EXHIBIT 99(b)

                           SPLIT DOLLAR INSURANCE PLAN

                                Robert E. Martini
                                -----------------


         THIS PLAN is adopted by agreement between the Company and the owner:

DEFINITIONS:
------------

         A.       "Company":   Bergen   Brunswig   Corporation,   a  New  Jersey
                  corporation, of Orange, California.

         B.       "Insured": Robert E. Martini

         C.       "Insurer": Any life insurance company issuing a Policy.

         D.       "Insured's  Death  Benefit":The  amount listed as at any given
                  time on Exhibit A.

         E.       "Plan Year":  The 12 months  commencing  February 1, 1985, and
                  each consecutive 12 months thereafter.

         F.       "Policy":  The policy or policies of  insurance on the life of
                  the  Insured  issued by the  Insurer  and  listed on Exhibit A
                  annexed  hereto  together  with  any  supplementary  contracts
                  issued by the Insurer in conjunction therewith.

         G.       "Policy Interest":  The Company's Policy Interest shall be the
                  entire value of the Policy less:

                  (a)      The amount of any loans  taken by the  Company to pay
                           premiums or otherwise and secured by the Policy; and

                  (b)      The amount of the Insured's Death Benefit.

         H.       "Owner":  The insured or, if the Insured  assigns his interest
                  under this Plan, the assignee.

RECITALS:
---------

         A.       The  Company  is owner of the  Policy,  and the  Insured  is a
                  valuable  employee  of the  Company.  The  Company  wishes  to
                  continue this  employment  relationship  and, as an inducement
                  thereto,  is  willing  to assist  the Owner in the  payment of
                  premiums on the Policy as an additional  form of  compensation
                  to the Insured as its employee.




                               EXH 99(b) - Page 1


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                  Because the  welfare of the Company  depends on the morale and
                  well-being  of its employees  generally  including the Insured
                  specifically,  the Plan is to be administered in the Insured's
                  best interest,  but this shall not give Robert E. Martini,  in
                  any capacity other than as the Owner, any right to enforce the
                  Plan.

         B.       To carry out the purposes of this Split Dollar Plan, the Owner
                  shall be owner of a portion of the Policy death  benefit equal
                  to the Insured's  Death Benefit.  The existence of the Owner's
                  interest in the Policy  shall be evidenced by filing with each
                  Insurer an assignment in substantially the form annexed hereto
                  as Exhibit B.

         C.       This Plan is intended to qualify as a life insurance  employee
                  benefit plan as described in Revenue Ruling 64-328.

THEREFORE, for value received, it is agreed:

1.       Premium Payments

         (a)      Each annual premium on the policy shall be paid as follows:

                  (1)      The Owner with  respect to any  premium  payable on a
                           Policy  after it is subject  to this Plan,  may pay a
                           portion of the premium equal to the current term rate
                           for  the  Insured's  age  multiplied  by the  current
                           Insured's  Death  Benefit.  Here,  the "current  term
                           rate"  shall  mean  the  lesser  of  the   applicable
                           Insurer's  annual  term  insurance  rate or the rates
                           specified in Revenue Rulings 64-328 and 66-110.

                  (2)      The Company shall pay all premium amounts not paid by
                           the  Owner,  and may do so  either  in cash or Policy
                           loans or other loans.

         (b)      The Owner's premium share shall be remitted to the Company for
                  transmission to the Insurer,  and the Company's  premium share
                  shall be remitted to the Insurer,  both before  expiration  of
                  the grace period.

         (c)      Dividends  on the  Policy  shall be  applied as elected by the
                  Company.

         (d)      The Policy may, at the Company's  discretion,  provide for the
                  waiver of premium on  disability.  If it does so provide,  the
                  cost thereof shall be borne by the Company.

2.       Rights of Parties

         (a)      The Owner shall be owner of that portion of the Policy's death
                  benefit  equal to the  Insured's  Death  Benefit on Exhibit A,
                  with the right to designate beneficiaries for the portion.



                                 EXH 99(b) - Page 2
<PAGE>


         (b)      The  Company  shall be owner of all other  rights  of  "owner"
                  under the terms of the Policy  including,  but not limited to,
                  the right to designate  beneficiaries,  select  settlement and
                  dividend options,  borrow on the security of the Policy and to
                  surrender  the Policy;  provided  that the right to  surrender
                  shall not be exercised unless this Plan has terminated.

         (c)      The rights of each party may be  exercised  without  the other
                  party's consent.

3.       Assignments  - The Owner and the Company shall have the right to assign
         any part or all of their  respective  interests  in the Policy and this
         Plan  to  any  person,  entity  or  trust  by  execution  of a  written
         assignment delivered to the other party.

4.       Termination of Plan

         (a)      This  Plan  shall  terminate  on the  first  to  occur  of the
                  following:

                  (1)      Completion of the 23rd Plan Year, January 31, 2008.

                  (2)      The  first  anniversary  of the  date  this  Plan  is
                           signed,  if  the  Company  has  delivered  notice  of
                           termination   to  the   Owner  on  or   before   that
                           anniversary.

         (b)      On any  termination  of this Plan,  the Policy shall revert to
                  the exclusive ownership of the Company.

5.       The Insurer - The Insurer shall be bound only by the  provisions of and
         endorsements  on the Policy,  and any payments made or actions taken by
         it in accordance  therewith  shall fully  discharge it from all claims,
         suits and demands of all person whatsoever. It shall in no way be bound
         by or be deemed to have notice of the provisions of this Plan.

6.       Special Provision - The following  provisions are part of this Plan and
         are intended to meet the requirements of the Employee Retirement Income
         Security Act of 1974:

         (a)      The named fiduciary:   The secretary of the Company.

         (b)      The funding policy under this Plan is that all premiums on the
                  Policy be remitted to the Insurer when due.

         (c)      Direct  payment  by the  Insurer  is the basis of  payment  of
                  benefits  under this Plan,  with those  benefits in turn being
                  based on the payment of premiums as provided in the Plan.

         (d)      For claims procedure  purposes,  the "Claims Manager" shall be
                  Gerald Gutman.



                                 EXH 99(b) - Page 3
<PAGE>


                  (1)      If for any  reason a claim for  benefits  under  this
                           Plan is denied by the  Company,  the  Claims  Manager
                           shall  deliver to the claimant a written  explanation
                           setting  forth the  specific  reasons for the denial,
                           pertinent references to the Plan section on which the
                           denial is based,  such other data as may be pertinent
                           and  information  on the procedures to be followed by
                           the claimant in obtaining a review of his claim,  all
                           written in a manner  calculated  to be  understood by
                           the claimant. For this purpose:

                           (A)      The  claimant's  claim shall be deemed filed
                                    when  presented  orally or in writing to the
                                    Claims Manager.

                           (B)      The Claims Manager's explanation shall be in
                                    writing  delivered to the claimant within 90
                                    days of the date the claim is filed.

                  (2)      The claimant shall have 60 days following his receipt
                           of the  denial of the  claim to file with the  Claims
                           Manager a written  request  for review of the denial.
                           For such review,  the claimant or his  representative
                           may submit pertinent documents and written issues and
                           comments.

                  (3)      The Claims  Manager  shall decide the issue on review
                           and furnish the  claimant  with a copy within 60 days
                           of receipt of the  claimant's  request  for review of
                           his claim. The decision on review shall be in writing
                           and shall include  specific  reasons for the decision
                           written in a manner  calculated  to be  understood by
                           the claimant,  as well as specific  references to the
                           pertinent  Plan  provisions  on which the decision is
                           based.

                           If a copy of the  decision is not so furnished to the
                           claimant  within  such 60 days,  the  claim  shall be
                           deemed denied on review.

         IN WITNESS  WHEREOF the parties  have signed this Plan this 22nd day of
November, 1985.

                                    COMPANY

                                    BERGEN BRUNSWIG CORPORATION


                                    By: /s/ George E. Reinhardt, Jr.
                                    --------------------------------
                                    Title:  Vice President, Finance


                                    OWNER


                                        /s/ Robert E. Martini
                                    --------------------------------
                                            Robert E. Martini




                                 EXH 99(b) - Page 4