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                                                                EXHIBIT 10-AA(v)

                        BINDLEY WESTERN INDUSTRIES, INC.
                               401(K) EXCESS PLAN


                                    I ARTICLE

                           NATURE AND PURPOSE OF PLAN

1              Section 1.. Type of Plan. This is a continuation and complete
restatement of the Bindley Western Industries, Inc. 401(k) Excess Plan,
effective _____________, 1996. The Plan is maintained by the Company as an
unfunded, non-qualified deferred compensation plan for a select group of the
Employer's management or highly-compensated employees.

1              Section 1.. Purpose of Plan. The purpose of the Plan is to
provide a means for the payment of deferred compensation to a select group of
key senior management employees of the Employer, in recognition of their
substantial contributions to the operation of the Employer, and to provide those
individuals with additional financial security as an inducement to them to
remain in employment with the Employer.


                                    I ARTICLE

                      DEFINITIONS AND RULES OF CONSTRUCTION

1              Section 2.. Definitions. As used in the Plan, the following words
and phrases, when capitalized, have the following meanings except when used in a
context that plainly requires a different meaning:

     (a)            "Beneficiary" means, with respect to a Participant, the
     person or persons designated pursuant to Section 5.8 to receive benefits
     under the Plan in the event of the Participant's death.

     (a)            "Board of Directors" means the Board of Directors of the
     Company.

     (a)            "Change in Control" means an event described in Subsection
     5.4(b).

     (a)            "Code" means the Internal Revenue Code of 1986, as amended
     from time to time, and interpretive rules and regulations.




                                   10-AA (v)

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     (a)            "Committee" means a committee composed of those members of
     the Compensation and Stock Option Committee of the Board of Directors who
     are not Participants in the Plan.


     (a)            "Company" means Bindley Western Industries, Inc.

     (a)            "Compensation" means, with respect to a Participant for a
     Plan Year, the Participant's salary and bonus for the Plan Year, reduced by
     any salary reductions made by the Participant under a Code Section 125
     cafeteria plan for the Plan Year.

     (a)            "Deferral Account" means, with respect to a Participant,
     the bookkeeping account that serves as a record of the deferrals and
     earnings and losses credited to the Participant under the terms of this
     Plan.

     (a)            "Deferral Agreement" means the written agreement entered
     into between an Eligible Employee and the Employer pursuant to which the
     Eligible Employee elects to participate in the Plan.

     (a)            "Disability" means, with respect to a Participant, the
     Participant's inability by reason of illness or other physical or mental
     disability to perform the duties required by his employment for any
     consecutive 180 day period. The existence of a Disability shall be
     determined by the Committee on the basis of competent medical evidence.

     (a)            "Effective Date" means December 9, 1994.

     (a)            "Eligible Employee" means a key management Employee who is
     selected by the Committee as an individual who has the opportunity to
     impact significantly the annual operating success of the Employer.

     (a)            "Employee" means any person employed by the Employer on a
     full-time salaried basis, including officers of the Company or a Related
     Employer.

     (a)            "Employer" means the Company and any Related Employer.

     (a)            "Insolvent" means, with respect to the Company, the Company
     being unable to pay its debts as they are due, or the Company being subject
     to a pending proceeding as a debtor under the United States Bankruptcy
     Code.


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     (a)            "Investment Options" means, with respect to any Plan Year,
     the investment options available under the Profit Sharing Plan as of the
     first day of the Plan Year. (b) "Participant" means an Eligible Employee
     who becomes a Participant in the Plan pursuant to Section 3.2.

     (a)            "Plan" means this instrument, as amended from time to time,
     and the non-qualified deferred compensation plan so established.

     (a)            "Plan Year" means a calendar year commencing on or after
     January 1, 1995. "Plan Year" also means the period commencing on the
     Effective Date and ending December 31, 1994.

     (a)            "Profit Sharing Plan" means the Profit Sharing Plan of
     Bindley Western Industries, Inc. and Subsidiaries.

     (a)            "Rabbi Trust" means the grantor trust that the Company, in
     its sole discretion, may establish pursuant to Subsection 4.4(b) for the
     deposit of funds to be used for the exclusive purpose of paying benefits
     accrued under the Plan, subject to the claims of the Company's general
     creditors in the event the Company becomes Insolvent.

     (a)            "Related Employer" means any Employer that, together with
     the Company, is under common control or a member of an affiliated service
     group, as determined under Code Subsections 414(b), (c), (m), and (o).

     (a)            "Retirement" means, with respect to a Participant, the
     Participant's Termination of Employment, other than a Termination for
     Cause, on or after the date the Participant attains age 65.

     (a)            "Schedule A" means the Schedule A attached to this Plan for
     the purpose of determining the benefits payable under Section 5.7 in
     connection with a Participant's death.

          (x)  "Termination for Cause" means, with respect to a Participant, a
     Termination of Employment due to fraud, dishonesty, theft of corporate
     assets, or other gross misconduct by the Participant. Notwithstanding the
     foregoing, a Participant shall not be deemed to have incurred a Termination
     for Cause unless and until there shall have been delivered to him a copy of
     a resolution duly adopted by the affirmative vote of not less than a
     majority of the entire membership of the Board of Directors at a meeting
     called and held for the purpose (after reasonable notice to the Participant
     and an opportunity for the Participant, together with his counsel, to be
     heard before the Board of Directors), finding that, in the good faith
     opinion of the Board of Directors, the Participant


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     was guilty of conduct constituting cause and specifying the particulars of
     the conduct in detail.
          (y)  "Termination of Employment" means, with respect to a Participant,
     the cessation of the relationship of Employer and Employee between the
     Participant and the Employer for any reason other than the Participant's
     death or Disability. A Participant shall not be treated as having incurred
     a Termination of Employment until the employment relationship between the
     Participant and all Related Employers has terminated.

          (z)  "Trustee" means the trustee of the Rabbi Trust that the
     Company, in its sole discretion, may establish pursuant to Subsection
     4.4(b).

          (aa) "Unforeseeable Emergency" means, for the purpose of Section 5.6,
     with respect to a Participant or Beneficiary, a severe financial hardship
     to the Participant or Beneficiary resulting from a sudden and unexpected
     illness or accident of the Participant, Beneficiary, or his or her
     dependents; loss of the Participant's or Beneficiary's property due to
     casualty; or other similar extraordinary and unforeseeable circumstances
     arising as a result of events beyond the Participant's or Beneficiary's
     control.

1         Section 2..  Rules of Construction.  The following rules of
construction shall govern in interpreting the Plan:

     (a)            The provisions of this Plan shall be construed and governed
     in all respects under and by the internal laws of the State of Indiana, to
     the extent not preempted by federal law.

     (a)            Words used in the masculine gender shall be construed to
     include the feminine gender, where appropriate, and vice versa.

     (a)            Words used in the singular shall be construed to include
     the plural, where appropriate, and vice versa.

     (a)            The headings and subheadings in the Plan are inserted for
     convenience of reference only and are not to be considered in the
     construction of any provision of the Plan.

     (a)            If any provision of the Plan shall be held to be illegal or
     invalid for any reason, that provision shall be deemed to be null and void,
     but the invalidation of that provision shall not otherwise impair or affect
     the Plan.


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                                    I ARTICLE

                          ELIGIBILITY AND PARTICIPATION

1        Section 3..  Eligibility.  Participation in the Plan is limited to
Eligible Employees.


1        Section 3..  Election to Participate.

     (a)            Election Procedure. Within a reasonable time before the
     beginning of each Plan Year, the Committee shall provide each Eligible
     Employee with a Deferral Agreement. An Eligible Employee may become a
     Participant in the Plan by delivering a completed Deferral Agreement to the
     Committee prior to the first day of the Plan Year. On the Deferral
     Agreement, the Eligible Employee shall indicate the amount or percentage of
     his Compensation to be deferred to the Plan for the Plan Year as an
     elective contribution, subject to the provisions of Subsections (b) and
     (c). On Deferral Agreements for Plan Years beginning after December 31,
     1995, the Eligible Employee also shall indicate whether to contribute to
     the Profit Sharing Plan that portion of his Compensation deferred pursuant
     to the preceding sentence that he can contribute to the Profit Sharing Plan
     for the Plan Year without exceeding the limitations of Code Subsection
     402(g) and Paragraph 401(k)(3) for the Plan Year. Subject to Subsection
     (d), an election made under this Section shall be effective as of the first
     day of the Plan Year, and subject to Subsection (e), the election for any
     Plan Year shall be irrevocable.

     (a)            Initial Deferral. For the Plan Year beginning on the
     Effective Date, each Eligible Employee may elect to defer to the Plan up to
     100% of his bonus, if any, payable for the Plan Year and earned on or after
     the Effective Date.

     (a)            Subsequent Deferrals. For Plan Years beginning after the
     Effective Date, each Eligible Employee may elect to defer under the Plan up
     to 100% of his Compensation. The Participant may elect to defer a different
     portion of his bonus for the Plan Year than he elects to defer with respect
     to the remainder of his Compensation for the Plan Year.

     (a)            New Participant Deferrals. The Committee, in its sole
     discretion, may permit a new Eligible Employee to enroll in the Plan during
     a Plan Year and, no later than 30 days after becoming an Eligible Employee,
     make an irrevocable prospective election to defer a portion of his
     Compensation for the remainder of the Plan Year.


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     (a)            Suspension or Cessation of Deferrals. With the written
     consent of the Committee, a Participant may suspend or cease deferrals, in
     whole or in part, during the course of a Plan Year, due to an Unforeseeable
     Emergency. Suspension or cessation of deferrals shall not in any way affect
     a Participant's rights or benefits with respect to amounts already deferred
     under the Plan. In the event a Participant suspends or ceases deferrals
     pursuant to this Subsection, the Participant shall not be permitted to
     resume deferrals before the first day of the following Plan Year or such
     later date as specified by the Committee.

1         Section 3.. Cessation of Participation. Any Participant who ceases to
be an Eligible Employee, but continues to be an Employee, shall cease to be
eligible to make deferrals under this Article but shall continue to have a
Deferral Account and to be credited with earnings and losses on his Deferral
Account under Section 4.2 (until that Deferral Account is fully distributed
pursuant to Article V) and the Participant shall be entitled to receive benefits
under Article V.


                                    I ARTICLE

                         PARTICIPANTS' DEFERRAL ACCOUNTS

1         Section 4.. Establishment of Accounts. The Committee shall create and
maintain adequate records to disclose the interest in the Plan of each
Participant and Beneficiary. Records shall be in the form of individual
bookkeeping accounts, which shall be credited with deferrals pursuant to Section
3.2 and earnings and losses pursuant to Section 4.2, and debited with any
contributions to the Profit Sharing Plan pursuant to Section 4.4 and any
payments pursuant to Article V. Each Participant shall have a separate Deferral
Account. The Participant's interest in his Deferral Account shall be fully
vested at all times. Notwithstanding the preceding sentence, the Participant's
interest in his Deferral Account shall be subject to the claims of the Company's
general creditors in the event the Company becomes Insolvent.

1        Section 4..  Earnings and Losses.

          (a) Deemed Investment of Deferral Accounts. During each Plan Year, a
     Participant's Deferral Account shall be credited with investment earnings
     and losses as though it is invested, in accordance with the Participant's
     election pursuant to Subsection (b), in one or more of the Investment
     Options. The deemed investment of a Participant's Deferral Account among
     the Investment Options in accordance with the Participant's election is
     solely the measure of the investment performance of the Deferral Account.
     It does not give the Participant any ownership interest in any Investment
     Option, nor does it bind the Company, the Committee, or the Trustee as to
     the investment of any Rabbi Trust or any other amounts represented by the
     Deferral Accounts.

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          (b) Election Procedure. Each Participant, upon first becoming an
     Eligible Employee, may make an initial election, on a form provided by the
     Committee, to allocate his Deferral Account among the Investment Options.
     If the Participant fails to make an initial election, he shall be deemed to
     have elected to allocate his Deferral Account among the Investment Options
     in the same manner as he had allocated the investment of his accounts in
     the Profit Sharing Plan as of the date he first became an Eligible
     Employee. A Participant may change his Investment Option designations (for
     his future deferrals, his existing Deferral Account, or both) once each
     Plan Year, as of the first day of the Plan Year, by filing an appropriate
     election form with the Committee by the prior December 30. Until a
     Participant timely files a new investment election form, his prior
     Investment Option designation shall control.

1         Section 4.. Credits to Deferral Accounts. A Participant's deferrals
pursuant to Section 3.2 shall be credited to his Deferral Account as of the
first day of the month in which the deferred amount would have otherwise been
paid to the Participant as salary or bonus. Earnings and losses on the deemed
investment of the Participant's Deferral Account under Section 4.2 shall be
credited monthly, on the last day of each month, based on the value of the
Participant's Deferral Account as of the first day of the month.

     Section 4.4.  Accounts Unfunded.

     (a)       Deferral Accounts shall be accounting accruals, in the names
     of Participants, on the Employer's books. Deferral Accounts shall be
     unfunded, so that the Employer's obligation to pay benefits under the Plan
     is merely a contractual duty to make payments when due under the Plan. The
     Employer's promise to pay benefits under the Plan shall not be secured in
     any way, and except as provided in Subsection (b) the Company shall not set
     aside or segregate assets for the purpose of paying amounts credited to
     Participants' Deferral Accounts.

     (a)       Notwithstanding the provisions of Subsection (a), the
     Company, in its sole discretion, may establish a Rabbi Trust. The Employer,
     in its sole discretion, may make such contributions to the Rabbi Trust as
     the Committee determines are appropriate to enable the Employer to pay
     benefits under the Plan. Any Rabbi Trust established under this Section
     shall be created pursuant to a written trust document that conforms to the
     model form of rabbi trust agreement approved by the Internal Revenue
     Service in Revenue Procedure 92-64 (as amended from time to time).

      Section 4.5. Valuation of Deferral Accounts. The value of a Participant's
Deferral Account as of any date shall equal the dollar amount of any deferrals
credited to the Deferral Account pursuant to Section 3.2, increased or decreased
by the earnings and losses deemed to be credited to the Deferral Account in
accordance with


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Section 4.2, and decreased by the amount of any contributions made or to be made
from the Deferral Account to the Profit Sharing Plan pursuant to Section 4.4 and
any payments made from the Deferral Account to the Participant or his
Beneficiary pursuant to Article V. In the event that a Participant dies before
his Deferral Account has been distributed, the value of the Participant's
Deferral Account shall be adjusted in accordance with Section 5.7.

         Section 4.6. Annual Report. Within 120 days following the end of each
Plan Year, the Committee shall provide to each Participant a written statement
of the amount standing to his credit in his Deferral Account as of the end of
that Plan Year.

         Section 4.7. Determination and Treatment of Amounts Contributable to
Profit Sharing Plan. As soon as possible for each Plan Year, the Committee shall
determine the amount that each Eligible Employee electing deferrals pursuant to
Section 3.2 can contribute to the Profit Sharing Plan for the same Plan Year
without exceeding the limitations of Code Subsection 402(g) and Paragraph
401(k)(3) for the Plan Year. If an Eligible Employee elected to contribute to
the Profit Sharing Plan that portion of his deferrals that did not exceed the
determined amount, that portion shall be transferred directly to the Profit
Sharing Plan no later than March 15 of the following Plan Year. Alternatively,
if the Eligible Employee elected to receive a lump sum distribution of that
portion of his deferrals that did not exceed the determined amount, that portion
shall be distributed to him no later than March 15 of the following Plan Year.
The earnings and losses credited to the transferred or distributed portion
pursuant to Section 4.3 shall remain in the Eligible Employee's Deferral Account
until distributed pursuant to Article V.

                                    I ARTICLE

                            DISTRIBUTION OF BENEFITS

1        Section 5..  General Distribution Rules.

     (a)       General Provisions. Except as otherwise provided in Section
     5.2 through 5.6, a Participant's Deferral Account shall be distributed to
     the Participant (or to his Beneficiary in the event of his death) as
     provided in this Section.

     (a)       Participant's Election. As part of his Deferral Agreement
     for each Plan Year, a Participant may select, from among the options
     described in this Section, the form and time for the payment of his
     deferrals for the Plan Year (and any investment earnings attributable to
     those deferrals). A Participant's election for each Plan Year shall be
     irrevocable, but the Participant may make a new election for each Plan
     Year's deferrals.


          (1)           Form of Distribution. A Participant may elect to have
          his deferrals (and attributable earnings) for a Plan Year distributed
          in one of the following forms:

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               (A)       A lump sum payment; or

               (A)       Substantially equal annual or quarterly installments
               over a specified number of years not exceeding 15.

          (1)       Time of Distribution. Distribution of a Participant's
          deferral shall commence no later than 30 days after the earlier of the
          Participant's death or his Retirement.

     (a)       Default Procedure. If a Participant fails to make an election
     pursuant to this Section, then, except as otherwise provided in Sections
     5.2 through 5.7, the Participant's deferrals (and attributable earnings)
     shall be distributed in five substantially equal annual installments
     commencing no later than 30 days after the earlier of the Participant's
     death or his Retirement.

1              Section 5.. Distribution Upon Disability. Notwithstanding
Section 5.1, if a Participant incurs a Disability, the Participant's Deferral
Account shall be distributed to the Participant (or, in the event of his death,
to his Beneficiary) in a lump sum payment no later than 30 days after the
Committee determines that the Participant has incurred a Disability.

1              Section 5.. Distribution Upon Termination of Employment Before
Retirement. Notwithstanding Section 5.1, if a Participant incurs a Termination
of Employment other than a Retirement, the Participant's Deferral Account shall
be distributed to the Participant (or, in the event of his death, to his
Beneficiary) in a single lump sum payment no later than 30 days after the
Participant's Termination of Employment.

1              Section 5.. Distribution Upon Plan Termination Due to a Change
in Control. (a) Notwithstanding any other Section, if the Plan terminates upon a
Change in Control as provided in Section 7.2, a Participant's Deferral Account
shall be distributed to the Participant (or, in the event of his death, to his
Beneficiary) in a single lump sum payment no later than 30 days after the Change
in Control occurs.

     (b)            As used in this Plan, the term "Change in Control" means any
of the following events:

     (1)       The acquisition by any individual, entity, or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended, the "Exchange Act") ("any person") of beneficial
     ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
     Act as in effect from time to time) of 25% or more of either (A) the then
     outstanding shares of common stock of the Company or (B) the combined
     voting power of the then

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     outstanding voting securities of the Company entitled to vote generally in
     the election of directors; provided, however, that the following
     acquisitions shall not constitute an acquisition of control: (i) any
     acquisition directly from the Company (excluding an acquisition by virtue
     of the exercise of a conversion privilege); (ii) any acquisition by the
     Company; (iii) any acquisition by any employee benefit plan (or related
     trust) sponsored or maintained by the Company or any Related Employer; (iv)
     any acquisition by any corporation pursuant to a reorganization, merger, or
     consolidation, if, following that reorganization, merger, or consolidation,
     the conditions described in clauses (A), (B), and (C) of paragraph (3) of
     this subsection (b) are satisfied; (v) any acquisition by William E.
     Bindley; or (vi) upon the death of William E. Bindley, any acquisition
     triggered by this death by operation of law, by any testamentary bequest,
     or by the terms of any trust or other contractual arrangement established
     by him.

     (1)            Individuals who, as of the Effective Date, constitute the
     Board of Directors of the Company (the "Incumbent Board") cease for any
     reason to constitute at least a majority of the Board of the Directors;
     provided, however, that any individual becoming a director subsequent to
     the Effective Date whose election or nomination for election by the
     Company's shareholders, with approval by a vote of at least a majority of
     the directors then comprising the Incumbent Board shall be considered as
     though such individual were a member of the Incumbent Board, but excluding,
     for this purpose, any such individual whose initial assumption of office
     occurs as a result of either an actual or threatened election contest (as
     such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
     Exchange Act) or other actual or threatened solicitation of proxies or
     consents by or on behalf of a Person other than the Board.

     (1)            Approval by the shareholders of the Company of a
     reorganization, merger, or consolidation, in each case, unless following
     that reorganization, merger, or consolidation, (A) more than 60% of,
     respectively, the then outstanding shares of common stock of the
     corporation resulting from that reorganization, merger, or consolidation
     and the combined voting power of the then outstanding voting securities of
     that corporation entitled to vote generally in the election of directors is
     then beneficially owned, directly or indirectly, by all or substantially
     all of the individuals and entities who were then beneficiary owners,
     respectively, of the outstanding Company common stock and outstanding
     Company voting securities immediately prior to that reorganization, merger,
     or consolidation in substantially the same proportions as their ownership,
     immediately prior to such reorganization, merger, consolidation of the
     outstanding Company stock and outstanding Company voting securities, as the
     case may be; (B) no Person (excluding the Company, any employee benefit
     plan or related trust of the Company, or the corporation resulting from the
     reorganization, merger, or consolidation, in any Person beneficially
     owning, immediately prior to such reorganization, merger, or consolidation,
     directly or indirectly, twenty-five percent (25%) or more of the
     outstanding Company's common stock or Company voting securities, as the
     case may be) beneficially


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     owned, directly or indirectly, twenty-five percent (25%) or more of,
     respectively, the then outstanding shares of common stock of the
     corporation resulting from that reorganization, merger, or consolidation,
     or the combined voting power of the then outstanding voting securities of
     that corporation entitled to vote generally in the election of directors;
     and (C) at least a majority of the members of the board of directors of the
     corporation resulting from the reorganization, merger, or consolidation
     were members of the Incumbent Board at the time of the execution of the
     initial agreement providing for the reorganization, merger, or
     consolidation.

     (1)       Approval by the shareholders of the Company of (A) a complete
     liquidation or dissolution of the Company or (B) the sale or other
     disposition of all or substantially all of the assets of the Company, other
     than to a corporation with respect to which following such sale or other
     disposition (i) more than 60% of, respectively, then outstanding shares of
     common stock of the corporation and the combined voting power of the then
     outstanding voting securities of such corporation entitled to vote
     generally in the election of directors is then beneficially owned, directly
     or indirectly, by all or substantially all of the individuals and entities
     who were the beneficial owners, respectively of the outstanding Company
     common stock and outstanding Company voting securities immediately prior to
     the sale or other disposition in substantially the same proportion as their
     ownership, immediately prior to the sale or other disposition, of the
     outstanding Company common stock and outstanding Company voting securities,
     as the case may be; (ii) no Person (excluding the Company and any employee
     benefit plan or related trust of the Company or the corporation and any
     Person beneficially owning, immediately prior to the sale or other
     disposition, directly or indirectly, 25% or more of the outstanding Company
     common stock or outstanding Company voting securities, as the case may be)
     beneficially owns, directly or indirectly, 25% or more of, respectively,
     the then outstanding shares of common stock of the corporation and the
     combined voting power of the then outstanding voting securities of the
     corporation entitled to vote generally in the election of directors; and
     (iii) at least a majority of the members of the board of directors of such
     corporation were members of the Incumbent Board at the time of the
     execution of the initial agreement or action of the Board providing for
     such sale or other disposition of the assets of the Company.
     Notwithstanding any other provision of this Subsection, the sale or other
     disposition of all or substantially all of the assets of the Bindley
     Western Drug Company division of the Company shall not constitute a sale or
     other disposition of all or substantially all of the assets of the Company
     under this Paragraph 5.4(b)(4).

1         Section 5.. Distribution of Small Amounts. Notwithstanding Section
5.1, if a Participant's Deferral Account is distributable pursuant to this
Article on account of death, Retirement, or Termination of Employment and the
remaining value of his Account does not exceed $10,000.00, the balance of his
Account shall be distributed in a lump sum payment to the Participant (or, in
the event of his death, to his Beneficiary).


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1         Section 5.. Distribution Upon Financial Emergency. A Participant or
Beneficiary, upon written petition to the Committee, may withdraw some or all of
the balance of the Participant's Deferral Account if the Committee, in its sole
discretion, determines that the requested withdrawal is on account of an
Unforeseeable Emergency and that the amount to be withdrawn does not exceed the
amount necessary to satisfy the Unforeseeable Emergency. The balance of the
Participant's Deferral Account shall not include any amount that the Participant
elected to contribute to the Profit Sharing Plan pursuant to Section 3.2 but
that has not yet been transferred to the Profit Sharing Plan pursuant to Section
4.4. Withdrawals under this Section shall not be permitted to the extent that
the Unforeseeable Emergency may reasonably be relieved through (a) reimbursement
or compensation by insurance or otherwise, (b) liquidation of the Participant's
or Beneficiary's assets (to the extent liquidation would not itself cause a
financial hardship), or (c) suspension or cessation of elective deferrals under
this Plan or the Profit Sharing Plan.

1         Section 5.. Death Benefits. In the event that a Participant dies
before his Deferral Account is completely distributed, his Beneficiary shall be
entitled to a death benefit. The amount of the death benefit payable to the
Beneficiary shall be determined under Schedule A. If the amount of the death
benefit determined under Schedule A is greater than the amount credited to the
Participant's Deferral Account immediately before his death, then the value of
the Participant's Deferral Account shall be adjusted to equal the death benefit
determined under Schedule A. The form and timing of the payment of death benefit
shall be determined pursuant to Section 5.1, subject to Sections 5.2 through 5.6

1        Section 5.. Designation of Beneficiary. A Participant's Beneficiary
shall be the person or persons, including a trustee, designated by the
Participant in writing pursuant to the practices of, or rules prescribed by, the
Committee, as the recipient of any benefits payable under the Plan following the
Participant's death. To be effective, a Beneficiary designation must be filed
with the Committee during the Participant's life on a form prescribed by the
Committee; provided, however, that finalized divorce or marriage (other than a
common law marriage) shall automatically revoke a previously filed Beneficiary
designation, unless in the case of divorce the former spouse was not designated
as the Beneficiary or in the case of marriage the Participant's new spouse is
already the designated Beneficiary. If no person has been designated as the
Participant's Beneficiary, if a Participant's Beneficiary designation has been
revoked by marriage or divorce, or if no person designated as Beneficiary
survives the Participant, the Participant's estate shall be his Beneficiary.


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                                    I ARTICLE

                                 ADMINISTRATION

1         Section 6..  Administrator.  The Committee shall be the Administrator
of the Plan. All decisions of the Committee shall be by a vote of a majority of
its members and shall be final and binding.

1         Section 6.. Notices. Any notice or filing required or permitted to be
given to the Committee under the Plan shall be sufficient if it is in writing or
hand delivered, or sent by registered or certified mail, to any member of the
Committee. The notice or filing shall be deemed made as of the date of delivery,
or if delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.

1         Section 6.. Powers and Duties of the Committee. Subject to the
specific limitations stated in this Plan, the Committee shall have the following
powers, duties, and responsibilities:

     (a)       To carry out the general administration of the Plan;

     (a)       To cause to be prepared all forms necessary or appropriate for
     the administration of the Plan;

     (a)       To keep appropriate books and records;

     (a)       To determine amounts to be distributed to Participants and
      Beneficiaries under the provisions of the Plan;

     (a)       To determine, consistent with the provisions of this instrument
     all questions of eligibility, rights, and status of Participants and
     Beneficiaries under the Plan;

     (a)       To issue, amend, and rescind rules relating to the
     administration of the Plan, to the extent those rules are consistent with
     the provisions of this instrument;

     (a)       To exercise all other powers and duties specifically conferred
     upon the Committee elsewhere in this instrument; and

     (a)       To interpret, with discretionary authority, the provisions of
     this Plan and to resolve, with discretionary authority, all disputed
     questions of Plan interpretation and benefit eligibility.


                                      -13-


<PAGE>   14
                                 I    ARTICLE

                            AMENDMENT AND TERMINATION

1         Section 7.. Amendment. The Company reserves the right to amend the
Plan at any time by action of the Board of Directors, with written notice given
to each Participant in the Plan. The Company, however, may not make any
amendment that reduces a Participant's benefits accrued as of the date of the
amendment unless the Participant consents in writing to the amendment.
Notwithstanding the foregoing, the Company may not amend any of the provisions
of Section 5.4 within three years of a Change in Control.

1          Section 7.. Termination. The Company reserves the right to terminate
the Plan, by action of the Board of Directors, at any time it deems appropriate.
In addition, the Plan shall terminate upon the occurrence of a Change in Control
and all Participants' Accounts shall be distributed in accordance with Section
5.4. Upon termination of the Plan, no further contribution shall be made to the
Plan. Distribution following termination of the Plan, other than a termination
upon a Change in Control, shall be made at the time and under the terms and
conditions as the Company, in its sole discretion, shall determine, which shall
commence no later than the earliest of a Participant's Death, Disability,
Retirement or other Termination of Employment.

                                 I    ARTICLE

                                  MISCELLANEOUS

1         Section 8.. Relationship. Notwithstanding any other provision of this
Plan, this Plan and action taken pursuant to it shall not be deemed or construed
to establish a trust or fiduciary relationship of any kind between or among the
Company, Participants, Beneficiaries or any other persons. The Plan is intended
to be unfunded for purposes of the Code and the Employee Retirement Income
Security Act of 1974, as amended. The rights of Participants and Beneficiaries
to receive payment of deferred compensation under the Plan is strictly a
contractual right of payment, and this Plan does not grant, nor shall it be
deemed to grant Participants, Beneficiaries, or any other person any interest or
right to any of the funds, property, or assets of the Employer other than as an
unsecured general creditor of the Employer.

1         Section 8.. Other Benefits and Plans. Nothing in this Plan shall be
deemed to prevent Participants from receiving, in addition to the benefits
provided for under this Plan, any funds that may be distributable to them at any
time under any other present or future retirement or incentive plan of the
Employer.

1         Section 8.. Anticipation of Benefits. Neither Participants nor
Beneficiaries shall have the power to transfer, assign, anticipate, pledge,
alienate, or otherwise encumber in advance any of the payments that may become
due


                                      -14-


<PAGE>   15


under this Plan, and any attempt to do so shall be void. Any payments that may
become due under this Plan shall not be subject to attachment, garnishment,
execution, or be transferrable by operation of law in the event of bankruptcy,
insolvency, or otherwise.

1         Section 8.. No Guarantee of Continued Employment. Nothing contained
in this Plan or any action taken under the Plan shall be construed as a contract
of employment or as giving any Participant any right to be retained in
employment with the Employer. The Employer specifically reserves the right to
terminate any Participant's employment at any time with or without cause, and
with or without notice or assigning a reason, subject to the terms of any
written employment agreement between the Participant and the Employer.

1         Section 8.. Waiver of Breach. The Company's or the Committee's waiver
of any Plan provision shall not operate or be construed as a waiver of any
subsequent breach by the Participant.

1         Section 8.. Protective Provisions. Each Participant shall cooperate
with the Company and the Committee by furnishing any and all information
requested by the Company or the Committee in order to facilitate the payment of
benefits under the Plan, by taking any physical examinations the Committee may
deem necessary and by taking any other relevant action as may be requested by
the Company or the Committee. If any Participant refuses so to cooperate, the
Company shall have no further obligation to the Participant or his Beneficiary
under this Plan, other than to distribute to the Participant the cumulative
deferrals he has already made pursuant to the Plan. If a Participant makes any
material misstatement of information or nondisclosure of medical history, then
no distributions with respect to any affected deferrals shall be made under this
Plan to the Participant or his Beneficiary, other than payment to that
Participant or his Beneficiary of any cumulative deferrals he has already made
pursuant to the Plan; provided, however, that the Committee may determine that
benefits may be payable in an amount reduced to compensate the Company for any
loss, cost, damage, or expense suffered or incurred by the Company as a result
in any way of the Participant's action, misstatement, or nondisclosure.

1        Section 8..  Benefit.  This Plan shall be binding upon and inure to
the benefit of the Employer and its successors and assigns.

1        Section 8.. Responsibility for Legal Affect. Neither the Committee nor
the Company makes any recommendations or warranties, express or implied, or
assumes any responsibility concerning the legal context or other implications or
affects of this Plan.

1        Section 8.. Tax Withholding. The Employer shall withhold from any
deferrals or from any payment made under the Plan such amount or amounts as may
be required by applicable federal, State, or local laws.


                                      -15-
<PAGE>   16



     Bindley Western Industries, Inc. has caused this restatement of the Plan
to be executed by its duly authorized officers, as of the ____ day of
_________________, 1997.

                                            BINDLEY WESTERN INDUSTRIES, INC.


                                            By:______________________________
                                                         (Signature)

                                               ______________________________
                                                          (Office)

ATTEST:


By: ____________________________
            (Signature)

    ____________________________
               (Office)


                                      -16-