EXHIBIT 10(o)

















                           BERGEN BRUNSWIG CORPORATION

                          RETIRED OFFICER MEDICAL PLAN

                AS AMENDED AND RESTATED EFFECTIVE AUGUST 23, 1997










                              As of August 23, 1997



                                 EXH 10(o) - Page 1
<PAGE>


ARTICLE I DEFINITIONS.......................................................1

ARTICLE II ELIGIBILITY AND PARTICIPATION...................................14
2.01     Conditions of Eligibility to Participate..........................14
2.02     Effective Date of Coverage........................................14
2.03     Dependent Coverage................................................14
2.04     Effective Date of Dependent Coverage..............................15
2.05     Determination of Coverage Eligibility.............................15
2.06     Cessation of Covered Retiree Participation........................15
2.07     Cessation of Dependent Coverage...................................15

ARTICLE III MEDICAL BENEFITS...............................................16
3.01     Benefit Provisions................................................16
3.02     Coinsurance Percentage ...........................................16
3.03     Eligible Expenses for Covered Persons.............................16
3.04     Care for Mouth, Teeth and Gums....................................21
3.05     Podiatry Care.....................................................21
3.06     Spinal Manipulation/Chiropractic Services.........................21
3.07     Preventative Care.................................................22
3.08     Transplant Coverage Limits........................................23
3.09     Exclusions and Limitations for Organ Transplants..................24
3.10     Coverage of Nursery Care .........................................25
3.11     Coverage of Pregnancy.............................................25
3.12     Christian Science Practitioners and Nurses........................26
3.13     Medical Benefit Exclusions .......................................26
3.14     Mental Health, Substance Abuse Treatment Benefits ................29
3.15     Chemical Dependency/Substance Abuse...............................30
3.16     Subrogation.......................................................31

ARTICLE IV PRESCRIPTION BENEFITS...........................................32
4.01     Prescription Drug Benefits........................................32
4.02     Exclusions........................................................32

ARTICLE V DENTAL CARE BENEFITS.............................................34
5.01     Plan Limits for Dental Care.......................................34
5.02     Eligible Expenses for Dental Care.................................34
5.03     Dental Benefit Exclusions.........................................37

ARTICLE VI VISION CARE BENEFITS ...........................................39
6.01     Plan Limits.......................................................39
6.02     Provider Reimbursement  ..........................................39
6.03     Vision Care Limits and Exclusions.................................39

ARTICLE VII CONTINUATION OF COVERAGE.......................................41
7.01     General...........................................................41
7.02     Continuation of Coverage..........................................41



                                 EXH 10(o) - Page 2
<PAGE>


ARTICLE VIII COORDINATION OF BENEFITS......................................44
8.01     Definitions.......................................................44
8.02     Medicare..........................................................46
8.03     Mandatory Other Plan Coverage.....................................46
8.04     Intent............................................................46
8.05     Dispute...........................................................47


ARTICLE IX CLAIMS PROCEDURE AND PAYMENT OF BENEFITS........................48
9.01     Application for Benefits..........................................48
9.02     Claims Procedure..................................................48
9.03     Payment of Benefits...............................................49
9.04     Delay in Payment..................................................50
9.05     Attorneys Fees....................................................50
9.06     Right of Recovery.................................................50
9.07     Assignment........................................................50
9.08     Facility of Payment...............................................51
9.09     Responsibility for Payment........................................51

ARTICLE X ADMINISTRATION...................................................52
10.01    Appointment of the Claims Administrator...........................52
10.02    Power of the Claims Administrator.................................52
10.03    Powers of Plan Administrator......................................52
10.04    Effect of Fiduciary Action........................................53
10.05    Proof of Coverage.................................................53

ARTICLE XI DURATION AND AMENDMENT OF THIS PLAN.............................54
11.01    Permanence of this Plan...........................................54
11.02    Right to Amend....................................................54

ARTICLE XII GENERAL PROVISIONS.............................................55
12.01    Gender and Number.................................................55
12.02    Action by the Plan Administrator..................................55
12.03    Named Fiduciaries and Allocation of Responsibility................55
12.04    Duty to Provide Data..............................................55
12.05    Indemnification...................................................56
12.06    Funding...........................................................56
12.07    Headings..........................................................56
12.08    Governing Instrument..............................................56
12.09    Uniformity........................................................57
12.10    Severability......................................................57
12.11    Plan Does Not Provide Services....................................57
12.12    Governing Law.....................................................57
12.13    Limitations on Rights of Participants.............................57



                                 EXH 10(o) - Page 3
<PAGE>


APPENDIX A ELIGIBLE RETIREES...............................................59

APPENDIX B.................................................................61
         A.       ASO Managed Referral Program.............................61
         B.       Specialty Review.........................................62
         C.       Diagnostic Testing.......................................63
         D.       Outpatient Surgical Review...............................63
         E.       Hospital Stay, Skilled Nursing Facilities, Private Duty
                  Nursing, and Hospice Care Review.........................63
         F.       Alternate Medical Care...................................65
         G.       Maternity Access Program.................................65
         H.       Patient Assist Line......................................66
         I.       Centers of Excellence....................................66
         J.       Medical Case Management For Covered Person Not
                  Eligible For Medicare. . . . ............................66





















                                 EXH 10(o) - Page 4
<PAGE>


                                  INTRODUCTION
                                  ------------

                           ESTABLISHMENT OF THIS PLAN
                           --------------------------

Bergen  Brunswig  Corporation,   a  New  Jersey  corporation  (the  "Employer"),
previously established the Bergen Brunswig Corporation Officer Medical Plan (the
"Plan")  for the purpose of  providing  specified  medical  benefits to a select
group of officers of the  Employer  and their  respective  dependents  after the
employment  of such  officers  with  the  Employer  terminates  following  their
satisfaction of certain eligibility requirements. This Plan has been amended and
restated,  as set forth herein,  effective as of August 23, 1997 (the "Effective
Date").  The rights and benefits  under this Plan of all  Eligible  Retirees and
Covered  Persons  (as  hereinafter  defined) as of the  Effective  Date shall be
determined solely in accordance with the terms hereof and the terms as set forth
herein  supersede and control all other previous  interpretation,  arrangements,
agreements,  course of conduct,  understandings  or actions,  including  but not
limited to, those of this Plan's Administrators.










                                 EXH 10(o) - Page 5
<PAGE>


                                    ARTICLE I
                                    ---------
                                   DEFINITIONS
                                   -----------


The following definitions shall apply for purposes of this Plan:

1.01    Accident  or  Accidental  is  a  happening  arising  from  identifiable,
        extrinsic sources that is not expected,  foreseen, or intended resulting
        in injury, loss or damage.

1.02    Acute Medical Distress shall mean an Illness requiring immediate medical
        attention as directed by the Physician, an Illness which would result in
        subsequent death, or an emergency  occurring at a time other than during
        normal office daytime hours of a Physician.

1.03    Administrative Service Manager - see Claims Administrator.

1.04    Alcoholism  is the  condition  caused by regular  excessive  drinking of
        alcohol  that results in harm to either  physical  health or personal or
        social functioning.

1.05    Ambulatory  Surgical  Center is a licensed  facility that is used mainly
        for  performing  outpatient  surgery,  has a staff  of  Physicians,  has
        continuous Physician and nursing care by Registered Nurses when patients
        are there, and does not provide for overnight stays.

1.06    ASO means  the  administrative  services  organization  selected  by the
        Employer to perform  certain  services for this Plan  including  but not
        limited to Hospital stay  pre-certifications and authorizations,  second
        surgical opinion  authorization,  Hospital bill audits, and review as to
        whether any treatment is Medically Necessary.

1.07    Benefit  is the  payment  or  reimbursement  of a  health  care  expense
        Incurred  by  a  Covered  Person.   A  Benefit  includes  a  payment  or
        reimbursement  by this Plan or any other  source  including  federal  or
        state governments or the plan of another employer.

1.08    Benefit  Period means each  Calendar  Year.  Such  Benefit  Period shall
        terminate on the earliest of the following dates:

        (a)     The last date of the one year period so established; or

        (b)     The day the Maximum  Lifetime  Benefit  applicable to the
                Covered Person becomes payable; or

        (c)     The day the Covered Person ceases to be covered for Medical
                Expense Benefits.


                                 EXH 10(o) - Page 6
<PAGE>


1.09    Birthing  Center  is an area of a  Hospital  which  is  designated  as a
        birthing center, which is set aside to provide a home-like atmosphere in
        which to deliver a child and provides immediate related aftercare.

1.10    Calendar  Year means the period of 12 months  beginning on January 1 and
        ending the following December 31.

1.11    Chemical  Dependency is physical  dependence on  Prescription  Drugs and
        other  controlled  substances.  This  does  not  include  dependence  on
        alcohol, tobacco and caffeine-containing drinks.

1.12    Child or Children - see Dependent.

1.13    Claims  Administrator  is the person or firm employed by the Employer to
        provide  clerical  and  administrative   services  to  the  Employer  in
        connection  with the  operation  of this Plan and any  other  functions,
        including  the  processing  of  claims.  In the  event  that  no  Claims
        Administrator  is hired by the Employer at any particular point in time,
        Claims Administrator means the Employer.

1.14    COBRA means the Consolidated Omnibus Budget  Reconciliation Act of 1985,
        as amended from time to time.

1.15    Coinsurance  is the amount of  Covered  Expenses  for which the  Covered
        Person is  responsible  under the terms of this  Plan.  The  Coinsurance
        percentage is specified in the specific provision in this Plan requiring
        Coinsurance.

1.16    Confinement  means  registered  as a bed patient in a facility  upon the
        recommendation of a Physician.

1.17    Congenital  Anomaly means a condition  deviating  significantly from the
        norm which  exists at or from birth and is  diagnosed  and  conclusively
        verified by acceptable tests within twelve (12) months after birth.

1.18    Consultation  means  services  rendered by a Physician  whose opinion or
        advice is  requested by another  Physician  or agency in the  evaluation
        and/or treatment of an Illness or Injury.

1.19    Continuation  Coverage means  coverage under this Plan which,  as of the
        time coverage is being provided,  is identical to the coverage  provided
        under this Plan  immediately  prior to the Qualifying Event with respect
        to similarly  situated  Covered Persons for whom a Qualifying  Event has
        not occurred.

1.20    Contribution  means the  amount,  if any,  required  to be paid by or on
        behalf of individuals for  participation  in, and coverage  under,  this
        Plan.

1.21    Copayment  means the  portion of any  eligible  expenses  that a Covered
        Person  must pay  before  this Plan pays for any  eligible  expenses  as
        provided under this Plan.


                                 EXH 10(o) - Page 7
<PAGE>


1.22    Cosmetic  Procedure is a procedure  performed solely for the improvement
        of a Covered  Person's  appearance  rather than for the  improvement  or
        restoration of bodily function.

1.23    Covered Dependent means any person who qualifies for coverage hereunder,
        and  with  respect  to  whom  (if   applicable)   an   application   for
        participation has been timely filed, in accordance with Section 2.04.

1.24    Covered Expense means the Usual and Customary  Charge  associated with a
        procedure actually performed in accordance with Articles III, IV, V, and
        VI.

1.25    Covered  Person  means a person  who is  covered  under  this  Plan as a
        Covered Retiree or Dependent.

1.26    Covered  Retiree  means (a) any  person  who is  listed in Part I.A.  of
        Appendix  A, (b) each  person  listed in Part I.B.  of  Appendix A whose
        employment with the Employer  terminates for any reason, (c) each person
        listed in Part I.C. of  Appendix A whose  employment  with the  Employer
        terminates  for any reason on or after he reaches  his  Retirement  Date
        (regardless  of his age on such  Retirement  Date),  and (d) each  other
        person (if any) listed in Part II from time to time who  qualifies as an
        Eligible  Retiree  under  Section  2.01 and  whose  employment  with the
        Employer terminates for any reason on or after he reaches his Retirement
        Date (regardless of his age on such Retirement Date).

1.27    Custodial  or Custodial  Care is that type of care or service,  wherever
        furnished  and by whatever name called,  which is designed  primarily to
        assist  a  Covered  Person,  whether  or not  Totally  Disabled,  in the
        activities of daily living. Such activities include, but are not limited
        to, bathing, dressing, feeding, preparation of special diets, assistance
        in  walking  or in  getting  in and out of  bed,  and  supervision  over
        medication which can normally be self-administered.

1.28    Deductible is a specified amount of otherwise covered charges which must
        be Incurred by a Covered Person before  Benefits will be paid under this
        Plan.

1.29    Dentist is a person who is  properly  trained  and  licensed to practice
        dentistry.

1.30    Dependent is any one of the following persons:

        (a) A Covered  Retiree's Spouse and never married Children from birth to
        19 years of age. However, a Dependent Child shall continue to be covered
        after age 19,  provided  the Child is (i) a  student  at any  accredited
        school,  or is primarily  dependent upon the Covered Retiree for support
        and maintenance, (ii) has never been married, and (iii) is under age 25.
        Coverage  ends on the Child's  birthday on which he attains the limiting
        age.


                                 EXH 10(o) - Page 8
<PAGE>


        The term "Spouse" shall mean the legally recognized marital partner of a
        Covered  Retiree.  Should a Spouse  and  Covered  Retiree  no  longer be
        legally  recognized  marital  partners,  such Spouse  shall no longer be
        eligible for any  Benefits  under this Plan (except as and to the extent
        provided  in  Article   VII).   The  Plan   Administrator   may  require
        documentation proving a marital relationship.

        The term "Child" or "Children" shall include natural  children,  adopted
        children,  or children  placed with a Covered Retiree in anticipation of
        adoption.  Step-children who reside in the Covered  Retiree's  household
        and of whom the Covered  Retiree's Spouse has legal and physical custody
        are also included.

        The phrase  "primarily  dependent  upon" shall mean  dependent  upon the
        Covered  Retiree for support and  maintenance  within the meaning of the
        Internal  Revenue Code and the Covered  Retiree  claims such person as a
        dependent for federal income tax purposes.  The Plan  Administrator  may
        require documentation proving dependency.

        (b) A  Covered  Dependent  Child  who is  incapable  of  self-sustaining
        employment  by reason of mental  retardation  or physical  handicap,  is
        primarily   dependent   upon  the   Covered   Retiree  for  support  and
        maintenance, has never been married, and is covered under this Plan when
        reaching the limiting age. Notice of such incapacity must be provided to
        the Plan  Administrator  within thirty (30) days after the limiting age.
        The Plan Administrator may require,  at reasonable  intervals during the
        two  years  following  the   Dependent's   reaching  the  limiting  age,
        subsequent proof of the Child's disability and dependency.

        After such  two-year  period,  the Plan  Administrator  may require such
        proof not more than once each 12-month  period.  The Plan  Administrator
        reserves the right to have such Dependent examined by a Physician of the
        Plan  Administrator's  choice, at this Plan's expense,  to determine the
        existence of such incapacity.

        (c) A Covered  Retiree's  Child who is an  alternate  recipient  under a
        qualified medical child support order, within the meaning of section 609
        of ERISA.

        The  following  persons are excluded as  Dependents:  other  individuals
        living  in the  Covered  Retiree's  home  but who are  not  eligible  as
        defined;  the legally separated or divorced former Spouse of the Covered
        Retiree; and any person who is on active duty in any military service of
        any country.

        If both husband and wife are Covered  Retirees,  their Children shall be
        covered as Dependents of the husband or wife, but not of both.



                                 EXH 10(o) - Page 9
<PAGE>


        No person  shall be covered or  eligible  for  coverage  under this Plan
        simultaneously as a Covered Retiree and a Dependent.

1.31    Durable  Medical  Equipment is equipment  which is (a) able to withstand
        repeated use, (b) primarily and customarily  used to treat an illness or
        injury,  and (c) not  generally  useful  for a person in the  absence of
        illness or injury.

1.32    Effective Date is August 23, 1997.

1.33    Election  Period is the sixty (60) day period  during  which a Qualified
        Beneficiary  who would lose  coverage as a result of a Qualifying  Event
        may elect  Continuation  Coverage.  This sixty (60) day period begins on
        the date of  termination  of coverage as a result of a Qualifying  Event
        and ends sixty (60) days after the later of such date of  termination of
        coverage  or the  receipt  of notice of the right to elect  Continuation
        Coverage under this Plan.

1.34    Elective  Procedure is a medical procedure which, if not provided within
        seventy two (72) hours, does not cause a life-threatening  situation for
        the Covered Person.

1.35    Eligible  Expense is an expense for which this Plan  provides  Benefits.
        Eligible Expenses shall not include any expenses Incurred outside of the
        United  States of America  except to the extent that such  expenses  are
        Incurred for emergency services.

1.36    Eligible  Retiree  means a person  who  satisfies  the  requirements  of
        Section 2.01 of this Plan.

1.37    Emergency  Admission  means an admission to a Hospital or other eligible
        facility for a condition  which is either  life-threatening  or,  unless
        promptly treated,  which could cause serious damage to bodily functions.
        All other admissions shall be considered routine.

1.38    Emergency Care means initial  treatment given in a Hospital's  emergency
        room  directly   following  the  sudden  and  unexpected  acute  medical
        condition  that,  without  medical care within 24 hours of onset,  could
        result  in  death or  cause  serious  impairment  to  bodily  functions,
        including without limitation  treatment for an Accident causing injuries
        which are severe  enough to require  immediate  Hospital  level of care.
        Hospital  care shall be deemed to be required  only if safe and adequate
        care could not have been provided elsewhere.

1.39    Employee  means a person who is employed and  classified by the Employer
        as an employee.

1.40    Employer means Bergen Brunswig  Corporation,  a New Jersey  corporation,
        and its successors.


                                 EXH 10(o) - Page 10
<PAGE>


1.41    Endodontic Services are procedures usually employed by a Dentist for the
        treatment of teeth with diseased pulps (i.e., root canals).

1.42    ERISA  is the  Employee  Retirement  Income  Security  Act of  1974,  as
        amended.

1.43    Experimental or  Investigational  shall mean any treatment  unless it is
        generally accepted by the medical community in the United States and, as
        compared to accepted  alternative  treatments  for that  condition,  can
        reasonably  be expected to: (1) result in similar or improved  survival,
        health or  function,  or (2)  alleviate  symptoms  of or  stabilize  the
        condition.  Generally  accepted by the medical  community  in the United
        States  means  that the  clinical  efficacy  of the  treatment  has been
        documented in credible  published medical  literature which demonstrates
        that the results of the  treatment  have been  measured  for a five year
        period or other period generally regarded as valid.

1.44    Facility refers to facilities such as a general Hospital,  surgi-center,
        mental/nervous/  substance abuse  facility,  Hospice  facility,  nursing
        home,  half-way house,  and other facilities of confinement when used in
        the  treatment  of any  illness,  injury,  mental or nervous  condition,
        Chemical Dependency or alcoholism.

1.45    Family  Unit is the  Covered  Retiree  and his  family  members  who are
        Covered Dependents under this Plan.

1.46    Freestanding  Birthing  Center is a  freestanding  facility which is not
        connected with a Hospital  which  provides "at home"  atmosphere for the
        delivery of babies.

1.47    Intentionally Omitted.

1.48    Gingivectomy is the excision of loose gum tissue to eliminate  infection
        when not  performed in  connection  with  extraction or repair of teeth,
        gingivoplasty,  osseous  surgery,  and osteotomy  surgery  (collectively
        called periodontal surgery).

1.49    Health Care Provider  means any of the  institutions  or persons  listed
        below engaged in providing medical care or diagnostic  treatment to sick
        or injured persons.

              (a)     Hospital

              (b)     Extended Care Facility

              (c)     Home Health Care Agency

              (d)     Licensed Ambulance Service

              (e)     Birthing Center

              (f)     Ambulatory Surgical Center


                                 EXH 10(o) - Page 11
<PAGE>


              (g)     Clinical Laboratory

              (h)     Physician

              (i)     Practitioner

              (j)     Hospice Agency

1.50    Health  Maintenance  Organization  (HMO)  means an  organized  system of
        health care providing a comprehensive package of health services through
        a group of Health Care Providers,  to a voluntarily enrolled membership,
        within a particular geographic area, on a fixed, prepaid basis.

1.51    Home Health  Care  Agency is an agency  that meets all of the  following
        tests:

              (a)     Its main function is to provide Home Health Care services.

              (b)     It is federally certified as a Home Health Care Agency.

              (c)     It is licensed by the state, if licensing is required.

1.52    Home Health Care Plan shall meet all of the following tests:

              (a)     It shall be a formal  written  plan made by the  patient's
                      attending Physician which is reviewed every 30 days.

              (b)     It shall  certify that the home health care is in place of
                      Hospital Confinement.

              (c)     It shall  specify  the type and extent of home health care
                      required for the treatment of the patient.

              (d)     It shall be approved by the ASO.

1.53    Home Health Care Services and Supplies include:

              (a)     part-time  care  or  Intermittent  Care  by or  under  the
                      supervision of a Registered Nurse;

              (b)     part-time  or  intermittent   home  health  aide  services
                      provided  through a Home  Health  Care  Agency  (excluding
                      general housekeeping services);

              (c)     physical, occupational and speech therapy;

              (d)     medical supplies; and

              (e)     clinical  laboratory  services  by or  on  behalf  of  the
                      Hospital.


                                 EXH 10(o) - Page 12
<PAGE>


1.54    Hospice  Agency  is an  agency  where its main  function  is to  provide
        Hospice Care  Services and Supplies and it is licensed by the state,  if
        licensing is required.

1.55    Hospice Care Plan is a plan of terminal patient care that is established
        and conducted by a Hospice  Agency and  supervised  by a Physician.  The
        Hospice Care Plan shall be subject to approval by the ASO.

1.56    Hospice Care Services and Supplies are those provided  through a Hospice
        Agency and under a Hospice Care Plan,  and include  inpatient  care in a
        Hospice  Unit  or  other  licensed  facility,   home  care,  and  family
        counseling during the bereavement period.

1.57    Hospice  Unit is a facility  or  separate  Hospital  Unit that  provides
        treatment  under a Hospice  Care Plan and admits at least two  unrelated
        persons who are expected to die within six months.

1.58    Hospital  is an  institution  which is engaged  primarily  in  providing
        medical care and  treatment of sick and injured  persons on an inpatient
        basis  at  the  patient's  expense  and  which  fully  meets  all of the
        following tests:

              (a)     It is accredited as a Hospital by the Joint  Commission on
                      Accreditation  of  Hospitals  or the Joint  Commission  on
                      Accreditation of Osteopathic Hospitals.

              (b)     It is approved by Medicare as a Hospital.

              (3)     It maintains on the premises  diagnostic  and  therapeutic
                      facilities   for  surgical  and  medical   diagnosis   and
                      treatment  of sick and  injured  persons  by or under  the
                      supervision of a staff of Physicians.

              (c)     It  continuously  provides on the  premises  24-hour-a-day
                      nursing  service by or under the supervision of Registered
                      Nurses.

              (d)     It is operated  continuously with organized facilities for
                      operative surgery on the premises.

              The  definition  of  "Hospital"  also  shall  include  each of the
              following:

              A  facility  operating  legally  as  a  psychiatric  Hospital  and
              licensed as such by the state in which the facility operates.

              A facility operating primarily for the treatment of Alcoholism and
              Chemical Dependency if it:

              (f)     maintains permanent and full-time  facilities for bed care
                      and  full-time   Confinement   of  at  least  15  resident
                      patients;


                                 EXH 10(o) - Page 13
<PAGE>




              (g)     has a Physician in regular attendance;

              (h)     continuously  provides  24-hour a day nursing service by a
                      Registered Nurse;

              (i)     has a full-time Psychiatrist or Psychologist on the staff;
                      and

              (j)     is   primarily   engaged  in  providing   diagnostic   and
                      therapeutic  services  and  facilities  for  treatment  of
                      Alcoholism and Chemical Dependency.

              A  Christian  Science  Sanatorium,   if  operated  or  listed  and
              certified  by the  First  Church  of  Christ,  Scientist,  is also
              considered a Hospital,  but only for a Covered Person admitted for
              healing (not rest or study) while under the care of a practitioner
              listed  in  the  Christian   Science   Journal  as  an  authorized
              practitioner.

1.59    Hospital  Confinement  means any period of  Confinement in a Hospital or
        which a Room and Board charge is Incurred and/or surgery is performed.

1.60    Illness is a bodily disorder,  disease,  physical  sickness,  pregnancy,
        mental infirmity, or functional nervous disorder for a Covered Person. A
        recurrent illness shall be considered one illness.  Concurrent illnesses
        shall be  considered  totally  unrelated.  All such  disorders  existing
        simultaneously  which  are due to the same or  related  causes  shall be
        considered one illness.

1.61    Incurred  means the date on which a service  or supply was  rendered  or
        furnished.  In the absence of due proof to the  contrary,  when a single
        charge  is  made  for a  series  of  services,  each  service  shall  be
        considered to bear a pro rata share of the charge.

1.62    Injury is an Accidental bodily injury.

1.63    In-Patient is a person who is a resident patient using and being charged
        for Room and Board by a Hospital,  but shall not include any such person
        for any day on  which he is on leave or  otherwise  is  absent  from the
        facility where he is a resident patient,  irrespective of whether a Room
        and Board charge is made.

1.64    Intensive Care Unit is defined as a separate, clearly designated service
        area  which is  maintained  within a  Hospital  solely  for the care and
        treatment of patients who are critically ill. This also includes what is
        referred to as a "coronary care unit" or an "acute care unit". It has:

              (a)     facilities  for  special  nursing  care not  available  in
                      regular rooms and wards of the Hospital;

              (b)     special  life  saving   equipment   which  is  immediately
                      available at all times;

              (c)     at least two beds for the  accommodation of the critically
                      ill; and


                                 EXH 10(o) - Page 14
<PAGE>


              (d)     at least one  Registered  Nurse in continuous and constant
                      attendance 24 hours a day.

1.65    Intermittent  Care  means to meet the  requirements  for  "intermittent"
        skilled nursing care, an individual  shall have a medically  predictable
        recurring need for skilled nursing  services.  In most  instances,  this
        definition  shall be met if a patient requires a skilled nursing service
        at least once every sixty (60) days.

1.66    Internal  Revenue  Code  means the  Internal  Revenue  Code of 1986,  as
        amended.

1.67    Licensed  Practical Nurse is an individual who has received  specialized
        nursing training,  performs practical nursing services,  and is licensed
        by the state or regulatory agency  responsible for such licensing in the
        state in which that individual performs such services.

1.68    Lifetime  when used in  reference to Benefit  maximums  and  limitations
        means "while covered under this Plan" during the lifetime of the Covered
        Person.

1.69    Medical Care  Facility  means a Hospital,  a facility that treats one or
        more specific ailments, or any type of Skilled Nursing Facility.

1.70    Medically  Confined means that due to Illness,  a person is an inpatient
        in a medical facility,  and includes confinement in a Hospital,  nursing
        home,  Alcoholism  or Chemical  Dependency  treatment  facility,  mental
        health  treatment  center,  hospice or any other facility engaged in the
        treatment of illness.

1.71    Medically Necessary care and treatment:

              (a)     is recommended or approved by a Physician;

              (b)     is  consistent  with the  patient's  condition or accepted
                      standards of good medical practice;

              (c)     is  medically  proven  to be  effective  treatment  of the
                      condition;

              (d)     is not conducted for research purposes.

              The Employer follows the  recommendations  of the ASO's "Medically
              Necessary" determinations.

1.72    Medicare  means the Part A and Part B plans  described in Title XVIII of
        the Social  Security  Act,  as amended  from time to time or any similar
        successor  statue  designed to provide  health  care  benefits to a wide
        population of the United States of America.


                                 EXH 10(o) - Page 15
<PAGE>


1.73    Mental Disorder is neurosis, psychoneurosis,  psychopathy, psychosis, or
        mental or  emotional  disease or disorder  of any kind,  even if organic
        origin is believed contributory.

1.74    Mental   Health   Program   Administrator   means  such  mental   health
        administrative services organization as the Employer may select.

1.75    Myofascial  Pain  Dysfunction  shall mean a disorder  involving  muscles
        surrounding  and adjacent to the  temporomandibular  joint area which is
        characterized by:

              (a)     pre-auricular, temporal, occipital and/or jaw pain;

              (b)     spasm and/or tenderness of the masticatory muscles; and

              (c)     limited jaw movement.

1.76    Named  Fiduciary is the Plan  Administrator,  which has the authority to
        control and manage the operation and administration of this Plan.

1.77    Network  is  an  organization   that  has  contracted  with  the  Claims
        Administrator to provide certain health care services to Covered Persons
        at specific rates.

1.78    Network  Provider is a Provider who has contracted  with a participating
        provider  organization  associated  with this  Plan to  render  specific
        services to a Plan  participant  for a  predetermined  fee.  That fee is
        automatically  paid to such  organization upon receipt of a claim by the
        Claims Administrator.

1.79    Newborn  is an  infant  from the date of his  birth  until  the  initial
        Hospital  discharge or until the infant is 14 days old, whichever occurs
        first.

1.80    No-Fault  Auto  Insurance  is the basic  reparations  provision of a law
        providing for payments  without  determining  fault in  connection  with
        automobile Accidents.

1.81    Nurse  Midwife  is a  Registered  Nurse  who has been  certified  by the
        American College of  Nurse-Midwives  as a nurse midwife,  other than one
        who  ordinarily  resides in the patient's home or who is a member of the
        patient's family.

1.82    Nursery  Care is routine  nursery care during the period of the mother's
        Hospital Confinement.

1.83    Optometrist  is a graduate  of a school of  optometry,  is not a medical
        doctor,  is licensed by the governmental  authority having  jurisdiction
        over such licensure,  is acting within the scope of such license, and is
        a designated O.D.

1.84    Orthodontic  means the division of dentistry dealing with the prevention
        or correction of teeth  irregularities  and malocclusion of jaws by wire
        appliances, braces, and other mechanical aids.


                                 EXH 10(o) - Page 16
<PAGE>


1.85    Outpatient  Care is  treatment  performed in a Hospital on a basis other
        than as a registered bed patient. Outpatient Care includes:

              (a)     services,  supplies and  medicines  provided and used at a
                      Hospital  under the  direction  of a Physician to a person
                      not admitted as a registered bed patient; and

              (b)     services rendered in a Physician's office, a laboratory or
                      X-ray  facility,  an Ambulatory  Surgical  Center,  or the
                      patient's home.

1.86    Period  of  Hospital  Confinement  is a period of  confinement  as a bed
        patient in a Hospital.

1.87    Pharmacy means a licensed establishment where covered Prescription Drugs
        are filled and dispensed by a pharmacist  licensed under the laws of the
        state where he practices.

1.88    Physical  Therapist  is an  individual  licensed  to  practice  physical
        therapy, or where there is no license involved,  an individual certified
        as a physical therapist by an appropriate  professional body to practice
        physical therapy.

1.89    Physical   Therapy  is  the  treatment  by  physical  means,   including
        hydrotherapy, heat, or similar modalities, physical agents, biochemical,
        and neurophysiological  principles and devices, to relieve pain, restore
        maximum function,  and prevent disability following disease,  injury, or
        loss of body part.

1.90    Physician means a duly licensed  practitioner of the healing arts acting
        within the scope of his practice,  such as a Doctor of Medicine  (M.D.),
        Doctor of Osteopathy (D.O.),  Doctor of Dental Surgery (D.D.S.),  Doctor
        of  Podiatry  (D.P.M.),  Doctor  of  Chiropractic  (D.C.),  Psychologist
        (Ph.D.,  Psy.D.,  Ed.D.),   Licensed  Professional  Physical  Therapist,
        Physiotherapist,   Psychiatrist  (M.D.),  Audiologist,  Speech  Language
        Pathologist, and Nurse Midwife.

1.91    Plan means this Bergen  Brunswig  Corporation  Retired  Officer  Medical
        Plan.

1.92    Plan  Administrator  is the Vice  President  of Human  Resources  of the
        Employer,  or such other  officer of the  Employer as may be  designated
        from time to time by the Board of  Directors of the  Employer.  The Plan
        Administrator  may employ persons or firms to process claims and perform
        other Plan-related services.

1.93    Podiatrist  is an  individual  licensed  to  practice  podiatry  by  the
        governmental  authority having jurisdiction over such licensure,  who is
        acting  within  the scope of such  license  and who is  designated  as a
        D.P.M.

1.94    Practitioner means a person,  other than a doctor, who (a) upon referral
        by a Doctor of Medicine or Doctor of Osteopathy, provides services which
        are covered by this Plan; and (b) is practicing  within the scope of his
        or her license.


                                 EXH 10(o) - Page 17
<PAGE>


1.95    Pre-Admission  Testing means when surgery has been authorized (inpatient
        or  outpatient),  the patient  may have the doctor set up the  necessary
        tests to be done on an outpatient basis prior to the surgery.

1.96    Predecessor  Plan means the Retired  Officer  Medical Plan maintained by
        the  Employer  prior to August  23,  1997,  the date  upon  which it was
        amended and restated by this Plan.

1.97    Pregnancy  is  childbirth  and  conditions  associated  with  pregnancy,
        including complications.

1.98    Prescription Drug means any of the following:

              (a)     A drug or medicine  which,  under federal law, is required
                      to  bear  the  legend:  "Caution:  Federal  law  prohibits
                      dispensing without prescription."

              (b)     Compounded  medicines of which at least one  ingredient is
                      included under item (a) above.

              (c)     Injectable insulin.

1.99    Private  Duty  Nursing  means  Registered  Nurses or Licensed  Practical
        Nurses  engaged in private duty nursing,  other than one who  ordinarily
        resides  in the  patient's  home  or who is a  member  of the  patient's
        immediate family.

1.100   Provider is a legally qualified Physician, Dentist, nurse, chiropractor,
        Physical Therapist, Podiatrist, Psychologist, or speech therapist who is
        practicing  within the scope of their  license,  or a Home  Health  Care
        Agency or  facility  legally  licensed  to  perform  a  covered  medical
        service.

1.101   Psychiatrist  is a person  who is  legally  qualified  and  licensed  to
        practice psychiatry at the time and place services are rendered.

1.102   Psychologist  is a person  who is  legally  qualified  and  licensed  to
        practice psychology at the time and place services are rendered.

1.103   Qualified Beneficiary (see Article VII).

1.104   Qualifying Event means,  with respect to any Covered Person,  any of the
        following events which, but for the Continuation Coverage required under
        Section  7.02,  would  result in the loss of  coverage  for a  Qualified
        Beneficiary:

              (a)     The death of the Covered Retiree.

              (b)     The divorce or legal  separation  of the  Covered  Retiree
                      from such Covered Retiree's Spouse.



                                 EXH 10(o) - Page 18
<PAGE>


              (c)     A Child of the Covered Retiree ceasing to be a Dependent.

              (d)     The  Employer's  proceeding  under  Title 11 of the United
                      States Code. A substantial  elimination of coverage within
                      one year of the commencement of the proceedings  described
                      herein shall constitute a loss of coverage.

1.105   Registered Nurse is an individual who has received  specialized  nursing
        training and is  authorized to the  designation  of "RN" and who is duly
        licensed  by  the  state  or  regulatory  agency  responsible  for  such
        licensing  in the state in which the  individual  performs  such nursing
        services.

1.106   Retirement Date means the date on which an Eligible Retiree's employment
        with the Employer  terminates for any reason after such Eligible Retiree
        has  completed  ten (10) Years of Service,  regardless  of the  Eligible
        Retiree's age on such date.

1.107   Room and Board is all charges by whatever  name called which are made by
        a Hospital,  Hospice Unit, or Skilled Nursing Facility as a condition of
        occupancy.  Such  charges do not  include the  professional  services of
        Physicians or intensive nursing care by whatever name called.

1.108   Routine  Physical  Examination  is a physical  examination of the heart,
        lungs, abdomen, and other vital body areas, and such diagnostic services
        as may be  required  in  conjunction  with such  examination,  when such
        services  are not  required  as the  result of  symptoms  of  Illness or
        Injury.

1.109   Semi-Private is a class of accommodations  in a Hospital,  Hospice Unit,
        or Skilled  Nursing  Facility  in which at least two  patients  beds are
        available per room.

1.110   Skilled  Nursing  Facility  is a facility  that  fully  meets all of the
        following tests:

              (a)     It is licensed to provide  for persons  convalescing  from
                      Injury or  Illness,  professional  nursing  services on an
                      inpatient  basis.  The  service  shall  be  rendered  by a
                      Registered  Nurse or by a Licensed  Practical  Nurse under
                      the direction of a Registered Nurse.  Physical restoration
                      services  to  assist  patients  to reach a degree  of body
                      functioning to permit  self-care in essential daily living
                      activities shall be provided.

              (b)     Its  services  are  provided  for  compensation  from  its
                      patients  and  under  the  full-time   supervision   of  a
                      Physician or a Registered Nurse.

              (c)     It provides twenty-four (24) hour per day nursing services
                      by licensed  nurses,  under the  direction  of a full-time
                      Registered Nurse.

              (d)     It maintains a complete medical record on each patient.



                                 EXH 10(o) - Page 19
<PAGE>


              (e)     It has an effective utilization review plan.

              (f)     It is not, other than incidentally,  a place for: rest the
                      aged,  drug  addicts,   alcoholics,   mental   retardates,
                      Custodial  care,  educational  care,  or  care  of  Mental
                      Disorders.

              (g)     It is approved and licensed by Medicare.

              This term also applies to charges Incurred in a Facility referring
              to itself  as a Skilled  Nursing  Facility,  or any other  similar
              nomenclature.

1.111   Spouse - see Dependent.

1.112   Subrogation  is the right of this Plan to succeed to a Covered  Person's
        right of recovery  against a third party for Benefits  paid by this Plan
        to, or on behalf of, a Covered  Person for  services  Incurred for which
        the third party is, or may be, legally liable.

1.113   Terminal  Illness is an Illness not  responsive  to treatment  currently
        available,  and which is expected to result in death of a Covered Person
        within six (6) months or less.

1.114   Total Disability or Totally Disabled means (a) in the case of an Covered
        Retiree,  the  complete  inability  to  perform,  because  of  Injury or
        Illness, any and every duty of his occupation or employment,  and (b) in
        the case of a Dependent,  the  complete  inability to perform the normal
        activities of a person of like age and sex in good health.

1.115   Treatment Plan means a program approved by this Plan which describes the
        expected duration,  frequency,  and type of service to be performed, and
        which is reviewed and approved by a Physician  no less  frequently  than
        every three (3) months.

1.116   Usual and Customary  Charge is a charge Incurred by a Covered Person for
        Medically  Necessary health care services or supplies and shall be equal
        to the lesser of (a) the actual  charges for such  services or supplies,
        or (b) the general level of charges made by others with similar training
        and  expertise  for  rendering  like  services and for  furnishing  like
        supplies  in the same  locality in which the  services  or supplies  are
        administered.

1.117   Well-Child Care is medical treatment, services or supplies rendered to a
        Child or Newborn  solely for the purpose of health  maintenance  and not
        for the treatment of an Illness or Injury.

1.118   Year of Service  means a period  consisting of 365  consecutive  days of
        service  with the  Employer or any  predecessor  thereof as an Employee,
        beginning with

                                 EXH 10(o) - Page 20
<PAGE>


        the first day of the person's  employment thereby and ending on the date
        that his employment thereby terminates for any reason.  Years of Service
        shall  include any period  during  which the Employee is not actively at
        work due to vacation, leave of absence, layoff, any other absence at the
        end of  which  his  reemployment  rights  are  protected,  or  temporary
        disability.













                                 EXH 10(o) - Page 21
<PAGE>


                                   ARTICLE II
                                   ----------
                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------


2.01     Conditions of Eligibility to Participate
         ----------------------------------------

         Each person listed in Parts I.A., I.B., and I.C. of Appendix A attached
         hereto as of the Effective Date shall be an Eligible  Retiree and shall
         participate in this Plan on the Effective Date. Each other Employee who
         is an officer of the Employer  shall become an Eligible  Retiree on the
         later of (a) the  Effective  Date,  or (b) the  date as of  which  such
         Employee  (i) is  designated  in writing as an Eligible  Retiree by the
         Chief Executive Officer of the Employer,  and (ii) is listed in Part II
         of Appendix A.

2.02     Effective Date of Coverage
         --------------------------

         (a)      Coverage  of each  person  listed in Part I.A.  of  Appendix A
                  begins on the Effective  Date.  Coverage of each person listed
                  in Part  I.B.  of  Appendix  A begins  on the date  that  such
                  person's  employment  with  the  Employer  terminates  for any
                  reason.  Coverage  of  each  person  listed  in Part  I.C.  of
                  Appendix  A, and of each other  person (if any) listed in Part
                  II of  Appendix  A from  time  to  time  who  qualifies  as an
                  Eligible  Retiree under Section 2.01,  begins on the date such
                  person's  employment  with  the  Employer  terminates  for any
                  reason on or after he reaches his Retirement Date  (regardless
                  of his age on such Retirement  Date). Each such covered person
                  shall  become a Covered  Retiree  as of the date his  coverage
                  hereunder  begins in accordance with the foregoing  provisions
                  of this Section 2.02.

         (b)      This Plan shall not exclude any portion or all of any Eligible
                  Expense on the basis that it is  Incurred  with  respect to an
                  Illness or Injury that exists on the date  coverage  hereunder
                  becomes  effective  (it being  the  intent  that any  Eligible
                  Expense Incurred after coverage  hereunder  becomes  effective
                  for any  "preexisting"  Illness  or  Injury  shall be  covered
                  hereunder  on the same basis as if such  Illness or Injury did
                  not exist on the date coverage  hereunder becomes  effective),
                  except as expressly provided otherwise in this Plan.

2.03     Dependent Coverage
         ------------------

         An individual who is or becomes a Dependent of a Covered  Retiree shall
         participate  in this  Plan  to the  extent  and so long as the  Covered
         Retiree  is  eligible  to  participate  hereunder.  As a  condition  of
         eligibility to  participate,  an  application  for  participation  with
         respect to an eligible  Dependent shall be filed by either the eligible
         Dependent or Eligible  Retiree  within thirty (30) days after the later
         of (a) the date the Eligible  Retiree ceases to be an Employee,  or (b)
         the date the individual becomes a Dependent; provided, however, that no
         such  application  shall be  required  if such  eligible  Dependent  is
         covered under the Employer's medical program for active


                                 EXH 10(o) - Page 22
<PAGE>


         employeesas a dependent of the Eligible  Retiree  immediately  prior to
         the Retirement Date of such eligible  Retiree.  If such  application is
         filed within such 30-day period,  Dependent coverage shall be effective
         as of the first day of such period.  Such  application  may be filed at
         any time after such  30-day  period,  in which  event  coverage  of any
         Dependent shall be effective as of the day on which such application is
         filed with respect to such Dependent.

2.04     Effective Date of Dependent Coverage
         ------------------------------------

         (a)      Except as provided in subsection (b) below, Dependent coverage
                  begins  on the  date  the  Dependent  becomes  eligible  under
                  Section  2.03  or  the  date  the  Eligible  Retiree  enrolls,
                  whichever is later.

         (b)      If a Dependent is Medically  Confined on the date the coverage
                  would otherwise start,  coverage shall not start until a final
                  release  from  Medical  Confinement  is made  by the  treating
                  Physician.  This  provision  also  applies  when  there is any
                  increase in Benefits which become effective under this Plan.

2.05     Determination of Coverage Eligibility
         -------------------------------------

         Except for those  persons  listed in Part I of Appendix A (such persons
         are expressly eligible to participate in this Plan), the Employer shall
         determine the  eligibility  of each Eligible  Retiree and Dependent for
         coverage  under this Plan based  upon any  information  to which it has
         access and such other information  furnished by the Eligible Retiree or
         Covered Retiree (as applicable).

2.06     Cessation of Covered Retiree Participation
         ------------------------------------------

         A Covered  Retiree shall cease to  participate in this Plan on the date
of the Covered Retiree's death.

2.07     Cessation of Dependent Coverage

         (a)      Except as  provided  in this  Section  2.07,  Dependents  of a
                  Covered  Retiree  cease  to  participate  in this  Plan on the
                  earlier of:

                  (i)      The date such person ceases to qualify as a Dependent
                           under  the  terms  of  this  Plan  (other  than  as a
                           deceased Spouse); or

                  (ii)     The  date  such  person  enters  active  military  or
                           similar service of any country.

         (b)      Notwithstanding  subsection (a) above,  if the Covered Retiree
                  should die, the coverage for the Covered  Retiree's Spouse and
                  Children who were covered under this Plan as Dependents on the
                  date of death shall continue, with no


                                 EXH 10(o) - Page 23
<PAGE>


                  required  contributions on their part (other than as expressly
                  provided  in  Section  3.03),  until the later of (i) or (ii),
                  where (i) is the third  anniversary of the date of the Covered
                  Retiree's  death,  and (ii) is the earlier of (A) the date the
                  surviving Spouse,  if any,  remarries or dies, or (B) the date
                  coverage  would  have  ceased  for any  other  reason  had the
                  Covered Retiree's death not occurred.  Such continued coverage
                  shall be provided only if such Dependents decline continuation
                  coverage under Article VII.









                                 EXH 10(o) - Page 24
<PAGE>


                                   ARTICLE III
                                   -----------
                                MEDICAL BENEFITS
                                ----------------


3.01     Benefit Provisions
         ------------------

         Benefits  under  this  Plan  shall be  payable  when  Covered  Expenses
         specifically  described  in  Article  III  are  Incurred  for  services
         rendered to a Covered  Person  after 12:01 A.M. of the first day of his
         participation  under this Plan and before 12:01 A.M. of the last day of
         his  participation  under this Plan.  An  expense is  considered  to be
         Incurred  at the time the service or supply for which it is Incurred is
         actually provided.

3.02     Copayments
         ----------

         (a)      Except as provided in subsections (b), (c), (d), and (e) below
                  or in  Sections  3.09,  3.13 or 3.16,  this Plan shall pay one
                  hundred percent (100%) of the Covered Expenses Incurred during
                  a  Calendar  Year  without   requiring  any   deductibles   or
                  copayments by the Covered Person.

         (b)      In the event a Covered  Expense  is  Incurred  for a Mental or
                  Nervous  Disorder or for  Alcoholism  or  Chemical  Dependency
                  treatment,  when not administered by the Mental Health Program
                  Administrator,  this Plan  shall pay eighty  percent  (80%) of
                  such Covered Expenses.

         (c)      The amount otherwise payable under subsection (a) above, shall
                  be reduced to eighty percent (80%) thereof if, with respect to
                  certain nonemergency  procedures,  the Covered Person does not
                  comply with the procedures of the ASO Managed Referral Program
                  set forth in Appendix B.

         (d)      The percentage  otherwise  payable under  subsection (a) above
                  shall be reduced to eighty percent (80%) of eligible  Hospital
                  Room and  Board  Charges  if the  Hospital  review  procedures
                  described  in  Appendix B are not  complied  with by a Covered
                  Person.

         (e)      Subsections  (b),  (c),  and (d)  above  will not  apply  with
                  respect  to  expenses  Incurred  while  a  Covered  Person  is
                  receiving benefits under Medicare.

3.03     Eligible Expenses for Covered Persons
         -------------------------------------

         The term "Eligible Expenses" means the expenses actually Incurred by or
         on behalf of a Covered Person for the charges listed below, but only if
         the expenses are Incurred  after such Covered  Person  becomes  covered
         under this Plan, the expenses are the Usual and Customary Charges,  and
         the services or supplies  provided are  recommended  by a Physician and
         are Medically  Necessary for the care and appropriate  treatment of the
         Illness  or  Injury.  Except  as set forth in  Sections  3.09 and 3.13,
         anything not specifically excluded is included as an Eligible Expense.



                                 EXH 10(o) - Page 25
<PAGE>


         Eligible Expenses shall include, but are not limited to, the following:

         (a)      Hospital Care
                  -------------

         The following  medical  services and supplies  furnished by a Hospital,
         Ambulatory  Surgical Center,  or a Birthing Center (such services shall
         be  subject  to  precertification,  as and to the  extent  set forth in
         Appendix B):

         (i)      Hospital Confinement

                  (A)      Room and Board, limited to Semi-Private room rate;

                  (B)      Intensive care Room and Board, limited to Hospital
                           ICU Rate;

                  (C)      Preadmission Testing;

                  (D)      Physician In-Patient Services;

                  (E)      In-Patient surgery and anesthesia;

                  (F)      In-Patient Prescription Drugs;

                  (G)      In-Patient lab and x-ray services;

                  (H)      In-Patient ancillary Hospital services;

                  (I)      In-Patient maternity care;

                  (J)      In-Patient blood and hemodialysis; and

                  (K)      In-Patient   therapy   services  such  as,  radiation
                           therapy, chemotherapy,  dialysis treatments, physical
                           therapy,    respiratory   and   pulmonary    therapy,
                           occupational therapy, and speech therapy.

         (ii)     Outpatient Services

                  (A)      Outpatient surgery;

                  (B)      Outpatient Physician office visits and injections;

                  (C)      Outpatient laboratory services;

                  (D)      Outpatient x-ray services;

                  (E)      Outpatient   therapy  services,   such  as  radiation
                           therapy, chemotherapy,  dialysis treatments, physical
                           therapy,    respiratory   and   pulmonary    therapy,
                           occupational therapy, and speech therapy; and


                                 EXH 10(o) - Page 26
<PAGE>


                  (F)      Outpatient  medical  supplies,   such  as  dressings,
                           splints,  casts, bandages, etc. ordered and dispensed
                           in a doctor's office.


         (b)      Skilled Nursing Facility Care
                  -----------------------------

         Daily Room and Board and nursing care  furnished  by a Skilled  Nursing
         Facility  shall be payable at one hundred  percent  (100%) of the Usual
         and Customary Charge only if and when:

                  (i)      the  patient  is  confined  as a bed  patient  in the
                           Facility;

                  (ii)     the  Confinement  starts  within  fourteen  (14) days
                           after a Hospital  Confinement  of at least  three (3)
                           days; and

                  (iii)    the   attending    Physician   certifies   that   the
                           Confinement   is  needed  for  further  care  of  the
                           condition that caused the Hospital Confinement.

         The amount of Benefits for such services  shall be subject to reduction
         in accordance  with Appendix B if such services are not approved by the
         ASO in accordance therewith.

         Covered  Expenses for a Covered Person's daily room charge in a Skilled
         Nursing Facility is limited to the daily charge of a Semi-Private room.

         (c)      Physician Care
                  --------------

         The  professional  services  of a  Physician  for  surgical  or medical
         services.

         (d)      Assistant Surgeon
                  -----------------

         The professional services of any assisting Physician other than a house
         staff member, intern, or resident for professional services rendered in
         the  performance  of a surgical or  radiotherapy  procedure.  This Plan
         shall pay an amount  equal to one hundred  percent  (100%) of the Usual
         and  Customary  Charge  for  the  surgery,   subject  to  reduction  in
         accordance with Appendix B if precertification by the ASO in accordance
         therewith is not obtained.

         (e)      Multiple Surgical Procedures
                  ----------------------------

         When more than one surgical  procedure  is  performed  through the same
         body opening during one operation, a Covered Person is covered for each
         procedure.

         (f)      Private Duty Nursing Care
                  -------------------------

         One  hundred  percent  (100%)  of the Usual and  Customary  Charges  of
         Private Duty Nursing care  approved by ASO shall be Eligible  Expenses.
         Such amount shall be


                                 EXH 10(o) - Page 27
<PAGE>


         subject to reduction in accordance with Appendix B if such services are
         not approved by the ASO in accordance therewith.

         Private  Duty  Nursing  care by a  licensed  nurse  (Registered  Nurse,
         Licensed  Practical Nurse, or Licensed Visiting Nurse) shall be limited
         to the following extent:

                 (i)     Inpatient  Nursing Care.  Charges are covered only when
                         care is Medically  Necessary or not Custodial in nature
                         and the Hospital's Intensive Care Unit is filled or the
                         Hospital has no Intensive Care Unit.

                 (ii)    Outpatient  Nursing Care. Charges are covered only when
                         care  is  Medically  Necessary  and  not  Custodial  in
                         nature.

         (g)      Home Health Care Services and Supplies
                  --------------------------------------

         One hundred  percent (100%) of the Usual and Customary  Charges for any
         service provided by a  state-licensed  Home Health Care Agency shall be
         considered   Eligible  Expenses  for  Home  Health  Care  Services  and
         Supplies,  provided:  (i) such  agency  services  are  prescribed  by a
         Physician  in writing in lieu of  Hospital  services  as part of a Home
         Health  Care  Plan  and  such  services  begin  within  seven  (7) days
         following a Hospital  Confinement;  and (ii)  Benefits  would have been
         payable as Medically  Necessary  if the services had been  performed in
         the  Hospital.  Such amount shall be subject to reduction in accordance
         with  Appendix  B if  such  services  are  not  approved  by the ASO in
         accordance therewith;

         A home health care visit will be considered a periodic  visit by either
         a nurse or  therapist,  as the case may be,  or four (4)  hours of home
         health aide services.

         (h)      Hospice Care Services and Supplies
                  ----------------------------------

         One  hundred  percent  (100%) of the Usual and  Customary  Charges  for
         Hospice Care Services and Supplies shall be covered,  but only when the
         attending  Physician has diagnosed  the Covered  Person's  condition as
         being a Terminal  Illness and placed the Covered Person under a Hospice
         Care Plan. Such amount shall be subject to reduction in accordance with
         Appendix B if such  services are not approved by the ASO in  accordance
         therewith.

         Treatment  shall be rendered  and billed by the Hospice Unit and may be
         provided  either in the Hospice Unit or in the home.  The program shall
         be accredited by the National Hospice  Organization and approved by the
         Claims Administrator.

         (i)      Other Medical Services and Supplies:
                  ------------------------------------

         The following services and supplies not otherwise included in the items
         above shall be Eligible Expenses:



                                 EXH 10(o) - Page 28
<PAGE>


                 (i)     Anesthetic;  oxygen;  blood and blood  derivatives that
                         are not donated or replaced; intravenous injections and
                         solutions  and the  administration  of  these  items is
                         included;

                 (ii)    Diagnostic x-rays;

                 (iii)   Laboratory studies;

                 (iv)    Radiation   or   chemotherapy    and   treatment   with
                         radioactive  substances,  including  the  materials and
                         services of technicians;

                 (v)     Rental  of  Durable   Medical   Equipment  or  surgical
                         equipment if deemed Medically Necessary,  provided that
                         any  expense  over Five  Thousand  Dollars  ($5,000.00)
                         shall be subject to  precertification  of the ASO as to
                         whether it is Medically  Necessary.  These items may be
                         bought rather than rented, but only if agreed to by the
                         Plan Administrator;

                 (vi)    Locally  Medically  Necessary  professional land or air
                         ambulance  service.  A charge  for this item shall be a
                         Covered  Expense  only if the service is to the nearest
                         Hospital or Skilled  Nursing  Facility where  necessary
                         treatment  can be provided,  but in any event,  no more
                         than fifty (50) miles from the place of pickup,  unless
                         the Claims  Administrator finds a longer trip Medically
                         Necessary.

                 (vii)   Surgical dressings,  splints,  casts, and other devices
                         used in the reduction of fractures and dislocations;

                 (viii)  Leg,  arm,  back,  and neck braces or trusses which are
                         required as a result of a disabling  Congenital Anomaly
                         or an Injury or Illness  that  occurred  while  covered
                         under this Plan;

                 (ix)    Artificial  legs,  arms,  or eyes required to replace a
                         lost natural body part  provided that the loss occurred
                         while covered under this Plan;

                 (x)     Physical Therapy by a Physical  Therapist.  The therapy
                         shall be in accordance with a Physician's  exact orders
                         as to type,  frequency,  and  duration and to improve a
                         body function;

                 (xi)    Speech therapy by a licensed speech therapist.  Therapy
                         shall be ordered by a Physician and follow either:  (i)
                         surgery for  correction of a Congenital  Anomaly of the
                         oral  cavity,  throat or nasal  complex  (other  than a
                         frenectomy)  of a person born while  covered under this
                         Plan; (ii) an Injury; or (iii) an Illness that is other
                         than a learning disorder or a Mental Disorder;

                 (xii)   Occupational   therapy  by  a   licensed   occupational
                         therapist.  Therapy  shall be ordered  by a  Physician,
                         result from an Injury or Illness  that  occurred  while
                         covered under this Plan and improve a body function;


                                 EXH 10(o) - Page 29
<PAGE>


                 (xiii)  Sterilization procedures;

                 (xiv)   Initial  contact lenses or glasses  required  following
                         cataract surgery;

                 (xv)    Hypodermic  needles and syringes,  and diabetic testing
                         agents.

                 (xvi)   Norplant;

                 (xvii)  Diaphragms.  A copy of the prescription  along with the
                         Pharmacy receipt shall be submitted for review;

                 (xviii) Abortion;

                 (xix)   Charges for smoking  cessation  program for cigarettes,
                         cigars,  pipes,  and  chewing  tobacco  for the Covered
                         Person and Spouse only;  provided,  however,  that upon
                         completion   of  the  program   the  patient   sends  a
                         certificate  of completion of the program to the Claims
                         Administrator  and remains "smoke free" for a period of
                         six (6) months.

                 (xx)    Charges  for  hearing  aids  that are  prescribed  by a
                         Physician; and

                 (xxi)   Expenses Incurred as a result of a nonrelated  adoption
                         of a  Child.  Eligible  Expenses  include,  but are not
                         limited  to,  legal fees and  medical  expenses  of the
                         birth mother.

         (j) This Plan is intended to allow any service  eligible under Medicare
         or any successor  program to be eligible for Benefits  under this Plan,
         subject to the Medicare maximum  allowable expense this Plan limits for
         Usual  and  Customary  Charges,  preauthorization  considerations,  and
         maximums.  However,  Benefits  under this Plan are not  intended  to be
         limited to only those services eligible under Medicare,  but rather are
         provided as set forth in this Plan. Any questions  concerning  services
         eligible for benefits under Medicare and not  specifically  excluded or
         included  under this Plan shall be resolved  by the Plan  Administrator
         consistent with such intent.

3.04     Care for Mouth, Teeth, and Gums
         -------------------------------

         Charges for the care of the mouth,  teeth, gums, and alveolar processes
         shall be Eligible  Expenses under this Article III only if that care is
         for the following oral surgical procedures:

         (a)      Excision  of  tumors  and  cysts of the  jaws,  cheeks,  lips,
                  tongue, roof and floor of the mouth.

         (b)      Emergency  repair due to Injury to sound natural  teeth.  This
                  repair  shall be made within  twelve (12) months from the date
                  of an Accident  which  Accident  shall have occurred while the
                  person was covered under this Plan.


                                 EXH 10(o) - Page 30
<PAGE>


         (c)      Surgery  needed to correct  Accidental  injuries  to the jaws,
                  cheeks,  lips,  tongue,  floor, and roof of the mouth when the
                  Injuries occurred while covered under this Plan.

         (d)      Excision of benign bony growths of the jaw and hard palate.

         (e)      External incision and drainage of cellulitis.

         (f)      Incision of sensory sinuses, salivary glands or ducts.

         No charge  shall be covered  under this Article III for dental and oral
         surgical   procedures   involving   Orthodontic   care  of  the  teeth,
         periodontal  disease,  and  preparing  the mouth for the  fitting of or
         continued use of dentures. See Article V.

3.05     Podiatry Care
         -------------

         One hundred  percent (100%) of the Usual and Customary  Charges for any
         nonsurgical, surgical, or Hospital services for podiatry care performed
         by  a  Podiatrist.  Such  amount  shall  be  subject  to  reduction  in
         accordance  with Appendix B if such  surgical or Hospital  services are
         not approved by the ASO in accordance therewith.

3.06     Spinal Manipulation/Chiropractic Services
         -----------------------------------------

         Services for chiropractic  procedures/spinal manipulation performed for
         therapeutic  purposes  by a  person  acting  within  the  scope  of his
         authority  under local law shall be considered for Benefits on the same
         basis as if such procedures had been performed by a Physician.

3.07     Preventative Care
         -----------------

         Covered  Expenses  shall be payable  for  preventive  care for  Routine
         Physical  Examinations,  routine mammograms,  and routine pap smears as
         follows:

         (a)      Charges  for  Routine  Adult  Physical  Examinations:  Routine
                  Physical  Examinations  for adults include care by a Physician
                  that is not for an Injury or Illness.  It includes charges for
                  related x-rays and laboratory  tests.  Maximum  Benefits under
                  this  Section  3.08 are  limited  to payment  for one  Routine
                  Physical Examination each Calendar Year.

                  (i)      Routine Physical  Examinations  including Physician's
                           charges,  chest  x-rays,  standard  EKG,  full  blood
                           analysis,  and sigmoidoscopy for those age forty (40)
                           or over;

                  (ii)     Routine mammograms

                           (A)    one  time  initial  (baseline)  mammogram  for
                                  women  between the ages of thirty two (32) and
                                  thirty nine (39);


                                 EXH 10(o) - Page 31
<PAGE>


                           (B)    a  mammogram  every  two (2)  years  for women
                                  between  the ages of forth (40) and forty nine
                                  (49); and

                           (C)    an annual  mammogram  for women age fifty (50)
                                  and over.

                  (iii)    Routine pap smears

                           (A)    This Plan shall pay one hundred percent (100%)
                                  of the Usual and Customary Charges for one (1)
                                  routine pap smear  including  the office visit
                                  per Calendar Year.

                           (B)    Visits for  routine PAP smears are not subject
                                  to  precertification  procedures  described in
                                  Appendix B.

         (b)      Charges for Well-Child Care:

         One  hundred  percent  (100%) of the Usual and  Customary  Charges  for
         Well-Child Care shall be Eligible Expenses for the following services:

                  (i)      Routine    Physical    Examination,     developmental
                           assessment,    history,    sensory    screening   and
                           appropriate  immunization  and laboratory  tests from
                           the moment of birth up to the sixth (6th) birthday.

                  (ii)     Services must be  supervised by a Physician,  and are
                           limited to the following intervals:

                           (A)    Birth, 1 week, and 2 weeks;

                           (B)    2, 4, 6, 9, 12, 15, and 18 months; and

                           (C)    Once each year from age 2 to age 6.

                  (iii)    Expenses include:

                           (A)    Routine   immunizations,    injections,    and
                                  inoculations to age 6;

                           (B)    A complete DPT (diphtheria pertussis) series;

                           (C)    A TB  (tuberculosis)  test as deemed necessary
                                  by the Physician;

                           (D)    HIB vaccination;

                           (E)    One hemoglobin blood test at each visit;

                           (F)    One urinalysis test at each visit; and

                           (G)    A complete polio series.



                                 EXH 10(o) - Page 32
<PAGE>


3.08     Transplant Coverage Limits
         --------------------------

         This  Plan  shall  pay one  hundred  percent  (100%)  of the  Usual and
         Customary Charges for Medically Necessary organ and tissue transplants,
         but not in excess of 100% of the Usual and  Customary  Charges for such
         transplants  by a  transplant  facility  certified  by the ASO. The ASO
         should be contacted via a toll-free number for a list of such certified
         facilities.

         Charges  otherwise  covered  under this Plan that are  Incurred for the
         care and treatment due to an organ or tissue  transplant are subject to
         the following limits:

         (a)      The  transplant  shall be  performed  to  replace  an organ or
                  tissue of the covered  Person.  However,  coverage is provided
                  only for the following  Medically  Necessary  organ and tissue
                  transplants and only if the transplant  program which requires
                  these services has been approved by the Plan Administrator and
                  ASO prior to the transplant procedure being performed.

                  (i)      Bone Marrow Transplants

                  (ii)     Heart Transplants

                  (iii)    Kidney Transplants

                  (iv)     Liver Transplants

                  (v)      Heart/Lung Transplants

         (b)      Benefits for the covered transplant service shall be paid only
                  if the  Covered  Person has been  covered  under this Plan for
                  Medical  Benefits for the  immediately  preceding  twelve (12)
                  consecutive months.

         (c)      For  transplant  services to be covered they shall be provided
                  during the transplant Benefit Period which is a period of time
                  which starts five (5) days prior to the day the Covered Person
                  receives the  transplant and ends twelve (12) months after the
                  date the transplant  procedure is performed.  A new transplant
                  Benefit Period starts only when the next transplant occurs six
                  (6) months after the previous transplant was performed.

         (d)      Transplant  center services are covered  provided the Facility
                  is approved by the Plan Administrator and

                  (i)      has  consistent,  fair  and  practical  criteria  for
                           selecting patients for transplants;

                  (ii)     has a written  agreement with an organization that is
                           legally authorized to obtain donor organs; and



                                 EXH 10(o) - Page 33
<PAGE>


                  (iii)    complies   with  all   federal  and  state  laws  and
                           regulations  that apply to transplants  covered under
                           this Plan.

         (e)      Charges for legally  obtaining  human donor organs from within
                  the United States or Canada shall be Eligible  Expenses  under
                  this Plan when the recipient is a Covered Person and the organ
                  is used for approved  covered  transplant  services.  When the
                  donor has  medical  coverage,  his plan  shall be the  primary
                  payor.  The Benefits under this Plan shall be reduced by those
                  payable  under the donor's plan.  Donor charges  include those
                  for:

                  (i)      evaluating the organ or tissue;

                  (ii)     removing the organ or tissue from the donor; and

                  (iii)    transportation of the organ or tissue from within the
                           United  States  or  Canada  to the  place  where  the
                           transplant is to take place within the United States.

         (f)      This Plan shall pay  for donor's fees.

         (g)      Coverage of reasonable travel and temporary lodging costs to a
                  designated Facility is limited to the following:

                  (i)      Pre-approved transportation for the recipient and one
                           (1) person accompanying the recipient to and from the
                           Facility  if the  patient  lives at least one hundred
                           (100)  miles  from the  designated  Facility.  If the
                           recipient  has  not  reached  his or  her  eighteenth
                           (18th)   birthday  at  the  time  of  the  transplant
                           procedure,  pre-approved  transportation  for two (2)
                           individuals accompanying the recipient are covered.

                  (ii)     Up to Two Hundred Fifty Dollars ($250.00) per day for
                           pre-approved   lodging   and  meals  for  the  person
                           accompanying the recipient.  If the recipient has not
                           reached his or her eighteenth  (18th) birthday at the
                           time  of  the  transplant   procedure,   pre-approved
                           lodging   and   meals   for   two   (2)   individuals
                           accompanying  the recipient are covered up to a total
                           Benefit of Four Hundred Dollars ($400.00) per day.


3.9      Exclusions and Limitations for Organ Transplants
         ------------------------------------------------

         In addition to the limitations and exclusions contained in this Section
         3.09 and in Section 3.13, this Plan does not provide Benefits  relating
         to an organ transplant for services, supplies or charges:

         (a)      which are not Medically Necessary;

         (b)      which are not furnished through a transplant  program approved
                  by this Plan;


                                 EXH 10(o) - Page 34
<PAGE>


         (c)      which  are not  furnished  by or under  the  regulations  of a
                  transplant center approved by this Plan;

         (d)      which are not provided during a transplant Benefit Period;

         (e)      which  are not  furnished  by or under  the  supervision  of a
                  transplant  center other than the transplant  center where the
                  transplant was performed;

         (f)      for other than legally obtained organs;

         (g)      which are  unrelated  to an organ  transplant  covered by this
                  Plan or  unrelated  to the  diagnosis  or treatment of Illness
                  resulting directly from the transplant;

         (h)      for blood donor fees;

         (i)      for medications which do not require a prescription;

         (j)      for travel time and travel related expenses of a Provider;

         (k)      for any transplant  when the condition  arose out of or in the
                  course of employment;

         (l)      rendered  for the  treatment  of a Mental  Disorder,  Chemical
                  Dependency,  or  Alcoholism,  whether  or not such  Illness is
                  connected to an organ transplant condition;

         (m)      which are not expressly listed as an Eligible Expense; or

         (n)      which are not approved,  prior to the service being  rendered,
                  by the  Plan  Administrator  and  the  ASO if and  only to the
                  extent expressly provided by this Plan.

         Any  service  not  specifically  excluded  herein  shall be an Eligible
Expense.

3.10     Coverage of Nursery Care
         ------------------------

         Routine  Nursery Care is Room and Board,  and other  normal  care,  for
         which a Hospital considers an expense and charges the patient.  Covered
         Expenses for Nursery Care include the Usual and  Customary  Charge made
         by the Hospital for routine  Nursery Care provided  while the mother is
         Hospital Confinement after birth, subject to the following:

         (a)      This coverage is only provided if a parent is a Covered Person
                  who was  covered  under  this Plan at the  termination  of the
                  Pregnancy  and  the  Child  is an  eligible  Dependent  and is
                  neither injured nor ill.



                                 EXH 10(o) - Page 35
<PAGE>


         (b)      The Benefit is limited to the Usual and Customary Charges made
                  by  a  Physician   for  the  Newborn   while  under   Hospital
                  Confinement as a result of the Child's birth.

3.11     Coverage of Pregnancy
         ---------------------

         The Usual and Customary Charges for the care and treatment of Pregnancy
         are covered the same as any other Illness.

3.12     Christian Science Practitioners and Nurses
         ------------------------------------------

         Expenses  for  visits  for  healing  purposes  by a  Christian  Science
         practitioner  listed as such in the Christian  Science Journal (current
         at the time of the visits) shall be considered for Benefits, subject to
         the  provisions  that would  apply if the  expenses  were  charged by a
         Physician.  Expenses for  professional  nursing services of a Christian
         Science  nurse  shall be  included  on the same  basis,  subject to the
         provisions that apply to expenses for other nursing services.

3.13     Medical Benefit Exclusions
         --------------------------

         The following shall not be considered  Eligible  Expenses under Article
III:

         (a)      Care  and  treatment  that is not  Medically  Necessary  or is
                  Experimental in nature or not an acceptable medical practice.

         (b)      Charges Incurred prior to the Effective Date or after coverage
                  is terminated.

         (c)      Care and  treatment  for  which  there  would  not have been a
                  charge if no coverage had been in force or the Covered  Person
                  has no legal obligation to pay.

         (d)      Charges  for  personal   comfort  items  such  as  television,
                  telephones, admission kits, lotion, powder, toothpaste, etc.

         (e)      Charges for  Physicians  fees for any  treatment  which is not
                  rendered by or in the physical  presence of the Physician,  or
                  not ordered by a Physician or not Medically Necessary.

         (f)      The part of an expense for care and  treatment of an Injury or
                  Illness that is in excess of the Usual and Customary Charge.

         (g)      Care and  treatment  of an Injury or Illness  that,  in either
                  case, is occupational,  that is, arises from any work for wage
                  or profit. However, an occupational Injury or Illness shall be
                  considered if the person is not eligible to apply for coverage
                  under Workers' Compensation or a like law.



                                 EXH 10(o) - Page 36
<PAGE>


         (h)      Care, treatment,  or supplies furnished by a program or agency
                  funded by any  government,  or any Injury or Illness  while in
                  active  military  duty.  This  subsection  does  not  apply to
                  Medicaid or where otherwise prohibited by law.

         (i)      For injuries  sustained while committing a crime or an assault
                  or  felony,  or  while   participating  in  a  riot  or  civil
                  insurrection.

         (j)      Any loss that is due to a declared or undeclared act of war.

         (k)      Any loss due to an intentionally  self-inflicted Injury, while
                  sane or insane.

         (l)      Professional  services  performed  by a person who  ordinarily
                  resides  in the  Covered  Person's  home or is  related to the
                  Covered Person whether the  relationship is by blood or exists
                  in law.

         (m)      Care  and  treatment  provided  for  cosmetic  reasons.   This
                  exclusion  will  not  apply  if the  care  and  treatment  are
                  Medically Necessary, and:

                  (i)      is  for  repair  of  damage  from  an  Accident  that
                           occurred  while the  person  was  covered  under this
                           Plan;

                  (ii)     is due solely to  surgical  removal of all or part of
                           the breast tissue  because of an Injury or Illness to
                           the breast; or

                  (iii)    is for correction of a Congenital  Anomaly in a Child
                           born while one of the parents was covered  under this
                           Plan.

         (n)      Routine  Physical  Examinations,  lab tests, and routine chest
                  x-rays beyond any such coverage allowed by this Plan.

         (o)      Services  or  supplies   provided   mainly  as  a  rest  cure,
                  maintenance,  or Custodial Care or for the primary  purpose of
                  changing or controlling one's environment.

         (p)      Care and  treatment  billed by a  Hospital  for  non-Emergency
                  Admissions on a Friday or a Saturday. This subsection does not
                  apply if surgery is performed within twenty-four (24) hours of
                  admission.

         (q)      Charges for telephone  consultations unless in lieu of patient
                  transport.

         (r)      Missed  appointments  or for the  completion of claim forms or
                  claim inquiries.

         (s)      Drugs, vitamins,  nutrients, and food supplements that are not
                  Prescription  Drugs,  even if prescribed or  administered by a
                  Physician.

         (t)      Any charges  Incurred  by a patient  while on leave of absence
                  from a Hospital  or while  confined  but during  which time no
                  treatment was rendered.


                                 EXH 10(o) - Page 37
<PAGE>


         (u)      Professional services billed by a Physician or nurse who is an
                  employee of a Hospital or Skilled Nursing Facility and paid by
                  the Hospital or Facility for the service,  including residents
                  and interns.

         (v)      Charges  for drugs  dispensed  in a  doctor's  office or "take
                  home" drugs upon Hospital discharge.

         (w)      Professional  nursing  services  if  rendered  by other than a
                  Registered  Nurse  or  a  Licensed  Practical  Nurse,   unless
                  specifically  listed as a Covered  Expense  elsewhere  in this
                  Plan and any precertification requirements are fulfilled.

         (x)      Services of any unlicensed Provider.

         (y)      Services that are of the nature of  educational  or vocational
                  testing or training.

         (z)      Exercise programs or equipment for treatment of any condition,
                  unless covered as Durable Medical Equipment.

         (aa)     Charges Incurred for  recreational  activities or recreational
                  travel, even if prescribed by a Physician.

         (bb)     Chelation (metallic ion therapy).

         (cc)     Care and  treatment  for  gender  identity  disorders  and sex
                  transformations.

         (dd)     Care and treatment for reversal of surgical sterilization.

         (ee)     Artificial insemination or in vitro fertilization, GIFT, ZIFT,
                  etc., and any other fertilization surgeries.

         (ff)     Care and  treatment  of an Injury or Illness that results from
                  engaging in competition for which  remuneration or prize money
                  is available to participants as the result of the competition.

         (gg)     Care and  treatment  of any Illness or Injury from any release
                  of nuclear  energy except only when  prescribed by a Physician
                  and used solely for medical  treatment or Illness or Injury of
                  the Covered Person.

         (hh)     Except for that provided in Article IV, eye  refractions,  eye
                  glasses,   contact  lenses,  or  the  fitting  of  them.  This
                  exclusion  does not apply to aphakic  patients and soft lenses
                  or sclera shells intended for use as corneal bandages.

         (ii)     Dental  care  except (i) as  provided in Article V and Section
                  3.04,  and (ii) for  Accidental  injury  to  natural  teeth if
                  initial  treatment is received within 72 hours of the Accident
                  and    on-going    treatment    is   being    rendered    with
                  pre-determination approval by the Plan Administrator.


                                 EXH 10(o) - Page 38
<PAGE>


         (jj)     The  following  care,  treatment,  or  supplies  for the feet:
                  orthopedic  shoes,   orthopedic  prescription  devices  to  be
                  attached to or placed in shoes;  treatment of weak,  strained,
                  flat, unstable or unbalanced feet, metatarsalgia, or bunions.

         (kk)     Swimming pools,  exercising  equipment,  vibratory  equipment,
                  elevators,    stair   lifts,   blood   pressure   instruments,
                  stethoscopes,  clinical thermometers, scales, elastic bandages
                  or stockings, wigs, devices for simulating natural female body
                  contours   (except   for   post   mastectomy   surgery),   and
                  non-prescription first-aid supplies.

         (ll)     Care and  treatment  for hair  loss,  unless due to Illness or
                  Disease.

         (mm)     Acupuncture or hypnosis,  except when performed by a Physician
                  in lieu of anesthesia.

         (nn)     Charges for premarital examinations,  preemployment physicals,
                  or insurance physicals.

         (oo)     Marital/family counseling.

         (pp)     Care and  treatment  of Mental  Disorders  beyond the  Benefit
                  limits set forth in Section 3.14.

         (qq)     Hospitalization   primarily  for  Physical  Therapy  or  other
                  rehabilitative  care,  hospitalization  primarily  for  x-ray,
                  laboratory  or other  diagnostic  studies,  except  where such
                  services  cannot  be  rendered  safely  and  adequately  on an
                  Out-Patient basis.

         (rr)     Charges for  processing  and testing  autologous or homologous
                  blood,  blood components or blood  derivatives which have been
                  donated for own use to be reused, in excess of normal charges.

         (ss)     Claims filed beyond the filing limitation period.

         (tt)     Legal expenses.

         (uu)     Charges for treatment for Temporomandibular  Joint Dysfunction
                  (TMJ) (TMJ is considered under Article V), upper and lower jaw
                  augmentation, or reduction procedures (orthognathic surgery).

         (vv)     Charges for treatment of Myofacial Pain Dysfunction (these are
                  considered under Article V).

         (ww)     Non-medical   self-care,   self-help  training,  and  holistic
                  medicine.

         (xx)     Biofeedback.



                                 EXH 10(o) - Page 39
<PAGE>


         (yy)     Charges  which  are not  specified  in this  Plan as  Eligible
                  Expenses.

         (zz)     Care, treatment,  or x-ray exams for mouth conditions that are
                  due to periodontal or periapical  disease,  involve any of the
                  teeth or  surrounding  tissue or  structure,  or  involve  the
                  alveolar  process or  gingival  tissue  (these are  considered
                  under Article V). This  exclusion does not apply to the extent
                  that dental care and treatment are specifically included under
                  Article III.

         (aaa)    Expenses  for the  surgical  removal of impacted  wisdom teeth
                  (these are considered under Article V).

         (bbb)    Charges for the use of a Freestanding Birthing Center.

         Any  medical  service  not   specifically   excluded  herein  shall  be
considered an Eligible Expense.

3.14     Mental Health/Substance Abuse Treatment Benefits
         ------------------------------------------------

         Mental health and substance abuse Benefits shall be administered by the
Claims Administrator.

         (a)      Prior Notice:  Before seeking treatment a Covered Person shall
                  contact the Mental Health Program Administrator. If the Mental
                  Health  Program   Administrator  is  not  contacted  prior  to
                  treatment  in  nonemergency  situations,   Benefits  shall  be
                  reduced by twenty percent (20%).

         (b)      Emergency Care: If a Covered Person requires  emergency mental
                  health hospitalization the Mental Health Program Administrator
                  shall be contacted  immediately,  and in no event,  later than
                  forty-eight  (48)  hours  after  the  Covered  Person's  first
                  emergency  treatment.  Failure  to contact  the Mental  Health
                  Program   Administrator   within  forty-eight  (48)  hours  of
                  treatment shall cause Benefits to be reduced by twenty percent
                  (20%),  unless it is not  reasonably  practicable to make such
                  contact within forty-eight (48) hours and such contact is made
                  as soon as reasonably practicable.

         (c)      Elective/Non-Emergency  Admission:  The Mental Health  Program
                  Administrator  should  be  contacted  at least  seven (7) days
                  prior to the elective admission.

3.15     Chemical Dependency/Substance Abuse
         -----------------------------------

         A  Covered  Person  shall  be  entitled  to up to two (2)  episodes  of
         treatment in the Covered  Person's  Lifetime.  Such treatment  shall be
         pre-approved by the Claims Administrator.

         (a)      The  Claims  Administrator  should be  contacted  prior to any
                  treatment or within  forty-eight  (48) hours of any  Emergency
                  Admission.


                                 EXH 10(o) - Page 40
<PAGE>


         (b)      Failure to contact  the Claims  Administrator,  as provided in
                  subsection  (a) above,  shall cause  Benefits to be reduced to
                  eighty  percent  (80%) for  treatment in the Covered  Person's
                  Lifetime.

         (c)      With regard to Emergency  Admission  for Chemical  Dependency,
                  once the Covered Person is stabilized,  the Covered Person may
                  be  required  to  move  to a  Network  Hospital,  if not  then
                  admitted to a Network Hospital.

         (d)      Claims for  treatment of Chemical  Dependency/Substance  Abuse
                  shall be submitted to the Claims Administrator.

3.16     Subrogation
         -----------

         Payment of Benefits is made subject to the  provisions  of this Section
3.16.

         (a)      If a Covered Person is injured and a third party may be liable
                  for the Covered Person's medical expenses, this Plan shall not
                  pay those  expenses  unless the Covered Person first agrees to
                  repay this Plan to the extent the Covered Person  recovers any
                  amounts actually paid by this Plan from the third party.

         (b)      A Covered Person, by receiving payment of Benefits,  agrees to
                  cooperate with the Plan  Administrator  to protect this Plan's
                  right to Subrogation.  This shall include,  but not be limited
                  to, the Covered  Person's  providing  this Plan with a written
                  assignment  of the  Covered  Person's  right to pursue a claim
                  against the third party or granting  this Plan a lien  against
                  proceeds  recovered from a third party.  The lien may be filed
                  with the  person  whose act caused  the  injuries,  his or her
                  agent, an insurer, a court having  jurisdiction in the matter,
                  or any other person.

         (c)      If the Covered Person receives  payment for such expenses from
                  the third party, by way of settlement or in satisfaction for a
                  judgment,  this Plan must be reimbursed by the Covered  Person
                  for all Benefits paid. The amount of such reimbursement  shall
                  not exceed the lesser of:

                  (i)      the amount  received by the  Covered  Person from the
                           third party; or

                  (ii)     the  amount  this  Plan  paid  with  respect  to said
                           Injury.

         (d)      In no event  shall  this Plan be  responsible  for  paying any
                  attorney fees the Covered Person may incur in connection  with
                  such  Subrogation  right,  unless this Plan agrees to pay such
                  expenses  in writing.  In no event shall this Plan's  right to
                  recover  from such third party be reduced  because the Covered
                  Person fails to recover all that he believes to be due.








                                 EXH 10(o) - Page 41
<PAGE>


                                   ARTICLE IV
                                   ----------
                              PRESCRIPTION BENEFITS
                              ---------------------


4.01     Prescription Drug Benefits
         --------------------------

         This  Plan  shall  pay one  hundred  percent  (100%)  of the  Usual and
         Customary  Charges of a Pharmacy  for any A-rated or  AB-rated  generic
         drug prescribed by a Physician, and, if there is no generic equivalent,
         the brand name  Prescription Drug available;  provided however,  that a
         Physician may require the use of the brand name  Prescription Drug if a
         generic  drug is  available  if the  prescription  contains  the legend
         "dispense  as written" in the  Physician's  handwriting.  Each  Covered
         Person shall be issued a Prescription Card that provides for the direct
         payment to participating  Pharmacies of the cost of Prescription  Drugs
         for  such  Covered  Person.  Benefits  shall  be paid  directly  to the
         Pharmacy by the issuer of such card or  reimbursed  by the  Employer if
         not so paid.

4.02     Exclusions
         ----------

         The following  shall not be considered  Covered  Expenses under Article
IV:

         (a)      A charge  excluded under Medical Plan  Exclusions (see Section
                  3.13).

         (b)      A drug or  medicine  that can  legally  be  bought  without  a
                  written  prescription.  This  does  not  apply  to  injectable
                  insulin.

         (c)      Devices of any type,  even though  such  devices may require a
                  prescription.  These devices  include (but are not limited to)
                  therapeutic devices,  artificial  appliances,  braces, support
                  garments, or any similar device (these may be considered under
                  Article III).

         (d)      Injectables,  immunization  agents,  biological sera, blood or
                  blood plasma, or medications  prescribed for parenteral use or
                  administration.

         (e)      A drug or medicine labeled:  "Caution - limited by federal law
                  to investigational use".

         (f)      Experimental drugs and medicines, even though a charge is made
                  to the Covered Person.

         (g)      Any charges for the administration of Prescription  Drugs; and
                  drugs  or   medicines   delivered  or   administered   by  the
                  prescriber.

         (h)      Any drug or medicine that is consumed or  administered  at the
                  place where it is dispensed.



                                 EXH 10(o) - Page 42
<PAGE>


         (i)      A drug or medicine that is to be taken by the Covered  Person,
                  in whole or in part,  while under Hospital  Confinement.  This
                  includes being confined in any institution that has a Facility
                  for the  dispensing  of drugs and  medicines on its  premises.
                  (These are considered under Article III.)

         (j)      A charge for Prescription Drugs which may be properly received
                  without charge under local, state or federal programs.

         (k)      A charge for hypodermic syringes and/or needles.

         (l)      Charges  for a  prescription  refill in  excess of the  number
                  specified by the Physician or any refill  dispensed  after one
                  (1) year from the order of a Physician.

         Any item described in Section 4.01 and not specifically excluded herein
         shall be considered an Eligible Expense under this Article IV.















                                 EXH 10(o) - Page 43
<PAGE>


                                    ARTICLE V
                                    ---------
                              DENTAL CARE BENEFITS
                              --------------------


5.01     Plan Limits for Dental Care
         ---------------------------

         This  Plan  shall  pay the Usual and  Customary  Charges  charged  by a
         Dentist or other  Physician for necessary  care,  appliances,  or other
         dental material listed as an Eligible Expense below.

         A dental charge is Incurred on the date the service or supply for which
         it is made is performed or furnished. However, there are times when one
         overall  charge  is made for all or part of a course of  treatment.  In
         this case, the Claims Administrator shall apportion that overall charge
         to each of the separate visits or treatments. The pro rata charge shall
         be considered to be Incurred as each visit or treatment is completed.

5.02     Eligible Expenses for Dental Care
         ---------------------------------

         (a)      Preventive Dental Procedures
                  ----------------------------

                  (i)      Routine   oral   exams,    including   the   cleaning
                           (prophylaxis) of the teeth limited,  however,  to two
                           (2) exams per Calendar Year per Covered Person.

                  (ii)     Four (4) bitewing x-rays per year.

                  (iii)    One (1)  fluoride  treatment  twice  (2) per year for
                           Dependents.

                  (iv)     Full mouth x-rays, once every three (3) years.

         (b)      Routine Dental Procedures
                  -------------------------

                  (i)      Dental   x-rays   (videographs)   not  covered  under
                           subsection   5.02(a)  above,  to  determine  required
                           dental treatment.

                  (ii)     Oral  Surgery,  limited  to  the  removal  of  teeth,
                           preparation  of the mouth for dentures and removal of
                           tooth-generated cysts of less than 1/4 inch.

                  (iii)    Periodontics (gum treatments).

                  (iv)     Endodontics (root canals).

                  (v)      Extractions including any anesthesia provided.

                  (vi)     Recementing bridges, crowns, or inlays.


                                 EXH 10(o) - Page 44
<PAGE>


                  (vii)    Fillings, other than gold.

                  (viii)   General anesthetics.

                  (ix)     Antibiotic drugs.


         (c)      Major Dental Procedure
                  ----------------------

                  (i)      Gold restorations,  including inlays, onlays and foil
                           fillings.  The cost of gold restorations in excess of
                           the cost for amalgam,  synthetic porcelain or plastic
                           materials shall be included only when the teeth shall
                           be restored with gold.

                  (ii)     Installing crowns.

                  (iii)    Installing   precision   attachments   for  removable
                           dentures.

                  (iv)     Installing  partial,  full or  removable  dentures to
                           replace  one  (1) or more  natural  teeth  that  were
                           extracted  while  the  person  was  covered  for this
                           Benefit.  This service also includes all  adjustments
                           made  during a six (6)  month  period  following  the
                           installation.

                  (v)      Adding clasps or rests to existing partial  removable
                           dentures.

                  (vi)     Initially  installing fixed bridgework to replace one
                           (1) or more natural teeth which were extracted  while
                           the person was covered for these Benefits.

                  (vii)    Repairing crowns, bridgework and removable dentures.

                  (viii)   Rebasing or relining removable dentures.

                  (ix)     Replacing  an  existing  removable  partial  or  full
                           denture  or  fixed  bridgework;  adding  teeth  to an
                           existing  removable partial denture;  or adding teeth
                           to existing  bridgework  to replace  newly  extracted
                           natural teeth. However, this item shall apply only if
                           one of the following tests is met:

                           (A)      The  replacement  or  addition  of  teeth is
                                    required  because  of  one or  more  natural
                                    teeth  being  extracted  after the person is
                                    covered under these Benefits;

                           (B)      The  existing   denture  or  bridgework  was
                                    installed  at least five (5) years  prior to
                                    its replacement and cannot currently be made
                                    serviceable; or



                                 EXH 10(o) - Page 45
<PAGE>


                           (C)      The  existing  denture  is of  an  immediate
                                    temporary  nature.  Further,  replacement by
                                    permanent  dentures  is  required  and shall
                                    take place  within  twelve  (12) months from
                                    the   date   the   temporary   denture   was
                                    installed.

         (d)      Orthodontic Treatment and Appliances
                  ------------------------------------

                  (i)      Treatment  to move  teeth by means of  appliances  to
                           correct a  handicapping  malocclusion  of the  mouth.
                           These services include:

                           (A)      This  Plan  shall  pay one  hundred  percent
                                    (100%) of the Usual  and  Customary  Charges
                                    for  preliminary  study,  including  x-rays,
                                    diagnostic casts, and Treatment Plan, active
                                    treatments, and retention appliance; and

                           (B)      Payments   for   comprehensive   full-banded
                                    Orthodontic treatments.  Such treatments are
                                    paid at fifty  percent  (50%)  of Usual  and
                                    Customary  Charges and made in eighteen (18)
                                    monthly  installments.  This Plan  shall pay
                                    fifty  percent  (50%) of the  banding in the
                                    first  monthly  installment.  The  remaining
                                    charges shall be paid at fifty percent (50%)
                                    in equal  installments  over a period of the
                                    next seventeen (17) months.

                   (ii)     This  Plan  shall not pay for any  Orthodontic  care
                            rendered  prior to the  Covered  Person's  effective
                            date  under  this  Plan.  This  Plan  shall  pay for
                            Orthodontic   care   after  the   Covered   Person's
                            Effective  Date  under this Plan if money is owed to
                            the  Physician  and the  covered  person is still in
                            treatment   based  on  the   remaining   course   of
                            treatment.

        (e)       Diagnosis  and  Non-Surgical  Treatment  of  Temporomandibular
                  --------------------------------------------------------------
        
                  Joint Dysfunction and Myofacial Pain Dysfunction

                  This Plan shall pay one  hundred  percent  (100%) of the Usual
                  and  Customary  Charges  for  treatment  for  a  diagnosis  of
                  Temporomandibular   Joint   Dysfunction   and  Myofacial  Pain
                  Dysfunction.

        (f)       Impacted Wisdom Teeth
                  ---------------------

                  This Plan shall pay one hundred percent (100%) of the Hospital
                  expenses  and one  hundred  percent  (100%)  of the  Usual and
                  Customary  Charges for the surgical removal of impacted wisdom
                  teeth.

        (g)       Predetermination of Benefits
                  ----------------------------

                  Before  commencing  dental  treatment  for which the charge is
                  expected to be Two Hundred Fifty Dollars  ($250.00) or more, a
                  Covered Person may submit a predetermination  of Benefits form
                  to the Mental Health Program Administrator.


                                 EXH 10(o) - Page 46
<PAGE>


                  (i)      The  regular  dental  claim  form  shall  be used and
                           completed  by  the  Dentist   itemizing  all  of  the
                           recommended  services,  costs for each and attach all
                           supporting   x-rays   to   the   form.   The   Claims
                           Administrator   shall   notify  the  Dentist  of  the
                           Benefits payable under this Plan.

                  (ii)     Any  services  not  included in the payable  expenses
                           reported to the  Dentist by the Claims  Administrator
                           may be  resubmitted to the Plan  Administrator  for a
                           redetermination   of   payable   expenses   for   the
                           recommended  treatment.  The Plan  Administrator  may
                           determine  that the excess  amounts  shall be paid by
                           this Plan in his sole and absolute discretion.

                  (iii)    If a description  of the  procedures to be performed,
                           x-rays and an estimate of the Dentist's  fees are not
                           submitted    prior   to    treatment,    the   Claims
                           Administrator   reserves   the   right   to   make  a
                           determination of Benefits payable taking into account
                           alternative   procedures,   services  or  courses  of
                           treatment,  based on  accepted  standards  of  dental
                           practices. If verification of the necessity of dental
                           services  cannot  reasonably  be made,  the  Benefits
                           payable may be reduced.

         (h)      Alternative Treatment
                  ---------------------

                  If a Covered Person chooses a more expensive treatment than is
                  needed  to  correct a dental  problem  according  to  accepted
                  standards of dental  practice,  the Benefit  shall be based on
                  the  cost  of  the  treatment  which  provides  professionally
                  satisfactory  results at the most  cost-effective  level.  Any
                  difference  in cost  between the  professionally  satisfactory
                  treatment and patient choice of treatment shall be paid by the
                  Covered Person.

5.03     Dental Benefit Exclusions
         -------------------------

         The following shall not be considered Covered Expenses under Article V:

         (a)      Services that are excluded under Section 3.14 (Medical Benefit
                  Exclusions).

         (b)      Care,  treatment  or supplies  for which a charge was Incurred
                  before a person was Covered under this Plan.

         (c)      Charges  excluded  or  limited  by this Plan as stated in this
                  document.

         (d)      Charges  Incurred  for which the  Covered  Person has no legal
                  obligation to pay.

         (e)      Care and  treatment  of an Injury or Illness  that,  in either
                  case, is  occupational - that is, arises from work for wage or
                  profit, including self-employment.

         (f)      Care and  treatment  for  which  there  would  not have been a
                  charge if no coverage had been in force.


                                 EXH 10(o) - Page 47
<PAGE>

         (g)      Care,  treatment or supplies  furnished by a program or agency
                  funded by any  government.  This does not apply to Medicaid or
                  when otherwise prohibited by law.

         (h)      Care   and   treatment   that  is   either   Experimental   or
                  Investigational in nature or not Medically Necessary.

         (i)      The part of an expense for care and  treatment of an Injury or
                  Illness that is in excess of the Usual and Customary Charge.

         (j)      For Injuries  sustained while  committing an assault or felony
                  or while participating in a riot or civil insurrection.

         (k)      Any loss that is due to a declared or undeclared act of war.

         (l)      Any loss due to an intentionally  self-inflicted Injury, while
                  sane or insane.

         (m)      All diagnostic and treatment services related to the treatment
                  of  jaw  joint  problems  including   Temporomandibular  Joint
                  Dysfunction and Myofacial Pain Dysfunction.

         (n)      Services  that,  to any extent,  are payable under any medical
                  expense Benefits of this Plan. See Article III.

         (o)      Services  which are not included in the list of covered dental
                  services.

         (p)      Crowns for teeth that are restorable by other means or for the
                  purpose of periodontal splinting.

         (q)      Crowns,  fillings  or  appliances  that  are  used to  connect
                  (splint)  teeth,  changes  or alters  the way the teeth  meet,
                  including  altering  the vertical  dimension or restoring  the
                  bite (occlusion), or are cosmetic in nature.

         (r)      Orthognathic surgery.

         (s)      Expense of denture  replacement less than five (5) years after
                  a preceding denture replacement.

         (t)      Expenses  Incurred for  dentures  during the twelve (12) month
                  period  after  the  Effective  Date of dental  coverage,  with
                  respect to the Covered Person, unless:

                  (i)      Dentures are required  because of the  extraction  of
                           one or more natural teeth after the Effective Date of
                           dental coverage; and

                  (ii)     The  insertion  of an opposing  denture  necessitates
                           replacement  of an existing  denture,  subject to the
                           above provisions.


                                 EXH 10(o) - Page 48
<PAGE>


         Any item or  service  described  in Section  5.02 and not  specifically
         excluded herein shall be considered an Eligible Expense.




















                                 EXH 10(o) - Page 49
<PAGE>

                                   ARTICLE VI
                                   ----------
                              VISION CARE BENEFITS
                              --------------------


6.01     Plan Limits
         -----------

         This  Plan  shall  pay one  hundred  percent  (100%)  of the  Usual and
         Customary  Charges for vision care and  related  services,  such as eye
         examinations, frames and lenses, based on the following schedule:

          (a)     Vision exams              100% of charges

          (b)     Clear Lenses (Pair)
                  Single vision             100% of charges
                  Bifocal                   100% of charges
                  Trifocal                  100% of charges

          (c)     Frames                    100% of charges

          (d)     Contact Lenses
                  Cosmetic or medically     100% of charges
                  necessary (in lieu
                  of lenses and frame
                  allowance)

          (e)     Frequency of Service
                  Vision Exam               once every 12 months
                  Lenses                    once every 12 months
                  Frames                    once every 24 months
                  Contact lenses            once every 24 months

6.02     Provider Reimbursement
         ----------------------

         Any Covered  Person may visit the  Optometrist  of their choice for the
         above vision care  services.  The Covered Person shall be reimbursed by
         this Plan according to the limits set forth in Section 6.01.

6.03     Vision Care Limits and Exclusions
         ---------------------------------

         This Plan shall not  provide  Benefits  for  professional  services  or
materials connected with:

         (a)      Orthoptic or vision  training and any associated  supplemental
                  testing;  Plano  lenses;  or two  pair of  glasses  in lieu of
                  bifocals;

         (b)      Medical or surgical  treatment of the eyes  (considered  under
                  Article III);


                                 EXH 10(o) - Page 50
<PAGE>


         (c)      Any eye examination or any corrective  eyewear  required by an
                  Employer as a condition of employment;

         (d)      Any Injury or Illness for which  coverage is provided under an
                  Workers'  Compensation  or similar law, or which  otherwise is
                  work-related;

         (e)      Safety goggles or sunglasses, including prescription type;

         (f)      Subnormal vision aids or nonprescription lenses;

         (g)      Charges  in excess of the Usual and  Customary  Charge for any
                  care, treatment, service or supply;

         (h)      Any expense which is covered  under another  provision of this
                  Plan; and

         (i)      Experimental treatment or device.

         Any item or  service  otherwise  described  in this  Article VI and not
         specifically excluded herein shall be considered an Eligible Expense.


















                                 EXH 10(o) - Page 51
<PAGE>


                                   ARTICLE VII
                                   -----------
                            CONTINUATION OF COVERAGE
                            ------------------------


7.01     General
         -------

         Notwithstanding  any provision of this Plan to the  contrary,  coverage
         for  certain  Benefits  under  this  Plan for a Covered  Person  may be
         continued in accordance  with the provisions of this Article VII. These
         provisions  are intended to comply with COBRA and are to be interpreted
         consistent with such intent.

7.02     Continuation of Coverage
         ------------------------

         (a)      Right to Elect Continuation Coverage.

                  Each Qualified  Beneficiary who would lose coverage under this
                  Plan as a result of a  Qualifying  Event  shall be entitled to
                  elect, within the Election Period, Continuation Coverage under
                  this Plan.  Except with respect to a minor Child,  an election
                  not to receive  Continuation  Coverage is only  binding on the
                  individual making the election.

         (b)      Special Definitions.

                  Solely for purposes of this Section 7.02:

                  (i)      Continuation  Coverage means coverage under this Plan
                           which, as of the time coverage is being provided,  is
                           identical  to the coverage  provided  under this Plan
                           immediately   prior  to  the  Qualifying  Event  with
                           respect to  similarly  situated  Covered  Persons for
                           whom a Qualifying Event has not occurred.

                  (ii)     Qualified   Beneficiary  means,  with  respect  to  a
                           Covered Person,  any other individual who, on the day
                           before the Qualifying  Event for such Covered Person,
                           is a Covered Person under this Plan as:

                           (A)      The Spouse of the Covered Retiree, or

                           (B)      The Dependent Child of the Covered Retiree.

                           In  the  case  of a  Qualifying  Event  described  in
                           Section  1.104(d),  the affected  Covered  Retiree is
                           also a Qualified Beneficiary.

                  (iii)    Election  Period  means the one hundred  twenty (120)
                           day  period  beginning  on  the  later  of  the  date
                           coverage under this Plan would terminate by reason of
                           a Qualifying Event, or the date notice is provided in
                           accordance with subsection (e) below.


                                 EXH 10(o) - Page 52
<PAGE>


                  (iv)     Dependent  includes  a child who is born to or placed
                           for  adoption  with the  Covered  Retiree  during the
                           period of  continuation  coverage  under this Section
                           7.02.

         (c)      Period of Coverage.

                  (i)      If Continuation  Coverage is elected,  coverage shall
                           continue  from the date of the  Qualifying  Event and
                           shall end on:

                           (A)      In the  case  of a loss  of  coverage  which
                                    occurs as a result of an event  described in
                                    Section  1.104(d),  the date of death of the
                                    Covered  Retiree or, if the Covered  Retiree
                                    died prior to the loss of coverage, the date
                                    of  death  of the  surviving  Spouse  of the
                                    deceased Covered Retiree.

                           (B)      In the case of the Covered  Retiree's death,
                                    coverage  shall  end on the  last day of the
                                    36-month  period  that begins on the date of
                                    the Covered Retiree's death.

                           (C)      In the  case  of a loss  of  coverage  which
                                    occurs as a result of the Covered  Retiree's
                                    divorce or legal separation, the last day of
                                    the 36-month  period that begins on the date
                                    of such divorce or legal separation.

                           (D)      In the  case  of a loss  of  coverage  which
                                    occurs  as a result of the loss of a child's
                                    status as a  Dependent,  the last day of the
                                    36-month  period  that begins on the date of
                                    such loss of status.

                  (ii)     Notwithstanding the foregoing,  Continuation Coverage
                           shall cease on the earliest of the following dates:

                           (A)      The applicable  date described in subsection
                                    7.02(c)(i),

                           (B)      The date on which there is a failure to make
                                    timely payment  (including any minimum grace
                                    period  required  by  federal  law)  of  any
                                    premium  with   respect  to  the   Qualified
                                    Beneficiary, or

                           (C)      The date on which the Qualified  Beneficiary
                                    (after  the  date  he  elected  Continuation
                                    Coverage),

                                    (1)     Is   covered  as  an   employee   or
                                            otherwise   under  any  other  group
                                            health  plan  which  does not have a
                                            preexisting  condition  exclusion or
                                            limitation provision, or

                                    (2)     Is entitled to Medicare benefits.



                                 EXH 10(o) - Page 53
<PAGE>


         (d)      The premium cost payable by the Qualifying Beneficiary for any
                  period of  Continuation  Coverage under this Article VII shall
                  be  established by the Plan  Administrator  and may not exceed
                  one hundred  percent (100%) of the applicable  premium cost to
                  this  Plan  for  Continuation  Coverage  for such  period  for
                  similarly   situated   Covered   Persons,   as  determined  in
                  accordance with reasonable  actuarial  standards  consistently
                  applied.

         (e)      The Qualified Beneficiary will have forty five (45) days after
                  selection of  continuation  coverage to submit initial payment
                  to this  Plan  for the  entire  period  of  coverage  from the
                  Qualifying  Event to the end of the month in which  payment is
                  submitted.  If payment is not received  within forty five (45)
                  days  after  the date of  selection,  the  right  to  continue
                  coverage  will be lost.  The Qualified  Beneficiary,  if he so
                  elects  Continuation  Coverage,  shall make subsequent monthly
                  installments of such premium cost.

         (f)      The Plan  Administrator  shall provide  written  notice of the
                  rights provided by this Section 7.02.

                  (i)      Notice shall be provided to each Covered Retiree, his
                           Spouse,  and any other  Dependent  not residing  with
                           either the covered Retiree or his Spouse, on the date
                           an individual commences coverage under this Plan.

                  (ii)     Notice shall be provided to any Qualified Beneficiary
                           no later than fourteen  (14) calendar days  following
                           the date of a  Qualifying  Event  resulting  from the
                           Covered  Retiree's death or the Employer  instituting
                           proceedings under Title 11 of the United States Code.

                  (iii)    Notice shall be provided to any Qualified Beneficiary
                           no later than fourteen  (14) calendar days  following
                           the time the Plan  Administrator  is  notified by the
                           Covered   Retiree  or  Qualified   Beneficiary  of  a
                           Qualifying  Event for which the  Covered  Retiree  or
                           Qualified  Beneficiary is required to notify the Plan
                           Administrator under subsection (iv) below.

                  (iv)     The Covered  Retiree or Qualified  Beneficiary  shall
                           notify the Plan  Administrator  of a Qualifying Event
                           resulting from the Covered Retiree's divorce or legal
                           separation  or from a Child's  losing his status as a
                           Dependent   under  this  Plan.  To  be  eligible  for
                           Continuation   Coverage,   the  Covered   Retiree  or
                           Qualified   Beneficiary   shall   notify   the   Plan
                           Administrator  of such Qualifying Event no later than
                           sixty (60) days following the date of such Qualifying
                           Event.

                  (v)      The  Qualified  Beneficiary  has  60  days  to  elect
                           continuation of coverage from the later of:

                           (A)      the Qualifying Event, or


                                 EXH 10(o) - Page 54
<PAGE>


                           (B)      the date the  notice  of his or her right to
                                    elect  continuation  of coverage is given by
                                    this  Plan,   provided  that  the  Qualified
                                    Beneficiary  has  complied  with the  notice
                                    requirements described above.

                  (vi)     If continuation of coverage is not elected,  coverage
                           will end on the date the event causing termination of
                           coverage occurred;  provided, however, that Dependent
                           coverage  shall  continue as provided in Section 2.07
                           if the Dependent declines coverage under this Article
                           VII in accordance  with the  provisions of subsection
                           2.07(b).



































                                 EXH 10(o) - Page 55
<PAGE>



                                  ARTICLE VIII
                                  ------------
                            COORDINATION OF BENEFITS
                            ------------------------


8.01     Definitions
         -----------

         The  payment  of  all  Benefits  under  this  Plan  is  subject  to the
         provisions of this Article VIII. For purposes of this Article VIII:

         (a)      Coordination  of Benefits  means that if the Covered Person is
                  covered under an Other Plan, as defined in subsection 8.01(b),
                  (or is treated under  Section 8.03 as so covered),  the amount
                  payable under this Plan,  when added to the amount or value of
                  the benefits or services  provided by all Other  Plans,  shall
                  equal the amount of the Allowed Expense which is Incurred.  In
                  no event  will the  amount  payable  by this Plan be more than
                  would  have  been   payable  if  there  were  no  Other  Plan.
                  Coordination  of  Benefits  provisions  shall be  applied on a
                  Calendar Year basis.

         (b)      Other  Plan  means  the  following  coverages,  excluding  any
                  coverage  under  (i),  (ii),  (iii),  or  (iv)  below  that is
                  attributed to coverage of a Covered Person as a "self-employed
                  individual"  or as an  "owner-employee",  as such quoted terms
                  are defined by section 401(c) of the Internal Revenue Code:

                  (i)      group, blanket or franchise insurance coverage,

                  (ii)     Hospital  service  prepayment  plan on a group basis,
                           medical  service  prepayment  plan on a group  basis,
                           group  practice,  or other  prepayment  coverage on a
                           group basis,

                  (iii)    any coverage under labor  management  trusteed plans,
                           union welfare plans,  employer organization plans, or
                           employee benefit organization plans,

                  (iv)     any  group  coverage  through  a  Health  Maintenance
                           Organization    under    the    Health    Maintenance
                           Organization  Act  of  1973,  or any  state  licensed
                           health care maintenance organization, and

                  (v)      any coverage under Medicare or any other governmental
                           programs, or any coverage required or provided by any
                           statute,  which  coverage is not  otherwise  excluded
                           from the calculation of Benefits under This Plan.

                  Notwithstanding the foregoing, the term "Other Plan" shall not
                  include  any  individual  policies or  policies  designed  for
                  individual   purchasers.   The  term  "Other  Plan"  shall  be
                  construed separately with respect to each policy,


                                 EXH 10(o) - Page 56
<PAGE>


                  contract,  or other  arrangement  for benefits or services and
                  separately  with  respect to that  portion of any such policy,
                  contract,  or other  arrangement  which  reserves the right to
                  take  the   benefits   or   services   of  Other   Plans  into
                  consideration  in  determining  its  benefits and that portion
                  which does not.

         (c)      Allowed Expense means the Usual and Customary Charge for which
                  the  claimant is entitled to payment  under one or more plans.
                  When  any  Other  Plan  provides  services  rather  than  cash
                  payment, the reasonable cash value of each service shall be an
                  Allowed Expense.

                  The amount  charged by the Health  Care  Provider to the Other
                  Plan for an item of health  expense shall be considered as the
                  amount the Health Care Provider will accept as payment in full
                  for the item of expense.  If such amount  charged to the Other
                  Plan, which is otherwise acceptable under this subsection (c),
                  differs from the reported charge, Allowed Expense for the item
                  of health expense shall not exceed the smaller of the charges.

         (d)      Effect on Benefits. If a person is covered under This Plan and
                  under  one or more  Other  Plans,  the rules set forth in this
                  subsection  (d) shall  govern.  These rules  establishing  the
                  order of benefit determination are:

                  (i)      The benefits of any Other Plan which does not contain
                           provisions  governing  coordination  of benefits with
                           other plans shall be  determined  before the Benefits
                           of This Plan.

                  (ii)     The  benefits of any plan which  covers the person on
                           whose expenses claim is based as an employee shall be
                           determined before the benefits of a plan which covers
                           such person as a dependent.

                  (iii)    Except as provided in subsection (iv),  below, if the
                           person on whose expense claim is based is a dependent
                           child,  the  benefits  of any plan  which  covers the
                           parent  having the earlier  birthday in the  calendar
                           year shall be  determined  before the  benefits  of a
                           plan  which  covers  the  other   parent;   provided,
                           however,  that  if the  parents  of  such  child  are
                           legally separated or divorced, the benefits of a plan
                           which covers the parent  having  custody of the child
                           shall be  determined  before the  benefits  of a plan
                           which  covers the natural  parent not having  custody
                           unless the parent having  custody has  remarried.  If
                           the parent having custody has remarried, the benefits
                           of a plan which covers the parent  having  custody of
                           the child shall be determined  first, the benefits of
                           a  plan  which   covers  the   stepparent   shall  be
                           determined  second,  and the benefits of a plan which
                           covers the natural parent not having custody shall be
                           determined third.

                  (iv)     Notwithstanding  subsection  (iii) above,  if a court
                           order  has   established   which  parent  shall  have
                           financial responsibility for a dependent child,


                                 EXH 10(o) - Page 57
<PAGE>


                           the  benefits  of any plan which  covers  such parent
                           shall be  determined  first,  the  benefits of a plan
                           which  covers  the  other  natural  parent  shall  be
                           determined  second,  and the benefits of a plan which
                           covers the  stepparent,  if any,  shall be determined
                           third.

                  (v)      The  benefits  of any plan  required  or  provided by
                           statute  which  covers  the  person for any injury or
                           disease arising out of the ownership,  maintenance or
                           use of a motor vehicle shall be determined before the
                           Benefits of This Plan.

                  (vi)     When the  rules in  subsections  (i) (v) above do not
                           establish  an order  of  benefit  determination,  the
                           benefits of any plan which has covered the person for
                           whose  expenses  the  claim is based  for the  longer
                           period  of  time  shall  be  determined   before  the
                           benefits of a plan which has covered  such person the
                           shorter period of time.

         (e)      Right to  Information.  It may be necessary for information to
                  be  obtained  or  released  in  order  to  coordinate  Benefit
                  payments  with Other Plans.  Claimants  shall furnish all such
                  information to the Plan Administrator upon request.
         (f)      Right of Recovery and Direct Payment.  This Plan has the right
                  to recover from  persons any payments  made by this Plan which
                  exceed those required by these provisions.  This Plan also has
                  the right to make direct payment to persons of amounts paid by
                  them which  should have been paid by this Plan.  Such  payment
                  shall be deemed  Benefits under this Plan and shall  discharge
                  this Plan's liability to the extent of the payment.

         (g)      Right to Receive and Release  Necessary  Information.  For the
                  purpose of determining the  applicability  of and implementing
                  the terms of this  Article  VIII or any  provision  of similar
                  purpose of any Other Plan, the Plan Administrator may, without
                  the consent of or notice to any  person,  release to or obtain
                  from any insurance company or other organization or person any
                  information,  with  respect  to any  person,  which  the  Plan
                  Administrator  deems to be necessary  for such  purposes.  Any
                  person claiming  benefits under This Plan shall furnish to the
                  Plan  Administrator  such  information  as may be necessary to
                  implement this provision.

8.02     Medicare
         --------

         Upon a  Covered  Person's  attainment  of age  65,  this  Plan  becomes
         secondary  to Medicare  whether or not such  Covered  Person  elects to
         enroll in Medicare. This Plan is designed with the expectation that all
         eligible persons shall enroll in Medicare Part A and Part B. Therefore,
         Benefits  payable  under this Plan shall be limited to amounts that are
         otherwise  payable  by this  Plan in excess  of those  amounts  that an
         eligible   person   shall  be  eligible  to  receive   from   Medicare,
         notwithstanding  any election by the  eligible  person not to enroll in
         Medicare.


                                 EXH 10(o) - Page 58
<PAGE>



8.03     Mandatory Other Plan Coverage
         -----------------------------

         Any Covered  Person who is or becomes  eligible for  coverage  under an
         Other Plan excluding  Medicare shall notify the Plan  Administrator  of
         such  eligibility.  The Plan  Administrator  may require  such  Covered
         Person  (including  his Covered  Dependents) to become a participant in
         such Other Plan. If such a requirement is imposed,  the following rules
         shall apply:

         (a)      If such covered  Person  refuses to  participate in such Other
                  Plan,  Benefits  under  This Plan  shall be limited to amounts
                  that  otherwise  would be payable under This Plan in excess of
                  those amounts that such a Covered  Person would be eligible to
                  receive from such Other Plan if he had  participated as of the
                  earliest    permissible    participation    eligibility   date
                  thereunder.

         (b)      If such a Covered  Person agrees to  participate in such Other
                  Plan, the Employer shall reimburse such Covered Person for one
                  hundred  percent  (100%) of the amount by which  such  Covered
                  Person's annual cost of coverage under such Other Plan for him
                  and his Covered  Dependents  exceeds an annual  amount of five
                  hundred  dollars  ($500.00).   The  Employer  shall  pay  such
                  reimbursement  amount monthly upon receipt of documentation by
                  such Covered Person of his cost of coverage.

8.04     Intent
         ------

         It is the  intent  of this  Article  VII that the  aggregate  amount of
         Benefits  paid  under This Plan and all Other  Plans with  respect to a
         Covered  Person for any Covered  Expense shall equal 100% of the amount
         of  Benefits  that  would  have been  payable  under This Plan for such
         Covered  Expense if there had been no coverage of such  Covered  Person
         under such Other Plan.

8.05     Dispute
         -------

         If there is any dispute or other disagreement between This Plan and any
         Other  Plan as to which  plan is  responsible  for the  payment  of any
         Covered  Expense,  or portion  thereof,  with  respect  to any  Covered
         Person,  (a) This Plan  shall pay the full  amount of the such  Covered
         Expense,  or portion  thereof,  that would have been payable under This
         Plan if there had been no coverage of such  Covered  Person  under such
         Other  Plan,  and (b) This Plan  shall be  subrogated  to such  Covered
         Person's  rights  under such Other Plan to be  reimbursed  for the full
         amount to which such  Covered  Person may be entitled  under such Other
         Plan.






                                 EXH 10(o) - Page 59
<PAGE>

                                   ARTICLE IX
                                   ----------
                    CLAIMS PROCEDURE AND PAYMENT OF BENEFITS
                    ----------------------------------------


9.01     Application for Benefits.
         -------------------------

         (a)      To entitle himself to the payment of any Benefits for which he
                  is eligible  under this Plan,  a Covered  Person  shall comply
                  with such  administrative  rules and  procedures as the Claims
                  Administrator  may prescribe  with reference to the completion
                  and  filing  of a claim  application  form or forms  and shall
                  furnish  such  other  pertinent   information  as  the  Claims
                  Administrator may require,  together with documentary evidence
                  in support of his claim.  A Covered  Person shall also provide
                  the Claims Administrator with written  authorization to obtain
                  information from his Physician pertaining to the diagnosis and
                  related matters.

         (b)      The Plan  Administrator,  at its own  expense,  shall have the
                  right and opportunity to require the examination of the person
                  whose Illness is the basis of a claim  hereunder,  when and so
                  often as it may reasonably be required during pendency of such
                  claim.

         (c)      No Benefits  shall be paid for claims which are received  more
                  than two (2) years after the expense is Incurred.

9.02     Claims Procedure
         ----------------

         (a)      The Claims  Administrator  shall,  within a  reasonable  time,
                  consider the claim and shall issue its  determination  thereon
                  in writing.  If the claim is granted,  the appropriate payment
                  shall be made.

         (b)      If the  claim  is  wholly  or  partially  denied,  the  Claims
                  Administrator  shall provide the claimant with written  notice
                  of the denial,  setting  forth,  in a manner  calculated to be
                  understood by the claimant,

                  (i)      The specific reason or reasons for the denial,

                  (ii)     Specific  references to pertinent Plan  provisions on
                           which the denial is based,

                  (iii)    A   description   of  any   additional   material  or
                           information necessary for the claimant to perfect the
                           claim  and an  explanation  of why  the  material  or
                           information is necessary, and

                  (iv)     An explanation of this Plan's claim review procedure.



                                 EXH 10(o) - Page 60
<PAGE>


         (c)      Written  notice  of  the  disposition  of  a  claim  shall  be
                  furnished to the claimant as soon as possible,  but  generally
                  within ninety (90) days after the claim is filed.  However, if
                  special   circumstances  require  an  extension  of  time  for
                  processing,  written  notice of the extension  indicating  the
                  special  circumstances  shall  be  furnished  to the  claimant
                  within ninety (90) days after the claim is filed,  and written
                  notice of the  disposition  of the claim shall be furnished to
                  the  claimant  within one hundred  eighty (180) days after the
                  claim is filed. If notice of denial or of the extension of the
                  time for processing of a claim is not given within ninety (90)
                  days (or within one hundred  eighty (180) days if notice of an
                  extension has been given), such claim shall be deemed denied.

         (d)      Each claimant shall have the  opportunity to appeal in writing
                  the  Claims  Administrator's  denial  of a claim  to the  Plan
                  Administrator for a full and fair review.  The claimant or his
                  or her duly authorized representative

                  (i)      May request a review by filing a written  application
                           with the Plan Administrator,

                  (ii)     May review pertinent documents, and

                  (iii)    May submit issues and comments in writing.

         (e)      A claimant  may request  review of a denied claim within sixty
                  (60) days after  receipt by the claimant of written  notice of
                  denial of his or her claim.

         (f)      The Plan Administrator shall adopt written procedures pursuant
                  to which claims shall be reviewed and may, in its  discretion,
                  adopt   different   written   administrative   procedures  for
                  different  claims  without  being bound by past  actions.  Any
                  administrative  procedures adopted, however, shall be designed
                  to  afford a  claimant  a full and fair  review  of his or her
                  claim.

         (g)      Reviews shall be conducted by the review  official  (which may
                  be a person,  a committee or an arbitrator)  designated by the
                  Plan  Administrator.  The decision by the review official upon
                  review of a claim  shall be made not later  than  thirty  (30)
                  days after the  written  request for review is received by the
                  Plan Administrator,  unless special  circumstances  require an
                  extension  of time for  processing,  in which  case a decision
                  shall be rendered as soon as  possible,  but not later  ninety
                  (90) days after receipt of the request for review.

         (h)      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,  with specific
                  references  to the  pertinent  Plan  provisions  on which  the
                  decision is based.

         (i)      Any bill, similar receipt,  or other comparable  documentation
                  related to any


                                 EXH 10(o) - Page 61
<PAGE>


                  claim  for  Benefits  that is  submitted  by or on behalf of a
                  Covered  Person  shall  be  presumed   correct  and  shall  be
                  determinative  unless and until the Plan  Administrator  shows
                  otherwise by a clear  preponderance  of the  evidence.  In the
                  event that it shall  ultimately be  determined,  in accordance
                  with the terms of this Plan,  that the Covered Person has been
                  overpaid  because he is not  entitled to the amount of claimed
                  Benefits,  such Covered Person shall repay to the Employer the
                  amount of overpayment.

         (j)      To the extent  permitted by law, and subject to Section  9.05,
                  the  decision  of the  Claims  Administrator  (if no review is
                  properly requested) or the decision of the review official, as
                  the case may be, shall be final and binding on all parties. No
                  legal  action  for  Benefits  under this Plan shall be brought
                  unless and until the claimant has exhausted his remedies under
                  this Section 9.02.

9.03     Payment of Benefits
         -------------------

         (a)      Benefits  shall be payable in either of two  methods:  (1) one
                  hundred  percent (100%) of the Benefits  payable shall be paid
                  to the Covered  Person whose Illness or Injury is the basis of
                  his claim under this Plan,  if charges  made by  Providers  of
                  health  services  for which this Plan's  Benefits  are payable
                  have been paid in full by or on behalf of the Covered  Person;
                  or (2) when an  application  for  Benefits  does  not  include
                  satisfactory  proof that  charges  made by Providers of health
                  services for which this Plan's  Benefits are payable have been
                  paid in full by or on behalf of the Covered  Person,  all or a
                  portion of any Benefits provided by this Plan may, at the Plan
                  Administrator's  option,  be paid  directly to the provider of
                  health services.

         (b)      The Covered Person shall be solely responsible for the payment
                  of any expenses not covered by this Plan.

9.04     Delay in Payment
         ----------------

         If the Plan fails to reimburse  any Covered  Person,  or pay a Provider
         directly,  for the full  amount of any  Eligible  Expense to the extent
         reimbursable  in accordance  with Plan terms,  within a forty-five (45)
         day period beginning on the date that the Eligible Expense is submitted
         for  reimbursement,  the  Employer  shall pay  interest  to the Covered
         Person,  calculated  at the Prime Lending Rate as published in the Wall
         Street  Journal  (or, if such rate is no longer  published  in the Wall
         Street  Journal,  in such other  comparable  publication)  on the first
         business day after last day of such period,  from the first day of such
         period until the date that payment is actually made.  This Section 9.04
         is in  addition  to,  and not in lieu of,  any other  rights to which a
         Covered Person may have under the Plan or applicable law.

9.05     Attorneys Fees
         --------------

         Within ten (10) days after  notice by any Covered  Person that the Plan
         Administrator,


                                 EXH 10(o) - Page 62
<PAGE>


         Claims  Administrator,  or any other  person to whom any  fiduciary  or
         administrative responsibility with respect to this Plan is allocated or
         delegated  has failed to comply with any  provision  of this Plan,  the
         Plan Administrator  shall remedy or cure such breach. Any determination
         by such a Covered  Person that a breach has occurred and that  adequate
         remedy has not  occurred  shall be presumed  correct  and shall  govern
         unless the Plan  Administrator  shows by a clear  preponderance  of the
         evidence  that it was not a good faith  reasonable  determination.  The
         Employer shall advance to such Covered Person all reasonable attorneys'
         fees and necessary costs and  disbursement  incurred by or on behalf of
         such  Covered  Person  in  connection  with or as a result of a dispute
         under this Plan,  subject to the  obligation  of the Covered  Person to
         repay the  Employer  for such  advance in the event  that such  Covered
         Person does not ultimately prevail in such dispute.

9.06     Right of Recovery
         -----------------

         Where  Benefit  payments  have  been  paid by this  Plan  for  Eligible
         Expenses in an amount in excess of the amount of payment  necessary  at
         that time to satisfy the intent of this Plan's provisions, this Plan or
         its designated agent shall have the right to recover these payments, to
         the extent of the excess from the  individual  to whom, or for whom, or
         with  respect to whom these  payments  have been made or from any other
         person  who is  legally  or  equitably  accountable  to this  Plan with
         respect to the excess.

9.07     Assignment
         ----------

         No  Benefit  payable  under  this Plan  shall be  subject in any way to
         alienation,   sale,   transfer,    assignment,    pledge,   attachment,
         garnishment,  execution, or encumbrance of any kind, and any attempt to
         accomplish the same shall be void.

         No Covered Person entitled to Benefits under this Plan shall have power
         to transfer, assign, mortgage or otherwise encumber any interest he may
         have herein, or to anticipate in any manner,  by assignment,  agreement
         (including,  but not limited to, any agreement to pay alimony, separate
         maintenance,  or  child  support,  whether  or not  said  agreement  is
         pursuant to, or embodied in, a court order), or otherwise,  the payment
         of any Benefit or any other sum herein provided for him to be made; nor
         shall the  interest  of any  Covered  Person  under this Plan or in any
         Benefit  provided  hereunder  be  subject to  attachment,  garnishment,
         seizure,  or  sequestration  for the  payment of any debts,  judgments,
         decrees, or obligations of any kind owed by such person (including, but
         not limited to, any obligation to pay alimony, separate maintenance, or
         child  support for which said person  shall be obligated by virtue of a
         court order or decree of any court of any  jurisdiction or by virtue of
         any agreement whether or not embodied in such a court order or decree),
         or be  transferable  by  operation  of  law  in  event  of  bankruptcy,
         insolvency or otherwise,  except as provided by section 609 of ERISA or
         as otherwise required by federal law.

9.08     Facility of Payment
         -------------------



                                 EXH 10(o) - Page 63
<PAGE>


         If any person entitled to payments  hereunder shall be determined to be
         a minor or under other legal  disability or otherwise  incapacitated in
         any way so as to be unable to manage his  financial  affairs,  the Plan
         Administrator, in its discretion, may direct that all or any portion of
         the Benefit  payments be made (a) to such person,  (b) to such person's
         legal guardian or conservator, or (c) to such person's Spouse or to any
         other person.  The decision of the Plan  Administrator  shall,  in each
         case, be final and binding upon all persons.  Any payment made pursuant
         to the power herein conferred shall operate as a complete  discharge of
         the obligations of this Plan under this Plan in respect hereof.

9.09     Responsibility for Payment
         --------------------------

         This Plan shall be liable for the  payment of  Benefits  in  accordance
         with the terms of this  Plan.  The  Benefits  under  this Plan shall be
         payable solely by this Plan and each Covered Person who shall claim the
         right to any payment  under this Plan shall be entitled to look only to
         this Plan for such payment.























                                 EXH 10(o) - Page 64
<PAGE>

                                    ARTICLE X
                                    ---------
                                 ADMINISTRATION
                                 --------------


10.01    Appointment of the Claims Administrator
         ---------------------------------------

         The Plan Administrator shall appoint in writing a Claims  Administrator
         who shall handle claims under this Plan in  accordance  with its terms.
         The person,  persons or entity  serving as Claims  Administrator  shall
         serve at the pleasure of the Plan Administrator.

10.02    Power of the Claims Administrator
         ---------------------------------

         The Claims  Administrator  shall have such powers as are  necessary for
         the proper handling of claims for Benefits under this Plan,  including,
         but not limited to, the following:

         (a)      To prescribe  procedures to be followed by Covered  Persons in
                  filing  applications for Benefits and for furnishing  evidence
                  necessary  to establish  their  rights to Benefits  under this
                  Plan,

         (b)      To find  facts,  interpret  this  Plan,  and  make  reasonable
                  determinations as to the rights of any individual applying for
                  or receiving  Benefits  under this Plan and to notify any such
                  Covered   Person   dissatisfied   with  any  such  finding  or
                  determination   of  his  right  to  appeal  such   finding  or
                  determination,

         (c)      To make Benefit  payments  directly to Covered  Persons and/or
                  their assignees entitled to Benefits under this Plan,

         (d)      To obtain from the Plan  Administrator  or  Employer,  Covered
                  Persons and others, such information as shall be necessary for
                  the proper administration of claims under this Plan,

         (e)      To keep records  regarding the  administration of claims under
                  this Plan,

         (f)      To furnish to the Plan  Administrator  upon  request such data
                  with  respect  to  the  administration  of  this  Plan  as  is
                  reasonable and appropriate, and

         (g)      To collect,  evaluate,  analyze and  prepare  statistical  and
                  other data with respect to the administration of this Plan.

         No  determination  of  the  Claims  Administrator  in  one  case  shall
         necessarily  create a basis  for  retroactive  adjustment  in any other
         case.

10.03    Powers of Plan Administrator
         ----------------------------

         The Plan Administrator shall have the power to find facts and interpret
         this Plan and

                                 EXH 10(o) - Page 65
<PAGE>


         make  reasonable  determinations  as to the  rights of any  individuals
         appealing a denial of Benefits by the Claims Administrator.

10.04    Effect of Fiduciary Action
         --------------------------
 
         This Plan shall be interpreted by the Plan  Administrator  and all Plan
         fiduciaries  in  accordance  with  the  terms of this  Plan  and  their
         intended  meanings.  The Plan  Administrator  and all Plan  fiduciaries
         shall have the  discretion  to make any  findings of fact needed in the
         administration of this Plan, and shall have the discretion to interpret
         or construe  ambiguous,  unclear,  or implied (but omitted)  terms in a
         fashion they deem to be consistent  with the intent of this Plan and in
         their  reasonable  judgment.  The validity of any such finding of fact,
         interpretation, construction or decision may be given de novo review if
         challenged in court, by arbitration,  or in any other forum,  but shall
         be upheld unless clearly unreasonable, arbitrary, or capricious. To the
         extent the Plan  Administrator  or any Plan  fiduciary has been granted
         discretionary  authority under this Plan, the Plan  Administrator's  or
         Plan fiduciary's prior exercise of such authority shall not obligate it
         to exercise its  authority in a like  fashion  thereafter.  All actions
         taken  and  all   determinations   made  in  good  faith  by  the  Plan
         Administrator  or by Plan  fiduciaries  shall be final and binding upon
         all persons claiming any interest in or under this Plan.

         All findings by the Plan  Administrator or by Plan fiduciaries shall be
         made in writing and, upon the request of any Covered  Person,  all such
         written  findings shall be delivered to any  requesting  Covered Person
         within 30 calendar days of such request.

10.05    Proof of Coverage
         -----------------

         The Plan  Administrator  shall provide each Covered Person with written
         proof of coverage  hereunder  (e.g.,  an  enrollment  card),  and shall
         maintain a toll-free telephone number through which each Covered Person
         or Provider shall be able to verify coverage hereunder twenty-four (24)
         hours each day, seven days a week .













                                 EXH 10(o) - Page 66
<PAGE>


                                   ARTICLE XI
                                   ----------
                       DURATION AND AMENDMENT OF THIS PLAN
                       -----------------------------------


11.01    Permanence of this Plan
         -----------------------

         This Plan shall  continue  in full force and effect  until the death of
         the last Covered Person.  The Employer has  established  this Plan with
         the bona fide  intention  and  expectation  that it shall be maintained
         indefinitely.

11.02    Right to Amend or Terminate
         ---------------------------

         (a)      Covered  Retirees  and  Eligible  Retirees  Listed  in  Part I
                  Appendix A. Neither the Employer nor the Plan Administrator or
                  any other  person shall have any right or power at any time to
                  eliminate  or reduce,  in any  respect,  any  benefit,  right,
                  program,  service,  or other feature of this Plan with respect
                  to any person who is listed in Parts  I.A.,  I.B.,  or I.C. of
                  Appendix  A as of the  Effective  Date,  or their  Dependents,
                  except if and only to the extent required by applicable law to
                  maintain  the status of the Plan as a group  health plan under
                  the Internal Revenue Code. Similarly,  the Employer shall have
                  no right or power at any time to terminate this Plan, in whole
                  or in part, with respect to any such person.

         (b)      Eligible  Retirees  Not  Listed in Part I of  Appendix  A. The
                  Employer shall have the right to modify,  alter,  or amend, in
                  whole or in part, any or all of the provisions of this Plan at
                  any time only for the  purpose of adding  persons  who are not
                  listed in Parts  I.A.,  I.B.,  or I.C. of Appendix A as of the
                  Effective  Date to this Plan. The Employer also shall have the
                  right at any time to terminate  this Plan in part with respect
                  to any such  person not  currently  listed on Appendix A as of
                  the Effective  Date, or in whole if all persons who are listed
                  in Parts I.A., I.B., or I.C. of Appendix A as of the Effective
                  Date and their Dependents are no longer living.

         (c)      Interpretation.  No interpretation  shall have any retroactive
                  or  prospective  effect so as to deprive any Covered Person of
                  any Benefit then payable.  Notwithstanding the foregoing,  any
                  interpretation  of this  Plan may be made  retroactive  to the
                  extent  necessary for this Plan to comply with any  applicable
                  law.

         (d)      No Agency.  No agent of the Employer is  authorized  to change
                  the form or content of this Plan in any manner or degree.



                                 EXH 10(o) - Page 67
<PAGE>


                                   ARTICLE XII
                                   -----------
                               GENERAL PROVISIONS
                               ------------------


12.01    Gender and Number
         -----------------
 
         Wherever any words are used herein in the masculine, feminine or neuter
         gender,  they  shall be  construed  as  though  they  were also used in
         another gender in all cases where they would so apply, and whenever any
         words are used  herein in the  singular or plural  form,  they shall be
         construed  as though they were also used in the other form in all cases
         where they would so apply.

12.02    Action by the Plan Administrator
         --------------------------------

         Whenever  the  Plan  Administrator  under  the  terms  of this  Plan is
         permitted  or required to do or perform any act or matter or thing,  it
         shall  be  done  and  performed  by an  officer  of the  Employer  duly
         authorized by its Board of Directors.

12.03    Named Fiduciaries and Allocation of Responsibility
         --------------------------------------------------

         The  Named   Fiduciary   shall   have  only   those   powers,   duties,
         responsibilities,  and obligations as are specifically given under this
         Plan. In general, the Employer,  acting through its Board of Directors,
         shall have the sole  responsibility  for funding the Benefits and other
         expenses of this Plan and shall have the sole  authority to appoint and
         remove the Claims  Administrator;  except for any trusts established by
         the Employer to fund this Plan, to formulate this Plan's funding policy
         and  method;   to  handle  request  for  claims   review.   The  Claims
         Administrator  shall have the responsibility for the proper handling of
         the initial claims for Benefits under this Plan,  which  responsibility
         is specifically  described in this Plan. The Plan  Administrator  shall
         have the  responsibility  for the  administration  of this  Plan.  Each
         fiduciary  may rely  upon any  direction,  information,  or  action  of
         another  fiduciary as being proper under this Plan, and is not required
         to  inquire  into  propriety  of any such  direction,  information,  or
         action. It is intended that each fiduciary shall be responsible for the
         proper  exercise  of its  own  powers,  duties,  responsibilities,  and
         obligations under this Plan, any person or group may serve in more than
         one fiduciary capacity.

12.04    Duty to Provide Data
         --------------------

         (a)      Every  person  with  an  interest  in this  Plan  or  claiming
                  Benefits under this Plan shall furnish the Plan  Administrator
                  on a timely and accurate basis with such  documents,  evidence
                  or information as it considers  necessary or desirable for the
                  purpose of administering this Plan. The Plan Administrator may
                  postpone  payment of Benefits  (without  accrual of  interest)
                  until such information and such documents have been furnished.
                  Such  data   includes,   but  is  not   limited   to,   annual
                  certifications  of family and employment  status,  and address
                  changes.


                                 EXH 10(o) - Page 68
<PAGE>


         (b)      Every  person  claiming  a Benefit  under this Plan shall give
                  written  notice to the Plan  Administrator  of his or her post
                  office  address and each change of post  office  address.  Any
                  communication,  statement or notice addressed to such a person
                  at his or her  latest  post  office  address as filed with the
                  Plan Administrator  shall, on deposit in the United State mail
                  with postage  prepaid,  be as binding upon such person for all
                  purposes  of this  Plan as if it had  been  received,  whether
                  actually  received or not. If a person fails to give notice of
                  his  or her  correct  address,  the  Plan  Administrator,  the
                  Employer and Plan fiduciaries shall not be obligated to search
                  for, or to ascertain, his whereabouts.

         (c)      If Benefits  which are otherwise  currently  payable cannot be
                  paid  to the  person  entitled  to the  Benefits  because  the
                  individual  has  failed to comply  with this  Section or other
                  Plan  provisions  relating to claims for Benefits,  any unpaid
                  past due amount shall be forfeited on the  individual's  death
                  or presumed death.

12.05    Indemnification
         ---------------

         To the extent  permitted by law, the Employer shall  indemnify and hold
         harmless  the  Claims  Administrator,  Plan  Administrator,   Board  of
         Directors of the Employer,  and any employee or officer of the Employer
         to whom any fiduciary or administrative  responsibility with respect to
         this Plan is  allocated  or  delegated,  from and  against  any and all
         liabilities, costs (including legal fees), and expenses Incurred by any
         such person as a result of any act,  or omission to act, in  connection
         with the performance of his duties,  responsibilities,  and obligations
         under this Plan and under ERISA,  other than such  liabilities,  costs,
         and expenses as may result from the negligence or willful misconduct of
         such person. The indemnification of the Claims  Administrator shall not
         be greater than any  indemnification  in the  contract  with the Claims
         Administrator.  The  foregoing  right  of  indemnification  shall be in
         addition to any other right to which any such person may be entitled as
         a matter of law or otherwise.  The Plan  Administrator may obtain,  pay
         for and keep  current a policy or policies of  insurance,  insuring the
         Claims  Administrator,  Plan  Administrator,  Board of Directors of the
         Employer,  or any other employee or officer of the Employer who has any
         fiduciary responsibility with respect to this Plan from and against any
         and all liabilities,  costs and expenses Incurred by any such person as
         a  result  of any act,  or  omission  to act,  in  connection  with the
         performance of his duties, responsibilities, and obligations under this
         Plan and under ERISA.

12.06    Funding
         -------

         (a)      The Benefits and expenses of this Plan shall be provided  from
                  the general  assets of the Employer or such other  funding and
                  payment vehicles as may be selected by the Employer.  Eligible
                  Retirees  and  Covered   Persons  shall  not  be  required  to
                  contribute to the cost of this Plan; provided, however, that a
                  Covered Dependent may be required to contribute as provided in


                                 EXH 10(o) - Page 69
<PAGE>


                  subsection  7.02(d) if he elects  continuation  coverage under
                  Article  VII,  but  shall not be  required  to  contribute  if
                  coverage continues under subsection 2.07(b).

         (b)      All  Benefits  shall be paid in such a manner  that no  amount
                  with respect  thereto is includible in the gross income of the
                  Covered Person.

12.07    Headings
         --------

         The  headings  and  subheadings  of this Plan have  been  inserted  for
         convenience of reference and are to be ignored in any  construction  of
         the provisions hereof.

12.08    Governing Instrument
         --------------------

         This  instrument is the "Plan  Document" as defined  under ERISA.  This
         Plan shall be administered and Plan Benefits shall be payable solely in
         accordance with the provisions of this instrument.  In the event of any
         conflict  between  the  provisions  of this  instrument  and any  other
         document, booklet, summary plan description or other materials relating
         to this Plan, the provisions of this instrument shall be controlling.

12.09    Uniformity
         ----------

         All  provisions  of this Plan  shall be  interpreted  and  applied in a
uniform and nondiscriminatory manner.

12.10    Severability
         ------------

         If a  provision  of this Plan  shall be held  illegal or  invalid,  the
         illegality or invalidity  shall not affect the remaining  parts,  which
         shall be enforced as if the illegal or invalid  provision  had not been
         included in this Plan.

12.11    Plan Does Not Provide Services
         ------------------------------

         The Plan  Administrator  shall not be responsible for the furnishing of
         Hospital  or  medical  care  nor for the  quality  of  such  care.  The
         providers  furnishing  care to a Covered  Person  do so as  independent
         contractors with respect to the Covered Person.  The Plan Administrator
         shall not be liable  for any claim or demand on  account  of damages in
         any  manner  connected  with the  provision  of health  care  services.
         Nothing in this Plan shall be construed as  restricting  or interfering
         in any way with a Covered  Person's  right to freely  choose to receive
         services from a Hospital, Physician, or other Provider.

12.12    Governing Law
         -------------

         This Plan shall be interpreted, administered and enforced in accordance
         with  the  Internal   Revenue  Code  and  ERISA,   and  the  rights  of
         participants,  beneficiaries, and all other persons shall be determined
         in accordance with these laws. To the extent


                                 EXH 10(o) - Page 70
<PAGE>


         that  state  law is  applicable,  however,  the  laws of the  State  of
         California shall apply.

12.13    Limitations on Rights of Participants
         -------------------------------------

         This Plan is a voluntary undertaking on the part of the Employer and it
         is not to be construed as a contract of employment between the Employer
         and any person;  nor is it a consideration  for, an inducement to, or a
         condition of, the employment of any person.  Nothing  contained in this
         Plan gives, or is intended to give, any person the right to be retained
         in the service of his Employer,  or to interfere  with the right of his
         Employer to discharge  or otherwise  terminate  the  employment  of any
         person at any time.  Participation in this Plan gives no right or claim
         to any Benefits hereunder beyond those expressly provided herein.



































                                 EXH 10(o) - Page 71
<PAGE>


IN WITNESS WHEREOF, Bergen Brunswig Corporation has caused this instrument to be
authorized,  approved, and executed by its Secretary on this 23rd day of August,
1997.


                                    BERGEN BRUNSWIG CORPORATION


                                    By: /s/ Milan A  Sawdei
                                       -----------------------------
                                            Milan A  Sawdei,
                                            Secretary


                                    ATTEST:


(Corporate Seal)                    By: /s/ Carol Scherman
                                       -----------------------------
                                            Carol Scherman,
                                            Executive Vice President,
                                            Human Resources and
                                            Plan Administrator


                                    By: /s/ Robert E  Martini
                                       -------------------------------
                                            Robert E  Martini,
                                            Chairman of the Board





                                 EXH 10(o) - Page 72