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                                                                  Exhibit 10.01




April 13, 2005







Dear Jeff,

It is with great pleasure that I confirm in writing our offer of employment to
you. All of us who have met with you enthusiastically believe you represent an
exceptional fit with Cardinal Health and a superb addition to the executive
management team. The major provisions of your offer are:

1.    The position is Executive Vice President, effective as of your start date,
      and Chief Financial Officer, effective as of May 15, 2005, reporting
      directly to me. You will also serve on the Executive Committee of Cardinal
      Health and the CEO Strategy Committee.

2.    Your initial annual base salary will be $550,000, and your cash
      compensation profile will be reviewed along with all other officers of
      Cardinal Health at regular annual intervals with the Human Resources and
      Compensation Committee of the Board of Directors (Compensation Committee).

3.    You will be eligible to participate in our Management Incentive Plan
      (MIP). Your target annual incentive will be 100% of your base salary. Your
      incentive for the remainder of fiscal year 2005 (ending June 30, 2005)
      will be guaranteed at target, prorated for your start date through the end
      of this fiscal year. In addition, we will guarantee 50% of your target
      bonus amount for fiscal year 2006.

4.    You will receive a stock option grant along with a grant of Restricted
      Share Units (RSU's), which represents both a prorated grant for fiscal
      year 2005 and a pull-forward grant for fiscal year 2006, which you would
      have been eligible to receive in August, 2005. You will be granted,
      effective on your start date, a grant of 60,000 option shares, along with
      a grant of 9,000 RSU's. The 60,000 options will vest in four equal annual
      installments of 25% each year immediately following the grant date, and
      will expire on the anniversary of the grant date in 2012. The 9,000 RSU's
      will vest in three equal annual installments of 33.3% each year
      immediately following the grant date.

      In addition, you will receive on your start date:

         o        12,000 Restricted Share Units, with a three-year cliff
                  vesting.

         o        The cash value of 3,000 Cardinal Health shares on your start
                  date. If you voluntarily resign from Cardinal Health within
                  your first year of employment, the value of this award would
                  be repayable by you to the Company.

         o        An additional option grant, with a three-year cliff vesting,
                  whose Black-Scholes present value shall be the remainder of
                  the total value of the above two awards subtracted from $1.8
                  million. This option will expire on the anniversary of the
                  grant date in 2015.

      All of the options listed above will be granted at the price of Cardinal
      Health stock at the close of market on your start date. All of the above
      RSUs will be payable at least six months after your separation from
      Cardinal Health. You will be eligible for the next regular annual grant of
      stock or stock options in fiscal year 2007, expected to be granted in
      August, 2006.


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Mr. Jeff Henderson
April 13, 2005
Page Two

5.    You are eligible to participate in the Cardinal Health Profit Sharing,
      Retirement and Savings Plan (including a 401(k) feature) on the first day
      of the month following one full calendar month of employment (provided you
      work 20 hours a week or more). You may contribute up to 50% of your
      pre-tax earnings to the Plan (subject to IRS maximum). Cardinal Health
      matches employee contributions at a rate equal to 100% for each dollar
      contributed up to 3% of pay and then 50% on the next 2% of pay. In
      addition, the Company has an annual defined contribution of 3%. Employees
      are immediately 100% vested in matching contributions and 100% vested in
      the defined contributions after three years of continuous service.
      Enrollment information will be sent to you by our Plan administrator,
      prior to your eligibility date.


6.    You will be eligible to participate in the Cardinal Health Deferred
      Compensation Plan (Non-Qualified Plan) that complements our 401(k) Plan
      and enables the highly compensated employee to continue to save over and
      above the IRS limits in the 401(k) qualified plan. You may contribute up
      to 20 percent of your total eligible compensation. Cardinal Health matches
      dollar for dollar on the first 3 percent and 50 cents on the next 2
      percent of salary deferred between $210,000 and $310,000. These matching
      dollars vest immediately. The Company also contributes a 3 percent annual
      contribution for eligible compensation earned between $210,000 and
      $310,000. In addition, the Company provides a social security integration
      contribution of 3 percent for eligible compensation between $90,000 and
      $310,000. These 3 percent company contributions vest after 3 years of
      service.

7.    You will be eligible to participate in the Cardinal Health Employee Stock
      Purchase Plan at the beginning of the next offering period under the terms
      specified in the Plan. You have the opportunity to purchase Cardinal
      Health stock at a 15% discount through after-tax payroll deductions. There
      are two offering periods each year, January - June and July - December.
      Enrollment information will be provided to you prior to the next eligible
      offering period after your employment date.

8.    You will be eligible for participation in our group benefits program on
      your date of hire. This program includes coverage for medical, dental,
      vision, life insurance, accidental death and dismemberment, short-term and
      long-term disability.

9.    Your first day of employment will be mutually agreed to upon acceptance of
      this offer.

10.   Consistent with our policies for all Cardinal Health personnel and the
      special consideration of our industry, this offer is contingent upon the
      taking of a company-paid drug screening test, as well as background check,
      the results of which must be negative and received prior to the above
      start date.

11.   If your employment is involuntarily terminated without cause within the
      first three years of your start date, the Company will provide you with
      severance equal to twelve months of your starting base salary.
      Additionally, if within 60 days following the 18-month anniversary of your
      start date you provide 60 days notice of your voluntary resignation from
      Cardinal Health, and so long as at the time Cardinal Health receives such
      notice and for the 60-day period thereafter, Cardinal Health does not have
      grounds to terminate your employment for gross misconduct, then you will
      receive the following:

         o        A cash payment equal to two times (2X) the sum of your
                  starting annual base salary and annual target bonus, which
                  will be paid to you in equal monthly installments over a
                  period of 12 months; provided, however, that if you disclose
                  or use in any capacity other than as necessary in the
                  performance of duties assigned by the Company any confidential
                  information, trade secrets or other business sensitive
                  information or material concerning the Company or its
                  subsidiaries at any time during this 12-month payout period,
                  any installment of this cash payment already paid out to you
                  would be repayable by you to the Company and you will forfeit
                  any future installments due to you under this provision;

         o        An additional cash payment equal to 50% of your starting
                  annual target bonus, which will be paid to you in full upon
                  your resignation date; and

         o        100% vesting of the RSU grants specified in paragraph 4 above,
                  which will occur upon your resignation date. The RSU grants
                  will be payable per their terms at least six months after your
                  separation from Cardinal Health.


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Mr. Jeff Henderson
April 13, 2005
Page Three

      If the severance payments above are ever deemed to be covered by recently
      adopted deferred compensation tax rules (Section 409A of the Internal
      Revenue Code), it may be necessary for Cardinal Health to delay
      commencing your severance payments until after the six month anniversary
      of your termination of employment.

12.   You will be eligible for the Company's executive relocation program, which
      will be forwarded to you as soon as possible.

13.   We will continue to review additional compensation-related issues
      associated with your transition: tax equalization, lease commitment,
      repatriation commitments and commuting expenses.

14.   Your employment with Cardinal Health is terminable with or without notice
      at the will of either you or the Company at any time for any reason. There
      shall be no contract, express or implied, of employment.

15.   This offer is subject to formal approval by the Compensation and Executive
      Committees of our Board of Directors.

Jeff, I understand you may have some follow up questions once you have had the
opportunity to review the details of this offer. Please feel free to call Tony
Rucci or me to discuss any specific questions on the offer.

Sincerely,

/s/ Robert D. Walter

Robert D. Walter
Chairman and Chief Executive Officer

cc:    Tony Rucci
       Carole Watkins


I accept the above offer of employment:

/s/ Jeff Henderson                            4/13/05
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Jeff Henderson                                Date