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                                                             EXHIBIT 10-Z (iii)



                   PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST

                       Section 401(K) PROFIT SHARING PLAN
                               (NONSTANDARDIZED)

                              ADOPTION AGREEMENT(1)


The Employer(2), designated below, hereby establishes a profit-sharing plan
(optionally including a cash or deferred arrangement (as defined in Section
401(k) of the Internal Revenue Code)) for all Eligible Employees as defined in
this Adoption Agreement pursuant to the terms of the PRISM(R) PROTOTYPE
RETIREMENT PLAN & TRUST BASIC PLAN DOCUMENT # 05.

A.       EMPLOYER INFORMATION:

         1. [ ]  NAME:        Bindley Western Industries, Inc.

         2.      ADDRESS:     10333 N. Meridian Street, Suite 300

         3.      ADDRESS:     Indianapolis, IN  46290

         4.      ATTENTION:     Michael D. McCormick     TELEPHONE: 317-298-9890

         5.      EMPLOYER TAXPAYER IDENTIFICATION NUMBER(3):   84-0601662


B.       BASIC PLAN PROVISIONS:

             1.      PLAN NAME (SELECT ONE):

                 a. [ ]           This plan is established effective _____,
                                  19__, (the "Effective Date") as a profit
                                  sharing plan and trust (optionally with a
                                  "cash or deferred arrangement" as defined in
                                  Code Section 401(k)) to be known as _____
                                  Plan and Trust (the "Plan") in the form of
                                  the PRISM(R) PROTOTYPE RETIREMENT PLAN &
                                  TRUST.





__________________________________

(1) Footnotes in this Adoption Agreement are not to be construed as part of the
    Plan provisions but are explanatory only.  To the extent a footnote is
    inconsistent with the provisions of the Basic Plan Document or applicable
    law, the provisions of the Plan shall be construed in conformity with the
    Basic Plan Document or law.
(2) Terms that are capitalized are defined in the PRISM(R)  PROTOTYPE
    RETIREMENT PLAN & TRUST BASIC PLAN DOCUMENT.  

(3) The Plan will have an individual TIN, distinct from the Employer TIN.
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                 b. [X]           This plan is an amendment and restatement in
                                  the form of the PRISM(R) PROTOTYPE RETIREMENT
                                  PLAN & TRUST, effective January 1, 1996, (the
                                  "Effective Date") of the Profit Sharing Plan
                                  of Bindley Western Industries, Inc. &
                                  Subsidiaries Plan and Trust (the "Plan"),
                                  originally effective as of January 1, 1979
                                  (the "Original Effective Date").

         2.      EMPLOYER'S THREE DIGIT PLAN NUMBER:     001

         3.      COMMITTEE MEMBERS (4):
                          Michael D. McCormick, Kathy Messick, and Mike Shinn

         4.      DEFINITIONS:

                 a.       COMPENSATION for allocation purposes:

                          i   Will be determined over the following
                              applicable period (select only one):

                              (a) [X]          the Plan Year
                              (b) [ ]          the period of Plan participation
                                               during the Plan Year
                              (c) [ ]          a consecutive 12 month period
                                               commencing on _____ and ending
                                               with, or within, the Plan Year.

                          ii      [ ]  If selected, Compensation will include
                                       Employer contributions made pursuant to
                                       a Salary Reduction Agreement, or other
                                       arrangement, which are not includible in
                                       the gross income of the Employee under
                                       Sections 125, 402(e)(3), 402(h)(1)(B) or
                                       403(b) of the Internal Revenue Code.

                          iii Shall NOT include (select as many as desired):

                              (a) [ ]      Bonuses
                              (b) [ ]      Commissions
                              (c) [ ]      Taxable fringe benefits identified
                                           below:

                                           ----- 
                              (d) [X]      Other items of remuneration 
                                           identified below:     
                                           1) Income derived from exercise of
                                           stock options.  2) Any benefit not
                                           included in the employee's taxable
                                           income for the year.

                          iv  Shall be limited to $ _____, which shall be the
                              maximum amount of compensation considered for
                              plan allocation purposes (but not for





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(4) Committee members direct the day to day operation of the Plan. 
    Committee members serve at the pleasure of the Employer.  See Section 11.4
    for changes in Committee membership. If no Committee members are specified,
    the Employer shall assume responsibility for the operations of the Plan.



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                              testing purposes), and may not be an amount in
                              excess of the Internal Revenue Code Section
                              401(a)(17) limit in effect for the Plan Year(5).
                              If no amount is specified, Compensation shall be
                              limited to the Internal Revenue Code Section
                              401(a)(17) amount, as adjusted by the Secretary
                              of the Treasury from time to time.

                 b.       EARLY RETIREMENT DATE:

                          i   [X]          is not applicable to this Plan
                          ii  [ ]          is the latter of the date on which
                                           the Participant attains age _____
                                           (not less than 55) and the date on
                                           which the Participant completes _
                                           Years of Service.

                 C.       HOUR OF SERVICE shall be determined on the basis of
                          the method selected below.  Only one method may be
                          selected.  The method shall be applied to all
                          Employees covered under the Plan as follows (select
                          only one):

                          i   [X]          On the basis of actual hours for
                                           which an Employee is paid, or
                                           entitled to be paid.
                          ii  [ ]          On the basis of days worked.  An
                                           Employee shall be credited with ten
                                           (10) Hours of Service if under
                                           Section 1.1(U) of the Plan such
                                           Employee would be credited with at
                                           least one (1) Hour of Service during
                                           the day.
                          iii [ ]          On the basis of weeks worked.  An
                                           Employee shall be credited with
                                           forty-five (45) Hours of Service if
                                           under Section 1.1(U) of the Plan
                                           such Employee would be credited with
                                           at least one (1) Hour of Service
                                           during the week.
                          iv  [ ]          On the basis of semi-monthly payroll
                                           periods.  An Employee shall be
                                           credited with ninety-five (95) Hours
                                           of Service if under Section 1.1(U)
                                           of the Plan such Employee would be
                                           credited with at least one (1) Hour
                                           of Service during the semi-monthly
                                           payroll period.
                          v   [ ]          On the basis of months worked.  An
                                           Employee shall be credited with one
                                           hundred ninety (190) Hours of
                                           Service if under Section 1.1(U) of
                                           the Plan such Employee would be
                                           credited with at least one (1) Hour
                                           of Service during the month.

                 d.       LIMITATION YEAR shall mean the 12 month period
                          commencing on January 1 and ending on December 31.





__________________________________

(5) If no amount is specified, the maximum amount of Compensation
    allowed under Code Section # 401(a)(17) (the "$150,000 limit" ( "$200,000
    limit"  prior to the Plan Year beginning before January 1, 1994)), as
    adjusted from time to time, shall be used.

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                 e.       NORMAL RETIREMENT DATE for each Participant shall
                          mean (select one):

                          i   [X]          the date the Participant attains
                                           age: 65 (not to exceed 65)
                          ii  [ ]          the latter of the date the
                                           Participant attains age _____ (not
                                           to exceed 65) or the ___ (not to
                                           exceed 5th) anniversary of the
                                           participation commencement date.  if
                                           for the Plan Years beginning before
                                           January 1, 1988, Normal Retirement
                                           Date was determined with reference
                                           to the anniversary of the
                                           participation commencement date
                                           (more than 5 but not to exceed 10
                                           years), the anniversary date for
                                           Participants who first commenced
                                           participation under the Plan before
                                           the first Plan Year beginning on or
                                           after January 1, 1988 shall be the
                                           earlier of (A) the tenth anniversary
                                           of the date the Participant
                                           commenced participation in the Plan
                                           (or such anniversary as had been
                                           elected by the employer, if less
                                           than 10) or (B) the fifth
                                           anniversary of the first day of the
                                           first Plan Year beginning on or
                                           after January 1, 1988.
                                           Notwithstanding any other provisions
                                           of the Plan, the participant
                                           commencement date is the first day
                                           of the first Plan Year in which the
                                           Participant commenced participation
                                           in the Plan.

                 f.       PERMITTED DISPARITY LEVEL, for purposes of allocating
                          Employer Contributions, shall mean (select only one):

                          i   [X]          Not applicable - the Plan does not
                                           use permitted disparity.
                          ii  [ ]          The Taxable Wage Base, which is the
                                           contribution and benefit base under
                                           section 230 of the Social Security
                                           Act at the beginning of the year.
                          iii [ ]          _____ % (not greater than 100%) of
                                           the Taxable Wage Base as defined in
                                           B(4)(f)(ii) above.
                          iV  [ ]          $ _____, provided that the amount
                                           does not exceed the Taxable Wage
                                           Base as defined in B(4)(f)(ii)
                                           above.

                 g.       PLAN YEAR shall mean (select and complete only one of
                          the following):

                          i   [X]          the 12-consecutive month period
                                           which coincides with the Limitation
                                           Year.  The first Plan Year shall be
                                           the period commencing on the
                                           Effective Date and ending on the
                                           last day of the Limitation Year.
                          ii  [ ]          the 12-consecutive month period
                                           commencing on_____, 19__, and each
                                           annual anniversary thereof.
                          iii [ ]          the calendar year (January 1 through
                                           December 31).





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                 h.       QUALIFIED DISTRIBUTION DATE, for purposes of
                          making distributions under the provisions of a
                          Qualified Domestic Relations Order (as defined in
                          Internal Revenue Code Section 414(p)), [X] SHALL 
                          [ ] SHALL NOT be the date the order is
                          determined to be qualified.  If SHALL is selected,
                          the Alternate Payee will be entitled to an immediate
                          distribution of benefits as directed by the Qualified
                          Domestic Relations Order. If SHALL NOT is selected,
                          the Alternate Payee may only take a distribution on
                          the earliest date that the Participant is entitled to
                          a distribution.
                   
                 i.       SPOUSE:
                   
                            [ ]       If selected, Spouse shall mean only that
                                      person who has actually been the
                                      Participant's spouse for at least one
                                      year.
                   
                 j.       YEAR OF SERVICE shall mean:
                   
                          i   For ELIGIBILITY purposes (select one of the
                              following):
                             
                              (a)  [X]         the 12 consecutive months during
                                               which an Employee is credited
                                               with 1000 (not more than 1000)
                                               Hours of Service.
                              (b)  [ ]         a Period of Service (using the
                                               elapsed time method of counting
                                               Service, as described in Section
                                               1.1(N)(3) of the Plan).
                             
                          ii  For ALLOCATION accrual purposes (select one of
                              the following):
                             
                              (a)  [X]         the 12 consecutive months during
                                               which an Employee is credited
                                               with 1000 (not more than 1000)
                                               Hours of Service.
                              (b)  [ ]         a Period of Service (using the
                                               elapsed time method of counting
                                               Service, as described in Section
                                               1.1(N)(3) of the Plan).
                             
                          iii For VESTING service purposes (select one of the
                              following):
                             
                              (a)  [X]         the 12 consecutive months during
                                               which an Employee is credited
                                               with 1000 (not more than 1000)
                                               Hours of Service.
                              (b)  [ ]         a Period of Service (using the
                                               elapsed time method of counting
                                               Service, as described in Section
                                               1.1(N)(3) of the Plan).
                             
                          iv  For purpose of computing Years of Service in
                              plans where Year of Service is defined in terms
                              of Hours of Service), the consecutive 12 month
                              period shall be:
                             
                             
                             
                             
                             
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                              (a) For ELIGIBILITY purposes, the first Year of
                                  Service shall be computed using the 12 month
                                  period commencing on the Employee's date of
                                  hire and ending on the first annual
                                  anniversary of the Employee's date of hire
                                  (the "Initial Computation Period").  In the
                                  event an employee does not complete an
                                  eligibility Year of Service during this
                                  initial computation period, the computation
                                  period shall be (select only one):
                                 
                                  (1)  [ ]        the period commencing on
                                                  each annual anniversary of
                                                  the Employee's date of hire
                                                  and ending on the next annual
                                                  anniversary of the Employee's
                                                  date of hire.
                                  (2)  [X]        the Plan Year, commencing
                                                  with the Plan Year in which
                                                  the Initial Computation
                                                  Period ends.
                                 
                              (b) For VESTING purposes, Years of Service shall
                                  be computed on the basis of:
                                 
                                  (1)  [ ]        the period commencing on
                                                  each annual anniversary of
                                                  the Employee's date of hire
                                                  and ending on the next annual
                                                  anniversary of the Employee's
                                                  date of hire.
                                  (2)  [X]        the Plan Year, commencing
                                                  with the first Plan Year an
                                                  Employee completes an Hour of
                                                  Service.
                                 
                              (c) For ALLOCATION accrual purposes, Year of
                                  Service shall be computed on the basis of the
                                  Plan Year.
                                 
                           v   [X]         For ELIGIBILITY purposes, Years
                                           of Service with the following
                                           Predecessor Employers shall count in
                                           fulfilling the eligibility
                                           requirements for this Plan:        
                                           Kendall Drug Company; 3-C
                                           Medical, Inc.; IV-I, Inc; IV-One
                                           Services, Inc.; National Pharmacy
                                           Providers, Inc.; National Infusion
                                           Services, Inc.
                          
                          vi   [ ]         For VESTING purposes, Years of
                                           Service with the following
                                           Predecessor Employers shall count
                                           for purposes of determining the
                                           nonforfeitable amount of a
                                           Participant's account: _____

         5.      COVERAGE:

                 This Plan is extended by the Employer to the following
                 Employees who have met the eligibility requirements (select as
                 many as appropriate):



                          i   [ ]          All Employees




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                  ii  [ ]          Salaried Employees
                  iii [ ]          Sales Employees
                  iv  [ ]          Hourly Employees
                  v   [ ]          Leased Employees
                  vi  [X]          All Employees except (select as applicable):

                                        (a) [X]   those who are members of a
                                                  unit of Employees covered by
                                                  a collective bargaining
                                                  agreement between the
                                                  Employer and Employee
                                                  representatives, if
                                                  retirement benefits were the
                                                  subject of good faith
                                                  bargaining and if two percent
                                                  or less of the Employees who
                                                  are covered pursuant to that
                                                  agreement are professionals
                                                  as defined in Section
                                                  1.410(b)-9 of the
                                                  Regulations.  For this
                                                  purpose, the term "Employee
                                                  representative" does not
                                                  include any organization more
                                                  than half of whose members
                                                  are Employees who are owners,
                                                  officers, or executives of
                                                  the Employer.
                                        (b) [ ]   those who are nonresident
                                                  aliens (within the meaning of
                                                  Internal Revenue Code Section
                                                  7701(b)(1)(B)) and who
                                                  receive no earned income
                                                  (within the meaning of
                                                  Internal Revenue Code Section
                                                  911(d)(2)) from the Employer
                                                  which constitutes income from
                                                  sources within the United
                                                  States (within the meaning of
                                                  Internal Revenue Code Section
                                                  861(a)(3)).

                          vii   [ ]        Union Employees (who are members of
                                           the following unions or union
                                           affiliates: 

                                           -----
                          viii  [ ]        Other Employees, described as
                                           follows:

                                           -----

         6.      ELIGIBILITY:

                 An Employee covered by the Plan may become a Participant upon
                 completion of the following eligibility requirements:

                 a.  SERVICE(6):

                          i     [ ]        There shall be no minimum service
                                           requirement for an Employee to
                                           become a Participant.





__________________________________

(6) If a fractional year is elected, the elapsed time method of computing
    service shall be used for the fractional year.  Eligibility provisions for
    optional cash or deferred arrangements are contained in Item C of this
    Adoption Agreement.

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                     ii  [X]  The Employee must complete 1  Year
                              of Service (not more than 2 years)
                              to be a Participant for purposes of
                              receiving allocations of Employer
                              Profit Sharing Contributions.

                 b.  AGE:     

                     i   [ ]  There shall be no minimum age
                              requirement for an Employee to become a
                              Participant.   
                     ii  [X]  The Employee must attain age 21 (not more than
                              21) to be a Participant in the Plan.

                 c.  WAIVER OF AGE AND SERVICE REQUIREMENTS:     

                     i   [ ]  Notwithstanding the provisions of Items B(6)(a)
                              and (b), Employees who have not satisfied the age
                              and service requirements, but would otherwise be
                              eligible to participate in the plan, shall be
                              eligible to participate on the Effective Date.

                     ii  [ ]  For new Plans, notwithstanding the provisions of
                              Items B(6)(a) and (b), Employees who have not
                              satisfied the age and service requirements, but
                              would otherwise be eligible to participate in the
                              plan, shall be eligible to participate on the
                              Effective Date.

                 d.  ENTRY DATES:     

                          Upon completion of the eligibility requirements, an
                          Employee shall commence participation in the Plan
                          (select only one):

                     i   [ ]  As soon as practicable under the payroll
                              practices utilized by the Employer, and
                              consistently applied to all Employees, or if
                              earlier, the first day of the Plan Year (7).
                     ii  [ ]  As of the first day of the month following the
                              completion of the eligibility requirements.
                     iii [X]  As of the earliest of the first day of the Plan
                              Year, fourth, seventh or tenth month of the Plan
                              Year next following completion of the eligibility
                              requirements.
                     iv  [ ]  As of the earliest of the first day of the Plan
                              Year or seventh month of the Plan Year next
                              following completion of the eligibility
                              requirements.
                     v   [ ]  As of the first day of the Plan Year next
                              following completion of the eligibility
                              requirements (may only be





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(7) Notwithstanding the foregoing, an Employee who has met the eligibility
    requirements may not enter the Plan later than six months following the
    date on which the Employee first completes the eligibility requirements.

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                              selected if the eligibility year of service
                              requirement is 6 months or less).

         7.      VESTING:

                 a.       The percentage of a Participant's Employer
                          Contribution Account (attributable to Employer Profit
                          Sharing Contributions) to be vested in him or her
                          upon termination of employment prior to attainment of
                          the Plan's Normal Retirement Date shall be (8):

                          COMPLETED YEARS OF SERVICE

                    1       2       3       4       5       6       7          
                 -------------------------------------------------------       
                                                                               
      i   [ ]             100%                                                 
                 ------  ------                                                
      ii  [ ]                     100%                                         
                 ------  ------  ------                                        
      iii [ ]              20%     40%     60%    80%    100%                  
                 ------  ------  ------  ------  ------  ------                
      iv  [X]      0%       0%     20%     40%    60%     80%     100%         
                 ------  ------  ------  ------  ------  ------  ------        
      v   [ ]     10%      20%     30%     40%    60%     80%     100%         
                 ------  ------  ------  ------  ------  ------  ------        
      vi  [ ]                                    100%                          
                 ------  ------  ------  ------  ------                        
      vii [ ]                                                     100%         
                 ------  ------  ------  ------  ------  ------  ------        
      vii [ ] Full and immediate vesting upon entry into the Plan (9)          
        
          Notwithstanding anything to the contrary in the Plan, the amount      
          inserted in the blanks above shall not exceed the limits specified    
          in    Code    Section 411(a)(2).

                 b.       For purposes of computing a Participant's vested
                          account balance, Years of Service for vesting
                          purposes [X] SHALL [ ] SHALL NOT include Years of
                          Service before the Employer maintained this Plan or
                          any predecessor plan, and  [X] SHALL [ ] SHALL NOT
                          include Years of Service before the Employee attained
                          age 18.
                 c.       Notwithstanding the provisions of this Item B(7)(c)
                          of the Adoption Agreement, a Participant shall become
                          fully vested in his Participant's Employer
                          Contribution if: (10)

                          i    [ ]         the Participant's job is eliminated
                                           without the Participant being
                                           offered a comparable position
                                           elsewhere with the Employer.
                          ii   [ ]         for such reason as is described
                                           below:

                                           ------





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(8) Notwithstanding the selection made in this Item B(7)(a), a Participant
    shall be fully vested in his or her Employer Contribution Accounts if the
    Participant dies or becomes Disabled while in the employ of the Employer.
(9) If more than one Year of Service is an eligibility requirement, Item viii
    must be selected.
(10)The provisions of this section will be administered by the Employer on a
    consistent and nondiscriminatory basis.

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         8.      EMPLOYER PROFIT SHARING CONTRIBUTIONS:

                 a.       CONTRIBUTIONS:

                          i  [X] In its discretion, the Employer may contribute
                                 Employer Profit Sharing Contributions to the
                                 Plan.
                          ii [ ] The Employer shall contribute Employer Profit
                                 Sharing Contributions to the Plan in the amount
                                 of _____ % of the Compensation of all Eligible
                                 Participants under the Plan.
                          iii[ ] If selected, the Employer may make Employer
                                 Profit Sharing Contributions without regard to
                                 current or accumulated Net Profits of the
                                 Employer for the taxable year ending with, or
                                 within the Plan Year.
                          iv [ ] If selected, the Employer may designate all or
                                 any part of the Employer Profit Sharing
                                 Contributions as Qualified Nonelective
                                 Contributions, provided, however, that
                                 contributions so designated will be subject to
                                 the same vesting, distribution, and withdrawal
                                 restrictions as Before Tax Contributions (11).

                 b.       ALLOCATIONS:

                          Employer Profit Sharing Contributions shall be
                          allocated to the accounts of eligible Participants
                          according to the following selected allocation
                          formula:

                          i  [X] The Employer Profit Sharing
                                 Contributions shall be allocated to each
                                 eligible Participant's account in the ratio
                                 which the Participant's Compensation bears to
                                 the Compensation of all eligible Participants. 
                                 Employer Profit Sharing Plan Contributions,
                                 shall be allocated to the accounts of
                                 Participants who have completed a Year of
                                 Service (12) (select one):

                                        (a) [ ]   as of the last day of
                                                  the month preceding the month
                                                  in which the contribution was
                                                  made.
                                        (b) [ ]   as of the last day of
                                                  the Plan quarter preceding
                                                  the quarter in which the
                                                  contribution was made.





__________________________________

(11)Amounts designated as Qualified Nonelective Contributions will be allocated
    pursuant to Section 3.1(A)(14) of the Basic Plan Document.
(12)In the event contributions are allocated on a basis other than a full plan
    year, the Year of Service shall be based on the elapsed time method of
    calculation, and a Participant shall be deemed to have completed an
    appropriate Period of Service for allocation purposes if the Participant
    has completed a pro-rata Period of Service corresponding to the interval on
    which contributions are allocated.

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                                        (c)    [X] as of the last day of the 
                                               Plan Year.

                          ii               The Employer Profit Sharing
                                           Contributions shall be allocated in
                                           accordance with the following
                                           formula:

                                        (a)    If the Plan is Top-Heavy, the
                                               contribution shall be first
                                               credited to each eligible
                                               Participant's Account in the
                                               ratio which the Participant's
                                               Compensation bears to the total
                                               Compensation of all eligible
                                               Participants, up to 3% of each
                                               Participant's Compensation.
                                        (b)    If the Plan is Top-Heavy, any
                                               Employer Profit Sharing
                                               Contribution remaining after the
                                               allocation in (a) above shall be
                                               credited to each eligible
                                               Participant's account in the
                                               ratio which the Participant's
                                               Excess Compensation (13) bears to
                                               the total Excess Compensation of
                                               all eligible Participants, up to
                                               3% of each eligible
                                               Participant's Excess
                                               Compensation.
                                        (c)    Any contributions remaining after
                                               the allocation in (b) above
                                               shall be credited to each
                                               eligible Participant's account
                                               in the ratio which the sum of
                                               the Participant's total
                                               Compensation and Excess
                                               Compensation bears to the sum of
                                               the total Compensation and
                                               Excess Compensation of all
                                               eligible Participants, up to an
                                               amount equal to the maximum
                                               Excess Percentage times the sum
                                               of the Participant's
                                               Compensation and Excess
                                               Compensation.  If the Plan is
                                               Top-Heavy, the maximum Excess
                                               Percentage is N/A% (insert
                                               percentage).  If the Plan is not
                                               Top-Heavy, the maximum Excess
                                               Percentage is N/A% (insert
                                               percentage, which shall not
                                               exceed the prior Excess
                                               Percentage limitation specified
                                               by more than 3).

                                  NOTE:        If the Permitted Disparity Level
                                               defined at Item B(4)(f) is the
                                               Taxable Wage Base (which is the
                                               contribution and benefit base
                                               under section 230 of the Social
                                               Security Act at the beginning of
                                               the year), then the maximum
                                               Excess Percentage should be 2.7%
                                               if the Plan is Top-Heavy and
                                               5.7% if the Plan is not
                                               Top-Heavy.

                                               If the Permitted Disparity Level
                                               defined at Item B(4)(f) is
                                               greater than 80% but less than
                                               100% of the Taxable Wage Base,
                                               then the maximum Excess

__________________________________

(13)Excess Compensation means a Participant's Compensation in excess of the
    Permitted Disparity Level specified in the Definitions section of this
    Adoption Agreement.

                                    PAGE 11
<PAGE>   12
                                               Percentage should be 2.4% if the
                                               Plan is Top-Heavy and 5.4% if
                                               the Plan is not Top-Heavy.

                                               If the Permitted Disparity Level
                                               defined at Item B(4)(f) is
                                               greater than the greater of
                                               $10,000 or 20% of the Taxable
                                               Wage Base, but not more than
                                               80%, then the maximum Excess
                                               Percentage should be 1.3% if
                                               the Plan is Top-Heavy and 4.3%
                                               if the Plan is not Top-Heavy.

                                        (d)    Any remaining Employer Profit
                                               Sharing Contribution shall be
                                               allocated among eligible
                                               Participants' accounts in the
                                               ratio which the Participant's
                                               Compensation bears to the total
                                               Compensation of all
                                               Participants.

                          iii  [X]         If selected, and the Employer has
                                           elected to allocate Employer Profit
                                           Sharing Plan Contributions as of the
                                           last day of the Plan Year, a
                                           Participant must be employed by the
                                           Employer on the last day of the Plan
                                           Year in order to receive an
                                           allocation (14).
                          iv   [ ]         A Participant who terminates before
                                           the end of the period for which
                                           contributions are allocated shall
                                           share in the allocation of Employer
                                           Profit Sharing Contributions if
                                           termination of employment was the
                                           result of (select all that apply):

                                           (a) [ ]    retirement
                                           (b) [ ]    disability
                                           (c) [ ]    death
                                           (d) [ ]    other, as specified below:
                                                      ------

         9.      ROLLOVER & TRANSFER CONTRIBUTIONS (SELECT ONE):

                 a.  [X]          Subject to policies, applied in a consistent
                                  and nondiscriminatory manner, adopted by the
                                  Committee, each Employee, who would otherwise
                                  be eligible to participate in the Plan except
                                  that such Employee has not yet met the
                                  eligibility requirements, and each
                                  Participant may make a Rollover Contribution
                                  as described in Internal Revenue Code
                                  Sections 402(a)(5), 403(a)(4) or 408(d)(3).
                 b.  [ ]          Subject to policies, applied in a consistent
                                  and nondiscriminatory manner, adopted by the
                                  Committee, each Participant may make a





__________________________________

14  This option shall only be effective if Item 8(b)(i)(c) has been
    selected. Even if this Item is selected, the provisions of Section 4.8 of
    the Basic Plan Document may supersede this requirement if necessary to
    satisfy Code Sections 401(a)(26) and 410(b).

                                   PAGE 12
<PAGE>   13
                          Rollover Contribution as described in
                          Internal Revenue Code Sections 402(a)(5),
                          403(a)(4) or 408(d)(3).
                 c. [ ]   No Employee shall make Rollover Contributions
                          to the Plan.

         10.     DISTRIBUTIONS:

                 a.       DISTRIBUTIONS UPON SEPARATION FROM SERVICE:

                          The Normal Form of Benefit under the Plan shall be a
                          single lump sum distribution, made [X] (if selected)
                          as soon as administratively practical after receipt
                          of a distribution request from a Participant entitled
                          to a distribution or [ ] (if selected) upon the
                          Participant's attainment of the Plan's Early
                          Retirement Date or the Plan's Normal Retirement Date,
                          whichever is earlier.

                          In addition to the Normal Form of Benefit, the
                          Participant shall be entitled to select from among
                          the following optional forms of benefit specified by
                          the employer (select as many as apply):

                          i   [ ]     Installment payments
                          ii  [ ]     Such other forms as may be specified
                                      below:

                 b.       IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE
                          APPROPRIATE)

                          i  [X]      There shall be no in-service
                                      distribution of Participant account
                                      balances derived from Employer
                                      Profit Sharing Contributions.
                          ii [ ]      Participants may request an
                                      in-service distribution of their
                                      account balance attributable to
                                      Employer Profit Sharing
                                      Contributions, for the following
                                      reasons:

                                        (a) [ ]   For purposes of
                                                  satisfying a financial
                                                  hardship, as determined in
                                                  accordance with the uniform
                                                  nondiscriminatory policy of
                                                  the Committee;
                                        (b) [ ]   Attainment of age 59 1/2 by 
                                                  the Participant; or
                                        (c) [ ]   Attainment of the
                                                  Plan's Normal Retirement Date
                                                  by the Participant.

         11.     FORFEITURES:

                 a.       Forfeitures of amounts attributable to Employer
                          Profit Sharing Contributions shall be reallocated as
                          of:





                                   PAGE 13
<PAGE>   14
                          i   [X]          the last day of the Plan Year in
                                           which the Forfeiture occurred.
                          ii  [ ]          the last day of the Plan Year
                                           following the Plan Year in which the
                                           Forfeiture occurred.
                          iii [ ]          the last day of the Plan Year in
                                           which the Participant suffering the
                                           Forfeiture has incurred five
                                           consecutive One Year Breaks in
                                           Service.

                 b.       Forfeitures of Employer Profit Sharing Contributions
                          shall be reallocated as follows:

                          i   [ ]          Not applicable as Employer Profit
                                           Sharing Contributions are always
                                           100% vested and nonforfeitable.
                          ii  [ ]          Used first to pay the expenses of
                                           administering the Plan, and then
                                           allocated pursuant to one of the
                                           following two options (15):
                          iii [ ]          Forfeitures shall be allocated to
                                           Participant's accounts in the same
                                           manner as Employer Profit Sharing
                                           Contributions, Employer Matching
                                           Contributions, Qualified Nonelective
                                           Contributions or Qualified Matching
                                           Contributions, in the discretion of
                                           the Employer, for the year in which
                                           the Forfeiture arose.
                          iv  [X]          Forfeitures shall be applied to
                                           reduce the Employer Profit Sharing
                                           Contributions, Employer Matching
                                           Contributions, Qualified Nonelective
                                           Contributions or Qualified Matching
                                           Contributions, in the discretion of
                                           the Employer, for the Plan Year
                                           following the Plan Year in which the
                                           Forfeiture arose.

         12.     LIMITATIONS ON ALLOCATIONS:

                 If the Employer maintains or ever maintained another qualified
                 retirement plan in which any Participant in this Plan is (or
                 was) a participant, or could possibly become a participant,
                 the Employer must complete the following:

                 a.       If the Participant is covered under another qualified
                          defined contribution plan maintained by the Employer
                          other than a Master or Prototype Plan:

                          i   [ ]          The provisions of this Plan shall
                                           apply as if the other plan were a
                                           Master or Prototype plan; or,
                          ii  [ ]          The following provisions will be
                                           effective to limit the total Annual
                                           Additions to the Maximum Permissible
                                           Amount, and will properly reduce any
                                           Excess Amounts, in a manner that
                                           precludes Employer discretion:





__________________________________

15  If this option is selected, iii or iv must be selected to reallocate
    Forfeitures of Employer Profit Sharing Contributions remaining after
    expenses of administering the Plan have been paid.

                                    PAGE 14
<PAGE>   15
                                      -----     


                 b.       If the Participant is or ever has been a participant
                          in a qualified defined benefit plan maintained by the
                          Employer, the following provisions will be effective
                          to satisfy the 1.0 limitation of Internal Revenue
                          Code Section 415(e), in a manner that precludes
                          Employer discretion:

                          -----
        
         13. INTERNAL REVENUE CODE Section 411(D)(6) PROTECTED BENEFITS:

             [X]          If selected, the Plan has Internal Revenue Code
                          Section 411(d)(6) Protected Benefits from a prior
                          plan that this Plan amends, that must be protected.

         14.     TOP-HEAVY PLAN PROVISIONS:

                 For each Plan Year in which the Plan is a Top-Heavy Plan the
                 following provisions will apply:

                 a.       The percentage of a Participant's Employer
                          Contribution Account to be vested in him upon
                          termination of employment prior to retirement shall
                          be:

                          i  [X]         a percentage determined in
                                         accordance with the following schedule:


                                           YEARS OF SERVICE          PERCENTAGE
                                           ----------------          ----------
                                           Less than two                   0
                                           Two but less than three        20
                                           Three but less than four       40
                                           Four but less than five        60
                                           Five but less than six         80
                                           Six or more                   100;
      
                          ii   [ ]         100% vesting after _____  (not to
                                           exceed 3) Years of Service;
                                           provided, however, that Years of
                                           Service may not exceed two (2) if
                                           the service requirement for
                                           eligibility exceeds 1 year; or
                          iii  [ ]         computed in accordance with the
                                           vesting schedule selected by the
                                           Employer in Items B(7)(a) or
                                           C(4)(d), as long as the benefits
                                           under the vesting schedule in Items
                                           B(7)(a) or C(4)(d) vest at least as
                                           rapidly as the two options specified
                                           in this Item B(14)(a), above.

                          If the vesting schedule under the Plan shifts in or
                          out of the schedules above for any Plan Year because
                          of the Plan's Top-Heavy status, such shift is an
                          amendment to the vesting schedule and the election in
                          Section 2.2 of the Basic Plan Document applies.





                                    PAGE 15
<PAGE>   16
                 b.       For purposes of minimum Top-Heavy allocations,
                          contributions and forfeitures equal to 3% (not
                          less than 3%) of each Non-key Employee's Compensation
                          will be allocated to each Participant's Contribution
                          Account when the Plan is a Top-Heavy Plan, except as
                          otherwise provided in the Basic Plan Document.  This
                          Item 14 will not apply to any Participant to the
                          extent the Participant is covered under any other
                          plan or plans of the Employer and the Employer
                          completes the following:  (Insert the name of the
                          plan or plans  which will meet the minimum
                          allocation or benefit requirement applicable to
                          Top-Heavy plans.)

                          ------
                 
                 c.       The Valuation Date as of which account balances or
                          accrued benefits are valued for purposes of computing
                          the Top-Heavy Ratio shall be the last day of each
                          Plan Year.
                 d.       If the Employer maintains or has ever maintained one
                          or more defined benefit plans which have covered or
                          could cover a Participant in this Plan, complete the
                          following:

                          Present Value:  For purposes of establishing Present
                          Value to compute the Top-Heavy Ratio, any benefit
                          shall be discounted only for mortality and interest
                          based on the following:

                          Interest rate _____ %           Mortality table ______

         15.     INVESTMENTS:

                 a.       Investments made pursuant to the investment direction
                          provisions of the Basic Plan Document shall be made
                          into any appropriate Investment Fund as selected by
                          the Employer.  In addition, investment of Plan assets
                          is expressly authorized, as required by Revenue
                          Ruling 81-100, in each of the following common or
                          collective funds sponsored by the Trustee, or an
                          affiliate of the Trustee (16):
                              SOCIETY NATIONAL BANK EB MANAGED GUARANTEED
                              INCOME CONTRACT FUND, THE SOCIETY NATIONAL BANK
                              MULTIPLE INVESTMENT TRUST FOR EMPLOYEE BENEFIT
                              TRUSTS, AND OTHER COLLECTIVE TRUSTS EXEMPT FROM
                              TAX UNDER IRC Section 501 AND AS DESCRIBED IN
                              REV. RUL. 81-100.

                 b.  [X]          If selected, an Employer Stock Fund shall be
                                  available as an Investment Fund pursuant to
                                  the terms of the Basic Plan Document.

                                  [ ]    If selected, and an Employer Stock Fund
                                         is available as an Investment Fund,
                                         Participants will have the right,
                                         notwithstanding any other provisions
                                         of the Plan, to direct





__________________________________

(16)This Item is for use in identifying collective trust funds, which, pursuant
    to Revenue Ruling 81-100 must be specifically referenced in the Plan.
    Actual Investment Funds are referenced on the Investment Fund Designation
    form attached to this Adoption Agreement.

                                    PAGE 16
<PAGE>   17
                                           that a portion of the Plan
                                           assets held for their benefit and
                                           invested in the Employer Stock Fund
                                           be diversified pursuant to the
                                           provisions of Section 10.7(F) of the
                                           Basic Plan Document.

                 c.       Participants may make changes of existing account
                          balances and future contributions from among the
                          Investment Funds offered:

                          i   [X]  Once during each business day that the 
                                   Trustee and the New York Stock Exchange are
                                   open.
                          ii  [ ]  Once during each calendar month.
                          iii [ ]  Once during each quarter of the Plan Year.
                          iv  [ ]  Once during each rolling ___ day period.

                 d.  [ ]          If selected, the Participant
                                  shall be restricted in making changes of
                                  existing account balances from any Investment
                                  Fund, as specified in the terms or conditions
                                  of such Investment Fund, and the Employer
                                  shall attach an addendum specifying such
                                  restriction.

                 e.       The Participant will designate into which Investment
                          Funds all contributions to their accounts are made,
                          EXCEPT the following:

                          i    [ ]    Employer Profit Sharing Contributions
                          ii   [ ]    Employer Mandatory Matching Contributions
                          iii  [ ]    Employer Discretionary Matching 
                                      Contributions
                          iv   [ ]    Qualified Matching Contributions
                          v    [ ]    Qualified Nonelective Contributions

                 f.   [ ]         If selected, and to the
                                  extent a selection is made above, the
                                  Employer shall attach an Investment Direction
                                  Addendum specifying how the contributions so
                                  specified shall be invested among the
                                  Investment Fund.

                 g.   [ ]         If selected, the Participant
                                  shall be restricted in the use of the
                                  Employer Stock Fund as an Investment Fund for
                                  designating the investment of contributions
                                  in the Participant's account, as follows:

                                  i    [ ]        The Participant may not
                                                  direct the investment of Plan
                                                  assets held in their account
                                                  into the Employer Stock Fund.
                                  ii   [ ]        The Participant may direct
                                                  ____ % of the following 
                                                  contributions into the 
                                                  Employer Stock Fund:





                                    PAGE 17
<PAGE>   18
                         (a) [ ]   Employer Profit Sharing Contributions
                         (b) [ ]   Employer Mandatory Matching Contributions
                         (c) [ ]   Employer Discretionary Matching Contributions
                         (d) [ ]   Qualified Matching Contributions
                         (e) [ ]   Qualified Nonelective Contributions

             iii [ ]     ___ % of the following contributions will be
                         invested into the Employer Stock Fund, with the 
                         balance   invested among:

                         (a) [ ]  the other Investment Funds,
                                  including the Employer Stock
                                  Fund
                         (b) [ ]  the other Investment Funds, NOT
                                  including the Employer Stock
                                  Fund

  16.     LOANS (SELECT ONE):
  
          a. [X]        Loans may be made from the Plan in accordance with the
                        Basic Plan Document and such policies and procedures as
                        the Committee may adopt and apply on a consistent and 
                        nondiscriminatory basis (17).
                 
          b. [ ]        No loans shall be made from the Plan.

  17.     TRUSTEE:

                 The Trustee of this Plan shall be Key Trust Company of
                 Indiana, N.A. (a bank or trust company affiliated with KeyCorp
                 within the meaning of Internal Revenue Code Section 1504).

  18.     EFFECTIVE DATE ADDENDUM:

          [ ]           If selected, the following provisions shall have the 
                        specified effective dates (which are different from 
                        the date specified in Item B(1)):  
                        ______





__________________________________

(17)  If this option is selected, the Employer must establish appropriate
      procedures for implementation of the Plan's loan program.

                                    PAGE 18
<PAGE>   19
c.       Section 401(K) PLAN PROVISIONS:


         1.      SERVICE:

                 An Eligible Employee shall be required to fulfill the
                 following eligibility service requirements in order to
                 participate in the Plan through a salary reduction agreement
                 and for purposes of receiving an allocation of Employer
                 Matching Contributions:

                 a.  [ ]          The Employee must complete ____ Month of
                                  Service (not more than 1 year) to be a
                                  Participant for purposes of receiving
                                  allocations of Employer Matching
                                  Contributions.
                 b.  [X]          The Employee must complete 1 Year of
                                  Service (not more than 1 year) to be a 
                                  Participant for purposes of entering
                                  into a Salary Reduction Agreement and having 
                                  Employee Before Tax Contributions or Employee
                                  After Tax Contributions contributed to the 
                                  Plan on the Employee's behalf.

         2. EMPLOYEE SALARY DEFERRALS:

                 a.  [X]          Participants shall be entitled to enter into
                                  a Salary Reduction Agreement providing for 
                                  Before Tax Contributions to be made to the
                                  Plan.

                                  i   The minimum Before Tax Contribution shall
                                      be 1% of the Participant's Compensation.
                                  ii  The maximum Before Tax Contribution shall
                                      be 13% of the Participant's Compensation.

                 b.  [ ]          Participants shall be entitled to enter into
                                  a Salary Reduction Agreement providing for 
                                  After Tax Contributions to be made to the 
                                  Plan.

                                  i   The minimum After Tax Contribution shall
                                      be  % of the Participant's Compensation.
                                  ii  The maximum After Tax Contribution shall
                                      be  % of the Participant's Compensation.
                                  iii [ ] If selected, notwithstanding the
                                          above, a Participant shall not be     
                                          able to enter into a Salary Reduction
                                          Agreement providing for After Tax
                                          Contributions to be made to the Plan
                                          unless the Participant has entered
                                          into a Salary Reduction Agreement
                                          that provides for Before Tax
                                          Contributions to be made to the Plan 
                                          in an amount



                                    PAGE 19
<PAGE>   20
                                           of at least ____ % of the
                                           Participant's Compensation.

                 c. [ ]           If selected, a Participant shall be entitled
                                  to enter into a Salary Reduction Agreement
                                  providing that any extraordinary item of
                                  compensation, not yet payable (including
                                  bonuses), be withheld from the Participant's
                                  Compensation and contributed to the Plan as
                                  either a Before Tax Contribution, or After
                                  Tax Contribution (provided such contributions
                                  are authorized above, and to the extent that
                                  such contribution, when aggregated with
                                  either the Participants other Before Tax
                                  Contributions or After Tax Contributions do
                                  not exceed the limitations specified above,
                                  on an annual basis).

         3.      CONTRIBUTION CHANGES:

                 a.       Participants may increase or decrease the amount of
                     contributions made to the Plan pursuant to a Salary
                     Reduction Agreement once each:

                          i    [ ] Plan Year
                          ii   [ ] Semi-annual period, based on the Plan Year
                          iii  [X] Quarter, based on the Plan Year
                          iv   [ ] Month
                          v    [ ] Other, as specified below (provided that it
                                   is at least once per year):
                                   ____            

                     b.   Claims for returns of Excess Before Tax Contributions
                          for the Participant's preceding taxable year must be
                          made in writing, and submitted to the Committee by
                          March 1 (specify a date between March 1 and 
                          April 15). (18)

         4.      EMPLOYER MATCHING CONTRIBUTIONS (19):

                 a.       MANDATORY MATCHING CONTRIBUTIONS:

                          The Employer shall make contributions to the Plan, in
                          an amount as specified below:

                          i [ ]  An amount, equal to _____ % of each 
                                 Participant's Before Tax Contributions,
                                 however, no match shall be made on





__________________________________

18  The date specified is for the refund of amount deferred in excess of
    the Code Section 402(g) limit (the $7,000 limit) for the Participant's
    taxable year.

19  The Employer shall have the right to designate all, or any portion of
    Employer Matching Contributions as Qualified Matching Contributions, which
    shall then be subject to the same vesting, distribution, and withdrawal
    restrictions as Before Tax Contributions.

                                    PAGE 20
<PAGE>   21
                              Participant's Before Tax Contributions in excess
                              of ____ % (or $____) of the Participant's
                              Compensation.
                     ii   [ ] An amount, equal to ____ % of each Participant's
                              After Tax Contributions, but not to exceed ___ %
                              of the Participant's Compensation, or $ ____.
                    iii   [ ] An amount, equal to ____ % of each Participant's 
                              contributions made pursuant to a Salary Reduction
                              Agreement (including both Before Tax
                              Contributions and After Tax Contributions), but
                              only if the Participant has entered into a Salary
                              Reduction Agreement providing for Before Tax
                              Contributions of at least ____ % of the
                              Participant's Compensation, but not to exceed
                              _____ % of the Participant's Compensation,
                              or $ ____. 
                     iv   [ ] An amount equal to the sum of the following:

                              (a) ____ % of the first ___ % of the Participant's
                                  Compensation deferred pursuant to a Salary
                                  Reduction Agreement; plus,
                              (b) ____ % of the next ____ % of the Participant's
                                  Compensation deferred pursuant to a Salary
                                  Reduction Agreement; plus,
                              (c) ____ % of the next ____ % of the Participant's
                                  Compensation deferred pursuant to a Salary
                                  Reduction Agreement, but not to exceed
                                  ____ % of the Participant's Compensation, 
                                  or $ ____. 
                      v   [ ] An amount equal to $ ____, for each
                              Participant who enters  into a Salary  Reduction 
                              Agreement providing  for [ ]  Before Tax
                              Contributions,  [ ] After Tax Contributions, or 
                              [ ] either Before Tax Contributions or After Tax
                              Contributions (or a combination of both) equal to
                              or exceeding ____ % of the Participant's
                              Compensation.  Such contributions shall be made
                              and allocated:

                              (a)  [ ] only during the first Plan Year the
                                       Plan is in effect, or if a restatement,
                                       for the first Plan Year beginning with,
                                       or containing the restatement Effective
                                       Date.

                              (b)  [ ] each Plan Year that a Participant has
                                       in force a Salary Reduction Agreement
                                       meeting the criteria specified above.

                              (c)  [ ] during the first Plan Year that the
                                       Participant participates through a
                                       Salary Reduction Agreement meeting the
                                       criteria specified above.
                              
                              
                              


                                    PAGE 21
<PAGE>   22
                 b.       DISCRETIONARY MATCHING CONTRIBUTIONS:
                   
                          [ ] The Employer shall make contributions to the
                              Plan, in an amount determined by resolution of
                              the Board of Directors on an annual basis.  The
                              Board resolution shall provide for the percentage
                              and/or amount of Before Tax Contributions and/or
                              After Tax Contributions to be matched and the
                              maximum percentage and/or amount of Before Tax
                              Contributions and/or After Tax Contributions
                              eligible for matching.
                   
                 c.       ALLOCATION OF MATCHING CONTRIBUTIONS:
                   
                          Employer Matching Contributions shall be allocated
                          pursuant to the terms of the Basic Plan Document,
                          notwithstanding the foregoing:

                           i   [ ] A Participant who terminates before the
                                   end of the period for which contributions
                                   are allocated shall share in the allocation
                                   of Employer Matching Contributions if
                                   termination of employment was the result of
                                   (select all that apply):

                                   (a)  [ ] retirement
                                   (b)  [ ] disability
                                   (c)  [ ] death
                                   (d)  [ ] other, as specified below:
                                                 ____ 

                          ii   [ ] Employer Matching Contributions shall
                                   be allocated to the accounts of Participants
                                   (select one):
                                        
                                   (a)  [ ] as of each pay period for which
                                            a contribution was made pursuant to
                                            a Salary Reduction Agreement. 
                                   (b)  [ ] semi-monthly.
                                   (c)  [ ] as of the last day of the month
                                            preceding the month in which the
                                            contribution was made.
                                   (d)  [ ] as of the last day of the Plan
                                            quarter preceding the quarter in
                                            which the contribution was made.
                                   (e)  [ ] as of the last day of the Plan year.





                                    PAGE 22
<PAGE>   23
                         iii  [ ]  If selected, the Employer may make
                                   Employer Matching Contributions without
                                   regard to current or accumulated Net Profits
                                   of the Employer for the taxable year ending
                                   with, or within the Plan Year (20).

                 d.       The percentage of a Participant's Employer Matching
                          Contribution Account (21) (attributable to Employer
                          Matching Contributions) to be vested in him or her
                          upon termination of employment prior to attainment of
                          the Plan's Normal Retirement Date shall be (22):

                          COMPLETED YEARS OF SERVICE

                    1       2       3       4       5       6       7          
                 -------------------------------------------------------       
                                                                               
      i   [ ]             100%                                                 
                 ------  ------                                                
      ii  [ ]                     100%                                         
                 ------  ------  ------                                        
      iii [ ]              20%     40%     60%    80%    100%                  
                 ------  ------  ------  ------  ------  ------                
      iv  [ ]                      20%     40%    60%     80%     100%         
                 ------  ------  ------  ------  ------  ------  ------        
      v   [ ]     10%      20%     30%     40%    60%     80%     100%         
                 ------  ------  ------  ------  ------  ------  ------        
      vi  [ ]                                    100%                          
                 ------  ------  ------  ------  ------                        
      vii [ ]                                                     100%         
                 ------  ------  ------  ------  ------  ------  ------        
      vii [ ] Full and immediate vesting upon entry into the Plan              
        
Notwithstanding anything to the contrary in the Plan, the amount
inserted in the blanks above shall not exceed the limits specified in Code
Section 411(a)(2).

                 e.       Notwithstanding the provisions of this Item C(4)(e)
                          of the Adoption Agreement, a Participant shall become
                          fully vested in his Participant's Employer Matching
                          Contribution Account if (23):

                          i    [ ] the Participant's job is eliminated
                                   without the Participant being offered a
                                   comparable position elsewhere with the
                                   Employer.

                          ii   [ ] for such reason as is described below:
                                   ____





__________________________________

20  Net Profits will never be required for the contribution of Before Tax
    Contributions, After Tax Contributions, Qualified Nonelective Contributions
    or Qualified Matching Contributions.
21  Notwithstanding anything in the Adoption Agreement to the contrary, amounts
    in a Participant's account attributable to Before Tax Contributions,
    Qualified Nonelective Contributions, and Qualified Matching Contributions
    shall be 100% vested and nonforfeitable at all time.
22  Notwithstanding the selection made in this Item B(7)(b), a Participant
    shall be fully vested in his or her Employer Contribution Accounts if the
    Participant dies or becomes Disabled while in the employ of the Employer.
23  The provisions of this section will be administered by the Employer on a
    consistent and nondiscriminatory basis.

                                    PAGE 23
<PAGE>   24
                 f.       CORRECTIVE CONTRIBUTIONS:

                          i    [ ] If selected, the Employer shall be
                                   authorized to make Qualified Matching
                                   Contributions, subject to the terms of the
                                   Basic Plan Document, in an amount determined
                                   by resolution of the Board of Directors on
                                   an annual basis.

                          ii   [X] If selected, the Employer shall be
                                   authorized to make Qualified Nonelective
                                   Contributions, subject to the terms of the
                                   Basic Plan Document, in an amount determined
                                   by resolution of the Board of Directors on
                                   an annual basis.

         5.      GAP EARNINGS:

                 [ ]      If selected, Gap Earnings, as defined in
                          Section 3.2(G)(1) of the Basic Plan Document, will be
                          calculated for Excess Elective Deferrals, Excess
                          Contributions and Excess Aggregate Contributions, and
                          refunded to the Participant as provided for in
                          Article III of the Basic Plan Document.

         6.      FORFEITURES:

                 a. Forfeitures of amounts attributable to Employer
                    Matching Contributions shall be reallocated as of:

                          i    [ ] the last day of the Plan Year in which
                                   the Forfeiture occurred.

                          ii   [ ] the last day of the Plan Year following
                                   the Plan Year in which the Forfeiture
                                   occurred.

                          iii  [ ] the last day of the Plan Year in which
                                   the Participant suffering the Forfeiture has
                                   incurred the fifth consecutive One Year
                                   Break in Service.

                 b. Forfeitures of Employer Matching Contributions shall be
                    reallocated as follows:

                          i    [ ] Not applicable as Employer Matching
                                   Contributions are always 100% vested and
                                   nonforfeitable.
                          ii   [ ] Used first to pay the expenses of
                                   administering the Plan, and then allocated
                                   pursuant to one of the following two
                                   options:

                          iii  [ ] Forfeitures shall be allocated to
                                   Participant's accounts in the same manner as
                                   Employer Profit Sharing Contributions,
                                   Employer Matching Contributions, Qualified
                                   Nonelective Contributions or Qualified
                                   Matching Contributions, in the discretion of
                                   the Employer, for the year in which the
                                   Forfeiture arose.





                                    PAGE 24
<PAGE>   25
                          iv   [ ] Forfeitures shall be applied to reduce
                                   the Employer Profit Sharing Contributions,
                                   Employer Matching Contributions, Qualified
                                   Nonelective Contributions or Qualified
                                   Matching Contributions, in the discretion of
                                   the Employer, for the Plan Year following
                                   the Plan Year in which the Forfeiture arose.

          c.  Forfeitures of Excess Aggregate Contributions shall be:

                          i    [ ] Applied to reduce Employer contributions for
                                   the Plan Year in which the excess arose, but
                                   allocated as below, to the extent the excess
                                   exceeds Employer contributions for the Plan
                                   Year, or the Employer has already
                                   contributed for such Plan Year.

                          ii   [ ] Allocated after all other forfeitures
                                   under the Plan:

                                        (a)  [ ]  to the Matching
                                                  Contribution account of each
                                                  Non-highly Compensated
                                                  Participant who made Before
                                                  Tax Contributions or After
                                                  Tax Contributions in the
                                                  ratio which each such
                                                  Participant's Compensation
                                                  for the Plan Year bears to
                                                  the total Compensation of all
                                                  such Participants for the
                                                  Plan Year; or,
                                        
                                        (b)  [ ]  to the Matching
                                                  Contribution account of each
                                                  Non-highly Compensated
                                                  Eligible Participant in the
                                                  ratio which each Eligible
                                                  Participant's Compensation
                                                  for the Plan Year bears to
                                                  the total Compensation of all
                                                  Eligible Participants for the
                                                  Plan Year.

         7.      IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE APPROPRIATE):

                 a.     [ ]       There shall be no in-service
                                  distribution of Participant account balances
                                  derived from Before Tax Contributions
                                  (including Qualified Nonelective
                                  Contributions and Qualified Matching
                                  Contributions treated as Before Tax
                                  Contributions under the terms of the Basic
                                  Plan Document), or Employer Matching
                                  Contributions.

                 b.     [ ]       Participants may request an in-service
                                  distribution of their account balance
                                  attributable to Employer Matching
                                  Contributions, for the following reasons:





                                    PAGE 25
<PAGE>   26
                                  i      [ ]  For purposes of satisfying a
                                              financial hardship, as determined
                                              in accordance with the uniform
                                              nondiscriminatory policy of the
                                              Committee;

                                  ii     [ ]  Attainment of age 59 1/2 by the
                                              Participant; or 

                                  iii    [ ]  Attainment of the Plan's Normal
                                              Retirement Date by the
                                              Participant.

                 c.     [ ]       Participants may request an in-service
                                  distribution of their account balance
                                  attributable to Employee Before Tax
                                  Contributions, for the following reasons:

                                  i      [ ]  For purposes of satisfying a
                                              financial hardship, as determined
                                              by the facts and circumstances of
                                              an Employee's situation, in
                                              accordance with the provisions of
                                              Section 3.9 of the Basic Plan
                                              Document;

                                  ii     [ ]  For purposes of satisfying a
                                              financial hardship, using the
                                              "safe harbor" provisions of
                                              Section 3.9 of the Basic Plan
                                              Document.

                                  iii    [ ]  Attainment of age 59 1/2 by the
                                              Participant; or

                                  iv     [ ]  Attainment of the Plan's Normal
                                              Retirement Date by the
                                              Participant.





                                    PAGE 26
<PAGE>   27



NOTICE:  The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the Plan is
qualified under the provisions of Section 401 of the Internal Revenue Code.  In
order to obtain reliance with respect to the Plan's qualification, the Employer
must apply to the Key District Office of the Internal Revenue Service for a
determination letter.

This Adoption Agreement may only be used in conjunction with Basic Plan
Document # 05.

This Plan document may only be used under the express authority of KeyCorp, its
subsidiaries and affiliates, and is not effective as completed until executed
by a duly authorized officer of KeyCorp, one of its subsidiaries or affiliates,
and approved by KeyCorp's counsel.

KeyCorp, as sponsor, may amend or discontinue this prototype plan document upon
proper notification to all adopting Employers pursuant to Revenue Ruling 89-13.

Failure to properly fill out an Adoption Agreement may result in
disqualification of the Plan, and adverse tax consequences to the Employer and
Plan Participants.

This Plan is sponsored by:

    KeyCorp, on behalf of its operating subsidiaries, banking and 
      trust company affiliates
    127 Public Square
    Cleveland, Ohio  44114
    (800) 982-3811





                                    PAGE 27
<PAGE>   28
    IN WITNESS WHEREOF, the Employer and the Trustee, by their respective duly
authorized officers, have caused this Adoption Agreement to be executed on this
30th day of Nov., 1995.
----       -----    --

EMPLOYER: 
          ----


By: /s/ Michael D. McCormick
    --------------------------------------------
Title: Exec. V.P. & General Counsel
       -------------------------------------------------

                                   
TRUSTEE: 
         ----


By:  /s/ April M. Czenkusch
    --------------------------------------------

Title: Vice President
       -------------------------------------------------

                 and

By: /s/ Thomas M. Getty
    --------------------------------------------
Title: Trust Officer
       -------------------------------------------------


APPROVED ON BEHALF OF TRUSTEE:

                                
                        Initials:                Date:
                                  --------             ----------





                                    PAGE 28
<PAGE>   29
                          INVESTMENT FUND DESIGNATION

   Michael D. McCormick (the "Named Fiduciary"), as an
independent fiduciary with respect to the Profit Sharing Plan
of Bindley Wester Industries, Inc. & Subsidiaries (the "Plan"), an employee
pension benefit plan covered by the applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and its employees
who participate therein (the "Participants"), hereby designates the following
investment funds from among the investment fund options available for adopting
employers of the PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST (as defined in
Section 10.7 of the Plan), available for selection by Participants for the
investment of Plan assets held for their benefit:

         (a)  Victory U.S. Government Obligations Fund
         (b)  Victory Investment Quality Bond Fund
         (c)  Victory Balanced Fund
         (d)  American Washington Mutual Investors Fund
         (e)  Victory Special Value Fund
         (f)  American EuroPacific Growth Fund
         (g)  -----
         (h)  -----

     [X] In addition, if selected, an Employer Stock Fund will also 
be available.

In making the selection of Investment Funds, the Named Fiduciary hereby
confirms and acknowledges that:

        -     The Named Fiduciary has had made available to it copies of the
              prospectuses (to the extent required under applicable federal
              securities law and regulation) for each investment fund available
              for selection by adopting employers of the PRISM(R) PROTOTYPE
              RETIREMENT PLAN & TRUST, and has received copies of each such
              prospectus for the Investment Funds selected;  

        -     The Named Fiduciary acknowledges that the Trustee of the Plan
              may receive certain fees for services provide to, or on behalf of
              an Investment Fund, or the sponsors or distributors thereof,
              pursuant to plans of distribution adopted by the fund under the
              provisions of Rule 12b-1 of the Investment Company Act of 1940,
              and further acknowledges that (i) such fee, if paid, is
              appropriate for services rendered to the fund, and when
              aggregated with other fees for service payable to the Trustee
              constitutes reasonable compensation for the Trustee's services to
              the Plan; and (ii) the Plan will be able to redeem its interest
              in any such Investment Fund on reasonably short notice without
              penalty; 

        -     The Named Fiduciary further acknowledges that it has selected
              the Investment Funds on its determination, after due inquiry,
              that the Investment Funds are appropriate vehicles for the
              investment of Plan assets pursuant to the terms of the Plan,
              considering all relevant facts and circumstances, including but
              not limited to (i) the investment policy and philosophy of the
              Named Fiduciary developed pursuant to ERISA Section 404;  (ii)
              the ability of Participants, using an appropriate mix of
              Investment Funds, to diversify the





                                    PAGE 29
<PAGE>   30
              investment of Plan assets held for their benefit; and, (iii)
              the ability of Participants to, utilizing an appropriate mix of
              Investment Funds, to structure an investment portfolio within
              their account in the Plan with risk and return characteristics
              within the normal range of risk and return characteristics for
              individuals with similar investment backgrounds, experience and
              expectations; and,
         
       -      The Named Fiduciary acknowledges that it has not relied on any
              representations or recommendations from the Trustee or any of its
              employees in selecting the Investment Funds.

The Trustee agrees to follow the Named Fiduciary's direction with respect to
offering the Investment Funds available for selection by the Participants in
the Plan for the investment of Plan assets held for their benefit:

    IN WITNESS WHEREOF, the Employer, by its duly authorized representative,
has executed this document in connection with adoption of the Plan utilizing
the PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST documents, as provided by the
Trustee.


                          NAMED FIDUCIARY: 
                                           -----
               


        By: /s/ Michael D. McCormick
            ---------------------------------

        Title: Exec. V.P. & General Counsel
               ------------------------------

    Seen and accepted by the Trustee, who shall provide the Investment Funds
selected by the Employer pursuant to the terms of this document, and pursuant
to the Plan.

                          TRUSTEE:
                                   -----


       By: /s/ April M. Czenkusch
           ---------------------------

       Title: Vice President
              ------------------------ 




                                    PAGE 30