<PAGE>
                                                                    Exhibit 4(d)

                        SYNCOR INTERNATIONAL CORPORATION
                             EMPLOYEES' SAVINGS AND
                              STOCK OWNERSHIP PLAN

                             AS AMENDED AND RESTATED
                            EFFECTIVE JANUARY 1, 1997
<PAGE>
                                  INTRODUCTION

Syncor International Corporation, a Delaware corporation (the "Company"),
previously established the Syncor International Corporation Employees' Savings
and Stock Ownership Plan (the "Plan") effective as of July 31, 1986 for the
benefit of eligible employees of the Company and its participating affiliates.
The Plan is intended to constitute a qualified profit-sharing stock bonus plan,
as described in Section 401(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), which includes an employee stock ownership plan, as described in
Section 4975(e)(7) of the Code, such portion of which is designed to invest
primarily in the common stock of the Company, and also a qualified cash or
deferred arrangement, as described in Section 401(k) of the Code.

In order to consolidate all prior amendments to the Plan since its restatement
as of July 1, 1994, and in order to enable the Plan to comply with various
amendments to the Code effective since such restatement (including without
limitation those amendments made by the Small Business Job Protection Act of
1996 and the Taxpayer Relief Act of 1997) as well as the regulations and rulings
of the Internal Revenue Service under the Code, the Company hereby amends and
restates the Plan, in the form set forth in Exhibit A hereto, effective as of
January 1, 1997 (except as otherwise provided in Exhibit A).

Date:  February 25, 2002                  SYNCOR INTERNATIONAL CORPORATION



                                          By: /s/ Sheila H. Coop
                                             -----------------------------------
                                          Sheila H. Coop
                                          Senior Vice President, Human Resources
                                            and Communications
<PAGE>
                                    EXHIBIT A

                        SYNCOR INTERNATIONAL CORPORATION
              EMPLOYEES' SAVINGS AND STOCK OWNERSHIP PLAN AND TRUST

                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                               <C>
1   DEFINITIONS............................................................        1

    1.1   "Account"........................................................        1
    1.2   "ACP" or "Average Contribution Percentage".......................        2
    1.3   "Administrator"..................................................        2
    1.4   "ADP" or "Average Deferral Percentage"...........................        2
    1.5   "Acquisition Loan"...............................................        2
    1.6   "Beneficiary"....................................................        2
    1.7   "Board of Directors".............................................        2
    1.8   "Break in Service"...............................................        2
    1.8A  "Cash Forfeiture Account"........................................        2
    1.9   "Code"...........................................................        2
    1.10  "Committee"......................................................        3
    1.11  "Company"........................................................        3
    1.12  "Company Stock"..................................................        3
    1.13  "Compensation"...................................................        3
    1.14  "Contribution"...................................................        3
    1.15  "Contribution Dollar Limit"......................................        4
    1.16  "Conversion Period"..............................................        4
    1.17  "Direct Rollover"................................................        4
    1.18  "Directed Investment Accounts"...................................        4
    1.19  "Disability".....................................................        5
    1.20  "Distributee"....................................................        5
    1.21  "Effective Date".................................................        5
    1.22  "Eligible Employee"..............................................        5
    1.23  "Eligible Retirement Plan".......................................        6
    1.24  "Eligible Rollover Distribution".................................        6
    1.25  "Employee".......................................................        6
    1.26  "Employer".......................................................        6
    1.27  "ERISA"..........................................................        6
    1.28  "Fair Market Value"..............................................        7
    1.29  "Financed Shares"................................................        7
    1.29A "Foreign Employee"...............................................        7
    1.30  "Forfeiture Account".............................................        7
    1.31  "HCE" or "Highly Compensated Employee"...........................        7
    1.32  "Hour of Service"................................................        7
    1.33  "Ineligible".....................................................        8
    1.34  "Investment Fund" or "Fund"......................................        8
</TABLE>
<PAGE>
<TABLE>
<S>                                                                               <C>
    1.34A "Lafayette Plan".................................................        8
    1.34B "Lafayette Plan Merger Date".....................................        8
    1.35C "Lafayette Plan Participant".....................................        8
    1.35  "Leased Employee"................................................        8
    1.36  "Leave of Absence"...............................................        8
    1.37  "Loan Suspense Account"..........................................        9
    1.38  "NHCE" or "Non-Highly Compensated Employee"......................        9
    1.39  "Normal Retirement Date".........................................        9
    1.39A "North Star Trust Agreement".....................................        9
    1.40  "Owner"..........................................................        9
    1.41  "Parental Leave".................................................        9
    1.42  "Participant"....................................................        9
    1.43  "Pay"............................................................        9
    1.44  "Plan"..........................................................        10
    1.45  "Plan Year".....................................................        10
    1.46  "Qualified Election Period".....................................        10
    1.47  "Qualified Participant".........................................        10
    1.48  "QDRO"..........................................................        10
    1.49  "Related Company"...............................................        10
    1.50  "Settlement Date"...............................................        10
    1.51  "Spousal Consent"...............................................        10
    1.52  "Stock Investment Company Accounts".............................        11
    1.53  "Stock Investment Participant Account"..........................        11
    1.54  "Subsidiary"....................................................        11
    1.55  "Sweep Account".................................................        11
    1.56  "Sweep Date"....................................................        11
    1.57  "Taxable Income"................................................        11
    1.58  "Trade Date"....................................................        11
    1.58A  "T. Rowe Price Trust Agreement"................................        12
    1.59  "Trust".........................................................        12
    1.60  "Trustee".......................................................        12
    1.61  "Year of Participation".........................................        12
    1.62  "Year of Vesting Service".......................................        12

2   ELIGIBILITY...........................................................        13

    2.1   Eligibility.....................................................        13
    2.2   Ineligible Employees............................................        14
    2.3   Ineligible or Former Participants...............................        14
    2.4   Inapplicability of Certain Provisions to Participants Who are Foreign
            Employees.....................................................        14

3   PARTICIPANT CONTRIBUTIONS.............................................        15

    3.1   Pre-Tax Contribution Election...................................        15
    3.2   Changing a Contribution Election................................        15
    3.3   Revoking and Resuming a Contribution Election...................        15
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                               <C>
    3.4   Contribution Percentage Limits..................................        16
    3.5   Refunds When Contribution Dollar Limit Exceeded.................        16
    3.6   Timing, Posting and Tax Considerations..........................        17

4   ROLLOVERS AND TRUST-TO-TRUST TRANSFERS................................        18

    4.1   Rollovers.......................................................        18
    4.2   Transfers from Other Qualified Plans............................        18

5   EMPLOYER CONTRIBUTIONS................................................        20

    5.1   Order of Employer Contributions.................................        20
    5.2   Syncor Match Contributions......................................        20
    5.3   Syncor Stock Bonus Contributions................................        21
    5.4   Syncor Booster Contributions....................................        22
    5.5   Syncor Cash Bonus Contributions.................................        23

6   ACCOUNTING............................................................        24

    6.1   Individual Participant Accounting...............................        24
    6.2   Sweep Account is Transaction Account............................        24
    6.3   Trade Date Accounting and Investment Cycle......................        24
    6.4   Accounting for Investment Funds.................................        25
    6.5   Payment of Fees and Expenses....................................        25
    6.6   Accounting for Participant Loans................................        26
    6.7   Error Correction................................................        26
    6.8   Participant Statements..........................................        26
    6.9   Special Accounting During Conversion Period.....................        26
    6.10  Accounts for QDRO Beneficiaries.................................        26

7   INVESTMENT OF DIRECTED INVESTMENT ACCOUNTS............................        28

    7.1   Investment Funds................................................        28
    7.2   Investment Fund Elections.......................................        28
    7.3   Responsibility for Investment Choice............................        28
    7.4   Default if No Election..........................................        28
    7.5   Timing..........................................................        29
    7.6   Investment Fund Election Change Fees............................        29

8   INVESTMENT OF STOCK INVESTMENT COMPANY ACCOUNTS AND STOCK
          INVESTMENT PARTICIPANT ACCOUNTS.................................        30

    8.1   Normal Investment...............................................        30
    8.2   Diversification of Stock Investment Company Accounts (Prior to
            January 1, 2002)..............................................        30
    8.3   Diversification of Stock Investment Company Accounts and Stock
            Investment Participant Accounts (Effective January 1, 2002)...        31
</TABLE>


                                      -iii-

<PAGE>
<TABLE>
<S>                                                                               <C>
9   VESTING AND FORFEITURES...............................................        32

    9.1   Fully Vested Contribution Accounts..............................        32
    9.2   Full Vesting upon Certain Events................................        32
    9.3   Vesting Schedule................................................        32
    9.4   Forfeitures.....................................................        33
    9.5   Rehired Employees...............................................        33
    9.6   Forfeitures from Syncor Cash Bonus Accounts ....................        34

10  PARTICIPANT LOANS.....................................................        35

    10.1  Participant Loans Permitted.....................................        35
    10.2  Loan Application, Note and Security.............................        35
    10.3  Spousal Consent.................................................        35
    10.4  Loan Approval...................................................        35
    10.5  Loan Funding Limits.............................................        35
    10.6  Maximum Number of Loans.........................................        36
    10.7  Source and Timing of Loan Funding...............................        36
    10.8  Interest Rate...................................................        36
    10.9  Repayment.......................................................        36
    10.10 Repayment Hierarchy.............................................        37
    10.11 Repayment Suspension............................................        37
    10.12 Loan Default....................................................        37
    10.13 Call Feature....................................................        37

11  IN-SERVICE WITHDRAWALS................................................        38

    11.1  In-Service Withdrawals Permitted................................        38
    11.2  In-Service Withdrawal Application and Notice....................        38
    11.3  Spousal Consent.................................................        38
    11.4  In-Service Withdrawal Approval..................................        38
    11.5  Minimum Amount, Payment Form and Medium.........................        39
    11.6  Source and Timing of In-Service Withdrawal Funding..............        39
    11.7  Hardship Withdrawals............................................        39
    11.8  Rollover Account Withdrawals....................................        41
    11.9  Over Age 59-1/2 Withdrawals.....................................        41

12  DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR AS REQUIRED BY LAW .............        43

    12.1  Benefit Information, Notices and Election.......................        43
    12.2  Spousal Consent.................................................        43
    12.3  Payment Form and Medium.........................................        44
    12.4  Distribution of Small Amounts...................................        44
    12.5  Source and Timing of Distribution Funding.......................        44
    12.6  Deemed Distribution.............................................        45
    12.7  Latest Commencement Permitted...................................        45
</TABLE>


                                      -iv-
<PAGE>
<TABLE>
<S>                                                                               <C>
    12.8  Payment Within Life Expectancy..................................        46
    12.9  Incidental Benefit Rule.........................................        46
    12.10 Payment to Beneficiary..........................................        46
    12.11 Beneficiary Designation.........................................        47
    12.12 Effect of Certain Distributions and Deemed Distributions; Repayment     47
    12.13 Required Distributions on or After January 1, 2002..............        48

13  ADP AND ACP TESTS.....................................................        49

    13.1  Contribution Limitation Definitions.............................        49
    13.2  ADP and ACP Tests...............................................        51
    13.3  Correction of ADP and ACP Tests.................................        51
    13.4  Multiple Use Test...............................................        53
    13.5  Correction of Multiple Use Test.................................        53
    13.6  Adjustment for Investment Gain or Loss..........................        53
    13.7  Testing Responsibilities and Required Records...................        53
    13.8  Separate Testing................................................        53

14  MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS..........................        55

    14.1  "Annual Addition" Defined.......................................        55
    14.2  Maximum Annual Addition.........................................        55
    14.3  Avoiding an Excess Annual Addition..............................        55
    14.4  Correcting an Excess Annual Addition............................        55
    14.5  Correcting a Multiple Plan Excess...............................        56
    14.6  "Defined Benefit Fraction" Defined..............................        56
    14.7  "Defined Contribution Fraction" Defined.........................        56
    14.8  Combined Plan Limits and Correction.............................        57

15  TOP-HEAVY RULES.......................................................        58

    15.1  Top-Heavy Definitions...........................................        58
    15.2  Special Contributions...........................................        59
    15.3  Special Vesting.................................................        59
    15.4  Adjustment to Combined Limits for Different Plans...............        60

16  PLAN ADMINISTRATION...................................................        61

    16.1  Plan Delineates Authority and Responsibility....................        61
    16.2  Fiduciary Standards.............................................        61
    16.3  Company is ERISA Plan Administrator.............................        61
    16.4  Administrator's Authority.......................................        62
    16.5  Advisors May be Retained........................................        63
    16.6  Delegation of Administrator's Duties............................        63
    16.7  Committee Operating Rules.......................................        63
    16.8  Multiple Employer Plan Requirements.............................        64
    16.9  Veterans' Rights................................................        65
</TABLE>


                                        -v-
<PAGE>
<TABLE>
<S>                                                                               <C>
17  MANAGEMENT OF INVESTMENTS.............................................        66

    17.1  In General......................................................        66
    17.2  Investment Funds................................................        66
    17.3  Authority to Hold Cash..........................................        67
    17.4  Trustee to Act Upon Instructions................................        67
    17.5  Administrator Has Right to Vote Registered Investment Company Shares    67
    17.6  Custom Fund Investment Management ..............................        67
    17.7  Authority to Segregate Assets...................................        68
    17.8  Investment in Company Stock.....................................        68
    17.9  Voting and Tendering Company Stock..............................        68
    17.10 Registration and Disclosure for Company Stock...................        69
    17.11 Investment of Amounts Credited to Syncor Cash Bonus Accounts....        69

18  LEVERAGED TRANSACTIONS................................................        70

    18.1  Authority to Use Leverage.......................................        70
    18.2  Acquisition Loans...............................................        70
    18.3  Acquisition Loan Payments.......................................        70
    18.4  Employer Contributions..........................................        71
    18.5  Allocation of Financed Shares...................................        71
    18.6  Net Income or Loss and Dividends................................        72
    18.7  Accounting for Transactions.....................................        73
    18.8  Allocation Limitation...........................................        73
    18.9  Forfeitures.....................................................        73
    18.10 Restrictions....................................................        73

19  TRUST ADMINISTRATION..................................................        74

    19.1  Trustee to Construe Trust.......................................        74
    19.2  Trustee To Act As Owner of Trust Assets.........................        74
    19.3  United States Indicia of Ownership..............................        74
    19.4  Tax Withholding and Payment.....................................        75
    19.5  Trust Accounting................................................        75
    19.6  Valuation of Certain Assets.....................................        75
    19.7  Legal Counsel...................................................        76
    19.8  Fees and Expenses...............................................        76
    19.9  Trustee Duties and Limitations..................................        76
    19.10 Applicability of T. Rowe Price Trust Agreement and North Star
               Trust Agreement............................................        76

20  RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION.....................        78

    20.1  Plan Does Not Affect Employment Rights..........................        78
    20.2  Limited Return of Contributions.................................        78
    20.3  Assignment and Alienation.......................................        79
</TABLE>


                                        -vi-
<PAGE>
<TABLE>
<S>                                                                               <C>
    20.4  Facility of Payment.............................................        80
    20.5  Reallocation of Lost Participant's Accounts.....................        80
    20.6  Put Options.....................................................        81
    20.7  Claims Procedure................................................        81
    20.8  Construction....................................................        82
    20.9  Jurisdiction and Severability...................................        82
    20.10 Indemnification by Employer.....................................        83

21  AMENDMENT, MERGER, DIVESTITURES AND TERMINATION.......................        84

    21.1  Amendment.......................................................        84
    21.2  Merger..........................................................        84
    21.2A Merger with Lafayette Plan......................................        84
    21.3  Divestitures....................................................        86
    21.4  Plan Termination................................................        87
    21.5  Amendment and Termination Procedures............................        87
    21.6  Termination of Employer's Participation.........................        88
    21.7  Replacement of Trustee..........................................        88
    21.8  Final Settlement and Accounting of Trustee......................        88
</TABLE>


                                      -vii-
<PAGE>
1        DEFINITIONS

         When capitalized, the words and phrases below have the following
         meanings unless different meanings are clearly required by the context:

         1.1      "Account" means the records maintained for purposes of
                  accounting for a Participant's interest in the Plan. "Account"
                  may refer to one or all of the following accounts which have
                  been created on behalf of a Participant to hold specific types
                  of Contributions under the Plan and intra-Plan transfers:

                  (a)      "Fund Deferrals Account": An account created to hold
                           Pre-Tax Contributions designated by the Participant
                           as to be deposited to his or her Fund Deferrals
                           Account.

                  (b)      "Syncor Stock Deferrals Account": An account created
                           to hold Pre-Tax Contributions designated by the
                           Participant as to be deposited to his or her Syncor
                           Stock Deferrals Account.

                  (c)      "Rollover Account": An account created to hold (i)
                           Rollover Contributions and (ii) amounts from a
                           Participant's Stock Investment Company Account
                           diversified in accordance with Subsections 8.2 or
                           8.3.

                  (d)      "Syncor Match/Bonus Account": An account created to
                           hold Syncor Match and Syncor Stock Bonus
                           Contributions.

                  (e)      "Syncor Booster Account": An account created to hold
                           Syncor Booster Contributions.

                  (f)      "Pre-ESSOP Shares Account": An account created to
                           hold Pre-ESSOP Shares Contributions.

                  (g)      "Syncor Cash Bonus Account": An account created to
                           hold Syncor Cash Bonus Contributions. This Subsection
                           1.1(g) is effective January 1, 1999.

                  (h)      "Lafayette Deferrals Account": With respect to a
                           Participant who was a Lafayette Plan Participant
                           immediately prior to the Lafayette Plan Merger Date,
                           an account created to hold the amount which had been
                           credited to such Participant's account in the
                           Lafayette Plan as of the Lafayette Plan Merger Date
                           which was attributable to such Participant's salary
                           deferral contributions under Code Section 401(k).

                  (i)      "Lafayette Matching Account": With respect to a
                           Participant who was a Lafayette Plan Participant
                           immediately prior to the Lafayette Plan Merger Date,
                           an account created to hold the amount which had been
                           credited to such Participant's account in the
                           Lafayette Plan as of the Lafayette Plan Merger Date
                           which was attributable to employer
<PAGE>
                           matching contributions on his or her behalf
                           (including forfeitures allocated on the same basis as
                           matching contributions).

                  (j)      "Lafayette Rollover Account": With respect to a
                           Participant who was a Lafayette Plan Participant
                           immediately prior to the Lafayette Plan Merger Date,
                           an account created to hold the amount which had been
                           credited to such Participant's account in the
                           Lafayette Plan as of the Lafayette Plan Merger Date
                           and which was attributable to rollover contributions
                           on his or her behalf.

         1.2      "ACP" or "Average Contribution Percentage" means the
                  percentage calculated in accordance with Subsection 13.1.

         1.3      "Administrator" means the Company, which has delegated all or
                  a portion of the duties of the Administrator under the Plan to
                  a Committee in accordance with Subsection 16.6.

         1.4      "ADP" or "Average Deferral Percentage" means the percentage
                  calculated in accordance with Subsection 13.1.

         1.5      "Acquisition Loan" means a loan or other extension of credit
                  which is made to the Plan or guaranteed by a "disqualified
                  person" [as defined in Code Section 4975(e)(2)] to finance the
                  acquisition of Company Stock or to repay an existing
                  Acquisition Loan.

         1.6      "Beneficiary" means the person or persons who is to receive
                  benefits after the death of the Participant pursuant to
                  Subsection 12.11 or as a result of a QDRO.

         1.7      "Board of Directors" means the Board of Directors of the
                  Company.

         1.8      "Break in Service" means the end of five consecutive Plan
                  Years (or six consecutive Plan Years if absence from
                  employment was due to a Parental Leave) for which a
                  Participant is credited with less than 501 Hours of Service in
                  each year, except that for the short Plan Year commencing June
                  1, 1993 and ending December 31, 1993, "292" shall be
                  substituted for the preceding reference to "501."

         1.8A     "Cash Forfeiture Account" means an account holding amounts
                  previously allocated as Syncor Cash Bonus Contributions and
                  forfeited by Participants who have left the Employer, invested
                  in interest-bearing deposits of the Trustee, pending
                  disposition as provided in this Plan and Trust and as directed
                  by the Administrator. This Subsection 1.8A is effective
                  January 1, 1999.

         1.9      "Code" means the Internal Revenue Code of 1986, as amended.
                  Reference to any specific Code section shall include such
                  section, any valid regulation


                                      -2-
<PAGE>
                  promulgated thereunder and any comparable provision of any
                  future legislation amending, supplementing or superseding such
                  section.

         1.10     "Committee" means the Committee which has been appointed by
                  the Board of Directors to administer the Plan in accordance
                  with Subsection 16.6.

         1.11     "Company" means Syncor International Corporation, a Delaware
                  corporation, or any successor by merger, purchase or
                  otherwise.

         1.12     "Company Stock" means common stock of the Company, its
                  predecessor(s), or its successors or assigns, or any
                  corporation with or into which said corporation may be merged,
                  consolidated or reorganized, or to which a majority of its
                  assets may be sold.

         1.13     "Compensation" means the sum of a Participant's Taxable Income
                  and (a) any "elective deferral" [as defined in Section
                  402(g)(3) of the Code] and (b) any amount which is contributed
                  or deferred by an Employer at the election of such Participant
                  and which is not included in his or her gross income by reason
                  of Sections 125 or 132(f)(4) of the Code. Effective January 1,
                  1998, the term "Compensation" shall mean Taxable Income. For
                  purposes of determining benefits under this Plan, Compensation
                  is limited to $160,000 [as adjusted for the cost of living
                  pursuant to Code Section 401(a)(17)] per Plan Year. For the
                  purpose of determining HCEs and Key Employees [as defined in
                  Section 15.1(c)], Compensation for the entire Plan Year shall
                  be used. For the purpose of determining ADP and ACP,
                  Compensation shall be limited to amounts paid to an Eligible
                  Employee while a Participant. Effective January 1, 1999, and
                  notwithstanding the preceding provisions of this Subsection
                  1.13, "Compensation" with respect to a Participant who is a
                  Foreign Employee shall mean wages within the meaning of Code
                  Section 3401(a) (for purposes of income tax withholding at the
                  source) but determined without regard to any rules that limit
                  the remuneration included in wages based on the nature or
                  location of employment or the services performed [such as the
                  exception for agricultural labor in Section 3401(a)(2) of the
                  Code].

         1.14     "Contribution" means an amount contributed to the Plan by the
                  Employer or an Eligible Employee, and allocated by
                  contribution type to Participants' Accounts, as described in
                  Subsection 1.1. Specific types of Contributions include:

                  (a)      "Pre-Tax Contribution": An amount contributed by the
                           Employer on an eligible Participant's behalf in
                           conjunction with a Participant's Code Section 401(k)
                           salary deferral election. References to Pre-Tax
                           Contribution shall include Pre-Tax Contributions
                           designated to be deposited to a Participant's Fund
                           Deferrals Account or Syncor Stock Deferrals Account.


                                      -3-
<PAGE>
                  (b)      "Rollover Contribution": An amount contributed by an
                           Eligible Employee which originated from another
                           employer's or an Employer's qualified plan.

                  (c)      "Syncor Match Contribution": An amount contributed by
                           the Employer on an eligible Participant's behalf
                           based upon the amount contributed by the eligible
                           Participant.

                  (d)      "Syncor Stock Bonus Contribution": An amount
                           contributed by the Employer on an eligible
                           Participant's behalf and allocated on a pay based
                           formula to the Participant.

                  (e)      "Syncor Booster Contribution": An amount contributed
                           by the Employer on an eligible Participant's behalf
                           and allocated in an equal amount to qualifying
                           Participants.

                  (f)      "Pre-ESSOP Shares Contribution": An amount previously
                           contributed by the Employer on an eligible
                           Participant's behalf and allocated on a pay based
                           formula to the Participant.

                  (g)      "Syncor Cash Bonus Contribution": An amount
                           contributed by the Employer on an eligible
                           Participant's behalf and allocated on a pay-based
                           formula to the Participant. This Subsection 1.14(g)
                           is effective January 1, 1999.

         1.15     "Contribution Dollar Limit" means the annual limit placed on
                  each Participant's Pre-Tax Contributions, which shall be
                  $9,500 per calendar year [as adjusted for the cost of living
                  pursuant to Code Section 402(g)(5)]. For purposes of this
                  Subsection 1.15, a Participant's Pre-Tax Contributions shall
                  consist of any employer contribution made under any qualified
                  cash or deferred arrangement as defined in Code Section 401(k)
                  to the extent not includible in gross income for the taxable
                  year under Code Section 402(e)(3), determined without regard
                  to Code Section 402(g).

         1.16     "Conversion Period" means the period of converting the prior
                  accounting system of the Plan and Trust, if such Plan and
                  Trust were in existence prior to July 1, 1994, or the prior
                  accounting system of any plan and trust which is merged into
                  this Plan and Trust subsequent to July 1, 1994, to the
                  accounting system described in Section 6.

         1.17     "Direct Rollover" means an Eligible Rollover Distribution that
                  is paid directly to an Eligible Retirement Plan for the
                  benefit of a Distributee.

         1.18     "Directed Investment Accounts" means a Participant's Fund
                  Deferrals and Rollover Accounts.


                                      -4-
<PAGE>
         1.19     "Disability" means a Participant's physical or mental
                  condition presumed to be total and permanent which, in the
                  judgment of the Administrator based upon medical evidence
                  satisfactory to the Administrator, prevents a Participant from
                  performing his or her regular occupation with the Employer.

         1.20     "Distributee" means an Employee or former Employee, the
                  surviving spouse of an Employee or former Employee and a
                  spouse or former spouse of an Employee or former Employee
                  determined to be an alternate payee under a QDRO.

         1.21     "Effective Date" means January 1, 1997, unless stated
                  otherwise herein. The date upon which the provisions of this
                  document become effective. In general, the provisions of this
                  document only apply to Participants who are Employees on or
                  after the Effective Date. However, investment and distribution
                  provisions apply to all Participants with Account balances to
                  be invested or distributed after the Effective Date.

         1.22     "Eligible Employee" means an Employee of an Employer, except
                  any Employee:

                  (a)      Whose compensation and conditions of employment are
                           covered by a collective bargaining agreement to which
                           an Employer is a party unless the agreement calls for
                           the Employee's participation in the Plan.

                  (b)      Who is treated as an Employee because he or she is a
                           Leased Employee; or

                  (c)      Who is a nonresident alien who (i) either receives no
                           earned income (within the meaning of Code Section
                           911(d)(2)), from sources within the United States
                           under Code Section 861(a)(3); or (ii) receives such
                           earned income from such sources within the United
                           States but such income is exempt from United States
                           income tax under an applicable income tax convention.

                  Effective January 1, 1999, the term "Eligible Employee" shall
                  mean an Employee of an Employer, except any Employee:

                  (a)      Whose compensation and conditions of employment are
                           covered by a collective bargaining agreement to which
                           an Employer is a party unless the agreement calls for
                           the Employee's participation in the Plan; or

                  (b)      Who is treated as an Employee because he or she is a
                           Leased Employee.


                                      -5-
<PAGE>
                  Notwithstanding the preceding sentence, effective January 1,
                  1999, a Foreign Employee shall be an Eligible Employee only
                  with respect to sharing in allocations of Syncor Cash Bonus
                  Contributions under Subsection 5.5 and forfeitures from Syncor
                  Cash Bonus Accounts under Subsection 9.6, provided he or she
                  otherwise satisfies the requirements of Section 2.

         1.23     "Eligible Retirement Plan" means an individual retirement
                  account described in Code Section 408(a), an individual
                  retirement annuity described in Code Section 408(b), or a
                  qualified trust described in Code Section 401(a), that accepts
                  a Distributee's Eligible Rollover Distribution, except that
                  with regard to an Eligible Rollover Distribution to a
                  surviving spouse, an Eligible Retirement Plan is an individual
                  retirement account or an individual retirement annuity.

         1.24     "Eligible Rollover Distribution" means a distribution of all
                  or any portion of the balance to the credit of a Distributee,
                  excluding a distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of a
                  Distributee or the joint lives (or joint life expectancies) of
                  a Distributee and the Distributee's designated Beneficiary, or
                  for a specified period of ten years or more; a distribution to
                  the extent such distribution is required under Code Section
                  401(a)(9); and the portion of a distribution that is not
                  includible in gross income (determined without regard to the
                  exclusion for net unrealized appreciation with respect to
                  Employer securities). Effective as to distributions made after
                  December 31, 1998, the term "Eligible Rollover Distribution"
                  shall not include any hardship distribution described in
                  Section 402(k)(2)(B)(i)(IV) of the Code.

         1.25     "Employee" means an individual who is:

                  (a)      Directly employed by the Employer or any Related
                           Company and for whom any income for such employment
                           is subject to withholding of income or social
                           security taxes; or

                  (b)      A Leased Employee.

                  Effective January 1, 1999, the term "Employee" shall include a
                  Foreign Employee.

         1.26     "Employer" means the Company, and any Subsidiary or Related
                  Company of the Company which adopts this Plan with the
                  approval of the Company.

         1.27     "ERISA" means the Employee Retirement Income Security Act of
                  1974, as amended. Reference to any specific section shall
                  include such section, any valid regulation promulgated
                  thereunder and any comparable provision of any future
                  legislation amending, supplementing or superseding such
                  section.


                                      -6-
<PAGE>
         1.28     "Fair Market Value" means, respect to Company Stock traded on
                  a national exchange, the closing sales price of a share of
                  Company Stock as reported on a national exchange. With respect
                  to Company Stock for which no public market exists, the value
                  of a share of Company Stock as determined by the Administrator
                  based upon a valuation by an independent appraiser.

         1.29     "Financed Shares" means shares of Company Stock acquired with
                  the proceeds of an Acquisition Loan.

         1.29A    "Foreign Employee" means a person who is directly employed by
                  a Subsidiary or a Related Company which is organized under the
                  laws of a jurisdiction other than (1) the United States or (2)
                  the states and territories of the United States; provided,
                  however, that an employee of a Subsidiary or Related Company
                  organized under the laws of the Commonwealth of Puerto Rico
                  shall be treated as a Foreign Employee. This Subsection 1.29A
                  is effective January 1, 1999.

         1.30     "Forfeiture Account" means an account holding amounts
                  forfeited by Participants who have left the Employer, invested
                  in shares of Company Stock and interest bearing deposits of
                  the Trustee, pending disposition as provided in this Plan and
                  Trust and as directed by the Administrator.

         1.31     "HCE" or "Highly Compensated Employee" means an Employee
                  described as a Highly Compensated Employee in Section 13.

         1.32     "Hour of Service" means each hour for which an Employee is
                  entitled to:

                  (a)      Payment for the performance of duties for any Related
                           Company;

                  (b)      Payment from any Related Company for any period
                           during which no duties are performed (irrespective of
                           whether the employment relationship has terminated)
                           due to vacation, holiday, sickness, incapacity
                           (including disability), layoff, leave of absence,
                           jury duty or military service;

                  (c)      Back pay, irrespective of mitigation of damages, by
                           award or agreement with any Related Company (and
                           these hours shall be credited to the period to which
                           the agreement pertains); or

                  (d)      No payment, but is on a Leave of Absence (and these
                           hours shall be based upon his or her normally
                           scheduled hours per week or a 40-hour week if there
                           is no regular schedule).

                  The crediting of hours for which no duties are performed shall
                  be in accordance with Department of Labor regulation Sections
                  2530.200b-2(b) and (c). Actual hours shall be used whenever an
                  accurate record of hours is maintained for an Employee.
                  Otherwise, an equivalent number of hours shall


                                      -7-
<PAGE>
                  be credited for each payroll period in which the Employee
                  would be credited with at least one hour. The payroll period
                  equivalencies are 45 hours weekly, 90 hours biweekly, 95 hours
                  semimonthly and 190 hours monthly. An Employee's service with
                  a predecessor or acquired company shall only be counted in the
                  determination of his or her Hours of Service for eligibility
                  and/or vesting purposes if (1) the Company directs that credit
                  for such service be granted, or (2) a qualified plan of the
                  predecessor or acquired company is subsequently maintained by
                  any Employer or Related Company. In the event a person was
                  employed by an entity at the time such entity's assets were
                  acquired by the Company or a Related Company and at the time
                  of acquisition such person became an employee of the Company
                  or a Related Company, his or her service with such entity
                  shall be treated as service for the Company unless the
                  Administrator decides otherwise; provided, however, that the
                  decision by the Administrator shall be uniform as to all
                  similarly-situated persons as to such entity.

         1.33     "Ineligible" means the Plan status of an individual during the
                  period in which he or she is (a) an Employee of a Related
                  Company which is not then an Employer, (B) an Employee, but
                  not an Eligible Employee, or (c) not an Employee.

         1.34     "Investment Fund" or "Fund" means an investment fund as
                  described in Subsection 17.2.

         1.34A    "Lafayette Plan" means the Lafayette Pharmaceuticals
                  Incorporated 401(k) Profit-Sharing Plan.

         1.34B    "Lafayette Plan Merger Date" means the date as of which the
                  Lafayette Plan was merged into this Plan, which date is
                  December 31, 2001.

         1.34C    "Lafayette Plan Participant" means a Participant who was a
                  Participant in the Lafayette Plan as of the Lafayette Plan
                  Merger Date.

         1.35     "Leased Employee" means any person (other than an employee of
                  the Company or a Related Company) who pursuant to an agreement
                  between the Company and any other person has performed
                  services for the Company [or for the Company and related
                  persons determined in accordance with Section 414(n)(6) of the
                  Code] on a substantially full-time basis for a period of at
                  least one year, and such services are performed under primary
                  direction or control by the Company or a Related Company.

         1.36     "Leave of Absence" means a period during which an individual
                  is deemed to be an Employee, but is absent from active
                  employment, provided that the absence:

                  (a)      Was authorized by a Related Company; or


                                      -8-
<PAGE>
                  (b)      Was due to military service in the United States
                           armed forces and the individual returns to active
                           employment within the period during which he or she
                           retains employment rights under federal law.

         1.37     "Loan Suspense Account" means an account created to hold
                  unallocated Financed Shares.

         1.38     "NHCE" or "Non-Highly Compensated Employee" means an Employee
                  described as a Non-Highly Compensated Employee in Section 13.

         1.39     "Normal Retirement Date" means the date of a Participant's
                  65th birthday.

         1.39A    "North Star Trust Agreement" means the agreement between the
                  Company and North Star ESOP & Fiduciary Services, LLC, as
                  amended from time to time, establishing a trust forming a part
                  of the Plan with respect to assets of the Plan to be used to
                  fund the benefits provided under the employee stock ownership
                  portion of the Plan and to be used to fund benefits provided
                  under the non-employee stock ownership portion of the Plan
                  which are invested in Company Stock. This Subsection 1.39A is
                  effective May 1, 2000.

         1.40     "Owner" means a person with an ownership interest in the
                  capital, profits, outstanding stock or voting power of a
                  Related Company within the meaning of Code Sections 318 or 416
                  (which exclude indirect ownership through a qualified plan).

         1.41     "Parental Leave" means the period of absence from work by
                  reason of pregnancy, the birth of an Employee's child, the
                  placement of a child with the Employee in connection with the
                  child's adoption, or caring for such child immediately after
                  birth or placement as described in Code Section 410(a)(5)(E).

         1.42     "Participant" means an Eligible Employee who begins to
                  participate in the Plan after completing the eligibility
                  requirements as described in Subsection 2.1. An Eligible
                  Employee who makes a Rollover Contribution prior to completing
                  the eligibility requirements as described in Subsection 2.1
                  shall also be considered a Participant except for purposes of
                  provisions related to Contributions (other than a Rollover
                  Contribution). A Participant's participation continues until
                  his or her employment with all Related Companies ends and his
                  or her Account is distributed or forfeited. Effective January
                  1, 1999, the preceding sentence shall read as follows: "A
                  Participant's participation continues until his or her
                  employment with the Employer, all Related Companies and any
                  Subsidiary ends and his or her Account is distributed or
                  forfeited."

         1.43     "Pay" means the base pay and overtime paid to an Eligible
                  Employee by an Employer while a Participant during the current
                  period. Pay shall include any "elective deferral" [as defined
                  in Section 402(g)(3) of the Code] and any


                                      -9-
<PAGE>
                  amount which is contributed or deferred by an Employer at the
                  election of a Participant and which is not included in his or
                  her gross income by reason of Section 125 of the Code. Pay
                  shall also include any amount which is contributed or deferred
                  by an Employer on or after January 1, 1998 at the election of
                  a Participant and which is not included in his or her gross
                  income by reason of Section 132(f) of the Code. Pay shall be
                  limited to $160,000 [as adjusted for the cost of living
                  pursuant to Code Section 401(a)(17)] per Plan Year.

         1.44     "Plan" means the Syncor International Corporation Employees'
                  Savings and Stock Ownership Plan set forth in this document,
                  as from time to time amended.

         1.45     "Plan Year" means the annual accounting period of the Plan and
                  Trust which ends on each December 31.

         1.46     "Qualified Election Period" means the period of six Plan Years
                  commencing with the Plan Year an Employee first becomes a
                  Qualified Participant. Effective January 1, 2002, the term
                  "Qualified Election Period" shall mean, with respect to a
                  Participant, the period beginning with the first Plan Year in
                  which he or she becomes a Qualified Participant and ending
                  with the last Plan Year in which he or she is a Participant.

         1.47     "Qualified Participant" means an Employee who has completed at
                  least ten Years of Participation in the Plan and has attained
                  age 55. Effective January 1, 2002, the term "Qualified
                  Participant" shall mean an Employee who has completed at least
                  ten Years of Participation in the Plan.

         1.48     "QDRO" means a domestic relations order which the
                  Administrator has determined to be a qualified domestic
                  relations order within the meaning of Code Section 414(p).

         1.49     "Related Company" means, with respect to the Company, and any
                  corporation, trade or business which is, together with the
                  Company, a member of the same controlled group of
                  corporations, a trade or business under common control, or an
                  affiliated service group within the meaning of Code Sections
                  414(b), (c), (m) or (o) and except that for purposes of
                  Section 14, "within the meaning of Code Sections 414(b), (c),
                  (m) or (o), as modified by Code Section 415(h)" shall be
                  substituted for the preceding reference to "within the meaning
                  of Code Sections 414(b), (c), (m) or (o)."

         1.50     "Settlement Date" means, for each Trade Date, the Trustee's
                  next business day.

         1.51     "Spousal Consent" means the written consent given by a spouse
                  to a Participant's election or waiver of a specified form of
                  benefit, including a loan or in-service withdrawal, or
                  Beneficiary designation. The spouse's


                                      -10-
<PAGE>
                  consent must acknowledge the effect on the spouse of the
                  Participant's election, waiver or designation and be duly
                  witnessed by a Plan representative or notary public. Spousal
                  Consent shall be valid only with respect to the spouse who
                  signs the Spousal Consent and only for the particular choice
                  made by the Participant which requires Spousal Consent. A
                  Participant may revoke (without Spousal Consent) a prior
                  election, waiver or designation that required Spousal Consent
                  at any time before payments begin. Spousal Consent also means
                  a determination by the Administrator that there is no spouse,
                  the spouse cannot be located or such other circumstances as
                  may be established by applicable law.

         1.52     "Stock Investment Company Accounts" means a Participant's
                  Syncor Match/Bonus, Syncor Booster and Pre-ESSOP Shares
                  Accounts.

         1.53     "Stock Investment Participant Account" means a Participant's
                  Syncor Stock Deferrals Account.

         1.54     "Subsidiary" means an entity which is 50% or more owned,
                  directly or indirectly, by the Company.

         1.55     "Sweep Account" means the subsidiary Account for each
                  Participant through which all transactions are processed,
                  which is invested in interest bearing deposits of the Trustee.

         1.56     "Sweep Date" means the cut off date and time for receiving
                  instructions for transactions to be processed on the next
                  Trade Date.

         1.57     "Taxable Income" means wages within the meaning of Code
                  Section 3401(a) and all other payments of compensation to a
                  participant by the Employer (in the course of the Employer's
                  trade or business) for which the Employer is required to
                  furnish such Participant a written statement under Code
                  Sections 6041(d), 6051(a)(3) and 6052, determined without
                  regard to any rules under Code Section 3401(a) which limit
                  remuneration included in wages based on the nature or location
                  of the employment or the services performed [such as the
                  exception for agricultural labor in Code Section 3401(a)(2)].
                  Notwithstanding the preceding sentence, the Taxable Income of
                  a Participant who is a Foreign Employee shall mean his or her
                  Compensation as defined in Subsection 1.13. Effective for Plan
                  Years beginning after December 31, 1997 as to all
                  Participants, "Taxable Income" shall include (a) any "elective
                  deferral" of a Participant [as defined in Section 402(g)(3)]
                  and (b) any amount which is contributed or deferred by the
                  Employer at the election of a Participant and which is not
                  includable in the gross income of such Participant by reason
                  of Code Sections 125 or 132(f)(4).

         1.58     "Trade Date" Means each day the Investment Funds are valued,
                  which is normally every day the assets of such Funds are
                  traded.

                                      -11-
<PAGE>

      1.58A "T. Rowe Price Trust Agreement" means the agreement between the
            Company and T. Rowe Price Trust Company, as amended from time to
            time, establishing a trust forming a part of the Plan with respect
            to assets of the Plan to be used to fund the benefits provided under
            the non-employee stock ownership portion of the Plan which are not
            invested in Company Stock. This Subsection 1.58A is effective May 1,
            2000.

      1.59  "Trust" means the legal entity created by those provisions of this
            document which relate to the Trustee. The Trust is part of the Plan
            and holds the Plan assets which are comprised of the aggregate of
            Participants' Accounts, any unallocated funds invested in deposit or
            money market type assets pending allocation to Participants'
            Accounts or disbursement to pay Plan fees and expenses and the
            Forfeiture Account. Effective May 1, 2000, the term "Trust" shall
            mean, with respect to the assets of the Plan held pursuant to the
            North Star Trust Agreement, the trust created pursuant to said
            agreement. Effective May 1, 2000, the term "Trust" shall mean, with
            respect to the assets of the Plan held pursuant to the T. Rowe Price
            Trust Agreement, the trust created pursuant to said agreement.

      1.60  "Trustee" means Wells Fargo Bank, National Association. Effective
            January 1, 1998, the term "Trustee" shall mean Merrill Lynch Trust
            Company, FSB, a federal savings bank, chartered under the laws of
            the United States. Effective May 1, 2000, with respect to the assets
            of the Plan held pursuant to the North Star Trust Agreement, the
            term "Trustee" shall mean North Star ESOP & Fiduciary Services, LLC,
            and with respect to the assets of the Plan held pursuant to the T.
            Rowe Price Agreement, the term "Trustee" shall mean T. Rowe Price
            Trust Company.

      1.61  "Year of Participation" means a 12-month period during which an
            Employee, after completing the eligibility requirements and
            beginning participation in the Plan, is a Participant in the Plan.

      1.62  "Year of Vesting Service" means a 12-consecutive-month period ending
            on the last day of a Plan Year in which an Employee is credited with
            at least 1,000 Hours of Service. To provide for the change in the
            Plan Year effective in 1993 from June 1 to May 31 to January 1 to
            December 31, a Participant was credited with a Year of Vesting
            Service for the period June 1, 1993 to May 31, 1994 if he or she was
            credited with at least 1,000 Hours of Service in such period and a
            Year of Vesting Service for the period January 1, 1993 to December
            31, 1993 if he or she was credited with at least 1,000 Hours of
            Service in such period. Years of Vesting Service shall include
            service credited prior to July 31, 1986, except service credited
            prior to the date the Company was incorporated.


                                     - 12 -
<PAGE>
2     ELIGIBILITY

      2.1   Eligibility

            (a)   All Eligible Employees who are Participants as of December 31,
                  1996 shall continue their eligibility to participate as of the
                  Effective Date if they remain Eligible Employees on the
                  Effective Date. Each other Eligible Employee shall become a
                  Participant on the first January 1, April 1, July 1 or October
                  1 after the date he or she attains age 21, and completes a
                  12-month eligibility period in which he or she is credited
                  with at least 1,000 Hours of Service. This Subsection 2.1(a)
                  shall no longer apply effective May 1, 2000.

            (b)   The initial eligibility period begins on the date an Employee
                  first performs an Hour of Service. Subsequent eligibility
                  periods begin with the start of each Plan Year beginning after
                  the first Hour of Service is performed.

            (c)   Effective January 1, 1999, in the case of any Subsidiary or
                  Related Company which adopts the Plan effective on or after
                  January 1, 1999, any Eligible Employee of such Subsidiary or
                  Related Company who had satisfied the requirements of
                  Subsection 2.1 as of the date such Subsidiary or Related
                  Company adopted the Plan shall become a Participant in the
                  Plan as of that date.

            (d)   Effective May 1, 2000, each Eligible Employee who is not then
                  a Participant shall become a Participant on the first day of
                  the month after the date he or she attains age 18, and
                  completes a 12-month eligibility period in which he or she is
                  credited with at least 1,000 Hours of Service. This Subsection
                  2.1(d) shall no longer apply effective August 1, 2001.

            (e)   Effective August 1, 2001:

                  (1)   Each Eligible Employee who is not a Participant on July
                        31, 2001 but who, as of August 1, 2001, has attained age
                        18 and has completed three months of employment as an
                        Employee, shall become a Participant on August 1, 2001.

                  (2)   Each Eligible Employee who is not a Participant on
                        August 1, 2001 and who is not described in Subsection
                        2.1(e)(1) shall become a Participant on the first day of
                        the calendar month following the later of (i) the month
                        in which he or she attains 18 or (ii) his or her
                        completion of three months of employment as an Employee.


                                     - 13 -
<PAGE>
      2.2   Ineligible Employees

            If an Employee completes the above eligibility requirements, but is
            Ineligible at the time participation would otherwise begin (if he or
            she were not Ineligible), he or she shall become a Participant on
            the first subsequent date on which he or she is an Eligible
            Employee.

      2.3   Ineligible or Former Participants

            A Participant may not make or share in Plan Contributions, nor
            generally be eligible for a new Plan loan, during the period he or
            she is Ineligible, but he or she shall continue to participate for
            all other purposes. An Ineligible Participant or former Participant
            shall automatically become an active Participant on the date he or
            she again becomes an Eligible Employee.

      2.4   Inapplicability of Certain Provisions to Participants Who Are
            Foreign Employees

            Sections 3 and 4 and Subsections 5.2, 5.3 and 5.4 shall not apply to
            Participants who are Foreign Employees. This Subsection 2.4 is
            effective January 1, 1999.


                                     - 14 -
<PAGE>
3     PARTICIPANT CONTRIBUTIONS

      3.1   Pre-Tax Contribution Election

            Upon becoming a Participant, an Eligible Employee may elect to
            reduce his or her Pay by an amount which does not exceed the
            Contribution Dollar Limit, within the limits described in Subsection
            3.4, and have such amount contributed to the Plan by the Employer as
            a Pre-Tax Contribution. The election shall include a designation
            regarding the percentage to be deposited to his or her Fund
            Deferrals Account and the percentage to be deposited to his or her
            Syncor Stock Deferrals Account. The election shall be made as a
            whole percentage of Pay in such manner and with such advance notice
            as prescribed by the Administrator. In no event shall an Employee's
            Pre-Tax Contributions under the Plan and comparable contributions to
            all other plans, contracts or arrangements of all Related Companies
            exceed the Contribution Dollar Limit for the Employee's taxable year
            beginning in the Plan Year.

      3.2   Changing a Contribution Election

            (a)   A Participant who is an Eligible Employee may change his or
                  her Pre-Tax Contribution election, including his or her
                  designation regarding the percentage to be deposited to his or
                  her Fund Deferrals Account and the percentage to be deposited
                  to his or her Syncor Stock Deferrals Account, as of any
                  January 1, April 1, July 1 or October 1, in such manner and
                  with such advance notice as prescribed by the Administrator,
                  and such election shall be effective with the first payroll
                  paid after such date. This Subsection 3.2(a) shall no longer
                  apply effective May 1, 2000.

            (b)   Effective May 1, 2000, a Participant who is an Eligible
                  Employee may change his or her Pre-Tax Contribution election,
                  including his or her designation regarding the percentage to
                  be deposited to his or her Fund Deferrals Account and the
                  percentage to be deposited to his or her Syncor Stock
                  Deferrals Account, on any date in the Plan Year, in such
                  manner and with such advance notice as prescribed by the
                  Administrator, and such election shall be effective with the
                  first payroll paid after such date.

            (c)   Participants' Contribution election percentages shall
                  automatically apply to Pay increases or decreases.

      3.3   Revoking and Resuming a Contribution Election

            (a)   A Participant may revoke his or her Contribution election at
                  any time in such manner and with such advance notice as
                  prescribed by the Administrator, and such election shall be
                  effective with the first payroll paid after such date.


                                     - 15 -
<PAGE>
            (b)   A Participant may resume Contributions by making a new
                  Contribution election at the same time in which a Participant
                  may change his or her election in such manner and with such
                  advance notice as prescribed by the Administrator, and such
                  election shall be effective with the first payroll paid after
                  such date.

      3.4   Contribution Percentage Limits

            (a)   The Administrator may establish and change from time to time,
                  in writing, without the necessity of amending the Plan, the
                  minimum, if applicable, and maximum Pre-Tax Contribution
                  percentages, prospectively or retrospectively (for the current
                  Plan Year), for all Participants. In addition, the
                  Administrator may establish any lower percentage limits for
                  Highly Compensated Employees as it deems necessary. As of the
                  Effective Date, the Pre-Tax Contribution maximum percentage is
                  16%.

            (b)   The Administrator may establish and change from time to time,
                  in writing, without the necessity of amending the Plan, the
                  minimum, if applicable, and maximum percentage of a
                  Participant's Pre-Tax Contribution percentage election that a
                  Participant may designate to be deposited to his or her Fund
                  Deferrals and Syncor Stock Deferrals Accounts. As of the
                  Effective Date, the maximum of a Participant's Pre-Tax
                  Contribution percentage election that may be designated to be
                  deposited to his or her Fund Deferrals Account is 14% and the
                  maximum of a Participant's Pre-Tax Contribution percentage
                  election that may be designated to be deposited to his or her
                  Syncor Stock Deferrals Account is 2%.

            (c)   Irrespective of the limits that may be established by the
                  Administrator in accordance with this Subsection 3.4, in no
                  event shall the contributions made by or on behalf of a
                  Participant for a Plan Year exceed the maximum allowable under
                  Code Section 415.

      3.5   Refunds When Contribution Dollar Limit Exceeded

            A Participant who makes Pre-Tax Contributions for a calendar year to
            this Plan and comparable contributions to any other qualified
            defined contribution plan in excess of the Contribution Dollar Limit
            may notify the Administrator in writing by the following March 1 (or
            as late as April 14 if allowed by the Administrator) that an excess
            has occurred. In this event, the amount of the excess specified by
            the Participant, adjusted for investment gain or loss, shall be
            refunded to him or her by April 15 and shall not be included as an
            Annual Addition under Code Section 415 for the year contributed.
            Refunds shall not include investment gain or loss for the period
            between the end of the applicable Plan Year and the date of
            distribution. Excess amounts shall first be taken from unmatched
            Pre-Tax Contributions and then from matched


                                     - 16 -
<PAGE>
            Pre-Tax Contributions, first from matched Pre-Tax Contributions
            deposited to the Participant's Fund Deferrals Account and then from
            matched Pre-Tax Contributions deposited to the Participant's Syncor
            Stock Deferrals Account. Any Syncor Match Contributions attributable
            to refunded excess Pre-Tax Contributions as described in this
            Subsection 3.5 shall be forfeited and used as described in
            Subsection 9.4.

      3.6   Timing, Posting and Tax Considerations

            Participants' Contributions, other than Rollover Contributions, may
            only be made through payroll deduction. Such amounts shall be paid
            to the Trustee in cash and posted to each Participant's Account(s)
            as soon as such amounts can reasonably be separated from the
            Employer's general assets and balanced against the specific amount
            made on behalf of each Participant. In no event, however, shall such
            amounts be paid to the Trustee more than 15 business following the
            end of the calendar month in which such amounts are deducted from a
            Participant's Pay. Pre-Tax Contributions shall be treated as
            Employer Contributions in determining tax deductions under Code
            Section 404(a).


                                     - 17 -
<PAGE>
4     ROLLOVERS AND TRUST-TO-TRUST TRANSFERS

      4.1   Rollovers

            (a)   The Administrator may authorize the Trustee to accept a
                  rollover contribution in accordance with Code Sections 402(c)
                  or 408(d)(3)(A)(ii), in cash, directly from an Eligible
                  Employee or as a Direct Rollover from another qualified plan
                  on behalf of the Eligible Employee, even if he or she is not
                  yet a Participant. The Employee shall be responsible for
                  furnishing satisfactory evidence, in such manner as prescribed
                  by the Administrator, that the amount is eligible for rollover
                  treatment. A rollover contribution received directly from an
                  Eligible Employee must be paid to the Trustee in cash within
                  60 days after the date received by the Eligible Employee from
                  a qualified plan or conduit individual retirement account.
                  Contributions described in this paragraph shall be posted to
                  the applicable Employee's Rollover Account as of the date
                  received by the Trustee.

            (b)   If it is later determined that an amount contributed pursuant
                  to Subsection 4.1(a) did not in fact qualify as a rollover
                  contribution under Code Sections 402(c) or 408(d)(3)(A)(ii),
                  the balance credited to the Employee's Rollover Account shall
                  immediately be (1) segregated from all other Plan assets, (2)
                  treated as a nonqualified trust established by and for the
                  benefit of the Employee, and (3) distributed to the Employee.
                  Any such nonqualifying rollover shall be deemed never to have
                  been a part of the Plan.

      4.2   Transfers from Other Qualified Plans

            (a)   The Administrator may instruct the Trustee to receive assets
                  in cash or in kind directly from another qualified plan;
                  provided that a transfer should not be directed if:

                  (1)   Any amounts are not exempted by Code Section
                        401(a)(11)(B) from the annuity requirements of Code
                        Section 417 unless the Plan complies with such
                        requirements; or

                  (2)   Any amounts include benefits protected by Code Section
                        411(d)(6) which would not be preserved under applicable
                        Plan provisions.

                  Such amounts shall be posted to the appropriate Accounts of
                  Participants as of the date received by the Trustee.

            (b)   The Trustee may refuse the receipt of any transfer if:

                  (1)   The Trustee finds the in-kind assets unacceptable; or


                                     - 18 -
<PAGE>
                  (2)   Instructions for posting amounts to Participants'
                        Accounts are incomplete.


                                     - 19 -
<PAGE>
5     EMPLOYER CONTRIBUTIONS

      5.1   Order of Employer Contributions

            The order of funding for Employer Contributions described in this
            Section 5 is as follows: Syncor Match Contributions, then Syncor
            Booster Contributions and then Syncor Stock Bonus Contributions.
            Effective January 1, 1999, Employer Contributions which are Syncor
            Cash Bonus Contributions are not subject to the preceding sentence
            and are governed by Subsection 5.5.

      5.2   Syncor Match Contributions

            (a)   Frequency and Eligibility. For each quarter of the Plan Year,
                  the Employer shall make Syncor Match Contributions, as
                  described in Subsection 5.2(b), on behalf of each Participant
                  who contributed during the quarter of the Plan Year and was an
                  Eligible Employee on the last day of the quarter of the Plan
                  Year. Notwithstanding the preceding sentence, effective as to
                  Eligible Employees who become Participants on or after August
                  1, 2001, the Employer shall not make Syncor Matching
                  Contributions on behalf of a Participant as to his or her
                  Pre-Tax Contributions, if any, with respect to his or her Pay
                  until he or she has been a Participant for 12 calendar months.

            (b)   Allocation Method.

                  (1)   With regard to a Participant's Pre-Tax Contributions to
                        be deposited to his or her Fund Deferrals Account, the
                        Syncor Match Contributions (including any Forfeiture
                        Account amounts applied as Syncor Match Contributions in
                        accordance with Subsection 9.4) for each quarter of the
                        Plan Year shall be the number of shares of Company Stock
                        having a Fair Market Value as of the end of such period
                        equal to 50% of each eligible Participant's Pre-Tax
                        Contributions for such period, provided that no Syncor
                        Match Contributions shall be made based upon a
                        Participant's Contributions designated as such in excess
                        of 4% of his or her Pay.

                  (2)   With regard to a Participant's Pre-Tax Contributions
                        deposited to his or her Syncor Stock Deferrals Account,
                        the Syncor Match Contributions (including any Forfeiture
                        Account amounts applied as Syncor Match Contributions in
                        accordance with Subsection 9.4) for each quarter of the
                        Plan Year shall be equal to the number of shares of
                        Company Stock purchased with each eligible Participant's
                        Pre-Tax Contributions for such period designated as
                        such.


                                     - 20 -
<PAGE>
                  Irrespective of the allocation method as set forth in the
                  preceding subsections, in no event shall the contributions
                  made by or on behalf of a Participant for a Plan Year exceed
                  the maximum allowable under Code Section 415.

            (c)   Medium, Timing and Posting.

                  (1)   The Employer shall make each half of the Plan Year's
                        Syncor Match Contributions through the allocation of
                        Financed Shares from the Loan Suspense Account as set
                        forth in Section 18 or if there is no Acquisition Loan
                        outstanding, in shares of Company Stock.

                  (2)   The Employer shall make each half of the Plan Year's
                        Syncor Match Contributions as soon as feasible, and not
                        later than the Employer's federal tax filing date,
                        including extensions, for deducting such Contribution.
                        The Trustee shall post such amount to each Participant's
                        Syncor Match/Bonus Account once the total number of
                        Financed Shares to be allocated or the shares of Company
                        Stock received has been balanced against the specific
                        amount to be credited to each Participant's Syncor
                        Match/Bonus Account.

      5.3   Syncor Stock Bonus Contributions

            (a)   Frequency and Eligibility. For each Plan Year, the Employer
                  may make Syncor Stock Bonus Contributions on behalf of each
                  Participant who was an Eligible Employee on the last day of
                  the Plan Year.

            (b)   Allocation Method.

                  (1)   The Syncor Stock Bonus Contributions (including any
                        Forfeiture Account amounts applied as Syncor Stock Bonus
                        Contributions in accordance with Subsection 9.4) for
                        each Plan Year shall be in an amount determined by the
                        Employer and allocated among eligible Participants in
                        direct proportion to their Pay.

                  (2)   Irrespective of the allocation method as set forth in
                        the preceding subsection, in no event shall the
                        contributions made by or on behalf of a Participant for
                        a Plan Year exceed the maximum allowable under Code
                        Section 415.

            (c)   Medium, Timing and Posting.

                  (1)   The Employer shall make each Plan Year's Syncor Stock
                        Bonus Contributions through the allocation of Financed
                        Shares from


                                     - 21 -
<PAGE>
                        the Loan Suspense Account as set forth in Section 18 or
                        if there is no Acquisition Loan outstanding, in shares
                        of Company Stock.

                  (2)   The Employer shall make each Plan Year's Syncor Stock
                        Bonus Contributions as soon as feasible, and not later
                        than the Employer's federal tax filing date, including
                        extensions, for deducting such Contribution. The Trustee
                        shall post such amount to each Participant's Syncor
                        Match/Bonus Account once the total number of Financed
                        Shares to be allocated or shares of Company Stock
                        received has been balanced against the specific amount
                        to be credited to each Participant's Syncor Match/Bonus
                        Account.

      5.4   Syncor Booster Contributions

            (a)   Frequency and Eligibility. For each Plan Year, the Employer
                  may make Syncor Booster Contributions on behalf of each
                  Non-Highly Compensated Employee Participant who was an
                  Eligible Employee on the last day of the Plan Year.

            (b)   Allocation Method.

                  (1)   The Syncor Booster Contributions (including any
                        Forfeiture Account amounts applied as Syncor Booster
                        Contributions in accordance with Subsection 9.4) for
                        each Plan Year shall be in an amount of shares of
                        Company Stock determined by the Employer as necessary
                        for purposes of satisfying the tests described in
                        Subsections 13.2 and 13.4 and allocated among eligible
                        Participants equally.

                  (2)   Irrespective of the allocation method as set forth in
                        the preceding subsection, in no event shall the
                        contributions made by or on behalf of a Participant for
                        a Plan Year exceed the maximum allowable under Code
                        Section 415.

            (c)   Medium, Timing and Posting.

                  (1)   The Employer shall make each Plan Year's Syncor Booster
                        Contributions through the allocation of Financed Shares
                        from the Loan Suspense Account as set forth in Section
                        18 or if there is no Acquisition Loan outstanding, in
                        shares of Company Stock.

                  (2)   The Employer shall make each Plan Year's Syncor Booster
                        Contributions as soon as is feasible, and not later than
                        the Employer's federal tax filing date, including
                        extensions, for


                                     - 22 -
<PAGE>
                        deducting such Contribution. Notwithstanding the
                        preceding sentence, for purposes of satisfying the tests
                        described in Subsections 13.2 and 13.4, Syncor Booster
                        Contributions must be made before the end of the Plan
                        Year following the Plan Year being tested. The Trustee
                        shall post such amount to each Participant's Syncor
                        Booster Account once the total number of Financed Shares
                        to be allocated or shares of Company Stock received has
                        been balanced against the specific amount to be credited
                        to each Participant's Syncor Booster Account.

      5.5   Syncor Cash Bonus Contributions

            (a)   Frequency and Eligibility. For each Plan Year, the Employer at
                  its discretion may make Syncor Cash Bonus Contributions on
                  behalf of each Participant who was an Eligible Employee on the
                  last day of the Plan Year, provided that such Participant was
                  a Foreign Employee during all of such Plan Year.

            (b)   Allocation Method. The Syncor Cash Bonus Contributions
                  (including any Cash Forfeiture Account amounts applied as
                  Syncor Cash Bonus Contributions in accordance with Subsection
                  9.6) for each Plan Year, shall be in an amount determined by
                  the Employer and allocated among eligible participants [as
                  specified in Subsection 5.5(a)] in direct proportion to their
                  Pay.

            (c)   Change of Status. If a Participant who is a Foreign Employee
                  changes his or her status so that he is no longer a Foreign
                  Employee, but he continues to be an Employee, he shall not be
                  entitled to any further allocations of Syncor Cash Bonus
                  Contributions (or Cash Forfeiture Account amounts applied as
                  Syncor Cash Bonus Contributions in accordance with Subsection
                  9.6).

            (d)   This Subsection 5.5 is effective January 1, 1999.


                                     - 23 -
<PAGE>
6     ACCOUNTING

      6.1   Individual Participant Accounting

            (a)   The Administrator shall maintain an individual set of Accounts
                  for each Participant in order to reflect transactions both by
                  type of Contribution and investment medium. Financial
                  transactions shall be accounted for at the individual Account
                  level by posting each transaction to the appropriate Account
                  of each affected Participant. Participant Account values shall
                  be maintained as follows:

                  (1)   In shares of the Investment Funds and in dollars for a
                        Participant's Directed Investment Accounts; and

                  (2)   In whole and fractional shares of Company Stock and in
                        dollars for any portion not invested in Company Stock,
                        for a Participant's Stock Investment Company Accounts
                        and Stock Investment Participant Account.

            (b)   At any point in time, the Account value shall be determined
                  using the most recent Trade Date values provided by the
                  Trustee.

            (c)   The Trustee shall be responsible for maintaining adequate
                  records to account for such, including the aggregate cost
                  basis of Company Stock held in a Participant's Stock
                  Investment Company Accounts and Stock Investment Participant
                  Account.

      6.2   Sweep Account is Transaction Account

            All transactions related to amounts being contributed to or
            distributed from the Trust shall be posted to each affected
            Participant's Sweep Account. Any amount held in the Sweep Account
            will be credited with interest up until the date on which it is
            removed from the Sweep Account.

      6.3   Trade Date Accounting and Investment Cycle

            Participant Account values shall be determined as of each Trade
            Date. For any transaction to be processed as of a Trade Date, the
            Trustee must receive instructions for the transaction by the Sweep
            Date. Such instructions shall apply to amounts held in the Account
            on that Sweep Date. Financial transactions of the Investment Funds
            shall be posted to Participants' Accounts as of the Trade Date,
            based upon the Trade Date values provided by the Trustee, and
            settled on the Settlement Date.


                                     - 24 -
<PAGE>
      6.4   Accounting for Investment Funds

            Investments in each Investment Fund shall be maintained in shares.
            The Trustee is responsible for determining the share values of each
            Investment Fund as of each Trade Date. To the extent an Investment
            Fund is comprised of collective investment funds of the Trustee, or
            any other fiduciary to the Plan, the share values shall be
            determined in accordance with the rules governing such collective
            investment funds, which are incorporated herein by reference. All
            other share values shall be determined by the Trustee. The share
            value of each Investment Fund shall be based on the fair market
            value of its underlying assets.

      6.5   Payment of Fees and Expenses

            (a)   Except to the extent Plan fees and expenses related to Account
                  maintenance, transaction and Investment Fund management and
                  maintenance, as set forth below, are paid by the Employer
                  directly, or indirectly, through the Forfeiture Account as
                  directed by the Administrator, such fees and expenses shall be
                  paid as set forth below. The Employer may pay a lower portion
                  of the fees and expenses allocable to the Accounts of
                  Participants who are no longer Employees or who are not
                  Beneficiaries, unless doing so would result in discrimination.

            (b)   Account Maintenance: Account maintenance fees and expenses,
                  may include but are not limited to, administrative, Trustee,
                  government annual report preparation, audit, legal,
                  nondiscrimination testing, and fees for any other special
                  services. Account maintenance fees shall be charged to
                  Participants on a per Participant basis provided that no fee
                  shall reduce a Participant's Account balance below zero.

            (c)   Transaction: Transaction fees and expenses, may include but
                  are not limited to, recurring payment, Investment Fund
                  election change and loan fees. Transaction fees shall be
                  charged to the Participant's Account involved in the
                  transaction provided that no fee shall reduce a Participant's
                  Account balance below zero.

            (d)   Investment Fund Management and Maintenance: Management and
                  maintenance fees and expenses related to the Investment Funds
                  shall be charged at the Investment Fund level and reflected in
                  the net gain or loss of each Fund.

            (e)   The Administrator shall determine from time to time which Plan
                  fees and expenses shall generally be borne by the Trust (and
                  charged to individual Participants' Accounts) and which such
                  fees and expenses shall be paid by the Employer, directly or
                  indirectly, without the necessity of amending the Plan.


                                     - 25 -
<PAGE>
            (f)   The Trustee shall have the authority to pay from the Trust any
                  such fees and expenses which remain unpaid by the Employer for
                  60 days, except to the extent of any such fees and expenses in
                  dispute.

      6.6   Accounting for Participant Loans

            Participant loans shall be held in a separate Account of the
            Participant and accounted for in dollars as an earmarked asset of
            the borrowing Participant's Account.

      6.7   Error Correction

            The Administrator may correct any errors or omissions in the
            administration of the Plan by restoring any Participant's Account
            balance with the amount that would be credited to the Account had no
            error or omission been made. Funds necessary for any such
            restoration shall be provided through payment made by the Employer,
            or by the Trustee to the extent the error or omission is
            attributable to actions or inactions of the Trustee, or if the
            restoration involves an Employer Contribution Account, the
            Administrator may direct the Trustee to use amounts from the
            Forfeiture Account.

      6.8   Participant Statements

            The Administrator shall provide Participants with statements of
            their Accounts as soon after the end of each quarter of the Plan
            Year as is administratively feasible.

      6.9   Special Accounting During Conversion Period

            The Administrator and Trustee may use any reasonable accounting
            methods in performing their respective duties during any Conversion
            Period. This includes, but is not limited to, the method for
            allocating net investment gains or losses and the extent, if any, to
            which contributions received by and distributions paid from the
            Trust during this period share in such allocation.

      6.10  Accounts for QDRO Beneficiaries

            (a)   A separate Account shall be established for an alternate payee
                  entitled to any portion of a Participant's Account under a
                  QDRO as of the date and in accordance with the directions
                  specified in the QDRO. In addition, a separate Account may be
                  established during the period of time the Administrator, a
                  court of competent jurisdiction or other appropriate person is
                  determining whether a domestic relations order qualifies as a
                  QDRO. Such a separate Account shall be valued and accounted
                  for in the same manner as any other Account.


                                     - 26 -
<PAGE>
            (b)   Distributions Pursuant to QDROs. If a QDRO so provides, the
                  portion of a Participant's Account payable to an alternate
                  payee may be distributed, in a form as permissible under
                  Section 12, to such alternate payee at the time specified in
                  such QDRO, regardless of whether the Participant is entitled
                  to a distribution from the Plan at such time.

            (c)   Participant Loans. Except to the extent required by law, an
                  alternate payee, on whose behalf a separate Account has been
                  established, shall not be entitled to borrow from such
                  Account. If a QDRO specifies that the alternate payee is
                  entitled to any portion of the Account of a Participant who
                  has an outstanding loan balance, all outstanding loans shall
                  generally continue to be held in the Participant's Account and
                  shall not be divided between the Participant's and alternate
                  payee's Accounts.

            (d)   Investment Direction. Where a separate Account has been
                  established on behalf of an alternate payee and has not yet
                  been distributed, the alternate payee may direct the
                  investment of such Account in the same manner as if he or she
                  were a Participant.


                                     - 27 -
<PAGE>
7     INVESTMENT OF DIRECTED INVESTMENT ACCOUNTS

      7.1   Investment Funds

            Each Participant's Directed Investment Accounts shall be invested in
            various Investment Funds. The Administrator shall select the
            Investment Funds offered to Participants and may change the number
            or composition of the Investment Funds, subject to the terms and
            conditions agreed to with the Trustee. The Administrator may change
            the Investment Funds offered to Participants from time to time, in
            writing, without the necessity of amending the Plan.

      7.2   Investment Fund Elections

            (a)   Each Participant shall direct the investment of his or her
                  Directed Investment Accounts.

            (b)   A Participant shall make his or her investment election in any
                  combination of one or any number of the Investment Funds
                  offered in accordance with the procedures established by the
                  Administrator and Trustee. However, during any Conversion
                  Period, Trust assets of Directed Investment Accounts may be
                  held in any investment vehicle permitted by the Plan, as
                  directed by the Administrator, irrespective of Participant
                  investment elections.

            (c)   The Administrator may set, in writing, a maximum percentage of
                  the total election that a Participant may direct into any
                  specific Investment Fund may change such maximum percentage in
                  writing from time to time without the necessity of amending
                  the Plan.

      7.3   Responsibility for Investment Choice

            Each Participant shall be solely responsible for the selection of
            his or her Investment Fund choices for his or her Directed
            Investment Accounts. No fiduciary with respect to the Plan is
            empowered to advise a Participant as to the manner in which his or
            her Directed Investment Accounts are to be invested, and the fact
            that an Investment Fund is offered shall not be construed to be a
            recommendation for investment.

      7.4   Default if No Election

            The Administrator shall specify an Investment Fund for the
            investment of that portion of a Participant's Directed Investment
            Accounts which is not yet held in an Investment Fund and for which
            no valid investment election is on file and may change such
            Investment Fund from time to time without the necessity of amending
            the Plan.


                                     - 28 -
<PAGE>
      7.5   Timing

            A Participant shall make his or her initial investment election upon
            becoming a Participant and may change his or her election at any
            time in accordance with the procedures established by the
            Administrator and Trustee. Investment elections received by the
            Trustee by the Sweep Date will be effective on the following Trade
            Date.

      7.6   Investment Fund Election Change Fees

      A     reasonable processing fee may be charged directly to a Participant's
            Account for Investment Fund election changes in excess of a
            specified number per year as determined by the Administrator.


                                     - 29 -
<PAGE>
8     INVESTMENT OF STOCK INVESTMENT COMPANY ACCOUNTS AND STOCK INVESTMENT
      PARTICIPANT ACCOUNTS

      8.1   Normal Investment

            Each Participant's Stock Investment Company Accounts and Stock
            Investment Participant Account shall be invested entirely in shares
            of Company Stock, except for any deposit or money market type assets
            pending investment in shares of Company Stock.

      8.2   Diversification of Stock Investment Company Accounts (Prior to
            January 1, 2002)

            (a)   A Qualified Participant shall have the right to elect to
                  diversify a portion of his or her Stock Investment Company
                  Accounts during the Qualified Election Period pursuant to Code
                  Section 401(a)(28)(B). The election shall be made within the
                  90-day period after the close of each Plan Year in the
                  Qualified Election Period.

            (b)   The Administrator shall be responsible for notifying a
                  Qualified Participant of his or her right to elect to
                  diversify. An election to diversify shall be made in such
                  manner as may be prescribed by the Administrator. Within 90
                  days after the end of the 90-day period specified in
                  Subsection 8.2(a), (i) the shares of Company Stock which a
                  Qualified Participant elects to diversify shall be sold from
                  his or her Stock Investment Company Accounts and (ii) the
                  proceeds shall be invested in his or her Rollover Account.

            (c)   For each of the first five Plan Years in the Qualified
                  Election Period the Participant may elect to diversify 25% of
                  the number of shares of Company Stock allocated to his or her
                  Stock Investment Company Accounts since the establishment of
                  such Accounts on his or her behalf, less the number of shares
                  of Company Stock previously diversified in accordance with an
                  election under this Subsection 8.2. For the final Plan Year in
                  the Qualified Election Period, "50%" shall be substituted for
                  "25%" in the preceding sentence.

            (d)   Notwithstanding the preceding provisions of this Subsection
                  8.2, the Administrator may permit diversification of Stock
                  Investment Company Accounts in amounts in excess of that
                  required by Code Section 401(a)(28) and at times other than,
                  but no less than the times required by Code Section
                  401(a)(28).

            (e)   Effective January 1, 2002, this Subsection 8.2 shall no longer
                  be in effect.


                                     - 30 -
<PAGE>
      8.3   Diversification of Stock Investment Company Accounts and Stock
            Investment Participant Accounts (Effective January 1, 2002)

            (a)   This Subsection 8.3 shall take effect as of January 1, 2002.

            (b)   A Qualified Participant shall have the right to elect to
                  diversify a portion of his or her Stock Investment Company
                  Accounts and Stock Investment Participant Account as specified
                  in Subsection 8.3(c). An election to diversify may be made
                  during the 90-day period at the beginning of each Plan Year
                  within the Qualified Election Period.

            (c)   Each Qualified Participant shall be permitted to diversify 10%
                  of the number of shares of Company Stock allocated to his or
                  her Stock Investment Company Accounts and Stock Investment
                  Participant Account during each Plan Year of the Qualified
                  Election Period, except that:

                  (1)   During the five Plan Years of the Qualified Election
                        Period beginning with the Plan Year in which he or she
                        attained age 55, he or she shall be permitted to
                        diversify 25% of the number of shares of Company Stock
                        allocated to his or her Stock Investment Company
                        Accounts and Stock Investment Participant Account; and

                  (2)   During the Plan Year of the Qualified Election Period
                        which is the fifth Plan Year after the Plan Year in
                        which he or she attained age 55, he or she shall be
                        permitted to diversify 50% of the number of shares of
                        Company Stock allocated to his or her Stock Investment
                        Company Accounts and Stock Investment Participant
                        Account.

            (d)   The Administrator shall be responsible for notifying a
                  Qualified Participant of his or her right to elect to
                  diversify. An election to diversify shall be made in such
                  manner as may be prescribed by the Administrator. Within 90
                  days after the end of the 90-day period specified in
                  Subsection 8.3(b), (i) the shares of Company Stock which a
                  Qualified Participant elects to diversify shall be sold from
                  his or her Stock Investment Company Accounts and Stock
                  Investment Participant Account and (ii) the proceeds shall be
                  invested in his or her Rollover Account.

            (e)   In the event any Qualified Participant's diversification
                  rights during any Plan Year are less than what he or she is
                  entitled under Section 401(a)(28)(B) of the Code, the terms of
                  said under Section 401(a)(28)(B) shall control.


                                     - 31 -
<PAGE>



9     VESTING AND FORFEITURES

      9.1   Fully Vested Contribution Accounts

            A Participant shall be fully vested in these Accounts at all times:

            (a)   Fund Deferrals Account

            (b)   Syncor Stock Deferrals Account

            (c)   Rollover Account

            (d)   Syncor Booster Account

            (e)   Pre-ESSOP Shares Account

      9.2   Full Vesting upon Certain Events

            A Participant's entire Account shall become fully vested once he or
            she has attained his or her Normal Retirement Date as an Employee or
            upon his or her leaving the Employer due to his or her Disability or
            death.

      9.3   Vesting Schedule

            (a)   In addition to the vesting provisions provided in Subsections
                  9.1 and 9.2, a Participant's Syncor Match/Bonus Account shall
                  become vested in accordance with the following schedule:

<TABLE>
<CAPTION>
                  Years of Vesting                   Vested
                  Service.                           Percentage

<S>                                                  <C>
                  Less than 3                                 0%

                  3 but less than 4                          40%

                  4 but less than 5                          70%

                  5 or more                                 100%
</TABLE>

            (b)   If the Plan is amended to change the above schedule, the
                  vested percentage for each Participant shall not be less than
                  his or her vested percentage determined as of the last day
                  prior to this change, and for any Participant with at least
                  three Years of Vesting Service when the schedule is changed,
                  vesting shall be determined using the more favorable vesting
                  schedule.



                                     - 32 -
<PAGE>
                  (c)   Effective January 1, 1999, this Subsection 9.3 shall
                        also apply to a Participant's Syncor Cash Bonus Account.

      9.4   Forfeitures

                  (a)   A Participant's non-vested Account balance shall be
                        forfeited as of the Settlement Date following the Sweep
                        Date on which the Administrator has reported to the
                        Trustee that the Participant's employment has terminated
                        with all Related Companies. Effective January 1, 1999,
                        the preceding sentence shall read as follows: "A
                        Participant's non-vested Account balance shall be
                        forfeited as of the Settlement Date following the Sweep
                        Date on which the Administrator has reported to the
                        Trustee that the Participant's employment has terminated
                        with the Employer and all Related Companies."
                        Forfeitures from all Employer Contribution Accounts
                        shall be transferred to and maintained in a single
                        Forfeiture Account, which shall be invested in shares of
                        Company Stock and interest bearing deposits of the
                        Trustee. Forfeiture Account amounts shall be allocated
                        as Contributions as described in Section 5, utilized to
                        restore Accounts and to pay Plan fees and expenses as
                        directed by the Administrator.

                  (b)   Effective January 1, 1999, and notwithstanding
                        Subsection 9.4(a), forfeitures from Syncor Cash Bonus
                        Accounts shall be disposed of pursuant to Subsection 9.6
                        rather than this Subsection 9.4.

      9.5   Rehired Employees

                  (a)   Service. If a former Employee is rehired, all Years of
                        Vesting Service credited prior to his or her termination
                        of employment shall be counted in determining his or her
                        vested interest.

                  (b)   Account Restoration. If a former Employee is rehired
                        before he or she has a Break in Service, the number of
                        shares of Company Stock and the amount of cash forfeited
                        when his or her employment last terminated shall be
                        restored to his or her Account. The amount shall come
                        from the Forfeiture Account to the extent possible, and
                        any additional amount needed shall be contributed by the
                        Employer. The vested interest in his or her restored
                        Account shall then be equal to:


                                     - 33 -
<PAGE>
                                            V% times (AB + D) minus D

                                where:

                                            V% = current vested percentage;

                                            AB = current account balance; and

                                            D =  amount previously distributed.

      9.6   Forfeitures from Syncor Cash Bonus Accounts.

            A Participant's non-vested Syncor Cash Bonus Account balance shall
            be forfeited as of the Settlement Date following the Sweep Date on
            which the Administrator has reported to the Trustee that the
            Participant's employment has terminated with the Employer and all
            Related Companies. Forfeitures from all Syncor Cash Bonus Accounts
            shall be transferred to and maintained in a single Cash Forfeiture
            Account, which shall be invested in interest-bearing deposits of the
            Trustee. Cash Forfeiture Account amounts shall be allocated as
            Contributions as described in Subsection 5.5(b), utilized to restore
            Syncor Cash Bonus Accounts and to pay Plan fees and expenses as
            directed by the Administrator. This Subsection 9.6 is effective
            January 1, 1999.


                                     - 34 -
<PAGE>
10    PARTICIPANT LOANS

      10.1  Participant Loans Permitted

            Loans to Participants are permitted pursuant to the terms and
            conditions set forth in this Section 10.

      10.2  Loan Application, Note and Security

            A Participant shall apply for any loan in such manner and with such
            advance notice as prescribed by the Administrator. All loans shall
            be evidenced by a promissory note, secured only by 50% of the
            Participant's Account(s) from which the loan is made, and the Plan
            shall have a lien on this portion of his or her Account(s).

      10.3  Spousal Consent

            A Participant is not required to obtain Spousal Consent in order to
            take out a loan under the Plan.

      10.4  Loan Approval

            The Administrator, or the Trustee if otherwise authorized by the
            Administrator and agreed to by the Trustee, is responsible for
            determining that a loan request conforms to the requirements
            described in this Section 10 and granting such request.

      10.5  Loan Funding Limits

            The loan amount must meet all of the following limits as determined
            as of the Sweep Date the loan is processed:

            (a)   Plan Minimum Limit. The minimum amount for any loan is $500.

            (b)   Plan Maximum Limit. Subject to the legal limit described in
                  Subsection 10.5(c), the maximum a Participant may borrow,
                  including the outstanding balance of existing Plan loans, is
                  100% of the following Accounts which are fully vested:

                  (1)   Fund Deferrals Account;

                  (2)   Syncor Stock Deferrals Account; and

                  (3)   Rollover Account.

            (c)   Legal Maximum Limit. The maximum a Participant may borrow,
                  including the outstanding balance of existing Plan loans, as
                  well as


                                     - 35 -
<PAGE>
                  loans from any other qualified plan sponsored by the Employer
                  or a Related Employer, is 50% of his or her vested Account
                  balance, not to exceed $50,000. However, the $50,000 maximum
                  shall be reduced by the Participant's highest outstanding loan
                  balance during the 12-month period ending on the day before
                  the Sweep Date as of which the loan is made. For purposes of
                  this Subsection 10.5(c), the qualified plans of all Related
                  Companies shall be treated as though they are part of this
                  Plan to the extent it would decrease the maximum loan amount.

      10.6  Maximum Number of Loans

            A Participant may have only one loan outstanding at any given time.

      10.7  Source and Timing of Loan Funding

            (a) A loan to a Participant shall be made solely from the assets of
            his or her own Accounts. The available assets shall be determined
            first by Account type and then by investment type within each type
            of Account. The hierarchy for loan funding by type of Account shall
            be the order listed in the preceding Plan Maximum Limit paragraph.
            Within each Account used for funding a loan, amounts shall first be
            taken from the Sweep Account and then taken by type of investment in
            direct proportion to the market value of the Participant's interest
            in each Investment Fund as of the Trade Date on which the loan is
            processed.

            (b) Loans will be funded on the Settlement Date following the Trade
                Date as of which the loan is processed. The Trustee shall make
                payment to the Participant as soon thereafter as
                administratively feasible.

      10.8  Interest Rate

            The interest rate charged on Participant loans shall be a fixed
            reasonable rate of interest, determined from time to time by the
            Administrator, which provides the Plan with a return commensurate
            with the prevailing interest rate charged by persons in the business
            of lending money for loans which would be made under similar
            circumstances.

      10.9  Repayment

            Substantially level amortization shall be required of each loan with
            payments made at least monthly, generally through payroll deduction.
            Loans may be prepaid in full or in part at any time. The Participant
            may choose the loan repayment period, not to exceed 5 years.
            However, the term may be for any period not to exceed 15 years if
            the purpose of the loan is to acquire the Participant's principal
            residence.


                                     - 36 -
<PAGE>
      10.10 Repayment Hierarchy

            Loan principal repayments shall be credited to the Participant's
            Accounts in the inverse of the order used to fund the loan. Loan
            interest shall be credited to the Participant's Accounts in direct
            proportion to the principal payment. Loan payments are credited by
            investment type based upon the Participant's current investment
            election for new Contributions.

      10.11 Repayment Suspension

            The Administrator may agree to a suspension of loan payments for up
            to 6 months for a Participant who is on a Leave of Absence without
            pay. During the suspension period interest shall continue to accrue
            on the outstanding loan balance. At the expiration of the suspension
            period all outstanding loan payments and accrued interest thereon
            shall be due unless otherwise agreed upon by the Administrator.

      10.12 Loan Default

            (a)   A loan is treated as a default if scheduled loan payments are
                  more than 90 days late. A Participant shall then have 30 days
                  from the time he or she receives written notice of the default
                  and a demand for past due amounts to cure the default before
                  it becomes final.

            (b)   In the event of default, the Administrator may direct the
                  Trustee to report the default as a taxable distribution. As
                  soon as a Plan withdrawal or distribution to such Participant
                  would otherwise be permitted, the Administrator may instruct
                  the Trustee to execute upon its security interest in the
                  Participant's Account by distributing the note to the
                  Participant.

      10.13 Call Feature

            The Administrator shall have the right to call any Participant loan
            once a Participant's employment with all Related Companies has
            terminated or if the Plan is terminated. Effective January 1, 1999,
            the preceding sentence shall read as follows: "The Administrator
            shall have the right to call any Participant loan once a
            Participant's employment with the Employer and all Related Companies
            has terminated or if the Plan is terminated."


                                     - 37 -
<PAGE>
11    IN-SERVICE WITHDRAWALS

      11.1  In-Service Withdrawals Permitted

            In-service withdrawals to a Participant who is an Employee are
            permitted pursuant to the terms and conditions set forth in this
            Section 11 and as required by law as set forth in Section 12.

      11.2  In-Service Withdrawal Application and Notice

            (a)   A Participant shall apply for any in-service withdrawal in
                  such manner and with such advance notice as prescribed by the
                  Administrator. The Participant shall be provided the notice
                  prescribed by Code Section 402(f).

            (b)   If an in-service withdrawal is one to which Code Sections
                  401(a)(11) and 417 do not apply, such in-service withdrawal
                  may commence less than 30 days after the aforementioned notice
                  is provided, if:

                  (1)   The Participant is clearly informed that he or she has
                        the right to a period of at least 30 days after receipt
                        of such notice to consider his or her option to elect or
                        not elect a Direct Rollover for all or a portion, if
                        any, of his or her in-service withdrawal which will
                        constitute an Eligible Rollover Distribution; and

                  (2)   The Participant after receiving such notice,
                        affirmatively elects a Direct Rollover for all or
                        portion, if any, of his or her in-service withdrawal
                        which will constitute an Eligible Rollover Distribution
                        or alternatively elects to have all or a portion made
                        payable directly to him or her, thereby not electing a
                        Direct Rollover for all or a portion thereof.

      11.3  Spousal Consent

            A Participant is required to obtain Spousal Consent in order to make
            an in-service withdrawal under the Plan.

      11.4  In-Service Withdrawal Approval

            The Administrator, or the Trustee if otherwise authorized by the
            Administrator and agreed to by the Trustee, is responsible for
            determining that an in-service withdrawal request conforms to the
            requirements described in this Section 11 and granting such request.


                                     - 38 -
<PAGE>
      11.5  Minimum Amount, Payment Form and Medium

            (a)   There shall be no minimum amount for any type of in-service
                  withdrawal.

            (b)   With regard to the portion of an in-service withdrawal
                  representing an Eligible Rollover Distribution, a Participant
                  may elect a Direct Rollover for all or a portion of such
                  amount. The form of payment for an in-service withdrawal shall
                  be a single lump sum and payment shall be made in cash.

      11.6  Source and Timing of In-Service Withdrawal Funding

            (a)   An in-service withdrawal to a Participant shall be made solely
                  from the assets of his or her own Accounts and will be based
                  on the Account values as of the Trade Date the in-service
                  withdrawal is processed. The available assets shall be
                  determined first by Account type and then by investment type
                  within each type of Account. Within each Account used for
                  funding an in-service withdrawal, amounts shall first be taken
                  from the Sweep Account and then taken by type of investment in
                  direct proportion to the market value of the Participant's
                  interest in each Investment Fund (which excludes Participant
                  loans) as of the Trade Date on which the in-service withdrawal
                  is processed.

            (b)   In-Service withdrawals shall be funded on the Settlement Date
                  following the Trade Date as of which the in-service withdrawal
                  is processed. The Trustee shall make payment as soon
                  thereafter as administratively feasible.

      11.7  Hardship Withdrawals

            (a)   Requirements. A Participant who is an Employee may request the
                  withdrawal of up to the amount necessary to satisfy a
                  financial need including amounts necessary to pay any federal,
                  state or local income taxes or penalties reasonably
                  anticipated to result from the withdrawal. Only requests for
                  withdrawals (1) on account of a Participant's "Deemed
                  Financial Need" or "Demonstrated Financial Need," and (2)
                  which are "Deemed Necessary" to satisfy the financial need
                  will be approved.

            (b)   "Deemed Financial Need" means financial commitments of a
                  Participant relating to:

                  (1)   Expenses for "medical care" [as defined in Code Section
                        213(d)] previously incurred by the Participant his or
                        her spouse or any of the Participant's dependents (as
                        defined in Code


                                     - 39 -
<PAGE>
                        Section 152) or necessary for these persons to obtain
                        medical care

                  (2)   The purchase (excluding mortgage payments) of the
                        Employee's principal residence;

                  (3)   The payment of unreimbursable tuition and related
                        educational fees and room and board expenses for up to
                        the next 12 months of post-secondary education for the
                        Participant, his or her spouse or dependents (as defined
                        in Code Section 152);

                  (4)   The payment of funeral expenses of a Participant's
                        family member;

                  (5)   The payment of amounts necessary for the Participant to
                        the eviction of the Participant from his or her
                        principal residence or foreclosure on the mortgage on
                        said residence; or

                  (6)   Any other circumstance specifically permitted pursuant
                        to regulations under Code Section 401(k)(2)(B)(i)(IV).

            (c)   "Demonstrated Financial Need" means a determination by the
                  Administrator that a severe financial hardship to the
                  Participant has resulted from:

                  (1)   A sudden and unexpected illness or accident to the
                        Employee or his or her spouse or dependents;

                  (2)   The loss, due to casualty, of the Employee's property
                        other than nonessential property (such as a boat or a
                        television); or

                  (3)   Some other similar extraordinary and unforeseeable
                        circumstances arising as a result of events beyond the
                        control of the Employee.

            (d)   "Deemed Necessary." A withdrawal shall be "Deemed Necessary"
                  to satisfy the financial need only if the withdrawal amount
                  does not exceed the financial need and all of these conditions
                  are met:

                  (1)   The Participant has obtained all other possible
                        withdrawals and nontaxable loans available from all
                        plans maintained by Related Companies;

                  (2)   The Participant is prohibited, under the terms of the
                        plan or an otherwise legally-enforceable agreement, from
                        making any contributions, pre-tax as well as after-tax,
                        to all plans maintained by Related Companies for 12
                        months from the date the withdrawal payment is made; and


                                     - 40 -
<PAGE>
                  (3)   For the taxable year next following the taxable year of
                        the withdrawal, the Participant's maximum "elective
                        deferrals" [as defined in Code Section 402(g)(3)] under
                        all plans maintained by Related Companies are reduced by
                        the amount of the Participant's elective deferrals for
                        the calendar year of the withdrawal.

                  For purposes of this Subsection 11.7(d), the term "all plans
                  maintained by Related Companies" means all qualified and
                  nonqualified plans of deferred compensation maintained by
                  related Companies, including stock option, stock purchase or
                  similar plans and "cash-or-deferred" arrangements which are
                  part of "cafeteria plans" described in Code Section 125, but
                  excluding (i) mandatory contributions to a defined benefit
                  plan and (ii) a health or welfare benefit plan, including one
                  that is part of a cafeteria plan. The prohibition referred to
                  in Subsection 11.7(d)(2) and the reduction referred to in
                  Subsection 11.7(d)(3) are hereby made a part of this Plan.

            (e)   Account Sources for Withdrawal. The withdrawal amount shall
                  come from the following of the Participant's fully vested
                  Accounts, in the priority order as follows:

                  (1)   Rollover Account;

                  (2)   Syncor Stock Deferrals Account; and

                  (3)   Fund Deferrals Account

                  The amount that may be withdrawn from a Participant's Fund
                  Deferrals and Syncor Stock Deferrals Accounts shall not
                  include any earnings credited to his or her Pre-Tax Account
                  after December 31, 1988.

            (f)   Permitted Frequency. There is no restriction on the number of
                  Hardship withdrawals permitted to a Participant.

      11.8  Rollover Account Withdrawals

            No in-service withdrawals are permitted from a Participant's
            Rollover Account except as provided elsewhere in this Section 11.

      11.9  Over Age 59-1/2 Withdrawals

            (a)   Requirements. A Participant who is an Employee and over age
                  59-1/2 may withdraw from the Accounts listed in paragraph (b)
                  below.


                                     - 41 -
<PAGE>
            (b)   Account Sources for Withdrawal. The withdrawal amount shall
                  come from the following of the Participant's fully vested
                  Accounts, in the priority order as follows:

                  (1)   Rollover Account; and

                  (2)   Fund Deferrals Account

            (c)   Permitted Frequency. The maximum number of withdrawals
                  permitted to a Participant under this Subsection 11.9 is one.

            (d)   Suspension from Further Contributions. A withdrawal pursuant
                  to this Subsection 11.9 shall not affect a Participant's
                  ability to make or be eligible to receive further
                  Contributions.


                                     - 42 -
<PAGE>
12    DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR AS REQUIRED BY LAW

      12.1  Benefit Information, Notices and Election

            (a)   A Participant, or his or her Beneficiary in the case of his or
                  her death, shall be provided with information regarding all
                  optional times and forms of distribution available, to include
                  the notices prescribed by Code Section 402(f) and Code Section
                  411(a)(11). Subject to the other requirements of this Section
                  12, a Participant, or his or her Beneficiary in the case of
                  his or her death, may elect, in such manner and with such
                  advance notice as prescribed by the Administrator, to have his
                  or her vested Account balance paid to him or her beginning
                  upon any Settlement Date following the Participant's
                  termination of employment with all Related Companies or, if
                  earlier, at the time required by law as set forth in
                  Subsection 12.7. Effective January 1, 1999, the preceding
                  sentence shall read as follows: "Subject to the other
                  requirements of this Section 12, a Participant, or his or her
                  Beneficiary in the case of his or her death, may elect, in
                  such manner and with such advance notice as prescribed by the
                  Administrator, to have his or her vested Account balance paid
                  to him or her beginning upon any Settlement Date following the
                  Participant's termination of employment with the Employer and
                  all Related Companies or, if earlier, at the time required by
                  law as set forth in Subsection 12.7."

            (b)   If a distribution is one to which Code Sections 401(a)(11) and
                  417 do not apply, such distribution may commence less than 30
                  days after the aforementioned notices are provided, if:

                  (1)   The Participant is clearly informed that he or she has
                        the right to a period days after receipt of such notices
                        to consider the decision as to whether to elect a
                        distribution and if so to elect a particular form of
                        distribution and to elect or not elect a Direct Rollover
                        for all or a portion, if any, of his or her distribution
                        which will constitute an Eligible Rollover Distribution;
                        and

                  (2)   The Participant after receiving such notices,
                        affirmatively elects a distribution and a Direct
                        Rollover for all or a portion, if any, of his or her
                        distribution which will constitute an Eligible Rollover
                        Distribution or alternatively elects to have all or a
                        portion made payable directly to him or her, thereby not
                        electing a Direct Rollover for all or a portion thereof.

      12.2  Spousal Consent

            A Participant shall be required to obtain Spousal Consent in order
            to receive a distribution under the Plan, except with regard to a
            distribution that may be


                                     - 43 -
<PAGE>
            made to a Participant without his or her consent in accordance with
            Subsection 12.4. This Subsection 12.2 shall not apply to
            distributions made after February 28, 2002.

      12.3  Payment Form and Medium

            (a)   A Participant shall be paid in the form of a single lump sum.
                  Notwithstanding the preceding sentence, a Participant who is
                  an Employee at the time he or she is required by law to
                  commence distribution, or anytime thereafter, may instead
                  elect to be paid annually in a lump sum an amount sufficient
                  to comply with Code Section 401(a)(9).

            (b)   Distributions shall be made in cash except to the extent a
                  distribution consists of an offset amount as described in
                  Subsection 10.13 and to the extent a Participant elects that
                  payment be made in a combination of cash for his or her
                  Directed Investment Accounts and any portion of his or her
                  Stock Investment Company Accounts and Stock Investment
                  Participant Account not held in whole shares of Company Stock
                  and in shares of Company Stock for the number of whole shares
                  of Company Stock held in his or her Stock Investment Company
                  Accounts and Stock Investment Participant Account.

            (c)   With regard to the portion of a distribution representing an
                  Eligible Rollover Distribution, a Distributee may elect a
                  Direct Rollover for all or a portion of such amount.

      12.4  Distribution of Small Amounts

            If, after a Participant's employment with all Related Companies
            ends, the Participant's vested Account balance is $3,500 or less,
            and if at the time of any prior in-service withdrawal or
            distribution the Participant's vested Account balance did not exceed
            $3,500, the Participant's benefit shall be paid as a single lump sum
            as soon as is administratively feasible in accordance with
            procedures prescribed by the Administrator. Effective January 1,
            1998, "$5,000" shall be substituted for "$3,500" in the preceding
            sentence. Effective January 1, 1999, the second preceding sentence
            shall read as follows: "If, after a Participant's employment with
            all Related Companies ends, and the Participant's vested Account
            balance is $5,000 or less, the Participant's benefit shall be paid
            as a single lump sum as soon as is administratively feasible in
            accordance with procedures prescribed by the Administrator."

      12.5  Source and Timing of Distribution Funding

            (a)   A distribution to a Participant shall be made solely from the
                  assets of his or her own Accounts and will be based on the
                  Account values as


                                     - 44 -
<PAGE>
                  of the Trade Date the distribution is processed. The available
                  assets shall be determined first by Account type and then by
                  investment type within each type of Account.

            (b)   Within each Account used for funding a distribution, amounts
                  shall first be taken from the Sweep Account and then taken by
                  type of investment in direct proportion to the market value of
                  the Participant's interest in each Investment Fund as of the
                  Trade Date on which the distribution is processed.

            (c)   Distributions will be funded on the Settlement Date following
                  the Trade Date as of which the distribution is processed. The
                  Trustee shall make payment as soon thereafter as
                  administratively feasible.

      12.6  Deemed Distribution

            For purposes of Subsection 9.4, if at the time a Participant's
            employment with all Related Companies has terminated, the
            Participant's vested Account balance attributable to Accounts
            subject to vesting as described in Section 9, is zero, his or her
            vested Account balance shall be deemed distributed as of the
            Settlement Date following the Sweep Date on which the Administrator
            has reported to the Trustee that the Participant's employment with
            all Related Companies has terminated.

      12.7  Latest Commencement Permitted

            (a)   In addition to any other Plan requirements and unless a
                  Participant elects otherwise, his or her benefit payments will
                  begin not later than 60 days after the end of the Plan Year in
                  which he or she attains his or her Normal Retirement Date or
                  retires, whichever is later. However, if the amount of the
                  payment or the location of the Participant (after a reasonable
                  search) cannot be ascertained by that deadline, payment shall
                  be made no later than 60 days after the earliest date on which
                  such amount or location is ascertained but in no event later
                  than as described below. A Participant's failure to elect in
                  such manner as prescribed by the Administrator to have his or
                  her vested Account balance paid to him or her, shall be deemed
                  an election by the Participant to defer his or her
                  distribution.

            (b)   Benefit payments shall begin by the April 1 immediately
                  following the end of the calendar year in which the
                  Participant attains age 70-1/2 (whether or not he or she is an
                  Employee), except that distribution for an Employee who was
                  born before July 1, 1917 does not need to begin until his or
                  her employment with all Related Companies ends. Effective
                  January 1, 1999, the preceding sentence shall read as follows:
                  "Benefit payments shall begin by the April 1 immediately
                  following the end of the calendar year in which the
                  Participant attains


                                     - 45 -
<PAGE>
                  age 70-1/2 (whether or not he or she is an Employee), except
                  that distribution for an Employee who was born before July 1,
                  1917 does not need to begin until his or her employment with
                  the Employer and all Related Companies ends."

            (c)   Effective January 1, 2000, notwithstanding the preceding
                  paragraph, a Participant who is an Employee and who has
                  attained age 70-1/2, other than a "5-percent owner" [as
                  defined in Code Section 416(i)(1)(B)(i) of the Code], may
                  elect to defer the beginning of benefit payments until April 1
                  of the calendar year following the calendar year in which he
                  or she terminates his or her employment with the Employer and
                  all Related Companies.

      12.8  Payment Within Life Expectancy

            The Participant's payment election must be consistent with the
            requirement of Code Section 401(a)(9) that all payments are to be
            completed within a period not to exceed the lives or the joint and
            last survivor life expectancy of the Participant and his or her
            Beneficiary. The life expectancies of a Participant and his or her
            Beneficiary may not be recomputed annually.

      12.9  Incidental Benefit Rule

            The Participant's payment election must be consistent with the
            requirement that, if the Participant's spouse is not his or her sole
            primary Beneficiary, the minimum annual distribution for each
            calendar year, beginning with the year in which he or she attains
            age 70-1/2 (or such later date as provided otherwise in Section 12),
            shall not be less than the quotient obtained by dividing (a) the
            Participant's vested Account balance as of the last Trade Date of
            the preceding year by (b) the applicable divisor as determined under
            the incidental benefit requirements of Code Section 401(a)(9).

      12.10 Payment to Beneficiary

            Payment to a Beneficiary must be completed by the end of the
            calendar year that contains the fifth anniversary of the
            Participant's death, except that:

            (a)   If the Participant dies after the April 1 immediately
                  following the end of the calendar year in which he or she
                  attains age 70-1/2, payment to his or her Beneficiary must be
                  made at least as rapidly as provided in the Participant's
                  distribution election;

            (b)   If the surviving spouse is the Beneficiary, payments need not
                  begin until the end of the calendar year in which the
                  Participant would have attained age 70-1/2 and must be
                  completed within the spouse's life or life expectancy; and


                                     - 46 -
<PAGE>
            (c)   If the Participant and the surviving spouse who is the
                  Beneficiary die (1) before the April 1 immediately following
                  the end of the calendar year in which the Participant would
                  have attained age 70-1/2 and (2) before payments have begun to
                  the spouse, the spouse will be treated as the Participant in
                  applying these rules.

      12.11 Beneficiary Designation

            (a)   Each Participant may complete a beneficiary designation form
                  indicating the Beneficiary who is to receive the Participant's
                  remaining Plan interest at the time of his or her death. The
                  designation may be changed at any time.

            (b)   Notwithstanding Subsection 12.11(a), a Participant's spouse
                  shall be the sole primary Beneficiary unless the designation
                  includes Spousal Consent for another Beneficiary. If no proper
                  designation is in effect at the time of a Participant's death
                  or if the Beneficiary is not in existence at the time of such
                  Participant's death, the Beneficiary shall be, in the order
                  listed:

                  (1)   The Participant's surviving spouse,

                  (2)   The Participant's children, in equal shares, per stirpes
                        (by right of representation), or

                  (3)   The Participant's estate.

      12.12 Effect of Certain Distributions and Deemed Distributions; Repayment

            (a)   If, following termination of employment with the Employer and
                  all Related Companies, a Participant receives a single lump
                  sum distribution of his or her entire vested Account balance,
                  in accordance with Subsections 12.1 and 12.3, or Subsection
                  12.4, the non-vested balance in his or her Account shall
                  thereupon be forfeited and disposed of in accordance with
                  Subsection 9.4. If such Participant should return to the
                  employ of the Employer and repay the full amount of the
                  distribution prior to the earlier of (i) 5 years after the
                  first date on which he or she is subsequently re-employed by
                  the Employer or (ii) the close of the first Break in Service
                  commencing after such distribution, the previously-forfeited
                  portion, unadjusted by any subsequent gains or losses, shall
                  be reinstated by use of amounts in the Forfeiture Account, or
                  if there are none, by means of an additional contribution by
                  the Administrator to the Plan for this purpose. It shall be
                  the duty of the Employer to give timely notice to any rehired
                  Participant, if such Participant is eligible to make a
                  repayment of the distribution to him, of the consequences of
                  not making such repayment.


                                     - 47 -
<PAGE>
            (b)   If, following termination of employment with the Employer and
                  all Related Companies, a Participant is deemed to have
                  received a distribution of his entire vested Account balance,
                  in accordance with Subsection 12.6, the non-vested balance in
                  his Account shall thereupon be forfeited and disposed of in
                  accordance with Subsection 9.4. If such Participant should
                  return to the employ of the Employer prior to the earlier of
                  (i) 5 years after the first date on which he is subsequently
                  re-employed by the Employer or (ii) the close of the first
                  Break in Service commencing after the date of such deemed
                  distribution, the previously-forfeited portion, unadjusted by
                  any subsequent gains or losses, shall be reinstated by use of
                  amounts in the Forfeiture Account, or if there are none, by
                  means of an additional contribution by the Employer to the
                  Plan for this purpose.

            (c)   Years of Service attributable to a distribution or a deemed
                  distribution in accordance with Subsections 12.1 and 12.3,
                  12.4 or 12.6 shall not be disregarded for purposes of
                  eligibility or vesting under the Plan.

            (d)   This Subsection 12.12 is effective January 1, 1999.

      12.13 Required Distributions on or After January 1, 2002

            With respect to distributions under the Plan made in calendar years
            beginning on or after January 1, 2002, the Plan shall apply the
            minimum distribution requirements of Section 401(a)(9) of the Code
            in accordance with the regulations under said Section 401(a)(9)
            which were proposed in January 2001, notwithstanding any provision
            of the Plan to the contrary. This Subsection 12.13 shall continue in
            effect until the end of the last calendar year beginning before the
            effective date of final regulations under said Section 401(a)(9) or
            such other date specified in guidance published by the Internal
            Revenue Service.


                                     - 48 -
<PAGE>
13    ADP AND ACP TESTS

      13.1  Contribution Limitation Definitions

            The following definitions are applicable to this Section 13 (where a
            definition is contained in both Sections 1 and 13, for purposes of
            Section 13 the Section 13 definition shall be controlling):

            (a)   "ACP" or "Average Contribution Percentage" means the Average
                  Percentage calculated using Contributions allocated to
                  Participants as of a date within a Plan Year.

            (b)   "ACP Test" means the determination of whether the ACP is in
                  compliance with the Basic or Alternative Limitation for a Plan
                  Year (as defined in Subsection 13.2).

            (c)   "ADP" or "Average Deferral Percentage" means the Average
                  Percentage calculated using Deferrals allocated to
                  Participants as of a date within a Plan Year.

            (d)   "ADP Test" means the determination of whether the ADP is in
                  compliance with the Basic or Alternative Limitation for a Plan
                  Year (as defined in Subsection 13.2).

            (e)   "Average Percentage" means the average of the calculated
                  percentages for Participants within the specified group. The
                  calculated percentage refers to either the "Deferrals" or
                  "Contributions" (as defined in this Subsection 13.1) made on
                  each Participant's behalf for a Plan Year, divided by his or
                  her Compensation for the portion of such Plan Year in which he
                  or she was an Eligible Employee while a Participant. (Pre-Tax
                  Contributions to this Plan or comparable contributions to
                  plans of Related Companies which will be refunded solely
                  because they exceed the Contribution Dollar Limit are included
                  in the percentage for the HCE Group but not for the NHCE
                  Group.)

            (f)   "Contributions" means Syncor Match Contributions. In addition,
                  Contributions may include Pre-Tax and Syncor Booster
                  Contributions, but only to the extent that (1) the Employer
                  elects to use them, (2) they are not used or counted in the
                  ADP Test, (3) Syncor Booster Contributions are fully vested
                  when made and not withdrawable by an Employee before he or she
                  attains age 59-1/2 and (4) they otherwise satisfy the
                  requirements as prescribed under Code Section 401(m)
                  permitting treatment as Contributions for purposes of the ACP
                  Test, including with regard to Syncor Booster Contributions
                  satisfaction of the requirements of Code Section 401(a) in the
                  manner prescribed under Code Section 401(m).


                                     - 49 -
<PAGE>
            (g)   "Deferrals" means Pre-Tax Contributions. In addition,
                  Deferrals may include Syncor Booster Contributions, but only
                  to the extent that (1) the Employer elects to use them, (2)
                  they are not used or counted in the ACP Test, (3) they are
                  fully vested when made, not withdrawable by an Employee before
                  he or she attains age 59-1/2 and (4) they otherwise satisfy
                  the requirements as prescribed under Code Section 401(k)
                  permitting treatment as Deferrals for purposes of the ADP
                  Test, including satisfaction of the requirements of Code
                  Section 401(a) in the manner prescribed under Code Section
                  401(k).


            (h)   "HCE" or "Highly Compensated Employee" means, with respect to
                  a Plan Year, any Employee who:

                  (1)   During such Plan Year or the preceding Plan Year was or
                        at any time a "5-percent owner" within the meaning of
                        Section 416(i)(B)(i) of the Code; or

                  (2)   During such preceding Plan Year received Compensation
                        from the Employer in excess of $80,000 and was in the
                        group of Employees of the Employer consisting of the top
                        20% of such Employees when ranked on the basis of
                        Compensation paid during such preceding Plan Year.

                  The $80,000 amount in Subsection 13.1(h)(2) shall be adjusted
                  in the same time and in the same manner as provided in Code
                  Section 415(d), except that the base period shall be the
                  calendar quarter ended September 30, 1996.

            (i)   "HCE Group" and "NHCE Group" Means with respect to each
                  Employer and its Related Companies, the respective group of
                  HCEs and NHCEs who are eligible to have amounts contributed on
                  their behalf for the Plan Year, including Employees who would
                  be eligible but for their election not to participate or to
                  contribute, or because their Pay is greater than zero but does
                  not exceed a stated minimum.

                  (1)   If the Related Companies maintain two or more plans
                        which are subject to the ADP or ACP Test and are
                        considered as one plan for purposes of Code Sections
                        401(a)(4) or 410(b), all such plans shall be aggregated
                        and treated as one plan for purposes of meeting the ADP
                        and ACP Tests, provided that, for Plan Years beginning
                        after December 31, 1989, plans may only be aggregated if
                        they have the same Plan Year.

                  (2)   If an HCE is covered by more than one cash or deferred
                        arrangement, or more than one arrangement permitting
                        employee or matching contributions, maintained by the
                        Related Companies, all such plans shall be aggregated
                        and treated as


                                     - 50 -
<PAGE>
                        one plan for purposes of calculating the separate
                        percentage for the HCE which is used in the
                        determination of the Average Percentage.

            (j)   "Multiple Use Test" means the test described in Subsection
                  13.4 which a Plan must meet where the Alternative Limitation
                  [described in Subsection 13.2(b)] is used to meet both the ADP
                  and ACP Tests.

            (k)   "NHCE" or "Non-Highly Compensated Employee" means an Employee
                  who is not an HCE.

      13.2  ADP and ACP Tests

            For each Plan Year, the ADP and ACP for the HCE Group must meet
            either the Basic or Alternative Limitation when compared to the
            respective ADP and ACP for the NHCE Group, defined as follows:

            (a)   Basic Limitation. The HCE Group Average Percentage for each
                  Plan Year may not exceed 1.25 times the NHCE Group Average
                  Percentage for the preceding Plan Year.

            (b)   Alternative Limitation. The HCE Group Average Percentage for
                  each Plan Year is limited by reference to the NHCE Group
                  Average Percentage for the preceding Plan Year as follows:

<TABLE>
<CAPTION>
        If the NHCE Group                  Then the Maximum HCE
        Average Percentage is:             Group Average Percentage is:
        ----------------------             ----------------------------
<S>                                        <C>
        Less than 2%                       2 times NHCE Group Average %

        2% to 8%                           NHCE Group Average % plus 2%

        More than 8%                       NA - Basic Limitation applies
</TABLE>

      13.3  Correction of ADP and ACP Tests

            (a)   ADP Correction. In the event that the initial allocation of
                  Deferrals for a Plan Year does not satisfy one of the tests
                  set forth in Subsection 13.2 (after taking into account any
                  distributions to NHCEs, but not to HCEs, pursuant to
                  Subsection 3.5), the Administrator shall adjust such Deferrals
                  as follows: On or before the 15th day of the third month
                  following the end of each Plan Year, but in no event later
                  than the close of the following Plan Year, the amount
                  necessary to reduce the Deferrals of HCEs to the point where
                  one of such tests is satisfied, determined by reducing
                  Deferrals on behalf of HCEs in the order of their ADPs,
                  beginning with the highest of such percentages (the "Excess
                  Deferrals"), shall be distributed among such HCEs with


                                     - 51 -
<PAGE>
                  the largest amount of Deferrals taken into account in
                  calculating the ADP tests for the Plan Year in which such
                  Excess Deferrals arose, beginning with the HCE with the
                  largest amount of such Deferrals and continuing in descending
                  order until all such Excess Deferrals have been allocated.
                  Income or loss shall be allocated to such Excess Deferrals in
                  accordance with Regulation Section 1.401(k)-1(f)(4)(ii),
                  excluding income or loss for the period between the end of the
                  Plan Year in which such Excess Deferrals arose and the date of
                  distribution. Excess Deferrals shall first be taken from
                  unmatched Pre-Tax Contributions and then from matched Pre-Tax
                  Contributions, first from matched Pre-Tax Contributions
                  deposited to the Participant's Fund Deferrals Account and then
                  from matched Pre-Tax Contributions deposited to the
                  Participant's Syncor Stock Deferrals Account. Any Syncor Match
                  Contributions attributable to refunded excess Pre-Tax
                  Contributions as described in this Section 13 shall be
                  forfeited and used as described in Subsection 9.4.

            (b)   ACP Correction. In the event that the initial allocation of
                  Contributions for a Plan Year does not satisfy one of the
                  tests set forth in Subsection 13.2, the Administrator shall
                  adjust such Contributions as follows: On or before the 15th
                  day of the third month following the end of each Plan Year,
                  but in no event later than the close of the following Plan
                  Year, the amount necessary to reduce the Contributions of HCEs
                  to the point where one of such tests is satisfied, determined
                  by reducing Contributions on behalf of HCEs in the order of
                  their ACPs, beginning with the highest of such percentages
                  (the "Excess Contributions"), shall be forfeited (or if not
                  forfeitable, distributed) among such HCEs with the largest
                  amount of Contributions taken into account in calculating the
                  ACP tests for the Plan Year in which such Excess Contributions
                  arose, beginning with the HCE with the largest amount of such
                  Contributions and continuing in descending order until all
                  such Excess Contributions have been allocated. Income or loss
                  shall be allocated to such Excess Contributions in accordance
                  with Regulation Section 1.401(m)-1(e)(3)(ii), excluding income
                  or loss for the period between the end of the Plan Year in
                  which such Excess Contributions arose and the date of
                  distribution.

            (c)   Investment Fund Sources. Once the amount of excess Deferrals
                  and/or Contributions is determined amounts shall then be taken
                  by type of investment in direct proportion to the market value
                  of the Participant's interest in each Investment Fund (which
                  excludes Participant loans) at the time the correction is
                  made.


                                     - 52 -
<PAGE>
      13.4  Multiple Use Test

            If the Alternative Limitation (defined in Subsection 13.2) is used
            to meet both the ADP and ACP Tests, the ADP and ACP for the HCE
            Group must also comply with the requirements of Code Section
            401(m)(9), which requires that the sum of the ADP and ACP for the
            HCE Group (as determined after any corrections needed to meet the
            ADP and ACP Tests have been made) not exceed the sum (which produces
            the most favorable result) of:

            (a)   The Basic Limitation [as defined in Subsection 13.2(a)]
                  applied to either the ADP or ACP for the NHCE Group, and

            (b)   The Alternative Limitation [as defined in Subsection 13.2(b)]
                  applied to the other NHCE Group percentage.

      13.5  Correction of Multiple Use Test

            If the multiple use limit is exceeded, the Administrator shall
            determine a maximum percentage to be used in place of the calculated
            percentage for all HCEs that would reduce either or both the ADP or
            ACP for the HCE Group by a sufficient amount to meet the multiple
            use limit. Any excess shall be handled in the same manner that the
            distribution of Excess Deferrals or Excess Contributions is handled.

      13.6  Adjustment for Investment Gain or Loss

            Any excess Deferrals or Contributions to be refunded to a
            Participant or forfeited in accordance with Subsections 13.3 or 13.5
            shall be adjusted for investment gain or loss. Refunds or
            forfeitures shall not include investment gain or loss for the period
            between the end of the applicable Plan Year and the date of
            distribution.

      13.7  Testing Responsibilities and Required Records

            The Administrator shall be responsible for ensuring that the Plan
            meets the ADP Test, the ACP Test and the Multiple Use Test, and that
            the Contribution Dollar Limit is not exceeded. In carrying out its
            responsibilities, the Administrator shall have sole discretion to
            limit or reduce Deferrals or Contributions at any time. The
            Administrator shall maintain records which are sufficient to
            demonstrate that the ADP Test, the ACP Test and the Multiple Use
            Test, have been met for each Plan Year for at least as long as the
            Employer's corresponding tax year is open to audit.

      13.8  Separate Testing

            (a)   Multiple Employers: The determination of HCEs, NHCEs, and the
                  performance of the testing and any corrective action resulting


                                     - 53 -
<PAGE>
                  therefrom shall be made separately with regard to the
                  Employees of each Employer (and its Related Companies) that is
                  not a Related Company with the other Employer(s).

            (b)   Collective Bargaining Units: The performance of the ADP Test,
                  and if applicable, the ACP Test and Multiple Use Test, and any
                  corrective action resulting therefrom shall be applied
                  separately to Employees who are eligible to participate in the
                  Plan as a result of a collective bargaining agreement.

            In addition, separate testing may be applied, at the discretion of
            the Administrator and to the extent permitted under Treasury
            regulations, to any group of Employees for whom separate testing is
            permissible.


                                     - 54 -
<PAGE>
14    MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS

      14.1  "Annual Addition" Defined

            The sum of all amounts allocated to the Participant's Account for a
            Plan Year. Amounts include contributions (except for rollovers or
            transfers from another qualified plan), forfeitures and, if the
            Participant is a Key Employee (pursuant to Section 15) for the
            applicable or any prior Plan Year, medical benefits provided
            pursuant to Code Section 419A(d)(1). For purposes of this Subsection
            14.1, "Account" also includes a Participant's account in all other
            defined contribution plans currently or previously maintained by any
            Related Company. The Plan Year refers to the year to which the
            allocation pertains, regardless of when it was allocated. The Plan
            Year shall be the Code Section 415 "limitation year."

      14.2  Maximum Annual Addition

            The Annual Addition to a Participant's accounts under this Plan and
            any other defined contribution plan maintained by any Related
            Company for any Plan Year shall not exceed the lesser of (a) 25% of
            his or her Taxable Income or (b) $30,000 [as adjusted pursuant to
            Code Section 415(d)].

      14.3  Avoiding an Excess Annual Addition

            If, at any time during a Plan Year, the allocation of any additional
            Contributions would produce an excess Annual Addition for such year,
            Contributions to be made for the remainder of the Plan Year shall be
            limited to the amount needed for each affected Participant to
            achieve the maximum Annual Addition.

      14.4  Correcting an Excess Annual Addition

            (a)   Upon the discovery of an excess Annual Addition to a
                  Participant's Account (resulting from forfeitures,
                  allocations, reasonable error in determining Participant
                  compensation or the amount of elective contributions, or other
                  facts and circumstances acceptable to the Internal Revenue
                  Service) the excess amount (adjusted to reflect investment
                  gains) shall first be returned to the Participant to the
                  extent of his or her Pre-Tax Contributions (however, to the
                  extent Pre-Tax Contributions were matched, the applicable
                  Syncor Match Contributions shall be forfeited in proportion to
                  the returned matched Pre-Tax Contributions) and the remaining
                  excess, if any, shall be forfeited by the Participant and
                  together with forfeited Syncor Match Contributions allocated
                  as Contributions as described in Section 5 as soon as is
                  administratively feasible.


                                     - 55 -
<PAGE>
            (b)   To the extent Pre-Tax Contributions are refunded, excess
                  amounts shall first be taken from unmatched Pre-Tax
                  Contributions and then from matched Pre-Tax Contributions,
                  first from matched Pre-Tax Contributions deposited to the
                  Participant's Fund Deferrals Account and then from matched
                  Pre-Tax Contributions deposited to the Participant's Syncor
                  Stock Deferrals Account.

      14.5  Correcting a Multiple Plan Excess

            If a Participant, whose Account is credited with an excess Annual
            Addition, received allocations to more than one defined contribution
            plan, the excess shall be corrected by reducing the Annual Addition
            to this Plan only after all possible reductions have been made to
            the other defined contribution plans.

      14.6  "Defined Benefit Fraction" Defined

            The fraction, for any Plan Year, where the numerator is the
            "projected annual benefit" and the denominator is the greater of
            125% of the "protected current accrued benefit" or the normal limit
            which is the lesser of (1) 125% of the maximum dollar limitation
            provided under Code Section 415(b)(1)(A) for the Plan Year or (2)
            140% of the amount which may be taken into account under Code
            Section 415(b)(1)(B) for the Plan Year, where a Participant's:

            (a)   "Projected annual benefit" is the annual benefit provided by
                  the Plan determined pursuant to Code Section 415(e)(2)(A); and

            (b)   "Protected current accrued benefit" in a defined benefit plan
                  in existence (1) on July 1, 1982, shall be the accrued annual
                  benefit provided for under Public Law 97-248, Section
                  235(g)(4), as amended, or (2) on May 6, 1986, shall be the
                  accrued annual benefit provided for under Public Law 99-514,
                  Section 1106(i)(3).

      14.7  "Defined Contribution Fraction" Defined

            The fraction where the numerator is the sum of the Participant's
            Annual Addition for each Plan Year to date and the denominator is
            the sum of the "annual amounts" for each year in which the
            Participant has performed service with a Related Company. The
            "annual amount" for any Plan Year is the lesser of (1) 125% of the
            Code Section 415(c)(1)(A) dollar limitation [determined without
            regard to Subsection (c)(6)] in effect for the Plan Year and (2)
            140% of the Code Section 415(c)(1)(B) amount in effect for the Plan
            Year, where:

            (a)   Each Annual Addition is determined pursuant to the Code
                  Section 415(c) rules in effect for such Plan Year; and


                                     - 56 -
<PAGE>
            (b)   The numerator is adjusted pursuant to Public Law 97-248,
                  Section 235(g)(3), as amended, or Public Law 99-514, Section
                  1106(i)(4).

      14.8  Combined Plan Limits and Correction

            (a)   If a Participant has also participated in a defined benefit
                  plan maintained by a Related Company, the sum of the Defined
                  Benefit Fraction and the Defined Contribution Fraction for any
                  Plan Year may not exceed 1.0. If the combined fraction exceeds
                  1.0 for any Plan Year, the Participant's benefit under any
                  defined benefit plan (to the extent it has not been
                  distributed or used to purchase an annuity contract) shall be
                  limited so that the combined fraction does not exceed 1.0
                  before any defined contribution limits will be enforced.

            (b)   This Subsection 14.8 shall not apply to Plan Years beginning
                  after December 31, 1999.


                                     - 57 -
<PAGE>
15    TOP-HEAVY RULES

      15.1  Top-Heavy Definitions

            When capitalized, the following words and phrases have the following
            meanings when used in this Section 15:

            (a)   "Aggregation Group" means the group consisting of each
                  qualified plan of an Employer (and its Related Companies) (1)
                  in which a Key Employee is a participant or was a participant
                  during the determination period (regardless of whether such
                  plan has terminated), or (2) which enables another plan in the
                  group to meet the requirements of Code Sections 401(a)(4) or
                  410(b). The Employer may also treat any other qualified plan
                  as part of the group if the group would continue to meet the
                  requirements of Code Sections 401(a)(4) and 410(b) with such
                  plan being taken into account.

            (b)   "Determination Date" means the last Trade Date of the
                  preceding Plan Year or, in the case of the Plan's first year,
                  the last Trade Date of the first Plan Year.

            (c)   "Key Employee" means a current or former Employee (or his or
                  her Beneficiary) who at any time during the five-year period
                  ending on the Determination Date was:

                  (1)   An officer of a the Employer or Related Company whose
                        Compensation exceeds 50% of the amount in effect under
                        Code Section 415(b)(1)(A);

                  (2)   A more-than-5% Owner;

                  (3)   A more-than-1% Owner whose Compensation exceeds
                        $150,000; or

                  (4)   One of the 10 Employees having annual Compensation from
                        the Employer of more than the limitation in effect under
                        Code Section 415(c)(1)(A) and owning (or considered as
                        owning within the meaning of Code Section 318) the
                        largest interests in the Employer.

            (d)   "Plan Benefit" means the sum as of the Determination Date of
                  (1) an Employee's Account, (2) the present value of his or her
                  other accrued benefits provided by all qualified plans within
                  the Aggregation Group, and (3) the aggregate distributions
                  made within the five-year period ending on such date. Plan
                  Benefits shall exclude rollover contributions and plan to plan
                  transfers made after December 31,


                                     - 58 -
<PAGE>
                  1983 which are both employee initiated and from a plan
                  maintained by a non-related employer.

            (e)   "Top-Heavy" means the Plan's status when the Plan Benefits of
                  Key Employees account for more than 60% of the Plan Benefits
                  of all Employees who have performed services at any time
                  during the five year period ending on the Determination Date.
                  The Plan Benefits of Employees who were, but are no longer,
                  Key Employees (because they have not been an officer or Owner
                  during the five year period), are excluded in the
                  determination.

      15.2  Special Contributions

            (a)   Minimum Contribution Requirement. For each Plan Year in which
                  the Plan is Top-Heavy, the Employer shall not allow any
                  contributions (other than a Rollover Contribution) to be made
                  by or on behalf of any Key Employee unless the Employer makes
                  a contribution (other than Pre-Tax and Syncor Match
                  Contributions) on behalf of all Participants who were Eligible
                  Employees as of the last day of the Plan Year in an amount
                  equal to at least 3% of each such Participant's Taxable
                  Income.

            (b)   Overriding Minimum Benefit. Notwithstanding, contributions
                  shall be permitted on behalf of Key Employees if the Employer
                  also maintains a defined benefit plan which automatically
                  provides a benefit which satisfies the Code Section 416(c)(1)
                  minimum benefit requirements, including the adjustment
                  provided in Code Section 416(h)(2)(A), if applicable. If this
                  Plan is part of an aggregation group in which a Key Employee
                  is receiving a benefit and no minimum is provided in any other
                  plan, a minimum contribution of at least 3% of Taxable Income
                  shall be provided to the Participants specified in Subsection
                  15.2(a). In addition, the Employer may offset a defined
                  benefit minimum by contributions (other than Pre-Tax and
                  Syncor Match Contributions) made to this Plan.

      15.3  Special Vesting

            If the Plan becomes Top-Heavy after the Effective Date, vesting for
            all Employees shall thereafter be accelerated to the extent the
            following vesting schedule produces a greater vested percentage for
            the Employee than the normal vesting schedule at any relevant time:


                                     - 59 -
<PAGE>
<TABLE>
<CAPTION>
             Years of Vesting                   Vested
             Service                            Percentage
             -------                            ----------
<S>                                             <C>
             Less than 2                        0%

             2 but less than 3                  20%

             3 but less than 4                  40%

             4 but less than 5                  70%

             5 or more                          100%
</TABLE>

      15.4  Adjustment to Combined Limits for Different Plans

            For each Plan Year in which the Plan is Top-Heavy, "100%" shall be
            substituted for "125%" in determining the Defined Benefit Fraction
            and the Defined Contribution Fraction. This Subsection 15.4 shall
            not apply to Plan Years beginning after December 31, 1999.


                                     - 60 -
<PAGE>
16    PLAN ADMINISTRATION

      16.1  Plan Delineates Authority and Responsibility

            Plan fiduciaries include the Company, the Administrator, the
            Committee and/or the Trustee, as applicable, whose specific duties
            are delineated in this Plan and Trust. In addition, Plan fiduciaries
            also include any other person to whom fiduciary duties or
            responsibility is delegated with respect to the Plan. Any person or
            group may serve in more than one fiduciary capacity with respect to
            the Plan. To the extent permitted under ERISA Section 405, no
            fiduciary shall be liable for a breach by another fiduciary.

      16.2  Fiduciary Standards

            Each fiduciary shall:

            (a)   Discharge his or her duties in accordance with this Plan and
                  Trust to the extent they are consistent with ERISA;

            (b)   Use that degree of care, skill, prudence and diligence that a
                  prudent person acting in a like capacity and familiar with
                  such matters would use in the conduct of an enterprise of a
                  like character and with like aims;

            (c)   Act with the exclusive purpose of providing benefits to
                  Participants and their Beneficiaries, and defraying reasonable
                  expenses of administering the Plan;

            (d)   Diversify Plan investments, to the extent such fiduciary is
                  responsible for directing the investment of Plan assets, so as
                  to minimize the risk of large losses, unless under the
                  circumstances it is clearly prudent not to do so; and

            (e)   Treat similarly situated Participants and Beneficiaries in a
                  uniform and nondiscriminatory manner.

      16.3  Company is ERISA Plan Administrator

            The Company is the "plan administrator," within the meaning of ERISA
            Section 3(16), which is responsible for compliance with all
            reporting and disclosure requirements, except those that are
            explicitly the responsibility of the Trustee under applicable law.
            The Administrator and/or Committee shall have any necessary
            authority to carry out such functions through the actions of the
            Administrator and/or the Committee.


                                     - 61 -
<PAGE>
      16.4  Administrator's Authority

            The Administrator shall have the discretionary authority to construe
            this Plan and Trust, other than the provisions which relate to the
            Trustee, and to do all things necessary or convenient to effect the
            intent and purposes thereof, whether or not such powers are
            specifically set forth in this Plan and Trust. Actions taken in good
            faith by the Administrator shall be conclusive and binding on all
            interested parties, and shall be given the maximum possible
            deference allowed by law. In addition to the duties listed elsewhere
            in this Plan and Trust, the Administrator's authority shall include,
            but not be limited to, the discretionary authority to:

            (a)   Determine who is eligible to participate, if a contribution
                  qualifies as a rollover contribution, the allocation of
                  Contributions, and the eligibility for loans, in-service
                  withdrawals and distributions;

            (b)   Recognize for eligibility and vesting purposes an Eligible
                  Employee's prior service with an entity whose assets are
                  acquired by the Company, a Subsidiary or a Related Company;

            (c)   Provide each Participant with a summary plan description no
                  later than 90 days after he or she has become a Participant
                  [or such other period permitted under ERISA Section
                  104(b)(1)], as well as informing each Participant of any
                  material modification to the Plan in a timely manner;

            (d)   Make a copy of the following documents available to
                  Participants during normal work hours: this Plan and any
                  separate trust agreement as to the Trust (including subsequent
                  amendments), all annual and interim reports of the Trustee
                  related to the entire Plan, the latest annual report and the
                  summary plan description;

            (e)   Determine the fact of a Participant's death and of any
                  Beneficiary's right to receive the deceased Participant's
                  interest based upon such proof and evidence as it deems
                  necessary;

            (f)   Establish and review at least annually a funding policy
                  bearing in mind both the short-run and long-run needs and
                  goals of the Plan. To the extent Participants may direct their
                  own investments, the funding policy shall focus on which
                  Investment Funds are available for Participants to use; and

            (g)   Adjudicate claims pursuant to the claims procedure described
                  in Section 20.


                                     - 62 -
<PAGE>
      16.5  Advisors May be Retained

            The Administrator may retain such agents and advisors (including
            attorneys, accountants, actuaries, consultants, record keepers,
            investment counsel and administrative assistants) as it considers
            necessary to assist it in the performance of its duties. The
            Administrator shall also comply with the bonding requirements of
            ERISA Section 412.

      16.6  Delegation of Administrator's Duties

            The Company, as Administrator of the Plan, has appointed a Committee
            to administer the Plan on its behalf. The Company shall provide the
            Trustee with the names and specimen signatures of any persons
            authorized to serve as Committee members and act as or on its
            behalf. Any Committee member appointed by the Company shall serve at
            the pleasure of the Company, but may resign by written notice to the
            Company. Committee members shall serve without compensation from the
            Plan for such services. Except to the extent that the Company
            otherwise provides, any delegation of duties to a Committee shall
            carry with it the full discretionary authority of the Administrator
            to complete such duties.

      16.7  Committee Operating Rules

            (a)   Actions of Majority. Any act delegated by the Company to the
                  Committee may be done by a majority of its members. The
                  majority may be expressed by a vote at a meeting or in writing
                  without a meeting, and a majority action shall be equivalent
                  to an action of all Committee members.

            (b)   Meetings. The Committee shall hold meetings upon such notice,
                  place and times as it determines necessary to conduct its
                  functions properly.

            (c)   Reliance by Trustee. The Committee may authorize one or more
                  of its members to execute documents on its behalf and may
                  authorize one or more of its members or other individuals who
                  are not members to give written direction to the Trustee in
                  the performance of its duties. The Committee shall provide
                  such authorization in writing to the Trustee with the name and
                  specimen signatures of any person authorized to act on its
                  behalf. The Trustee shall accept such direction and rely upon
                  it until notified in writing that the Committee has revoked
                  the authorization to give such direction. The Trustee shall
                  not be deemed to be on notice of any change in the membership
                  of the Committee, the parties authorized to direct the Trustee
                  in the performance of its duties, or the duties delegated to
                  and by the Committee until notified in writing.


                                     - 63 -
<PAGE>
      16.8  Multiple Employer Plan Requirements

            (a)   If two or more Employers who are not aggregated pursuant to
                  Section 414 of the Code contribute to the Plan, and the Plan
                  therefore becomes subject to Section 413(c) of the Code, the
                  following requirements shall apply notwithstanding any other
                  provision of the Plan:

                  (1)   The annual Compensation limit in Subsection 1.13 shall
                        be applied as if each Contributing Employer had
                        maintained a separate plan.

                  (2)   The amount of each Contributing Employer's Syncor Match
                        Contributions, Syncor Stock Bonus Contributions, Syncor
                        Cash Bonus Contributions and Syncor Booster
                        Contributions, and the allocation of such contributions,
                        shall be determined as if each Contributing Employer had
                        maintained a separate plan.

                  (3)   Forfeitures shall be accounted for separately for each
                        Contributing Employer. To the extent expenses are
                        charged against forfeitures pursuant to Subsections 6.5,
                        9.4 and 9.6, the forfeitures attributable to each
                        Contributing Employer's Participants shall bear such
                        expenses on a pro rata basis, determined as of the time
                        each such expense is charged. Where forfeitures are
                        allocated rather than being used to pay expenses, such
                        allocation shall be determined as if each Contributing
                        Employer had maintained a separate plan.

                  (4)   The ACP Test and the ADP Test in Subsection 13.2 shall
                        be applied as if each Contributing Employer maintained a
                        separate plan.

                  (5)   Eligibility under Section 2 and vesting under Section 9
                        shall be determined as if all Contributing Employers
                        were a single entity.

                  (6)   The Annual Addition limits of Subsection 14.2 with
                        respect to each Participant shall be determined by
                        taking into account Annual Additions for the benefit of
                        such Participant which are attributable to all
                        Contributing Employers, and for this purpose
                        Compensation paid to such Participant from all
                        Contributing Employers shall be aggregated.

                  (7)   For purposes of the exclusive benefit requirements of
                        Section 401(a) of the Code, all Participants shall be
                        treated as employees of each Contributing Employer.


                                     - 64 -
<PAGE>
                  (8)   The Top-heavy Plan requirements in Section 15 shall be
                        determined separately for each Contributing Employer.

            (b)   For purposes of this Subsection 16.8, the term "Contributing
                  Employer" means (1) collectively, each group of Employers
                  which is aggregated pursuant to Section 414 of the Code and
                  (2) each Employer which is not so aggregated with any other
                  Employer.

      16.9  Veterans' Rights

            Notwithstanding any provision of this Plan to the contrary,
            effective December 12, 1994, contributions, benefits and service
            credit with respect to qualified military service shall be provided
            in accordance with Section 414(u) of the Code.


                                     - 65 -
<PAGE>
17    MANAGEMENT OF INVESTMENTS

      17.1  In General

            All Plan assets shall be held by the Trustee in trust, in accordance
            with those provisions of this Plan and Trust which relate to the
            Trustee, and subject to Subsection 19.10, for use in providing Plan
            benefits and paying Plan expenses not paid directly by the Employer.
            Plan benefits will be drawn solely from the Trust and paid by the
            Trustee as directed by the Administrator. Notwithstanding the
            preceding sentence, the Administrator may appoint, with the approval
            of the Trustee, another trustee to hold and administer Plan assets
            which do not meet the requirements of Subsection 17.2.

      17.2  Investment Funds

            (a)   The Administrator is hereby granted authority to direct the
                  Trustee to invest Trust assets in one or more Investment Funds
                  or in Company Stock. The number and composition of Investment
                  Funds may be changed from time to time, in writing, without
                  the necessity of amending this Plan and Trust document. The
                  Trustee may establish reasonable limits on the number of
                  Investment Funds as well as the acceptable assets for any such
                  Investment Fund. Each of the Investment Funds may be comprised
                  of any of the following:

                  (1)   Shares of a registered investment company, whether or
                        not the Trustee or any of its affiliates is an advisor
                        to, or other service provider to, such company;

                  (2)   Collective investment funds maintained by the Trustee,
                        or any other fiduciary to the Plan, which are available
                        for investment by trusts which are qualified under Code
                        Sections 401(a) and 501(a);

                  (3)   Individual equity and fixed income securities which are
                        readily tradeable on the open market;

                  (4)   Guaranteed investment contracts issued by a bank or
                        insurance company; and

                  (5)   Interest-bearing deposits of the Trustee.

            (b)   Any Investment Fund assets invested in a collective investment
                  fund, shall be subject to all the provisions of the
                  instruments establishing and governing such fund. These
                  instruments, including any subsequent amendments, are
                  incorporated herein by reference.


                                     - 66 -
<PAGE>
      17.3  Authority to Hold Cash

            The Trustee shall have the authority to cause the investment manager
            of each Investment Fund to maintain sufficient deposit or money
            market type assets in each Investment Fund to handle the Fund's
            liquidity and disbursement needs. Each Participant's and
            Beneficiary's Sweep Account, which is used to hold assets pending
            investment or disbursement, shall consist of interest bearing
            deposits of the Trustee.

      17.4  Trustee to Act Upon Instructions

            The Trustee shall carry out instructions to invest assets in the
            Investment Funds or Company Stock as soon as practicable after such
            instructions are received from the Administrator, Participants, or
            Beneficiaries. Such instructions shall remain in effect until
            changed by the Administrator, Participants or Beneficiaries.

      17.5  Administrator Has Right to Vote Registered Investment Company Shares

            The Administrator shall be entitled to vote proxies or exercise any
            shareholder rights relating to shares held on behalf of the Plan in
            a registered investment company. Notwithstanding, the authority to
            vote proxies and exercise shareholder rights related to such shares
            held in a Custom Fund is vested as provided otherwise in Section 17.

      17.6  Custom Fund Investment Management

            (a)   The Administrator may designate, with the consent of the
                  Trustee, an investment manager for any Investment Fund
                  established by the Trustee solely for Participants of this
                  Plan (a "Custom Fund"). The investment manager may be the
                  Administrator, Trustee or an investment manager pursuant to
                  ERISA Section 3(38). The Administrator shall advise the
                  Trustee in writing of the appointment of an investment manager
                  and shall cause the investment manager to acknowledge to the
                  Trustee in writing that the investment manager is a fiduciary
                  to the Plan.

            (b)   A Custom Fund shall be subject to the following:

                  (1)   Guidelines. Written guidelines, acceptable to the
                        Trustee, shall be established for a Custom Fund. If a
                        Custom Fund consists solely of collective investment
                        funds or shares of a registered investment company (and
                        sufficient deposit or money market type assets to handle
                        the Fund's liquidity and disbursement needs), its
                        underlying instruments shall constitute the guidelines.


                                     - 67 -
<PAGE>
                  (2)   Authority of Investment Manager. The investment manager
                        of a Custom Fund shall have the authority to vote or
                        execute proxies, exercise shareholder rights, manage,
                        acquire and dispose of Trust assets.

                  (3)   Custody and Trade Settlement. Unless otherwise agreed to
                        by the Trustee, the Trustee shall maintain custody of
                        all Custom Fund assets and be responsible for the
                        settlement of all Custom Fund trades. For purposes of
                        this Subsection 17.6, shares of a collective investment
                        fund, shares of a registered investment company and
                        guaranteed investment contracts issued by a bank or
                        insurance company, shall be regarded as the Custom Fund
                        assets instead of the underlying assets of such
                        instruments.

                  (4)   Limited Liability of Co-Fiduciaries. Neither the
                        Administrator nor the Trustee shall be obligated to
                        invest or otherwise manage any Custom Fund assets for
                        which the Trustee or Administrator is not the investment
                        manager nor shall the Administrator or Trustee be liable
                        for acts or omissions with regard to the investment of
                        such assets except to the extent required by ERISA.

      17.7  Authority to Segregate Assets

            The Committee may direct the Trustee to split an Investment Fund
            into two or more funds in the event any assets in the Fund are
            illiquid or the value is not readily determinable. In the event of
            such segregation, the Committee shall give instructions to the
            Trustee on what value to use for the split-off assets, and the
            Trustee shall not be responsible for confirming such value.

      17.8  Investment in Company Stock

            A Participant's Stock Investment Company Accounts and Stock
            Investment Participant Account shall be entirely invested in shares
            of Company Stock except to the extent of any deposit or money market
            type assets pending investment in shares of Company Stock.

      17.9  Voting and Tendering Company Stock

            (a)   Allocated Shares. Each Participant or Beneficiary shall be
                  entitled to instruct the Trustee as to the voting or tendering
                  of any full or partial shares of Company Stock held on his or
                  her behalf. Prior to such voting or tendering of Company
                  Stock, each Participant or Beneficiary shall receive a copy of
                  the proxy solicitation or other material relating to such vote
                  or tender decision and a blank form for the Participant or
                  Beneficiary to complete which confidentially instructs the
                  Trustee to


                                     - 68 -
<PAGE>
                  vote or tender such shares in the manner indicated by the
                  Participant or Beneficiary. A Participant's or Beneficiary's
                  failure to instruct the Trustee with respect to a tender offer
                  shall be regarded as an instruction not to tender his or her
                  shares of Company Stock. The Administrator shall instruct the
                  Trustee with respect to how to vote any shares for which
                  instructions are not received from Participants or
                  Beneficiaries. The Trustee shall act with respect to such
                  shares as instructed.

            (b)   Unallocated Shares. The Administrator shall instruct the
                  Trustee with respect to how to vote or tender any full or
                  partial shares of Company Stock held in the Forfeiture Account
                  and the Loan Suspense Account.

      17.10 Registration and Disclosure for Company Stock

            The Administrator shall be responsible for determining the
            applicability (and, if applicable, complying with) the requirements
            of the Securities Act of 1933, as amended, the California Corporate
            Securities Law of 1968, as amended, and any other applicable
            securities laws. The Administrator shall also specify what
            restrictive legend or transfer restriction, if any, is required to
            be set forth on the certificates for the securities and the
            procedure to be followed by the Trustee to effectuate a resale of
            such securities.

      17.11 Investment of Amounts Credited to Syncor Cash Bonus Accounts

            Notwithstanding Subsections 17.1 to 17.10, the Trustee shall have
            the sole authority to invest amounts credited to Syncor Cash Bonus
            Accounts and Participants for whom such accounts have been
            established shall not give investment instructions as to such
            accounts to the Trustee. The Trustee shall, in its discretion,
            invest and reinvest such portion of the Trust as is attributable to
            the amounts credited to Syncor Cash Bonus Accounts, without
            distinction between principal and income, in common and preferred
            stocks, bonds, notes, debentures, securities convertible into common
            stock, interest-bearing accounts, insurance contracts, certificates
            of deposit (including if the Trustee is a bank, those within its own
            banking department), or in such other property, real or personal,
            situated within the United States, as the Trustee shall deem
            advisable, subject to the other provisions of the Plan. The Trustee
            in its discretion may hold in cash such portion of the Trust
            attributable to the amounts credited to Syncor Cash Bonus Accounts
            as shall be reasonable under the circumstances, pending investment,
            payment of expenses or distribution of benefits from such accounts.
            This Subsection 17.11 is effective January 1, 1999.


                                     - 69 -


<PAGE>
18    LEVERAGED TRANSACTIONS

      18.1  Authority to Use Leverage

            The Plan may be used to provide a method of corporate finance to the
            Company. The provisions of this Section 18 shall be effective if an
            Acquisition Loan is made and shall continue in effect for the
            duration of the period an Acquisition Loan is outstanding.

      18.2  Acquisition Loans

            (a)   The Administrator, with the approval of the Company's board of
                  directors, may direct the Trustee to incur an Acquisition
                  Loan. An installment obligation incurred in connection with
                  the purchase of Company Stock shall be treated as an
                  Acquisition Loan, and all indebtedness incurred to acquire
                  Company Stock in a single transaction shall be treated as one
                  Acquisition Loan.

            (b)   An Acquisition Loan shall be for a specific term, shall bear a
                  reasonable rate of interest and shall not be payable on demand
                  except in the event of default. An Acquisition Loan may be
                  secured by a pledge of the Company Stock so acquired or
                  acquired with the proceeds of a prior Acquisition Loan which
                  is being refinanced. No other Trust assets may be pledged as
                  collateral for an Acquisition Loan, and no lender shall have
                  recourse against Trust assets other than any Financed Shares
                  remaining subject to pledge. The Acquisition Loan must provide
                  for a transfer of Trust assets to the lender on default only
                  upon and to the extent of the failure of the Trust to meet the
                  payment schedule of the Acquisition Loan.

            (c)   Any pledge of Financed Shares must provide for the release of
                  the shares so pledged as payments on the Acquisition Loan are
                  made by the Trustee and such Financed Shares are allocated to
                  Participants' Accounts under Subsection 18.5.

      18.3  Acquisition Loan Payments

            (a)   Payments of principal and/or interest on any Acquisition Loan
                  shall be made by the Trustee, as directed by the
                  Administrator, from Employer Contributions as described in
                  Section 5 paid in cash to enable the trust to repay such
                  Acquisition Loan, from earnings attributable to such while
                  held in the Loan Suspense Account and from any cash dividends
                  received by the Trust on unallocated Financed Shares
                  attributable to such Acquisition Loan. The payments made with
                  respect to an Acquisition Loan for a Plan Year must not exceed
                  the sum of the Employer Contributions, earnings and dividends
                  described


                                     - 70 -
<PAGE>
                  in the preceding sentence, for that Plan Year and prior Plan
                  Years, less the amount of such payments for prior Plan Years.

            (b)   If the Company (or an Employer) is the lender with respect to
                  an Acquisition Loan, Employer Contributions as described in
                  Section 5 may be paid in the form of cancellation of
                  indebtedness under the Acquisition Loan. If the Company (or an
                  Employer) is not the lender with respect to an Acquisition
                  Loan, the Company (or an Employer) may elect to make payments
                  on the Acquisition Loan directly to the lender and to treat
                  such payments as Employer Contributions as described in
                  Section 5.

            (c)   If the Trustee is unable to make payments of principal and/or
                  interest on an Acquisition Loan when due from the sources of
                  funds described in the preceding paragraphs, the
                  Administrator, with the approval of the Company's board of
                  directors, may direct the Trustee either to sell any
                  unallocated Financed Shares or to obtain a new Acquisition
                  Loan in an amount sufficient to make such payments.

            (d)   Notwithstanding the other provisions of this Subsection 18.3,
                  the Administrator may direct the Trustee to apply the proceeds
                  from the sale of unallocated Financed Shares to repay the
                  Acquisition Loan incurred to finance the purchase of such
                  Financed Shares in the event of the sale of the Company or the
                  termination of the Plan or if the Plan ceases to be an
                  employee stock ownership plan under Code Section 4975(e)(7).

      18.4  Employer Contributions

            Employer Contributions shall be paid by the Employer in such amounts
            no less than sufficient to make all payments of principal and
            interest which are required during the Plan Year in accordance with
            the terms of the Acquisition Loan, net of earnings attributable to
            Employer Contributions while held in the Loan Suspense Account and
            from any cash dividends received by the Trust on unallocated
            Financed Shares attributable to such Acquisition Loan and used to
            repay such Acquisition Loan. Employer Contributions shall be paid by
            the Employer no later than at such times and in such amounts
            necessary to make all payments of principal and interest which are
            required during the Plan Year in accordance with the terms of the
            Acquisition Loan.

      18.5  Allocation of Financed Shares

            Financed Shares shall initially be credited to the Loan Suspense
            Account. The Financed Shares will be allocated to the Accounts of
            Participants as Employer Contributions described in Section 5 only
            as payments on the Acquisition Loan are made by the Trustee and as
            soon as practicable thereafter in accordance with the frequency
            described for such Employer


                                     - 71 -
<PAGE>
            Contributions. The number of Financed Shares to be released from the
            Loan Suspense Account for allocation to Participants' Accounts shall
            be determined by the Administrator or the Trustee, if authorized by
            the Administrator and agreed to by the Trustee, each time a payment
            is made as follows:

            (a)   Principal/Interest Method. The number of Financed Shares held
                  in the Loan Suspense Account immediately before the release
                  for the current payment shall be multiplied by a fraction. The
                  numerator of the fraction shall be the amount of principal
                  and/or interest paid on the Acquisition Loan for the current
                  payment. The denominator of the fraction shall be the sum of
                  the numerator plus the total payments of principal and
                  interest on that Acquisition Loan to be paid for all future
                  payments. The number of future payments must be definitely
                  ascertainable and must be determined without taking into
                  account any possible extension or renewal period. For this
                  purpose, the interest to be paid in future payments is to be
                  computed by using the interest rate in effect for the current
                  payment.

            (b)   Principal-Only Method. The number of Financed Shares held in
                  the Loan Suspense Account immediately before the release for
                  the current payment shall be multiplied by a fraction. The
                  numerator of the fraction shall be the amount of principal
                  paid on the Acquisition Loan for the current payment. The
                  denominator of the fraction shall be the sum of the numerator
                  plus the total payments of principal on that Acquisition Loan
                  to be paid for all future payments. The number of future
                  payments must be definitely ascertainable and must be
                  determined without taking into account any possible extension
                  or renewal period. This method may be used only to the extent
                  that:

                  (1)   The Acquisition Loan provides for annual payments of
                        principal and interest at a cumulative rate that is not
                        less rapid at any time than level annual payments of
                        such amounts for ten years;

                  (2)   Interest included in any payment on the Acquisition Loan
                        is determined to be interest under standard loan
                        amortization tables; and

                  (3)   The entire duration of the Acquisition Loan repayment
                        period does not exceed ten years, even in the event of a
                        renewal, extension or refinancing of the Acquisition
                        Loan.

      18.6  Net Income or Loss and Dividends

            The determination of the net income or loss of the Trust shall not
            take into account any interest paid by the Trust under an
            Acquisition Loan. Any cash


                                     - 72 -
<PAGE>
            dividends received on any Financed Shares credited to the Loan
            Suspense Account shall be included in the computation of the net
            income or loss of the Trust. Any stock dividends received on
            Financed Shares in the Loan Suspense Account shall be credited to
            the Loan Suspense Account.

      18.7  Accounting for Transactions

            With regard to an Acquisition Loan, the Administrator or the
            Trustee, if authorized by the Administrator and agreed to by the
            Trustee, shall establish accounting procedures to account for (1)
            Financed Shares attributable to such Acquisition Loan, (2) Employer
            Contributions as described in Section 5 paid in cash or in the form
            of cancellation of indebtedness to enable the trust to repay such
            Acquisition Loan, (3) earnings attributable to Employer
            Contributions described in (2) and used to repay such Acquisition
            Loan and (4) any cash dividends received by the Trust on unallocated
            Financed Shares attributable to such Acquisition Loan and used to
            repay such Acquisition Loan.

      18.8  Allocation Limitation

            Any Employer Contributions described in Section 5 which are used by
            the Trust (not later than the Employer's federal tax filing date,
            including extensions, for deducting such Contribution) to pay
            interest on an Acquisition Loan and any Financed Shares which are
            allocated as forfeitures shall not be included as Annual Additions
            under Subsection 14.1; provided, however, that the provisions of
            this Subsection 18.8 shall be applicable for any Plan Year only if
            not more than one-third of the Employer Contributions described in
            Section 5 applied to pay principal and/or interest on an Acquisition
            Loan are allocated to Participants who are Highly Compensated
            Employees.

      18.9  Forfeitures

            If an Employer Contribution Account subject to vesting consists of
            Company Stock representing Financed Shares, the Company Stock
            representing Financed Shares shall be forfeited under Subsection 9.4
            only after all other Company Stock held in such Account has been
            forfeited.

      18.10 Restrictions

            Except as provided in Subsection 20.6, Financed Shares held or
            distributed by the Trust may be subject to a put, call or other
            option, or buy-sell or similar arrangement even if the Plan is not
            then an employee stock ownership plan under Section 4975(e)(7) of
            the Code.


                                     - 73 -
<PAGE>
19    TRUST ADMINISTRATION

      19.1  Trustee to Construe Trust

            The Trustee shall have the discretionary authority to construe
            reasonably those provisions of this Plan and Trust which relate to
            the Trustee and to do all things necessary or convenient to the
            administration of the Trust, whether or not such powers are
            specifically set forth in this Plan and Trust. Actions taken in good
            faith by the Trustee shall be conclusive and binding on all
            interested parties, and shall be given the maximum possible
            deference allowed by law.

      19.2  Trustee To Act As Owner of Trust Assets

            Subject to the specific conditions and limitations set forth in this
            Plan and Trust, the Trustee shall have all the power, authority,
            rights and privileges of an absolute owner of the Trust assets and,
            not in limitation but in amplification of the foregoing, may:

            (a)   Receive, hold, manage, invest and reinvest, sell, tender,
                  exchange, dispose of, encumber, hypothecate, pledge, mortgage,
                  lease, grant options respecting, repair, alter, insure, or
                  distribute any and all property in the Trust;

            (b)   Borrow money, participate in reorganizations, pay calls and
                  assessments, vote or execute proxies, exercise subscription or
                  conversion privileges, exercise options and register any
                  securities in the Trust in the name of the nominee, in federal
                  book entry form or in any other form as will permit title
                  thereto to pass by delivery;

            (c)   Renew, extend the due date, compromise, arbitrate, adjust,
                  settle, enforce or foreclose, by judicial proceedings or
                  otherwise, or defend against the same, any obligations or
                  claims in favor of or against the Trust; and

            (d)   Lend, through a collective investment fund, any securities
                  held in such collective investment fund to brokers, dealers or
                  other borrowers and to permit such securities to be
                  transferred into the name and custody and be voted by the
                  borrower or others.

      19.3  United States Indicia of Ownership

            The Trustee shall not maintain the indicia of ownership of any Trust
            assets outside the jurisdiction of the United States, except as
            authorized by ERISA Section 404(b).


                                     - 74 -
<PAGE>
      19.4  Tax Withholding and Payment

            (a)   Withholding. The Trustee shall calculate and withhold federal
                  (and, if applicable, state) income taxes with regard to any
                  Eligible Rollover Distribution that is not paid as a Direct
                  Rollover in accordance with the Participant's withholding
                  election or as required by law if no election is made or the
                  election is less than the amount required by law. With regard
                  to any taxable distribution that is not an Eligible Rollover
                  Distribution, the Trustee shall calculate and withhold federal
                  (and, if applicable, state) income taxes in accordance with
                  the Participant's withholding election or as required by law
                  if no election is made.

            (b)   Taxes Due From Investment Funds. The Trustee shall pay from
                  the Investment Fund any taxes or assessments imposed !,by any
                  taxing or governmental authority on such Fund or its income,
                  including related interest and penalties.

      19.5  Trust Accounting

            (a)   Annual Report. Within 60 days (or other reasonable period)
                  following the close of the Plan Year, the Trustee shall
                  provide the Administrator with an annual accounting of Trust
                  assets and information to assist the Administrator in meeting
                  ERISA's annual reporting and audit requirements.

            (b)   Periodic Reports. The Trustee shall maintain records and
                  provide sufficient reporting to allow the Administrator to
                  properly monitor the Trust's assets and activity.

            (c)   Administrator Approval. Approval of any Trustee accounting
                  will automatically occur 90 days after such accounting has
                  been received by the Administrator, unless the Administrator
                  files a written objection with the Trustee within such time
                  period. Such approval shall be final as to all matters and
                  transactions stated or shown therein and binding upon the
                  Administrator.

      19.6  Valuation of Certain Assets

            If the Trustee determines the Trust holds any asset which is not
            readily tradable and listed on a national securities exchange
            registered under the Securities Exchange Act of 1934, as amended,
            the Trustee may engage a qualified independent appraiser to
            determine the fair market value of such property, and the appraisal
            fees shall be paid from the Investment Fund containing the asset.



                                     - 75 -
<PAGE>
      19.7  Legal Counsel

            The Trustee may consult with legal counsel of its choice, including
            counsel for the Employer or counsel of the Trustee, upon any
            question or matter arising under this Plan and Trust. When relied
            upon by the Trustee, the opinion of such counsel shall be evidence
            that the Trustee has acted in good faith.

      19.8  Fees and Expenses

            The Trustee's fees for its services as Trustee shall be such as may
            be mutually agreed upon by the Company and the Trustee. Trustee fees
            and all reasonable expenses of counsel and advisors retained by the
            Trustee shall be paid in accordance with Section 6.

      19.9  Trustee Duties and Limitations

            (a)   In addition to the duties described in this Section 19, unless
                  otherwise agreed to by the Trustee, the Trustee's duties shall
                  be confined to construing the terms of the Plan and Trust as
                  they relate to the Trustee, receiving funds on behalf of and
                  making payments from the Trust, safeguarding and valuing Trust
                  assets, and investing and reinvesting Trust assets in the
                  Investment Funds and shares Company Stock as directed by the
                  Administrator or Participants.

            (b)   The Trustee shall have no duty or authority to ascertain
                  whether Contributions are in compliance with the Plan, to
                  enforce collection or to compute or verify the accuracy or
                  adequacy of any amount to be paid to it by the Employer. The
                  Trustee shall not be liable for the proper application of any
                  part of the Trust with respect to any disbursement made at the
                  direction of the Administrator.

      19.10 Applicability of T. Rowe Price Trust Agreement and North Star Trust
            Agreement

            Effective May 1, 2000 the assets of the Plan held pursuant to the
            North Star Trust Agreement shall be subject to the provisions of
            said agreement in addition to the provisions of the Plan, and in the
            event of any conflict between the provisions of the Plan and the
            provisions of the North Star Trust Agreement as to such assets, the
            provisions of the North Star Trust Agreement shall be controlling.
            Effective May 1, 2000 the assets of the Plan held pursuant to the T.
            Rowe Price Trust Agreement shall be subject to the provisions of
            said agreement in addition to the provisions of the Plan, and in the
            event of any conflict between the provisions of the Plan and the
            provisions of the T. Rowe Price Trust Agreement as to such assets,
            the provisions of the T. Rowe Price Trust Agreement shall be
            controlling; provided, further, that with respect to T. Rowe Price
            Trust Company, no


                                     - 76 -
<PAGE>
            provision of the Plan shall be construed so as to provide in T. Rowe
            Price Trust Company any discretionary power, function or
            responsibility, nor shall any provision of the Plan be construed in
            a manner which would deem T. Rowe Price Trust Company to be other
            than a directed trustee pursuant to the provisions of Section
            403(a)(1) of ERISA.





                                     - 77 -
<PAGE>
20    RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION

      20.1  Plan Does Not Affect Employment Rights

            The Plan does not provide any employment rights to any Employee. The
            Employer expressly reserves the right to discharge an Employee at
            any time, with or without cause, without regard to the effect such
            discharge would have upon the Employee's interest in the Plan.

      20.2  Limited Return of Contributions

            (a)   Except as otherwise provided in this Subsection 20.2, (1) Plan
                  assets shall not revert to the Employer nor be diverted for
                  any purpose other than the exclusive benefit of Participants
                  or their Beneficiaries; and (2) a Participant's vested
                  interest shall not be subject to divestment. As provided in
                  ERISA Section 403(c)(2), the actual amount of a Contribution,
                  or a portion thereof, made by the Employer (or the current
                  value of the Contribution, or a portion thereof, if a net loss
                  has occurred) may revert to the Employer if:

                  (1)   Such Contribution is made by reason of a mistake of
                        fact; or

                  (2)   Such Contribution is not deductible under Code Section
                        404 (such Contributions being hereby conditioned upon
                        such deductibility) in the taxable year of the Employer
                        for which the Contribution is made.

            (b)   The maximum amount that may revert to the Employer in the case
                  of Subsections 20.2(a)(1) or (2) is the excess of the amount
                  contributed, over as relevant, the amount that would have been
                  contributed had no mistake of fact occurred or the amount that
                  would have been contributed had the Contribution been limited
                  to the amount that is determined to be deductible. Earnings
                  attributable to such amount may not be returned to the
                  Employer, but losses attributable to such amount must reduce
                  the amount to be returned to the Employer. Furthermore, if the
                  withdrawal of the amount attributable to the mistaken or
                  nondeductible Contribution would cause a Participant's Account
                  balance to be reduced to less than what his or her Account
                  balance would have been had the mistaken or nondeductible
                  amount not been contributed, then the amount to be returned to
                  the Employer must be limited so as to avoid such reduction.

            (c)   The maximum amount that may revert to the Employer in the case
                  of Subsection 20.2(a)(2) is all Plan assets attributable to
                  Contributions made by the Employer.



                                     - 78 -
<PAGE>
            (d)   The reversion to the Employer must be made (if at all) within
                  one year of the mistaken payment of the Contribution, the date
                  of denial of qualification, or the date of disallowance of
                  deduction, as the case may be. A Participant shall have no
                  rights under the Plan with respect to any such reversion.

      20.3  Assignment and Alienation

            (a)   As provided by Code Section 401(a)(13) and to the extent not
                  otherwise required by law, no benefit provided by the Plan may
                  be anticipated, assigned or alienated, except:

                  (1)   To create, assign or recognize a right to any benefit
                        with respect to a Participant pursuant to a QDRO; or

                  (2)   To use a Participant's vested Account balance as
                        security for a loan from the Plan which is permitted
                        pursuant to Code Section 4975.

            (b)   The prohibition on anticipation, assignment and alienation in
                  Subsection 20.3(a) shall not apply to any offset of a
                  Participant's benefits provided under the Plan against an
                  amount that he is ordered or required to pay to the Plan if:

                  (1)   The order or requirement to pay arises (i) under a
                        judgment of conviction for a crime involving the Plan;
                        (ii) under a civil judgment (including a consent order
                        or decree) entered by a court in an action brought in
                        connection with a violation (or alleged violation) of
                        Part 4 of Subtitle B of Title I of ERISA; or (iii)
                        pursuant to a settlement agreement between the Secretary
                        of Labor and such Participant, or a settlement agreement
                        between the Pension Benefit Guaranty Corporation and
                        such Participant, in connection with a violation (or
                        alleged violation) of Part 4 of such subtitle by a
                        fiduciary or any other person;

                  (2)   Such judgment, order, decree, or settlement agreement
                        expressly provides for the offset of all or part of the
                        amount ordered or required to be paid to the Plan
                        against such Participant's benefits provided under the
                        Plan; and

                  (3)   In a case in which the survivor annuity requirements of
                        Code Section 401(a)(11) apply with respect to
                        distributions from the Plan to such Participant, if such
                        Participant has a spouse at the time at which such
                        offset is to be made, (i) either such spouse has
                        consented in writing to such offset and such consent is
                        witnessed by a notary public or representative of the
                        Plan [or it is established to the satisfaction of a Plan
                        representative that


                                     - 79 -
<PAGE>
                        such consent may not be obtained by reason of
                        circumstances described in Code Section 417(a)(2)(B)],
                        or an election to waive the right of such spouse to
                        either a "qualified joint and survivor annuity" [within
                        the meaning of Code Section 417(b)] or a "qualified
                        preretirement survivor annuity" [within the meaning of
                        Code Section 417(c)] is in effect in accordance with the
                        requirements of Code Section 417(a); (ii) such spouse is
                        ordered or required in such judgment, order, decree or
                        settlement to pay an amount to the Plan in connection
                        with a violation of Part 4 of such subtitle; or (iii) in
                        such judgment, order, decree, or settlement, such spouse
                        retains the right to receive the survivor annuity under
                        such a qualified joint and survivor annuity provided
                        pursuant to Code Section 401(a)(11)(A)(i) and under such
                        a qualified preretirement survivor annuity provided
                        pursuant to Code Section 401(a)(11)(A)(ii), determined
                        in accordance with Code Section 401(a)(13)(D).

                  This Subsection 20.3(b) shall apply to judgments, orders and
                  decrees issued, and settlement agreements entered into, on or
                  after August 5, 1997.

      20.4  Facility of Payment

            If a Plan benefit is due to be paid to a minor or if the
            Administrator reasonably believes that any payee is legally
            incapable of giving a valid receipt and discharge for any payment
            due him or her, the Administrator shall have the payment of the
            benefit, or any part thereof, made to the person (or persons or
            institution) whom it reasonably believes is caring for or supporting
            the payee, unless it has received due notice of claim therefor from
            a duly appointed guardian or conservator of the payee. Any payment
            shall to the extent thereof, be a complete discharge of any
            liability under the Plan to the payee.

      20.5  Reallocation of Lost Participant's Accounts

            If the Administrator cannot locate a person entitled to payment of a
            Plan benefit after a reasonable search, the Administrator may at any
            time thereafter treat such person's Account as forfeited and
            allocate such amount as Contributions as described in Section 5 as
            soon as is administratively feasible or as otherwise provided in
            Section 9. If such person subsequently presents the Administrator
            with a valid claim for the benefit, such person shall be paid the
            amount treated as forfeited, plus the interest that would have been
            earned in the Sweep Account to the date of determination. The
            Administrator shall pay the amount through an additional Employer
            Contribution or direct the Trustee to pay the amount from the
            Forfeiture Account.



                                     - 80 -
<PAGE>
      20.6  Put Options

            (a)   In the event that a Participant receives a distribution of
                  Company Stock as provided in Section 12 that is not readily
                  tradeable on an established market at the time of receipt, he
                  or she shall have the option to sell the Company Stock to the
                  Company at any time during two option periods at the then Fair
                  Market Value of the Company Stock by written notice to the
                  Company. The first option period shall commence at the time
                  the Company Stock is distributed and shall extend for 60 days
                  thereafter. The second option period shall commence the later
                  of the date six months after the expiration of the first
                  option period or the first day of the Plan Year following the
                  Plan Year in which the first option period expired and shall
                  extend for 60 days thereafter.

            (b)   Payment for Company Stock distributed as all or part of a
                  single lump sum distribution shall commence no later than 30
                  days after the exercise of the put option and at the option of
                  the Company may be made in a single lump sum or in
                  substantially equal annual installments over a period not to
                  exceed 5 years. The Company shall provide adequate security
                  and pay reasonable interest on any unpaid amounts as
                  determined by the Administrator. Payment for Company Stock
                  distributed as all or part of an installment distribution
                  shall be made in a single lump sum no later than 30 days after
                  the exercise of the put option for each installment
                  distribution.

      20.7  Claims Procedure

            (a)   Right to Make Claim. An interested party who disagrees with
                  the Administrator's determination of his or her right to Plan
                  benefits must submit a written claim and exhaust this claim
                  procedure before legal recourse of any type is sought. The
                  claim must include the important issues the interested party
                  believes support the claim. The Administrator, pursuant to the
                  authority provided in this Plan, shall either approve or deny
                  the claim.

            (b)   Process for Denying a Claim. The Administrator's partial or
                  complete denial of an initial claim must include an
                  understandable, written response covering (1) the specific
                  reasons why the claim is being denied (with reference to the
                  pertinent Plan provisions) and (2) the steps necessary to
                  perfect the claim and obtain a final review.

            (c)   Appeal of Denial and Final Review. The interested party may
                  make a written appeal of the Administrator's initial decision,
                  and the Administrator shall respond in the same manner and
                  form as prescribed for denying a claim initially.



                                     - 81 -
<PAGE>
            (d)   Time Frame. The initial claim, its review, appeal and final
                  review shall be made in a timely fashion, subject to the
                  following timetable:

<TABLE>
<CAPTION>
                                                                 Days to Respond
                        Action                                   From Last Action
<S>                                                              <C>

                  Administrator determines benefit                     NA

                  Interested party files initial request               60 days

                  Administrator's initial decision                     90 days

                  Interested party requests final review               60 days

                  Administrator's final decision                       60 days
</TABLE>

                  However, the Administrator may take up to twice the maximum
                  response time for its initial and final review if it provides
                  an explanation within the normal period of why an extension is
                  needed and when its decision will be forthcoming.

      20.8  Construction

            Headings are included for reading convenience. The text shall
            control if any ambiguity or inconsistency exists between the
            headings and the text. The singular and plural shall be interchanged
            wherever appropriate. References to Participant shall include
            Beneficiary when appropriate and even if not otherwise already
            expressly stated.

      20.9  Jurisdiction and Severability

            The Plan and Trust shall be construed, regulated and administered
            under ERISA and other applicable federal laws and, where not
            otherwise preempted, by the laws of the State of California.
            Effective January 1, 1998, the preceding sentence shall read as
            follows: "The Plan and Trust shall be construed, regulated and
            administered under ERISA and other applicable federal laws and,
            where not otherwise preempted, by the laws of the State of New
            Jersey." Effective May 1, 2000, the Plan and Trust shall be
            construed, regulated and administered under ERISA and other
            applicable federal laws and, where not otherwise preempted, by the
            laws of the State of California. If any provision of this Plan and
            Trust shall become invalid or unenforceable, that fact shall not
            affect the validity or enforceability of any other provision of this
            Plan and Trust. All provisions of this Plan and Trust shall be so
            construed as to render them valid and enforceable in accordance with
            their intent.



                                     - 82 -
<PAGE>
      20.10 Indemnification by Employer

            The Employers hereby agree to indemnify all Plan fiduciaries against
            any and all liabilities resulting from any action or inaction,
            (including a Plan termination in which the Company fails to apply
            for a favorable determination from the Internal Revenue Service with
            respect to the qualification of the Plan upon its termination), in
            relation to the Plan or Trust (1) including (without limitation)
            expenses reasonably incurred in the defense of any claim relating to
            the Plan or its assets, and amounts paid in any settlement relating
            to the Plan or its assets, but (2) excluding liability resulting
            from actions or inactions made in bad faith, or resulting from the
            negligence or willful misconduct of the Trustee. The Company shall
            have the right, but not the obligation, to conduct the defense of
            any action to which this Subsection 20.10 applies. The Plan
            fiduciaries are not entitled to indemnity from the Plan assets
            relating to any such action.





                                     - 83 -
<PAGE>
21    AMENDMENT, MERGER, DIVESTITURES AND TERMINATION

      21.1  Amendment

            The Company reserves the right to amend this Plan and Trust at any
            time, to any extent and in any manner it may deem necessary or
            appropriate. The Company (and not the Trustee) shall be responsible
            for adopting any amendments necessary to maintain the qualified
            status of this Plan and Trust under Code Sections 401(a) and 501(a).
            The Committee, acting in accordance with Subsection 16.6, shall have
            the authority to adopt Plan and Trust amendments which have no
            substantial adverse financial impact upon any Employer or the Plan.
            All interested parties shall be bound by any amendment, provided
            that no amendment shall:

            (a)   Become effective unless it has been adopted in accordance with
                  the procedures set forth in Subsection 21.5;

            (b)   Except to the extent permissible under ERISA and the Code,
                  make it possible for any portion of the Trust assets to revert
                  to an Employer or to be used for, or diverted to, any purpose
                  other than for the exclusive benefit of Participants and
                  Beneficiaries entitled to Plan benefits and to defray
                  reasonable expenses of administering the Plan;

            (c)   Decrease the rights of any Employee to benefits accrued
                  (including the elimination of optional forms of benefits) to
                  the date on which the amendment is adopted, or if later, the
                  date upon which the amendment becomes effective, except to the
                  extent permitted under ERISA and the Code; nor

            (d)   Permit an Employee to be paid the balance of his or her Fund
                  Deferrals Account and Syncor Stock Deferrals Account unless
                  the payment would otherwise be permitted under Code Section
                  401(k).

      21.2  Merger

            This Plan and Trust may not be merged or consolidated with, nor may
            its assets or liabilities be transferred to, another plan unless
            each Participant and Beneficiary would, if the resulting plan were
            then terminated, receive a benefit just after the merger,
            consolidation or transfer which is at least equal to the benefit
            which would be received if either plan had terminated just before
            such event.

      21.2A Merger with Lafayette Plan

            The Lafayette Plan shall be merged into this Plan as of the
            Lafayette Plan Merger Date. In connection with such merger, and
            effective as of the Lafayette Plan Merger Date:


                                     - 84 -
<PAGE>
            (a)   All of the assets and liabilities of the Lafayette Plan shall
                  be deemed to be assets and liabilities of this Plan.

            (b)   Each Lafayette Plan Participant's benefits in the Lafayette
                  Plan shall be credited to his Lafayette Deferrals Account,
                  Lafayette Matching Account and Lafayette Rollover Account, as
                  the case may be.

            (c)   A Lafayette Plan Participant shall always be 100% vested in
                  his Lafayette Deferrals Account and Lafayette Rollover
                  Account, and shall be vested in his Lafayette Matching Account
                  in accordance with Subsection 9.2 as if such account was a
                  Syncor Match/Bonus Account.

            (d)   A Lafayette Plan Participant's Lafayette Deferrals Account,
                  Lafayette Matching Account and Lafayette Rollover Account
                  shall be considered Directed Investment Accounts subject to
                  the provisions of Section 7.

            (e)   Loans made to a Lafayette Plan Participant from the Lafayette
                  Plan shall be repaid to this Plan in accordance with their
                  respective terms and payments on such loans shall be credited
                  as follows:

                  (1)   To such Participant's Lafayette Deferrals Account to the
                        extent such loans were made from his or her account in
                        the Lafayette Plan attributable to his or her salary
                        reduction contributions under Code Section 401(k);

                  (2)   To such Participant's Lafayette Matching Account to the
                        extent such loans were made from his or her account in
                        the Lafayette Plan attributable to employer matching
                        contributions on his or her behalf.

                  (3)   To such Participant's Lafayette Rollover Account to the
                        extent such loans were made from his or her account in
                        the Lafayette Plan attributable to rollover
                        contributions on his or her behalf.

            (f)   At such time as a Lafayette Plan Participant shall have
                  attained age 59-1/2, the Committee shall, at the election of
                  such Lafayette Plan Participant, direct the Trustee to
                  distribute all or a portion of the amounts credited to his or
                  her Lafayette Deferrals Account, Lafayette Matching Account
                  and Lafayette Rollover Account, but no such distribution shall
                  be made from any such Account prior to the time he or she is
                  100% vested in such Account.

            (g)   In the event a Lafayette Plan Participant is entitled to a
                  distribution of his or her Lafayette Deferrals Account,
                  Lafayette Matching Account or Lafayette Rollover Account,
                  payment may be made in accordance with Subsection 12.3 or in
                  monthly, quarterly, semiannual or annual


                                     - 85 -
<PAGE>
                  cash installments over a period certain (with no life
                  contingencies) not extending beyond the life expectancy of
                  such Lafayette Plan Participant (or the life expectancy of
                  such Lafayette Plan Participant and his or her designated
                  Beneficiary). In order to provide such installment payments,
                  the Committee may (1) segregate the aggregate amount thereof
                  in a separate, federally insured savings account, certificate
                  of deposit in a bank or savings and loan association, money
                  market certificate or other liquid short-term security; or (2)
                  purchase a nontransferable annuity contract for a term certain
                  (with no life contingencies) providing for such payment. This
                  Subsection 21.2A(g) shall not apply as to distributions to a
                  Lafayette Plan Participant beginning on or after the 90th day
                  after the Committee has furnished such Lafayette Plan
                  Participant with a summary reflecting this Subsection 21.2A
                  and which satisfies the requirements of 29 C.F.R. Section
                  2520.104b-3. As of the date this Subsection 21.2A(g) shall not
                  apply as to distributions to a Lafayette Plan Participant, the
                  balance in his or her Lafayette Deferrals Account shall be
                  transferred to his or her Fund Deferrals Account and the
                  balance in his or her Lafayette Rollover Account shall be
                  transferred to his or her Rollover Account.

            (h)   A Lafayette Plan Participant's Lafayette Deferrals Account and
                  Lafayette Rollover Account shall be considered as if they were
                  a Fund Deferrals Account and a Rollover Account, respectively,
                  for purposes of Subsections 10.5 and 11.7.

            (i)   Any Beneficiary designation made by a Lafayette Plan
                  Participant prior to the Lafayette Plan Merger Date shall be
                  honored under this Plan, as to all benefits payable on account
                  of his or her death, provided that:

                  (1)   Such designation satisfies the Spousal Consent
                        requirements of this Plan if the primary designated
                        Beneficiary is other than such Lafayette Plan
                        Participant's spouse; and

                  (2)   Such designation has been delivered to the Committee
                        prior to such Participant's death.

                  Subsection 12.11 shall apply to all benefits payable on
                  account of the death of a Lafayette Plan Participant if no
                  proper Beneficiary designation is inn effect at the time of
                  his or her death, or if any Beneficiary designated by such
                  Lafayette Plan Participant is not in existence at the time of
                  his or her death.

      21.3  Divestitures

            (a)   In the event of a sale by an Employer which is a corporation
                  of: (1) substantially all of the Employer's assets used in a
                  trade or business


                                     - 86 -
<PAGE>
                  to an unrelated corporation, or (2) a sale of such Employer's
                  interest in a subsidiary to an unrelated entity or individual,
                  lump sum distributions shall be permitted from the Plan,
                  except as provided below, to Participants with respect to
                  Employees who continue employment with the corporation
                  acquiring such assets or who continue employment with such
                  subsidiary, as applicable.

            (b)   Notwithstanding Subsection 21.3(a), distributions shall not be
                  permitted if the purchaser agrees, in connection with the
                  sale, to be substituted as the Company as the sponsor of the
                  Plan or to accept a transfer of the assets and liabilities
                  representing the Participants' benefits into a plan of the
                  purchaser or a plan to be established by the purchaser.

      21.4  Plan Termination

            The Company may, at any time and for any reason, terminate the Plan
            in accordance with the procedures set forth in Subsection 21.5, or
            completely discontinue contributions. Upon either of these events,
            or in the event of a partial termination of the Plan within the
            meaning of Code Section 411 (d)(3), the Accounts of each affected
            Employee who has not yet incurred a Break in Service shall be fully
            vested. If no successor plan is established or maintained, lump sum
            distributions will be made in accordance with the terms of the Plan
            as in effect at the time of the Plan's termination or as thereafter
            amended provided that a post-termination amendment will not be
            effective to the extent that it violates Subsection 21.1 unless it
            is required in order to maintain the qualified status of the Plan
            upon its termination. The Trustee's and Employer's authority shall
            continue beyond the Plan's termination date until all Trust assets
            have been liquidated and distributed.

      21.5  Amendment and Termination Procedures

            The following procedural requirements shall govern the adoption of
            any amendment or termination (a "Change") of the Plan:

            (a)   The Company may adopt any Change by action of its board of
                  directors in accordance with its normal procedures.

            (b)   The Committee, acting as Administrator in accordance with
                  Subsection 16.6, may adopt any amendment within the scope of
                  its authority provided under Subsection 21.1 and in the manner
                  specified in Subsection 16.7(a).

            (c)   Any Change must be (1) set forth in writing, and (2) signed
                  and dated by an executive officer of the Company or, in the
                  case of an amendment adopted by the Committee, at least one of
                  its members.



                                     - 87 -
<PAGE>
            (d)   If the effective date of any Change is not specified in the
                  document setting forth the Change, it shall be effective as of
                  the date it is signed by the last person whose signature is
                  required under Subsection 21.5(c)(2), except to the extent
                  that another effective date is necessary to maintain the
                  qualified status of the Plan under Code Sections 401(a) and
                  501(a).

            (e)   No Change which affects the duties or responsibilities of the
                  Trustee shall become effective until it is accepted and signed
                  by the Trustee (which acceptance shall not unreasonably be
                  withheld).

      21.6  Termination of Employer's Participation

            Any Employer may, at any time and for any reason, terminate its Plan
            participation by action of its board of directors in accordance with
            its normal procedures. Written notice of such action shall be signed
            and dated by an executive officer of the Employer and delivered to
            the Committee. If the effective date of such action is not
            specified, it shall be effective on, or as soon as reasonably
            practicable, after the date of delivery. Upon the Employer's
            request, the Committee may instruct the Trustee to spin off all
            affected Accounts and underlying assets into a separate qualified
            plan under which the Employer shall assume the powers and duties of
            the Company. Alternatively, the Company may treat the event as a
            partial termination for purposes of Subsection 21.4 or it may
            continue to maintain the Accounts under the Plan.

      21.7  Replacement of Trustee

            The Trustee may resign as Trustee under this Plan and Trust or may
            be removed by the Company at any time upon at least 90 days' written
            notice (or a lesser period, if agreed to by both parties). In such
            event, the Company shall appoint a successor trustee by the end of
            the notice period. The successor trustee shall then succeed to all
            the powers and duties of the Trustee under this Plan and Trust. If
            no successor trustee has been named by the end of the notice period,
            the Company's chief executive officer shall become the trustee, or
            if he or she declines, the Trustee may petition the court for the
            appointment of a successor trustee.

      21.8  Final Settlement and Accounting of Trustee

            (a)   Final Settlement. As soon as is administratively feasible
                  after its resignation or removal as Trustee, the Trustee shall
                  transfer to the successor trustee all property currently held
                  by the Trust. However, the Trustee is authorized to reserve
                  such sum of money as it may deem advisable for payment of its
                  accounts and expenses in connection with the settlement of its
                  accounts or other fees or expenses payable by the Trust upon
                  presentation of written estimates


                                     - 88 -
<PAGE>
                  of such fees and expenses to the Administrator. Any balance
                  remaining after payment of such fees and expenses shall then
                  be paid to the successor trustee as soon as is
                  administratively feasible.

            (b)   Final Accounting. The Trustee shall provide a final accounting
                  to the Administrator within 90 days of the date Trust assets
                  are transferred to the successor trustee.

            (c)   Administrator Approval. Approval of the final accounting will
                  automatically occur 90 days after such accounting has been
                  received by the Administrator, unless the Administrator files
                  a written objection with the Trustee within such time period.
                  Such approval shall be final as to all matters and
                  transactions stated or shown therein and binding upon the
                  Administrator.



                                     - 89 -
<PAGE>
                             AMENDMENT NO. 1 TO THE
            2002 RESTATEMENT OF THE SYNCOR INTERNATIONAL CORPORATION
                   EMPLOYEES' SAVINGS AND STOCK OWNERSHIP PLAN

      WHEREAS, Syncor International Corporation (the "Company") approved and
adopted the Syncor International Corporation Employees' Savings and Stock
Ownership Plan, originally effective July 31, 1986 and most recently restated on
February 25, 2002 effective January 1, 1997 (the "Plan"); and

      WHEREAS, Subsections 21.1 and 21.5(b) of the Plan provide that the
Committee under the Plan may adopt amendments to the Plan which have no
substantial adverse financial impact on any employer thereunder or on the Plan;
and

      WHEREAS, the Committee has determined that the amendment set forth below
does not have any substantial adverse financial impact on any employer under the
Plan or on the Plan.

      NOW, THEREFORE, the Plan is hereby amended effective as of January 1, 2002
by deleting Subsection 5.2(c)(1) thereof and substituting the following in its
place:

            (1)   If there is an Acquisition Loan outstanding, the Employer
                  shall make each half of the Plan Year's Syncor Match
                  Contributions through the allocation of Financed Shares from
                  the Loan Suspense Account as set forth in Section 18. If there
                  is no Acquisition Loan outstanding, the Employer shall make
                  each half of the Plan Year's Syncor Match Contributions by
                  contributing shares of Company Stock directly to the Plan or
                  by contributing cash to the Plan to enable it to purchase
                  shares of Company Stock on the open market.

      Dated as of this 30th day of October, 2002.

                                          COMMITTEE UNDER SYNCOR
                                            INTERNATIONAL CORPORATION
                                            EMPLOYEES' SAVINGS AND
                                            STOCK OWNERSHIP PLAN



                                          By /s/ Sheila H. Coop
                                             ---------------------------------
                                                 Sheila H. Coop, Member
<PAGE>
                             AMENDMENT NO. 2 TO THE
            2002 RESTATEMENT OF THE SYNCOR INTERNATIONAL CORPORATION
                   EMPLOYEES' SAVINGS AND STOCK OWNERSHIP PLAN

      WHEREAS, Syncor International Corporation (the "Company") approved and
adopted the Syncor International Corporation Employees' Savings and Stock
Ownership Plan, originally effective July 31, 1986 and most recently restated on
February 25, 2002 effective January 1, 1997 and thereafter amended by Amendment
No. 1 (the "Plan"); and

      WHEREAS, Subsections 21.1 and 21.5(b) of the Plan provide that the
Committee under the Plan may adopt amendments to the Plan which have no
substantial adverse financial impact on any employer thereunder or on the Plan;
and

      WHEREAS, the Committee has determined that the amendment set forth below
does not have any substantial adverse financial impact on any employer under the
Plan or on the Plan.

      NOW, THEREFORE, the Plan is hereby further amended as effective January 1,
2002 except as otherwise indicated:

1. The following sentence is added to Subsection 1.13 of the Plan:

      Effective for Plan Years beginning after December 31, 2001, the third
      sentence of this Subsection 1.13 shall read as follows: "For purposes of
      determining benefits under this Plan, Compensation is limited to $200,000
      [as adjusted for the cost of living pursuant to Code Section
      401(a)(17)(B)] per Plan Year."

2. Section 1.14(h) is added to the Plan to read as follows:

      (h)   "Syncor Corrective Contribution": An amount contributed by the
            Employer on an eligible Participant's behalf in accordance with
            Section 5.6.

3. The following sentences are added to Subsection 1.15 of the Plan:

      Notwithstanding the first sentence of this Subsection 1.15, effective for
      taxable years beginning after December 31, 2001, the Contribution Dollar
      Limit shall be as follows:

<TABLE>
<CAPTION>
             For Taxable Years                      Contribution Dollar
                Beginning in                                Limit
              Calendar Year
<S>                                                 <C>

                   2002                                   $11,000
                   2002                                    12,000
                   2004                                    13,000
                   2005                                    14,000
            2006 and thereafter                            15,000
</TABLE>

      For taxable years beginning in calendar years after 2006, the $15,000
      Contribution Dollar Limit shall be adjusted in accordance with Code
      Section 402(g)(4).
<PAGE>
4. The following sentences are added to Subsection 1.23 of the Plan:

      Effective for distributions made after December 31, 2001, the term
      "Eligible Retirement Plan" shall also include (i) an annuity contract
      described in Section 403(a) of the Code and (ii) an eligible plan which is
      maintained under Section 457(b) of the Code and which is maintained by a
      state or political subdivision of a state or instrumentality of a state
      and which agrees to separately account for amounts transferred to such
      plan from this Plan. Also effective for distributions made after December
      31, 2001, the definition of "Eligible Retirement Plan" shall apply in the
      case of a distribution to a surviving spouse of a Participant or to a
      spouse or former spouse of a Participant who is an alternate payee under a
      QDRO.

      5. The following sentence is added to Subsection 1.24 of the Plan:

      Effective as to distributions made after December 31, 2001, the term
      "Eligible Rollover Distribution" shall not include any amount which is
      distributed on account of hardship.

6. The last sentence of Subsection 5.2(a) of the Plan is deleted and the
   following is substituted in its place effective as to Eligible Employees who
   become Participants on or after August 1, 2001:

      Notwithstanding the preceding sentence, effective as to Eligible Employees
      who become Participants on or after August 1, 2001, the Employer shall not
      make Syncor Matching Contributions on behalf of a Participant as to his or
      her Pre-Tax Contributions, if any, with respect to his or her Pay during
      his or her first 9 calendar months as a Participant.

      7. Section 5.6 is added to the Plan to read as follows:

      5.6 Syncor Corrective Contributions

            (a)   Frequency and Eligibility. For each Plan Year, the Employer
                  may make Syncor Corrective Contributions on behalf of each
                  Participant as to whom there has been an "Operational Failure"
                  as to the Plan under the Internal Revenue Service's Employee
                  Plans Compliance Resolution System (as set forth in Revenue
                  Procedure 2002-47 or any successor thereto) ("EPCRS").

            (b)   Allocation Method. The Syncor Corrective Contribution for each
                  Plan Year the shall be allocated to the Fund Deferrals Account
                  of the Participant on whose behalf such contribution is being
                  made, with the amount of such contribution being equal to the
                  amount necessary to cure the Plan's "Operational Failure" as
                  to such Participant.

            (c)   Medium, Timing and Posting. Syncor Corrective Contributions
                  for a Plan Year shall be made in cash within the time, if any,
                  prescribed under EPCRS and shall be posted to the Fund


                                      - 2 -
<PAGE>
                  Deferrals Accounts of the Participants described in Section
                  5.6(a).

      8. The following sentence is added to Subsection 9.3(a) of the Plan:

      Notwithstanding the preceding schedule, the following schedule shall
      govern the vesting of a Participant's Syncor Match/Bonus Account effective
      as to Syncor Match Contributions for Plan Years beginning after December
      31, 2001:

<TABLE>
<CAPTION>
       Years of Vesting Service                Vested Percentage
<S>                                            <C>

             Less than 2                               0%
          2 but less than 3                           20%
          3 but less than 4                           40%
          4 but less than 5                           70%
              5 or more                              100%
</TABLE>

      9. The following sentence is added to Subsection 11.7(d) of the Plan:

      Effective as to Participants making withdrawals after December 31, 2001,
      "6 months" shall be substituted for "12 months" in Subsection 11.7(d)(2)
      and Subsection 11.7(d)(3) shall not apply.

      10. The last sentence of Subsection 11.7(e) of the Plan is deleted and the
following sentence is substituted in its place effective January 1, 1997:

      The amount that may be withdrawn from a Participant's Fund Deferrals and
      Syncor Stock Deferrals Accounts shall not include any earnings credited to
      said accounts after December 31, 1988.

      11. Subsection 12.1(c) is added to the Plan to read as follows:

      (c)   If and when an entity ceases to be a Related Company, the employees
            of such entity who are Participants shall thereupon be considered to
            have severed and terminated their employment with the Employer for
            purposes of Section 401(k)(2)(B)(i)(I) of the Code and Subsection
            12.1(a) of the Plan.

      12. The following sentence is added to Subsection 12.4 of the Plan:

      Effective January 1, 2002, for purposes of determining whether a
      Participant's vested Account balance is $5,000 or less, the balance in his
      or her Rollover Account shall not be taken into account.

      13. The following sentence is added to Subsection 13.4 of the Plan:



                                      - 3 -
<PAGE>
      Effective for Plan Years beginning after December 31, 2001, this
      Subsection 13.4 shall no longer apply.

      14. The following sentence is added to Subsection 14.2 of the Plan:

      Effective as to Limitation Years beginning after December 31, 2001, the
      preceding sentence shall read as follows: "The Annual Addition to a
      Participant's accounts under this Plan and any other defined contribution
      plan maintained by any Related Company for any Plan Year shall not exceed
      the lesser of (a) 100% of his or her Taxable Income or (b) $40,000 [as
      adjusted pursuant to Code Section 415(d)]."

      15. Subsection 15.1(c) of the Plan is deleted and the following is
substituted in its place:

      (c)   "Key Employee" means a current or former Employee (or his or her
            Beneficiary) who at any time during a plan year containing the
            Determination Date was: (1) an officer of the Employer having an
            annual Compensation greater than $130,000 [subject to cost-of-living
            adjustments pursuant to Code Section 416(i)(1)(A)]; (2) a
            more-than-5% Owner; or (3) a more-than-1% Owner whose Compensation
            exceeds $150,000.

      16. Subsections 15.1(d) and 15.1(e) of the Plan are deleted and the
following are substituted in their place:

            (d) "Plan Benefit" means the sum as of the Determination Date of (1)
            an Employee's Account, (2) the present value of his or her other
            accrued benefits provided by all qualified plans within the
            Aggregation Group, and (3) the aggregate distributions made within
            the one-year period ending on such date. In the case of a
            distribution made for a reason other than severance from employment,
            death or disability, "5-year period" shall be substituted for
            "one-year period" in the preceding sentence. Plan Benefits shall
            exclude rollover contributions and plan-to-plan transfers made after
            December 31, 1983 which are both employee-initiated and from a plan
            maintained by a non-related employer.

            (e) "Top-Heavy" means the Plan's status when the Plan Benefits of
            Key Employees account for more than 60% of the Plan Benefits of all
            Employees who have performed services at any time during the
            one-year period ending on the Determination Date. The Plan Benefits
            of Employees who were, but are no longer, Key Employees (because
            they have not been an officer or Owner during such one-year period),
            are excluded in the determination.

      17. Subsection 21.3(c) is added to the Plan to read as follows:

      (c)   This Subsection 21.3 shall not apply effective January 1, 2002.



                                      - 4 -
<PAGE>
      Dated as of this 31st day of December, 2002.

                                          COMMITTEE UNDER SYNCOR
                                             INTERNATIONAL CORPORATION
                                             EMPLOYEES' SAVINGS AND
                                             STOCK OWNERSHIP PLAN



                                          By: /s/ Sheila H. Coop
                                              --------------------------
                                                  Sheila H. Coop, Member






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