Craig Road

St. Louis, Missouri 63146



King Pharmaceuticals, Inc.

501 Fifth Street

Bristol, Tennessee 37620





         RE:      AFFILIATE AGREEMENT



Ladies and Gentlemen:



         The undersigned is a stockholder of Jones Pharma Incorporated, a

Delaware corporation ("Jones"), and will become a stockholder of King

Pharmaceuticals, Inc., a Tennessee corporation ("King"), pursuant to the

transactions described in the Agreement and Plan of Merger, dated as of July 13,

2000 (the "Merger Agreement"), by and among King, Spirit Acquisition Corp., a

Delaware corporation and a wholly-owned subsidiary of King ("Merger Sub") and

Jones. Under the terms of the Merger Agreement, the Merger Sub will be merged

with and into Jones and the shares of common stock of Jones, par value $.04 per

share (the "Jones Common Stock"), will be converted into and exchanged for

shares of common stock of King, no par value per share (the "King Common

Stock"). This Affiliate Agreement represents an agreement by and among the

undersigned, Jones and King regarding certain rights and obligations of the

undersigned in connection with the (a) shares of Jones Common Stock beneficially

owned by the undersigned and (b) shares of King Common Stock into which such

shares of Jones Common Stock are to be converted as a result of the merger (the

"Merger") of the Merger Sub with and into Jones. In consideration of the Merger

and the mutual covenants contained herein, the undersigned, Jones and King

hereby agree as follows:



         1. Affiliate Status. The undersigned understands and agrees that as to

Jones he or she may be deemed to be an "affiliate" as that term is used in SEC

Accounting Series Release ("ASR") Nos. 130 and 135 and Rule 145 of the rules and

regulations of the Securities and Exchange Commission ("SEC") under the

Securities Act of 1933, as amended (the "1933 Act"), and the undersigned

anticipates that the undersigned will be deemed to be such an "affiliate" at the

time of the Merger and, as such, the undersigned agrees that all shares of Jones

Common Stock beneficially owned by the undersigned, and all shares of King

Common Stock into which such shares are converted in the Merger, shall be

subject to the terms and conditions of this Affiliate Agreement.



         2. Restriction on Disposition. The undersigned agrees that during the

Pooling Period (as defined below) he or she will not sell, transfer, or

otherwise dispose of his or her interests in, or reduce his or her risk relative

to, any of the (a) shares of Jones Common Stock over which the undersigned has

or shares voting or dispositive power with respect thereto or (b) shares of King

Common Stock into which such shares of Jones Common Stock are converted upon

consummation of the Merger or upon the exercise of any King options. For

purposes of this Affiliate Agreement, "Pooling Period" shall mean the period

commencing thirty-five (35) days prior to the Effective Time (as defined in the

Merger Agreement) and ending on the date which is two (2) business days after

publication by King of its results of post-Merger operations for the period

which includes at least thirty (30) days of post-Merger combined operations of

King and Jones whether by issuance of an earnings report on Form 10-K, 10-Q, 8-K

or other public issuance (such as a press release) that includes such

information. The undersigned understands that reducing his or her risk relative

to such shares of Jones Common Stock or King Common Stock includes, but is not

limited to, using such shares to secure a non-recourse loan, purchasing a put

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