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                                                                    Exhibit 10.1

                          AMERISOURCEBERGEN CORPORATION

                      2002 MANAGEMENT STOCK INCENTIVE PLAN,

                 AS AMENDED AND RESTATED THROUGH APRIL 22, 2003

1.  Background and Purpose.

    (a) Background. This AmerisourceBergen Corporation 2002 Management Stock
Incentive Plan (the "Plan") is the result of the merger, effective April 23,
2002 (the "Effective Date"), of the Bergen Brunswig Corporation 1999 Management
Stock Incentive Plan (the "Prior Bergen Plan") with and into the AmeriSource
Health Corporation 2001 Stock Option Plan (the "Prior AmeriSource Plan")
(collectively, with the Bergen Brunswig Corporation 1999 Management Stock
Incentive Plan, the "Prior Plans"). Upon the merger of the Prior Plans, this
Plan was amended and restated in the form set forth in this document and renamed
the AmerisourceBergen Corporation 2002 Management Stock Incentive Plan (the
"Plan"). The Prior AmeriSource Plan was approved by the shareholders of
AmeriSource Health Corporation and the Prior Bergen Plan was approved by the
shareholders of the Bergen Brunswig Corporation, in each case before the closing
of the merger which created AmerisourceBergen Corporation. Upon the closing of
such merger, the number of shares subject to rights granted under the Prior
Plans and, as to stock options, the option price for such options, were adjusted
in accordance with the terms of the merger agreement. Each of the Prior Plans
was then adopted by AmerisourceBergen Corporation. This document applies to all
grants made under this Plan on or after the Effective Date. Each grant made
under either of the Prior Plans will remain subject to the terms of the
applicable Prior Plan, as in existence immediately prior to the Effective Date,
provided that upon the forfeiture or lapse of any right granted under either of
the Prior Plans, the shares underlying such right shall again be available for
issuance pursuant to this Plan. Effective as of October 30, 2002, subject to
approval by the shareholders of AmerisourceBergen Corporation at the annual
meeting of shareholders to be held on February 27, 2003, the Plan was further
amended, among other purposes, to increase the number of shares issuable under
the Plan. Effective as of April 22, 2003, the Plan was further amended to
include certain operational provisions.

    (b) Purpose. The purpose of the AmerisourceBergen Corporation 2002
Management Stock Incentive Plan (the "Plan") is to provide designated employees
of AmerisourceBergen Corporation (the "Company") and its subsidiaries with the
opportunity to receive grants of stock awards and other incentive compensation
as provided in the Plan. The Company believes that the Plan will encourage the
participants to contribute materially to the growth of the Company, thereby
benefiting the Company's shareholders, and will align the economic interests of
the participants with those of the shareholders.

2.  Definitions.  For purposes of the Plan, the following terms shall be defined
as follows:

    "Administrator" means the individual or individuals, if any, to whom the
Committee delegates authority under the Plan in accordance with Section 3(d). If
no delegation of authority is in effect, the Committee shall serve as the
Administrator.

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     "Award" means an award made pursuant to the terms of the Plan to an
Eligible Individual in the form of Stock Options, Stock Appreciation Rights,
Stock Awards, Performance Share Awards, Section 162(m) Awards or other awards
determined by the Committee.

     "Award Agreement" means a written agreement or certificate granting an
Award. An Award Agreement shall be executed by an officer on behalf of the
Company and shall contain such terms and conditions as the Committee deems
appropriate and that are not inconsistent with the terms of the Plan. The
Administrator may in its discretion require that an Award Agreement be executed
by the Participant to whom the relevant Award is made.

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

     A "Change in Control" shall be deemed to have occurred if:

           (i)    Any "person" (as such term is used in Sections 13(d) and 14(d)
                  of the Exchange Act) is or becomes a "beneficial owner" (as
                  defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Company representing more
                  than 35% of the voting power of the then outstanding
                  securities of the Company, and such person owns more aggregate
                  voting power of the Company's then outstanding securities
                  entitled to vote generally in the election of directors than
                  any other person;

           (ii)   The shareholders of the Company approve (or, if shareholder
                  approval is not required, the Board approves) an agreement
                  providing for (x) the merger or consolidation of the Company
                  with another corporation where the shareholders of the
                  Company, immediately prior to the merger or consolidation,
                  will not beneficially own, immediately after the merger or
                  consolidation, shares entitling such shareholders to 50% or
                  more of all votes to which all shareholders of the surviving
                  corporation would be entitled in the election of directors
                  (without consideration of the rights of any class of stock to
                  elect directors by a separate class vote), (y) the sale or
                  other disposition of all or substantially all of the assets of
                  the Company, or (z) a liquidation or dissolution of the
                  Company; or

           (iii)  After April 23, 2002, directors are elected such that a
                  majority of the members of the Board shall have been members
                  of the Board for less than two years, unless the election or
                  nomination for election of each new director who was not a
                  director at the beginning of such two-year period was approved
                  by a vote of at least two-thirds of the directors then still
                  in office who were directors at the beginning of such period.

     "Code" means the Internal Revenue Code of 1986, as amended, and the
applicable rulings and regulations thereunder.

     "Committee" means the Compensation and Succession Planning Committee of the
Board, any successor committee thereto or any other committee appointed by the
Board to administer the Plan.

     "Common Stock" means the Common Stock of the Company.

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     "Disability" means eligibility for disability benefits under the terms of
the Company's long-term disability plan in effect at the time a Participant
becomes disabled.

     "Eligible Individuals" means the individuals described in Section 6 who are
eligible for Awards under the Plan.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the applicable rulings and regulations thereunder.

     "Fair Market Value."

           (i) If Shares are publicly traded, then the Fair Market Value per
Share shall be determined as follows: (x) if the principal trading market for
the Shares is a national securities exchange or the Nasdaq National Market, the
last reported sale price thereof on the latest date preceding the relevant date
upon which a sale was reported, or (y) if the Shares are not principally traded
on such exchange or market, the mean between the last reported "bid" and "asked"
prices of Shares on the latest date preceding relevant date upon which a sale
was reported, as reported on Nasdaq or, if not so reported, as reported by the
National Daily Quotation Bureau, Inc. or as reported in a customary financial
reporting service, as applicable and as the Committee determines.

               (ii) If the Common Stock is not publicly traded or, if publicly
traded, is not subject to reported transactions or "bid" or "asked" quotations
as set forth above, the Fair Market Value per share shall be as determined by
the Committee.

     "Incentive Stock Option" means a Stock Option that is an "incentive stock
option" within the meaning of Section 422 of the Code and designated by the
Committee as an Incentive Stock Option in an Award Agreement.

     "Nonqualified Stock Option" means a Stock Option that is not an Incentive
Stock Option.

     "Parent" means any corporation that is a "parent corporation" within the
meaning of Section 424(e) of the Code with respect to the relevant entity.

     "Participant" means an Eligible Individual to whom an Award has been
granted under the Plan.

     "Performance Period" means a fiscal year of the Company or such other
period that may be specified by the Committee in connection with the grant of a
Section 162(m) Award.

     "Performance Share Award" means a conditional Award of shares of Common
Stock granted to an Eligible Individual pursuant to Section 11 hereof.

     "Section 162(m) Award" means an Award described in Section 13 hereof.

     "Section 162(m) Participant" means, for a given fiscal year of the Company,
any Participant designated by the Committee by not later than 90 days following
the start of such year as a Participant (or such other time as may be required
or permitted by Section 162(m) of the Code) whose compensation for such fiscal
year may be subject to the limit on deductible compensation imposed by Section
162(m) of the Code.

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     "Stock Appreciation Right" means an Award to receive all or some portion of
the appreciation on shares of Common Stock granted to an Eligible Individual
pursuant to Section 9 hereof.

     "Stock Award" means an Award of shares of Common Stock granted to an
Eligible Individual pursuant to Section 10 hereof.

     "Stock Option" means an Award to purchase shares of Common Stock granted to
an Eligible Individual pursuant to Section 8 hereof.

     "Subsidiary" means (i) any corporation which is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code with respect to the Company or
(ii) any other corporation or other entity in which the Company, directly or
indirectly, has an equity or similar interest and which the Administrator
designates as a Subsidiary for the purposes of the Plan.

     "Substitute Award" means an Award granted upon assumption of, or in
substitution for, outstanding awards previously granted by a company or other
entity in connection with a corporate transaction, such as a merger,
combination, consolidation or acquisition of property or stock.

3.   Administration of the Plan.

     (a) Power and Authority of the Committee. The Plan shall be administered by
the Committee which shall have full power and authority, subject to the express
provisions hereof, (i) to select Participants from the Eligible Individuals,
(ii) to make Awards in accordance with the Plan, (iii) to determine the number
of Shares subject to each Award or the cash amount payable in connection with an
Award, (iv) to determine the terms and conditions of each Award, including,
without limitation, those related to vesting, forfeiture, payment and
exercisability, and the effect, if any, of a Participant's termination of
employment with the Company or, subject to Section 16 hereof, of a Change in
Control on the outstanding Awards granted to such Participant, and including the
authority to amend the terms and conditions of an Award after the granting
thereof to a Participant in a manner that is not prejudicial to the rights of
such Participant in such Award, (v) to specify and approve the provisions of the
Award Agreements delivered to Participants in connection with their Awards, (vi)
to interpret any Award Agreement delivered under the Plan, (vii) to prescribe,
amend and rescind rules and procedures relating to the Plan, (viii) to vary the
terms of Awards to take account of tax, securities law and other regulatory
requirements of foreign jurisdictions, (ix) subject to the provisions of the
Plan and subject to such additional limitations and restrictions as the
Committee may impose, to delegate to one or more officers at the Company some or
all of its authority under the Plan, and (x) to make all other determinations
and to formulate such procedures as may be necessary or advisable for the
administration of the Plan.

     (b) Plan Construction and Interpretation. The Committee shall have full
power and authority, subject to the express provisions hereof, to construe and
interpret the Plan.

     (c) Determinations of Committee Final and Binding. All determinations by
the Committee in carrying out and administering the Plan and in Construing and
interpreting the Plan shall be final, binding and conclusive for all purposes
and upon all persons interested herein.

     (d) Delegation of Authority. The Committee may, but need not, from time to
time delegate some or all of its authority under the Plan to an Administrator
consisting of one or more members of the Committee or of one or more officers of
the Company. The Committee may also delegate its

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authority to make Awards under the Plan to the Company's Chief Executive
Officer, provided, however, that if the Committee so delegates its authority,
the Chief Executive Officer shall not have the authority to make Awards (i) to
any Eligible Individual respecting more than 25,000 shares of Common Stock in
any calendar year, (ii) to all Eligible Individuals respecting more than 125,000
shares of Common Stock in the aggregate in any calendar year or (iii) to
Eligible Individuals (A) who are subject on the date of the award to the
reporting rules under Section 16(a) of the Exchange Act, who are Section 162(m)
Participants or (B) who are officers of the Company who are delegated authority
by the Committee hereunder. Any delegation hereunder shall be subject to the
restrictions and limits that the Committee specifies at the time of such
delegation or thereafter. Nothing in the Plan shall be construed as obligating
the Committee to delegate authority to an Administrator, and the Committee may
at any time rescind the authority delegated to an Administrator appointed
hereunder or appoint a new Administrator. At all times, the Administrator
appointed under this Section 3(d) shall serve in such capacity at the pleasure
of the Committee. Any action undertaken by the Administrator in accordance with
the Committee's delegation of authority shall have the same force and effect as
if undertaken directly by the Committee, and any reference in the Plan to the
Committee shall, to the extent consistent with the terms and limitations of such
delegation, be deemed to include a reference to the Administrator.

     (e) Liability of Committee. No member of the Committee shall be liable for
anything whatsoever in connection with the administration of the Plan except
such person's own willful misconduct. Under no circumstances shall any member of
the Committee be liable for any act or omission of any other member of the
Committee. In the performance of its functions with respect to the Plan, the
Committee shall be entitled to rely upon information and advice furnished by the
Company's officers, the Company's accountants, the Company's counsel and any
other party the Committee deems necessary, and no member of the Committee shall
be liable for any action taken or not taken in reliance upon any such advice.

4.   Duration of Plan. The Plan shall remain in effect until terminated by the
Board and thereafter until all Awards granted under the Plan are satisfied by
the issuance of shares of Common Stock or the payment of cash or are terminated
under the terms of the Plan or under the Award Agreement entered into In
connection with the grant thereof. Notwithstanding the foregoing, no Awards may
be granted under the Plan after the tenth anniversary of the original effective
date of the Prior Bergen Plan.

5.   Shares of Stock Subject to the Plan. Subject to adjustment as provided in
Section 15(b) hereof, the number of shares of Common Stock that may be issued
under the Plan pursuant to Awards (including Awards granted before the Effective
Date, April 23, 2002, of this amended, restated and renamed Plan) shall not
exceed, in the aggregate, 11,900,000 shares (the "Section 5 Limit"), of which
the number of shares of Common Stock that may be issued under the Plan pursuant
to Incentive Stock Options may not exceed, in the aggregate, 3,700,000 shares
and the number of shares of Common Stock that may be issued under Sections 9, 10
and 11 of the Plan may not exceed in the aggregate, 185,000 shares. Such shares
may be either authorized but unissued shares, treasury shares or any combination
thereof. For purposes of determining the number of shares that remain available
for issuance under the Plan, the following rules shall apply:

     (a) the number of shares subject to outstanding Awards shall be charged
against the Section 5 Limit; and

     (b) the Section 5 Limit shall be increased by:

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         (i)   the number of shares subject to an Award (or portion thereof)
which lapses, expires or is otherwise terminated without the issuance of such
shares or is settled by the delivery of consideration other than shares,

         (ii)  the number of shares tendered to pay the exercise price of a
Stock Option or other Award, and

         (iii) the number of shares withheld from any Award to satisfy a
Participant's tax withholding obligations or, if applicable, to pay the exercise
price of a Stock Option or other Award.

In addition, any shares underlying Substitute Awards shall not be counted
against the Section 5 Limit set forth in the first sentence of this Section 5.

     (c) For purposes of this Section 5 and Section 6(b), with respect to Awards
of nonqualified stock options, the Section 5 Limit shall be deemed to be reduced
first by shares of Common Stock attributable to the Prior AmeriSource Plan, to
the extent of the first 125,000 shares of Common Stock subject to nonqualified
stock options to any single Eligible Individual under the Plan for any calendar
year until all shares of Common Stock attributable to the Prior AmeriSource Plan
have been exhausted. Shares of Common Stock attributable to the Prior Bergen
Plan shall be deemed to be reduced with respect to Awards of nonqualified stock
options to any Eligible Individual for any calendar year in excess of 125,000
shares of Common Stock, or after all shares of Common Stock attributable to the
Prior AmeriSource Plan have been exhausted. Shares of Common Stock attributable
to the Prior Bergen Plan shall also be deemed to be reduced with respect to all
Awards to Eligible Individuals other than Awards of nonqualified stock options.

6.   Eligible Individuals.

     (a) Eligibility Criteria. Awards may be granted by the Committee to
individuals ("Eligible Individuals") who are officers or other key employees of
the Company or a Subsidiary with the potential to contribute to the future
success of the Company or its Subsidiaries. Members of the Committee will not be
eligible to receive Awards under the Plan. An individual's status as an
Administrator will not affect his or her eligibility to participate in the Plan.

     (b) Maximum Number of Shares per Eligible Individual. In accordance with
the requirements under Section 162(m) of the Code, the Prior Bergen Plan
provided for a limit on grants of Awards to Eligible Individuals of 370,000
shares of Common Stock (as calculated on a post-merger basis) in respect of any
fiscal year of the Company, provided that any Award that is made as bonus
compensation, or is made in lieu of compensation that otherwise would be payable
to an Eligible Individual, shall be considered made in respect of the fiscal
year to which such bonus or other compensation relates or otherwise was earned.
In accordance with the requirements under Section 162(m) of the Code, the Prior
AmeriSource Plan provided for a limit on grants of Awards to Eligible
Individuals of 125,000 shares of Common Stock (as calculated on a post-merger
basis) in respect of any calendar year. Under the Plan as amended, restated and
renamed in this document effective as of April 23, 2002, the applicable limit on
grants of Awards to Eligible Individuals in respect of any fiscal year of the
Company shall be 370,000 shares of Common Stock to the extent that shares of
Common Stock attributable to the Prior Bergen Plan remain available under the
Section 5 Limit. After all of the shares of Common Stock attributable to the
Prior Bergen Plan previously available under the Section 5 Limit have been
exhausted, the limit on grants of Awards to Eligible Individuals in respect of
any calendar year shall be 125,000 shares of Common Stock.

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7.   Awards Generally. Awards under the Plan may consist of Stock Options, Stock
Appreciation Rights, Stock Awards, Performance Share Awards, Section 162(m)
Awards or other awards determined by the Committee. The terms and provisions of
an Award shall be set forth in a written Award Agreement approved by the
Committee and delivered or made available to the Participant as soon as
practicable following the date of the award. The vesting, exercisablity, payment
and other restrictions applicable to an Award (which may include, without
limitation restrictions on transferability or provision for mandatory resale to
the Company) shall be determined by the Committee and set forth in the
applicable Award Agreement. Notwithstanding the foregoing, the Committee may
accelerate (i) the vesting or payment of any Award, (ii) the lapse of
restrictions on any Award or (iii) the date on which any Option or Stock
Appreciation Right first becomes exercisable. The date of a Participant's
termination of employment for any reason shall be determined in the sole
discretion of the Committee. The Committee shall also have full authority to
determine and specify in the applicable Award Agreement the effect, if any, that
a Participant's termination of employment for any reason will have on the
vesting, exercisability, payment or lapse of restrictions applicable to an
outstanding Award.

8.   Stock Options.

     (a)  Terms of Stock Options Generally. Subject to the terms of the Plan and
the applicable Award Agreement, each Stock Option shall entitle the Participant
to whom such Stock Option was granted to purchase the number of shares of Common
Stock specified in the applicable Award Agreement and shall be subject to the
terms and conditions established by the Committee in connection with the Award
and specified in the applicable Award Agreement. Upon satisfaction of the
conditions to exercisability specified in the applicable Award Agreement, a
Participant shall be entitled to exercise the Stock Option in whole or in part
and to receive, upon satisfaction or payment of the exercise price or an
irrevocable notice of exercise in the manner contemplated by Section 8(d) below,
the number of shares of Common Stock in respect of which the Stock Option shall
have been exercised. Stock Options may be either Nonqualified Stock Options or
Incentive Stock Options. Notwithstanding anything contained in the Plan to the
contrary:

          (i)  Termination of Employment For Cause. If a Participant is notified
that the Participant will be involuntarily terminated from employment with the
Company or any Subsidiary for Cause, then all unexercised stock options subject
to any Award Agreement shall be forfeited as of the date of such notice, whether
or not then exercisable, except to the extent otherwise specified in the
applicable Award Agreement. For purposes of this Section 8, "Cause" shall mean a
determination by the Board that any of the following has occurred: (A) an act or
acts of dishonesty by the Participant constituting a felony under applicable law
and resulting or intending to result directly or indirectly in gain to or
personal enrichment of the Participant at the Company's expense; or (B) a
material breach of subsection (1), (2) or (3) below.

               (1) Full-Time Employment. The Participant shall devote his time,
attention and effort during regular business hours to the business of the
Company and shall not during the term of employment be engaged in any other
substantial business activity whether or not such business activity is pursued
for gain, profit or other pecuniary advantage; but this shall not be construed
as preventing the Participant from investing his personal assets in businesses
which do not compete with the Company in such form or manner as will not require
substantial services on the part of the Participant in the operation of the
affairs of the companies in which such investments are made. Notwithstanding the
foregoing, the Participant may purchase securities in any corporation whose
securities are regularly traded, provided that such purchases shall not result
in his owning beneficially

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at any time more than one percent (1%) of any class of securities of any
corporation engaged in a business competitive with that of the Company.

               (2) Unauthorized Disclosure. During the term of the Participant's
employment with the Company, and for a period of two (2) years thereafter, the
Participant shall not, without the written consent of the Board or the Executive
Committee, disclose to any person, other than as required by law or court order,
or other than to an employee of the Company or any of its affiliated
corporations, or other than to a person to whom disclosure is necessary or
appropriate in connection with the performance by the Participant of his duties
(including but not limited to disclosure to the Company's outside accountants,
attorneys or bankers of information properly requested by such persons), any
confidential information obtained by Participant while the Participant is in the
employ of the Company. For purposes of this Plan, "confidential information"
shall mean any information of the Company that the Company treats as
confidential as well as any information that a prudent officer of the Company
would consider to be proprietary or confidential to the Company, including
without limitation, information with respect to any of the Company's services,
customers, suppliers, techniques, patents and patent applications, methods
(including manufacturing methods), products, designs, financial projections,
industry projections or analyses, planned or pending agreements or future plans;
provided, however, that "confidential information" shall not include any
information known generally to the public (other than as a result of
unauthorized disclosure by the Participant) or any information of a type not
otherwise considered confidential by persons engaged in the same business or a
business similar to that conducted by the Company.

               (3) Works For Hire Acknowledgment; Assignment. The Participant
acknowledges that all of the Participant's work on and contributions to the
Company's products (the "Products"), including, without limitation, any and all
patterns, designs, artworks and other expressions in any tangible medium
(collectively, the "Works") are within the scope of the Participant's employment
and are a part of the services, duties and responsibilities of the Participant.
All of the Participant's work on and contributions to the Works will be rendered
and made by the Participant for, at the instigation of, and under the overall
direction of the Company, and all of the Participant's said work and
contributions, as well as the Works, are and at all times shall be regarded as
"work made for hire" as that term is used in the United States Copyright Laws.
Without curtailing or limiting this acknowledgment, the Participant hereby
assigns, grants, and delivers exclusively to the Company, as to work on and
contribution to the Products pursuant hereto all rights, titles, and interests
in and to any such Works, and all copies and versions, including all copyrights
and renewals. The Participant will execute and deliver to the Company, or its
successors and assigns, such other and further assignments, instruments and
documents as it from time to time reasonably may request for the purpose of
establishing, evidencing, and enforcing or defending its complete, exclusive
perpetual, and worldwide ownership of all rights, titles, and interests of every
kind and nature whatsoever, including all copyrights in and to the Works. The
Participant hereby constitutes and appoints the Company as its agent and
attorney-in-fact, with full power of substitution, to execute and deliver said
assignments, instruments or documents as the Participant may fail or refuse to
execute and deliver, this power and agency being coupled with an interest and
being irrevocable.

         (ii)  Other Termination of Employment. Except as otherwise provided
above or in an Award Agreement, if a Participant terminates employment with the
Company or any Subsidiary for any reason other than for "Cause" and such
Participant has not satisfied the conditions to exercisability specified in the
applicable Award Agreement, then the Participant shall forfeit those Stock
Options which have not yet become exercisable as of the date of such termination
of employment.

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         (b)  Exercise Price. The exercise price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee at the
time of grant and set forth in the Award Agreement, provided, however, that the
exercise price per share shall be no less than 100% of the Fair Market Value per
share on the date of grant. Notwithstanding the foregoing, the exercise price
per share of a Stock Option that is a Substitute Award may be less than the Fair
Market Value per share on the date of award, provided that the excess of:

              (i)   the aggregate Fair Market Value (as of the date such
Substitute Award is granted) of the shares subject to the Substitute Award, over

              (ii)  the aggregate exercise price thereof, does not exceed the
excess of:

              (iii) the aggregate fair market value (as of the time immediately
preceding the transaction giving rise to the Substitute Award, such fair market
value to be determined by the Committee) of the shares of the predecessor entity
that were subject to the award assumed or substituted for by the Company, over

              (iv)  the aggregate exercise price of such shares.

         (c)  Option Term. The term of each Stock Option shall be fixed by the
Committee and set forth in the Award Agreement provided, however, that a Stock
Option shall not be exercisable after the expiration of ten (10) years after the
date the Stock Option is granted. Notwithstanding the foregoing:

              (i)   Termination of Employment Without Cause. If a Participant is
notified that the Participant will be involuntarily terminated from employment
with the Company or any Subsidiary without Cause, then the term of the
Participant's Stock Option shall end on the earlier of the date set forth in the
applicable Award Agreement or one (1) year from the date of the Participant's
termination of employment.

              (ii)  Disability. If a Participant terminates employment with the
Company or any Subsidiary due to Disability, then the term of the Participant's
Stock Option shall end on the earlier of the date set forth in the applicable
Award Agreement or one (1) year from the date of the Participant's termination
of employment.

              (iii) Death. If a Participant terminates employment with the
Company or any Subsidiary due to death, such Participant's estate shall have the
right to exercise the Participant's Stock Options for a period ending on the
earlier of the term set forth in the applicable Award Agreement or one (1) year
from the date of the Participant's death.

              (iv)  Voluntary Termination of Employment. If a Participant
terminates employment with the Company or any Subsidiary and such Participant
has satisfied the conditions to exercisability specified in the applicable Award
Agreement as of the date of such voluntary termination, then the term of the
Participant's Stock Options shall end on the earlier of the date set forth in
the applicable Award Agreement or three (3) months from the date of the
Participant's termination of employment.

         (d)  Method of Exercise. Subject to the provisions of the applicable
Award Agreement the exercise price of a Stock Option may be paid in cash or
previously owned shares or a combination thereof or in whole or in part through
the withholding of shares subject to the Stock Option with a value equal to the
exercise price. In accordance with the rules and procedures established by the
Administrator for this purpose, the Stock Option may also be exercised through a
"cashless exercise"

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procedure which is approved by the Administrator involving a broker or dealer
approved by the Administrator, which affords Participants the opportunity to
sell immediately some or all of the shares underlying the exercised portion of
the Stock Option in order to generate sufficient cash to pay the Stock Option
exercise price or to satisfy withholding tax obligations related to the Stock
Option.

9.  Stock Appreciation Rights. Stock Appreciation Rights shall be subject to the
terms and conditions established by the Committee in connection with the Award
thereof and specified in the applicable Award Agreement. Upon satisfaction of
the conditions to the payment specified in the applicable Award Agreement, each
Stock Appreciation Right shall entitle a Participant to an amount, if any, equal
to the Fair Market Value of a share of Common Stock on the date of exercise over
the Stock Appreciation Right exercise price specified in the applicable Award
Agreement. At the discretion of the Administrator, payments to a Participant
upon exercise of a Stock Appreciation Right may be made in Shares, cash or a
combination thereof. A Stock Appreciation Right may be granted alone or in
addition to other Awards, or in tandem with a Stock Option. If granted in tandem
with a Stock Option, a Stock Appreciation Right shall cover the same number of
shares of Common Stock as covered by the Stock Option (or such lesser number of
shares as the Committee may determine) and shall be exercisable only at such
time or times and to the extent the related Stock Option shall be exercisable,
and shall have the same term and exercise price as the related Stock Option.
Upon exercise of a Stock Appreciation Right granted in tandem with a Stock
Option, the related Stock Option shall be canceled automatically to the extent
of the number of shares covered by such exercise; conversely, if the related
Stock Option is exercised as to some or all of the shares covered by the tandem
grant, the tandem Stock Appreciation Right shall be canceled automatically to
the extent of the number of shares covered by the Stock Option exercised.

10. Stock Awards. Stock Awards shall consist of one or more shares of Common
Stock granted to an Eligible Individual, and shall be subject to the terms and
conditions established by the Committee in connection with the Award and
specified in the applicable Award Agreement; provided, however, that each Stock
Award shall be subject to at least one of the following minimum repurchase or
lapse restrictions: (a) a performance-based repurchase or lapse restriction that
expires not less than one (1) year following the date of grant or (b) a
time-based repurchase or lapse restriction that expires based on the Eligible
Individual remaining employed or otherwise providing services to the Company for
not less than three (3) years. Except in the case of death or permanent
disability of an Eligible Individual and as otherwise permitted by Section 16,
neither the Board nor the Administrator shall be permitted to waive any
repurchase or lapse restriction applicable to any Stock Award.

11. Performance Share Awards. Performance Share Awards shall be evidenced by an
Award Agreement in such form and containing such terms and conditions as the
Committee deems appropriate and which are not inconsistent with the terms of the
Plan. Each Award Agreement shall set forth the number of shares of Common Stock
to be earned by a Participant upon satisfaction of certain specified performance
criteria and subject to such other terms and conditions as the Committee deems
appropriate. Payment in settlement of a Performance Share Award shall be made as
soon as practicable following the conclusion of the applicable performance
period, or at such other time as the Administrator shall determine, in shares of
Common Stock, in an equivalent amount of cash or in a combination of Common
Stock and cash, as the Administrator shall determine.

12. Other Awards. The Committee shall have the authority to specify the terms
and provisions of other forms of equity-based or equity-related Awards not
described above which the Committee determines to be consistent with the purpose
of the Plan and the interests of the Company, which Awards may provide for cash
payments based in whole or in part on the value or future value of

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Common Stock, for the acquisition or future acquisition of Common Stock, or any
combination thereof. Other Awards shall also include cash payments (including
the cash payment of dividend equivalents) under the Plan which may be based or
one or more criteria determined by the Committee which are unrelated to the
value of Common Stock and which may be granted in tandem with, or independent
of, other Awards under the Plan.

13.  Section 162(m) Awards.

     (a) Terms of Section 162(m) Awards Generally. In addition to any other
Awards under the Plan, the Company may make Awards that are intended to qualify
as "qualified performance-based compensation" for purposes of Section 162(m) of
the Code ("Section 162(m) Awards"). Section 162(m) Awards may consist of Stock
Options, Stock Appreciation Rights, Stock Awards, Performance Share Awards or
Other Awards the vesting, exercisability and/or payment of which is conditioned
upon the attainment for the applicable Performance Period of specified
performance targets related to designated performance goals for such period
selected by the Committee from among the performance goals specified in Section
13(b) below. Section 162(m) Awards will be made in accordance with the
procedures specified in applicable Treasury regulations for compensation
intended to be "qualified performance-based compensation."

     (b) Performance Goals. For purposes of this Section 13, performance goals
shall be limited to one or more of the following: (i) net revenue, (ii) net
earnings, (iii) operating earnings or income, (iv) absolute and/or relative
return on equity or assets, (v) earnings per share, (vi) cash flow, (vii) pretax
profits, (viii) earnings growth, (ix) revenue growth, (x) book value per share,
(xi) stock price and (xii) performance relative to peer companies, each of which
may be established on a corporate-wide basis or established with respect to one
or more operating units, divisions, acquired businesses, minority investments,
partnerships or joint ventures.

     (c) Other Performance-Based Compensation. The Committee's decision to make,
or not to make, Section 162(m) Awards within the meaning of this Section 13
shall not in any way prejudice the qualification of any other Awards as
performance based compensation under Section 162(m). In particular, Awards of
Stock Options may, pursuant to applicable regulations promulgated under Section
162(m), be qualified as performance-based compensation for Section 162(m)
purposes without regard to this Section 13.

14.  Non-transferability. No Award granted under the Plan or any rights or
interests therein shall be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of except by will or by the laws of descent and
distribution or as may otherwise be required by law; provided, however, that the
Administrator may, subject to such terms and conditions as the Administrator
shall specify, permit the transfer of an Award to a Participant's family members
or to one or more trusts established in whole or in part for the benefit of one
or more of such family members; provided further, that the restrictions in this
sentence shall not apply to the shares received in connection with an Award
after the date that the restrictions on transferability of such shares set forth
in the applicable Award Agreement have lapsed. During the lifetime of a
Participant, a Stock Option or Stock Appreciation Right shall be exercisable
only by, and payments in settlement of Awards shall be payable only to the
Participant, or, if applicable, the family member or trust to whom such Stock
Option, Stock Appreciation Right or other Award has been transferred in
accordance with the previous sentence.

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15.  Recapitalization or Reorganization.

     (a) Authority of the Company and Shareholders. The existence of the Plan,
the Award Agreements and the Awards granted hereunder shall not affect or
restrict in any way the right or power of the Company or the shareholders of the
Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business, any merger or
consolidation of the Company, any issue of stock or of options, warrants or
rights to purchase stock or of bonds, debentures, preferred or prior preference
stocks whose rights are superior to or affect the Common Stock or the rights
thereof or which are convertible into or exchangeable for Common Stock, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

     (b) Change in Capitalization. Notwithstanding any provision of the Plan or
any Award Agreement, in the event of any change in the outstanding Common Stock
by reason of a stock dividend, recapitalization, reorganization, merger,
consolidation, stock split, combination or exchange of shares or any other
significant corporate event affecting the Common Stock, the Committee, in its
discretion, may make (i) such proportionate adjustments it considers appropriate
(in the form determined by the Committee in its sole discretion) to prevent
diminution or enlargement of the rights of Participants under the Plan with
respect to the aggregate number of shares of Common Stock for which Awards in
respect thereof may be granted under the Plan. The number of shares of Common
Stock covered by each outstanding Award, and the exercise or Award prices in
respect thereof and/or (ii) such other adjustments as it deems appropriate. The
Committee's determination as to what, if any, adjustments shall be made shall be
final and binding on the Company and all Participants.

16.  Change in Control.

     (a) If, within two (2) years following a Change in Control which occurs
after the Effective Date, a Participant's employment with the Company or any
Subsidiary is involuntarily terminated by the Company or any Subsidiary, whether
or not for Cause (as defined in Section 8) (unless the Change in Control occurs
within two years after the Effective Date and such result would, in the
reasonable opinion at the Company's Independent accountants delivered prior to
the effective date of such Change in Control, preclude the event giving rise to
such Change in Control from being accounted for as a pooling of interests) (i)
all Stock Options or Stock Appreciation Rights of such Participant then
outstanding shall become fully exercisable as of the date of the Change in
Control, whether or not then exercisable, (ii) all restrictions and conditions
of all Stock Awards of such Participant then outstanding shall lapse as of the
date of the Change in Control, and (iii) all Performance Share Awards of such
Participant shall be deemed to have been fully earned as of the date of the
Change in Control. In addition, in the event of a Change in Control occurring
after the Effective Date, the Board or the Committee may (unless the Change in
Control occurs within two years after the Effective Date and such result would,
in the reasonable opinion of the Company's independent accountants delivered
prior to the effective date of such Change in Control, preclude the event giving
rise to such Change in Control from being accounted for as a pooling of
interests), in its sole discretion, make any or all of the following
adjustments: (A) by written notice to each holder of a Stock Option (an
"Optionee") provide that such Optionee's Stock Options shall be cancelled unless
exercised within thirty (30) days (or such longer period as the Board or the
Committee, as the case may be, shall determine) alter the date of such notice;
(B) provide for the payment upon termination or cancellation of a Stock Option
(whether or not such Stock Option is otherwise exercisable) of an amount in cash
or Securities equal to: (x) the excess, if any, of the aggregate Fair Market
Value as of the data of such Change in Control of the Common

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<PAGE>

Stock then subject to the Stock Option over the product of the number of shares
of Common Stock then subject to the Stock Option and the exercise price, less
(y) an amount equal to the federal, state and local taxes, if any, required to
be withheld or paid as a result of such payment; and (C) make any other
adjustments, or take other reasonable action, as the Board or the Committee, as
the case may be, deem appropriate provided that no such action impairs any
rights that an Optionee has under the Plan without such Optionee's consent.

17.  Amendment of the Plan; Amendment of Outstanding Stock Options. The Board or
Committee may at any time and from time to time terminate, modify, suspend or
amend the Plan in whole or in part; provided, however, that no such termination,
modification, suspension or amendment shall be effective without shareholder
approval if such approval is required to comply with any applicable law or stock
exchange rule; and provided further, that the Board or Committee may not,
without shareholder approval, amend the Plan if such amendment could, at the
time of such amendment, reasonably be expected to result in a material: (i)
increase the benefits accruing to participants under the Plan; (ii) increase the
aggregate number of shares issuable under the Plan; or (iii) modification of the
requirements as to eligibility for participation in the Plan. No termination,
modification, suspension or amendment of the Plan shall, without the consent of
a Participant to whom any Awards shall previously have been granted, adversely
affect his or her rights under such Awards. Notwithstanding any provision herein
to the contrary, the Board or Committee shall have broad authority to amend the
Plan or any Stock Option to take into account changes in applicable tax laws,
securities laws, accounting rules and other applicable state and federal laws.

18.  No Repricing of Stock Options. Notwithstanding any provision in the Plan to
the contrary, the Committee shall not permit the repricing of Stock Options by
any method, including by cancellation and reissuance, without first obtaining
shareholder approval.

19.  Miscellaneous.

     (a) Tax Withholding. No later than the date as of which an amount first
becomes includible in the gross income of the Participant for applicable income
tax withholding purposes with respect to any award under the Plan, the
Participant shall pay to the Company or make arrangements satisfactory to the
Administrator regarding the payment or any federal, state or local taxes of any
kind required by law to be withheld with respect to such amount. Unless
otherwise determined by the Administrator, in accordance with rules and
procedures established by the Administrator, the minimum required withholding
obligations may be settled with Common Stock, including Common Stock that is
part of the award that gives rise to the withholding requirement. The obligation
of the Company under the Plan shall be conditioned upon such payment or
arrangements and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
Participant.

     (b) Election to Withhold Shares. If the Committee so permits, a Participant
may elect to satisfy the Company's income tax withholding obligation with
respect to a Stock Option by having shares withheld up to an amount that does
not exceed the Participant's maximum marginal tax rate for federal (including
FICA), state and local tax liabilities. The election must be in a form and
manner prescribed by the Committee and shall be subject to the prior approval of
the Committee.

     (c) No Right to Grants or Employment. No Eligible Individual or Participant
shall have any claim or right to receive grants of Awards under the Plan.
Nothing in the Plan or in any Award or Award Agreement shall confer upon any
employee of the Company or any Subsidiary any right to

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<PAGE>

continued employment with the Company or any Subsidiary, as the case may be, or
interfere in any way with the right of the Company or a Subsidiary to terminate
the employment of any of its employees at any time, with or without cause.

     (d) Unfunded Plan. The Plan is intended to constitute an unfunded plan for
incentive compensation. With respect to any payments not yet made to a
Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of the
Company. In its sole discretion, the Administrator may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Common Stock or payments in lieu thereof with respect to awards
hereunder.

     (e) Other Employee Benefit Plans. Payments received by a Participant under
any Award made pursuant to the provisions of the Plan shall not be included in,
and shall not affect the determination of benefits under any other employee
benefit plan or similar arrangement provided by the Company or any Subsidiary.

     (f) Securities Law Restrictions. The Administrator may require each
Eligible Individual purchasing or acquiring shares of Common Stock pursuant to a
Stock Option or other Award under the Plan to represent to and agree with the
Company in writing that such Eligible Individual is acquiring the shares for
investment and not with a view to the distribution thereof. All certificates for
shares of Common Stock delivered under the Plan shall be subject to such stock
transfer orders and other restrictions as the Administrator may deem advisable
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, the New York Stock Exchange or any other exchange upon
which the Common Stock is then listed, and any applicable federal or state
securities law, and the Administrator may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions. No
shares of Common Stock shall be issued hereunder unless the Company shall have
determined that such issuance is in compliance with, or pursuant to an exemption
from, all applicable federal and state securities laws.

     (g) Compliance with Rule 16b-3.

            (i)  The Plan is intended to comply with Rule 16b-3 under the
Exchange Act or its successors under the Exchange Act and the Administrator
shall interpret and administer the provisions of the Plan or any Award Agreement
in a manner consistent therewith. To the extent any provision of the Plan or
Award Agreement or any action by the Administrator fails to so comply, it shall
be deemed null and void, to the extent permitted by law and deemed advisable by
the Administrator. Moreover, in the event the Plan or an Award Agreement does
not include a provision required by Rule 16b-3 to be stated therein, such
provision (other than one relating to eligibility requirements, or the price and
amount of Awards) shall be deemed automatically to be incorporated by reference
into the Plan or such Award Agreement insofar as Participants subject to Section
16 of the Exchange Act are concerned.

            (ii) Notwithstanding anything contained in the Plan or any Award
Agreement to the contrary, if the consummation of any transaction under the Plan
would result in the possible imposition of liability on a Participant pursuant
to Section 16(b) of the Exchange Act, the Administrator shall have the right, in
its sole discretion, but shall not be obligated, to defer such transaction to
the extent necessary to avoid such liability.

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<PAGE>

     (h) Award Agreement. In the event of any conflict or inconsistency between
the Plan and any Award Agreement, the Plan shall govern, and the Award Agreement
shall be interpreted to minimize or eliminate any such conflict or
inconsistency.

     (i) No Fractional Shares. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Option. The Committee shall
determine whether cash, other awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated

     (j) Headings. Section headings are for reference only. In the event of a
conflict between a title and the content of a Section, the content of the
Section shall control.

     (k) Expenses. The costs and expenses of administering the Plan shall be
borne by the Company.

     (l) Applicable Law. . The validity, construction, interpretation and effect
of the Plan and Option Instruments issued under the Plan shall exclusively be
governed by and determined in accordance with the law of the State of Delaware,
without giving effect to the conflicts of laws principles thereof.

     Effective Date. The Plan, as amended, restated and renamed as set forth in
this document, shall be effective as of April 23, 2002. Effective as of October
30, 2002, subject to approval by the shareholders of AmerisourceBergen
Corporation at the annual meeting of shareholders to be held on February 27,
2003, the Plan was further amended, among other purposes, to increase the number
of shares issuable under the Plan. Effective as of April 22, 2003, the Plan was
further amended to include certain operational provisions.

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