1
EXHIBIT 4(b)

CARDINAL HEALTH, INC.
PROFIT SHARING AND
RETIREMENT SAVINGS PLAN

Amended and Restated Effective as of July 1, 1998

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS 8
Section 1.01. Account.................................................8
Section 1.02. Accounting Date.........................................8
Section 1.03. Beneficiary.............................................8
Section 1.04. Board...................................................8
Section 1.05. Code....................................................8
Section 1.06. Committee...............................................8
Section 1.07. Company.................................................8
Section 1.08. Compensation............................................8
Section 1.09. Compensation Deferral Account..........................10
Section 1.10. Disability.............................................10
Section 1.11. Effective Date.........................................10
Section 1.12. Eligible Employee......................................10
Section 1.13. Employee...............................................10
Section 1.14. Employer(s)............................................11
Section 1.15. Entry Date.............................................11
Section 1.16. ERISA..................................................11
Section 1.17. Former Participant.....................................11
Section 1.18. Highly Compensated Employee............................11
Section 1.19. Income.................................................12
Section 1.20. Investment Manager.....................................12
Section 1.21. Leased Employee........................................12
Section 1.22. Matching Account.......................................12
Section 1.23. Nonforfeitable.........................................12
Section 1.24. Nonforfeitable Account Balance.........................12
Section 1.25. Non-highly Compensated Employee........................12
Section 1.26. Normal Retirement Age..................................12
Section 1.27. Participant............................................13
Section 1.28. Part-time Employee.....................................13
Section 1.29. Plan...................................................13
Section 1.30. Plan Administrator.....................................13
Section 1.31. Plan Year..............................................13
Section 1.32. Profit Sharing Account.................................13
Section 1.33. Qualified Matching Contribution Account................13
Section 1.34. Qualified Non-elective Contribution Account............13
Section 1.35. Related Employers......................................13
Section 1.36. Rollover Account.......................................13
Section 1.37. Service and Break in Service Definitions...............13
A. Absence from Service..............................13
B. Authorized Leave of Absence.......................14

C. Break in Service..................................14
D. Eligibility Computation Period....................14
E. Employment Commencement Date......................14
F. Hour of Service...................................15
G. Period of Service.................................16
H. Period of Severance...............................16
I. Re-employment Commencement Date...................16
J. Separation from Service...........................16
K. Service...........................................16
L. Severance from Service Date.......................17
M. Year of Service...................................17
Section 1.38. Shares.................................................17
Section 1.39. Special Contribution Account...........................17
Section 1.40. Transfer Account.......................................17
Section 1.41. Treasury Regulations...................................17
Section 1.42. Trust..................................................17
Section 1.43. Trust Fund.............................................17
Section 1.44. Trustee................................................17
Section 1.45. Valuation Date.........................................18
Section 1.46. Terms Defined Elsewhere................................18

ARTICLE II ELIGIBILITY AND PARTICIPATION 20
Section 2.01. ELIGIBILITY............................................20
Section 2.02. PARTICIPATION UPON RE-EMPLOYMENT.......................20
Section 2.03. ENROLLMENT.............................................20
Section 2.04. TRANSFER BETWEEN CLASSES OF EMPLOYEES..................20

ARTICLE III CONTRIBUTIONS 22
Section 3.01. INDIVIDUAL ACCOUNTS....................................22
Section 3.02. PROFIT SHARING CONTRIBUTIONS AND SPECIAL
CONTRIBUTIONS..........................................22
Section 3.03. PROFIT SHARING CONTRIBUTION AND SPECIAL
CONTRIBUTION ALLOCATION AND ACCRUAL
OF BENEFIT.............................................23
Section 3.04. COMPENSATION DEFERRAL CONTRIBUTIONS....................24
Section 3.05. CHANGES AND SUSPENSIONS OF COMPENSATION
DEFERRAL CONTRIBUTIONS.................................24
Section 3.06. MATCHING AND QUALIFIED MATCHING CONTRIBUTIONS..........25
Section 3.07. MATCHING CONTRIBUTION ALLOCATION AND
ACCRUAL OF BENEFIT.....................................25
Section 3.08. VOLUNTARY EMPLOYEE NONDEDUCTIBLE
CONTRIBUTIONS..........................................25
Section 3.09. QUALIFIED NON-ELECTIVE CONTRIBUTIONS...................25
Section 3.10. LIMITATIONS APPLICABLE TO COMPENSATION
DEFERRAL CONTRIBUTIONS.................................26
4

Section 3.11. DISTRIBUTION OF EXCESS COMPENSATION DEFERRALS..........29
Section 3.12. DOLLAR LIMITATIONS ON ELECTIVE DEFERRALS...............30
Section 3.13. LIMITATIONS APPLICABLE TO MATCHING
CONTRIBUTIONS..........................................31
Section 3.14. DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.........35
Section 3.15. ALTERNATIVE TO DISTRIBUTION OF EXCESS AMOUNTS..........36
Section 3.16. TIME OF PAYMENT OF CONTRIBUTION........................36
Section 3.17. ALLOCATION OF FORFEITURES..............................36
Section 3.18. ROLLOVER AND TRANSFER CONTRIBUTIONS....................36
Section 3.19. RETURN OF CONTRIBUTIONS................................37

ARTICLE IV LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS'
ACCOUNTS 38

Section 4.01. DEFINITIONS............................................38
Section 4.02. ANNUAL ADDITION LIMITATIONS............................40
Section 4.03. OVERALL LIMITATIONS....................................41
Section 4.04. FURTHER REDUCTIONS OF CONTRIBUTIONS....................43

ARTICLE V TERMINATION OF SERVICE, PARTICIPANT VESTING 44
Section 5.01. VESTING................................................44
Section 5.02. INCLUDED YEARS OF SERVICE - VESTING....................45
Section 5.03. FORFEITURE OCCURS......................................45
Section 5.04. CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED
PARTICIPANTS...........................................46
Section 5.05. RESTORATION OF FORFEITED PORTION OF ACCOUNT............46
Section 5.06. TRANSFER BETWEEN CLASSES OF EMPLOYEES..................47

ARTICLE VI TIME AND METHOD OF PAYMENT OF BENEFITS 49
Section 6.01. RETIREMENT.............................................49
Section 6.02. DISTRIBUTION UPON SEPARATION FROM SERVICE
PRIOR TO NORMAL RETIREMENT AGE.........................49
Section 6.03. OTHER RULES GOVERNING THE TIME OF PAYMENT
OF BENEFITS............................................51
Section 6.04. METHOD OF PAYMENT OF BENEFITS UPON NORMAL
RETIREMENT OR SEPARATION FROM SERVICE
(OTHER THAN DUE TO DEATH) - ANNUITY
DISTRIBUTIONS TO CERTAIN PARTICIPANTS..................52
Section 6.05. WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR
ANNUITY................................................53
Section 6.06. OPTIONAL FORMS OF BENEFIT PAYMENTS.....................53
Section 6.07. MINIMUM DISTRIBUTION REQUIREMENTS......................54
Section 6.08. DISTRIBUTIONS UPON DEATH...............................55
Section 6.09. DESIGNATION OF BENEFICIARY.............................57
Section 6.10. FAILURE OF BENEFICIARY DESIGNATION.....................57
Section 6.11. SPECIAL RULES FOR TRANSFER ACCOUNTS....................58

Section 6.12. DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS..........58
Section 6.13. RE-EMPLOYMENT OF PARTICIPANTS RECEIVING
PAYMENTS...............................................59
Section 6.14. FORM OF PAYMENTS.......................................59
Section 6.15. LOST PARTICIPANT OR BENEFICIARY........................59
Section 6.16. FACILITY OF PAYMENT....................................59
Section 6.17. NO DISTRIBUTION PRIOR TO SEPARATION FROM
SERVICE, DEATH OR DISABILITY...........................60
Section 6.18. DISTRIBUTION OF ASSETS TRANSFERRED FROM
MONEY PURCHASE PENSION PLAN............................60
Section 6.19. WRITTEN INSTRUCTION NOT REQUIRED.......................60

ARTICLE VII WITHDRAWALS; DIRECT ROLLOVERS AND
WITHHOLDING; LOANS 62

Section 7.01. HARDSHIP WITHDRAWALS...................................62
Section 7.02. SPECIAL WITHDRAWAL RULES APPLICABLE TO
TRANSFER ACCOUNTS......................................63
Section 7.03. WITHDRAWALS UPON ATTAINMENT OF AGE 59 1/2..............63
Section 7.04. DIRECT ROLLOVER AND WITHHOLDING RULES..................64
Section 7.05. LOANS TO PARTICIPANTS..................................64

ARTICLE VIII EMPLOYER ADMINISTRATIVE PROVISIONS 67
Section 8.01. ESTABLISHMENT OF TRUST.................................67
Section 8.02. INFORMATION TO COMMITTEE...............................67
Section 8.03. NO LIABILITY...........................................67
Section 8.04. INDEMNITY OF COMMITTEE.................................67
Section 8.05. INVESTMENT FUNDS.......................................67

ARTICLE IX PARTICIPANT ADMINISTRATIVE PROVISIONS 69
Section 9.01. PERSONAL DATA TO COMMITTEE.............................69
Section 9.02. ADDRESS FOR NOTIFICATION...............................69
Section 9.03. ASSIGNMENT OR ALIENATION...............................69
Section 9.04. NOTICE OF CHANGE IN TERMS..............................69
Section 9.05. PARTICIPANT DIRECTION OF INVESTMENT....................69
Section 9.06. CHANGE OF INVESTMENT DESIGNATIONS......................70
Section 9.07. LITIGATION AGAINST THE TRUST...........................70
Section 9.08. INFORMATION AVAILABLE..................................70
Section 9.09. APPEAL PROCEDURE FOR DENIAL OF BENEFITS................71

ARTICLE X ADMINISTRATION OF THE PLAN 72
Section 10.01. ALLOCATION OF RESPONSIBILITY AMONG
FIDUCIARIES FOR PLAN AND TRUST ADMINISTRATION..........72
Section 10.02. APPOINTMENT OF COMMITTEE...............................72
Section 10.03. COMMITTEE PROCEDURES...................................72
Section 10.04. RECORDS AND REPORTS....................................72
Section 10.05. OTHER COMMITTEE POWERS AND DUTIES......................73
Section 10.06. RULES AND DECISIONS....................................73
Section 10.07. APPLICATION AND FORMS FOR BENEFITS.....................73
Section 10.08. AUTHORIZATION OF BENEFIT PAYMENTS......................73
Section 10.09. FUNDING POLICY.........................................74
Section 10.10. FIDUCIARY DUTIES.......................................74
Section 10.11. ALLOCATION OR DELEGATION OF DUTIES AND
RESPONSIBILITIES.......................................75
Section 10.12. PROCEDURE FOR THE ALLOCATION OR DELEGATION
OF FIDUCIARY DUTIES....................................75
Section 10.13 SEPARATE ACCOUNTING....................................75
Section 10.14. VALUE OF PARTICIPANT'S ACCOUNT.........................76
Section 10.15. REGISTRATION AND VOTING OF EMPLOYER COMMON
STOCK..................................................76
Section 10.16. INDIVIDUAL STATEMENT...................................76
Section 10.17. FEES AND EXPENSES FROM FUND............................76

ARTICLE XI TOP HEAVY RULES 77
Section 11.01. MINIMUM EMPLOYER CONTRIBUTION..........................77
Section 11.02. ADDITIONAL CONTRIBUTION................................78
Section 11.03. DETERMINATION OF TOP HEAVY STATUS......................78
Section 11.04. LIMITATION ON ALLOCATIONS..............................78
Section 11.05. TOP HEAVY VESTING SCHEDULE.............................79
Section 11.06. DEFINITIONS............................................79

ARTICLE XII MISCELLANEOUS 81
Section 12.01. EVIDENCE...............................................81
Section 12.02. NO RESPONSIBILITY FOR EMPLOYER ACTION..................81
Section 12.03. FIDUCIARIES NOT INSURERS...............................81
Section 12.04. WAIVER OF NOTICE.......................................81
Section 12.05. SUCCESSORS.............................................81
Section 12.06. WORD USAGE.............................................81
Section 12.07. HEADINGS...............................................81
Section 12.08. STATE LAW..............................................81
Section 12.09. EMPLOYMENT NOT GUARANTEED..............................81

ARTICLE XIII EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION 83
Section 13.01. EXCLUSIVE BENEFIT......................................83
Section 13.02. AMENDMENT BY EMPLOYER..................................83
Section 13.03. AMENDMENT TO VESTING PROVISIONS........................83
Section 13.04. DISCONTINUANCE.........................................84
Section 13.05. FULL VESTING ON TERMINATION............................84
Section 13.06. MERGER, DIRECT TRANSFER AND ELECTIVE TRANSFER..........84
Section 13.07. TERMINATION............................................86

CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT SAVINGS PLAN

Cardinal Health, Inc., an Ohio corporation, hereby amends and restates
in its entirety the Cardinal Health, Inc. Profit Sharing and Retirement Savings
Plan, generally effective as of July 1, 1998, unless otherwise stated herein.
Special effective dates are included with respect to a number of provisions as
necessary to conform to amendments to the Code enacted by the Uniformed Services
Employment and Reemployment Rights Act of 1994, the Small Business Job
Protection Act of 1996, and the Taxpayer Relief Act of 1997. By amending and
restating the Plan, the Employer intends to implement various design changes,
update the Plan in accordance with the legislative changes referenced above, and
provide for the merger of assets into the Plan from the following plans (the
"MERGING PLANS") maintained by the following Employers:

- - Pyxis Corporation ("Pyxis") - the Pyxis Corporation 401(k)
Plan

- Owen Healthcare, Inc. ("Owen") - the Owen Healthcare, Inc.
Employee Stock Ownership Plan
and the Owen Healthcare, Inc.
401(k) Savings Plan

- Packaging Coordinators, Inc. ("PCI") - the Packaging Coordinators,
Inc. Profit Sharing Plan
and the Packaging
Coordinators, Inc. Money
Purchase Pension Plan

- - Comprehensive Reimbursement Consultants, - CRC 401(k) Retirement
Inc. ("CRC") Plan

The Employer intends that the Plan be qualified under Section 401(a) of
the Code, with a cash or deferred arrangement qualified under Section 401(k) of
the Code and a trust exempt from taxation under Section 501(a) of the Code.
Pursuant to the requirements of Code Section 401(a)(27), the Employer intends
that the Plan be a profit sharing plan. The provisions of this amended and
restated Plan shall apply solely to an Employee whose employment with the
Employer terminates on or after the Effective Date. An Employee whose employment
with the Employer terminates prior to the Effective Date shall be entitled to a
benefit, if any, as determined under the provisions of the Plan or the
appropriate Merging Plan in effect on the date his employment terminated.

ARTICLE I

DEFINITIONS

Each word and phrase defined in this Article I shall have the following
meaning whenever such word or phrase is capitalized and used herein unless a
different meaning is clearly required by the context of this agreement.

SECTION 1.01. ACCOUNT. The separate bookkeeping account that the
Committee or the Trustee shall maintain for a Participant pursuant to Section
10.13 of this Plan.

SECTION 1.02. ACCOUNTING DATE. The last day of the Plan Year. Except as
otherwise provided herein, the Committee shall make allocations of Profit
Sharing Contributions and Special Contributions for a particular Plan Year as of
the Accounting Date of that Plan Year.

SECTION 1.03. BENEFICIARY. A person, including any individual, legal
representative, estate or other entity, designated by a Participant who is or
may become entitled to a benefit under the Plan. A Beneficiary who becomes
entitled to a benefit under the Plan shall remain a Beneficiary under the Plan
until the Trustee has fully distributed his benefit to him. A Beneficiary's
right to (and the Plan Administrator's, the Committee's, or a Trustee's duty to
provide to the Beneficiary) information or data concerning the Plan shall not
arise until he first becomes entitled to receive a benefit under the Plan.

SECTION 1.04. BOARD. The board of directors of Cardinal Health, Inc. or
a committee thereof acting on its behalf.

SECTION 1.05. CODE. The Internal Revenue Code of 1986, as it may be
amended from time to time.

SECTION 1.06. COMMITTEE. The person or persons appointed pursuant to
Article X as the Cardinal Health, Inc. Profit Sharing and Retirement Savings
Plan Committee, as from time to time constituted, to assist the Employer in the
administration of the Plan in accordance with said Article.

SECTION 1.07. COMPANY. Cardinal Health, Inc., an Ohio corporation.

SECTION 1.08. COMPENSATION. The provisions of this Section are
effective for Plan Years beginning after December 31, 1996.

A. COMPENSATION. The Participant's wages, salaries, fees for
professional service and other amounts received for personal
services actually rendered in the course of employment with
the Employer maintaining the Plan (including, but not limited
to, commissions paid salesmen, compensation for services on
the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses). Compensation also includes
"ELECTIVE CONTRIBUTIONS" made by the Employer on the
Employee's behalf. Elective Contributions are amounts
excludible from the Employee's gross income under Code Section
402(a)(8) (relating to a Code Section 401(k) arrangement),
Code Section 402(h) (relating to a Simplified Employee
Pension), Code Section 125 (relating to a cafeteria plan) or
Code Section 403(b) (relating to a tax-sheltered annuity).
Compensation includes compensation paid by the Employer to an
Employee through another person under the

common paymaster provisions of Code Sections 3121(s) and
3306(p). The term "Compensation" does not include:

(i) Employer contributions (other than Elective
Contributions) to a plan of deferred compensation to
the extent the contributions are not included in the
gross income of the Employee for the taxable year in
which contributed, on behalf of an Employee to a
simplified employee pension plan to the extent such
contributions are excludible from the Employee's
gross income, and any distributions from a plan of
deferred compensation, regardless of whether such
amounts are includible in the gross income of the
Employee when distributed.

(ii) Amounts realized from the exercise of a non-qualified
stock option, or when restricted stock (or property)
held by an Employee either becomes freely
transferable or is no longer subject to a substantial
risk of forfeiture.

(iii) Amounts realized from the sale, exchange, or other
disposition of stock acquired under a qualified stock
option.

(iv) Moving allowances, automobile allowances, tuition
reimbursement, financial/tax planning reimbursement,
other extraordinary compensation, including tax
"gross-up" payments, and imputed income from other
employer-provided benefits.

(v) Other amounts that receive special tax benefits, such
as premiums for group term life insurance or
contributions made by an Employer (whether or not
under salary reduction agreement) towards the
purchase of an annuity contract described in Code
Section 403(b) (whether or not the contributions are
excludible from the gross income of the Employee),
other than Elective Contributions.

(vi) Such additional exclusions that may apply to a
particular QSLOB hereunder, as set forth in the
applicable Appendix hereto.

Any reference in this Plan to Compensation is a reference to
the definition in this Section 1.08, unless the Plan reference
specifies a modification to this definition. The Committee will take
into account only Compensation actually paid for the relevant period.

B. COMPENSATION LIMIT. In addition to other applicable
limitations set forth in the Plan, and notwithstanding any
other provisions of the Plan to the contrary, the annual
Compensation of each Employee taken into account under the
Plan shall not exceed the "COMPENSATION LIMITATION." The
Compensation Limitation as of the Effective Date is $160,000,
and is subject to cost of living adjustments in future years
in accordance with Code Section 401(a)(17)(B). Any such cost
of living adjustment in effect for a calendar year applies to
any period, not exceeding 12 months, over which Compensation
is determined (the "DETERMINATION PERIOD") beginning in such
calendar year. If a Determination Period consists of fewer
than 12 months, the Compensation Limitation will be multiplied
by a fraction, the numerator of which is the number of months
in the Determination Period, and the denominator of which is
12. Any reference in this Plan to the limitation under Section
401(a)(17) of the Code shall mean the Compensation Limitation
set forth in this provision.

C. COMPENSATION - SPECIAL RULES. For purposes of determining
whether the Plan discriminates in favor of Highly Compensated
Employees, the Employer may elect to use an alternate
nondiscriminatory definition of Compensation, in accordance
with the requirements of Code Section 414(s) and the Treasury
Regulations promulgated thereunder. In determining
Compensation (for purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees), the
Employer may elect to include as Compensation all Elective
Contributions made by the Employer on behalf of Employees. The
Employer's election to include Elective Contributions must be
consistent and uniform with respect to Employees and all plans
of the Employer for any particular Plan Year. The Employer may
make this election to include Elective Contributions for
nondiscrimination testing purposes, irrespective of whether
subsection A includes Elective Contributions in the general
definition of Compensation applicable to the Plan.

SECTION 1.09. COMPENSATION DEFERRAL ACCOUNT. That portion of a
Participant's Account credited with Compensation Deferral Contributions under
Section 3.04, and adjustments relating thereto.

SECTION 1.10. DISABILITY. A physical or mental condition that has
qualified the Employee for benefits under the Employer's long-term disability
plan and will prevent the Employee from satisfactorily performing his usual
duties for the Employer or the duties of such other position or job that the
Employer makes available to him and for which such Employee is qualified by
reason of his training, education or experience, for an indefinite period which
the Committee considers will be of long-continued duration. The Plan considers a
Participant disabled on the date that the Participant has satisfied the
requirements for disability benefits under the applicable long-term disability
plan. If the Participant is not eligible for long-term disability benefits, the
Participant shall be considered disabled upon qualifying for Social Security
disability benefits.

SECTION 1.11. EFFECTIVE DATE. July 1, 1998, the date on which the
provisions of this amended and restated Plan become effective, except as
otherwise provided herein.

SECTION 1.12. ELIGIBLE EMPLOYEE. Any Employee other than (a) an
Employee who may be excluded from participation pursuant to Code Section
410(b)(3) as a nonresident alien or as an Employee covered by a collective
bargaining agreement recognized as such under applicable federal labor law and
which does not expressly provide for participation in this Plan by Employees
covered thereunder, (b) an Employee of PCI or a subsidiary of PCI who resides
and works in Puerto Rico, or (c) an Employee of the Company or of Owen
classified as a "PRN" or on-call Employee. An Eligible Employee may become a
Participant in the Plan pursuant to the requirements of Article II.

SECTION 1.13. EMPLOYEE. Any person who, on or after the Effective Date,
is receiving remuneration for personal services rendered to the Employer (or any
other employer required to be aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code) as a common law employee (or who would be
receiving such remuneration except for an authorized leave of absence). The term
shall not include any individual providing services to an Employer as a
consultant, independent contractor or Leased Employee deemed to be an employee
of any employer described in the previous sentence, as provided in Sections
414(n) and (o) of the Code, nor any person employed by the Employer solely as a
Director. An individual excluded from participation by reason of independent
contractor or Leased Employee status, if determined by the Company or in
accordance with law to be a common law employee, shall be recharacterized as an
Employee under the Plan as of the date of such determination,

unless an earlier date is necessary to preserve the tax qualified status of the
Plan. Notwithstanding such general recharacterization, such person shall not be
considered an Eligible Employee for purposes of Plan participation, except and
to the extent necessary to preserve the tax qualified status of the Plan.

SECTION 1.14. EMPLOYER(S). The Company and any Related Employer which
shall ratify and adopt this Plan in a manner satisfactory to, and with the
consent of, Cardinal Health, Inc., and which have adopted this Plan as listed on
the attached Appendix A. Whenever the terms of this Plan authorize the Employer
or the Company to take any action, such action shall be considered properly
authorized if taken by the Board, the Chairman of the Board, any committee of
the Board, or by the Committee for the Plan in accordance with its procedures
under Section 10.03 hereof.

SECTION 1.15. ENTRY DATE. The date as of which an Eligible Employee
satisfies the eligibility requirements of Article II. In the case of an eligible
Part-time Employee, the Entry Date occurs as of the last day of the Eligibility
Computation Period in which such Part-time Employee completes the required 1,000
Hours of Service.

SECTION 1.16. ERISA. The Employee Retirement Income Security Act of
1974, as amended, or as it may be amended from time to time.

SECTION 1.17. FORMER PARTICIPANT. A Participant who has transferred to
a classification of Employees ineligible to participate in the Plan, or a
Participant whose employment with the Employer has terminated but who has a
vested Account balance under the Plan that has not been paid in full and,
therefore, is continuing to participate in the allocation of Trust Fund Income.

SECTION 1.18. HIGHLY COMPENSATED EMPLOYEE. Effective for Plan Years
beginning on or after January 1, 1997, any Employee who:

A. at any time during the current Plan Year or the preceding Plan
Year was a five percent owner of the Employer as defined in
Code Section 416(i); or

B. for the preceding Plan Year:

(i) received more than $80,000 in annual Compensation
from the Employer (or such higher amount as adjusted
pursuant to Section 414(q)(1) of the Code); and

(ii) was in the top 20% of Employees when ranked on the
basis of Compensation for the prior Plan Year.

Highly Compensated Employees include highly compensated former
Employees. A former Employee will be treated as a Highly Compensated Employee if
such Employee separated from Service (or was deemed to have separated) prior to
the current or preceding Plan Year, performs no Service during such Plan Year,
and was a Highly Compensated Employee for either the separation year or any Plan
Year ending on or after the Employee's 55th birthday, in accordance with the
rules for determining Highly Compensated Employee status in effect for that
determination year and in accordance with applicable Treasury Regulations and
IRS Notice 97-45.

For purposes of this Section, "Compensation" means Compensation as
defined in Section 1.08; and Related Employers to the Employer shall be treated
as a single employer with the Employer. The determination of who is Highly
Compensated shall be made in accordance with Code Section 414(q) and applicable
Treasury Regulations promulgated thereunder.

SECTION 1.19. INCOME. The net gain or loss of the Trust Fund from
investments, as reflected by interest payments, dividends, realized and
unrealized gains and losses on securities, other investment transactions and
expenses paid from the Trust Fund. In determining the Income of the Trust Fund
as of any date, assets shall be valued on the basis of their then fair market
value.

SECTION 1.20. INVESTMENT MANAGER. A person or organization who is
appointed under Section 10.05 to direct the investment of all or part of the
Trust Fund, and who is either (a) registered in good standing as an Investment
Adviser under the Investment Advisers Act of 1940, (b) a bank, as defined in
that Act, or (c) an insurance company qualified to perform investment management
services under the laws of more than one state of the United States, and who has
acknowledged in writing that he is a fiduciary with respect to the Plan.

SECTION 1.21. LEASED EMPLOYEE. Effective for Plan Years beginning on or
after January 1, 1997, any person (other than an Employee of the Employer) who,
pursuant to an agreement between the Employer and any other person ("LEASING
ORGANIZATION"), has performed services for the Employer (or for the Employer and
related persons determined in accordance with Section 414(n)(6) of the Code) on
a substantially full time basis for a period of at least one year, which
services are performed under the primary direction or control of the Employer.
Contributions or benefits provided to a Leased Employee by the Leasing
Organization that are attributable to services performed for the Employer shall
be treated as provided by the Employer. If applicable, Compensation under
Section 1.08 includes compensation from the Leasing Organization which is
attributable to services performed for the Employer.

A Leased Employee shall not be considered an Employee of the Employer
if (a) such employee is covered by a money purchase pension plan providing: (i)
a nonintegrated employer contribution rate of at least ten percent of
compensation, as defined in Section 415(c)(3) of the Code, but including amounts
contributed pursuant to a salary reduction agreement that are excludible from
the employee's gross income under Section 125, Section 402(a)(8), Section 402(h)
or Section 403(b) of the Code, (ii) immediate participation, and (iii) full and
immediate vesting; and (b) leased employees do not constitute more than 20% of
the Employer's nonhighly compensated workforce.

SECTION 1.22. MATCHING ACCOUNT. That portion of a Participant's Account
credited with Matching Contributions pursuant to Section 3.06, and adjustments
relating thereto.

SECTION 1.23. NONFORFEITABLE. A Participant's or Beneficiary's
unconditional claim, legally enforceable against the Plan, to all or a portion
of the Participant's Account.

SECTION 1.24. NONFORFEITABLE ACCOUNT BALANCE. The aggregate value of
the Participant's vested Account balances derived from Employer and Employee
contributions (including Transfer Contributions), whether vested before or upon
death.

SECTION 1.25. NON-HIGHLY COMPENSATED EMPLOYEE. Any Eligible Employee
who has reached his Entry Date and who is not a Highly Compensated Employee.

SECTION 1.26. NORMAL RETIREMENT AGE. The later of 65 years of age or
the attained age of the Participant on the fifth anniversary of the date the
Participant commenced participation in the Plan. "NORMAL RETIREMENT" means a
Participant's Separation from Service following his attainment of Normal
Retirement Age.

SECTION 1.27. PARTICIPANT. An Employee who is eligible to be and
becomes a Participant in accordance with the provisions of Section 2.01. An
Employee who becomes a Participant shall remain a Participant or Former
Participant under the Plan until the Trustee has fully distributed the vested
amount standing in his Account to him.

SECTION 1.28. PART-TIME EMPLOYEE. An Eligible Employee who is regularly
scheduled to work fewer than 20 Hours of Service per week.

SECTION 1.29. PLAN. The plan designated as the Cardinal Health, Inc.
Profit Sharing and Retirement Savings Plan as set forth herein or in any
amendments hereto.

SECTION 1.30. PLAN ADMINISTRATOR. Cardinal Health, Inc., or the
person(s) or entity appointed by Cardinal Health, Inc. to serve as Plan
Administrator.

SECTION 1.31. PLAN YEAR. The fiscal year of the Plan, a 12 consecutive
month period commencing on July 1 and ending on June 30.

SECTION 1.32. PROFIT SHARING ACCOUNT. That portion of a Participant's
Account credited with Profit Sharing Contributions under Sections 3.02 and 3.03,
and adjustments relating thereto.

SECTION 1.33. QUALIFIED MATCHING CONTRIBUTION ACCOUNT. That portion of
a Participant's Account credited with Qualified Matching Contributions under
Section 3.06, and adjustments relating thereto.

SECTION 1.34. QUALIFIED NON-ELECTIVE CONTRIBUTION ACCOUNT. That portion
of a Participant's Account credited with Qualified Non-elective Contributions
under Section 3.09, and adjustments relating thereto.

SECTION 1.35. RELATED EMPLOYERS. A controlled group of corporations (as
defined in Code Section 414(b)), trades or business (whether or not
incorporated) which are under common control (as defined in Code Section
414(c)), or an affiliated service group (as defined in Code Sections 414(m) and
(o)). If the Employer is a member of a group of Related Employers, the term
"Employer" includes the Related Employers for purposes of crediting Hours of
Service, applying the coverage test of Code Section 410(b) (except to the extent
that the Plan employs the qualified separate line of business ("QSLOB") rules of
Code Section 414(r)), determining Years of Service and Breaks in Service under
Article V, applying the limitations of Article IV, applying the Top Heavy rules
and the minimum benefit requirements of Article XI, the definitions of Employee,
Highly Compensated Employee, Compensation, Leased Employee, and Service
contained in this Article I, and for any other purpose as required by the Code
or by the Plan. However, only an Employer described in Section 1.14 may
contribute to the Plan, and only an Employee employed by an Employer described
in Section 1.14 is eligible to participate in this Plan.

SECTION 1.36. ROLLOVER ACCOUNT. That portion of a Participant's Account
credited with Rollover Contributions under Section 3.18, and adjustments
relating thereto.

SECTION 1.37. SERVICE AND BREAK IN SERVICE DEFINITIONS.

A. ABSENCE FROM SERVICE. A severance or absence from service for
any reason other than a quit, discharge, retirement or death,
such as vacation, holiday, sickness, or layoff.
Notwithstanding the foregoing, an absence due to an
"AUTHORIZED LEAVE OF ABSENCE," or

qualified military service in accordance with Code Section
414(u) shall not constitute an Absence from Service.

B. AUTHORIZED LEAVE OF ABSENCE. An Authorized Leave of Absence
shall mean:

(i) a leave of absence, with or without pay, granted by
the Employer in writing under a uniform,
nondiscriminatory policy applicable to all Employees;
however, such absence shall constitute an Authorized
Leave of Absence only to the extent that applicable
federal laws and regulations permit service credit to
be given for such leave of absence;

(ii) a leave of absence due to service in the Armed Forces
of the United States to the extent required by Code
Section 414(u); or

(iii) a leave of absence authorized under the Family
and Medical Leave Act, but only to the extent that
such Act requires that service credit be given for
such period.

C. BREAK IN SERVICE. Each 12 consecutive months in the period
commencing on the earlier of (i) the date on which the
Employee quits, is discharged, retires or dies, or (ii) the
first anniversary of the first day of any Absence from
Service, and ending on the date the Employee is again credited
with an Hour of Service for the performance of duties for the
Employer. If an Employee is on maternity or paternity leave,
and the absence continues beyond the first anniversary of such
absence, the Employee's Break in Service will commence no
earlier than the second anniversary of such absence. The
period between the first and second anniversaries of the first
date of a maternity or paternity leave is not part of either a
Period of Service or a Break in Service. The Committee shall
consider an Employee on maternity or paternity leave if the
Employee's absence is due to the Employee's pregnancy, the
birth of the Employee's child, the placement with the Employee
of an adopted child, or the care of the Employee's child
immediately following the child's birth or placement.
Notwithstanding the foregoing, if such maternity or paternity
leave constitutes an Authorized Leave of Absence, such leave
shall not be considered part of a Break in Service.

In the case of a Part-time Employee, however, a Break in
Service shall mean a Plan Year during which such Part-time
Employee completed fewer than 501 Hours of Service.

D. ELIGIBILITY COMPUTATION PERIOD. With respect to those Eligible
Employees who are Part-time Employees, the 12 consecutive
month period used to measure Hours of Service for purposes of
eligibility to begin and maintain participation in the Plan.

(i) "INITIAL ELIGIBILITY COMPUTATION PERIOD" shall mean,
for any such Employee, the 12 consecutive month
period which begins on the Employee's Employment
Commencement Date or Re-employment Commencement Date.

(ii) "SUBSEQUENT ELIGIBILITY COMPUTATION PERIOD" shall
mean, for any such Employee, the Plan Year that
begins within the Initial Eligibility Computation
Period, and succeeding Plan Years.

E. EMPLOYMENT COMMENCEMENT DATE. The date upon which an Employee
first performs an Hour of Service for the Employer.

F. HOUR OF SERVICE. Hour of Service shall mean:

(i) Each Hour of Service for which the Employer, either
directly or indirectly, pays an Employee, or for
which the Employee is entitled to payment, for the
performance of duties during the Plan Year. The
Committee shall credit Hours of Service under this
subparagraph (i) to the Employee for the Plan Year in
which the Employee performs the duties, irrespective
of when paid;

(ii) Each Hour of Service for back pay, irrespective of
mitigation of damages, to which the Employer has
agreed or for which the Employee has received an
award. The Committee shall credit Hours of Service
under this subparagraph (ii) to the Employee for the
Plan Year(s) to which the award or the agreement
pertains rather than for the Plan Year in which the
award, agreement or payment is made; and

(iii) Each Hour of Service for which the Employer, either
directly or indirectly, pays an Employee, or for
which the Employee is entitled to payment
(irrespective of whether the employment relationship
is terminated), for reasons other than for the
performance of duties during a Plan Year, such as
leave of absence, vacation, holiday, sick leave,
illness, incapacity (including disability), layoff,
jury duty or military duty. The Committee shall not
credit more than 501 Hours of Service under this
subparagraph (iii) to an Employee on account of any
single continuous period during which the Employee
does not perform any duties (whether or not such
period occurs during a single Plan Year). The
Committee shall credit Hours of Service under this
subparagraph (iii) in accordance with the rules of
paragraphs (b) and (c) of Labor Reg. Section
2530.200b-2, which the Plan by this reference
specifically incorporates in full within this
subparagraph (iii).

The Committee shall not credit an Hour of Service
under more than one of the subparagraphs. Furthermore, if the
Committee is to credit Hours of Service to an Employee for the
12-month period beginning with the Employee's Employment
Commencement Date or with an anniversary of such date, then
the 12-month period shall be substituted for the term "Plan
Year" wherever the latter term appears in this Section. The
Committee shall resolve any ambiguity with respect to the
crediting of an Hour of Service in favor of the Employee.

The Committee shall credit Part-time Employees with
Hours of Service on the basis of the "actual" method. For
purposes of the Plan, "actual" method means the determination
of Hours of Service from records of hours worked and hours for
which the Employer makes payment or for which payment is due
from the Employer.

Hours of Service will be credited for employment with
other members of an affiliated service group (under Code
Section 414(m)), a controlled group of corporations (under
Code Section 414(b)), or a group of trades or businesses under
common control (under Code Section 414(c)) of which the
adopting Employer is a member, and any other entity required
to be aggregated with the Employer pursuant to Code Section
414(o) and the regulations thereunder. Hours of Service will
also be credited for any individual considered an Employee for
purposes of this Plan under Code Section 414(n) or Code
Section 414(o) and the regulations thereunder.

Solely for purposes of determining whether a
Part-time Employee incurs a Break in Service under any
provision of this Plan, the Committee shall credit Hours of
Service during an Employee's unpaid absence period due to
maternity or paternity leave. The Committee shall consider an
Employee on maternity or paternity leave if the Employee's
absence is due to the Employee's pregnancy, the birth of the
Employee's child, the placement with the Employee of an
adopted child, or the care of the Employee's child immediately
following the child's birth or placement. The Committee shall
credit Hours of Service that the Part-time Employee would
receive if he were paid during the absence period, or if the
Committee cannot determine the number of Hours of Service the
Part-time Employee would receive, on the basis of eight hours
per day during the absence period. The Committee shall credit
only the number of Hours of Service (up to 501 Hours of
Service) necessary to prevent a Part-time Employee's Break in
Service. The Committee shall credit all Hours of Service
described in this paragraph to the computation period in which
the absence period begins or, if the Part-time Employee does
not need these Hours of Service to prevent a Break in Service
in the computation period in which his or her absence period
begins, the Committee shall credit these Hours of Service to
the immediately following computation period.

G. PERIOD OF SERVICE. The period of Service commencing on an
Employee's Employment Commencement Date or Re-employment
Commencement Date, whichever is applicable, and ending on the
Employee's Severance from Service Date. Notwithstanding
anything else to the contrary, a Period of Service will
include (i) any Period of Severance resulting from a quit,
discharge, or retirement if within 12 months of his Severance
from Service Date, the Employee is credited with an Hour of
Service for the performance of duties for the Employer, (ii)
any Period of Severance if the Employee quits, is discharged,
or retires during an Absence from Service of less than 12
months and is then credited with an Hour of Service within 12
months of the date on which the Absence from Service began,
and (iii) any other period of Service as defined in subsection
K below.

H. PERIOD OF SEVERANCE. The period commencing on any Severance
from Service Date and ending on the date an Employee is again
credited with an Hour of Service for the performance of duties
for the Employer.

I. RE-EMPLOYMENT COMMENCEMENT DATE. The date upon which an
Employee first performs an Hour of Service for the Employer
following a Break in Service.

J. SEPARATION FROM SERVICE. A separation from Service with the
Employer maintaining this Plan and any Related Employers such
that the Employee no longer has an employment relationship
with the Employer or Related Employers.

K. SERVICE. Any period of time the Employee is in the employ of
the Employer, whether before or after adoption of the Plan,
determined in accordance with reasonable and uniform standards
and policies adopted by the Plan Administrator, which
standards and policies shall be consistently observed. For
purposes of counting an Employee's Service, the Plan shall
treat an Employee's Service with employers who are part of a
group of Related Employers of which the Employer is a member
as Service with the Employer for the period during which the
employers are Related Employers. Service for purposes of
determining eligibility to participate and vesting may also be
granted for an Employee's Period of Service prior to the date
his employer became a Related Employer if such Service is
granted in accordance with the requirements of Code Section
401(a)(4) and the regulations thereunder. In addition, Service
for purposes of eligibility and vesting

shall be granted to Eligible Employees of Owen for the period
of time such Employees were employed by a hospital contracting
with Owen for pharmacy services immediately before such
contract and employment by Owen went into effect. For all Plan
purposes, the Plan shall treat the following periods as
Service:

(i) any Authorized Leave of Absence, subject to the
service crediting limitations set forth in Section
1.37B;

(ii) any qualified military service in accordance with
Section 414(u) of the Code; and

(iii) any other absence during which the Participant
continues to receive his regular Compensation.

L. SEVERANCE FROM SERVICE DATE. The earlier of (i) the date on
which an Employee quits, is discharged, retires, or dies, or
(ii) the first anniversary of the first date of any Absence
from Service.

M. YEAR OF SERVICE. Each one-year Period of Service. Unless
otherwise provided in this Plan, Periods of Service which are
less than a year shall be aggregated on the basis that 12
months (30 days are deemed to be a month in the case of
aggregation of fractional months) or 365 days equal a whole
year. Notwithstanding the foregoing, a Participant (other than
a Part-time Employee) who has incurred a Separation from
Service and who has completed five or more months of Service
following the most recent anniversary of his Employment
Commencement Date (or Re-employment Commencement Date, as
applicable) shall, as of such termination from employment,
receive credit for a full Year of Service for vesting purposes
for such Period of Service.

In the case of Part-time Employees, a Year of Service means a
12-month computation period during which the Part-time
Employee completes 1,000 or more Hours of Service.

SECTION 1.38. SHARES. The no par value common shares of Cardinal
Health, Inc., an Ohio corporation.

SECTION 1.39. SPECIAL CONTRIBUTION ACCOUNT. That portion of a
Participant's Account credited with Special Contributions under Sections 3.02
and 3.03, and adjustments relating thereto.

SECTION 1.40. TRANSFER ACCOUNT. That portion of a Participant's Account
credited with Transfer Contributions under Section 3.18, and adjustments
relating thereto.

SECTION 1.41. TREASURY REGULATIONS. Regulations promulgated under the
Internal Revenue Code by the Secretary of the Treasury.

SECTION 1.42. TRUST. The Trust known as the Cardinal Health, Inc.
Profit Sharing and Retirement Savings Plan Trust and maintained in accordance
with the terms of the trust agreement, as from time to time amended, between
Cardinal Health, Inc. and the Trustee.

SECTION 1.43. TRUST FUND. All property of every kind held or acquired
by the Trustee under the Trust agreement other than incidental benefit insurance
contracts.

SECTION 1.44. TRUSTEE. Putnam Fiduciary Trust Company, a Massachusetts
Trust Company, or such other entity or person(s) that subsequently may be
appointed by Cardinal Health, Inc.
19
SECTION 1.45. VALUATION DATE. Each day on which the New York Stock
Exchange is open for trading.

SECTION 1.46. TERMS DEFINED ELSEWHERE.

Actual Contribution Percentage Section 3.13(A)(ii)
Actual Deferral Percentage Section 3.10(A)(i)
Aggregate Limit Section 3.13(A)(i)
Annual Additions Section 4.01(A)
Annuity Starting Date Sections 6.02(B) and 6.04
Cash-out Distribution Sections 5.04 and 6.02(A)
Claimant Section 9.09
Company Section 4.01(B)
Compensation Sections 4.01(C) and 11.06(C)
Compensation Deferral Contribution Section 3.04
Contribution Percentage Section 3.13(A)(iii)
Contribution Percentage Amounts Section 3.13(A)(iv)
Defined Benefit Plan Section 4.01(D)
Defined Benefit Plan Fraction Section 4.03(A)
Defined Contribution Plan Section 4.01(E)
Defined Contribution Plan Fraction Section 4.03(B)
Determination Date Section 11.06(G)
Direct Rollover Section 7.04(B)(iv)
Distributee Section 7.04(B)(iii)
Elective Deferrals Section 3.12(A)(i)
Eligible Participant Section 3.13 (A)(v)
Eligible Retirement Plan Section 7.04(B)(ii)
Eligible Rollover Distribution Section 7.04(B)(i)
Employee Contribution Section 3.13(A)(vi)
Employer Section 11.06(F)
Employer Common Stock Fund Section 8.05
ESOP Shares Section 9.06
Excess Aggregate Contributions Section 3.13(A)(vii)
Excess Compensation Section 3.03(A)(i)
Excess Compensation Deferrals Section 3.10(A)(ii)
Excess Elective Deferrals Section 3.12(A)(ii)
Forfeiture Break in Service Section 5.02
Gap Period Sections 3.11(A), 3.12(D) and 3.14(A)
Investment Funds Section 8.05
Key Employee Section 11.06(A)
Limitation Year Section 4.01(F)
Matching Contribution Section 3.06 and 3.13(A)(viii)
Maximum Permissible Amount Section 4.01(G)
Non-Key Employee Section 11.06(B)
Permissive Aggregation Group Section 11.06(E)
Preretirement Survivor Annuity Section 6.08(C)
Profit Sharing Contributions Section 3.02
Projected Annual Benefit Section 4.01(H)
Qualified Joint and Survivor Annuity Section 6.04
Qualified Matching Contributions Section 3.06

Qualified Non-elective Contributions Section 3.09
Required Aggregation Group Section 11.06(D)
Required Beginning Date Section 6.03(B)
Rollover Contributions Section 3.18
Special Contributions Section 3.02
Tender Offer Section 8.05
Top Heavy Section 11.03
Transfer Contributions Section 3.18

ARTICLE II

ELIGIBILITY AND PARTICIPATION

SECTION 2.01. ELIGIBILITY. Each Eligible Employee shall be eligible to
become a Participant in the Plan. Each Eligible Employee who was a Participant
in the Plan on the day before the Effective Date of this restated Plan shall
continue as a Participant in this Plan as restated. Each Eligible Employee who
was a participant in one of the Merging Plans on the day before the Effective
Date of this restated Plan shall also become a Participant in this restated Plan
as of the effective date of participation set forth in Appendix A. Any other
Eligible Employee who is employed by the Employer on and after July 1, 1999,
shall become a Participant upon completion of 180 days of Service; provided,
however, that an Eligible Employee who is employed by the Employer prior to July
1, 1999, shall become a Participant upon completion of six months of Service.
Notwithstanding the foregoing, with respect to any Eligible Employee who is a
Part-time Employee, such eligible Part-time Employee must complete a Year of
Service within a single Eligibility Computation Period in order to participate
in the Plan. Each Eligible Employee shall become a Participant in the Plan as of
the Entry Date coinciding with his satisfaction of these requirements.

SECTION 2.02. PARTICIPATION UPON RE-EMPLOYMENT. An Eligible Employee
who had met all the requirements of Section 2.01, but terminated employment
prior to his Entry Date, shall become a Participant on the date he is
re-employed by the Employer, or his original Entry Date, if later. An Eligible
Employee who was a Participant shall again become a Participant on the date he
is re-employed by the Employer. Any Eligible Employee who terminates employment
with the Employer prior to satisfying the eligibility conditions of Section 2.01
must, upon becoming re-employed, satisfy the eligibility conditions of Section
2.01.

SECTION 2.03. ENROLLMENT. Prior to each Entry Date, the Committee shall
notify each Employee who is eligible to open a Compensation Deferral Account and
shall explain the rights, privileges and duties of a Participant in the Plan.
Each Eligible Employee may enroll as a Participant in the Compensation Deferral
portion of the Plan at any time on or after his Entry Date, by properly
completing the enrollment procedures established at the time by the Committee,
or by following such other reasonable procedures as the Committee may implement.
The Committee may establish rules and procedures governing the time and manner
in which enrollments shall be processed. Eligible Employees shall participate in
the profit sharing portion of the Plan effective upon their eligibility to share
in Profit Sharing Contributions or Special Contributions in accordance with
reasonable enrollment procedures established by the Committee.

SECTION 2.04. TRANSFER BETWEEN CLASSES OF EMPLOYEES. For eligibility
purposes, in the case of an Eligible Employee who transfers from a Part-time
Employee classification to a class of Employees whose Service is determined on
an elapsed time basis, the Eligible Employee shall receive credit for a Period
of Service computed from his Employment or Re-employment Commencement Date as
applicable.

In the case of an Eligible Employee who transfers from a class of
Employees whose Service is determined on an elapsed time basis to a Part-time
Employee classification, the Eligible Employee shall receive credit for
eligibility purposes, as of the date of transfer, for a number of Hours of
Service determined by applying the equivalency set forth in Labor Reg. Section
2530.200b-3(e)(1)(i) (which credits ten Hours of Service for each day on which
the Eligible Employee would be required to be credited with one Hour of Service)
to any fractional part of a year credited to the Eligible

Employee under this Section as of the date of the transfer. Such equivalency
shall apply to all similarly situated Employees.

ARTICLE III

CONTRIBUTIONS

SECTION 3.01. INDIVIDUAL ACCOUNTS. The Committee, or, if the Committee
so determines, the Trustee, shall maintain an Account for each Participant and
Former Participant having an amount to his credit in the Trust Fund. Each
Account shall be divided into separate subaccounts for "Compensation Deferral
Contributions," "Matching Contributions," "Profit Sharing Contributions" and
"Special Contributions," as defined below. If a Participant has made a "Rollover
Contribution" or "Transfer Contribution," as defined below, or if the Employer
elects to make "Qualified Non-elective Contributions" or "Qualified Matching
Contributions," as defined below, separate subaccounts shall be established for
such contributions as well. Furthermore, if a Participant re-enters the Plan
subsequent to having a "Forfeiture Break in Service" (as defined in Section
5.02), the Committee, or the Trustee, shall maintain a separate Account for the
Participant's pre-Forfeiture Break in Service Account and a separate Account for
his post-Forfeiture Break in Service Account, unless the Participant's entire
Account under the Plan is 100% Nonforfeitable. The Committee will make its
allocations, or request the Trustee to make its allocations, to the Accounts of
the Participants in accordance with the provisions of Section 10.13. The
Committee may direct the Trustee to maintain a temporary segregated investment
Account in the name of a Participant to prevent a distortion of income, gain, or
loss allocations under Section 10.13. The Committee shall maintain records of
its activities.

SECTION 3.02. PROFIT SHARING CONTRIBUTIONS AND SPECIAL CONTRIBUTIONS.
For each Plan Year, the Employer may contribute to the Trust amounts determined
in its discretion based on profitability. Such contributions will be in the form
of "PROFIT SHARING CONTRIBUTIONS" and/or "SPECIAL CONTRIBUTIONS." The amount
contributed in any year may vary, in the Employer's discretion, among the
QSLOBs, and the discretionary amounts so contributed shall be allocated only
among the eligible Participants of the line of business for which the
contribution was made. In addition, the amount contributed within a QSLOB may
vary among the Employers or divisions within the single business line to the
extent such variation does not violate the requirements of Code Sections
401(a)(4) and 410(b). Whenever the Employer elects to contribute different
amounts for a Plan Year on behalf of different lines of business and/or the
Employers or divisions within such lines of business, the Committee shall notify
the Trustee, in writing, of the amount of the contribution allocable to each
group for allocation to the eligible Participants employed within each such
group. The Employer shall not make a contribution to the Trust for any taxable
year to the extent the contribution would exceed the maximum deduction
limitations under Code Section 404. All contributions are conditioned on their
deductibility under the Code.

SECTION 3.03. PROFIT SHARING CONTRIBUTION AND SPECIAL CONTRIBUTION
ALLOCATION AND ACCRUAL OF BENEFIT.

A. METHOD OF ALLOCATION.

(i) PROFIT SHARING CONTRIBUTIONS. Subject to Article XI
and any restoration allocation required under Section
5.05, the Committee shall allocate and credit to the
Account of each Participant who satisfies the
conditions of Section 3.03B a percentage of the
annual Employer Profit Sharing Contribution made
pursuant to Section 3.02 that is allocable to
Participants of the line of business or other group
for which the Participant is employed, determined as
follows:

STEP ONE: Any Profit Sharing Contributions made
during the Plan Year will be allocated among each
eligible Participant's Account, in the group of
Participants for whom the Profit Sharing Contribution
was made, in the ratio that the sum of the
Participant's total Compensation and Excess
Compensation (as hereinafter defined) for the Plan
Year bears to the sum of all such Participants' total
Compensation and Excess Compensation for the Plan
Year. However, if the amount allocated to
Participants' Accounts under this Step One, as a
percentage of the sum of their total Compensation and
Excess Compensation, exceeds 5.7%, (or the percentage
equal to the old-age insurance portion of the tax
rate under Code Section 3111(a) in effect for the
Plan Year, if greater), then the amount of
contributions allocated under this Step One shall be
reduced to an amount that results in an allocation,
as a percentage of the sum of each Participant's
total Compensation and Excess Compensation for the
Plan Year, of no more than 5.7% (or the percentage
equal to the old-age insurance portion of the tax
rate under Code Section 3111(a) in effect for the
Plan Year, if greater).

STEP TWO: Any Profit Sharing Contributions remaining
after the allocation in Step One will be allocated
among each eligible Participant's Account, in the
group of Participants for whom the Profit Sharing
Contribution was made, in the ratio that each such
Participant's total Compensation for the Plan Year
bears to the total Compensation of all such
Participants for that Plan Year.

"EXCESS COMPENSATION" means Compensation in excess of
the taxable wage base, as determined under Section
230 of the Social Security Act, in effect on the
first day of the Plan Year.

(ii) SPECIAL CONTRIBUTIONS. As an alternative to or in
addition to making Profit Sharing Contributions and
allocating them in the manner described above, and
subject to Article XI and any restoration allocation
required under Section 5.05, the Committee shall
allocate and credit to the Account of each
Participant who satisfies the conditions of Section
3.03B a portion of the annual Employer Special
Contribution made pursuant to Section 3.02 that is
allocable to the Participants of the line of business
or other group for which the Participant is employed.
Special Contributions, if any, shall be allocated
among the Accounts of the group of eligible
Participants for whom the contribution was made in
the ratio that each such Participant's Compensation
bears to the total Compensation of all such
Participants.

B. ACCRUAL OF BENEFIT. The Committee shall determine the accrual
of a Participant's benefit on the basis of the Plan Year.
Although contributions may be made at other times (and
therefore credited to Accounts at such other times), the
Participant's status as of the end of the Plan Year for which
the contribution is made shall determine his entitlement to
share in an allocation of such contribution, regardless of
when credited to his Account. In allocating a Profit Sharing
Contribution or Special Contribution to a Participant's
Account, the Committee, subject to Section 11.01, shall take
into account only Compensation paid to the Employee during the
portion of the Plan Year during which the Employee was a
Participant. However, the Committee shall not allocate any
portion of a Profit Sharing Contribution or Special
Contribution for a Plan Year to the Account of any
Participant, if such Participant is not employed by the
Employer on the last day of that Plan Year (for a reason other
than retirement, Disability, or death). The Plan shall suspend
the accrual requirement described herein if the Plan fails to
satisfy the requirements of Code Section 410(b).
Notwithstanding any other provision to the contrary, a Profit
Sharing Contribution or Special Contribution shall not be
allocated to a Participant's Account to the extent the
contribution would exceed the Participant's "Maximum
Permissible Amount" under Section 4.01.

SECTION 3.04. COMPENSATION DEFERRAL CONTRIBUTIONS. For any Plan Year,
each Participant may elect to have allocated to his Account an amount of his
Compensation for such Plan Year, which amount shall be a whole percentage,
rounded to the nearest dollar, of not less than one percent but not more than
the lesser of $10,000 (or such larger dollar amount as the Commissioner of
Internal Revenue may prescribe in accordance with Code Section 402(g)(5)) or 20%
of his Compensation for such Plan Year. Such amount shall be known as the
Participant's "COMPENSATION DEFERRAL CONTRIBUTION." A Participant's Compensation
for a Plan Year shall be reduced by the amount of the allocation he elects for
such Plan Year. All elections shall be made at the time, in the manner, and
subject to the conditions specified by the Committee, which shall prescribe
uniform and nondiscriminatory rules for such elections, and shall become
effective as of the first pay period as is administratively practicable after
the election is properly made. The Employer shall not make a Compensation
Deferral Contribution to the Trust to the extent that the Contribution would
exceed the Participant's "Maximum Permissible Amount" as defined under Section
4.01.

SECTION 3.05. CHANGES AND SUSPENSIONS OF COMPENSATION DEFERRAL
CONTRIBUTIONS. A Participant may change the rate of Compensation Deferral
Contributions to his Account at any time during each Plan Year, effective for
the first payroll period for which it is administratively feasible to change the
rate of such Participant's Compensation Deferral Contributions, by communicating
such rate change in accordance with uniform rules and procedures established by
the Committee regarding the timing and manner of making such elections. In
addition, a

Participant may at any time elect to suspend all contributions to his Account by
giving advance notice in any manner specified by the Committee in accordance
with its uniform rules and procedures. An election to recommence contributions
shall be effective for the first payroll period in which it is administratively
feasible to begin deferral withholdings. All suspensions and recommencements of
Compensation Deferral Contributions shall be made in the manner and at the times
specified in uniform rules and procedures established by the Committee, which
rules and procedures may be changed from time to time.

SECTION 3.06. MATCHING AND QUALIFIED MATCHING CONTRIBUTIONS. For each
Plan Year, the Employer may contribute to each eligible Participant's Account a
"MATCHING CONTRIBUTION" in an amount determined by the Employer from time to
time in its discretion. The amount or rate of the Matching Contribution shall be
announced to Participants and other Eligible Employees, and suspended or changed
on a prospective basis only. To the extent that the Employer is treated as
operating QSLOBs, the discretionary Matching Contribution amounts or rates of
contribution to be allocated among the eligible Participants of each such line
of business may vary. The Employer shall not make a Matching Contribution to the
Trust for any Participant to the extent that the contribution would exceed the
Participant's "Maximum Permissible Amount" under Section 4.01.

If the Employer so elects, the Employer may also make Matching
Contributions to the Plan which are "QUALIFIED MATCHING CONTRIBUTIONS."
Qualified Matching Contributions shall mean Matching Contributions that are at
all times Nonforfeitable and subject to the distribution requirements of Section
401(k) of the Code when made to the Plan. Additional contributions subject to
these rules may be made by the Employer, or some or all of the existing Matching
Contributions can be designated as fully vested and subject to the distribution
restrictions, in order to satisfy these rules. Furthermore, the election to make
any Qualified Matching Contributions may also vary among the QSLOBs of the
Employer.

SECTION 3.07. MATCHING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT.
Only Participants who have made Compensation Deferral Contributions during the
Plan Year shall be eligible to share in the allocation of the Matching
Contribution as set forth in Section 3.06. In addition, if different amounts or
rates of Matching Contributions or Qualified Matching Contributions, if any, are
established for different lines of business, then the Matching or Qualified
Matching Contributions made for a Plan Year by each such QSLOB shall be
allocable only among eligible Participants employed by Employers within such
QSLOB. In all cases, the allocation of Matching Contributions or Qualified
Matching Contributions shall be based on the amount or rate established in
advance for such contributions relative to the Compensation Deferral
Contributions being matched. No Matching Contributions shall be made, however,
with respect to "Excess Compensation Deferrals" as defined in Section 3.10 of
the Plan.

Matching Contributions shall become Nonforfeitable in accordance with
Section 5.01 of the Plan. In any event, Matching Contributions shall be fully
vested and Nonforfeitable at Normal Retirement Age, upon the complete or partial
termination of the Plan, or upon the complete discontinuance of Employer
contributions. Forfeitures of Matching Contributions, other than Excess
Aggregate Contributions, shall be made in accordance with Section 5.03 of the
Plan.

SECTION 3.08. VOLUNTARY EMPLOYEE NONDEDUCTIBLE CONTRIBUTIONS.
Participants shall not be permitted to make voluntary employee nondeductible
contributions.

SECTION 3.09. QUALIFIED NON-ELECTIVE CONTRIBUTIONS. If it so elects,
the Employer may make "QUALIFIED NON-ELECTIVE CONTRIBUTIONS" under the Plan on
behalf of all

Participants or all Participants who are Non-highly Compensated Employees in
order to satisfy either the Actual Deferral Percentage test or the Actual
Contribution Percentage test. For purposes of this Article III, Qualified
Non-elective Contributions shall mean contributions (other than Matching
Contributions or Qualified Matching Contributions) made by the Employer and
allocated to Participants' Accounts that the Participants may not elect to
receive in cash until distributed from the Plan; that are Nonforfeitable when
made; and that are distributable only in accordance with the distribution
provisions that are applicable to Compensation Deferral Contributions and
Qualified Matching Contributions. Qualified Non-elective Contributions shall be
allocated to Participants' Accounts in the same proportion that each
Participant's Compensation for the Plan Year for which the Employer makes the
contribution bears to the total Compensation of all Participants for the Plan
Year (or of all Non-highly Compensated Participants, as applicable). Qualified
Non-elective Contributions may be made only with respect to eligible
Participants within one or more QSLOBs or with respect to all eligible
Participants, as determined by the Employer.

SECTION 3.10. LIMITATIONS APPLICABLE TO COMPENSATION DEFERRAL
CONTRIBUTIONS. The provisions of this Section are effective for Plan Years
beginning on or after January 1, 1997. The limitations set forth herein shall
generally be applied separately to each QSLOB of the Employer.

A. DEFINITIONS. For purposes of this Section 3.10, the following
definitions shall apply:

(i) "ACTUAL DEFERRAL PERCENTAGE," for each Plan Year,
means the average of the ratios (calculated
separately for each Participant in a specified group)
of:

a. the amount of Compensation Deferral
Contributions actually paid over to the
Trust Fund on behalf of each such
Participant for such Plan Year, including
Excess Compensation Deferrals, but excluding
Compensation Deferrals that are taken into
account in the Contribution Percentage test
(provided the Average Deferral Percentage
test is satisfied both with and without
exclusion of these Compensation Deferrals),
to

b. the Participant's Compensation for such Plan
Year for the period during which he was a
Participant in the Plan.

For purposes of computing Actual Deferral
Percentages, an Eligible Employee who would be a
Participant but for the failure to make Compensation
Deferrals shall be treated as a Participant on whose
behalf no Compensation Deferrals are made.

(ii) "EXCESS COMPENSATION DEFERRALS," with respect to any
Plan Year, means the excess of:

a. The aggregate amount of Employer
contributions actually taken into account in
computing the Actual Deferral Percentage of
Highly Compensated Employees for such Plan
Year, over

b. The maximum amount of such contributions
permitted by the Actual Deferral Percentage
test (determined by reducing contributions
made on behalf of Highly Compensated
Employees in order of their Actual Deferral
Percentages, beginning with the highest of
such percentages).

B. ACTUAL DEFERRAL PERCENTAGE TEST. In any Plan Year in which the
Actual Deferral Percentage for the group of Highly Compensated
Employees, taking into account Employee elections, would be
more than the greater of:

(i) the Actual Deferral Percentage for the group of
Non-highly Compensated Employees for the current or
preceding Plan Year, as applicable (as set forth on
Schedule I to the Plan), multiplied by 1.25, or

(ii) the lesser of two percent plus the Actual
Deferral Percentage for the group of Non-highly
Compensated Employees for the current or preceding
Plan Year (as set forth on Schedule I) or the Actual
Deferral Percentage for the group of Non-highly
Compensated Employees for the current or preceding
Plan Year (as set forth on Schedule I) multiplied by
two,

the deferral elections of the Highly Compensated Employees
shall be reduced to the extent necessary so that the Actual
Deferral Percentage for the group of Highly Compensated
Employees is not more than the greater of subparagraphs (i) or
(ii) of this subsection B. Under such reduction, the dollar
amount of the Excess Compensation

Deferrals is determined as described in subsection A(ii)
above. Next, the Compensation Deferral Contributions of the
Highly Compensated Employee with the highest dollar amount of
Compensation Deferral Contributions (not necessarily the
Highly Compensated Employee with the highest Actual Deferral
Percentage) is reduced to the extent required to equal the
maximum deferral dollar amount for Highly Compensated
Employees permitted by subparagraphs (i) or (ii) of this
subsection B, or to cause such Highly Compensated Employee's
Compensation Deferral Contributions to equal the dollar amount
of the Compensation Deferral Contributions of the Highly
Compensated Employee with the next highest dollar amount of
Compensation Deferral Contributions, whichever is less. This
process is repeated until the aggregate dollar amount of all
Highly Compensated Employee Compensation Deferrals are reduced
to an amount that will cause the dollar amount of the
Compensation Deferrals for all Highly Compensated Employees in
the aggregate to equal the dollar amount of Compensation
Deferrals that will cause the average of the Actual Deferral
Percentages for the group of Highly Compensated Employees to
equal the maximum amount permitted under this Section.
Alternatively (or in addition to the reductions set forth
above), if the Employer has made any Qualified Matching or
Qualified Non-elective Contributions for the Plan Year in
question, the Committee may elect to treat all or any part of
any such contributions meeting the requirements of Treasury
Regulations Section 1.401(k)-1(b)(3) as Compensation Deferral
Contributions to the extent necessary to satisfy the Actual
Deferral Percentage test of this Section. Any Qualified
Matching or Qualified Non-elective Contributions so applied
shall not be included in the computation of the Actual
Contribution Percentage test requirements of Code Section
401(m) otherwise applicable to such contributions.

C. TESTING GROUPS. The Actual Deferral Percentage test shall be
applied separately to each QSLOB participating in the Plan. In
addition, the Actual Deferral Percentage test may be performed
for any QSLOB separately with respect to those Participants
who have met the minimum age and service requirements of Code
Section 410(a)(1)(A) from those who have not met such
requirements.

D. CODE SECTION 415 LIMITATION. The Employer shall not make a
contribution to the Trust to the extent the contribution would
exceed the Participant's "Maximum Permissible Amount" under
Section 4.01.

E. MULTIPLE CODE SECTION 401(k) PLANS. The Actual Deferral
Percentage for any Participant who is a Highly Compensated
Employee for the Plan Year and who is eligible to have
Compensation Deferrals (and Qualified Non-elective
Contributions or Qualified Matching Contributions, or both, if
treated as Compensation Deferrals for purposes of the Actual
Deferral Percentage test) allocated to his Accounts under two
or more arrangements described in Section 401(k) of the Code
that are maintained by the Employer, shall be determined as if
such Compensation Deferrals (and, if applicable, such
Qualified Non-elective Contributions or Qualified Matching
Contributions, or both) were made under a single arrangement.
If a Highly Compensated Employee participates in two or more
cash or deferred arrangements that have different Plan Years,
all cash or deferred arrangements ending with or within the
same calendar year shall be treated as a single arrangement.

F. OPTIONAL PLAN AGGREGATION. In the event that this Plan (or any
QSLOB thereof) satisfies the requirements of Sections 401(k),
401(a)(4), or 410(b) of the Code only if aggregated

with one or more other plans (or QSLOBs), or if one or more
other plans satisfy the requirements of such sections of the
Code only if aggregated with this Plan (or a QSLOB thereof),
then this Section shall be applied by determining the Actual
Deferral Percentage of Employees as if all such plans were a
single plan. Plans may be aggregated in order to satisfy
Section 401(k) of the Code only if they have the same Plan
Year.

G. TIME FOR MAKING CONTRIBUTIONS. For purposes of determining the
Actual Deferral Percentage test, Compensation Deferrals,
Qualified Non-elective Contributions and Qualified Matching
Contributions must be made before the last day of the 12-month
period immediately following the Plan Year to which such
contributions relate. Compensation Deferral Contributions
must, in any event, be paid over by the Employer to the
Trustee by the earlier of the date on which they can
reasonably be segregated from the Employer's general assets or
within 15 business days after the end of the calendar month in
which the Compensation Deferral Contributions were withheld
from the Participant's Compensation.

H. RECORDKEEPING. The Company shall maintain records sufficient
to demonstrate satisfaction of the Actual Deferral Percentage
test and the amount of Qualified Non-elective Contributions or
Qualified Matching Contributions, or both, used in such test.

I. COMPLIANCE WITH THE CODE. The determination and treatment of
the Actual Deferral Percentage amounts of any Participant
shall satisfy such other requirements as may be prescribed by
the Secretary of the Treasury. In performing the required
testing hereunder, any variations in procedures or methods
permitted under the Code and applicable Treasury Regulations
may be employed.

SECTION 3.11. DISTRIBUTION OF EXCESS COMPENSATION DEFERRALS. The
provisions of this Section are effective for Plan Years beginning on or after
January 1, 1997. Notwithstanding any other provision of this Plan, Excess
Compensation Deferrals, plus any income and minus any loss allocable thereto,
shall be distributed no later than the last day of each Plan Year to
Participants to whose Accounts such Excess Compensation Deferrals were allocated
for the preceding Plan Year. Whenever possible, however, such distributions
shall be made within two and one-half months after the end of the Plan Year
during which the Excess Compensation Deferrals occurred. Such distributions
shall be made to Highly Compensated Employees on the basis of the respective
portions of the Excess Compensation Deferrals attributable to each of such
Employees under the methodology described in Section 3.10B. Excess Compensation
Deferrals shall be treated as Annual Additions under the Plan.

A. DETERMINATION OF INCOME OR LOSS: Excess Compensation Deferrals
shall be adjusted for any income or loss. The Plan
Administrator shall determine whether such adjustments shall
include the period from the end of the Plan Year in which the
excess arose up to the date of corrective distribution (the
"GAP PERIOD"). The income or loss allocable to Excess
Compensation Deferrals is the sum of: (i) income or loss
allocable to the Participant's Compensation Deferral Account
(and, if applicable, the Qualified Non-elective Contribution
Account or the Qualified Matching Contribution Account or
both) for the Plan Year multiplied by a fraction, the
numerator of which is such Participant's Excess Compensation
Deferrals for the year and the denominator of which is the
Participant's Account balance attributable to Compensation
Deferrals (and Qualified Non-Elective Contributions or
Qualified Matching Contributions, or both, if any of such

contributions are included in the Actual Deferral Percentage
test) without regard to any income or loss occurring during
such Plan Year; and (ii) if the corrective distribution is to
be adjusted for income or loss during the Gap Period, ten
percent of the amount determined under (i) multiplied by the
number of whole calendar months between the end of the Plan
Year and the date of distribution, counting the month of
distribution if distribution occurs after the 15th day of such
month. Alternatively, the Committee may determine the income
or loss allocable to Excess Compensation Deferrals under any
reasonable method which does not violate the general
nondiscrimination rules of Code Section 401(a)(4), is used
consistently for all Participants and for all such corrective
distributions under the Plan for the Plan Year, and is used by
the Plan for allocating income to Participants' Accounts.

B. ACCOUNTING FOR EXCESS COMPENSATION DEFERRALS: Excess
Compensation Deferrals shall be distributed from the
Participant's Compensation Deferral Account and Qualified
Matching Contribution Account (if applicable) in proportion to
the Participant's Compensation Deferrals and Qualified
Matching Contributions (to the extent used in the Actual
Deferral Percentage test) for the Plan Year. Excess
Compensation Deferrals shall be distributed from the
Participant's Qualified Non-elective Contribution Account only
to the extent that such Excess Compensation Deferrals exceed
the balance in the Participant's Compensation Deferral Account
and Qualified Matching Contribution Account.

SECTION 3.12. DOLLAR LIMITATIONS ON ELECTIVE DEFERRALS.

A. DEFINITIONS:

(i) "ELECTIVE DEFERRALS" shall mean any Employer
contributions made to the Plan at the election of the
Participant, in lieu of cash compensation, and shall
include contributions made pursuant to a compensation
reduction agreement or other deferral mechanism. With
respect to any taxable year, a Participant's Elective
Deferral is the sum of all employer contributions
made on behalf of such Participant pursuant to an
election to defer under any qualified cash or
deferred arrangement as described in Section 401(k)
of the Code, any simplified employee pension cash or
deferred arrangement as described in Code Section
402(h)(1)(B), any eligible deferred compensation plan
under Code Section 457, any plan as described under
Code Section 501(c)(18), and any employer
contributions made on the behalf of a Participant for
the purchase of an annuity contract under Code
Section 403(b) pursuant to a compensation reduction
agreement.

(ii) "EXCESS ELECTIVE DEFERRALS" shall mean those Elective
Deferrals that are includible in a Participant's
gross income under Section 402(g) of the Code to the
extent such Participant's Elective Deferrals for a
taxable year exceed the dollar limitation under such
Code section. Excess Elective Deferrals shall be
treated as Annual Additions under the Plan, except to
the extent they are distributed pursuant to
subsection C below.

B. PROHIBITION OF DEFERRALS IN EXCESS OF CODE SECTION 402(G)
DOLLAR LIMITATIONS. No Participant shall be permitted to have
Elective Deferrals made under this Plan, or any

other qualified plan, during any taxable year, in excess of
the dollar limitation contained in Section 402(g) of the Code
in effect at the beginning of such taxable year.

C. DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS. A Participant may
assign to this Plan any Excess Elective Deferrals made during
a taxable year of the Participant by notifying the Plan
Administrator on or before March 15 of the following taxable
year of the amount of the Excess Elective Deferrals to be
assigned to the Plan.

Notwithstanding any other provision of the Plan, Excess
Elective Deferrals, plus any income and minus any loss
allocable thereto, shall be distributed no later than April 15
to any Participant to whose Account Excess Elective Deferrals
were assigned for the preceding year and who claims Excess
Elective Deferrals for such taxable year.

D. DETERMINATION OF INCOME OR LOSS. Excess Elective Deferrals
shall be adjusted for any income or loss. The Plan
Administrator shall determine whether such adjustments shall
include the period from the end of the taxable year in which
the excess arose up to the date of distribution (the "GAP
PERIOD"). The income or loss allocable to Excess Elective
Deferrals is the sum of (i) income or loss allocable to the
Participant's Elective Deferral Account for the taxable year
multiplied by a fraction, the numerator of which is such
Participant's Excess Elective Deferrals for the year and the
denominator of which is the Participant's Account Balance
attributable to Elective Deferrals without regard to any
income or loss occurring during such taxable year; and
(ii) if the distribution is to be adjusted for income or loss
during the Gap Period, ten percent of the amount determined
under (i) multiplied by the number of whole calendar months
between the end of the Participant's taxable year and the date
of distribution, counting the month of distribution if
distribution occurs after the 15th day of such month.
Alternatively, the Committee may determine the income or loss
allocable to Excess Elective Deferrals under any reasonable
method which does not violate the general nondiscrimination
rules of Code Section 401(a)(4), is used consistently for all
Participants and for all such corrective distributions under
the Plan for the Plan Year, and is used by the Plan for
allocating income to Participants' Accounts.

Participants who claim Excess Elective Deferrals for the preceding
taxable year must submit their claims in writing to the Plan Administrator by
March 15 of the calendar year following the Plan Year in which such Excess
Elective Deferrals are claimed to have been made.

SECTION 3.13. LIMITATIONS APPLICABLE TO MATCHING CONTRIBUTIONS. The
provisions of this Section are effective for Plan Years beginning on or after
January 1, 1997. The limitations set forth herein shall generally be applied
separately to each QSLOB of the Employer.

A. DEFINITIONS. For purposes of this Section, the following
definitions shall apply:

(i) "AGGREGATE LIMIT" shall mean the greater of (a) the
sum of (1) 125% of the greater of the Actual Deferral
Percentage of the Non-highly Compensated Employees
for the current or preceding Plan Year (as set forth
on Schedule I) or the Actual Contribution Percentage
of Non-highly Compensated Employees under the Plan
subject to Code Section 401(m) for the current or
preceding Plan Year (as set forth on Schedule I) and
(2) the lesser of 200% or two plus the lesser of such
Actual Deferral Percentage or Actual Contribution
Percentage; or (b) the sum of (1) 125% of the lesser
of the Actual Deferral Percentage of the

Non-highly Compensated Employees for the current or
preceding Plan Year (as set forth on Schedule I) or
the Actual Contribution Percentage of Non-highly
Compensated Employees under the Plan subject to Code
Section 401(m) for the current or preceding Plan Year
(as set forth on Schedule I), and (2) the lesser of
200% or two plus the greater of such Actual Deferral
Percentage or Actual Contribution Percentage.

(ii) "ACTUAL CONTRIBUTION PERCENTAGE" shall mean the
average of the Contribution Percentages of the
Eligible Participants in a group.

(iii) "CONTRIBUTION PERCENTAGE" shall mean the ratio
(expressed as a percentage) of the Participant's
Contribution Percentage Amounts to the Participant's
Compensation for the Plan Year (whether or not the
Employee was a Participant for the entire Plan Year).

(iv) "CONTRIBUTION PERCENTAGE AMOUNTS" shall mean the sum
of the Matching Contributions and Qualified Matching
Contributions (to the extent not taken into account
for purposes of the Actual Deferral Percentage test)
made under the Plan on behalf of the Participant for
the Plan Year. Such Contribution Percentage Amounts
shall not include Matching Contributions that are
forfeited either to correct Excess Aggregate
Contributions or because the contributions to which
they relate are Excess Compensation Deferrals, Excess
Elective Deferrals, or Excess Aggregate
Contributions. If it so desires, the Employer may
make Qualified Non-elective Contributions designated
for inclusion in the Contribution Percentage Amounts.
The Employer also may elect to use Compensation
Deferrals in the Contribution Percentage Amounts so
long as the Actual Deferral Percentage test is met
before the Compensation Deferrals are used in the
Actual Contribution Percentage test and continues to
be met following the exclusion of those Compensation
Deferrals that are used to meet the Actual
Contribution Percentage test.

(v) "ELIGIBLE PARTICIPANT" shall mean any Employee who is
eligible to make an Employee Contribution, or a
Compensation Deferral (if the Employer takes such
contributions into account in the calculation of the
Contribution Percentage), or to receive a Matching
Contribution (including forfeitures) or a Qualified
Matching Contribution. If an Employee Contribution is
required as a condition of participation in the Plan,
any Employee who would be a Participant in the Plan
if such Employee made such a contribution shall be
treated as an eligible Participant on behalf of whom
no Employee Contributions are made.

(vi) "EMPLOYEE CONTRIBUTION" shall mean any voluntary
employee nondeductible contribution made to the Plan
by or on behalf of a Participant that is included in
the Participant's gross income in the year in which
made and that is maintained under a separate account
to which earnings and losses are allocated.

(vii) "EXCESS AGGREGATE CONTRIBUTIONS" shall mean, with
respect to any Plan Year, the excess of:

a. The aggregate Contribution Percentage
Amounts taken into account in computing the
numerator of the Actual Contribution
Percentage actually
34

made on behalf of Highly Compensated
Employees for such Plan Year, over

b. The maximum Contribution Amounts permitted
by the Actual Contribution Percentage test
(determined by reducing contributions made
on behalf of Highly Compensated Employees in
order of their Contribution Percentages
beginning with the highest of such
percentages).

Such determination shall be made after first
determining Excess Compensation Deferrals pursuant to
Section 3.10. After making such determination, the
dollar amount of the Excess Aggregate Contributions
shall be determined. The Excess Aggregate
Contributions, on a dollar amount basis, shall be
allocated to the Account(s) of the Highly Compensated
Participant(s) with the highest dollar amount of
Contribution Percentage Amounts allocated to
his/their Account(s) in a reverse leveling process
similar to the one described in Section 3.10B
applicable to Compensation Deferral Contributions.

(viii) "MATCHING CONTRIBUTION" shall mean an Employer
contribution made to this or any other defined
contribution plan on behalf of a Participant on
account of an Employee Contribution made by such
Participant, or on account of a Participant's
Compensation Deferral Contributions under a Plan
maintained by the Employer.

B. ACTUAL CONTRIBUTION PERCENTAGE TEST. The Actual Contribution
Percentage for Participants who are Highly Compensated
Employees for each Plan Year and the Actual Contribution
Percentage for Participants who are Non-highly Compensated
Employees for the current or preceding Plan Year (as set forth
on Schedule I) must satisfy one of the following tests:

(i) The Actual Contribution Percentage for Participants
who are Highly Compensated Employees for the Plan
Year shall not exceed the Actual Contribution
Percentage for Participants who are Non-highly
Compensated Employees for the current or preceding
Plan Year (as set forth on Schedule I) multiplied by
1.25; or

(ii) The Actual Contribution Percentage for Participants
who are Highly Compensated Employees for the Plan
Year shall not exceed the Actual Contribution
Percentage for Participants who are Non-highly
Compensated Employees for the current or preceding
Plan Year (as set forth on Schedule I) multiplied by
two, provided that the Actual Contribution Percentage
for Participants who are Highly Compensated Employees
does not exceed such Actual Contribution Percentage
for Participants who are Non-highly Compensated
Employees by more than two percentage points.

C. The following special rules shall apply:

(i) TESTING GROUPS. The Actual Contribution Percentage
test shall be applied separately to each QSLOB
participating in the Plan. In addition, the Actual
Contribution Percentage test may be performed for any
QSLOB separately with

respect to those Participants who have met the
minimum age and service requirements of Code Section
410(a)(1)(A) from those who have not met such
requirements.

(ii) MULTIPLE USE. If the sum of the Actual Deferral
Percentage and Actual Contribution Percentage of
those Highly Compensated Employees subject to either
or both tests exceeds the Aggregate Limit, then the
Actual Contribution Percentage of those Highly
Compensated Employees will be reduced (beginning with
such Highly Compensated Employee whose Actual
Contribution Percentage is the highest) so that the
limit is not exceeded. The amount by which each
Highly Compensated Employee's Contribution Percentage
Amount is reduced shall be treated as an Excess
Aggregate Contribution. The Actual Deferral
Percentage and Actual Contribution Percentage of the
Highly Compensated Employees are determined after any
corrections required to meet the Actual Deferral
Percentage and Actual Contribution Percentage tests.
Multiple use does not occur if either the Actual
Deferral Percentage or Actual Contribution Percentage
of the Highly Compensated Employees does not exceed
1.25 multiplied by the Actual Deferral Percentage or
Actual Contribution Percentage, as applicable, of the
Non-highly Compensated Employees.

(iii) AGGREGATION OF CONTRIBUTION PERCENTAGE AMOUNTS. For
purposes of this Section, the Contribution Percentage
for any Participant who is a Highly Compensated
Employee and who is eligible to have Contribution
Percentage Amounts allocated to his Account under two
or more Plans described in Section 401(a) of the
Code, or arrangements described in Section 401(k) of
the Code that are maintained by the Employer, shall
be determined as if the total of such Contribution
Percentage Amounts was made under each plan. If a
Highly Compensated Employee participates in two or
more cash or deferred arrangements that have
different plan years, all cash or deferred
arrangements ending with or within the same calendar
year shall be treated as a single arrangement.

(iv) AGGREGATION OF PLANS. In the event that this Plan (or
any QSLOB thereof) satisfies the requirements of
Sections 401(m), 401(a)(4) or 410(b) of the Code only
if aggregated with one or more other plans (or
QSLOBs), or if one or more other plans satisfy the
requirements of such sections of the Code only if
aggregated with this Plan (or a QSLOB thereof), then
this Section shall be applied by determining the
Contribution Percentage of Employees as if all such
plans were a single plan. Plans may be aggregated in
order to satisfy Section 401(m) of the Code only if
they have the same Plan Year.

(v) ALLOCATION OF AMOUNTS TO PLAN YEARS. For purposes of
determining the Actual Contribution Percentage test,
Employee Contributions are considered to have been
made in the Plan Year in which contributed to the
Trust. Matching Contributions and Qualified
Non-elective Contributions shall be considered made
for a Plan Year if made no later than the end of the
12-month period beginning on the day after the close
of the Plan Year.

(vi) RECORDKEEPING. The Employer shall maintain records
sufficient to demonstrate satisfaction of the Actual
Contribution Percentage test and the amount of

Qualified Non-elective Contributions or Qualified
Matching Contributions, or both, used in such test.

(vii) CODE REQUIREMENTS. The determination and treatment of
the Contribution Percentage of any Participant shall
satisfy such other requirements as may be prescribed
by the Secretary of the Treasury. In performing the
required testing hereunder, any variations in
procedures or methods permitted under the Code and
applicable Treasury Regulations may be employed.

SECTION 3.14. DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The
provisions of this Section are effective for Plan Years beginning on or after
January 1, 1997. Notwithstanding any other provision of this Plan, Excess
Aggregate Contributions, plus any income and minus any loss allocable thereto,
shall be forfeited, if forfeitable, or if not forfeitable, distributed no later
than the last day of each Plan Year to Participants to whose Accounts such
Excess Aggregate Contributions were allocated for the preceding Plan Year.
Excess Aggregate Contributions shall be treated as Annual Additions under the
Plan.

A. DETERMINATION OF INCOME OR LOSS: Excess Aggregate
Contributions shall be adjusted for any income or loss. The
Plan Administrator shall determine whether such adjustments
shall include the period from the end of the Plan Year in
which the excess arose up to the date of corrective
distribution (the "GAP PERIOD"). The income or loss allocable
to Excess Aggregate Contributions is the sum of: (i) income or
loss allocable to the Participant's Matching Account and
Qualified Matching Contribution Account (if any, and only to
the extent that amounts therein are not used in the Actual
Deferral Percentage test), and Qualified Non-elective
Contribution Account and Compensation Deferral Account if any
such amounts were used in calculating the Actual Contribution
Percentage test, for the Plan Year, multiplied by a fraction,
the numerator of which is such Participant's Excess Aggregate
Contributions for the year and the denominator of which is the
Participant's Account balance(s) attributable to Contribution
Percentage Amounts without regard to any income or loss
occurring during such Plan Year; and (ii) if the corrective
distribution is to be adjusted for income or loss during the
Gap Period, ten percent of the amount determined under (i)
multiplied by the number of whole calendar months between the
end of the Plan Year and the date of distribution, counting
the month of distribution if distribution occurs after the
15th day of such month. Alternatively, the Committee may
determine the income or loss allocable to Excess Aggregate
Contributions under any reasonable method which does not
violate the general nondiscrimination rules of Code Section
401(a)(4), is used consistently for all Participants and for
all such corrective distributions under the Plan for the Plan
Year, and is used by the Plan for allocating income to
Participants' Accounts.

B. FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS: Forfeitures of
Excess Aggregate Contributions may either be reallocated to
the Accounts of Non-highly Compensated Employees or applied to
reduce Employer contributions, as elected by the Employer.

C. ACCOUNTING FOR EXCESS AGGREGATE CONTRIBUTIONS: Excess
Aggregate Contributions shall be forfeited, if forfeitable, or
distributed on a pro-rata basis from the Participant's
Employee Contribution Account, Matching Account, and Qualified
Matching Contribution Account (and, if applicable, the
Participant's Qualified Non-elective Contribution Account or
Compensation Deferral Account, or both).

SECTION 3.15. ALTERNATIVE TO DISTRIBUTION OF EXCESS AMOUNTS. In lieu of
distributing Excess Compensation Deferrals as provided in Section 3.11 of the
Plan, or Excess Aggregate Contributions as provided in Section 3.14 of the Plan,
and to the extent elected by the Employer, with respect either to all Employers
or to all Employers within one or more QSLOBs, the Employer may make Qualified
Non-elective Contributions on behalf of Non-highly Compensated Employees that
are sufficient to satisfy either the Actual Deferral Percentage test or the
Actual Contribution Percentage test, or both, pursuant to regulations under the
Code, and in accordance with Section 3.09 of the Plan.

SECTION 3.16. TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay its
contribution for each Plan Year in one or more installments of cash without
interest. The Employer must make its contribution which Participants have
elected to defer under Section 3.04 as soon as such amounts may reasonably be
segregated from the Employer's general assets, but in no event later than 15
business days after the end of the calendar month in which such amounts were
withheld from the Participant's Compensation, or such later time as may be
permitted by regulations under ERISA and Section 401(k) of the Code. The
Employer must make the balance, if any, of its contribution to the Trustee
within the time prescribed (including extensions) for filing its tax return for
the taxable year for which it claims a deduction for its contribution, in
accordance with Code Section 404(a)(6).

SECTION 3.17. ALLOCATION OF FORFEITURES. Subject to any restoration
allocation required under Section 5.05, the Committee shall allocate and use the
amount of a Participant's benefit forfeited under the Plan to reduce its Profit
Sharing Contribution, Special Contribution and/or Matching Contribution for the
Plan Year in which the forfeiture occurs. The Committee shall continue to hold
the undistributed, nonvested portion of a terminated Participant's benefit in
his Account solely for his benefit until a forfeiture occurs at the time
specified in Section 5.03.

SECTION 3.18. ROLLOVER AND TRANSFER CONTRIBUTIONS. The Trustee is
authorized to accept on behalf of an Employee, and hold as part of the Trust
Fund, assets from another plan qualified under either Section 401(a) or 403(a)
of the Code, provided that such transfer satisfies any procedures or other
requirements established by the Committee. The Trustee shall also accept and
hold as part of the Trust Fund assets transferred from any other plan qualified
under either Section 401(a) or 403(a) of the Code in connection with a merger or
consolidation of such plan with or into the Plan pursuant to Section 13.06
hereof and as may be approved by the Committee. In addition, the Trustee shall
also accept "rollover" amounts contributed directly by or on behalf of an
Employee in accordance with procedures and rules established by the Committee in
respect of a distribution made to or on behalf of such Employee from another
plan qualified under either Code Section 401(a) or 403(a) pursuant to Section
13.06 hereof. All amounts so transferred to the Trust Fund shall be held in
segregated subaccounts and shall be referred to as "TRANSFER CONTRIBUTIONS" if
such amounts are subject to the special distribution rules described in Section
6.11 and as "ROLLOVER CONTRIBUTIONS" if not subject to such rules.

Rollover Contributions must conform to rules and procedures established
by the Committee, including rules designed to assure the Committee that the
funds so transferred qualify as a Rollover Contribution under the Code. An
Employee, prior to satisfying the Plan's eligibility conditions, may make a
Rollover Contribution to the Trust to the same extent and in the same manner as
a Participant. If an Employee makes a Rollover Contribution to the Trust prior
to satisfying the Plan's eligibility conditions, the Committee and Trustee must
treat the Employee as a Participant for all purposes of the Plan, except that
the Employee is not a Participant for purposes of making Compensation Deferral
Contributions or sharing in Employer contributions or Participant forfeitures
under the Plan until he actually becomes a Participant in the Plan. If the
Employee has a Separation from Service prior to

becoming a Participant, the Trustee will distribute his Rollover Contribution
Account to him as if it were an Employer contribution Account.

SECTION 3.19. RETURN OF CONTRIBUTIONS. All contributions to the Plan
are conditioned upon their deductibility under the Code. The Trustee, upon
written request from the Employer, shall return to the Employer the amount of
the Employer's contribution made by the Employer by mistake of fact or the
amount of the Employer's contribution disallowed as a deduction under Code
Section 404. The Trustee shall not return any portion of the Employer's
contribution under this provision more than one year after.

A. The Employer made the contribution by mistake of fact; or

B. The disallowance of the contribution as a deduction, and then,
only to the extent of the disallowance.

The Trustee shall not increase the amount of the Employer contribution
returnable under this Section 3.19 for any earnings attributable to the
contribution, but the Trustee shall decrease the Employer contribution
returnable for any losses attributable to it. The Trustee may require the
Employer to furnish it whatever evidence the Trustee deems necessary to enable
the Trustee to confirm the amount the Employer has requested be returned is
properly returnable under ERISA.

ARTICLE IV

LIMITATIONS ON ALLOCATIONS TO PARTICIPANTS' ACCOUNTS

SECTION 4.01. DEFINITIONS. For purposes of this Article IV, the
following definitions and rules of interpretation shall apply:

A. "ANNUAL ADDITIONS" are the sum of the following amounts
credited to a Participant's Account for any Limitation Year:

(i) Compensation Deferral Contributions, Matching
Contributions, and Qualified Matching Contributions;

(ii) Profit Sharing Contributions, Special Contributions
and Qualified Non-elective Contributions, if any;

(iii) Forfeitures, if any; and

(iv) Excess amounts reapplied to reduce Employer
contributions under Section 4.02.

Except to the extent provided in Treasury Regulations, Annual
Additions include any excess contributions described in Code
Section 401(k), excess aggregate contributions described in
Code Section 401(m), and excess deferrals described in Code
Section 402(g), irrespective of whether the Plan distributes
or forfeits such excess amounts. Annual Additions also include
amounts allocated to an individual medical account (as defined
in Code Section 415(l)(2)) included as part of a pension or
annuity plan maintained by the Employer. Furthermore, Annual
Additions include contributions attributable to
post-retirement medical benefits allocated to the separate
account of a Key Employee (as defined in Code Section
419(A)(d)(3)) under a welfare benefit fund (Code Section
419(e)) maintained by the Employer.

B. "COMPANY." Any corporation that is a member of a controlled
group of corporations (as defined in Section 414(b) of the
Code as modified by Section 415(h)) that includes Cardinal
Health, Inc., or any trades or businesses (whether or not
incorporated) that are under common control (as defined in
Section 414(c) of the Code as modified by Section 415(h)) with
Cardinal Health, Inc., or a member of an affiliated service
group (as defined in Code Section 414(m)) that includes
Cardinal Health, Inc., or any other entity required to be
aggregated with Cardinal Health, Inc., pursuant to regulations
under Section 414(o) of the Code.

C. "COMPENSATION." With respect to the Limitation Year means
Compensation as defined in Section 1.08 disregarding any
exclusions from Compensation, other than the exclusions
described in subparagraphs (i), (ii), (iii), and (iv) of
Section 1.08A. For purposes of applying the limitations of
this Article IV, Compensation for a Limitation Year is the
Compensation actually paid or includible in gross income
during such Limitation Year. Effective for Plan Years
beginning on or after January 1, 1998, Compensation includes
any elective deferrals (as defined in Code Section 402(g)(3))
and any amounts contributed or deferred at the Employee's
election and which are not includible in the gross income of
the Employee by reason of Code Section 125 or Code Section
457.

D. "DEFINED BENEFIT PLAN." A retirement plan that does not
provide for individual accounts for Employer contributions.
The Committee shall treat all Defined Benefit Plans (whether
or not terminated) maintained by the Employer as a single
plan.

E. "DEFINED CONTRIBUTION PLAN." A retirement plan that provides
for an individual account for each participant and for
benefits based solely on the amount contributed to the
participant's account, and any income, expenses, gains and
losses, and any forfeitures of accounts of other participants
that the Committee may allocate to such Participant's account.
The Committee shall treat as a Defined Contribution Plan an
individual medical account (as defined in Code Section
415(l)(2)) included as part of a Defined Benefit Plan
maintained by the Employer and a welfare benefit fund under
Code Section 419(e) maintained by the Employer to the extent
there are post-retirement medical benefits allocated to the
separate account of a key employee (as defined in Code Section
419A(d)(3)). The Committee shall treat all Defined
Contribution Plans (whether or not terminated) maintained by
the Employer as a single plan.

F. "LIMITATION YEAR." The Plan Year.

G. "MAXIMUM PERMISSIBLE AMOUNT." For a Limitation Year, the
maximum permissible amount with respect to any Participant
shall be the lesser of:

(i) $30,000 (as adjusted in accordance with Code Section
415(d)), or

(ii) 25% of the Participant's Compensation for the
Limitation Year.

If there is a short Limitation Year because of a change in
Limitation Year, the Committee will multiply the $30,000
limitation (or larger limitation) by the following fraction:

NUMBER OF MONTHS IN THE SHORT LIMITATION YEAR
12.

H. "PROJECTED ANNUAL BENEFIT." The annual retirement benefit
(adjusted to an actuarially equivalent straight life annuity
if the plan expresses such benefit in a form other than a
straight life annuity or qualified joint and survivor annuity)
to which a Participant would be entitled under a Defined
Benefit Plan on the assumptions that he continues employment
until the normal retirement age (or current age, if that is
later) thereunder, that his Compensation continues at the same
rate as in effect for the Limitation Year under consideration
until such age, and that all other relevant factors used to
determine benefits under the Defined Benefit Plan remain
constant as of the current Limitation Year for all future
Limitation Years.

I. REQUIRED PLAN AGGREGATION. For purposes of applying the
limitations of Code Section 415(b), (c) and (e) applicable to
a Participant for a particular Limitation Year, all qualified
Defined Benefit Plans (without regard to whether a plan has
been terminated) ever maintained by the Company will be
treated as one Defined Benefit Plan and all qualified Defined
Contribution Plans (without regard to whether a plan has been
terminated) ever maintained by the Company will be treated as
part of this Plan.

SECTION 4.02. ANNUAL ADDITION LIMITATIONS. The amount of the Annual
Addition that may be credited under this Plan to any Participant's Account as of
any allocation date shall not exceed the Maximum Permissible Amount reduced by
the sum of any credits of Annual Additions made to the Participant's Account
under all Defined Contribution Plans as of any preceding allocation date within
the Limitation Year.

If an allocation date of this Plan coincides with an allocation date of
any other qualified Defined Contribution Plan maintained by the Company, the
amount of the Annual Additions that may be credited under this Plan to any
Participant's Account as of such date shall be an amount equal to the product of
the amount to be credited under this Plan without regard to this Article IV
multiplied by the lesser of one or a fraction, the numerator of which is the
amount described in this Section 4.02 during the Limitation Year and the
denominator of which is the amount that would otherwise be credited on this
allocation date under all Defined Contribution Plans without regard to this
Article IV.

If contributions to this Plan on behalf of a Participant are to be
reduced prior to their contribution to the Plan as a result of this Article IV,
such reduction shall be effected by first reducing the amount of any
Compensation Deferral Contributions (along with any corresponding Matching
Contributions) on behalf of such Participant, and then, if necessary, by
reducing the Profit Sharing Contributions and/or Special Contributions that
would otherwise have been allocated to a Participant's Account. If, as a result
of either (a) the allocation of forfeitures, or (b) a reasonable error in
estimating a Participant's Compensation, or (c) under the limited facts and
circumstances which the Commissioner of Internal Revenue finds justify the
availability of the rules set forth in subsections A-D of this Section 4.02, the
allocation of Annual Additions under the terms of the Plan for a particular
Participant would cause the limitations of Code Section 415 applicable to that
Participant for the Limitation Year to be exceeded, the excess amounts shall not
be deemed to be Annual Additions in that Limitation Year if they are treated as
follows:

A. The excess amounts in the Participant's Account consisting of
Compensation Deferral Contributions and any gains attributable
thereto shall be paid to the Participant as soon as
administratively feasible. Any amount so distributed shall be
disregarded for purposes of complying with the requirements of
Code Section 402(g), the Actual Deferral Percentage test of
Code Section 401(k)(3) and the Actual Contribution Percentage
test of Code Section 401(m)(2).

B. The excess amounts in the Participant's Account consisting of
Profit Sharing Contributions, Special Contributions or
Matching Contributions shall be used to reduce Profit Sharing
Contributions, Special Contributions or Matching Contributions
respectively for the next Limitation Year (and succeeding
Limitation Years, as necessary) for that Participant if that
Participant is covered by the Plan as of the end of the
Limitation Year. However, if that Participant is not covered
by the Plan as of the end of the Limitation Year, then the
excess amounts must be held unallocated in a suspense account
for the Limitation Year and allocated and reallocated in the
next Limitation Year to all of the remaining Participants in
the Plan. If a suspense account is in existence at any time
during a particular Limitation Year, other than the first
Limitation Year described in the preceding sentence, all
amounts in the suspense account must be allocated and
reallocated to Participants' Accounts (subject to the
limitations of Code Section 415) before any contributions that
would constitute Annual Additions may be made to the Plan for
that Limitation Year. Furthermore, the excess amounts must be
used to reduce Profit Sharing Contributions, Special
Contributions, and Matching Contributions for the next
Limitation Year (and succeeding Limitation Years, as

necessary) for all of the remaining Participants in the Plan.
For purposes of this subdivision, except as provided in
Section 4.02A, excess amounts may not be distributed to
Participants or Former Participants.

C. In the event of termination of the Plan, the suspense account
described in subsection B, above, shall revert to the Company
to the extent it may not then be allocated to any
Participant's Account.

D. Notwithstanding any other provisions in this Article IV, the
Company shall not contribute any amount that would cause an
allocation to the suspense account as of the date the
contribution is allocated. If the contribution is made prior
to the date as of which it is to be allocated, then such
contribution shall not exceed an amount that would cause an
allocation to the suspense account if the date of contribution
were an allocation date.

E. If a Participant's Annual Additions would result in an excess
amount for a Limitation Year, the excess amount will be deemed
to consist of the Annual Additions last allocated except that
Annual Additions attributable to a welfare benefit fund will
be deemed to have been allocated first regardless of the
actual allocation date.

SECTION 4.03. OVERALL LIMITATIONS. This Section applies only to
Limitation Years beginning before January 1, 2000. If the Participant presently
participates, or has ever participated, under a Defined Benefit Plan maintained
by the Employer, then the sum of the Defined Benefit Plan Fraction and the
Defined Contribution Plan Fraction for the Participant for that Limitation Year
shall not exceed 1.0. If in any Limitation Year the sum of the Defined Benefit
Plan Fraction and the Defined Contribution Plan Fraction on behalf of a
Participant exceeds 1.0, then the Employer shall reduce the Participant's Annual
Addition under this Plan to the extent necessary to prevent the sum of the
Defined Contribution Plan Fraction and the Defined Benefit Plan Fraction from
exceeding 1.0.

A. "DEFINED BENEFIT PLAN FRACTION" means:

Projected Annual Benefit of the Participant under
all Defined Benefit Plan(s) maintained by the Company

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The lesser of (i) 125% of the dollar limitation in effect
under Code Section 415(b)(1)(A) and (d) for the Limitation
Year, or (ii) 140% of the Participant's average Compensation
for the three consecutive years of Service
during which Compensation is highest, including
any adjustment under Section 415(b) of the Code.

If the Employee was a Participant as of the first day of the
first Limitation Year beginning after December 31, 1986, in
one or more Defined Benefit Plans maintained by the Employer
that were in existence on May 6, 1986, the denominator of this
fraction will not be less than 125% of the sum of the annual
benefits under such plans that the Employee had accrued as of
the end of 1986 Limitation Year (the last Limitation Year
beginning before January 1, 1987), disregarding any changes in
the terms and conditions of the Plan after May 5, 1986. The
preceding sentence only applies if the Defined

Benefit Plans individually and in the aggregate satisfied the
requirements of Code Section 415 for all Limitation Years
beginning before January 1, 1987.

B. "DEFINED CONTRIBUTION PLAN FRACTION" means:

the sum of the Annual Additions to the Participant's
Account under all Defined Contribution Plan(s)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the sum of the lesser of the following amounts determined
for the Limitation Year and for each prior year of
Service with the Employer: (i) 125% of the
dollar limitation determined under Code Section
415(b) and (d) in effect under Code Section
415(c)(1)(A) for the Limitation Year (determined
without regard to the special dollar limitations
for employee stock ownership plans), or
(ii) 35% of the Participant's Compensation for
the Limitation Year.

If the Employee was a Participant as of the end of the first
day of the first Limitation Year beginning after December 31,
1986 in one or more Defined Contribution Plans maintained by
the Employer that were in existence on May 6, 1986, the
Committee will redetermine the Defined Contribution Plan
Fraction and the Defined Benefit Plan Fraction, as of the end
of the 1986 Limitation Year (the last Limitation Year
beginning before January 1, 1987), under this Section 4.03,
disregarding any changes in the terms and conditions of the
plan after May 5, 1986, but using the Section 415 limitations
applicable to the first Limitation Year beginning on or after
January 1, 1987. If the sum of the redetermined fractions (the
Defined Contribution Fraction and the Defined Benefit
Fraction) exceeds 1.0, the Committee will subtract permanently
from the numerator of this fraction an amount equal to the
product of (i) the excess of the sum of the fractions over
1.0, times (ii) the denominator of this fraction. The
Committee also may use any transitional rules provided by law
that are applicable in computing the Participant's Defined
Contribution Plan Fraction.

The Committee will make a similar adjustment to the numerator
of this fraction if the sum of the fractions exceeds 1.0, as
of the end of the 1986 Limitation Year (the last Limitation
Year beginning before January 1, 1987), because (a) the Plan
is Top Heavy in the first Plan Year beginning after December
31, 1986, and the Committee must apply Section 11.04, or (b)
the terms of one or more May 6, 1986, plans required Annual
Additions or accruals during the 1986 Limitation Year in
excess of the Code Section 415 limitations as amended by the
Tax Equity and Fiscal Responsibility Act of 1982.

SECTION 4.04. FURTHER REDUCTIONS OF CONTRIBUTIONS. In addition to the
reductions and recharacterizations provided for under Article III, in any Plan
Year in which the Committee deems it necessary to do so to meet the requirements
of Article IV or the Code and the Treasury Regulations thereunder, the Committee
may further reduce the amount of Compensation Deferral Contributions that may be
made to a Participant's Account.

ARTICLE V

TERMINATION OF SERVICE; PARTICIPANT VESTING

SECTION 5.01. VESTING.

A. VESTING - IN GENERAL. A Participant's interest in his
Compensation Deferral Account, Rollover Account, Transfer
Account, and his Qualified Matching Contribution Account or
Qualified Non-elective Contribution Account, if any, shall at
all times be fully vested and Nonforfeitable. A Participant's
interest in his Profit Sharing Account, Special Contribution
Account and Matching Account shall be fully vested and
Nonforfeitable upon and after his attaining Normal Retirement
Age (if employed by the Employer on or after that date), or if
his employment terminates as a result of death or Disability.
If a Participant's employment terminates prior to Normal
Retirement Age for any reason other than death or Disability,
then for each Year of Service, he shall receive a
Nonforfeitable percentage of his Profit Sharing Account,
Special Contribution Account and Matching Account (forfeiting
the balance) equal to the following:

Profit Sharing, Special
Contribution and
Matching Accounts
Years of Service Percent Nonforfeitable
---------------- -----------------------

Less than three (3) 0%
At least three (3) but less than four (4) 20%
At least four (4) but less than five (5) 40%
At least five (5) but less than six (6) 60%
At least six (6) but less than seven (7) 80%
At least seven (7) or more 100%

B. VESTING - SPECIAL FIVE YEAR SCHEDULE. If (a) a Participant was
employed on or before December 31, 1996 by an Employer
participating in this Plan as of such date, and (b) such
Participant's employment terminates prior to Normal Retirement
Age for any reason other than death or Disability, then for
each Year of Service he shall receive a Nonforfeitable
percentage of his Employer Profit Sharing Account, Special
Contribution Account and Matching Account (forfeiting the
balance) equal to the following:

Profit Sharing, Special
Contribution and
Matching Accounts
Years of Service Percent NOnforfeitable
---------------- -----------------------

Less than two (2) 0%
At least two (2) but less than three (3) 25%
At least three (3) but less than four (4) 50%
At least four (4) but less than five (5) 75%
At least five (5) or more 100%

SECTION 5.02. INCLUDED YEARS OF SERVICE - VESTING. For purposes of
determining Years of Service under Section 5.01, the Plan shall take into
account all Years of Service an Employee completes except any Year of Service
after the Participant first incurs a "FORFEITURE BREAK IN SERVICE." The
Participant incurs a Forfeiture Break in Service when he incurs five consecutive
Breaks in Service. This exception excluding Years of Service after a Forfeiture
Break in Service shall apply for the sole purpose of determining the
nonforfeitable percentage of a Participant's Profit Sharing Account, Special
Contribution Account and Matching Account which accrued for his benefit prior to
the Forfeiture Break in Service. For Part-time Employees, a Year of Service for
vesting purposes shall be earned for each Plan Year during which such Part-time
Employee earns a Year of Service.

SECTION 5.03. FORFEITURE OCCURS. A Participant's forfeiture, if any, of
his Profit Sharing Account, Special Contribution Account and Matching Account
shall occur under the Plan:

A. As of the Accounting Date of the Plan Year in which the
Participant first incurs a Forfeiture Break in Service, or, if
earlier and if applicable,

B. On the date the Participant receives (or is deemed to receive)
a "Cash-out Distribution," as defined in Section 5.04, of the
Nonforfeitable percentage of his Profit Sharing Account,
Special Contribution Account and Matching Account as a result
of his termination of participation in the Plan in accordance
with Section 5.04 below.

The Committee shall determine the percentage of a Participant's Profit
Sharing Account, Special Contribution Account and Matching Account forfeiture,
if any, under this Section 5.03 solely by reference to the vesting schedule of
Section 5.01. A Participant shall not forfeit any portion of his Profit Sharing
Account, Special Contribution Account or Matching Account for any other reason
or cause except as expressly provided by this Section 5.03.

SECTION 5.04. CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS.
If, pursuant to Article VI, a partially-vested Participant receives a "CASH-OUT
DISTRIBUTION" before he incurs a Forfeiture Break in Service, the Cash-out
Distribution will result in an immediate forfeiture of the nonvested portion of
the Participant's Account Balance derived from Employer contributions. A
partially-vested Participant is a Participant whose Nonforfeitable Percentage
determined under Section 5.01 is less than 100%. A Cash-out Distribution is a
distribution of the entire present value of the Participant's Nonforfeitable
Account Balance.

A "deemed" Cash-out Distribution rule applies to a 0% vested
Participant. A 0% vested Participant is a Participant whose Account Balance is
entirely forfeitable at the time of his Separation from Service. If the
Participant's Account is not entitled to an allocation of Employer contributions
or Participant forfeitures for the Plan Year in which he has a Separation from
Service, the Committee will apply the deemed Cash-out Distribution rule as if
the 0% vested Participant received a Cash-out Distribution on the date of the
Participant's Separation from Service. If the Participant's Account is entitled
to an allocation of Employer contributions or Participant forfeitures for the
Plan Year in which he has a Separation from Service, the Committee will apply
the deemed Cash-out Distribution rule as if the 0% vested Participant received a
Cash-out Distribution on the first day of the first Plan Year beginning after
his Separation from Service. For purposes of applying the restoration provisions
of Section 5.05, the Committee will treat the 0% vested Participant as repaying
his Cash-out Distribution on the first date of his re-employment with the
Employer.

SECTION 5.05. RESTORATION OF FORFEITED PORTION OF ACCOUNT. A
Participant who is re-employed after receiving a Cash-out Distribution (or
deemed Cash-out Distribution) of the Nonforfeitable percentage of his Account
shall have the right to repay the Trustee in cash the entire amount of the
Cash-out Distribution he received, if the Committee must restore his Account
under the requirements of this Section 5.05.

A. RESTORATION AND CONDITIONS UPON RESTORATION. Subject to the
conditions of this subsection, if the Participant makes the
Cash-out Distribution repayment, the Committee shall restore
his Account attributable to Employer contributions to the same
dollar amount as the dollar amount of such portion of his
Account on the Accounting Date, or other Valuation Date,
immediately preceding the date of the Cash-out Distribution
(or deemed Cash-out Distribution), unadjusted for any gains or
losses occurring subsequent to that Accounting Date, or other
Valuation Date. Notwithstanding such repayment, the Committee
shall not restore a re-employed Participant's Account under
the immediately preceding sentence if:

(i) The Participant's Account was 100% Nonforfeitable at
the time of the Cash-out Distribution; or

(ii) The Participant incurred a Forfeiture Break in
Service. This condition shall apply only if repayment
is not made before the earlier of five years after
the first date on which the Participant is
re-employed by the Employer, or the close of the
first period of five consecutive Breaks in Service
commencing after the Cash-out Distribution.

B. TIME AND METHOD OF RESTORATION. If neither of the two
conditions preventing restoration of the Participant's Account
applies, the Committee shall restore the Participant's Account
as of the Plan Year Accounting Date coincident with or
immediately following

the repayment. To restore the Participant's Account, the
Committee, to the extent necessary, shall allocate to the
Participant's Account:

(i) First, the amount, if any, of Participant forfeitures
the Committee would otherwise allocate under Section
3.17; and

(ii) Second, the Employer contribution for the Plan Year
to the extent made under a discretionary formula.

To the extent the amount(s) available for restoration for a
particular Plan Year are insufficient to enable the Committee
to make the required restoration, the Employer shall
contribute, without regard to any requirement or condition of
Section 3.03, such additional amount as is necessary to enable
the Committee to make the required restoration. If, for a
particular Plan Year, the Committee must restore the Account
of more than one re-employed Participant, then the Committee
shall make the restoration allocation(s) to each such
Participant's Account in the same proportion that a
Participant's restored amount for the Plan Year bears to the
restored amount for the Plan Year of all re-employed
Participants. The Committee shall not take into account the
allocation(s) under this Section 5.05 in applying the
limitation on allocations under Article IV.

C. SEGREGATED ACCOUNT FOR REPAID AMOUNT. Until the Committee
restores the Participant's Account, the Trustee shall, at the
direction of the Company or the Committee, invest the amount
the Participant has repaid in a segregated Account maintained
solely for that Participant. The Trustee shall invest the
amount in the Participant's segregated Account in federally
insured interest-bearing savings account(s), time deposit(s),
or similar investments, including a money market or similar
fund currently offered as an investment option under the
Trust. Until commingled with the balance of the Trust Fund on
the date the Committee restores the Participant's Account, the
Participant's segregated Account shall remain a part of the
Trust, but it alone shall share in any income it earns and it
alone shall bear any expense or loss it incurs. The Company or
the Committee shall direct the Trustee to repay to the
Participant, as soon as is administratively practicable, the
full amount of the Participant's segregated Account, if the
Committee determines that one or more of the conditions of
subsection A of this Section 5.05 prevents restoration as of
the applicable Accounting Date, notwithstanding the
Participant's repayment.

SECTION 5.06. TRANSFER BETWEEN CLASSES OF EMPLOYEES. For purposes of
vesting, in the case of an Employee who transfers from a Part-time Employee
classification to a class of Employees whose Service is determined on an elapsed
time basis, the Employee shall receive credit for a Period of Service consisting
of (a) a number of years equal to the number of Years of Service credited to the
Employee before the Plan Year during which the transfer occurs, and (b) the
greater of (i) the Period of Service that would be credited to the Employee
under the elapsed time method for his Service during the entire Plan Year in
which the transfer occurs or (ii) the Service taken into account under the hours
counting method as of the date of the transfer. In addition, the Employee shall
receive credit for Service subsequent to the transfer commencing on the day
after the last day of the Plan Year in which the transfer occurs.

In the case of an Employee who transfers from a class of Employees
whose Service is determined on an elapsed time basis to a Part-time Employee
classification, the Employee shall receive credit, as of the date of transfer,
for a number of Years of Service equal to the number of one-year Periods of
Service credited to the Employee as of the date of transfer, and the

Employee shall receive credit, in the Plan Year which includes the date of the
transfer, for a number of Hours of Service determined by applying the
equivalency set forth in Labor Reg. Section 2530.200b-3(e)(1)(i) (which credits
ten Hours of Service) to any fractional part of a year credited to the Employee
under this Section as of the date of the transfer. Such equivalency shall apply
to all similarly situated Employees.

ARTICLE VI

TIME AND METHOD OF PAYMENT OF BENEFITS

SECTION 6.01. RETIREMENT. Upon termination of a Participant's
employment for any reason after attaining Normal Retirement Age, the Company or
the Committee shall direct the Trustee to commence payment of the Participant's
Account to him (or to his Beneficiary if the Participant is deceased), in
accordance with the provisions of this Article VI, as soon as administratively
practicable but not later than 60 days after the close of the Plan Year in which
the Participant's employment terminates. The form of payment shall be the same
as for other Separation from Service distributions, as set forth in Section 6.02
and Sections 6.04, 6.05 and 6.06. A Participant who remains in the employ of the
Employer after attaining Normal Retirement Age shall continue to participate in
Employer contributions.

SECTION 6.02. DISTRIBUTION UPON SEPARATION FROM SERVICE PRIOR TO NORMAL
RETIREMENT AGE. Upon a Participant's Separation from Service prior to attaining
Normal Retirement Age (for any reason other than death), the Committee, subject
to the requirements of this Section 6.02, shall direct the Trustee to commence
payment to the Participant of the value of his Nonforfeitable Account Balance as
provided in this Section 6.02. The following rules and definitions shall apply
to any such distribution:

A. "CASH-OUT DISTRIBUTION." A Cash-out Distribution is a lump sum
distribution of the Participant's Nonforfeitable Account
Balance.

B. CONSENT. The Participant must consent in writing to the
Committee's direction to the Trustee to make a distribution to
the Participant and to the form of the distribution if: (i)
the Participant's Nonforfeitable Account Balance on the date
the distribution commences exceeds $5,000 ($3,500 for Plan
Years beginning before August 6, 1997), and (ii) the Committee
directs the Trustee to make a distribution to the Participant
prior to his attaining the later of Normal Retirement Age or
age 62. Furthermore, the Participant's spouse must consent in
writing to the distribution if: (i) the Committee must obtain
the Participant's consent; and (ii) the qualified joint and
survivor annuity provisions of Code Section 401(a)(11) apply
to the distribution.

The consent of the Participant, and the Participant's spouse,
if applicable, shall be obtained in writing within the 90-day
period ending on the "ANNUITY STARTING DATE." The Annuity
Starting Date is the first day of the first period for which
an amount is paid as an annuity or in any other form. The Plan
Administrator shall notify the Participant and the
Participant's spouse of the right to defer any distribution
until the Participant's Nonforfeitable Account Balance is no
longer immediately distributable. Such notification shall
include a general description of the material features, and an
explanation of the relative values of, the optional forms of
benefit available under the Plan in a manner that would
satisfy the notice requirements of Code Section 417(a)(3), and
shall be provided no less than 30 days and no more than 90
days prior to the Annuity Starting Date. However, if the
Participant, after having received this notice, affirmatively
elects a distribution, such distribution may commence less
than 30 days after the notice was provided.

Notwithstanding the foregoing, only the Participant need
consent to the commencement of a distribution in the form of a
qualified joint and survivor annuity while the Account

balance is immediately distributable. (Furthermore, if payment
in the form of a qualified joint and survivor annuity is not
required with respect to the Participant pursuant to Code
Section 417, only the Participant need consent to the
distribution of an Account balance that is immediately
distributable.) Neither the consent of the Participant nor the
Participant's spouse shall be required to the extent that a
distribution is required to satisfy Section 401(a)(9) or
Section 415 of the Code. An Account balance is immediately
distributable if any part of the Account balance could be
distributed to the Participant (or the surviving spouse)
before the Participant attains, or would have attained if not
deceased, the later of Normal Retirement Age or age 62.

C. TIME OF DISTRIBUTION OF ACCOUNT BALANCE. Upon Separation from
Service, other than for death, before Normal Retirement Age,
the Trustee shall, subject to the foregoing consent
requirements, distribute the Participant's Account balance as
follows:

(i) If the Participant's Nonforfeitable Account Balance
on the date the distribution commences is $5,000 or
less ($3,500 or less for Plan Years beginning before
August 6, 1997), the Trustee shall pay such
Nonforfeitable Account Balance to the Participant in
the form of a single, lump sum Cash-out Distribution
as soon as administratively practicable after the
Participant's Separation from Service.

(ii) If the Participant's Nonforfeitable Account Balance
on the date the distribution commences is greater
than $5,000 ($3,500 for Plan Years beginning before
August 6, 1997), the Trustee shall pay such
Nonforfeitable Account Balance in the form of a
qualified joint and survivor annuity in accordance
with Section 6.04, unless the Participant makes a
valid waiver election under Section 6.05 and elects
an alternative form of distribution. The distribution
shall be made as soon as administratively practicable
after the close of the Plan Year within which the
Participant's Separation from Service occurred,
unless the Participant (and his spouse, if
applicable) do not consent to such immediate
distribution. Notwithstanding the foregoing,
distributions in the form of a qualified joint and
survivor annuity shall not apply to any Employee who
becomes a Participant on or after July 1, 1998.
Distributions in the form of a qualified joint and
survivor annuity shall also not apply to (a) those
Participants who previously participated in a Merging
Plan, other than the Packaging Coordinators, Inc.
Money Purchase Pension Plan or the Packaging
Coordinators, Inc. Profit Sharing Plan, and whose
Account under such plan was merged into the Plan
effective July 1, 1998, and (b) certain other
individuals as may be identified on an Appendix
hereto.

D. DEFERRAL OF DISTRIBUTION OF ACCOUNT BALANCE UNTIL NORMAL
RETIREMENT AGE. If the Participant (and, if applicable, the
Participant's spouse) does not file his written consent (if
required) with the Trustee within the reasonable period of
time stated in the consent form, the Trustee shall continue to
hold the Participant's Account in trust until the close of the
Plan Year in which the Participant attains Normal Retirement
Age. At that time, the Trustee shall commence payment of the
Participant's Nonforfeitable value of his Account in
accordance with the provisions of this Article VI; provided,
however, if the Participant dies after terminating employment
but prior to attaining Normal Retirement Age, the Committee,
upon notice of the death, shall direct the Trustee to commence
payment of the Participant's Nonforfeitable value of his
Account to his Beneficiary in accordance with the provisions
of Section 6.08.

A Participant who has elected to delay receiving a
distribution of his Account may elect to receive a
distribution of his Nonforfeitable Account Balance as soon as
administratively practicable following any subsequent
Valuation Date by properly completing the appropriate
distribution election forms or procedures. If no such election
is made, the Participant's Nonforfeitable Account Balance
shall be paid as provided in Section 6.01.

SECTION 6.03. OTHER RULES GOVERNING THE TIME OF PAYMENT OF BENEFITS.

A. MINIMUM LEGAL DISTRIBUTION REQUIREMENTS. Unless the
Participant elects otherwise in writing, the Company or the
Committee shall direct the Trustee to commence distribution of
a Participant's Nonforfeitable Account Balance not later than
60 days after the close of the Plan Year in which the later of
the following events occurs:

(i) The date the Participant attains Normal Retirement
Age; or

(ii) The date the Participant dies, becomes disabled, or
otherwise terminates Service (employment) with the
Employer.

In no event shall the Company or the Committee direct the
Trustee to commence distribution, nor shall the Participant
elect to have distribution commence, later than the "Required
Beginning Date," as defined below. Furthermore, once
distributions have begun to a "Five-percent Owner" under this
Section, they must continue to be distributed, even if the
Participant ceases to be a Five-percent Owner in a subsequent
year.

B. "REQUIRED BEGINNING DATE." For purposes of this Article VI,
for any Participant who is not a Five-percent Owner (as
defined in Code Section 416(i)), the Required Beginning Date
is the April 1 of the calendar year following the later of the
calendar year in which the Participant attains age 70 1/2, or
the calendar year in which the Participant retires. For any
Participant who is at least a Five-percent Owner (as defined
in Code Section 416(i)), the Required Beginning Date is the
April 1 immediately following the calendar year in which the
Participant attains age 70 1/2, regardless of whether the
Participant has retired.

C. In no event shall the Committee direct the Trustee to commence
payment later than the time prescribed by this Article VI or
in a form not permitted under Article VI. The Committee shall
make its determinations under this Article VI in a
nondiscriminatory, consistent and uniform manner. If the
Committee directs the Trustee to commence payment to the
Participant under this Article VI, it shall provide the
Participant (and, if applicable, the Participant's spouse)
with the appropriate form to consent to the distribution
direction, if required.

SECTION 6.04. METHOD OF PAYMENT OF BENEFITS UPON NORMAL RETIREMENT OR
SEPARATION FROM SERVICE (OTHER THAN DUE TO DEATH) - ANNUITY DISTRIBUTIONS TO
CERTAIN PARTICIPANTS. The provisions of this Section and Section 6.05 shall
apply only to those Employees who participated in the Plan, the Packaging
Coordinators, Inc. Money Purchase Pension Plan or the Packaging Coordinators,
Inc. Profit Sharing Plan prior to July 1, 1998, and to certain other individuals
as may be identified on an Appendix hereto. The Company or the Committee shall
direct the Trustee to distribute the Nonforfeitable Account Balance of a
Participant to whom this Section applies in the form of a "QUALIFIED JOINT AND
SURVIVOR ANNUITY," unless the Participant makes a valid waiver election
(described in Section 6.05) within the 90-day period ending on the "ANNUITY
STARTING DATE." The Annuity Starting Date means the first day of the first
period for which an amount is payable as an annuity or, in the case of a benefit
not payable in the form of an annuity, the first day on which all events have
occurred that entitle the Participant to such benefit. A Qualified Joint and
Survivor Annuity is an immediate annuity that is purchasable from a commercial
insurer with the Participant's Nonforfeitable Account Balance and which is
payable for the life of the Participant with, if the Participant is married on
the Annuity Starting Date, a survivor annuity for the life of the Participant's
surviving spouse equal to 50% of the amount of the annuity payable during the
joint lives of the Participant and his spouse. The Company or the Committee
shall direct the Trustee to pay the Participant's Nonforfeitable Account Balance
in a lump sum, in lieu of a Qualified Joint and Survivor Annuity, if the
Participant's Nonforfeitable Account Balance at the time distribution commences
is not greater than $5,000 ($3,500 for Plan Years beginning before August 6,
1997).

If the Participant has in effect a valid waiver election regarding the
Qualified Joint and Survivor Annuity, the Company or the Committee shall direct
the Trustee to distribute the Participant's Nonforfeitable Account Balance in
accordance with Section 6.06. For purposes of applying this Article VI, the
Committee shall treat a former spouse as the Participant's spouse or surviving
spouse to the extent provided under a qualified domestic relations order (as
defined in Code Section 414(p)).

SECTION 6.05. WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY.
With respect only to those Employees subject to Section 6.04, the Committee
shall, no less than 30 days (or seven days, if the 30-day period is waived by
the Participant and the Participant's spouse, if applicable), nor more than 90
days before the Participant's Annuity Starting Date, provide the Participant a
written explanation of the terms and conditions of the Qualified Joint and
Survivor Annuity, the Participant's right to make, and the effect of, an
election to waive the Qualified Joint and Survivor Annuity form of benefit, the
rights of the Participant's spouse regarding the waiver election, and the
Participant's right to make, and the effect of, a revocation of a waiver
election.

A married Participant's waiver election is not valid unless:

A. The Participant's spouse (to whom the survivor annuity is
payable under the Qualified Joint and Survivor Annuity) has
consented in writing to the waiver election, the spouse's
consent acknowledges the effect of the election, and a notary
public or a member of the Committee (or its representative)
witnesses the spouse's consent; and

B. If the spouse is not the Participant's sole primary
Beneficiary, the spouse consents to the Participant's
Beneficiary designation or to any change in the Participant's
Beneficiary designation, or the spouse expressly permits
designations by the Participant without any further spousal
consent.

A Participant's waiver of the Qualified Joint and Survivor Annuity form
of benefit shall not be effective unless the election designates a form of
benefit payment that may not be changed without spousal consent (or the spouse
expressly permits designations by the Participant without any further spousal
consent). Any consent by a spouse obtained under this provision or establishment
that the consent of a spouse may not be obtained shall be effective only with
respect to such spouse. A consent that permits designations by the Participant
without any requirement of further consent by such spouse must acknowledge that
the spouse has the right to limit consent to a specific beneficiary, and a
specific form of benefit where applicable, and that the spouse voluntarily
elects to relinquish either or both of such rights. A revocation of a prior
waiver may be made by a Participant without the consent of the spouse at any
time before the commencement of benefits. The number of revocations shall not be
limited. No consent obtained under this provision shall be valid unless the
Participant has received notice as provided in this Section 6.05. The spouse's
consent to a waiver of the Qualified Joint and Survivor Annuity is irrevocable
unless the Participant revokes the waiver election.

The Committee may accept as valid a waiver election that does not
satisfy the spousal consent requirements if the Committee establishes that the
Participant does not have a spouse, the Committee is not able to locate the
Participant's spouse, or other circumstances exist under which the Secretary of
the Treasury will excuse the consent requirement.

SECTION 6.06. OPTIONAL FORMS OF BENEFIT PAYMENTS. Subject to Sections
6.04 and 6.05, if applicable, a Participant may elect to receive payment of the
Participant's Nonforfeitable Account Balance under one of the following methods:

A. By payment in a single lump sum in cash (and, where
applicable, in Shares) based upon the value of the Account on
the Valuation Date coinciding with or immediately preceding
the date the distribution is requested.

B. By payment in substantially equal monthly or quarterly
installments over a fixed, reasonable period of time, not
exceeding (i) the life expectancy of the Participant, or (ii)

the joint life and last survivor expectancy of the Participant
and an individual the Participant designates as his
Beneficiary.

To facilitate installment payments under this Section 6.06, the
Committee, in its sole discretion, may direct the Trustee to segregate all or
any part of the Participant's Account in a separate account. A segregated
account shall remain a part of the Trust, but it alone shall share in any income
it earns, and it alone shall bear any expense or loss it incurs.

SECTION 6.07. MINIMUM DISTRIBUTION REQUIREMENTS. Neither the Company
nor the Committee shall direct the Trustee to distribute the Participant's
Nonforfeitable Account Balance, nor shall the Participant elect to have the
Trustee distribute his Nonforfeitable Account Balance, under a method of payment
that, as of the Required Beginning Date, does not satisfy the minimum
distribution requirements established by Code Section 401(a)(9) and that is not
consistent with applicable Treasury Regulations thereunder. The following
minimum distribution rules shall apply on or after the Required Beginning Date:

A. If a Participant's benefit is to be distributed over (i) a
period not extending beyond the life expectancy of the
Participant or the joint life and last survivor expectancy of
the Participant and the Participant's Beneficiary, or (ii) a
period not extending beyond the life expectancy of the
Beneficiary, the amount required to be distributed for each
calendar year, beginning with distributions for the first
distribution calendar year, must at least equal the quotient
obtained by dividing the Participant's Account balance as of
the last Valuation Date preceding the distribution calendar
year by the applicable life expectancy.

B. For calendar years beginning before January 1, 1989, if the
Participant's spouse is not the Beneficiary, the method of
distribution selected must assure that at least 50% of the
present value of the amount available for distribution is paid
within the life expectancy of the Participant.

C. For calendar years beginning after December 31, 1988, the
amount to be distributed each year, beginning with
distributions for the first distribution calendar year, shall
not be less than the quotient obtained by dividing the
Participant's Account Balance as of the last Valuation Date
preceding the distribution calendar year by the lesser of (i)
the applicable life expectancy, or (ii) if the Participant's
spouse is not the Beneficiary, the applicable divisor
determined from the table set forth in Q&A-4 of Section
1.401(a)(9)-2 of proposed Treasury Regulations. Distributions
after the death of the Participant shall be distributed using
the applicable life expectancy in subsection A above as the
relevant divisor without regard to Proposed Regulations
Section 1.401(a)(9)-2.

D. The minimum distribution required for the Participant's first
distribution calendar year must be made on or before the
Participant's Required Beginning Date. The minimum
distribution for other calendar years, including the minimum
distribution for the distribution calendar year in which the
Participant's Required Beginning Date occurs, must be made on
or before December 31 of that distribution calendar year.

E. The Committee may compute the minimum distribution for a
calendar year subsequent to the first calendar year for which
the Plan requires a minimum distribution by redetermining the
applicable life expectancy. However, the Committee may not
redetermine the joint life and last survivor expectancy of the
Participant and a nonspouse

Beneficiary in a manner that takes into account any adjustment
to a life expectancy other than the Participant's life
expectancy. The Committee shall use the life expectancy
multiples under Treasury Regulations Section 1.72-9 for
purposes of applying this Section.

SECTION 6.08. DISTRIBUTIONS UPON DEATH. Upon the death of the
Participant, the Company or the Committee shall direct the Trustee to pay the
Participant's Nonforfeitable Account Balance in accordance with Code Section
401(a)(9) and this Section 6.08.

A. DISTRIBUTION BEGINNING BEFORE DEATH. If the Participant's
death occurs after the Trustee has commenced payment of the
Participant's Nonforfeitable Account Balance, the Company or
the Committee shall direct the Trustee to complete payment
over a period that does not exceed the payment period that had
commenced.

B. DISTRIBUTION BEGINNING AFTER DEATH OF EMPLOYEES WHO BECOME
PARTICIPANTS ON OR AFTER JULY 1, 1998. With respect to those
Employees who begin participating in the Plan on or after July
1, 1998, if the Participant's death occurs prior to his
Annuity Starting Date, the distribution of the Participant's
entire Nonforfeitable Account Balance shall be made to the
Participant's Beneficiary in a single lump sum payment or in
installments over no more than five years, as elected by the
Beneficiary.

The Company or the Committee shall direct the Trustee to
distribute the Participant's Nonforfeitable Account Balance to
the Participant's Beneficiary as soon as practicable after
notification of the Participant's death. However, if the
Participant's Nonforfeitable Account Balance at the time of
distribution exceeds $5,000 ($3,500 for Plan Years beginning
before August 6, 1997), neither the Company nor the Committee
shall direct the Trustee to distribute the Account to the
Participant's Beneficiary prior to the date the Participant
would have attained the later of Normal Retirement Age or age
62, without the written consent of the Beneficiary if the
Beneficiary is the Participant's surviving spouse. If the
Beneficiary is not the Participant's surviving spouse, the
Beneficiary must elect to have distribution of the entire
amount payable completed on or before the last day of the
calendar year which contains the fifth anniversary of the date
of the Participant's death.

C. DISTRIBUTION BEGINNING AFTER DEATH OF CERTAIN EMPLOYEES
PARTICIPATING PRIOR TO JULY 1, 1998. This subsection C and the
following subsections D, E and F, shall apply only to those
Employees who participated in the Plan, the Packaging
Coordinators, Inc. Money Purchase Pension Plan or the
Packaging Coordinators, Inc. Profit Sharing Plan prior to July
1, 1998, and to certain other individuals as may be identified
on an Appendix hereto. If a married Participant dies prior to
his Annuity Starting Date, the Company or the Committee shall
direct the Trustee to distribute the married Participant's
Nonforfeitable Account Balance to the Participant's surviving
spouse as a "PRERETIREMENT SURVIVOR ANNUITY," unless the
Participant has made a valid waiver election pursuant to
subsection D. An unmarried Participant's Nonforfeitable
Account Balance shall be payable to his designated
Beneficiary.

The Preretirement Survivor Annuity is an annuity payable to
the Participant's surviving spouse for life. The Participant's
Nonforfeitable Account Balance shall be applied to the
purchase of an annuity for the surviving spouse's life. The
surviving spouse may elect to have such annuity distributed
within a reasonable period after the Participant's death.

Notwithstanding the foregoing, if the Participant's
Nonforfeitable Account Balance at the time the distribution
commences is not greater than $5,000 ($3,500 for Plan Years
beginning before August 6, 1997), the Participant's
Nonforfeitable Account Balance shall be paid in a single lump
sum to the Participant's surviving spouse or other Beneficiary
in lieu of a Preretirement Survivor Annuity as soon as
administratively practicable after his death.

If the Participant is unmarried or has waived the
Preretirement Survivor Annuity in accordance with subsection
D, and dies before distribution of his Nonforfeitable Account
Balance begins, distribution of the Participant's entire
Nonforfeitable Account Balance shall be made in a single lump
sum payment in cash or in equal or nearly equal quarterly
installments over a fixed period not exceeding (i) if the
Beneficiary is the deceased Participant's surviving spouse,
the Beneficiary's remaining life expectancy at the time
installment payments begin, or (ii) if the Beneficiary is
other than the deceased Participant's surviving spouse, five
years from the Participant's death.

If the designated Beneficiary is the Participant's surviving
spouse, the date such distributions are required to begin
shall not be earlier than the later of (i) December 31 of the
calendar year immediately following the calendar year in which
the Participant died, or (ii) December 31 of the calendar year
in which the Participant would have attained age 70 1/2. If
the Beneficiary is not the Participant's surviving spouse,
distribution of the entire amount payable must be completed on
or before the last day of the calendar year which contains the
fifth anniversary of the date of the Participant's death.

A Participant may also elect the form and timing of payment of
his Nonforfeitable Account Balance to his Beneficiaries. If
the Participant has not made an election concerning the manner
of payment to his Beneficiary by the time of his death, the
Participant's surviving spouse or designated Beneficiary must
elect the method of distribution no later than the time when
distributions would be required to begin under this subsection
C. If the Participant has no surviving spouse or designated
Beneficiary, or if the designated Beneficiary does not elect a
method of distribution, distribution of the Participant's
entire Nonforfeitable Account Balance must be completed by
December 31 of the calendar year containing the fifth
anniversary of the Participant's death.

D. WAIVER ELECTION FOR MARRIED PARTICIPANTS. The Committee shall
provide a written explanation of the Preretirement Survivor
Annuity to each married Participant to whom this subsection
applies, within whichever of the following periods ends last:
(i) the period beginning on the first day of the Plan Year in
which the Participant attains age 32 and ending on the last
day of the Plan Year in which the Participant attains age 34;
(ii) a reasonable period after an Employee becomes a
Participant; (iii) a reasonable period after the joint and
survivor rules become applicable to the Participant; or (iv) a
reasonable period after a fully subsidized Preretirement
Survivor Annuity no longer satisfies the requirements for a
fully subsidized benefit. A reasonable period described in
clauses (ii), (iii) and (iv) is the period beginning one year
before and ending one year after the applicable event. If the
Participant separates from Service before attaining age 35,
clauses (i), (ii), (iii) and (iv) do not apply, and the
Committee shall provide the written explanation within the
period beginning one year before and ending one year after the
Separation from Service. The written explanation shall
describe, in a manner consistent with Treasury Regulations,
the terms and conditions of the Preretirement

Survivor Annuity in a manner which is comparable to the
explanation of the Qualified Joint and Survivor Annuity
required under Section 6.05. The Plan does not limit the
number of times the Participant may revoke a waiver of the
Preretirement Survivor Annuity or make a new waiver during the
election period.

A Participant's waiver election of the Preretirement Survivor
Annuity is not valid unless (a) the Participant makes the
waiver election no earlier than the first day of the Plan Year
in which he attains age 35, and (b) the Participant's spouse
(to whom the Preretirement Survivor Annuity is payable)
satisfies the consent requirements described in this Article
VI, except the spouse need not consent to the form of benefit
payable to the designated Beneficiary. The spouse's consent to
the waiver of the Preretirement Survivor Annuity is
irrevocable, unless the Participant revokes the waiver
election.

Notwithstanding the time of election requirement of clause (a)
above, a Participant who will not yet attain age 35 as of the
end of any current Plan Year may make a special qualified
election to waive the Preretirement Survivor Annuity for the
period beginning on the date of such election and ending on
the first day of the Plan Year in which the Participant will
attain age 35. Such election will not be valid unless the
Participant receives a written explanation of the
Preretirement Survivor Annuity in a manner which is comparable
to the explanation required under Section 6.05. Preretirement
Survivor Annuity coverage will be automatically reinstated as
of the first day of the Plan Year in which the Participant
attains age 35. Any new waiver on or after such date shall be
subject to the full requirements of this Section 6.08.

E. For purposes of this Section 6.08, any amount paid to a child
of the Participant will be treated as if it had been paid to
the surviving spouse if the amount becomes payable to the
surviving spouse when the child reaches the age of majority.

F. The Committee shall use the life expectancy multiples under
Treasury Regulation Section 1.72-9 for purposes of applying
this Section. The Committee may recalculate the life
expectancy of the Participant's surviving spouse not more
frequently than annually, but may not recalculate the life
expectancy of a nonspouse designated Beneficiary after the
Trustee commences payment to the designated Beneficiary.

SECTION 6.09. DESIGNATION OF BENEFICIARY. A Participant may, from time
to time, designate in writing a Beneficiary or Beneficiaries, contingently or
successively, to whom the Trustee shall pay his Account in the event of his
death. A Participant's Beneficiary designation shall not be valid unless the
Participant's spouse consents (in accordance with the requirements of Code
Section 417) to the Beneficiary designation. A Participant's Beneficiary
designation does not require spousal consent if the Participant's spouse is the
Participant's designated Beneficiary. The Committee shall prescribe the form for
the written designation of Beneficiary and, upon the Participant's filing the
form with the Committee, the Participant shall effectively revoke all
designations filed prior to that date by the same Participant.

SECTION 6.10. FAILURE OF BENEFICIARY DESIGNATION. If a Participant
fails to name a Beneficiary in accordance with Section 6.09, or if the
Beneficiary named by a Participant predeceases him, then the Trustee shall pay
the Participant's Account in a single lump sum to the Participant's surviving
spouse, if any, and if there is no surviving spouse, to the Participant's
estate.

If the Beneficiary survives the Participant but dies before complete
distribution of the Participant's Account, the remaining portion of the
Participant's Account shall be paid in a lump sum to any contingent
Beneficiaries named by the Participant or, if there are none, to the legal
representative of the estate of such deceased Beneficiary. The Company or the
Committee shall direct the Trustee as to the method and to whom the Trustee
shall make payment under this Section 6.10.

SECTION 6.11. SPECIAL RULES FOR TRANSFER ACCOUNTS. Notwithstanding any
provision of this Article VI to the contrary, with respect to any Participant
who has one or more Transfer Accounts consisting in whole or in part of Transfer
Contributions which, by operation of relevant law and regulation (including, but
not limited to, ERISA and the Code), must be distributed or made available under
the same terms and conditions under which amounts held thereunder were
previously held (prior to their becoming Transfer Contributions), the Committee
shall, upon the written request of the Participant (in the case of optional
forms of benefit), cause the Trustee to distribute or make available such
Transfer Contributions at such times and in such manner as may be so required.

SECTION 6.12. DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing
contained in this Plan shall prevent the Trustee, in accordance with the
direction of the Committee, from complying with the provisions of a qualified
domestic relations order (as defined in Code Section 414(p)). This Plan
specifically permits distribution to an alternate payee under a qualified
domestic relations order at any time, irrespective of whether the Participant
has attained his earliest retirement age (as defined under Code Section 414(p))
under the Plan. A distribution to an alternate payee prior to the Participant's
attainment of the earliest retirement age is available only if the order
specifies distribution at that time or permits an agreement between the Plan and
the alternate payee to authorize such an earlier distribution. In addition, if
the present value of the alternate payee's benefits under the Plan exceeds
$5,000 ($3,500 for Plan Years beginning before August 6, 1997), and the order
requires, the alternate payee must consent to any distribution occurring prior
to the Participant's attainment of the earliest retirement age. Nothing in this
Section 6.12 gives a Participant the right to receive a distribution at a time
not permitted under the Plan, nor does this Section 6.12 give the alternate
payee the right to receive a form of payment not permitted under the Plan.

The Committee shall establish reasonable procedures to determine the
qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Committee promptly shall notify the Participant and any
alternate payee named in the order, in writing, of the receipt of the order and
the Plan's procedures for determining the qualified status of the order. Within
a reasonable period of time after receiving the domestic relations order, the
Committee shall determine the qualified status of the order and shall notify the
Participant and each alternate payee, in writing, of its determination. The
Committee shall provide notice under this paragraph by mailing to the
individual's address specified in the domestic relations order, or in a manner
consistent with Labor Regulations.

If any portion of the Participant's Nonforfeitable Account Balance is
payable during the period the Committee is making its determination of the
qualified status of the domestic relations order, the Company or the Committee
shall direct the Trustee to segregate the amounts payable in a separate account
and to invest the segregated account solely in fixed income investments or to
maintain a separate bookkeeping account of said amounts. If the Committee
determines the order is a qualified domestic relations order within 18 months of
the first date on which payments were due under the terms of the order, the
Company or the Committee shall direct the Trustee to distribute the separate
account in accordance with the order. If the Committee does not make its
determination of the qualified status of the order within the above-described
18-month period, the Company or the Committee shall direct the Trustee to
distribute the segregated account in the manner the Plan would distribute it if
the order did not

exist, and shall apply the order prospectively if the Committee later determines
the order is a qualified domestic relations order.

To the extent it is not inconsistent with the provisions of the
qualified domestic relations order, the Committee may direct the Trustee to
invest any partitioned amount in a segregated subaccount or separate account and
to invest the account in the money market investment option or in other fixed
income investments. A segregated subaccount shall remain a part of the Trust,
but it alone shall share in any income it earns, and it alone shall bear any
expense or loss it incurs.

The Trustee shall make any payment or distributions required under this
Section 6.12 by separate benefit checks or other separate distribution to the
alternate payee(s).

SECTION 6.13. RE-EMPLOYMENT OF PARTICIPANTS RECEIVING PAYMENTS. In the
event that a Participant who is receiving installment payments is re-employed by
the Company, such Participant shall continue to receive payments from his
Account in accordance with the method of payment in effect prior to his
re-employment unless such method is changed. Payments shall be drawn from his
entire Account, including any contributions allocated to his Account after his
re-employment.

SECTION 6.14. FORM OF PAYMENTS. Installment payments may be made in
cash. Lump sum payments may be made in cash or in Shares, if applicable. A
Participant (or Beneficiary or personal representative, as applicable) making
application for distribution of his Account shall be entitled to elect, in a
writing submitted to the Committee on forms prescribed by it, to have all those
Shares then held in or thereafter credited to his Account distributed to him in
that form. If such an election is made, the Company or the Committee shall
thereupon cause any Plan distribution made under this Article VI to consist (in
part) of the number of Shares (excluding any fractional share interest which
shall be paid in cash) credited to the Participant's total Account, but only as
part of any lump sum distribution payable hereunder, and if all such
Participant's Shares then being held in the Trust Fund (fractional interests
excepted) are to be distributed. If a Participant or Beneficiary elects an
annuity form of distribution, a nontransferable annuity contract shall be
purchased from a commercial insurer with the Participant's Nonforfeitable
Account Balance and distributed to the Participant or Beneficiary.

SECTION 6.15. LOST PARTICIPANT OR BENEFICIARY. The Account of a
Participant shall be forfeited if the Committee, after reasonable effort, is
unable to locate the Participant or his Beneficiary to whom payment is due. The
amount of the forfeiture shall reduce the Employer's Profit Sharing
Contributions, Special Contributions and/or Matching Contributions under
Sections 3.02 and 3.06, as elected by the Employer. However, any such forfeited
Account will be reinstated and become payable if a claim is made by the
Participant or Beneficiary for such Account. The Committee shall prescribe
uniform and non-discriminatory rules for carrying out this provision.

SECTION 6.16. FACILITY OF PAYMENT. If the Committee deems any person
entitled to receive any amount under the provisions of this Plan to be incapable
of receiving or disbursing the same by reason of minority, illness or infirmity,
mental incompetency, or incapacity of any kind, the Committee may, in its
discretion, direct the Trustee to take any one or more of the following actions:

A. To apply such amount directly for the comfort, support and
maintenance of such person;

B. To reimburse any person for any such support theretofore
supplied to the person entitled to receive any such payment;

C. To pay such amount to any person selected by the Committee to
disburse it for such comfort, support and maintenance,
including without limitation, any relative who has undertaken,
wholly or partially, the expense of such person's comfort,
care and maintenance, or any institution in whose care or
custody the person entitled to the amount may be. The
Committee may, in its discretion, deposit any amount due to a
minor to his credit in any savings or commercial bank of the
Committee's choice.

SECTION 6.17. NO DISTRIBUTION PRIOR TO SEPARATION FROM SERVICE, DEATH
OR DISABILITY. Except as provided below, Compensation Deferrals, Qualified
Non-elective Contributions, and Qualified Matching Contributions, and income
allocable to each, are not distributable to a Participant or his Beneficiary or
Beneficiaries, in accordance with such Participant's or Beneficiary's election,
earlier than upon Separation from Service, death or Disability.

Such amounts may also be distributed upon:

A. Termination of the Plan without the establishment of another
defined contribution plan, as defined in the Code and
applicable Treasury Regulations.

B. The disposition by a corporation to an unrelated corporation
of substantially all of the assets (within the meaning of
Section 409(d)(2) of the Code) used in a trade or business of
such corporation if such corporation continues to maintain
this Plan after the disposition, but only with respect to
Employees who continue employment with the corporation
acquiring such assets.

C. The disposition by a corporation to an unrelated entity of
such corporation's interest in a subsidiary (within the
meaning of Section 409(d)(3) of the Code) if such corporation
continues to maintain this Plan, but only with respect to
Employees who continue employment with such subsidiary.

D. The hardship of the Participant, as described in Section 7.01
herein.

E. The attainment by the Participant of age 59 1/2, as described
in Section 7.03 herein.

All distributions that may be made pursuant to one or more of the
foregoing distributable events are subject to the spousal and Participant
consent requirements (if applicable) contained in Sections 401(a)(11) and 417 of
the Code.

SECTION 6.18. DISTRIBUTION OF ASSETS TRANSFERRED FROM MONEY PURCHASE
PENSION PLAN. Notwithstanding any provision of the Plan to the contrary, to the
extent that any optional form of benefit under the Plan permits a distribution
prior to the employee's retirement, death, Disability, or severance from
employment, and prior to Plan termination, the optional form of benefit is not
available with respect to benefits attributable to assets (including the
post-transfer earnings thereon) and liabilities that are transferred, within the
meaning of Section 414(l) of the Internal Revenue Code, to this Plan from a
money purchase pension plan qualified under Section 401(a) of the Internal
Revenue Code (other than any portion of those assets and liabilities
attributable to voluntary employee contributions). The conversion of a plan from
a money purchase pension plan to a profit sharing plan shall be treated as a
transfer subject to Code Section 414(l) for the purpose of this Section.

SECTION 6.19. WRITTEN INSTRUCTION NOT REQUIRED. Any elections made or
distributions processed under this Article VI may be accomplished through
telephonic or similar

instructions in accordance with the rules and procedures established by the
Committee, to the extent they are consistent with the requirements of the Code
and ERISA. Notwithstanding the foregoing, however, spousal consents and waivers,
to the extent required, may only be granted in writing.

ARTICLE VII

WITHDRAWALS; DIRECT ROLLOVERS AND WITHHOLDING; LOANS

SECTION 7.01. HARDSHIP WITHDRAWALS. Subject to the restrictions set
forth in Section 6.18, upon the application of any Participant, the Committee,
in accordance with a uniform, nondiscriminatory policy, may permit such
Participant to withdraw (a) all or a portion of the vested amounts then credited
to his Compensation Deferral Account (excluding all trust earnings credited
thereto) and/or (b) such Participant's interest in his Rollover Account and/or
the portion of his Transfer Account attributable to Code Section 401(k)
compensation deferrals (except with respect to income and earnings credited
thereto) and after-tax contributions, if the withdrawal is necessary due to the
immediate and heavy financial need of the Participant.

A. Only distributions made pursuant to conditions arising under
the following circumstances shall be conclusively considered
to be made on account of immediate and heavy financial need:

(i) Alleviating extraordinary financial hardship arising
from deductible medical expenses (within the meaning
of Code Section 213(d)) previously incurred by the
Participant or his spouse, children or other
dependents, or necessary for such persons to obtain
such care;

(ii) Purchasing real property (excluding mortgage
payments) that is to serve as the principal residence
of the Participant;

(iii) Expenditures necessary to prevent eviction from the
Participant's principal residence or foreclosure of a
mortgage on the same;

(iv) Financing the tuition and related educational fees
for the next 12 months of post-secondary education
for the Participant, his spouse, his children or
other dependents; or

(v) Any other reason deemed to be an immediate and heavy
financial need by the Secretary of the Treasury.

B. A distribution will be considered to be necessary to satisfy
an immediate and heavy financial need of the Participant only
if:

(i) The Participant has obtained all distributions other
than hardship distributions, and all nontaxable
loans, currently available under all plans maintained
by the Employer;

(ii) All plans maintained by the Employer provide that the
Participant's Compensation Deferrals or other
Participant contributions will be suspended for 12
months after the receipt of the hardship distribution
(which this Plan hereby so provides);

(iii) The distribution is not in excess of the amount
necessary to satisfy the immediate and heavy
financial need, including any amounts necessary to
pay

any federal, state, or local income taxes or
penalties reasonably anticipated to result from the
distribution; and

(iv) All plans maintained by the Employer provide that the
Participant may not make Compensation Deferrals for
the Participant's taxable year immediately following
the taxable year of the hardship distribution in
excess of the applicable limit under Section 402(g)
of the Code for such taxable year less the amount of
such Participant's Compensation Deferrals for the
taxable year of the hardship distribution (which this
Plan hereby so provides).

C. A Participant making an application under this Section 7.01
shall have the burden of presenting to the Committee evidence
of such need, and the Committee shall not permit withdrawal
under this Section without first receiving such evidence. If a
Participant's application for a hardship withdrawal is
approved, the Committee shall then instruct the Trustee to
make payment of the approved amount of the hardship withdrawal
to the Participant.

SECTION 7.02. SPECIAL WITHDRAWAL RULES APPLICABLE TO TRANSFER ACCOUNTS.
Notwithstanding any other Plan provision to the contrary, if the Internal
Revenue Service requires distribution to be made (or offered) with respect to
any or all amounts held on behalf of a Participant with respect to a predecessor
or transferor plan, as a condition of preserving the tax-qualified status of
this Plan or of said predecessor or transferor plan, or if a court of competent
jurisdiction issues an order or decree in respect of the Plan or its fiduciaries
which is determined under relevant federal law to be enforceable, and which
compels the distribution of a Participant's Plan interest, the Committee will be
entitled to direct the prompt distribution (or offer of distribution) of such
amounts.

SECTION 7.03. WITHDRAWALS UPON ATTAINMENT OF AGE 59 1/2. Subject to the
consent requirementS of Article VI, if applicable, a Participant who has
attained age 59 1/2 may elect to make withdrawals (in cash or, if applicable, in
Shares) from the Nonforfeitable portion of his Account in the Plan that is not
subject to the restrictions set forth in Section 6.18. Any election to begin,
change or cease withdrawals shall be made in accordance with procedures
established by the Committee or in such other manner as permitted by the
Committee. Payment of amounts so requested shall be made within an
administratively reasonable period of time after the withdrawal has been
requested. The Committee may establish other rules of uniform applicability
regarding the timing of and procedures for such withdrawals.

SECTION 7.04. DIRECT ROLLOVER AND WITHHOLDING RULES.

A. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Distributee's election under this
Section, a Distributee may elect, at the time and in the
manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to
an Eligible Retirement Plan specified by the Distributee in a
Direct Rollover. The Plan Administrator may establish rules
and procedures governing the processing of Direct Rollovers
and limiting the amount or number of such Direct Rollovers in
accordance with applicable Treasury Regulations. Distributions
not transferred to an Eligible Retirement Plan in a Direct
Rollover shall be subject to income tax withholding as
provided under the Code and applicable state and local laws,
if any.

B. DEFINITIONS

(i) "ELIGIBLE ROLLOVER DISTRIBUTION." An Eligible
Rollover Distribution is any distribution of all or
any portion of the balance to the credit of the
Distributee, except that an Eligible Rollover
Distribution does not include: (a) any distribution
that is one of a series of substantially equal
periodic payments (not less frequently than annually)
made for life (or life expectancy) of the Distributee
or the joint lives (or joint life expectancies) of
the Distributee and the Distributee's designated
beneficiary, or for a specified period of ten years
of more; (b) any distribution to the extent such
distribution is required under Section 401(a)(9) of
the Code; (c) the portion of any distribution that is
not includible in gross income (determined without
regard to the exclusion for net unrealized
appreciation with respect to employer securities);
and (d) for distributions on or after January 1,
2000, any hardship distribution described in Code
Sections 401(k)(2)(B)(I)(IV) or 403(b)(11)(B).

(ii) "ELIGIBLE RETIREMENT PLAN." An Eligible Retirement
Plan is an individual retirement account described in
Section 408(a) of the Code, an individual retirement
annuity described in Section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code,
or a qualified trust described in Section 401(a) of
the Code, that accepts the Distributee's Eligible
Rollover Distribution. However, in the case of an
Eligible Rollover Distribution to the surviving
spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.

(iii) "DISTRIBUTEE." A Distributee includes an Employee or
former Employee. In addition, the Employee's or
former Employee's surviving spouse and the Employee's
or former Employee's spouse or former spouse who is
the alternate payee under a qualified domestic
relations order, as defined in Section 414(p) of the
Code, are Distributees with regard to the interest of
the spouse or former spouse.

(iv) "DIRECT ROLLOVER." A Direct Rollover is a payment by
the Plan to the Eligible Retirement Plan specified by
the Distributee.

SECTION 7.05. LOANS TO PARTICIPANTS. Loans may be granted to any
Participant under the Plan in accordance with applicable rules under the Code
and ERISA, and the provisions of this Section.

A. GENERAL RULES. The Committee shall establish the procedures a
Participant must follow to request a loan from his
Nonforfeitable Account Balance under the Plan. Loans shall be
made available to all Participants on a reasonably equivalent
basis; provided, however, that loans will not be made
available to Former Participants in any event.

In no event will the total of any outstanding loan balances
made to any Participant, including any interest accrued
thereon, when aggregated with corresponding loan balances of
the Participant under any other plans of the Employer or any
Affiliate, exceed the lesser of (i) or (ii), below:

(i) $50,000, reduced by the excess (if any) of the
highest outstanding balance of such loans during the
one-year period ending on the day before the date any
such loan is made over the outstanding balance of
such loans on the date any such loan is made; or

(ii) One-half of the value of the vested portion of the
Participant's Account. For purposes of this Section,
the value of a Participant's Account shall be
determined as of the Valuation Date coinciding with
or next preceding the date on which a properly
completed loan request is received by the Committee
(or its delegate) or the Trustee, as applicable.

The minimum amount of any loan shall be $1,000.

B. TERM OF LOAN. The term of any loan shall be determined by
mutual agreement between the Committee and the Participant.
Every Participant who is granted a loan shall receive a
statement of the charges and interest rates involved in each
loan transaction and periodic statements reflecting the
current loan balance and all transactions with respect to that
loan to date. Except for loans used to acquire any dwelling
unit which within a reasonable time (determined at the time
the loan is made) is to be used as the principal residence of
the Participant, the term of any loan shall not exceed five
years. The term of any loan which within a reasonable time
(determined at the time the loan is made) is to be used as the
principal residence of the Participant shall not exceed 15
years. All loans shall be amortized in level payments made not
less frequently than quarterly over the term of the loan, or
in accordance with other procedures established by the
Employer or the Committee.

C. SECURITY. Each loan made hereunder shall be evidenced by a
credit agreement with, or a note payable to the order of, the
Trustee and shall be secured by adequate collateral.
Notwithstanding the foregoing sentence, no more than one-half
of the vested portion of the Participant's Nonforfeitable
Account Balance (determined as of the Valuation Date
coinciding with or next preceding the date on which the loan
is made) shall be used to secure any loan.

D. INTEREST. Each Participant loan shall be considered an
investment of the Trust, and interest shall be charged thereon
at a reasonable rate established by, or in accordance with
procedures approved by, the Committee commensurate with the
interest rates then being charged by persons in the business
of lending money under similar circumstances. Participant
loans under this Section will be considered the directed
investment of the
67
Participant requesting such loan, and interest paid on such loan will
be allocated to the Account of the Participant-borrower.

E. REPAYMENT TERMS. The terms and conditions of each loan shall be
determined by mutual agreement between the Committee and the
Participant. The Committee shall take all necessary actions to ensure
that each loan is repaid on schedule by its maturity date, including
requiring repayment of the loan by payroll deduction whenever possible.
Subject to the spousal consent provisions of subsection F below, in the
event a Participant terminates employment or in the event a Participant
(or his Beneficiary or spouse) elects to receive a distribution from
the Trust Fund at a time when there is an unpaid balance of a loan
against such Participant's Account, the Trustee shall deduct the unpaid
balance of the principal of such loan or any portion thereof, and any
interest accrued to the date of such deduction, from any payment or
distribution from the Trust Fund to which such Participant or his
Beneficiary or spouse may be entitled. If the amount of such payment or
distribution is not sufficient to repay the outstanding balance of such
loan and any interest accrued thereon, the Participant (or his estate,
if applicable) shall be liable for and continue to make payments on any
balance still due from him.

F. SPOUSAL CONSENT. Any Participant whose Account is subject to the
annuity provisions under Section 6.04 must obtain the consent of his
spouse, if any, within the 90-day period before the time the
Participant's vested Account is used as collateral security for the
loan, unless not otherwise required by law. Such consent must be in
writing, must acknowledge the effect of the loan, and must be witnessed
by a Plan representative or notary public. A new consent is required if
the Account balance is used for any increase in the amount of security.

G. RESTRICTIONS ON LOANS. No Participant shall have more than two loans
under this Section 7.05 outstanding at the same time. However, if a
Participant who previously participated in one of the Merging Plans
which permitted multiple loans has more than two loans outstanding as
of June 30, 1998, or if a Participant in a plan which subsequently
merges into this Plan has more than two loans outstanding under such
merging plan at the date of merger, such Participant may, in accordance
with the terms of such loans, continue to have more than two such loans
without violating this provision.

H. NONDISCRIMINATION. Loans will not be made available to Highly
Compensated Employees in an amount greater than the amount made
available to other Employees.

I. DEFAULT. Failure to make a payment within 90 days of the date payment
is due will generally constitute a default, unless loan procedures and
applicable law do not so require. Upon default (or, to the extent
prohibited by law or by the terms of the Plan until a distributable
event occurs, upon such event) the Plan Administrator will deduct the
total unpaid amount of the loan and any unpaid interest due on the loan
from the Participant's Account. The Committee may establish additional
rules and procedures for handling loan defaults, including, but not
limited to, restrictions on future borrowing.

J. PROCEDURE. The Committee will establish nondiscriminatory policies and
procedures to administer Participant loans.

ARTICLE VIII
------------

EMPLOYER ADMINISTRATIVE PROVISIONS
----------------------------------

SECTION 8.01. ESTABLISHMENT OF TRUST. The Company shall execute a Trust
Agreement with one or more persons or parties who shall serve as the Trustee.
The Trustee so selected shall serve as the Trustee until otherwise replaced or
said Trust Agreement is terminated. The Company may, from time to time, enter
into such further agreements with the Trustee or other parties and make such
amendments to said Trust Agreement as it may deem necessary or desirable to
carry out this Plan. Any and all rights or benefits which may accrue to a person
under this Plan shall be subject to all the terms and provisions of the Trust
Agreement.

SECTION 8.02. INFORMATION TO COMMITTEE. Each Employer shall supply
current information to the Committee as to the name, date of birth, date of
employment, annual compensation, leaves of absence, Years of Service, and date
of termination of employment of each Employee who is, or who will be eligible to
become, a Participant under the Plan, together with any other information that
the Committee considers necessary. The Employer's records as to the current
information that the Employer furnishes to the Committee shall be conclusive as
to all persons.

SECTION 8.03. NO LIABILITY. The Employer assumes no obligation or
responsibility to any of its Employees, Participants or Beneficiaries for any
act of, or failure to act, on the part of its Committee or the Trustee.

SECTION 8.04. INDEMNITY OF COMMITTEE. Each Employer indemnifies and
saves harmless the members of the Committee, and each of them, from and against
any and all loss (including reasonable attorneys' fees and costs of defense)
resulting from liability to which the Committee, or the members of the
Committee, may be subjected by reason of any act or conduct (except willful
misconduct or gross negligence) in their official capacities in the
administration of the Trust or this Plan or both, including all expenses
reasonably incurred in their defense, in case the Employer fails to provide such
defense. The indemnification provisions of this Section 8.04 shall not relieve
any Committee member from any liability he may have under ERISA for breach of a
fiduciary duty to the extent such indemnification is prohibited by ERISA.
Furthermore, the Committee members and the Employer may execute a letter
agreement further delineating the indemnification agreement of this Section
8.04, provided the letter agreement must be consistent with and shall not
violate ERISA.

SECTION 8.05. INVESTMENT FUNDS. The Committee and the Trustee shall
establish certain investment funds (the "INVESTMENT FUNDS"), rules governing the
administration of the Investment Funds, and procedures for directing the
investment of Participant Accounts among the Investment Funds. The Trustee shall
invest and reinvest the principal and income of each Account in the Trust Fund
as required by ERISA and as directed by Participants. The Committee and the
Employer reserve the right to change the investment options available under the
Plan and the rules governing investment designations at any time and from time
to time.

The Trustee is authorized to maintain the "EMPLOYER COMMON STOCK FUND"
as one of the Investment Funds. The Employer Common Stock Fund shall consist of
stock of the Company and cash or cash equivalents needed to meet obligations of
such fund or for the purchase of stock of the Company. One of the purposes of
the Plan is to provide Participants with ownership interests in the Company. To
the extent practicable, all available assets of the Employer Common Stock Fund
shall be used to purchase Shares, which shall be held by the Trustee and
allocated to Participant Accounts until distribution in kind or sale for
distribution of cash to Participants or Beneficiaries or until disposition is

required to implement changes in investment designations. In addition to the
Employer Common Stock Fund, all or any portion of the remaining Trust Fund may
consist of Shares. The Trustee may acquire or dispose of Shares as necessary to
implement Participant directions and may net transactions within the Trust Fund.
In addition, when acquiring Shares, the Trustee may acquire Shares directly from
the Company or on the open market as necessary to effect Participant directions.
In either case, the price paid for such Shares shall not exceed the fair market
value of the Shares. The fair market value of the Shares acquired directly from
the Company shall mean the mean between the high and low bid and ask prices as
reported by the New York Stock Exchange on the date of such transaction.

Each Investment Fund (other than the Employer Common Stock Fund) shall
be established by the Trustee at the direction or with the concurrence of the
Committee. Investment Funds may, as so determined, consist of preferred and
common stocks, bonds, debentures, negotiable instruments and evidences of
indebtedness of every kind and form, or in securities and units of participation
issued by companies registered under the Investment Companies Act of 1940,
master limited partnerships or real estate investment trusts, or in any common
or collective fund established or maintained for the collective investment and
reinvestment of assets of pension and profit sharing trusts which are exempt
from federal income taxation under the Code, or any combination of the
foregoing. The Trustee shall hold, manage, administer, invest, reinvest, account
for and otherwise deal with the Trust Fund and each separate Investment Fund as
provided in the Trust Agreement.

Anything in the Plan or Trust Agreement to the contrary
notwithstanding, the Trustee shall not sell, alienate, encumber, pledge,
transfer or otherwise dispose of, or tender or withdraw, any Shares held by it
under the Trust Agreement, except (i) as specifically provided for in the Plan
or (ii) in the case of a "TENDER OFFER" as directed in writing by a Participant
(or Beneficiary, where applicable) on a form provided or approved by the
Committee and delivered to the Trustee. For the purposes hereof, a Tender Offer
shall mean any offer for, or request for or invitation for tenders of, or offer
to purchase or acquire, any Shares that is directed generally to shareholders of
the Employer or any transaction which may be defined as a Tender Offer under
rules or regulations promulgated by the Securities and Exchange Commission. To
the extent that any money or other property is received by the Trustee as a
result of a tender of Shares not prohibited by the preceding sentence, such
money or property shall be allocated to such other Investment Fund(s) as
directed by the Participants in whose Account the Shares so tendered were held.

ARTICLE IX
----------

PARTICIPANT ADMINISTRATIVE PROVISIONS
-------------------------------------

SECTION 9.01. PERSONAL DATA TO COMMITTEE. Each Participant and each
Beneficiary of a deceased Participant must furnish to the Committee such
evidence, data or information as the Committee considers necessary or desirable
for the purpose of administering the Plan. The provisions of this Plan are
effective for the benefit of each Participant upon the condition precedent that
each Participant will furnish promptly full, true and complete evidence, data
and information when requested by the Committee, provided the Committee shall
advise each Participant of the effect of his failure to comply with its request.

SECTION 9.02. ADDRESS FOR NOTIFICATION. Each Participant and each
Beneficiary of a deceased Participant shall file with the Committee, from time
to time, in writing, or otherwise notify the Committee (in accordance with its
rules and procedures) of, his post office address and any change of post office
address. Any communication, statement or notice addressed to a Participant, or
Beneficiary, at his last post office address filed with the Committee, or as
shown on the records of the Employer, shall bind the Participant, or
Beneficiary, for all purposes of this Plan.

SECTION 9.03. ASSIGNMENT OR ALIENATION. Subject to Code Section 414(p)
relating to qualified domestic relations orders, neither a Participant nor a
Beneficiary shall anticipate, assign or alienate (either at law or in equity)
any benefit provided under the Plan, and the Trustee shall not recognize any
such anticipation, assignment or alienation. Furthermore, a benefit under the
Plan is not subject to attachment, garnishment, levy, execution or other legal
or equitable process.

SECTION 9.04. NOTICE OF CHANGE IN TERMS. The Employer, within the time
prescribed by ERISA and the applicable regulations, shall furnish all
Participants and Beneficiaries a summary description of any material amendment
to the Plan or notice of discontinuance of the Plan and all other information
required by ERISA to be furnished without charge.

SECTION 9.05. PARTICIPANT DIRECTION OF INVESTMENT. The Committee and
the Trustee shall establish rules governing the administration of Investment
Funds and procedures for Participant direction of investment, including rules
governing the timing, frequency and manner of making investment elections. The
Committee and the Employer reserve the right to change the investment options
available under the Plan and rules governing investment designations from time
to time. Nothing in this or any other provision of the Plan shall require the
Trustee, the Employer or the Committee to implement Participant investment
directions or changes in such directions, or to establish any procedures, other
than on an administratively practicable basis, as determined by the Employer in
its discretion.

Each Participant shall, in accordance with procedures established by
the Committee and the Trustee, direct that his Account and contributions thereto
be invested and reinvested in any one or more of the Investment Funds. The
investment of any such monies shall be subject to such restrictions as the
Committee may determine, in its sole discretion, to be advisable or necessary
under the circumstances. Moreover, in accordance with procedures established by
the Trustee and agreed to by the Plan Administrator, Participants may, when
administratively practicable, be permitted to change their current and
prospective investment designations through telephone, "on-line" or similar
instructions to the Trustee or its authorized agent on a frequency established
under such procedures, as in effect from time to time.

The exercise of investment direction by a Participant will not cause
the Participant to be a fiduciary solely by reason of such exercise, and neither
the Trustee nor any other fiduciary of this Plan will be liable for any loss or
any breach that results from the exercise of investment direction by the
Participant. The investment designation procedures established under the Plan
shall be and are intended to be in compliance with the requirements of ERISA
Section 404(c) and the regulations thereunder.

In no event shall Participants be permitted to direct that such
Accounts and/or such additional contributions be invested in the Employer Common
Stock Fund until Cardinal Health, Inc., the Plan, the Trustee and all other
relevant parties have fully complied with such requirements, including, but not
limited to, federal and state securities laws, as the Committee has determined
to be applicable. The Committee may restrict the ability of any person covered
under Section 16 of the Securities Exchange Act of 1934, as amended, or any
other corporate insider of the Employer to direct the investment of his Account
in the Employer Common Stock Fund. Notwithstanding any provision to the
contrary, the Committee may, in its sole discretion and where the terms of any
relevant investment contracts, regulated investment companies or pooled or group
trusts so require, impose special terms, conditions and restrictions upon a
Participant's right to direct the investment in, or transfer into or out of,
such contracts, companies or trusts.

SECTION 9.06. CHANGE OF INVESTMENT DESIGNATIONS. Each Participant who
is entitled to direct the investment of additional contributions to be allocated
to his Account in accordance with Section 9.05 hereof may select how such
additional contributions are to be invested. Such investment directions shall be
made in accordance with applicable rules or procedures established by the
Trustee and the Plan Administrator.

Each Participant may prospectively re-elect how those amounts then held
in his Account are to be reinvested in the various Investment Funds until
otherwise changed or modified. Such investment directions shall be made in
accordance with applicable rules or procedures established by the Trustee and
the Plan Administrator.

Notwithstanding the foregoing to the contrary, the Committee may, in
its sole discretion and where the terms of any relevant investment contracts,
regulated investment companies or pooled or group trusts so require, impose
special terms, conditions and restrictions upon a Participant's right to direct
the investment in, or transfer into or out of, such contracts, companies or
trusts. In addition, with respect to Shares held under the Plan that were
previously maintained under the Owen Healthcare, Inc. Employee Stock Ownership
Plan (the "ESOP SHARES"), no more than 25% of the original number of ESOP Shares
of any Participant transferred to this Plan may be exchanged, sold or
distributed in any calendar quarter. This restriction on the disposition of ESOP
Shares shall expire on July 1, 2001.

SECTION 9.07. LITIGATION AGAINST THE TRUST. If any legal action filed
against the Trustee, the Employer as Plan Administrator, or the Committee, or
against any member or members of the Committee, by or on behalf of any
Participant or Beneficiary, results adversely to the Participant or to the
Beneficiary, the Trustee shall reimburse itself, the Employer or the Committee,
or any member or members of the Committee, all costs and fees expended by it or
them by surcharging all costs and fees against the sums payable under the Plan
to the Participant or to the Beneficiary, but only to the extent a court of
competent jurisdiction specifically authorizes and directs any such surcharges
and only to the extent Code Section 401(a)(13) does not prohibit any such
surcharges.

SECTION 9.08. INFORMATION AVAILABLE. Any Participant in the Plan or any
Beneficiary may examine copies of the Plan, the Trust, the Plan description, the
latest annual report, any bargaining agreement, contract or any other instrument
under which the Plan was established or is operated. The Company will maintain
all of the items listed in this Section 9.08 in its offices, or in such

other place or places as it may designate from time to time in order to comply
with the regulations issued under ERISA, for examination during reasonable
business hours. Upon the written request of a Participant or Beneficiary, the
Employer shall furnish him with a copy of any item listed in this Section 9.08.
The Employer may make a reasonable charge to the requesting person for the copy
so furnished.

SECTION 9.09. APPEAL PROCEDURE FOR DENIAL OF BENEFITS. The Employer
shall provide adequate notice in writing to any Participant or to any
Beneficiary (the "CLAIMANT") whose claim for benefits under the Plan the
Committee has denied. The Employer's notice to the Claimant shall set forth:

A. The specific reason for the denial;

B. Specific references to pertinent Plan provisions on which the
Committee based its denial;

C. A description of any additional material and information
needed for the Claimant to perfect his claim and an
explanation of why the material or information is needed; and

D. That any appeal the Claimant wishes to make of the adverse
determination must be in writing to the Committee within 90
days after receipt of the Employer's notice of denial of
benefits. The Employer's notice must further advise the
Claimant that his failure to appeal the action to the
Committee in writing within the 90-day period will render the
Committee's determination final, binding and conclusive.

If the Claimant appeals to the Committee, he, or his duly authorized
representative, may submit, in writing, whatever issues and comments he, or his
duly authorized representative, feels are pertinent. The Claimant, or his duly
authorized representative, may review pertinent Plan documents. The Committee
shall re-examine all facts related to the appeal and make a final determination
as to whether the denial of benefits is justified under the circumstances. The
Committee shall advise the Claimant of its decision within 60 days of the
Claimant's written request for review, unless special circumstances (such as a
hearing) would make the rendering of a decision within the 60-day limit
unfeasible, but in no event shall the Committee render a decision respecting a
denial for a claim for benefits later than 120 days after its receipt of a
request for review.

The Employer's notice of denial of benefits shall identify the name of
each member of the Committee and the name and address of the Committee member to
whom the Claimant may forward his appeal.

ARTICLE X
---------

ADMINISTRATION OF THE PLAN
--------------------------

SECTION 10.01. ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN
AND TRUST ADMINISTRATION. The fiduciaries shall have only those powers, duties,
responsibilities and obligations as are specifically given to them under this
Plan and the Trust. The Employers shall have the sole responsibility for making
the contributions provided for under Article III. The Company shall have the
sole authority to appoint and remove the Trustee and members of the Committee,
and to amend or terminate, in whole or in part, this Plan or the Trust. The
Company shall have the final responsibility for the administration of the Plan,
which responsibility is specifically described in this Plan and the Trust, and
shall be the "Plan Administrator" and the named fiduciary. The Committee shall
have the specific delegated powers and duties described in the further
provisions of this Article X and such further powers and duties as hereinafter
may be delegated to it by the Employer. The Trustee shall have the sole
responsibility for the administration of the Trust and the management of the
assets held under the Trust, all as specifically provided in the Trust. Each
fiduciary warrants that any directions given, information furnished, or action
taken by it shall be in accordance with the provisions of this Plan and the
Trust, authorizing or providing for such direction, information or action.
Furthermore, each fiduciary may rely upon any such direction, information or
action of another fiduciary as being proper under this Plan and the Trust, and
is not required under this Plan or the Trust to inquire into the propriety of
any such direction, information or action. It is intended under this Plan and
the Trust that each fiduciary shall be responsible for the proper exercise of
its own powers, duties, responsibilities and obligations under this Plan and the
Trust and shall not be responsible for any act or failure to act of another
fiduciary. No fiduciary guarantees the Trust Fund in any manner against
investment loss or depreciation in asset value.

SECTION 10.02. APPOINTMENT OF COMMITTEE. A Committee consisting of
three or more persons shall be appointed by and serve at the pleasure of the
Board to assist in the administration of the Plan. In the event of any vacancies
on the Committee, the remaining Committee member(s) then in office shall
constitute the Committee and shall have full power to act and exercise all
powers of the Committee as described in this Article X. All usual and reasonable
expenses of the Committee may be paid in whole or in part by the Employer, and
any expenses not paid by the Employer shall be paid by the Trustee out of the
principal or income of the Trust Fund. Any members of the Committee who are
Employees shall not receive compensation with respect to their services for the
Committee.

SECTION 10.03. COMMITTEE PROCEDURES. The Committee may act at a meeting
or in writing without a meeting. The Committee may elect one of its members as
chairperson, appoint a secretary, who may or may not be a Committee member, and
advise the Trustee of all relevant actions. The secretary shall keep a record of
all meetings and forward all necessary communications to the Employer, or the
Trustee, as appropriate. The Committee may adopt such bylaws and regulations as
it deems desirable for the conduct of its affairs. All decisions of the
Committee shall be made by the vote of the majority then in office, including
actions in writing taken without a meeting. A dissenting Committee member who,
within a reasonable time after he has knowledge of any action or failure to act
by the majority, registers his dissent in writing delivered to the other
Committee members, the Employer and the Trustee, shall not be responsible for
any such action or failure to act.

SECTION 10.04. RECORDS AND REPORTS. The Employer (or the Committee if
so designated by the Employer) shall exercise such authority and responsibility
as it deems appropriate in order to comply with ERISA and governmental
regulations issued thereunder relating to records of

Participant's Service, Account balances and the percentage of such Account
balances that are Nonforfeitable under the Plan; notifications to Participants;
annual registration with the Internal Revenue Service; and annual reports to the
Department of Labor.

SECTION 10.05. OTHER COMMITTEE POWERS AND DUTIES. The Committee shall
have the following powers and duties:

A. To determine the rights of eligibility of an Employee to
participate in the Plan, the value of a Participant's Account,
and the Nonforfeitable percentage of each Participant's
Account;

B. To adopt rules of procedure and regulations necessary for the
proper and efficient administration of the Plan, provided the
rules are not inconsistent with the terms of this Plan and the
Trust;

C. To construe and enforce the terms of the Plan and the rules
and regulations it adopts, including the discretionary
authority to interpret the Plan documents and documents
related to the Plan's operation;

D. To direct the Trustee with respect to the crediting and
distribution of the Trust;

E. To review and render decisions respecting a claim for (or
denial of a claim for) a benefit under the Plan;

F. To furnish the Employer with information that the Employer may
require for tax or other purposes;

G. To engage the service of agents whom it may deem advisable to
assist it with the performance of its duties; and

H. To engage the services of an Investment Manager or Investment
Managers (as defined in ERISA Section 3(38)), each of whom
shall have full power and authority to manage, acquire or
dispose (or direct the Trustee with respect to acquisition or
disposition) of any Plan asset under its control.

SECTION 10.06. RULES AND DECISIONS. The Committee may adopt such rules
as it deems necessary, desirable or appropriate. All rules and decisions of the
Committee shall be uniformly and consistently applied to all Participants in
similar circumstances. When making a determination or calculation, the Committee
shall be entitled to rely upon information furnished by a Participant or
Beneficiary, the Employer, the legal counsel of the Employer, or the Trustee.

SECTION 10.07. APPLICATION AND FORMS FOR BENEFITS. The Committee may
require a Participant or Beneficiary to complete and file with the Committee an
application for a benefit and all other forms approved by the Committee, and to
furnish all pertinent information requested by the Committee. The Committee may
rely upon all such information so furnished to it, including the Participant's
or Beneficiary's current mailing address.

SECTION 10.08. AUTHORIZATION OF BENEFIT PAYMENTS. The Committee shall
issue directions to the Trustee concerning all benefits that are to be paid from
the Trust Fund pursuant to the provisions of the Plan, or establish other
procedures on which the Trustee may act, and warrants that all such directions
are in accordance with this Plan.

SECTION 10.09. FUNDING POLICY. The Committee shall, from time to time,
review all pertinent Employee information and Plan data in order to establish
the funding policy of the Plan and to determine the appropriate methods of
carrying out the Plan's objectives. The Committee shall communicate
periodically, as it deems appropriate, to the Trustee and to any Plan Investment
Manager, the Plan's short-term and long-term financial needs so that investment
policy can be coordinated with Plan financial requirements.

SECTION 10.10. FIDUCIARY DUTIES. In performing their duties, all
fiduciaries with respect to the Plan shall act solely in the interest of the
Participants and their Beneficiaries, and:

A. For the exclusive purpose of providing benefits to the
Participants and their Beneficiaries;

B. With the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in
like capacity and familiar with such matters would use in the
conduct of an enterprise of like character and with like aims;

C. To the extent a fiduciary possesses and exercises investment
responsibilities, by diversifying the investments of the Trust
Fund so as to minimize the risk of large losses, unless under
the circumstances it is clearly prudent not to do so; and

D. In accordance with the documents and instruments governing the
Plan insofar as such documents and instruments are consistent
with the provisions of Title I of ERISA.

SECTION 10.11. ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES.
In furtherance of their duties and responsibilities under the Plan, the
Committee and the Board may, subject always to the requirements of Section
10.10:

A. Employ agents to carry out nonfiduciary responsibilities;

B. Employ agents to carry out fiduciary responsibilities (other
than trustee responsibilities as defined in Section 405(c)(3)
of ERISA);

C. Consult with counsel, who may be of counsel to the Company;
and

D. Provide for the allocation of fiduciary responsibilities
(other than trustee responsibilities as defined in Section
405(c)(3) of ERISA) between the members of the Board, in the
case of the Board, and among the members of the Committee, in
the case of the Committee.

SECTION 10.12. PROCEDURE FOR THE ALLOCATION OR DELEGATION OF FIDUCIARY
DUTIES. Any action described in subsections B or D of Section 10.11 may be taken
by the Committee or the Board only in accordance with the following procedure:

A. Such action shall be taken by a majority of the Committee or
by the Board, as the case may be, in a resolution approved by
a majority of such Committee or by a majority of the Board.

B. The vote cast by each member of the Committee or the Board for
or against the adoption of such resolution shall be recorded
and made a part of the written record of the Committee's or
the Board's proceedings.

C. Any delegation of fiduciary responsibilities or any allocation
of fiduciary responsibilities among members of the Committee
or the Board may be modified or rescinded by the Committee or
the Board according to the procedure set forth in subsections
A and B of this Section 10.12.

SECTION 10.13. SEPARATE ACCOUNTING. The amounts in a Participant's
Compensation Deferral Account and (if applicable) his Qualified Matching
Contribution Account and Qualified Non-elective Contribution Account shall at
all times be separately accounted for from amounts in a Participant's Matching
Account, Profit Sharing Account, Special Contribution Account, Rollover Account
and Transfer Account(s), if any. Amounts credited to such subaccounts shall be
allocated among the Participant's designated investments on a reasonable pro
rata basis, in accordance with the valuation procedures of the Trustee and the
Investment Funds. The Trustee and the Committee shall also establish uniform
procedures which they may change from time to time, for the purpose of adjusting
the subaccounts of a Participant's Account for withdrawals, loans, distributions
and contributions. Gains, losses, withdrawals, distributions, forfeitures and
other credits or charges may be separately allocated among such subaccounts on a
reasonable and consistent basis in accordance with such procedures.

SECTION 10.14. VALUE OF PARTICIPANT'S ACCOUNT. The value of each
Participant's Account shall be based on its fair market value on the appropriate
Valuation Date. A valuation shall occur at least once every Plan Year, and
otherwise in accordance with the terms of the Trust and administratively
practicable procedures approved by the Committee. Periodically, on a frequency
determined by the Committee and the Trustee, the Participant will receive a
statement showing the transaction activity and value of his Account as of a date
set forth in the statement.

SECTION 10.15. REGISTRATION AND VOTING OF EMPLOYER COMMON STOCK. All
Shares acquired by the Trustee shall be held in the possession of the Trustee
until disposed of pursuant to the provisions of the Plan or the Trust Agreement.
Such Shares may be registered in the name of the Trustee or its nominee. Before
each annual or special meeting of the Employer's shareholders, the Trustee shall
send to each Participant a copy of the proxy solicitation material therefor,
together with a form requesting confidential instructions to the Trustee on how
to vote the Shares credited to his Account. Upon receipt of such instructions
the Trustee shall vote the Shares as instructed. Any Shares held in
Participants' Accounts, as to which the Trustee does not receive instructions,
shall be voted in proportion to the voting instructions the Trustee has actually
received in respect of Shares, unless the Trustee determines that to do so is
not prudent.

SECTION 10.16. INDIVIDUAL STATEMENT. As soon as practicable after the
Accounting Date of each Plan Year, but within the time prescribed by ERISA and
the regulations under ERISA, and at such other times as determined by the
Committee in its discretion, the Committee will deliver to each Participant (and
to each Beneficiary of a deceased Participant) a statement reflecting the
condition of his Account in the Trust as of that date and such other information
ERISA requires be furnished to the Participant or Beneficiary. No Participant,
except a member of the Committee and its designees, shall have the right to
inspect the records reflecting the Account of any other Participant.

SECTION 10.17. FEES AND EXPENSES FROM FUND. The Trustee shall receive
reasonable annual compensation as may be agreed upon from time to time between
the Employer and the Trustee. The Trustee shall pay all expenses reasonably
incurred by it or by the Employer, the Committee, or other professional advisers
or administrators in the administration of the Plan from the Trust Fund unless
the Employer pays the expenses. The Committee shall not treat any fee or expense
paid, directly or indirectly, by the Employer as an Employer contribution. No
person who is receiving full pay from the Employer shall receive compensation
for services from the Trust Fund. Brokerage commissions, transfer taxes, and
other charges and expenses in connection with the purchase and sale of
securities shall be charged to each Investment Fund and/or Participant's
Account, as applicable. Fees related to investments subject to Participant
direction, and other fees resulting from or attributable to expenses incurred in
relation to a Participant or Beneficiary or his Account may be charged to his
Account to the extent permitted under the Code and ERISA.

ARTICLE XI
----------

TOP HEAVY RULES
---------------

SECTION 11.01. MINIMUM EMPLOYER CONTRIBUTION. If this Plan is "Top
Heavy," as defined below, in any Plan Year, the Plan guarantees a minimum
contribution (subject to the provisions of this Article XI) of three percent of
Compensation for each "Non-Key Employee," as defined below, who is a Participant
employed by the Employer on the Accounting Date of the Plan Year without regard
to Hours of Service completed during the Plan Year or to whether he has elected
to make Compensation Deferral Contributions under Section 3.04, and who is not a
Participant in a Top Heavy defined benefit plan maintained by the Employer.
Participants who also participate in a Top Heavy defined benefit plan of the
Employer shall receive the required minimum benefit in the defined benefit plan
rather than in this Plan. The Plan satisfies the guaranteed minimum contribution
for the Non-Key Employee if the Non-Key Employee's contribution rate is at least
equal to the minimum contribution. For purposes of this paragraph, a Non-Key
Employee Participant includes any Employee otherwise eligible to participate in
the Plan but who is not a Participant because his Compensation does not exceed a
specified level.

If the contribution rate for the "Key Employee," as defined below, with
the highest contribution rate is less than three percent, the guaranteed minimum
contribution for Non-Key Employees shall equal the highest contribution rate
received by a Key Employee. The contribution rate is the sum of Employer
contributions (not including Employer contributions to Social Security) and
forfeitures allocated to the Participant's Account for the Plan Year divided by
his "Compensation," as defined below, not in excess of the compensation
limitation under Code Section 401(a)(17) for the Plan Year. For purposes of
determining the minimum contribution for a Plan Year, the Committee shall
consider contributions made to any plan pursuant to a compensation reduction
agreement or similar arrangement as Employer contributions. To determine the
contribution rate, the Committee shall consider all qualified Top Heavy defined
contribution plans maintained by the Employer as a single plan.

Notwithstanding the preceding provisions of this Section 11.01, if a
defined benefit plan maintained by the Employer that benefits a Key Employee
depends on this Plan to satisfy the anti-discrimination rules of Code Section
401(a)(4) or the coverage rules of Code Section 410 (or another plan benefiting
the Key Employee so depends on such defined benefit plan), the guaranteed
minimum contribution for a Non-Key Employee is three percent of his Compensation
regardless of the contribution rate for the Key Employees.

The minimum employer contribution required (to the extent required to
be Nonforfeitable under Section 416(b) of the Code) may not be forfeited under
Code Section 411(a)(3)(B) or 411(a)(3)(D).

SECTION 11.02. ADDITIONAL CONTRIBUTION. If the contribution rate
(excluding Compensation Deferral and Matching Contributions) for the Plan Year
with respect to a Non-Key Employee described in Section 11.01 is less than the
minimum contribution, the Employer will increase its contribution for such
Employee to the extent necessary so his contribution rate for the Plan Year will
equal the guaranteed minimum contribution. The Committee shall allocate the
additional contribution to the Account of a Non-Key Employee for whom the
Employer makes the contribution.

SECTION 11.03. DETERMINATION OF TOP HEAVY STATUS. The Plan is "TOP
HEAVY" for a Plan Year if the Top Heavy ratio as of the "Determination Date," as
defined below, exceeds 60%. The Top Heavy ratio is a fraction, the numerator of
which is the sum of the present value of Accounts of all Key Employees as of the
Determination Date, the contributions due as of the Determination Date, and
distributions made within the five Plan Year period ending on the Determination
Date, and the denominator of which is a similar sum determined for all
Employees. The Committee shall calculate the Top Heavy ratio without regard to
the Account of any Non-Key Employee who was formerly a Key Employee. The
Committee shall calculate the Top Heavy ratio by disregarding the Account
portion (including distributions, if any, of the Account) of an individual who
has not received credit for at least one Hour of Service with the Employer
during the five Plan Year period ending on the Determination Date. The Committee
shall calculate the Top Heavy ratio, including the extent to which it must take
into account distributions, rollovers and transfers, in accordance with Code
Section 416 and the Treasury Regulations thereunder.

If the Employer maintains other qualified plans (including a simplified
employee pension plan), this Plan is Top Heavy only if it is part of the
Required Aggregation Group, and the Top Heavy ratio for both the Required
Aggregation Group and the Permissive Aggregation Group exceeds 60%. The
Committee will calculate the Top Heavy ratio in the same manner as required by
the first paragraph of this Section 11.03, taking into account all plans within
the Aggregation Group. To the extent the Committee must take into account
distributions to a Participant, the Committee shall include distributions from a
terminated plan that would have been part of the Required Aggregation Group if
it were in existence on the Determination Date. The Committee shall calculate
the present value of accrued benefits and the other amounts the Committee must
take into account, under defined benefit plans or simplified employee pension
plans included within the group, in accordance with the terms of those plans,
Code Section 416 and the Treasury Regulations thereunder. If an aggregated plan
does not have a valuation date coinciding with the Determination Date, the
Committee shall value the accrued benefits or Accounts in the aggregated plan as
of the most recent valuation date falling within the 12-month period ending on
the Determination Date. The Committee shall calculate the Top Heavy ratio with
reference to the Determination Dates that fall within the same calendar year.

The accrued benefit of a Participant other than a Key Employee shall be
determined under (a) the method, if any, that uniformly applies for accrual
purposes under all defined benefit plans maintained by the Employer, or (b) if
there is no such method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(C)
of the Code.

SECTION 11.04. LIMITATION ON ALLOCATIONS. If, during any Limitation
Year, this Plan is Top Heavy, the Committee shall apply the limitations of
Article IV to a Participant by substituting "100%" for "125%" each place it
appears in Section 4.03. This Section 11.04 shall not apply if:

A. The contribution rate for a Non-Key Employee who participates
only in the defined contribution plan(s) would satisfy Section
11.01 if the Committee substituted four percent for three
percent;

B. A Non-Key Employee who participates in any Top Heavy defined
benefit plan(s) receives an extra minimum contribution or
benefit that satisfies Code Section 416(h)(2); and

C. The Top Heavy ratio does not exceed 90%.

SECTION 11.05. TOP HEAVY VESTING SCHEDULE. For any Plan Year for which
the Plan is Top Heavy, as determined in accordance with this Article XI, the
Committee shall calculate a Participant's Nonforfeitable percentage of his
Profit Sharing Contributions, Special Contributions and Matching Contributions
by applying the following schedule, to the extent that such schedule provides
for vesting at a rate that is more rapid than the rate otherwise applicable to
the Participant's benefit:

Profit Sharing, Special
Contribution, and
Matching Accounts
Years of Service Percent Nonforfeitable
---------------- ----------------------
Less than two (2) 0%
At least two (2) but less than three (3) 20%
At least three (3) but less than four (4) 40%
At least four (4) but less than five (5) 60%
At least five (5) but less than six (6) 80%
At least six (6) or more 100%

SECTION 11.06. DEFINITIONS. For purposes of applying the provisions of
this Article XI:

A. "KEY EMPLOYEE" shall mean, as of any Determination Date, any
Employee or former Employee (or Beneficiary of such Employee)
who, at any time during the Plan Year (which includes the
Determination Date) or during the preceding four Plan Years,
is an officer of the Employer, one of the Employees having
annual Compensation in excess of the annual dollar limitation
under Section 415(c)(1)(A) of the Code in effect for any such
Plan Year and owning the ten largest interests in the
Employer, a more than five percent owner of the Employer, or a
more than one percent owner of the Employer who has annual
Compensation of more than $150,000. An officer is any Employee
(and the Beneficiaries of such Employee) who at any time
during the determination period was an officer of the Employer
and such individual's annual Compensation exceeded 50% of the
dollar limitation under Section 415(b)(1)(A) of the Code in
effect for the period. The constructive ownership rules of
Code Section 318 (or the principles of that section, in the
case of an unincorporated Employer) will apply to determine
ownership in the Employer. The Committee will make the
determination of who is a Key Employee in accordance with Code
Section 416(i)(1) and the Treasury Regulations under that Code
Section.

B. "NON-KEY EMPLOYEE" is an Employee who does not meet the
definition of Key Employee.

C. "COMPENSATION" shall mean the first $150,000 (or such larger
amount as the Commissioner of Internal Revenue may prescribe
in accordance with Code Section 401(a)(17)) of Compensation as
defined in Code Section 415(c)(3), but including amounts
contributed by the Employer pursuant to a salary reduction
agreement that are

excludible from the Employee's gross income under Section 125,
Section 402(a)(8), Section 402(h) or Section 403(b) of the
Code.

D. "REQUIRED AGGREGATION GROUP" means:

(i) Each qualified plan of the Employer in which at least
one Key Employee participates at any time during the
five Plan Year period ending on the Determination
Date; and

(ii) Any other qualified plan of the Employer that enables
a plan described in (i) to meet the requirements of
Code Section 401(a)(4) or Code Section 410.

The Required Aggregation Group includes any plan of
the Employer which was maintained within the last five years
ending on the Determination Date on which a top heaviness
determination is being made if such plan would otherwise be
part of the Required Aggregation Group for the Plan Year but
for the fact it has been terminated.

E. "PERMISSIVE AGGREGATION GROUP" is the Required Aggregation
Group plus any other qualified plans maintained by the
Employer, but only if such group would satisfy in the
aggregate the requirements of Code Section 401(a)(4) and Code
Section 410. The Committee shall determine which plans to take
into account in determining the Permissive Aggregation Group.

F. "EMPLOYER" shall mean all the members of a controlled group of
corporations (as defined in Code Section 414(b)), of a
commonly controlled group of trades or businesses (whether or
not incorporated) (as defined in Code Section 414(c)), or an
affiliated service group (as defined in Code Section 414(m)),
of which the Employer is a part. However, the Committee shall
not aggregate ownership interests in more than one member of a
related group to determine whether an individual is a Key
Employee because of his ownership interest in the Employer.

G. "DETERMINATION DATE" for any Plan Year is the Accounting Date
of the preceding Plan Year or, in the case of the first Plan
Year of the Plan, the Accounting Date of that Plan Year.

ARTICLE XII
-----------

MISCELLANEOUS
-------------

SECTION 12.01. EVIDENCE. Anyone required to give evidence under the
terms of the Plan may do so by certificate, affidavit, document or other
information that the person to act in reliance may consider pertinent, reliable
and genuine, and to have been signed, made or presented by the proper party or
parties. Both the Committee and the Trustee shall be fully protected in acting
and relying upon any evidence described under the immediately preceding
sentence.

SECTION 12.02. NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the
Trustee nor the Committee shall have any obligation or responsibility with
respect to any action required by the Plan to be taken by the Employer, any
Participant or eligible Employee, nor for the failure of any of the above
persons to act or make any payment or contribution, or otherwise to provide any
benefit contemplated under this Plan, nor shall the Trustee or the Committee be
required to collect any contribution required under the Plan, or determine the
correctness of the amount of any Employer contribution. Neither the Trustee nor
the Committee need inquire into or be responsible for any action or failure to
act on the part of the others. Any action required of a corporate Employer shall
be by its Board or its designee.

SECTION 12.03. FIDUCIARIES NOT INSURERS. The Trustee, the Committee,
the Plan Administrator and the Employer in no way guarantee the Trust Fund from
loss or depreciation. The Employer does not guarantee the payment of any money
that may be or becomes due to any person from the Trust Fund. The liability of
the Committee and the Trustee to make any payment from the Trust Fund at any
time and all times is limited to the then available assets of the Trust.

SECTION 12.04. WAIVER OF NOTICE. Any person entitled to notice under
the Plan may waive the notice, unless the Code or Treasury Regulations require
the notice, or ERISA specifically or impliedly prohibits such a waiver.

SECTION 12.05. SUCCESSORS. The Plan shall be binding upon all persons
entitled to benefits under the Plan, their respective heirs and legal
representatives, upon the Employer, its successors and assigns, and upon the
Trustee, the Committee, the Plan Administrator and their successors.

SECTION 12.06. WORD USAGE. Words used in the masculine shall apply to
the feminine where applicable, and wherever the context of the Plan dictates,
the plural shall be read as singular and the singular as the plural.

SECTION 12.07. HEADINGS. The headings are for reference only. In the
event of a conflict between a heading and the content of a section, the content
of the section shall control.

SECTION 12.08. STATE LAW. Ohio law shall determine all questions
arising with respect to the provisions of this agreement except to the extent a
federal statute supersedes Ohio law.

SECTION 12.09. EMPLOYMENT NOT GUARANTEED. Nothing contained in this
Plan, and nothing with respect to the establishment of the Trust, any
modification or amendment to the Plan or the Trust, the creation of any Account,
or the payment of any benefit, shall give any Employee, Employee-Participant or
Beneficiary any right to continue employment, or any legal or equitable right
against the Employer, or an Employee of the Employer, the Trustee or its agents
or employees, or the

Plan Administrator. Nothing in the Plan shall be deemed or construed to impair
or affect in any manner the right of the Employer, in its discretion, to hire
Employees and, with or without cause, to discharge or terminate the service of
Employees.

ARTICLE XIII
------------

EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
-----------------------------------------

SECTION 13.01. EXCLUSIVE BENEFIT. Except as provided under Article III,
the Employer shall have no beneficial interest in any asset of the Trust and no
part of any asset in the Trust shall ever revert to or be repaid to the
Employer, either directly or indirectly; nor prior to the satisfaction of all
liabilities with respect to the Participants and their Beneficiaries under the
Plan, shall any part of the corpus or income of the Trust Fund, or any asset of
the Trust, be (at any time) used for, or diverted to, purposes other than the
exclusive benefit of the Participants or their Beneficiaries.

SECTION 13.02. AMENDMENT BY EMPLOYER. The Company shall have the right
at any time and from time to time:

A. To amend this agreement in any manner it deems necessary or
advisable in order to qualify (or maintain qualification of)
this Plan and the Trust created under it under the appropriate
provisions of the Code; and

B. To amend this agreement in any other manner.

However, no amendment shall authorize or permit any part of the Trust
Fund (other than the part required to pay taxes and administration expenses) to
be used for or diverted to purposes other than for the exclusive benefit of the
Participants or their Beneficiaries or estates. No amendment shall cause or
permit any portion of the Trust Fund to revert to or become a property of the
Employer; and the Company shall not make any amendment that affects the rights,
duties or responsibilities of the Plan Administrator or the Committee without
the written consent of the affected Plan Administrator or the affected member of
the Committee. Furthermore, no amendment shall decrease a Participant's Account
balance or accrued benefit or reduce or eliminate any benefits protected under
Code Section 411(d)(6), including an optional form of distribution, with respect
to a Participant with an Account balance or accrued benefit at the date of the
amendment, except to the extent permitted under Code Section 412(c)(8).

The Company shall make all amendments in writing. Amendments shall be
considered properly authorized by the Company if approved or ratified by the
Board, any committee of the Board, or by the Committee, unless the subject of
the amendment has been reserved to the Board. Each amendment shall state the
date to which it is either retroactively or prospectively effective, and may be
executed by any authorized officer of the Company.

SECTION 13.03. AMENDMENT TO VESTING PROVISIONS. Although the Company
reserves the right to amend the vesting provisions at any time, the Committee
shall not apply an amended vesting schedule to reduce the Nonforfeitable
percentage of any Participant's Account derived from Employer contributions
(determined as of the later of the date the Company adopts the amendment, or the
date the amendment becomes effective) to a percentage less than the
Nonforfeitable percentage computed under the Plan without regard to the
amendment. An amended vesting schedule will apply to a Participant only if the
Participant receives credit for at least one Hour of Service after the new
schedule becomes effective.

If the Company makes a permissible amendment to the vesting provisions,
each Participant having at least three Years of Service for vesting purposes
with the Employer may elect to have the percentage of his Nonforfeitable Account
Balance computed under the Plan without regard to the

amendment. The Participant must file his election with the Employer within 60
days of the latest of (a) the Company's adoption of the amendment; (b) the
effective date of the amendment; or (c) his receipt of a copy of the amendment.
The Committee, as soon as practicable, shall forward a true copy of any
amendment to the vesting schedule to each affected Participant, together with an
explanation of the effect of the amendment, the appropriate form upon which the
Participant may make an election to remain under the vesting schedule provided
under the Plan prior to the amendment and notice of the time within which the
Participant must make an election to remain under the prior vesting schedule.
The election described in this Section 13.03 does not apply to a Participant if
the amended vesting schedule provides for vesting that is at least as rapid at
all times as the vesting schedule in effect prior to the amendment. For purposes
of this Section 13.03, an amendment to the vesting schedule includes any
amendment that directly or indirectly affects the computation of the
Nonforfeitable percentage of an Employee's rights to his Employer-derived
Account.

SECTION 13.04. DISCONTINUANCE. The Employer shall have the right, at
any time, to suspend or discontinue its contributions under the Plan, and the
Company shall have the right to terminate, at any time, this Plan and the Trust
created under this agreement. The Plan shall terminate upon the first to occur
of the following:

A. The date terminated by action of the Company

B. The date the Employer shall be judicially declared bankrupt or
insolvent.

C. The dissolution, merger, consolidation or reorganization of
the Employer or the sale by the Employer of all or
substantially all of its assets, unless the successor or
purchaser makes provision to continue the Plan, in which event
the successor or purchaser shall substitute itself as the
Employer under this Plan.

SECTION 13.05. FULL VESTING ON TERMINATION. Notwithstanding any other
provision of this Plan to the contrary, upon either full or partial termination
of the Plan, or, if applicable, upon the date of complete discontinuance of
contributions to the Plan, an affected Participant's right to his Account shall
be 100% Nonforfeitable.

SECTION 13.06. MERGER, DIRECT TRANSFER AND ELECTIVE TRANSFER. The
Trustee shall not consent to, or be a party to, any merger or consolidation with
another plan, or to a transfer of assets or liabilities to another plan, unless
immediately after the merger, consolidation or transfer, the surviving plan
provides each Participant a benefit equal to or greater than the benefit each
Participant would have received had the Plan terminated immediately before the
merger or consolidation or transfer. The Trustee possesses the specific
authority to enter into merger agreements or direct transfer of assets
agreements with the trustees of other retirement plans described in Code Section
401(a) and to accept the direct transfer of plan assets, or to transfer plan
assets, as a party to any such agreement, only upon the consent or direction of
the Employer or the Committee.

If permitted by the Employer or the Committee in its discretion, the
Trustee may accept a direct transfer of plan assets on behalf of an Employee
prior to the date the Employee satisfies the Plan's eligibility condition(s). If
the Trustee accepts such a direct transfer of plan assets, the Committee and the
Trustee shall treat the Employee as a Participant for all purposes of the Plan
except that the Employee shall not share in Employer contributions or
Participant forfeitures under the Plan until he actually becomes a Participant
in the Plan. The Trustee shall hold, administer and distribute the transferred
assets as a part of the Trust Fund, and the Trustee shall maintain a separate
Transfer Account for the benefit of the Employee on whose behalf the Trustee
accepted the transfer in order to reflect the value of the transferred assets.

The Trustee may not consent to, or be a party to, a merger,
consolidation or transfer of assets with a defined benefit plan, except with
respect to an elective transfer, unless the Committee consents and so directs,
and the transfer is consistent with the Code and with ERISA. The Trustee will
hold, administer and distribute the transferred assets as a part of the Trust
Fund, and the Trustee shall maintain a separate Transfer Account for the benefit
of the Employee on whose behalf the Trustee accepted the transfer in order to
reflect the value of the transferred assets. Unless a transfer of assets to this
Plan is an elective transfer, the Plan will preserve all Code Section 411(d)(6)
protected benefits with respect to those transferred assets, in the manner
described in Section 13.02.

A transfer is an elective transfer if: (a) the transfer satisfies the
first paragraph of this Section 13.06; (b) the transfer is voluntary, under a
fully informed election by the Participant; (c) the Participant has an
alternative that retains his Code Section 411(d)(6) protected benefits
(including an option to leave his benefit in the transferor plan, if that plan
is not terminating); (d) the transfer satisfies the applicable spousal consent
requirements of the Code; (e) the transferor plan satisfies the joint and
survivor notice requirements of the Code, if the Participant's transferred
benefit is subject to those requirements; (f) the Participant has a right to
immediate distribution from the transferor plan, in lieu of the elective
transfer; (g) the transferred benefit is at least the greater of the single sum
distribution provided by the transferor plan for which the Participant is
eligible or the present value of the Participant's accrued benefit under the
transferor plan payable at that plan's normal retirement age; (h) the
Participant has a 100% Nonforfeitable interest in the transferred benefit; and
(i) the transfer otherwise satisfies applicable Treasury Regulations. An
elective transfer may occur between qualified plans of any type.

If the Plan receives a direct transfer (by merger or otherwise) of
elective contributions (or amounts treated as elective contributions) under a
plan with a Code Section 401(k) arrangement, the distribution restrictions of
Code Sections 401(k)(2) and (10) continue to apply to those transferred elective
contributions.

SECTION 13.07. TERMINATION. Upon termination of the Plan, the
distribution provisions of Article V and Article VI shall remain operative,
except that:

A. If the present value of the Participant's Nonforfeitable
Account does not exceed $5,000 ($3,500 for Plan Years
beginning before August 6, 1997), the Committee will direct a
Trustee to distribute the Participant's Nonforfeitable Account
to him in a lump sum as soon as administratively practicable
after the Plan terminates; and

B. If the present value of the Participant's Nonforfeitable
Account exceeds $5,000 ($3,500 for Plan Years beginning before
August 6, 1997), the Participant or the Beneficiary, in
addition to the distribution events permitted under Articles V
and VI, may elect to have the Trustee commence distribution of
his Nonforfeitable Account as soon as administratively
practicable after the Plan terminates.

The Trust shall continue until the Trustee, after written direction
from the Committee, has distributed all of the benefits under the Plan. To
liquidate the Trust, the Committee will, to the extent required, purchase a
deferred annuity contract for each Participant which protects the Participant's
distribution rights under the Plan, if the Participant's Nonforfeitable Account
exceeds $5,000 ($3,500 for Plan Years beginning before August 6, 1997), and the
Participant does not elect an immediate distribution pursuant to this Section
13.07. Upon termination of the Plan, the amount, if any, in a suspense account
under Article IV shall revert to the Employer, subject to the conditions of the
Treasury Regulations permitting such a reversion.

The Employer has executed this Plan in Dublin, Ohio on the date set
forth below.

CARDINAL HEALTH, INC.

By:
-------------------------------------------
-------------------------------------------

Its:
-------------------------------------------
-------------------------------------------

Date:
-------------------------------------------
-------------------------------------------

SCHEDULE I
----------

Actual Deferral Percentage and Actual Contribution Percentage Tests
Current or Prior Year Testing Method:

Plan Year Testing Method
--------- --------------

1997-98 Current Year

1998-99 Prior Year

1999-00 ____________

2000-01 ____________

2001 and thereafter Prior Year

EXHIBIT 1

APPENDIX A
----------

PARTICIPATING EMPLOYERS

Assisted Care Partners, Inc.
(Effective May 1, 1994)

BDC Leasing Company, d/b/a Bailey Drug Company

Behrens, Inc.
(Effective July 1, 1995)

Brighton Capital
(Effective February 11, 1997)

Cardinal Florida, Inc.
(Effective October 1, 1992)

Cardinal Health, Inc.

Cardinal LDS, Inc., d/b/a Leader Drug Stores, Inc.
(Effective January 1, 1992)

Cardinal Mississippi, Inc.
(Effective October 1, 1992)

Cardinal Syracuse, Inc.

Cardinal West, Inc.
(Effective October 27, 1992)

CDI Investments
(Effective March 16, 1988)

Chapman Drug Company
(Effective January 1, 1992)

Comprehensive Reimbursement Consultants, Inc.
(Effective December 1, 1998)

CORD Logistics
(Effective November 17, 1995)

Ellicott Drug Company

Griffin Capital
(Effective February 11, 1997)

Griffin Group
(Effective February 11, 1997)

Humiston-Keeling, Inc.
(Effective July 1, 1996)

James W. Daly, Inc.

Marmac Distributors, Inc.

Medical Strategies, Inc.
(Effective July 1, 1994)

Medicine Shoppe International, Inc.
(Effective August 1, 1997)

MediQual Systems, Inc.
(Effective October 1, 1998)

National PharmPak Services, Inc.
(Effective January 1, 1992)

National Specialty Services, Inc.
(Effective January 1, 1992)

Nexus Healthcare, Inc.
(Effective May 1, 1994)

Ohio Valley - Clarksburg, Inc.
(Effective July 1, 1990)

Owen Healthcare, Inc.
(Effective July 1, 1998)

PRN Services, Inc.
(Effective April 1, 1994)

Packaging Coordinators, Inc.
(Effective July 1, 1998)

Pyxis Corporation
(Effective July 1, 1998)

R. P. Scherer Corporation
(Effective September 1, 1999)

Renlar Systems, Inc.

(Effective January 1, 1996)

Solomons Company
(Effective January 1, 1994)

Whitmire Distribution Corporation
(Effective January 1, 1995)

Williams Drug Distributors, Inc.

FIRST AMENDMENT TO THE
CARDINAL HEALTH, INC.
PROFIT SHARING AND RETIREMENT SAVINGS PLAN
(AMENDED AND RESTATED EFFECTIVE AS OF JULY 1, 1998)

BACKGROUND INFORMATION
----------------------

A. Cardinal Health, Inc., an Ohio corporation (the "Corporation"),
maintains a profit sharing plan known as the Cardinal Health, Inc.
Profit Sharing and Retirement Savings Plan (the "Plan") for the benefit
of its employees and their beneficiaries.

B. Pursuant to Section 13.02 of the Plan, the Corporation may amend the
Plan at any time.

C. The Cardinal Health, Inc. Profit Sharing and Retirement Savings Plan
Committee (the "Committee") assists in the administration of the Plan
and is empowered to amend the Plan on behalf of the Corporation by
action of a majority of its members then in office.

D. The Committee desires to amend the Plan to acknowledge the
participation of R. P. Scherer Corporation as a Participating Employer
in the Plan and the addition of the R. P. Scherer Corporation
Retirement Savings Plan (the "R. P. Scherer Plan") as a Merging Plan to
be merged with and into the Plan effective as of September 1, 1999.

AMENDMENT TO THE PLAN
---------------------

1. Effective as of September 1, 1999, the Corporation hereby merges the R.
P. Scherer Plan with and into the Plan.

2. Effective as of September 1, 1999, the list of Participating Employers
in Appendix A is replaced by the revised Appendix A attached hereto as
Exhibit 1 to include R. P. Scherer Corporation as a Participating
Employer.

3. Appendix H is hereby added to the Plan in the form attached hereto as
Exhibit 2 to merge the R. P. Scherer Plan with and into the Plan as of
the effective dates specified therein.

All other provisions of the Plan shall remain in full force and effect.

Dated , 1999. CARDINAL HEALTH, INC.
------------------------------
PROFIT SHARING AND RETIREMENT
SAVINGS PLAN COMMITTEE
_____________________________
_____________________________
_____________________________

APPENDIX B
----------

SPECIAL RULES REGARDING PARTICIPANTS IN THE
PYXIS CORPORATION 401(k) PLAN

Effective January 1, 1997, the terms of the main Plan document shall apply to
the Employees of Pyxis Corporation ("Pyxis"), except to the extent provided in
Section A below. The provisions outlined in Section A below shall apply to the
Employees of Pyxis only until July 1, 1998 (the "Merger Date"). Effective as of
the Merger Date, the Pyxis Corporation 401(k) Plan (the "Pyxis Plan") maintained
by Pyxis merged into the Cardinal Health, Inc. Profit Sharing and Retirement
Savings Plan (the "Plan") and ceased to exist as an independent plan. However,
the provisions outlined in Section B below shall continue to apply to those
Employees of Pyxis who are participating in the Pyxis Plan on June 30, 1998, and
who become Participants in the Plan on the Merger Date.

A. EXCEPTIONS TO THE PROVISIONS IN THE PLAN DOCUMENT. The following
provisions shall apply to the Employees of Pyxis from January 1, 1997
through June 30, 1998:

1. The term "Board" shall mean the board of directors of Pyxis.

2. The term "Break in Service," for purposes of vesting, shall
mean any Plan Year during which the Participant fails to
complete more than 500 Hours of Service with the Employer.

3. The term "Committee" shall mean the person or persons
appointed to assist the Employer in the administration of the
Pyxis Plan.

4. The term "Company" shall mean Pyxis Corporation, a California
corporation.

5. The term "Compensation" shall mean the taxable salary,
overtime, bonuses and commissions paid to an Eligible Employee
by reason of services performed for the Company during the
Plan Year as reported on Form W-2, and shall also include
Compensation Deferral Contributions under the Pyxis Plan and
deferrals under any cafeteria plan established by the Company
pursuant to Section 125 of the Code. However, Compensation
shall not include the following:

a. Any imputed income from the purchase of life
insurance or auto allowances;

b. Any amounts contributed by the Company for or on
account of Employees under any other employee pension
plan and Matching Contributions and Profit Sharing
Contributions under the Pyxis Plan;

c. Any amounts paid or payable by reason of services
performed after the date the Employee ceases to be a
Participant; and

d. Any amounts paid or payable by reason of services
performed prior to the date the Employee becomes a
Participant.

6. The term "Eligible Employee" shall mean any Employee other
than an Employee who may be excluded from participation
pursuant to Code Section 410(b)(3) as a non-resident alien or
as an Employee covered by a collective bargaining agreement
recognized as such under applicable labor law and which does
not expressly provide for participation in the Pyxis Plan by
Employees covered thereunder.

7. The term "Employer" shall mean the Company and any Related
Employer which shall ratify and adopt the Pyxis Plan in a
manner satisfactory to, and with the consent of, Pyxis.

8. The term "Entry Date" shall mean each January 1, April 1, July
1 and October 1.

9. The term "Plan" shall mean the Pyxis Corporation 401(k) Plan.

10. The term "Plan Administrator" shall mean Pyxis.

11. The "Plan Year" shall mean the 12 consecutive month period
commencing on January 1 and ending on December 31.

12. The term "Shares" shall mean the common stock issued by [the
Company] and approved by the Committee as an appropriate
investment.

13. The term "Trust" shall mean the Pyxis Corporation 401(k) Plan
Trust.

14. The term "Trustee" shall mean SBS Trust Company, or such other
entity or persons that subsequently may be appointed by Pyxis.

15. The term "Year of Service," for purposes of vesting, shall
mean any Plan Year in which the Participant completes 1,000
Hours of Service.

16. Each Eligible Employee may become a Participant in the Pyxis
Plan on the first Entry Date coincident with or next following
the Participant's attainment of age 21 and completion of three
months of Service.

17. A Participant is not required to be employed on the last day
of the Plan Year in order to receive a Profit Sharing
Contribution under the Pyxis Plan.

18. The following vesting schedule shall apply to those Employees
of Pyxis hired prior to August 1, 1997:

Profit Sharing Contributions and
Matching Contributions
Years of Service Percent Nonforfeitable
---------------- ----------------------

Less than one (1) 0%
At least one (1) but less than two (2) 25%
At least two (2) but less than three (3) 50%
At least three (3) but less than four (4) 75%
At least four (4) or more 100%

19. Distributions to Participants and Beneficiaries under the
Pyxis Plan shall be made only in the form of lump sum
payments.

20. A Participant in the Pyxis Plan may obtain hardship
distributions only from the amount contained in his
Compensation Deferral Account (excluding earnings thereon). A
Participant shall be permitted to obtain hardship
distributions from his Compensation Deferral Account
(excluding earnings thereon) in the event a withdrawal is
necessary to pay for funeral expenses.

21. In the event a Participant in the Pyxis Plan fails to
designate a Beneficiary, distributions upon the Participant's
death shall be made in the following order:

a. to the Participant's surviving spouse;
b. to the Participant's children, including adopted
children, in accordance with the principle of
representation;
c. to the Participant's surviving parents; or
d. to the Participant's estate.

22. Effective ________________, no additional investments may be
made in the stock of Cardinal Health, Inc., and the Employer
or a Related Employer may limit the ability of a Participant
to sell stock in Cardinal Health, Inc.

B. PROVISIONS OF THE PYXIS PLAN THAT CONTINUE TO APPLY. The following
provisions of the Pyxis Plan shall survive the merger and continue to
apply to those individuals participating thereunder on June 30, 1998:

1. With respect to those Employees of Pyxis
hired prior to August 1, 1997, the following vesting schedule shall continue to
apply:

Profit Sharing Contributions and Matching
Contributions
Years of Service Percent Nonforfeitable
---------------- ----------------------

Less than one (1) 0%
At least one (1) but less than two (2) 25%
At least two (2) but less than three (3) 50%
At least three (3) but less than four (4) 75%
At least four (4) or more 100%

2. Notwithstanding any provision to the
contrary, Employees of Pyxis hired on or before June 30, 1998 shall be permitted
to participate in the Plan as of the first day of the month following their
completion of three months of Service and their attainment of age 21.

APPENDIX C
----------

SPECIAL RULES REGARDING PARTICIPANTS IN THE
OWEN HEALTHCARE, INC. 401(k) SAVINGS PLAN

Effective January 1, 1997, the terms of the main Plan document shall apply to
the Employees of Owen Healthcare, Inc. ("Owen"), except to the extent provided
in Section A below. The provisions outlined in Section A below shall apply to
the Employees of Owen only until July 1, 1998 (the "Merger Date"). Effective as
of the Merger Date, the Owen Healthcare, Inc. 401(k) Savings Plan (the "Owen
401(k) Plan") maintained by Owen merged into the Cardinal Health, Inc. Profit
Sharing and Retirement Savings Plan (the "Plan") and ceased to exist as an
independent plan. However, the provisions outlined in Section B below shall
continue to apply to those Employees of Owen who are participating in the Owen
401(k) Plan on June 30, 1998, and who become Participants in the Plan on the
Merger Date.

A. EXCEPTIONS TO THE PROVISIONS IN THE PLAN DOCUMENT. The following
provisions shall apply to Employees of Owen from January 1, 1997
through June 30, 1998:

1. The term "Board" shall mean the board of directors of Owen.

2. The term "Break in Service," for purposes of vesting, shall
mean any Plan Year during which the Participant fails to
complete more than 500 Hours of Service.

3. The term "Committee" shall mean the person or persons
appointed to assist the Employer in the administration of the
Owen 401(k) Plan.

4. The term "Company" shall mean Owen Healthcare, Inc. ("Owen"),
a Texas corporation.

5. The term "Compensation" shall mean the total of all amounts
paid by the Employer to or for the benefit of a Participant
for services rendered or labor performed for the Employer
while a Participant, which is required to be reported on the
Participant's federal income tax withholding statement or
statements (Form W-2 or its subsequent equivalent), including:

a. Elective Contributions made on the Participant's
behalf;

b. Compensation deferred under an eligible deferred
compensation plan within the meaning of Section
457(b) of the Code; and

c. Employee contributions described in Section 414(h) of
the Code that are picked up by the employing unit and
are treated as Employer contributions.

6. The term "Eligible Employee" shall mean any Employee other
than an independent contractor or an Employee who may be
excluded from participation pursuant to Code Section 410(b)(3)
as a non-resident alien or as an Employee covered by a
collective bargaining agreement recognized as such under
applicable labor law and which does not expressly provide for
participation in the Owen 401(k) Plan by Employees covered
thereunder.

7. The term "Employer" shall mean the Company and any Related
Employer which shall ratify and adopt the Owen 401(k) Plan in
a manner satisfactory to, and with the consent of, Owen.

8. The term "Entry Date" shall mean each January 1, April 1, July
1 and October 1.

9. The term "Plan" shall mean the Owen Healthcare, Inc. 401(k)
Savings Plan.

10. The term "Plan Administrator" shall mean the Committee.

11. The term "Plan Year" shall mean the 12 consecutive month
period commencing on January 1 and ending on December 31.

12. The term "Trust" shall mean the Owen Healthcare, Inc. 401(k)
Savings Plan Trust.

13. The term "Trustee" shall mean Texas Commerce Bank, N.A., or
such other entity or persons that subsequently may be
appointed by Owen.

14. The term "Year of Service" shall mean a computation period
during which the Participant completes 1,000 Hours of Service.
For purposes of vesting, such computation period shall be the
Plan Year.

15. The term "Valuation Date" shall mean the last day of March,
June, September, and December of each Plan Year and any other
interim Valuation Date designated by the Committee on a
nondiscriminatory basis.

16. Each Eligible Employee may become a Participant in the Owen
401(k) Plan on the first Entry Date coincident with or next
following the Participant's attainment of age 21 and
completion of a Year of Service within a single Eligibility
Computation Period.

17. Each Participant may elect to make Compensation Deferral
Contributions (in 1/10% increments) to the Owen 401(k) Plan in
an amount between 2% and 15% of his Compensation for the Plan
Year.

18. A Participant is required to be employed on the last day of
the Plan Year in order to receive a Matching Contribution
under the Owen 401(k) Plan, unless such Participant is not
employed on the last day of the Plan Year due to death,
Disability or retirement during such Plan Year.

19. Profit Sharing Contributions under the Owen 401(k) Plan shall
be allocated in accordance with the rules described below:

a. For purposes of this paragraph, the following terms
and phrases shall have these respective meanings:

i. "ALLOCATION PERCENTAGE." For each Plan Year,
the percentage obtained by dividing (A) 100
times the aggregate amount of the Profit
Sharing Contributions to the Owen 401(k)
Plan for such Plan Year, by (B) the sum of
(1) the aggregate amount of Compensation for
all Eligible Participants for such Plan
Year, and (2) the aggregate amount of Excess
Compensation for all Participants for such
Plan Year.

ii. "ELIGIBLE PARTICIPANT." For each Plan Year,
each Participant who completed at least
1,000 Hours of Service during such Plan Year
and who (A) was an Employee on the last day
of such Plan Year, or (B) terminated his
employment during such Plan Year on or after
his Normal Retirement Date or by reason of
his Disability or death.

iii. "EXCESS COMPENSATION." The portion, if any,
of each Eligible Participant's Compensation
which is in excess of the Integration Level.

iv. "INTEGRATION LEVEL." With respect to each
Plan Year, the contribution and benefit base
in effect under Section 230 of the Social
Security Act at the beginning of such Plan
Year. Notwithstanding the foregoing, the
Integration

Level determined in accordance with the
preceding sentence shall be prorated for a
Plan Year of less than 12 months to the
extent required by applicable law.

v. "MAXIMUM EXCESS PERCENTAGE." For each Plan
Year, the greater of (A) 5.7% or (B) the
percentage equal to the portion of the rate
of tax under Section 3111(a) of the Code (in
effect as of the beginning of such Plan
Year) which is attributable to old-age
insurance.

As of the last day of each Plan Year, the Profit Sharing
Contributions for such Plan Year plus any amounts which are forfeited during
such Plan Year (and which are not required for restoration of amounts previously
forfeited) shall be allocated to the Profit Sharing Accounts of the Eligible
Participants for such Plan Year. If the Allocation Percentage for such Plan Year
is less than or equal to the Maximum Excess Percentage for such Plan Year, then
each such Participant's Profit Sharing Account shall be allocated an amount of
such contributions and forfeitures equal to the sum of (i) the Allocation
Percentage multiplied by such Participant's Compensation for such Plan Year, and
(ii) the Allocation Percentage multiplied by such Participant's Excess
Compensation for such Plan Year, if any. If the Allocation Percentage for such
Plan Year is greater than the Maximum Excess Percentage for such Plan Year, then
(A) an amount of such contributions and forfeitures equal to the Maximum Excess
Percentage for such Plan Year shall be allocated to each such Participant's
Profit Sharing Account in the same proportion that such Participant's Excess
Compensation for such Plan Year, if any, bears to the total of all such
Participants' Excess Compensation for such Plan Year, and (B) the balance of
such contributions and forfeitures shall be allocated to each such Participant's
Profit Sharing Account in the same proportion that each such Participant's
Compensation for such Plan Year bears to the total of all such Compensation for
such Plan Year.

b. With respect to the short Plan Year beginning January
1, 1998 and ending June 30, 1998, the Employer shall
make a discretionary Profit Sharing Contribution to
the Owen 401(k) Plan which shall be allocated as
described above, except that allocations shall be
based on each Eligible Participant's Compensation for
the 12-month period preceding July 1, 1998.

20. Prior to July 1, 1992, Participants were permitted to make
"AFTER-TAX CONTRIBUTIONS" to the Owen 401(k) Plan. Such
After-tax Contributions shall be maintained in an Account on
behalf of each Participant known as an "AFTER-TAX
CONTRIBUTIONS ACCOUNT."

21. Prior to January 1, 1987, Participants were permitted to make
certain deductible contributions to the Owen 401(k) Plan. Such
deductible contributions shall be maintained in an Account on
behalf of each Participant known as a "PARTICIPANT IRA
ACCOUNT."

22. Each Participant shall, at all times, be 100% vested in his
Matching Account under the Owen 401(k) Plan.

23. A Participant's Profit Sharing Contributions under the Owen
401(k) Plan shall vest in accordance with the following
vesting schedule:

Profit Sharing Contributions
Years of Service Percent Nonforfeitable
---------------- ----------------------

Less than one (1) 0%
At least one (1) but less than two (2) 10%
At least two (2) but less than three (3) 20%
At least three (3) but less than four (4) 30%
At least four (4) but less than five (5) 40%
At least five (5) but less than six (6) 60%
At least six (6) but less than seven (7) 80%

100

At least seven (7) or more 100%

24. A Participant in the Owen 401(k) Plan shall not be credited,
for purposes of vesting, with any Service completed prior to
the first day of the Plan Year in which he attained age 18.

25. For purposes of vesting, if a Participant does not have a
Nonforfeitable interest in his Employer contributions at the
time he incurs a Break in Service, his Years of Service prior
to the Break in Service shall be disregarded upon
re-employment if the aggregate number of his consecutive
Breaks in Service equals or exceeds the greater of (a) five,
or (b) the aggregate number of his Years of Service prior to
the Break in Service. If a Participant incurs a Forfeiture
Break in Service, his Years of Service completed after such
Forfeiture Break in Service shall be disregarded in
determining the Participant's Nonforfeitable interest in the
Employer contributions accrued for his benefit prior to such
Forfeiture Break in Service.

26. Forfeitures under the Owen 401(k) Plan shall be reallocated
among Participants on the same basis that Profit Sharing
Contributions are allocated.

27. Distributions to Participants and Beneficiaries under the Owen
401(k) Plan shall be made in the form of either periodic
installments or lump sum payments.

28. A Participant in the Owen 401(k) Plan may make an in-service
withdrawal of any or all amounts held in his After-tax
Contributions Account; provided, however, that a partial
withdrawal shall be permitted only if at least a $100 balance
remains in his After-tax Contributions Account after such
withdrawal.

29. A Participant in the Owen 401(k) Plan may make an in-service
withdrawal from his Participant IRA Account in an amount equal
to all, but not less than all, of the amounts held in such
Participant IRA Account.

30. A Participant in the Owen 401(k) Plan may make an in-service
withdrawal from his Rollover Account in an amount equal to
all, but not less than all, of the amounts held in such
Rollover Account.

31. A Participant in the Owen 401(k) Plan who has attained age 59
1/2may make an in-service withdrawal only from his
Compensation Deferral Account.

32. A Participant in the Owen 401(k) Plan may obtain hardship
distributions only from his Compensation Deferral Account
(including income allocable thereto as of December 31, 1988).

33. A Participant in the Owen 401(k) Plan may obtain no more than
one in-service withdrawal in any single Plan Year, and no
withdrawal shall be made from an Account to the extent it has
been pledged to secure a loan.

34. A Participant in the Owen 401(k) Plan may have no more than
one loan outstanding at any time.

35. A Participant in the Owen 401(k) Plan who is on an unpaid
leave of absence may elect to suspend payments on his loan
during such leave for a period of no more than one year.

36. The Owen 401(k) Plan will accept a Rollover Contribution of a
promissory note (and related documents) for a plan loan from
an employees' trust described in Section 401(a) of the Code if
the Eligible Employee executes such documents and instruments
as the Committee may require as a condition to the acceptance
of such note, including without limitation, a form prescribed
by the Committee authorizing the Employer to make payroll
deductions from such Eligible Employee's Compensation in order
to make payments on such note. The Participant may elect to
have such

101

note transferred pursuant to a Direct Rollover to an Eligible
Retirement Plan which will accept such note.

37. Participants and Beneficiaries in the Owen 401(k) Plan have no
right to request, direct, or demand that the Committee or the
Trustee exercise, on their behalf, rights or privileges to
vote, acquire, convert or exchange Shares or other securities.
The Trustee shall vote and shall exercise or sell any such
rights or privileges in the manner directed by the Committee.

B. PROVISIONS OF THE OWEN 401(k) PLAN THAT CONTINUE TO APPLY. The
following provisions of the Owen 401(k) Plan shall survive the merger:

1. The following vesting schedules shall continue to apply to
Participants in the Owen 401(k) Plan who are employed on June
30, 1998 and become Participants in the Plan on the Merger
Date:

Profit Sharing Contributions
Years of Service Percent Nonforfeitable
---------------- ----------------------

Any additional Matching Contributions credited after the
Merger Date to the Matching Accounts of such Participants
shall be 100% vested when made.

2. A Participant employed by Owen on June 30, 1998 shall, to the
extent applicable, continue to have a separate After-tax
Contribution Account and a separate Participant IRA Account
under the Plan.

3. A Participant employed by Owen on June 30, 1998 shall continue
to be permitted to obtain in-service withdrawals from his
After-tax Contributions Account.

4. A Participant employed by Owen on June 30, 1998 shall continue
to be permitted to obtain in-service withdrawals from his
Participant IRA Account in an amount equal to all, but not
less than all, of the amounts held in such Participant IRA
Account.

102

APPENDIX D
----------

SPECIAL RULES REGARDING PARTICIPANTS IN THE
OWEN HEALTHCARE, INC. EMPLOYEE STOCK OWNERSHIP PLAN

Effective January 1, 1997, the terms of the main Plan document shall apply to
the Employees of Owen Healthcare, Inc. ("Owen"), except to the extent provided
in Section A below. The provisions outlined in Section A below shall apply to
the Employees of Owen only until July 1, 1998 (the "Merger Date"). Effective as
of the Merger Date, the Owen Healthcare, Inc. Employee Stock Ownership Plan (the
"Owen ESOP") maintained by Owen merged into the Cardinal Health, Inc. Profit
Sharing and Retirement Savings Plan (the "Plan") and ceased to exist as an
independent plan. However, the provisions outlined in Section B below shall
continue to apply to those Employees of Owen who are Participants in the Owen
ESOP on June 30, 1998, and who become Participants in the Plan on the Merger
Date. Notwithstanding the foregoing, effective January 1, 1996, the Owen ESOP
was "frozen," all ESOP Contributions held in the plan's suspense account were
allocated to Participants, and the ESOP Accounts of all Participants became 100%
vested.

A. EXCEPTIONS TO THE PROVISIONS IN THE PLAN DOCUMENT. The following
provisions shall apply to the Employees of Owen from January 1, 1997
through June 30, 1998:

1. The term "Board" shall mean the board of directors of Owen.

2. The term "Committee" shall mean the person or persons
appointed to assist the Employer in the administration of the
Owen ESOP.

3. The term "Company" shall mean Owen Healthcare, Inc., a Texas
corporation.

4. The term "Employer" shall mean the Company and any Related
Employer which shall ratify and adopt the Owen ESOP in a
manner satisfactory to, and with the consent of, Owen.

5. The term "Plan" shall mean the Owen Healthcare, Inc. Employee
Stock Ownership Plan.

6. The term "Plan Administrator" shall mean Owen.

7. The term "Plan Year" shall mean the 12 consecutive month
period commencing on January 1 and ending on December 31.

8. The term "Trust" shall mean the Owen Healthcare, Inc. Employee
Stock Ownership Plan Trust.

9. The term "Trustee" shall mean Texas Commerce Bank, N.A., or
such other entity or persons that subsequently may be
appointed by Owen.

10. The term "Valuation Date" shall mean the last day of March,
June, September and December of each Plan Year and any other
interim Valuation Date designated by the Committee on a
non-discriminatory basis.

11. The Owen ESOP is intended to be a stock bonus plan qualified
under Section 401(a) of the Code. The Owen ESOP is also
designed to meet the requirements of an employee stock
ownership plan within the meaning of Section 4975(e)(7) of the
Code and Section 407(d)(6) of ERISA.

12. Participants in the Owen ESOP were neither required nor
permitted to make contributions to the Owen ESOP. The only
contributions made by the Employer under the Owen ESOP were in
the form of "ESOP CONTRIBUTIONS." Such ESOP Contributions are
maintained in an Account on behalf of each Participant known
as the Participant's "ESOP ACCOUNT." No contributions were
made to

103

the Owen ESOP after December 31, 1995, and no Employee of Owen
who was not a Participant in the Owen ESOP as of December 31,
1995 has become a Participant thereunder.

13. Distributions to Participants under the Owen ESOP shall be
made either in the form of periodic installments or lump sum
payments. Distributions of the portion of the Participant's
Account which is invested in Company stock as of the first day
of the first period for which such Participant's benefit is
payable shall be made in cash unless the Participant elects to
receive his distribution in whole shares of Company stock
(with the value of any fractional shares being distributed in
cash). Distributions of the portion of the Participant's
Account which is not invested in shares of Company stock as of
the first day of the first period for which such Participant's
benefit is payable shall be made in the form of cash.

14. A Participant who has both completed at least ten years of
participation in the Owen ESOP and attained age 55 shall be
entitled to elect to receive a cash distribution equal in
value to a percentage of the Shares acquired by the Owen ESOP
and allocated to his ESOP Account for the Plan Year
immediately following the first Plan Year in which he has both
completed ten years of participation in the Owen ESOP and
attained age 55, and the five Plan Years immediately following
such Plan Year. The percentage of the Shares acquired by the
Owen ESOP and allocated to a Participant's ESOP Account as to
which he may elect to receive a cash distribution shall be:
25% as to the first Plan Year for which an election may be
made; 25% reduced by the number of Shares with respect to
which such cash distributions were previously made as to each
of the second, third, fourth and fifth Plan Years for which an
election may be made; and 50% reduced by the number of Shares
with respect to which such cash distributions were previously
made as to the last Plan Year for which an election may be
made.

A Participant's election to receive a cash distribution in
accordance with the paragraph set forth above as to a Plan
Year may be made at any time during the 90-day period
immediately following the close of such Plan Year by filing a
written election with the Committee. The Committee shall
direct the Trustee to liquidate the Shares as to which a
Participant has made a cash distribution election and
distribute such cash proceeds to such Participant as soon as
administratively feasible and not later than the expiration of
the 180-day period immediately following the close of the Plan
Year as to which the Participant's cash distribution election
is made.

Notwithstanding the foregoing, a Participant shall not be
eligible to elect cash distributions pursuant to the
paragraphs set forth above if the fair market value of the
Shares which were acquired by the Owen ESOP and allocated to
his ESOP Account is less than $500 as of the Valuation Date
immediately preceding the first day of the first Plan Year as
to which he otherwise would have been eligible to elect such
cash distribution.

15. Participants shall not be permitted to obtain loans from the
Owen ESOP. Nor shall Participants be permitted to obtain
in-service withdrawals (other than those described in
paragraph 14 above) or hardship distributions from the Owen
ESOP.

16. Each Participant in the Owen ESOP shall be entitled to direct
the Trustee as to the manner in which whole Shares credited to
the Participant's ESOP Account shall be voted; fractional
Shares shall be aggregated into whole Shares and voted by the
Trustee to the extent possible to reflect the voting
directions of the Participants with respect to whole Shares.
Notwithstanding the foregoing, Participants' rights to direct
the Trustee as to the voting of Shares allocated to their ESOP
Accounts shall be limited to any corporate matter which
involves the voting of such Shares with respect to the
approval or disapproval of any corporate merger or
consolidation, recapitalization, reclassification,
liquidation, dissolution, sale of substantially all assets of
a trade or business or such similar transaction as may be
prescribed by Treasury Regulations if Shares are not required
to be registered under Section 12 of the Securities Exchange
Act of 1934, unless the lack of such requirement for
registration is by reason of the exemption provided in
subsection (g)(2)(H) thereof. With respect to matters
concerning which a Participant has voting rights under these

104

provisions, in the absence of voting instructions by a
Participant, Shares held in his ESOP Account shall not be
voted. With respect to matters concerning which a Participant
does not have voting rights under these provisions, Shares
held in his ESOP Account shall be voted as directed by the
Committee.

B. PROVISIONS OF THE OWEN ESOP THAT CONTINUE TO APPLY. The following
provisions of the Owen ESOP shall survive the merger:

1. A Participant employed by Owen on June 30, 1998 shall continue
to have a separate ESOP Account under the Plan.

2. The rights outlined in paragraphs 13, 14 and 16 above shall
continue to apply to the Shares held in the Participant's ESOP
Account.

105

APPENDIX E
----------

SPECIAL RULES REGARDING PARTICIPANTS IN THE
PACKAGING COORDINATORS, INC. PROFIT SHARING PLAN

Effective July 1, 1997, the terms of the main Plan document shall apply to the
Employees of Packaging Coordinators Inc. ("PCI"), except to the extent provided
in Section A below. The provisions outlined in Section A below shall apply to
the Employees of PCI only until July 1, 1998 (the "Merger Date"). Effective as
of the Merger Date, the Packaging Coordinators, Inc. Profit Sharing Plan (the
"PCI Profit Sharing Plan") maintained by PCI merged into the Cardinal Health,
Inc. Profit Sharing and Retirement Savings Plan (the "Plan") and ceased to exist
as an independent plan. However, the provisions outlined in Section B below
shall continue to apply to those Employees of PCI who are participating in the
PCI Profit Sharing Plan on June 30, 1998, and who become Participants in the
Plan on the Merger Date.

A. EXCEPTIONS TO THE PROVISIONS IN THE PLAN DOCUMENT. The following
provisions shall apply to the Employees of PCI from July 1, 1997
through June 30, 1998:

1. The term "Board" shall mean the board of directors of PCI.

2. The term "Break in Service" shall mean any Plan Year during
which the Participant fails to complete more than 500 Hours of
Service with the Employer.

3. The term "Committee" shall mean the person or persons
appointed to assist the Employer in the administration of the
PCI Profit Sharing Plan.

4. The term "Company" shall mean Packaging Coordinators, Inc., a
Pennsylvania corporation.

5. The term "Compensation" shall mean salary and wages, overtime
pay, bonuses and commissions paid by the Employer to an
Employee, but excluding all Employer contributions to benefit
plans and all other forms of compensation.

6. The term "Disability" shall mean that the Participant has
applied and qualifies for disability benefits under the Social
Security Act of 1939, as amended.

7. The term "Early Retirement Date" shall mean the date on which
the Participant has attained age 60 and completed at least
seven Years of Service.

8. The term "Eligible Employee" shall mean any Employee other
than (a) a salesperson whose only form of compensation is
commissions, (b) an independent contractor, or (c) an Employee
who may be excluded from participation pursuant to Code
Section 410(b)(3) as an Employee covered by a collective
bargaining agreement recognized as such under applicable labor
law and which does not expressly provide for participation in
the PCI Profit Sharing Plan by Employees covered thereunder.

9. The term "Employer" shall mean the Company and any Related
Employer which shall ratify and adopt the PCI Profit Sharing
Plan in a manner satisfactory to, and with the consent of,
PCI.

10. The term "Entry Date" shall mean each April 1 and October 1.

11. With respect to determining a Participant's "Hours of
Service," the Committee shall credit every hourly-paid
Employee with Hours of Service on the basis of the "actual"
method. For purposes of the Plan, "actual" method means the
determination of Hours of Service from records of hours worked
and hours for which the Employer makes payment or for which
payment is due from the Employer. A salaried Employee for whom
such

106
records are not available or maintained shall instead be
credited with 45 Hours of Service for each week he would have
received credit for Hours of Service if such records were
maintained.

12. The term "Plan" shall mean the Packaging Coordinators, Inc.
Profit Sharing Plan.

13. The term "Plan Administrator" shall mean PCI.

14. The term "Qualified Joint and Survivor Annuity" shall mean an
immediate annuity for the life of the Participant with a
survivor annuity for the life of the Participant's surviving
spouse which is 100% (or 50%, if elected by the Participant)
of the amount of the annuity which is payable during the joint
lives of the Participant and his surviving spouse.

15. The term "Trust" shall mean the Packaging Coordinators, Inc.
Profit Sharing Plan Trust.

16. The term "Trustee" shall mean the entity or person appointed
by PCI to act in such capacity.

17. The term "Valuation Date" shall mean September 30 and such
other dates as selected by the Plan Administrator.

18. The term "Year of Service" shall mean a computation period
during which the Participant completes 1,000 Hours of Service.
For purposes of vesting, such computation period shall be the
Plan Year.

19. Each Eligible Employee may become a Participant in the PCI
Profit Sharing Plan on the first Entry Date coincident with or
next following the Participant's attainment of age 21 and
completion of a Year of Service within a single Eligibility
Computation Period.

20. For purposes of eligibility and vesting, if a Participant does
not have a Nonforfeitable interest in his Employer
contributions at the time he incurs a Break in Service, his
Years of Service prior to the Break in Service shall be
disregarded upon re-employment if the aggregate number of his
consecutive Breaks in Service equals or exceeds the greater of
(a) five, or (b) the aggregate number of his Years of Service
prior to the Break in Service. For purposes of vesting, if a
Participant incurs a Break in Service, his Years of Service
prior to the Break in Service shall be taken into account only
if, following the Break in Service, the Participant completes
a Year of Service.

21. The PCI Profit Sharing Plan does not provide for any
contributions other than Profit Sharing Contributions,
Rollover Contributions, and Top-Heavy Contributions. A
Participant's Accounts under the PCI Profit Sharing Plan shall
be limited to his Profit Sharing Account, Rollover Account,
and Top-Heavy Contribution Account.

22. A Participant is required to complete at least 501 Hours of
Service during the Plan Year and be employed on the last day
of the Plan Year in order to receive a Profit Sharing
Contribution under the PCI Profit Sharing Plan.

23. Forfeitures under the PCI Profit Sharing Plan shall be
reallocated among Participants as additional Profit Sharing
Contributions.

24. Participants and Beneficiaries in the PCI Profit Sharing Plan
shall not be permitted to receive distributions in the form of
installments, but shall be permitted to receive distributions
in the form of a single life annuity.

25. A Participant's Annuity Starting Date with respect to a
benefit paid in the form of an annuity shall not be prior to
his Early or Normal Retirement Date.

107

26. Participants in the PCI Profit Sharing Plan shall not be
permitted to obtain in-service withdrawals, hardship
distributions, or loans from the PCI Profit Sharing Plan.

B. PROVISIONS OF THE PCI PROFIT SHARING PLAN THAT CONTINUE TO APPLY. The
following provisions of the PCI Profit Sharing Plan shall survive the
merger and continue to apply to those individuals participating
thereunder on June 30, 1998:

2. Notwithstanding any provision to the contrary, Participants
residing in Puerto Rico who are employed by PCI on June 30,
1998 shall not be permitted to participate in the Plan.

108

APPENDIX F
----------

SPECIAL RULES REGARDING PARTICIPANTS IN THE
PACKAGING COORDINATORS, INC. MONEY PURCHASE PENSION PLAN

Effective July 1, 1997, the terms of the main Plan document shall apply to the
Employees of Packaging Coordinators Inc. ("PCI"), except to the extent provided
in Section A below. The provisions outlined in Section A below shall apply to
the Employees of PCI only until July 1, 1998 (the "Merger Date"). Effective as
of the Merger Date, the Packaging Coordinators, Inc. Money Purchase Pension Plan
(the "PCI Money Purchase Plan") maintained by PCI merged into the Cardinal
Health, Inc. Profit Sharing and Retirement Savings Plan (the "Plan") and ceased
to exist as an independent plan. However, the provisions outlined in Section B
below shall continue to apply to those Employees of PCI who are participating in
the PCI Money Purchase Plan on June 30, 1998, and who become Participants in the
Plan on the Merger Date.

A. EXCEPTIONS TO THE PROVISIONS IN THE PLAN DOCUMENT. The following
provisions shall apply to the Employees of PCI from July 1, 1997
through June 30, 1998:

1. The term "Board" shall mean the board of directors of PCI.

2. The term "Break in Service" shall mean any Plan Year during
which the Participant fails to complete more than 500 Hours of
Service with the Employer.

3. The term "Committee" shall mean the person or persons
appointed to assist the Employer in the administration of the
PCI Money Purchase Plan.

4. The term "Company" shall mean Packaging Coordinators, Inc., a
Pennsylvania corporation.

6. The term "Disability" shall mean that the Participant has
applied and qualifies for disability benefits under the Social
Security Act of 1939, as amended.

7. The term "Early Retirement Date" shall mean the date on which
the Participant has attained age 60 and completed at least
seven Years of Service.

8. The term "Eligible Employee" shall mean any Employee other
than (a) a salesperson whose only form of compensation is
commissions, (b) an independent contractor, or (c) an Employee
who may be excluded from participation pursuant to Code
Section 410(b)(3) as an Employee covered by a collective
bargaining agreement recognized as such under applicable labor
law and which does not expressly provide for participation in
the PCI Money Purchase Plan by Employees covered thereunder.

9. The term "Employer" shall mean the Company and any Related
Employer which shall ratify and adopt the PCI Money Purchase
Plan in a manner satisfactory to, and with the consent of,
PCI.

10. The term "Entry Date" shall mean each April 1 and October 1.

11. With respect to determining a Participant's "Hours of
Service," the Committee shall credit every hourly-paid Employee with Hours of
Service on the basis of the "actual" method. For purposes of the Plan, "actual"
method means the determination of Hours of Service from records of hours worked
and hours for which the Employer makes payment or for which payment is due from
the Employer. A salaried Employee for whom such

109

records are not available or maintained shall instead be credited with 45 Hours
of Service for each week he would have received credit for Hours of Service if
such records were maintained.

12. The term "Plan" shall mean the Packaging Coordinators, Inc.
Money Purchase Pension Plan.

13. The term "Plan Administrator" shall mean PCI.

15. The term "Trust" shall mean the Packaging Coordinators, Inc.
Money Purchase Pension Plan Trust.

16. The term "Trustee" shall mean the entity or person appointed
by PCI to act in such capacity.

17. The term "Valuation Date" shall mean September 30 and such
other dates as selected by the Plan Administrator.

18. The term "Year of Service" shall mean a computation period
during which the Participant completes 1,000 Hours of Service.
For purposes of vesting, such computation period shall be the
Plan Year.

19. Each Eligible Employee may become a Participant in the PCI
Money Purchase Plan on the first Entry Date coincident with or
next following the Participant's attainment of age 21 and
completion of a Year of Service within a single Eligibility
Computation Period.

20. For purposes of eligibility and vesting, if a Participant who
does not have a Nonforfeitable interest in his Employer
contributions at the time he incurs a Break in Service, his
Years of Service prior to the Break in Service shall be
disregarded upon re-employment if the aggregate number of his
consecutive Breaks in Service equals or exceeds the greater of
(a) five, or (b) the aggregate number of his Years of Service
prior to the Break in Service. For purposes of vesting, if a
Participant incurs a Break in Service, his Years of Service
prior to the Break in Service shall be taken into account only
if, following the Break in Service, the Participant completes
a Year of Service.

21. Participants in the PCI Money Purchase Plan shall be credited
with "MONEY PURCHASE Contributions." Money Purchase
Contributions shall be equal to 4% of the Participant's
Compensation up to the Social Security taxable wage base at
the beginning of the Plan Year plus 8% of the Participant's
Compensation in excess of the Social Security taxable wage
base.

22. Money Purchase Contributions shall be credited to the Money
Purchase Account of each Participant in the PCI Money Purchase
Plan who completes at least 501 Hours of Service during the
Plan Year and is employed by the Employer on the last day of
the Plan Year.

23. The PCI Money Purchase Plan does not provide for any
contributions other than Money Purchase Contributions,
Rollover Contributions, and Top-Heavy Contributions. A
Participant's Accounts under the PCI Money Purchase Plan shall
be limited to his Money Purchase Account, Rollover Account,
and Top-Heavy Contribution Account.

110

24. Participants and Beneficiaries in the PCI Money Purchase Plan
shall not be permitted to receive distributions in the form of
installments. However, payments in the form of a single life
annuity shall be an optional form of benefit under the PCI
Money Purchase Plan, and shall be the normal form of benefit
payable to an unmarried Participant.

25. A Participant's Annuity Starting Date with respect to a
benefit paid in the form of an annuity shall not be prior to
his Early or Normal Retirement Date.

26. Participants in the PCI Money Purchase Plan shall not be
permitted to obtain in-service withdrawals, hardship
distributions, or loans from the PCI Money Purchase Plan.

B. PROVISIONS OF THE PCI MONEY PURCHASE PLAN THAT CONTINUE TO APPLY. The
following provisions of the PCI Money Purchase Plan shall survive the
merger and continue to apply to those individuals participating
thereunder on June 30, 1998:

1. Participants employed by PCI on June 30, 1998 shall
continue to have the option to receive distributions from the Plan in
the form of a 100% Qualified Joint and Survivor Annuity, to the extent
applicable, or in the form of a single life annuity. A single life
annuity shall continue to be the normal form of benefit payable to an
unmarried Participant.

2. Notwithstanding any provision to the contrary, Participants
residing in Puerto Rico who are employed by PCI on June 30, 1998 shall
not be permitted to participate in the Plan.

111

APPENDIX G
----------

SPECIAL RULES REGARDING PARTICIPANTS IN THE
CRC 401(k) RETIREMENT PLAN

Effective January 1, 1998, the terms of the main Plan document shall apply to
the Employees of Comprehensive Reimbursement Consultants, Inc. ("CRC"), except
to the extent provided in Section A below. The provisions outlined in Section A
below shall apply to the Employees of CRC only until December 1, 1998 (the
"Merger Date"). Effective as of the Merger Date, the CRC 401(k) Retirement Plan
(the "CRC Plan") maintained by CRC merged into the Cardinal Health, Inc. Profit
Sharing and Retirement Savings Plan (the "Plan") and ceased to exist as an
independent plan. However, the provisions outlined in Section B below shall
continue to apply to those Employees of CRC who are participating in the CRC
Plan on November 30, 1998, and who become Participants in the Plan on the Merger
Date.

A. EXCEPTIONS TO THE PROVISIONS IN THE PLAN DOCUMENT. The following
provisions shall apply to the Employees of CRC from January 1, 1998
through November 30, 1998:

1. The term "Board" shall mean the board of directors of CRC.

2. The term "Break in Service" shall mean any Plan Year during
which the Participant fails to complete more than 500 Hours of
Service with the Employer.

3. The term "Committee" shall mean the person or persons
appointed to assist the Employer in the administration of the
CRC Plan.

4. The term "Company" shall mean Comprehensive Reimbursement
Consultants, Inc., a Minnesota corporation.

5. The term "Eligible Employee" shall mean any Employee.

6. The term "Employee" shall mean any person who, on or after
the Effective Date, is receiving remuneration for personal services rendered to
the Employer (or any other employer required to be aggregated with the Employer
under Sections 414(b), (c), (m) or (o) of the Code) as a common law employee (or
who would be receiving such remuneration except for an authorized leave of
absence). The term shall also include any Leased Employee, as provided in
Section 414(n) and (o) of the Code.

7. The term "Employer" shall mean the Company and any Related
Employer which shall ratify and adopt the CRC Plan in a manner
satisfactory to, and with the consent of, CRC.

8. The term "Entry Date" shall mean the first day of the month
following the date that an Eligible Employee satisfies the
eligibility requirements under the CRC Plan.

9. The term "Normal Retirement Age" shall mean the later of the
Participant's attainment of age 59 1/2 or his completion of
five years of participation in the CRC Plan.

10. The term "Plan" shall mean the CRC 401(k) Savings Plan.

11. The term "Plan Administrator" shall mean CRC.

12. The "Plan Year" shall mean the 12 consecutive month period
commencing on January 1 and ending on December 31.

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13. The term "Shares" shall mean the common stock issued by the
Company and approved by the Committee as an appropriate
investment.

14. The term "Trust" shall mean CRC 401(k) Retirement Plan Trust.

15. The term "Trustee" shall mean Julie A. Zapp and Bruce R.
Barnes, or such other persons or entity that subsequently may
be appointed by CRC.

16. The term "Year of Service," for purposes of vesting, shall
mean any Plan Year in which the Participant completes 1,000
Hours of Service.

17. The term "Valuation Date" shall mean the last day of the Plan
Year.

18. Each Eligible Employee may become a Participant in the CRC
Plan on the first Entry Date coincident with or next following
the Participant's attainment of age 21 and completion of three
months of Service.

19. For purposes of eligibility, if an Employee terminates
employment before satisfying the eligibility requirements
under the CRC Plan and is later reemployed by the Employer,
Service before his Reemployment Commencement Date will be
taken into account, unless he has experienced a Break in
Service. For purposes of eligibility and vesting, if a
Participant does not have a Nonforfeitable interest in his
Employer contributions at the time he incurs a Break in
Service, his Years of Service prior to the Break in Service
shall be disregarded upon re-employment if the aggregate
number of his consecutive Breaks in Service equals or exceeds
the greater of (a) five, or (b) the aggregate number of his
Years of Service prior to the Break in Service. For purposes
of vesting, if a Participant incurs a Break in Service, his
Years of Service prior to the Break in Service shall be taken
into account only if, following the Break in Service, the
Participant completes a Year of Service.

20. A Participant is required to be either credited with over 500
Hours of Service during the Plan Year or employed on the last
day of the Plan Year in order to receive a Qualified
Non-Elective Contribution under the CRC Plan.

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21. The following vesting schedule shall apply to those Employees
of CRC hired prior to December 1, 1998:

Qualified Non-Elective Contributions
and Matching Contributions
Years of Service Percent Nonforfeitable
---------------- ----------------------

Less than two (2) 0%
At least two (2) but less than three (3) 20%
At least three (3) but less than four (4) 40%
At least four (4) but less than five (5) 60%
At least five (5) but less than six (6) 80%
At least six (6) or more 100%

22. Forfeitures of Qualified Non-Elective Contributions and
Matching Contributions under the CRC Plan Shall be reallocated
among Participant who are eligible to receive such
contributions pro-rata according to Credited Compensation.

23. Distributions to Participants and Beneficiaries under the CRC
Plan shall be made either in the form of lump sum payments or
in the form of installments payable of a period of not more
than ten years.

24. Participants in the CRC Plan shall not be
permitted to obtain hardship distributions or in-service withdrawals from the
CRC Plan.

25. Any Participant or Beneficiary who makes a claim for benefits
against the Employer, and such claim is denied, shall have the
right to appeal the denial of such claim at any time within 75
days after he receives written notice of such denial.

B. PROVISIONS OF THE CRC PLAN THAT CONTINUE TO APPLY. The following
provisions of the CRC Plan shall survive the merger and continue to
apply to those individuals participating thereunder on November 30,
1998:

1. The Normal Retirement Age of any Participant
employed by CRC on November 30, 1998 shall continue to be the later of the
Participant's attainment of age 59 1/2 or his completion of five years of
participation in the CRC Plan.

2. Notwithstanding any provision to the
contrary, Employees of CRC hired on or before November 30, 1998 shall be
permitted to participate in the Plan as of the first day of the month following
their completion of three months of Service and their attainment of age 21.

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APPENDIX H
----------

SPECIAL RULES REGARDING PARTICIPANTS IN THE R. P. SCHERER CORPORATION
RETIREMENT SAVINGS PLAN

Effective January 1, 1997, the terms of the main Plan document shall apply to
the Employees of R. P. Scherer Corporation ("R. P. Scherer"), except to the
extent provided in Section A below. The provisions outlined in Section A below
shall apply to the Employees of R. P. Scherer only until September 1, 1999 (the
"Merger Date"). Effective as of the Merger Date, the R. P. Scherer Corporation
Retirement Savings Plan (the "R. P. Scherer Plan") maintained by R. P. Scherer
merged into the Cardinal Health, Inc. Profit Sharing and Retirement Savings Plan
(the "Plan") and ceased to exist as an independent plan. However, the provisions
outlined in Section B below shall continue to apply to those Employees of R. P.
Scherer who are participating in the R. P. Scherer Plan on August 31, 1999, and
who become Participants in the Plan on the Merger Date.

A. EXCEPTIONS TO THE PROVISIONS IN THE PLAN DOCUMENT. The following
provisions shall apply to the Employees of R. P. Scherer from January
1, 1997 through August 31, 1999 (unless some other date is stated
herein):

1. The term "Board" shall mean the Board of Directors of R. P.
Scherer Corporation.

2. The term "Break in Service" shall mean any Plan Year during
which the Participant fails to complete more than 500 Hours of
Service with the Employer.

3. The term "Committee" shall mean the person or persons
appointed to assist the Employer in the administration of the
R. P. Scherer Plan.

4. The term "Company" shall mean R. P. Scherer Corporation, a
Delaware corporation.

5. The term "Compensation" shall mean wages as defined in Code
Section 3401(a) and all other payments of compensation to a
Employee by the Employer (in the course of the Employer's
trade or business for which the Employer is required to
furnish the Employee a written statement under Sections
6041(d) and 6051(a)(3) of the Code). Compensation must be
determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on
the nature or location of the employment or the services
performed (such as the exception for agricultural labor in
Code Section 3401(a)(2)). Compensation will be determined over
the Plan Year and will include Employer contributions made
pursuant to a Salary Reduction Agreement, or other
arrangement, which are not includable in the gross income of
the Employee under Code Sections 125, 402(e)(3), 402(h)(1)(B)
or 403(b).

6. The term "Disability" shall mean the inability to engage in a
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be
expected to last for a continuous period of not less than
twelve months. The permanence and degree of such impairment
shall be supported by medical evidence. The Employer shall
determine the existence of a disability based on its current
disability policy, applied on a uniform and nondiscriminatory
basis.

7. The term "Eligible Employee" shall mean any Employee except
those who are members of a unit of Employees covered by a
collective bargaining agreement between the Employer and the
Employee representatives (if retirement benefits were the
subject of good faith bargaining and if 2% or less of the
Employees were covered pursuant to that agreement are
professionals as defined in Treasury regulations Section
1.410(b)-9) and those who are non-resident aliens (within the
meaning of Code Section 7701(b)(1)(B)) and who receive no
earned income (within the meaning

115

of Code Section 911(d)(2)) from the Employer which constitutes
income from sources within the United States (within the
meaning of Code Section 861(a)(3)).

8. The term "Employee" shall mean any person, including any
self-employed individual, of the Employer maintaining the R.
P. Scherer Plan or of any other Employer required to be
aggregated with such Employer under Code Sections 414(b), (c),
(m) or (o).

The term Employee shall also include any Leased Employee
deemed to be a Employee of any Employer described in the
previous paragraph as provided in Code Sections 414(n) or (o)
of the Code.

9. The term "Employer" shall mean the Company and any successor
thereto, which shall be the Plan Administrator for purposes of
Section 3(16) of ERISA, a named fiduciary as defined in ERISA
and which may delegate all or any part of its powers, duties
and authorities in such capacity without ceasing to be the
Plan Administrator.

10. The term "Entry Date" shall mean the first day of the month
following the date that an Eligible Employee satisfies the
eligibility requirements under the R. P. Scherer Plan.

11. The term "Normal Retirement Age" shall mean the date on which
the Participant attains age 65.

12. The term "Plan" shall mean the R. P. Scherer Corporation
Savings Plan.

13. The term "Plan Administrator" shall mean R. P. Scherer
Corporation.

14. The term "Plan Year" shall mean the twelve consecutive month
period commencing on January 1 and ending on December 31.

15. The term "Trust" shall mean the Trust incorporated into the R.
P. Scherer Corporation Savings Plan and Trust.

16. The term "Trustee" shall mean Society Bank, or such other
persons or entity that subsequently may be appointed by R. P.
Scherer Corporation.

17. The term "Valuation Date" shall mean the last day of the Plan
Year.

18. Each Eligible Employee may become a Participant in the R. P.
Scherer Plan on the first Entry Date coincident with or next
following the Participant's attainment of age 18 and
completion of six months of Service. An Eligible Employee who
was employed on January 1, 1996 shall be eligible to
participate as of such date without regard to the eligibility
requirements set forth herein.

19. For purposes of eligibility, if an Employee terminates
employment before satisfying the eligibility requirements
under the R. P. Scherer Plan and is later re-employed by the
Employer, Service before his Re-employment Commencement Date
will be taken into account, unless he has experienced a Break
in Service. For purposes of eligibility and vesting, if a
Participant does not have a Nonforfeitable interest in his
Employer contributions at the time he incurs a Break in
Service, his Years of Service prior to the Break in Service
shall be disregarded upon re-employment if the aggregate
number of his consecutive Breaks in Service equals or exceeds
the greater of (a) five, or (b) the aggregate number of his
Years of Service prior to the Break in Service. For purposes
of vesting, if a Participant incurs a Break in Service, his
Years of Service prior to the Break in Service shall be taken
into account only if, following the Break in Service, the
Participant completes a Year of Service.

20. Profit Sharing Contributions, if any, shall be allocated to
each eligible Participant's account in the ratio that such
Participant's Compensation bears to the Compensation of all
eligible Participants.

116

Compensation for Profit Sharing Contributions shall include
compensation earned during the entire Plan Year regardless of
the date of participation in the Plan. "Eligible Participants"
for purposes of the allocation of Profit Sharing Contributions
are those participants who have completed a Year of Service
and are employed as of the last day of the Plan Year.
Notwithstanding the foregoing, a Participant who terminated
employment prior to the last day of the Plan Year on account
of retirement, Disability or death shall also be considered an
Eligible Participant for purposes of allocation of Profit
Sharing Contributions.

21. A Participant may elect to have allocated to his account an
amount of Compensation for the Plan Year, which amount shall
be a whole percentage of not less than one percent but not
more than fifteen percent of Compensation for such Plan Year.
In addition, a Participant may enter into an agreement to
contribute extraordinary items of Compensation, not yet
payable (including bonuses) to be contributed to the R. P.
Scherer Plan during the Plan Year.

22. A Participant may increase or decrease the rate of
Compensation Deferral Contributions once each quarter, based
on the Plan Year. A Participant may suspend Compensation
Deferral Contributions at any time effective as of the next
following payroll period. A Participant who elects to suspend
Compensation Deferral Contributions under the R. P. Scherer
Plan may elect to recommence contributions as of the beginning
of the next following calendar quarter.

23. For each Plan Year, the Employer shall make contributions to
the R. P. Scherer Plan, in an amount equal to 50% of the
Participant's Compensation Deferral Contributions, however, no
match shall be made on Compensation Deferral Contributions in
excess of $500 of the Participant's Compensation. In addition,
the Employer may elect to make additional discretionary
matching contributions to the R. P. Scherer Plan as determined
by the Board on an annual basis.

24. A Participant may assign to this Plan any Excess Elective
Deferrals made during a taxable year of the Participant by
notifying the Plan Administrator on or before March 1 of the
following taxable year of the amount of the Excess Elective
Deferrals to be assigned to the Plan.

25. Prior to January 1, 1999, forfeitures of Profit Sharing
Contributions and Matching Contributions shall be made as of
the last day of the Plan Year in which the forfeiture
occurred. Forfeitures shall be allocated to Participant's
accounts in the same manner as Profit Sharing Contributions
and Matching Contributions, in the discretion of the Employer,
for the year in which the forfeiture arose. On and after
January 1, 1999, forfeitures shall be used first to pay
expenses of the R. P. Scherer Plan and then as Employer
contributions under the R. P. Scherer Plan to reduce the
contribution required to be made by the Employer.

26. If a Participant who was employed prior to September 1, 1999
terminates employment prior to Normal Retirement Age for any
reason other than death or Disability, then for each Year of
Service, he shall receive a Nonforfeitable Percentage of his
Profit Sharing Contributions and Matching Contributions
(forfeiting the balance) equal to the following:

Profit Sharing Contributions and
Matching Contributions
Years of Service Percent Nonforfeitable
---------------- ----------------------

Less than three (3) 0%
Three (3) or more 100%

For purposes of determining Years of Service for vesting in
Profit Sharing Contributions, Years of Service shall include
Years of Service before the Employer maintained this Plan and
shall include Years of Service before the Employee attained
age 18.

117

27. Upon Separation from Service, a Participant shall distribute
the Participant's Account balance as soon as administratively
practicable after the receipt of a distribution request from a
Participant as a lump sum payment in cash unless the
Participant elects to receive substantially equal quarterly,
semi-annual or annual installments over a period not exceeding
the joint life expectancy of the Participant and his or her
designated Beneficiary. Distributions in the form of a
qualified joint and survivor annuity shall not apply to any
Participant in the R. P. Scherer Plan.

28. Effective as of January 1, 1998, a Participant or Beneficiary
with an Account balance of less than $5,000 shall receive a
distribution of his Account balance in a lump sum payment in
cash as soon as administratively practicable after the
Participant's Separation from Service or death.

29. If a Participant dies before distribution of his or her
interest begins, distribution of the Participant's entire
interest shall be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant's
death except to the extent that an election is made to receive
the distributions in accordance with (a) or (b) below:

(a) if any portion of the Participant's interest is
payable to a designated Beneficiary, distributions
may be made over the life or over a period certain
not greater than the life expectancy of the
designated beneficiary commencing on or before
December 31 of the calendar year immediately
following the calendar year in which the Participant
died;

(b) if the designated beneficiary is the Participant's
surviving spouse, the date distributions are required
to begin in accordance with (a) above shall not be
earlier than the later of (1) December 31 of the
calendar year immediately following the calendar year
in which the Participant died and (2) December 31 of
the calendar year in which the Participant would have
attained age 70 1/2. Distributions in the form of a
qualified Preretirement Survivor Annuity shall not
apply to any Participant in the R. P. Scherer Plan.

30. All withdrawals and distributions under the R. P. Scherer Plan
shall be made in cash.

31. A Participant may withdraw all or a portion of the vested
amounts credited to his Compensation Deferral Account (and any
earnings credited to a Participant's account as of the end of
the last Plan Year ending before July 1, 1989) and his
Matching Contributions Account if the withdrawal is necessary
due to the immediate and heavy financial need of the
Participant.

32. In addition to other withdrawals permitted by Section 6.17 of
the Plan, a Participant may withdraw all or a portion of his
vested Matching Contributions and vested Profit Sharing
Contributions upon the attainment of age 59 1/2.

33. Only distributions made pursuant to conditions arising under
Plan Sections 7.01(A)(i) through (iv) (but excluding
Subsection (v) therein) shall be conclusively considered to be
made on account of immediate and heavy financial need.

34. Loans for the purchase of a primary residence may not exceed a
term of 30 years.

35. The top heavy vesting schedule applicable to the R. P. Scherer
Plan is the vesting schedule used to determine nonforfeitable
interests under the R. P. Scherer Plan generally.

B. PROVISIONS OF THE R. P. SCHERER PLAN THAT CONTINUE TO APPLY. The
following provisions of the R. P. Scherer Plan shall survive the merger
and continue to apply to those individuals participating thereunder on
August 31, 1999:

1. The Normal Retirement Age for employees hired by R. P. Scherer
prior to September 1, 1999 shall continue to be age 65 without
any required period of participation.
118
2. The following vesting schedule shall continue to apply to
Participants in the R. P. Scherer Plan who are employed on
August 31, 1999 and become Participants in the Plan on the
Merger Date:

Profit Sharing Contributions and
Years of Service Matching Contributions
---------------- Percent Nonforfeitable
----------------------

Less than three (3) 0%
Three (3) or more 100%

Any additional Matching Contributions, Profit Sharing
Contributions and Special Contributions credited after the
Merger Date shall also be subject to the vesting schedule set
forth above.

3. The normal form of distribution for employees of R. P. Scherer
hired before September 1, 1999 shall be a lump sum
distribution. In addition to the optional forms of
distribution set forth in Section 6.06, employees of R. P.
Scherer who are employed on August 31, 1999 and become
Participants in the Plan on the Merger Date shall also be
entitled to elect installments in semi-annual or annual
payments.

4. During the period immediately following the Merger Date (the
"Blackout Period"), Participants in the R. P. Scherer Plan who
are employed on August 31, 1999 and who commence participation
in the Plan on September 1, 1999, will not be permitted to
make changes of existing accounts and future contributions
from among the Investment Funds offered under the Plan. In
addition, such Participants may not be permitted to increase,
decrease or suspend Compensation Deferrals during the Blackout
Period. The Blackout Period shall be determined by the Plan
Administrator and shall be applied to all such Participants on
a uniform and nondiscriminatory basis. The Blackout Period
shall terminate as soon as administratively practicable
following the Merger Date.