Split Dollar Insurance Plan

EXHIBIT 99(b)


SPLIT DOLLAR INSURANCE PLAN


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


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


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


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


B. "Insured": Robert E. Martini


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


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


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


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


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


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


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


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


RECITALS: - ---------


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


EXH 99(b) - Page 1


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


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


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


THEREFORE, for value received, it is agreed:


1. Premium Payments


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


(1) The Owner with respect to any premium payable on a
Policy after it is subject to this Plan, may pay a
portion of the premium equal to the current term rate
for the Insured's age multiplied by the current
Insured's Death ...