FIRST AMENDMENT TO
CARDINAL HEALTH, INC.
AMENDED AND RESTATED EQUITY INCENTIVE PLAN
This First Amendment to the Cardinal Health, Inc. Amended and Restatement Equity Incentive Plan, ("First
Amendment"), is made as of August 8, 2001, pursuant to resolutions of the Board of Directors of Cardinal
Health, Inc., an Ohio Corporation, adopted during a meeting held on August 8, 2001, and amends that certain
Cardinal Health, Inc. Equity Incentive Plan, as amended on August 11, 1999 (the "Plan"). This First Amendment
shall be applicable to all awards granted under the Plan from the date hereof and shall not be applicable to any
awards granted prior to the date of this First Amendment, PROVIDED, however, that subsection 10(a) as
amended by this First Amendment shall be applicable to all Stock Options granted under the Plan including those
granted prior to the date of this First Amendment.
1. Any and all references in the Plan to the term "Restricted Shares" shall be deleted and in replacement thereof
there shall be included reference to "Restricted Shares or Restricted Share Units" except in Section 1, Section 6
and Section 10 of the Plan.
2. The penultimate sentence of the last paragraph of Section 1 of the Plan is hereby deleted in its entirety and in
replacement thereof shall be the following:
The types of awards will include (i) Incentive Stock Options ("ISOs"), which are intended to qualify under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) options which are not intended
to so qualify ("NQSOs") (ISOs and NQSOs are referred to together hereinafter as "Stock Options"); (iii)
Restricted Shares; (iv) Restricted Share Units; (v) Performance Shares; (vi) Performance Share Units and (vii)
Incentive Compensation Restricted Shares.
3. Subsection (g) of Section 5 of the Plan is hereby deleted in its entirety and in replacement thereof shall be the
(g) Termination by Reason of Retirement or Disability. If an optionee's employment by or ser