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                                                               EXHIBIT 10-AA(iv)


                      BINDLEY WESTERN INDUSTRIES, INC.
                         PROFIT SHARING 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. Profit Sharing 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)             "Account" means, with respect to a Participant, the
        bookkeeping account that serves as a record of the contributions and
        interest credited to the Participant under the terms of this Plan.

        (a)             "Allocation Percentage" means, with respect to a
        Participant for a Plan Year of the Profit Sharing Plan, the percentage
        obtained by dividing the total contributions and forfeitures allocated
        to the Participant's account in the Profit Sharing Plan by that portion
        of his Compensation taken into account for those allocations under the
        Profit Sharing Plan.

        (a)             "Applicable Interest Rate" means, with respect to a
        Plan Year, the rate of return of the Standard & Poor's 500 Index for
        the Plan Year.


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        (a)             "Beneficiary" means, with respect to a Participant, the
        person or persons designated pursuant to Section  6.9 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 6.5(b).

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

        (a)             "Committee" means a committee comprised 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 compensation as defined for purposes of
        the Profit Sharing Plan for the Plan Year, but without regard to the
        limitation imposed by Code Paragraph 401(a)(17).

        (a)             "Designated Participant" means a Participant designated
        by the Committee to receive special contributions pursuant to Section
        5.2.

        (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.


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        (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.

        (a)             "Limited Compensation" means, with respect to a
        Participant for a Plan Year, that portion of the Participant's
        Compensation not in excess of the limitation in effect under the Code
        Paragraph 401(a)(17) for the Plan Year.

        (a)             "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, 1994.

        (a)             "Pre 94 Compensation" means, with respect to a
        Participant for a Plan Year, that portion of the Participant's
        Compensation not in excess of the limitation in effect under Code
        Paragraph 401(a)(17) for 1993, increased for each Plan Year in
        accordance with Code Subsection 415(d).

        (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
        4.3(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.


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        (a)             "Schedule A" means the Schedule A attached to this Plan
        for the purpose of determining the benefits payable under Section 6.8
        in connection with a Participant's death.
        (b)             "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 was guilty of conduct
        constituting cause and specifying the particulars of the conduct in
        detail.

        (a)             "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.

        (a)             "Unforeseeable Emergency" means, for the purpose of
        Section 6.7, 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.




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        (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.


                               I        ARTICLE

                        ELIGIBILITY AND PARTICIPATION

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

1               Section 3.  Date of Participation.  An Eligible Employee shall
become a Participant on the date 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 receive contributions under Article V but shall
continue to have an Account and to be credited with interest on his Account
under Section 4.2 (until that Account is fully distributed pursuant to Article
VI or forfeited pursuant to Section 4.6), and, except as provided in Section
4.6, the Participant shall be entitled to receive benefits under Article VI.

                               I        ARTICLE

                           PARTICIPANTS' 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 contributions pursuant to
Article V and interest pursuant to Section 4.2.  Each Participant shall have a
separate Account.  The Participant's interest in his Account shall be subject
to forfeiture pursuant to Section 4.6, but shall otherwise be fully vested at
all times.  Notwithstanding the preceding sentence, the Participant's interest
in his Account shall be subject to the claims of the Company's general
creditors in the event the Company becomes Insolvent.

1               Section 4.  Interest on Accounts.  A Participant's Account
shall be deemed to bear interest from the date it is established to the date
the entire Account is distributed pursuant to Article VI or forfeited pursuant
to Section 4.6.  Interest shall be credited at the end of each Plan Year at the
Applicable Interest Rate.



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2               Section 4.  Accounts Unfunded.

        (a)             Accounts shall be accounting accruals, in the names of
        Participants, on the Employer's books.  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' 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).

1               Section 4.  Valuation of Accounts.  The value of a
Participant's Account as of any date shall equal the dollar amount of any
contributions credited to the Account pursuant to Article V, increased or
decreased by any earnings or losses deemed to be credited to the Account
in accordance with Section 4.2, and decreased by the amount of any payments
made from the Account to the Participant or his Beneficiary pursuant to Article
VI.  In the event that a Participant dies before his Account has been
distributed, the value of the Participant's Account shall be adjusted in
accordance with Section 6.8.

1               Section 4.  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 Account as of the end of
that Plan Year.

1               Section 4.  Forfeiture on Termination for Cause.  In the event a
Participant is Terminated for Cause before his Account is fully distributed,
then his entire remaining Account shall be forfeited upon his Termination of
Employment, and neither he nor his Beneficiary shall be entitled to any further
benefits under the Plan.  Notwithstanding the foregoing, any amounts credited
to a Participant's Account pursuant to Section 5.3 shall not be forfeitable
pursuant to this Section.



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                               I        ARTICLE

                                CONTRIBUTIONS

(a)             Section 5.  Basic Contributions.  For each Plan Year there
shall be credited to the Account of each Participant who commenced
participation before or during the Plan Year (and who has not become ineligible
pursuant to Section 3.3), a contribution equal to the difference between  the
Participant's Allocation Percentage multiplied by his Pre 94 Compensation and,
the Participant's Allocation Percentage multiplied by his Limited Compensation.
Contributions with respect to a Participant for a Plan Year shall be credited
to the Participant's Account as of the first day of the following Plan Year.

(1)             Section 5.  Special Contributions for Designated Participants.
For each Plan Year, the Account of any Participant who is a Designated
Participant for the Plan Year shall be credited with a special contribution
equal to the difference between  $30,000 and  the sum of  the contribution
credited to the Participant's Account pursuant to Section 5.1 for the Plan Year
plus  the employer contribution (not including elective contributions made
pursuant to Code Subsection 401(k)) allocated to the Designated Participant's
account in the Profit Sharing Plan for the Plan Year.

1               Section 5.  Additional Contribution for William E. Bindley.
For the Plan Year commencing on January 1, 1996, the Account of Mr. William E.
Bindley in this Plan shall be credited with a special contribution equal to the
sum of (a) the sum of the difference between (1) and (2) for each calendar year
beginning with the 1989 calendar year and ending with the 1993 calendar year,
where (1) is the lesser of $30,000 and Mr. Bindley's Allocation Percentage for
that calendar year multiplied by his Compensation for that calendar year and
(2) is the contributions and forfeitures allocated to Mr. Bindley's account in
the Profit Sharing Plan for that calendar year, and (b) an amount equal to the
interest that would have been earned on those amounts during those calendar
years if one-third of the amounts had been invested in the Nations Prime Fund
Trust and two-thirds of the amounts had been invested in the Nations Strategic
Fixed Income Fund.

                               I        ARTICLE

                          DISTRIBUTION OF BENEFITS

1               Section 6.  General Distribution Rules.

        (a)             General Provisions.  Except as otherwise provided in
        Sections 6.2 through 6.7, a Participant's Account shall be distributed
        to the Participant (or to his Beneficiary in the event of his death) in
        the form and at the time elected by the Participant pursuant to
        Subsection (b).

        (a)       Participant's Election.  Upon commencing participation in the
        Plan, the Participant shall make an election, in writing and pursuant
        to rules


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        established by the Committee, selecting the form and time for the
        payment of his benefits from among the options described in this
        Subsection.  A Participant may, at any time, change his election
        effective as of the first day of the next Plan Year, but the
        Participant's new election shall apply only to amounts credited to his
        Account after the effective date of the new election.

             (1)        Form of Distribution.  A Participant may elect to have
             his Account distributed in one of the following forms:

                 (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 benefits 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 6.2 through 6.8, the Participant's benefits 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 6.  Distribution of Additional Amounts.  Any amounts
contributed pursuant to Section 5.3 shall be distributed in five substantially
equal annual installments as provided in this Section until all of the amounts
have been distributed.  The first annual installment shall be paid on the first
day of the month immediately following the earliest of the Participant's death,
Disability, Retirement, or other Termination of Employment.  Subsequent annual
installments shall be paid on the anniversary of the initial payment.

1               Section 6.  Distribution Upon Disability.  Notwithstanding
Section 6.1, if a Participant incurs a Disability, the Participant's 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 6.  Distribution Upon Termination of Employment Before
Retirement.  Notwithstanding Section 6.1, if a Participant incurs a Termination
of Employment other than a Retirement or a Termination for Cause, the
Participant's 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 Participant's Termination of Employment.



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1               Section 6.  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 8.2, a Participant's Account shall be
distributed to the Participant (or, in the event of the Participant's death,
before distribution, 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 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 the




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        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 the reorganization,
        merger, or consolidation in substantially the same proportions as their
        ownership, immediately prior to the 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,
        25% or more of the outstanding Company common stock or Company voting
        securities, as the case may be) beneficially owned, directly or
        indirectly, 25% or more of, respectively, the then outstanding shares
        of common stock of the corporation resulting from the reorganization,
        merger, or consolidation, or the combined voting power of the then
        outstanding voting securities of such 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 that corporation and the combined
        voting power of the then outstanding voting securities of the
        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 Corporation 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 the corporation were
        members of the Incumbent




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        Board at the time of the execution of the initial agreement or action
        of the Board providing for the 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 constituue a sale or other disposition of all or
        substantially all of the assets of the Company under this Paragraph
        6.5(b)(4).

1               Section 6.  Distribution of Small Amounts.  Notwithstanding
Section 6.1, if a Participant's Account is distributable pursuant to this
Article on account of death, Retirement, or Termination of Employment and the
remaining value of his Account (other than that portion, if any, of his Account
consisting of amounts contributed pursuant to Section 5.3) does not exceed
$10,000.00, the balance of his Account (other than the portion, if any,
consisting of amounts contributed pursuant to Section 5.3) shall be distributed
in a lump sum payment to the Participant (or, in the event of his death, to his
Beneficiary).

1               Section 6.  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 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.
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
the Profit Sharing Plan or the Bindley Western Industries, Inc. 401(k) Excess
Plan.

1               Section 6.  Death Benefits.  In the event that a Participant
dies before his 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 Account immediately before his death, then the value of the
Participant's 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 6.1, subject to Sections 6.2 through 6.7

1               Section 6.  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




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<PAGE>   12
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.


                               I        ARTICLE

                               ADMINISTRATION

1               Section 7.  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 7.  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 7..  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



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<PAGE>   13
        (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.


                               I        ARTICLE

                          AMENDMENT AND TERMINATION

1               Section 8.  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 6.5 within three years of a Change in Control.

1               Section 8.  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 a Change in Control
and all Participants' Accounts shall be distributed in accordance with Section
6.5.  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 9.  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 benefits 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 9.  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.




                                    -13-
<PAGE>   14



1               Section 9.  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 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 9.  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 9.  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 9.  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
any amounts contributed pursuant to Section 5.3.  If a Participant makes any
material misstatement of information or nondisclosure of medical history, then
no distributions with respect to any affected contribution shall be made under
this Plan to the Participant or his Beneficiary, other than payment to that
Participant or his Beneficiary of any amounts contributed pursuant to Section
5.3 with respect to the Participant; 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 9.  Benefit.  This Plan shall be binding upon and
inure to the benefit of the Employer and its successors and assigns.

1               Section 9.  Responsibility for Legal Affect.  Neither the
Committee nor the Company makes any recommendations or warranties, express or
implied, assumes any responsibility concerning the legal context, or other
implications or affects of this Plan.

1               Section 9.  Tax Withholding.  The Employer shall withhold from
any payment made under the Plan such amount or amounts as may be required by
applicable federal, state, or local laws.



                                    -14-


<PAGE>   15




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

                                        BINDLEY WESTERN INDUSTRIES, INC.


                                        By: ______________________________
                                                    (Signature)


                                            ______________________________
                                                     (Office)

ATTEST:

By: ____________________________
            (Signature)

    ____________________________
              (Office)



                                    -15-