Exhibit 10(g)

AMENDED AND RESTATED
1989 STOCK INCENTIVE PLAN OF
BERGEN BRUNSWIG CORPORATION AND
SUBSIDIARY COMPANIES


Section 1.        PURPOSE AND EFFECTIVE DATE OF PLAN

1.1 PURPOSE.  The purpose of the Amended 1989 Stock Incentive Plan (the "Amended
Plan" or "Plan") is to promote the success of Bergen Brunswig  Corporation  (the
"Company") by providing a method whereby  eligible  directors,  officers and key
employees of the Company and its Subsidiary Companies, and other recipients, may
be awarded  additional  remuneration  for services  rendered and encourage  such
persons to invest in the common stock of the Company,  thereby  increasing their
proprietary  interest in the Company's business while encouraging them to remain
in the employ of the Company, or its Subsidiary Companies,  and increasing their
personal  interest in the continued  success and progress of the Company and its
Subsidiary Companies.

1.2 EFFECTIVE DATE. This Plan originally  became  effective on October 20, 1989.
The  amendments to this Plan shall become  effective as of October 20, 1994, the
date of adoption of such  amendments  by the Board of  Directors  of the Company
subject to the ratification by the shareowners of the Company.


Section 2.        DEFINITIONS

2.1 DEFINITIONS. The following terms shall have the meaning described below when
used in this Plan:

         (a)      "Amended  Plan" shall mean the Amended and Restated 1989 Stock
                  Incentive Plan of Bergen  Brunswig  Corporation and Subsidiary
                  Companies.

         (b)      "Award"  means any  Option  or Stock  Appreciation  Right,  or
                  combination thereof, granted under Section 6 of this Plan.

         (c)      "Board"  or  "Board  of  Directors"  shall  mean the  Board of
                  Directors of the Company.

         (d)      "Code" shall mean the Internal Revenue Code of 1986, as it may
                  be amended from time to time.

         (e)      "Committee"   shall   mean   the   Compensation/Stock   Option
                  Committee, or any successor committee,  appointed from time to
                  time by the Board of Directors to administer the Plan pursuant
                  to Section 3.


                                 EXH 10(g) - Page 1
<PAGE>


         (f)      "Common Stock" shall mean the Company's  Class A Common Stock,
                  par value  $1.50.

         (g)      "Company" shall mean Bergen Brunswig Corporation, a New Jersey
                  corporation  or any  successor  to it in  ownership  of all or
                  substantially all of its assets.

         (h)      "Disability" shall mean a medically  determinable  physical or
                  mental  impairment  which has made an individual  incapable of
                  engaging  in any  substantial  gainful  activity.  A condition
                  shall  be  considered  a  Disability  only  if  (1)  it can be
                  expected to result in death or has lasted,  or can be expected
                  to last,  for a  continuous  period  of not less  than  twelve
                  months, and (2) the Committee,  based on medical evidence, has
                  expressly determined that such impairment exists.

         (i)      "Director Stock Option" means an option granted to an Eligible
                  Director  under Section 7 of this Plan.  Each  Director  Stock
                  Option shall be a Nonstatutory Stock Option whose grant is not
                  intended  to fall under the  provisions  of Section 422 of the
                  Code, but shall not mean, in any instance, an Option.

         (j)      "Earlier Plan"  shall mean  the  Company's  1983 Stock  Option
                  Plan.

         (k)      "Eligible  Director" means any director of the Company, or any
                  of its Subsidiary Companies,  who is not an employee of either
                  the Company or any of its Subsidiaries.

         (l)      "Fair  Market  Value" shall mean in the event the Common Stock
                  is traded on a recognized securities exchange or quoted by the
                  National   Association   of   Securities   Dealers   Automated
                  Quotations on National  Market Issues (or successor  quotation
                  system),  an amount  equal to the  average of the high and low
                  prices of such stock on such exchange or such quotation system
                  on the date set for  valuation  or, if no sales of such  stock
                  were made on said  exchange  or so quoted  on that  date,  the
                  average  of the high and low  prices of such stock on the next
                  preceding  day on which  sales were made on said  exchange  or
                  quotation system;  or, if the Common Stock is not so traded or
                  quoted, that value determined,  in its sole discretion, by the
                  Board with respect to Director Stock Options or the Committee,
                  in its sole  discretion,  with  respect to  Options  and Stock
                  Appreciation Rights.

         (m)      "Incentive  Stock  Option"  shall mean a stock option  granted
                  under Section 6 which is intended to meet the  requirements of
                  Section  422  of  the  Code  and  which  is  designated  as an
                  Incentive Stock Option by the Committee at the time of grant.

         (n)      "Nonstatutory  Stock Option" shall mean a stock option granted
                  under  Section 6 or Section 7 and which is not  intended to be
                  an Incentive  Stock  Option and which,  in the case of options
                  granted   pursuant  to  paragraph   7.1  is  designated  as  a
                  Nonstatutory  Stock Option by the Committee.  Any stock option
                  granted  under  Section 6 which is not  designated  shall be a
                  Nonstatutory Stock Option.


                                 EXH 10(g) - Page 2
<PAGE>


         (o)      "Option"   shall  mean  an   Incentive   Stock   Option  or  a
                  Nonstatutory  Stock Option  granted under Section 6 including,
                  for purposes of interpreting  paragraph 6.5 hereof,  any stock
                  option granted under the Earlier Plan, but, shall not mean, in
                  any instance, a Director Stock Option.

         (p)      "Recipients" means any individual  described in paragraph 5.1,
                  as  designated  by the  Committee to receive  Awards under the
                  Plan.

         (q)      "Retirement"   shall  mean  the   voluntary   termination   of
                  employment by an employee after qualifying for early or normal
                  retirement under any tax-qualified pension,  profit-sharing or
                  stock  bonus  plan of the  Company  or any  Subsidiary.  If an
                  employee  is not  covered by any such plan,  or such plan does
                  not exist,  "Retirement"  shall mean voluntary  termination of
                  employment  after the  employee  has attained age 65 and after
                  the employee has attained the tenth  anniversary of his or her
                  last preceding date of hire.

         (r)      "Stock  Appreciation  Right" shall mean a right  granted under
                  paragraph 6.5 hereof.

         (s)      "Subsidiary"   or  "Subsidiary   Companies"   shall  mean  any
                  corporation  (other than the Company) in an unbroken  chain of
                  corporations beginning with the Company if, at the time of the
                  granting of an Option, each of the corporations other than the
                  last  corporation in the unbroken chain owns stock  possessing
                  50% or more of the total combined  voting power of all classes
                  of stock in one of the other corporations in such chain.

         (t)      "Ten Percent Shareowner" shall mean any person if he, directly
                  or indirectly,  owns stock possessing more than ten percent of
                  the total combined voting power of all classes of stock of the
                  Company, or any Subsidiary.

2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,  words in
the masculine  gender when used in the Plan shall  include the feminine  gender,
the  singular  shall  include  the  plural,  and the plural  shall  include  the
singular.


Section 3.        ADMINISTRATION

3.1  ADMINISTRATION  OF PLAN.  (a) The Board of Directors  of the Company  shall
appoint, from time to time, not less than three Directors to the Committee which
shall  administer  the  Plan.  Each  member  of the  Committee  shall  both be a
"disinterested  person"  as  defined in Rule  16b-3(c)(1)(i)  (or any  successor
provision)  promulgated  under the Exchange  Act,  and an "outside  director" as
defined for purposes of Section 162(m) (or any successor  provision) of the Code
and the regulations promulgated thereunder.  The Committee shall have full power
and authority,  subject to such orders or resolutions not inconsistent  with the
provisions  of the Plan as may from  time to time be issued  or  adopted  by the
Board of Directors, to grant to eligible persons, as described in paragraph 5.1,


                                 EXH 10(g) - Page 3
<PAGE>


Options and Stock Appreciation  Rights under Section 6 of the Plan, to interpret
the  provisions  of the Plan and any terms of any Award  under the Plan,  and to
supervise the administration of the Plan.

(b) All decisions  made by the Committee  pursuant to the provisions of the Plan
and related  orders or  resolutions  of the Board of  Directors  shall be final,
conclusive  and binding on all  persons,  including  the  Company,  shareowners,
Recipients,  Eligible  Directors and  beneficiaries  of Recipients  and Eligible
Directors.


Section 4.        SHARES SUBJECT TO THE PLAN

4.1      NUMBER OF SHARES AND ADJUSTMENTS.

         (a)      Subject to the adjustment pursuant to subparagraph 4.1(c), the
                  maximum  aggregate  number  of shares  of  Common  Stock  with
                  respect  to  which  Options,  Stock  Appreciation  Rights  and
                  Director Stock Options may be granted in any fiscal year under
                  the Plan shall equal the number of shares remaining  available
                  for grant from prior years plus, if applicable,  the increased
                  number of shares determined as set forth below. If at any time
                  during the fiscal  year,  the number of shares  available  for
                  grant to individuals other than Eligible Directors falls below
                  1% of the issued  shares of Common Stock as of the last day of
                  the  immediately  preceding  fiscal  year  (including  in such
                  number of issued shares any shares reacquired by the Company),
                  then the  maximum  number  of  shares  with  respect  to which
                  Options,  Stock Appreciation Rights and Director Stock Options
                  may be granted in the current  fiscal year shall be  increased
                  by an amount equal to 1% of the issued  shares of Common Stock
                  of the Company as of the last day of the immediately preceding
                  fiscal year. Any increase in the number of shares which may be
                  granted,  as described  in the  preceding  sentence,  may only
                  occur  once  during  any  fiscal  year.   Notwithstanding  the
                  foregoing,  no more than 370,000  shares of Common Stock shall
                  be available for the grant of Incentive  Stock Options  during
                  each fiscal  year.  The  aggregate  number of shares of Common
                  Stock with respect to which Options, Stock Appreciation Rights
                  and  Director   Stock  Options  may  be  granted  to  any  one
                  individual in any fiscal year may not exceed 150,000,  subject
                  to adjustment  pursuant to subparagraph  4.1(c).  If an Option
                  granted  under  the Plan  shall  expire or  terminate  for any
                  reason other than the exercise of a Stock Appreciation  Right,
                  the shares subject to such Option grant shall be available for
                  other  Option  grants,  and  not  be  included  within  the 1%
                  calculation described above.

         (b)      Subject to adjustment pursuant to subparagraph  4.1(c), of the
                  total  shares  of Common  Stock  referred  to in  subparagraph
                  4.1(a),  the number of shares of Common  Stock with respect to
                  which  Director  Stock  Options  may be  granted  to  Eligible
                  Directors shall not exceed one hundred  eighty-seven  thousand
                  five hundred (187,500) shares of Common Stock.



                                 EXH 10(g) - Page 4
<PAGE>


         (c)      In the event that  subsequent  to the date of  adoption of the
                  Plan by the Board  the  shares  of  Common  Stock  should as a
                  result  of a  stock  split,  stock  dividend,  combination  or
                  exchange   of   shares,   exchange   for   other   securities,
                  reclassification,   reorganization,   redesignation,   merger,
                  consolidation,  recapitalization  or  other  such  change,  be
                  increased or  decreased  or changed  into or  exchanged  for a
                  different  number or kind of  shares of Common  Stock or other
                  securities of the Company, or of another corporation, then (a)
                  there shall  automatically  be  substituted  for each share of
                  Common  Stock  subject to an  unexercised  Option and Director
                  Stock Option (in whole or in part)  granted under the Plan and
                  each share of Common Stock available for additional  grants of
                  Options and Director  Stock Options under the Plan, the number
                  and kind of shares of Common  Stock or other  securities  into
                  which each outstanding  share of Common Stock shall be changed
                  or for  which  each such  share  shall be  exchanged,  (b) the
                  option price shall be  increased or decreased  proportionately
                  so that  the  aggregate  purchase  price  for  the  securities
                  subject to the Option and  Director  Stock Option shall remain
                  the same as immediately  prior to such event and (c) the Board
                  shall make such other adjustments to the securities subject to
                  Options and Director  Stock Options and the  provisions of the
                  Plan as may be appropriate  and equitable.  Any adjustment may
                  provide for the elimination of fractional shares.


Section 5.        ELIGIBILITY

5.1 ELIGIBILITY AND PARTICIPATION. Participants in the Plan who will be eligible
to receive  Awards  shall be  selected  by the  Committee  from among  those key
employees of the Company,  and its Subsidiaries,  and such other persons who are
or have been actively engaged in the conduct of the business of the Company,  or
any of its Subsidiaries (hereinafter,  for convenience such persons are referred
to as "Consultants"), who are recommended for participation by the management of
the  Company  and who,  in the  opinion of the  Committee,  are in a position to
contribute  materially  to the  Company's  continued  growth,  development,  and
long-term  financial  success.  Persons  serving on the  Committee  and Eligible
Directors shall not be eligible to be a Recipient and,  therefore,  not eligible
to receive an Award.

5.2 ELIGIBLE  DIRECTORS.  Eligible  Directors are entitled to participate in the
Plan solely  with  respect to the grant of  Director  Stock  Options and may not
receive any other benefit under the Plan. The selection of Eligible Directors is
not  subject to the  discretion  of the  Committee  and  persons  serving on the
Committee, who are Eligible Directors, may only receive grants of Director Stock
Options.


Section 6.        OPTIONS AND STOCK APPRECIATION RIGHTS

6.1  GRANT  OF  OPTIONS  OTHER  THAN  DIRECTOR  STOCK  OPTIONS.  Subject  to the
limitations of the Plan, the Committee shall,  after such  consultation with and
consideration of the  recommendations  of management as the Committee  considers
desirable, select from


                                 EXH 10(g) - Page 5
<PAGE>


eligible Recipients those to be granted Options and determine the time when each
Option  shall be  granted  and the number of shares  subject to each  Option and
shall  select the  Recipients  to  receive  Stock  Appreciations  Rights and the
Options to which such rights shall relate. Options may be either Incentive Stock
Options or Nonstatutory Stock Options and more than one Option may be granted to
the same person,  however,  only employees of the Company,  or its Subsidiaries,
may be  granted  Incentive  Stock  Options.  The  aggregate  Fair  Market  Value
(determined  as of the date an option is granted)  of the stock with  respect to
which Incentive Stock Options are exercisable for the first time by any optionee
during any calendar year under this Plan, and all other plans  maintained by the
Company,  its parent (within the meaning of Code Section 424(e)), if any, or its
Subsidiaries,  shall not exceed $100,000.  Except as otherwise provided pursuant
to Code  Section 422, if an Incentive  Stock  Option which  becomes  exercisable
during a calendar year is cancelled or ceases to be exercisable  during the same
calendar year, the unexercised  portion of that Incentive Stock Option shall not
be taken into  account in  applying  the  $100,000  limit.  If the  $100,000  is
exceeded,  only the portion of the  Incentive  Stock Option  which  exceeds that
limit shall constitute a Nonstatutory  Option but this shall not cause the terms
and conditions of the option grant which created the Option to cease to apply or
to be modified.  If more than one  Incentive  Stock  Option  causes the $100,000
limit to be violated,  the previous sentence shall be applied to Incentive Stock
Options in reverse  order of grant and  pro-rata  for  Incentive  Stock  Options
simultaneously granted.

6.2 EVIDENCE OF GRANTS AND REPLACEMENT OPTIONS. Each Option under the Plan shall
be  evidenced  by an option  grant  which  shall be signed by an  officer of the
Company and shall contain such  provisions as may be approved by the  Committee.
Any such option  grant may be  supplemented  and amended  from time to time,  as
approved by the Committee,  provided that the terms of such option grant,  after
being  amended or  supplemented,  conform  to the terms of the Plan.  Before the
issuance of a replacement option, the Committee may require surrender of a fully
or partially unexercised Option (the "surrendered option") granted under this or
any other stock option plan of the Company as a condition precedent to the grant
of a new Option (the "replacement  option") for the same, a greater,  or a fewer
number  of  shares  as  are  surrendered  under  the  surrendered   option.  The
replacement  option  shall be  exercisable  in  accordance  with the  terms  and
conditions  specified by the Committee in granting  thereof,  in accordance with
the  provisions  of the Plan,  and without  regard to the period of exercise and
other terms and conditions of the surrendered option.

6.3 OPTION PRICE.  The price at which shares may be purchased upon exercise of a
particular  Option  shall not be less than the par value of the Common Stock and
(a) in the case of any Incentive  Stock Option,  shall not be less than (1) 100%
of the Fair Market  Value of such shares on the date such Option is granted,  or
(2) 110% of Fair Market  Value of the shares on the date of grant in the case of
an  optionee  who  is a Ten  Percent  Shareowner,  and  (b)  in  the  case  of a
Nonstatutory  Stock  Option  (other  than a Director  Stock  Option),  the price
determined by the Committee, in its sole discretion, however, such price may not
be less that 50% of the Fair Market  Value of the Common  Stock at the time such
Option is granted.



                                 EXH 10(g) - Page 6
<PAGE>


6.4 EXERCISE OF OPTIONS.  (a) Subject to the provisions of the Plan with respect
to death, retirement and termination of employment, the period during which each
Option may be exercised  shall be fixed by the Committee at the time such Option
is granted;  but, such period in no event shall expire later than ten years from
the date the Option is granted or, in the case of an Incentive Stock Option to a
Ten  Percent  Shareowner,  later  than five  years  from the date the  Option is
granted.

(b) Except as permitted by paragraph  6.7,  each  Incentive  Stock Option may be
exercised only after one year of continued  employment by the Company, or any of
its Subsidiaries,  and only during the continuance of the optionee's  employment
with  the  Company,  or any  of  its  Subsidiaries.  Subject  to  the  foregoing
limitations  and the  terms  and  conditions  of the  option  grant  and  unless
cancelled  prior to exercise,  each Option shall be  exercisable  in whole or in
part in  installments  at such time or times as the  Committee may prescribe and
specify in the applicable option grant.

(c) No shares  shall be  delivered  pursuant to any  exercise of an Option until
payment in full of the option price  therefor is received by the  Company.  Such
payments  shall  be made  in (1)  cash or a cash  equivalent  acceptable  to the
Committee and whether or not such cash  equivalent was a common  practice at the
time of approval of the Plan by  shareowners,  or (2) unless  prohibited  by the
Committee,  through the delivery of shares of Common Stock of the Company with a
value  equal  to the  total  option  price,  or (3)  such  other  consideration,
including but not limited to, a secured or unsecured  promissory note acceptable
to  the  Committee,  or  (4) a  combination  of  cash,  shares  and  such  other
consideration  as may be  specified  by the  Committee.  Any shares so delivered
shall be valued at their Fair Market Value on the exercise  date. No optionee or
legatee or  distributee  of any  optionee  shall be deemed to be a holder of any
shares  subject to any Option prior to the issuance of such shares upon exercise
of such Option or any related Stock Appreciation Right.

6.5 STOCK APPRECIATION  RIGHTS. (a) Stock Appreciation  Rights may be granted to
such optionees  holding  Options granted under the Plan, or the Earlier Plan, as
the Committee may select and upon such terms and conditions as the Committee may
prescribe.  Each Stock  Appreciation  Right  shall  relate to a specific  Option
granted and may be granted  concurrently  with the Option to which it relates or
at any time prior to the exercise,  expiration or termination of such Option.  A
Stock Appreciation  Right shall entitle the optionee,  subject to the provisions
of the Plan and the related option grant,  to receive from the Company an amount
not more than the excess of the Fair Market  Value on the  exercise  date of the
number of shares for which the Stock  Appreciation  Right is exercised  over the
option price for such shares under the related Option.

(b) A Stock Appreciation Right shall be exercisable on such dates or during such
periods as may be determined by the Committee from time to time,  provided that,
the Committee may, for administrative convenience, determine that, for any Stock
Appreciation  Right  relating  to an Option  which  right can only be  exercised
during a  limited  period  of time in  order to  satisfy  rules  imposed  by the
Securities  and  Exchange  Commission,  the  exercise of any such right for cash
during such limited  period shall be deemed to occur for all purposes  hereunder
on the date during such limited period on which the Fair Market Value


                                 EXH 10(g) - Page 7
<PAGE>


of the  Common  Stock  is the  highest,  and  provided,  further,  that no Stock
Appreciation Rights shall be exercisable at a time when the related Option could
not be exercised  nor may it be exercised  with respect to a number of shares in
excess of the number for which such Option could then be  exercised.  Subject to
paragraph  9.5, any such  determination  by the  Committee may be changed by the
Committee,  from time to time, and may govern the exercise of Stock Appreciation
Rights granted prior to such determination as well as Stock Appreciation  Rights
thereafter granted.

(c) A Stock  Appreciation  Right may be  exercised  only upon  surrender  of the
related  Option by the optionee,  which shall be terminated to the extent of the
number of shares for which the Stock  Appreciation  Right is  exercised.  Shares
covered by such a terminated Option, or portion thereof,  granted under the Plan
shall not be available for other Options under the Plan.

(d) The amount  payable by the Company  upon  exercise  of a Stock  Appreciation
Right may be paid in cash,  in shares of Common  Stock  (valued  at Fair  Market
Value on the exercise date) or in any combination thereof as the Committee shall
determine  from time to time.  No  fractional  shares  shall be  issued  and the
optionee shall receive cash in lieu thereof.

(e) The Committee may impose any other  conditions  upon the exercise of a Stock
Appreciation  Right,  which  conditions  may include a condition  that the Stock
Appreciation   Right  may  be  exercised  only  in  accordance  with  rules  and
regulations  adopted  by the  Committee  from  time  to  time.  Such  rules  and
regulations may govern the right to exercise Stock  Appreciation  Rights granted
prior to the  adoption or  amendment  of such rules and  regulations  as well as
Stock Appreciation Rights granted thereafter.

(f) Subject to paragraph 9.5, the Committee may at any time amend or suspend any
Stock Appreciation Right theretofore  granted under the Plan,  provided that the
terms of any Stock  Appreciation  Right after any amendment shall conform to the
provisions  of the Plan. A Stock  Appreciation  Right shall  terminate  upon the
termination or expiration of the related Option.

6.6  Transferability  of Options and Stock  Appreciation  Rights.  Except as set
forth in the  following  sentences,  an Award  granted under the Plan may not be
transferred  except by will or the laws of descent and distribution  and, during
the lifetime of the person to whom granted, may be exercised only by such person
or his guardian or legal representative.  The Committee shall have discretionary
authority  to  grant  Awards  which  would  be  transferable  to  members  of an
employee's  immediate  family,  including  trusts for the benefit of such family
members and partnerships in which such family members are the only partners. For
purposes  of  paragraph  6.7,  a  transferred  Award  may  be  exercised  by the
transferee  to the extent that the  employee  would have been  entitled  had the
Award not been transferred.

6.7 DEATH,  RETIREMENT AND TERMINATION OF EMPLOYMENT.  To the extent provided in
this paragraph 6.7 and consistent with the rules for determining employee status
described  in  paragraph  6.8 below,  each Award  granted to an employee  may be
exercised by such


                                 EXH 10(g) - Page 8
<PAGE>


Recipient after he ceases to be an employee. No Award, however, may be exercised
after the  Recipient  ceases to be an  employee,  except to the extent  that the
Award  was  exercisable  at the  time of such  cessation  nor may the  Award  be
exercisable after its term expires or it is otherwise cancelled.  If a Recipient
who has ceased to be an employee  resumes any such position  before the time for
exercising his Award under this Section has expired,  the Award shall thereafter
be  exercisable to the same extent as if the Recipient had never ceased to be an
employee.  If the Award,  however,  has ceased to be  exercisable,  it shall not
again become exercisable even if the Recipient again becomes an employee.

         (a)      Except as provided in the Award,  if an employee  resigns,  is
                  discharged  or is otherwise  terminated  and his  resignation,
                  discharge or termination in not on account of misconduct, and,
                  if  such   Recipient  is  not   rendering   services  for  any
                  organization  engaged  directly or  indirectly in any business
                  which, in the opinion of the Committee, competes with or is in
                  conflict  with  the  interest  of the  Company,  or any of its
                  Subsidiaries,  his Award, to the extent exercisable under this
                  Section,  may be exercised  within three months after the date
                  of  such   Recipient's   resignation,   discharge   or   other
                  termination. If such resignation,  discharge or termination is
                  on account of  misconduct,  or, such  Recipient  is  rendering
                  services for any  organization as described  above,  his Award
                  shall terminate and shall no longer be exercisable upon notice
                  of such  resignation,  discharge or  termination.  A Recipient
                  shall be considered to have been  terminated for misconduct if
                  he  resigns,  is  discharged  or is  otherwise  terminated  on
                  account of (1) a conviction of a felony, (2)  misappropriation
                  of the assets or property of the Company,  or any  Subsidiary,
                  (3) a violation of any of the Company's (or its Subsidiaries')
                  policies  or  procedures,  or (4) a  refusal  to carry out the
                  reasonable directions of the Board.

         (b)      Except as otherwise  provided in an Award, if a Recipient dies
                  while he could have exercised his Award  (whether  pursuant to
                  this  paragraph  or  otherwise),  the  Award,  to  the  extent
                  exercisable  under this Section,  may be exercised  within 365
                  days  after  the   Recipient's   death  by  the  executors  or
                  administrators of his estate or by any person who has acquired
                  the  Award   directly   from  the   Recipient  by  bequest  or
                  inheritance.

         (c)      Except  as  otherwise  provided  in an Award,  if a  Recipient
                  ceases  active   service  as  an  employee  on  account  of  a
                  Disability,  the  Recipient  may  exercise  the Award,  to the
                  extent  exercisable under this Section,  within 365 days after
                  his last day of work.

         (d)      Except as otherwise provided in an Award granted subsequent to
                  January 26, 1995,  if a Recipient  terminates  active  service
                  because of Retirement  (and not on account of  misconduct,  as
                  determined under subparagraph (a)), the exercise period of the
                  Award shall  automatically be extended to its expiration date.
                  In addition,  the Committee may, in its discretion,  extend to
                  the  expiration  date the  exercise  period of Awards  granted
                  prior to January 26,


                                 EXH 10(g) - Page 9
<PAGE>


                  1995, for Recipients who terminate active  service  because of
                  Retirement  (and not on account of  misconduct,  as determined
                  under subparagraph (a)).

6.8  TERMINATION OF EMPLOYMENT.  A Recipient  shall cease to be an employee upon
his death, cessation of active services by reason of a Disability,  resignation,
Retirement,  discharge  or  layoff.  Solely  for  purposes  of  this  Plan,  the
employment  relationship shall be treated as continuing intact while an employee
is on  military  leave,  sick leave or other  bona fide leave of absence  (to be
determined in the sole  discretion of the  Committee) and it shall not terminate
because of the transfer of an employee  among the Company and its  Subsidiaries.
In the case of an  Incentive  Stock  Option,  however,  employment  shall not be
deemed to continue  beyond the  ninetieth  day after the optionee  ceases active
employment for the Company, or a Subsidiary,  unless the optionee's reemployment
rights are guaranteed by statute or by contract. A Recipient shall also cease to
be an  employee  on the date he  ceases  to be  employed  by the  Company,  or a
Subsidiary,  in  connection  with the sale of a  business  or  facility.  If the
Recipient works for a Subsidiary which ceases to be a Subsidiary  because of the
sale of stock or assets,  the Recipient shall also cease to be an employee.  The
two  preceding  sentences  shall  apply even if the  Recipient  continues  to be
employed  by the  former  Subsidiary,  or the  buyer  of  assets,  or any  other
successor.


Section 7.        DIRECTOR STOCK OPTIONS

7.1 GRANT OF DIRECTOR STOCK OPTIONS. Subject to the provisions of Sections 4 and
8, Director Stock Options shall be granted to Eligible  Directors as provided in
this  paragraph 7.1 and the Committee  shall have no discretion  with respect to
any matters set forth in this Section 7.

         (a)      Vesting.  Each  Director  Stock Option shall be 100% vested on
                  the date of grant and exercisable in three annual installments
                  on the first and on each succeeding anniversary of the date of
                  granting  thereof.  Each  installment  shall allow an Eligible
                  Director  to  acquire  one-third  ( ) of the  total  number of
                  shares  subject to such Director  Stock  Option.  The right to
                  purchase  any shares  under a Director  Stock  Option shall be
                  cumulative,  so that when the right to purchase any shares has
                  accrued,  such shares may be  purchased  at any time,  or from
                  time to time,  thereafter  until  expiration  of the  Director
                  Stock  Option,  and  such  expiration  shall  be on the  tenth
                  anniversary  of the  date  of  grant  of such  Director  Stock
                  Option.

         (b)      Number of Shares.  Director  Stock Options shall be granted as
                  follows:

                  (i)      Each person who is an Eligible  Director  immediately
                           after  adjournment of the Company's annual meeting of
                           shareowners  (the "Annual  Meeting")  in 1989,  shall
                           automatically  be  granted  on the  date of the  1989
                           Annual  Meeting a  Director  Stock  Option  for 3,000
                           shares of Common  Stock (an "Initial  Director  Stock
                           Option Grant");



                                 EXH 10(g) - Page 10
<PAGE>


                  (ii)     Each other  person who is  elected  or  appointed  to
                           serve as a director of the Company,  or a Subsidiary,
                           after the 1989 Annual  Meeting and who is an Eligible
                           Director  shall,  upon  his  initial  appointment  or
                           election as an Eligible Director,  if such person has
                           not already received an Initial Director Stock Option
                           Grant,  automatically  be  granted a  Director  Stock
                           Option for 3,000  shares of Common Stock (which shall
                           also be  referred to as an  "Initial  Director  Stock
                           Option Grant");

                  (iii)    Commencing  immediately  after the adjournment of the
                           Annual Meeting in 199(5),  and immediately  after the
                           adjournment   of  the   Annual   Meeting   each  year
                           thereafter,  each person who was an Eligible Director
                           immediately  following  such  Annual  Meeting,  shall
                           automatically  be granted a Director Stock Option for
                           2,000  shares of Common  Stock if,  but only if,  the
                           return on common  equity of the  Company as set forth
                           in the Company's annual report to shareowners for the
                           immediately  preceding  fiscal  year is  equal  to or
                           greater than ten percent (10%); and

                  (iv)     If a Director  Stock  Option  granted  under the Plan
                           shall expire or terminate for any reason,  the shares
                           subject to such Director  Stock Option grant shall be
                           available for other  Director  Stock Option grants to
                           the  same  Eligible   Directors  or  other   Eligible
                           Directors.

         (c)      Price.  The price at which  shares may be  purchased  upon the
                  exercise of a Director  Stock Option shall be 100% of the Fair
                  Market  Value of such shares on the date such  Director  Stock
                  Option is granted.

         (d)      Payment.  The price upon exercise of any Director Stock Option
                  shall  be  payable  in  full  either  (1) in  cash,  or (2) by
                  tendering shares of previously  acquired Common Stock having a
                  Fair Market  Value at the time of exercise  equal to the total
                  price to be paid for the  Director  Stock  Option,  or (3) any
                  combination  of (1) and (2).  No  shares  shall  be  delivered
                  pursuant  to an  exercise  of a Director  Stock  Option  until
                  payment in full of the option  price  therefor  is received by
                  the   Company   and   no    Eligible    Director,    guardian,
                  representative,   legatee  or   distributee  of  any  Eligible
                  Director  shall be deemed to be a holder of any shares subject
                  to a  Director  Stock  Option  prior to the  issuance  of such
                  shares upon exercise of such Director Stock Option.

         (e)      Transferability.   A   Director   Stock   Option  may  not  be
                  transferred  except  by  will  or  the  laws  of  descent  and
                  distribution and, during the lifetime of the Eligible Director
                  to whom granted,  may be exercised  only by such person or his
                  guardian or legal  representative  provided,  however,  that a
                  Director Stock Option shall be  transferable  to members of an
                  Eligible Director's immediate family, including trusts for the
                  benefit of such family members and  partnerships in which such
                  family members are the only partners. If an


                                 EXH 10(g) - Page 11
<PAGE>


                  Eligible Director dies, all Director Stock Options shall be 
                  immediately exercisable and may be exercised, subject to the 
                  last sentence in subparagraph  7.1(a),  by the executor or 
                  administrator of his  estate or by any person who has acquired
                  the Director Stock Option directly from the Eligible Director
                  by bequest or inheritance.

Section 8.        DURATION OF THE PLAN

The Plan  shall  remain in  effect,  subject  to the  Board's  right to  earlier
terminate  the Plan  pursuant to paragraph  10.1 hereof,  until all Common Stock
subject to it shall have been  purchased or acquired  pursuant to the provisions
hereof. Notwithstanding the foregoing, no Director Stock Option, Option or Stock
Appreciation  Right may be granted  under the Plan on or after the tenth  (10th)
anniversary of the Plan's original effective date of October 20, 1989.


Section 9.        GENERAL PROVISIONS

9.1 DESIGNATION OF BENEFICIARY.  Each Recipient and Eligible  Director who shall
be granted an Option or Director  Stock  Option,  as the case may be,  under the
Plan  may  designate  a  beneficiary  or  beneficiaries   and  may  change  such
designation  from time to time by filing a written  designation of beneficiaries
with the  Committee  on a form to be  prescribed  by it,  provided  that no such
designation  shall  be  effective  unless  so filed  prior to the  death of such
Recipient or Eligible Director, as the case may be.

9.2 NO RIGHT OF CONTINUED EMPLOYMENT. Neither the establishment of the Plan, the
granting  of  Options  or Stock  Appreciation  Rights,  nor the  payment  of any
benefits hereunder nor any action of the Company or of the Board of Directors or
of the Committee  shall be held or construed to confer upon any person any legal
right to be continued in the employ of the Company, or its Subsidiaries, each of
which  expressly  reserves the right to  discharge  any  Recipient  whenever the
interest  of any such  company in its sole  discretion  may so  require  without
liability to such company, the Board of Directors or the Committee, except as to
any rights which may be expressly conferred upon such Recipient under the Plan.

9.3 NO  SEGREGATION  OF CASH OR SHARES.  The  Company  shall not be  required to
segregate  any cash or any  shares  of  Common  Stock  which  may at any time be
represented by Options or Director  Stock Options and the Plan shall  constitute
an "unfunded" plan of the Company.  No Recipient or Eligible Director shall have
voting or other  rights  with  respect  to shares of Common  Stock  prior to the
delivery of such shares.  The Company shall not, by any  provisions of the Plan,
be deemed to be a trustee of any  Common  Stock or any other  property,  and the
liabilities of the Company to any Recipient or Eligible Director pursuant to the
Plan shall be those of a debtor  pursuant to such  contract  obligations  as are
created by or pursuant to the Plan,  and the rights of any Recipient or Eligible
Director,  former Recipient or Eligible  Director or beneficiary  under the Plan
shall be limited to those of a general creditor of the Company.


                                 EXH 10(g) - Page 12
<PAGE>


In its sole  discretion,  the Board of Directors  may  authorize the creation of
trusts or other  arrangements  to meet the  obligations of the Company under the
Plan, provided,  however, that existence of such trusts or other arrangements is
consistent with the unfunded status of the Plan.

9.4 DELIVERY OF SHARES. No share shall be delivered  pursuant to any exercise of
an  Option  or Stock  Appreciation  Right or  Director  Stock  Option  until the
requirements  of such laws and regulations as may be deemed by the Committee (or
the Board with respect to Director Stock  Options) to be applicable  thereto are
satisfied.  At the  discretion  of the  Committee,  any Award or Director  Stock
Option may provide that the holder,  by accepting  such Award or Director  Stock
Option,  represents and agrees,  for such holder's permitted  transferees,  that
none of the shares acquired  through such grants will be acquired with a view of
any sale, transfer or distribution of said shares in violation of the Securities
Act of 1933, as amended, and the rules and regulations  promulgated  thereunder,
or any  applicable  "blue sky" laws,  and the holder of such Award shall furnish
evidence   satisfactory   to  the  Company   (including  a  written  and  signed
representation)  to  that  effect  in form  and  substance  satisfactory  to the
Company,  including  an  indemnification  of the  Company  in the  event  of any
violation by such person of the  Securities  Act of 1933,  as amended,  or state
blue sky law.

9.5  CANCELLATION  OF  OPTIONS  AND STOCK  APPRECIATION  RIGHTS.  Subject to the
provisions of paragraph 10.1, the Committee may, in its sole discretion and with
or without cause,  cancel any Option or Stock Appreciation Right, in whole or in
part,  to  the  extent  it has  not  theretofore  been  exercised,  however,  no
modification of an Award shall, without the consent of the Recipient, materially
alter or impair any rights of such Recipient under the Award.

9.6 NEW JERSEY LAW TO GOVERN AND  REQUIREMENTS OF LAW. All questions  pertaining
to the  construction,  regulation,  validity and effect of the provisions of the
Plan shall be determined in accordance with the laws of the State of New Jersey.
The granting of Options,  Stock  Appreciation  Rights and Director Stock Options
and the  issuance  of shares of Common  Stock  upon the  exercise  of an Option,
Director  Stock  Option or Stock  Appreciation  Right  shall be  subject  to all
applicable  laws,   rules  and  regulations,   and  to  such  approvals  by  any
governmental or national securities  exchanges as may be required.  No Option or
Stock  Appreciation  Right  shall be  granted  to a person  if the grant to such
person shall make this Plan ineligible for registration under Form S-8.

9.7 PAYMENTS AND TAX WITHHOLDING.  The delivery of any shares of Common Stock or
the payment of any amount in respect to a Stock  Appreciation Right shall be for
the account of the Company  and any such  delivery or payment  shall not be made
until  the  Recipient  or  Eligible   Director  shall  have  made   arrangements
satisfactory to the Company for the payment of any applicable withholding taxes;
however, a Recipient or Eligible Director,  as the case may be, may satisfy this
obligation in whole or in part by electing to have the Company withhold from the
distribution, shares of Common Stock having a value equal to the amount required
to be  withheld.  The value of the shares to be  withheld  shall be based on the
Fair Market  Value of the Common  Stock on the date that the amount of tax to be
withheld shall be determined.


                                 EXH 10(g) - Page 13
<PAGE>


Section 10.       AMENDMENT AND TERMINATION

10.1 AMENDMENTS, SUSPENSION OR DISCONTINUANCE. The Board of Directors may amend,
suspend or discontinue the Plan, provided,  however, that except as permitted by
subparagraph  4.1(c), the Board of Directors may not, without the prior approval
of the  shareowners  of the Company,  make any amendment  for which  shareowners
approval is  necessary  to comply with New Jersey law or any  applicable  tax or
regulatory  requirement,  including for these purposes any approval  requirement
which is a prerequisite for exemptive relief under Section 16(b) of the Exchange
Act, and provided, further, no amendment or termination of the Plan shall in any
manner adversely affect any Award, or Director Stock Option theretofore  granted
under the Plan without the consent of the Recipient or Eligible Director, as the
case may be.

10.2 RIGHT OF FIRST  REFUSAL.  The Committee  may, from time to time,  before or
after a grant of any  Option,  establish  such rights of the Company to have the
right of first  refusal with  respect to the sale of any Common  Stock  acquired
pursuant to the Plan.

10.3 THE  COMMITTEE.  The Board of  Directors  may,  from  time to time,  remove
members  from or add  members  to the  Committee.  Vacancies  on the  Committee,
however  caused,  shall be  filled  by the  Board  of  Directors.  The  Board of
Directors  shall  appoint one of the members of the  Committee as Chairman.  The
Committee shall hold meetings at such times and places as it may determine. Acts
of a majority of the Committee at which a quorum is present,  or acts reduced to
writing or approved  in writing by a majority  of the  members of the  Committee
shall be valid acts of the Committee.



To  record  the  adoption  of  various  amendments  to the Plan by the  Board of
Directors  on October 20, 1994,  and the  shareowners  on January 26, 1995,  the
Company has caused its authorized officers to affix the corporate name hereto.







                                               BERGEN BRUNSWIG CORPORATION



                                               By: /s/
                                                  -----------------------------






                                 EXH 10(g) - Page 14