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                                                                   Exhibit 10.04

                               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 following:

     (g) Termination by Reason of Retirement or Disability. If an optionee's
     employment by or service to the Company terminates by reason of retirement
     or disability, then, unless otherwise determined by the Committee within
     sixty days of such retirement or disability, any unexercised portion of the
     Stock Option will vest in accordance with its terms, and may thereafter be
     exercised until the earlier of (the "Exercise Period") the fifth
     anniversary of the date of such retirement or disability or the expiration
     of the stated term of the Stock Option; PROVIDED, that any vesting that
     would otherwise occur during the sixty-day period beginning immediately
     after such retirement or disability shall not occur until the end of such
     sixty-day period; and PROVIDED, further, that if the optionee has at least
     fifteen years of service with the Company at the time of retirement, the
     Exercise Period shall last until the expiration of the stated term of the
     Stock Option. Notwithstanding the foregoing, if the optionee dies after
     retirement or disability but before the expiration of the Exercise Period,
     unless otherwise determined by the Committee within 60 days of such death,
     any unexercised portion of the Stock Option shall be exercisable in full,
     and any unvested portion thereof shall vest upon, and the Stock Option may
     be exercised


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     from and after, the sixtieth day after such death, for a period of one year
     (or such other period as the Committee may specify at or after grant or
     death) from the date of death or until the expiration of the Exercise
     Period, whichever period is shorter. For purposes of the Plan, unless
     otherwise determined by the Committee, retirement shall mean voluntary
     termination of employment by a participant from the Company after attaining
     age fifty-five (55) and having (i) at least ten (10) years of service with
     the Company, including service with a subsidiary of the Company prior to
     the time that such subsidiary became a subsidiary of the Company, and (ii)
     at least five years of continuous service with the Company, excluding
     service with a subsidiary of the Company prior to the time that such
     subsidiary became a subsidiary of the Company. For purposes of the Plan,
     unless otherwise determined by the Committee, disability shall have the
     meaning specified in the Company's long-term disability plan applicable to
     the participant at the time of the disability.

4.   The first sentence of subsection (h) of Section 5 of the Plan is hereby
     deleted in its entirety and in replacement thereof shall be the following:

     If an optionee's employment by or service to the Company terminates for any
     reason other than death, retirement, or disability, any Stock Option held
     by such optionee which has not vested on such date of termination will
     automatically terminate on the date of such termination.

5.   Section 6 of the Plan is hereby deleted in its entirety and in replacement
     thereof shall be the following:

     SECTION 6 | RESTRICTED SHARES AND RESTRICTED SHARE UNITS

     Restricted Shares or Restricted Share Units may be granted alone or in
     addition to other awards granted under the Plan. For purposes of the Plan,
     "Restricted Share Units" shall mean a grant of a right to receive Shares in
     the future, with such units subject to a risk of forfeiture or other
     restrictions that will lapse upon the achievement of performance or other
     objectives. Any Restricted Shares or Restricted Share Units granted under
     the Plan shall be subject to the following restrictions and conditions, and
     shall contain such additional terms and conditions in the applicable award
     agreement, not inconsistent with the terms of the Plan, as the Committee
     deems appropriate. The provisions of Restricted Share or Restricted Share
     Unit awards need not be the same with respect to each recipient.

          (a)  Price. The purchase price for Restricted Shares or Restricted
     Share Units shall be any price set by the Committee and may be zero.
     Payment in full of the purchase price, if any, shall be made in cash, or
     such other instrument as may be permitted in accordance with rules or
     procedures adopted by the Committee. If approved by the Committee, payment
     in full or part may also be made: (i) by delivering Shares already owned by
     the grantee having a total fair market value on the date of such delivery
     equal to the Restricted Share or Restricted Share Unit price; (ii) by the
     delivery of cash on the extension of credit by a broker-dealer or an
     irrevocable election to effect such extension of credit; or (iii) by any
     combination of the foregoing.

          (b)  Restricted Share and Restricted Share Unit Award Agreement. Each
     Restricted Share or Restricted Share Unit grant shall be evidenced by an
     agreement executed on behalf of



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     the Company by an officer designated by the Committee. Such Restricted
     Share or Restricted Share Unit Award Agreement shall describe the
     Restricted Shares or Restricted Share Units and state that such Restricted
     Shares or Restricted Share Units are subject to all the terms and
     provisions of the Plan and shall contain such other terms and provisions,
     consistent with the Plan, as the Committee may approve. At the time any
     Restricted Shares are awarded, the Committee may determine that such Shares
     shall, after vesting, be further restricted as to transferability or be
     subject to repurchase by the Company upon occurrence of certain events
     determined by the Committee, in its sole discretion, and specified in the
     applicable Restricted Share Award Agreement. Awards of Restricted Shares or
     Restricted Share Units must be accepted by a grantee thereof within a
     period of thirty (30) days (or such other period as the Committee may
     specify at grant) after the award date by executing the Restricted Share or
     Restricted Share Unit Award Agreement and paying the price, if any,
     required under Section 6(a). The prospective recipient of a Restricted
     Share or Restricted Share Unit award shall not have any rights with respect
     to such award, unless and until such recipient has executed an agreement
     evidencing the award and has delivered a fully executed copy thereof to the
     Company, and has otherwise complied with the applicable terms and
     conditions of such award.

          (c)  Share Restrictions. Subject to the provisions of this Plan and
     the applicable Restricted Share or Restricted Share Unit Award Agreement,
     during a period set by the Committee commencing with the date of such award
     and ending on such date as determined by the Committee at grant (the
     "Restriction Period"), the participant shall not be permitted to sell,
     transfer, pledge, assign or otherwise encumber Restricted Shares or
     Restricted Share Units awarded under the Plan. In no event shall more than
     an aggregate of ten percent (10%) of the Shares authorized for issuance
     under this Plan (as adjusted as provided in Section 4) be granted in the
     form of Restricted Shares or Restricted Share Units having a restriction
     period of less than three (3) years. The Committee shall have the
     authority, in its absolute discretion, to accelerate the time at which any
     or all of the restrictions shall lapse with respect to any Restricted
     Shares or Restricted Share Units or to remove any or all restrictions after
     the grant of such Restricted Shares or Restricted Share Units, provided,
     however, that such discretion shall be exercised subject to the limitations
     set forth in the preceding sentence, excluding discretion exercised in
     connection with a Grantee's termination of employment from the Company.
     Unless otherwise determined by the Committee at or after grant or
     termination, if a participant's employment by or service to the Company
     terminates during the Restriction Period, all Restricted Shares or
     Restricted Share Units held by such participant still subject to
     restriction shall be forfeited by the participant.

          (d)  Stock Certificate and Legends. Each participant receiving a
     Restricted Share award shall be issued Shares in respect of such Restricted
     Shares. Such Shares shall be registered in the name of such participant.
     Such Shares shall be held in custody by the Company until the restrictions
     thereon shall have lapsed. The Committee may require that, as a condition
     of any Restricted Shares award, the participant shall have delivered a
     stock power, endorsed in blank, relating to the Shares covered by such
     award.

          (e)  Shareholder Rights. Except as provided in this Section 6, the
     recipient shall have, with respect to the Restricted Shares covered by any
     award, all of the rights of a shareholder of the Company, including the
     right to vote the Shares, and the right to receive any dividends or





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     other distributions, with respect to the Shares, but subject, however, to
     those restrictions placed on such Shares pursuant to this Plan and as
     specified by the Committee in the Restricted Share Award Agreement. A
     participant shall not have any rights as a shareholder of the Company with
     respect to the Restricted Share Units, until such Restricted Share Units
     have vested and the Shares underlying such Restricted Share Units have been
     issued and registered in the name of such participant; provided that a
     Restricted Share Unit Award Agreement may provide for dividend equivalents
     to be paid with respect to outstanding Restricted Share Units.

         (f)  Expiration of Restriction Period. If and when the Restriction
     Period expires without a prior forfeiture of the Restricted Shares subject
     to such Restriction Period, unrestricted certificates for such shares shall
     be delivered to the participant. Unrestricted shares subject to vested
     Restricted Share Units shall be delivered to the participant pursuant to
     the terms of the applicable Restricted Share Unit Award Agreement.

6.   Section 10 of the Plan is hereby deleted in its entirety and in replacement
     thereof shall be the following:

     SECTION 10 | CHANGE OF CONTROL PROVISIONS

         (a) Impact of Event. In the event of a "Change of Control" as defined
     in Section 10(b), the following acceleration, exercisability and valuation
     provisions shall apply:

         (i)   On the date that such Change of Control occurs, any or all Stock
         Options awarded under this Plan not previously exercisable and vested
         shall become fully exercisable and vested.

         (ii)  In the event that the employment of an optionee is terminated
         within two years after a Change of Control for any reason other than
         because of the optionee's death, retirement, disability or by the
         Company for Cause, then all Stock Options held by the optionee (or a
         transferee) that are vested as of immediately before such termination
         shall remain exercisable until the earlier of the third anniversary of
         such termination or the expiration of their original term. In the event
         that the employment of an optionee is terminated more than two years
         after a Change of Control, or within two years after a Change of
         Control because of the optionee's death, retirement, disability or by
         the Company for Cause, then the provisions of Section 5(f), (g) and (h)
         shall govern (as applicable).

         (iii) On the date that such Change of Control occurs, the restrictions
         applicable to any or all Restricted Shares, Restricted Share Units,
         Incentive Compensation Restricted Shares, Performance Shares and
         Performance Share Units shall lapse and such shares, units and awards
         shall be fully vested.

         (b) Definition of "Change of Control". For purposes of Section 10(a),
     a "Change of Control" shall mean:

         (i)   the acquisition by any individual, entity or group (within the
         meaning of Section 13(d) (3) or 14(d)(2) of the Exchange Act) (a
         "Person") of beneficial ownership (within the


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         meaning of Rule 13d-3 promulgated under the Exchange Act) of
         twenty-five percent (25%) or more of either (x) the then outstanding
         common shares of CAH (the "outstanding CAH Common Shares") or (y) the
         combined voting power of the then outstanding voting securities of CAH
         entitled to vote generally in the election of directors (the
         "Outstanding CAH Voting Securities"); provided, however, that for
         purposes of this subsection (i), the following acquisitions shall not
         constitute a Change of Control: (A) any acquisition directly from CAH
         or any corporation controlled by CAH, (B) any acquisition by CAH or
         any corporation controlled by CAH, (C) any acquisition by any employee
         benefit plan (or related trust) sponsored or maintained by CAH or any
         corporation controlled by CAH or (D) any acquisition by any
         corporation that is a Non-Control Acquisition (as defined in
         subsection (iii) of this Section 10(b)); or

         (ii)  individuals who, as of the Effective Date of this Plan,
         constitute the Board of CAH (the "Incumbent Board") cease for any
         reason to constitute at least a majority of the Board of CAH;
         provided, however, that any individual becoming a director subsequent
         to the Effective Date whose election, or nomination for election by
         CAH's shareholders, was approved by a vote of at least a majority of
         the directors then comprising the Incumbent Board shall be considered
         as though such individual were a member of the Incumbent Board, but
         excluding, for this purpose, any such individual whose initial
         assumption of office occurs as a result of an actual or threatened
         election contest with respect to the election or removal of directors
         or other actual or threatened solicitation of proxies or consents by
         or on behalf of a Person other than the Board; or

         (iii) consummation of a reorganization, merger or consolidation or sale
         or other disposition of all or substantially all of the assets of the
         Company or the acquisition by the Company of assets or shares of
         another corporation (a "Business Combination"), unless, such Business
         Combination is a Non-Control Acquisition. A "Non-Control Acquisition"
         shall mean a Business Combination where: (x) all or substantially all
         of the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding CAH Common Shares and Outstanding CAH
         Voting Securities immediately prior to such Business Combination
         beneficially own, directly or indirectly, more than fifty percent (50%)
         of, respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from such Business Combination
         (including, without limitation, a corporation which as a result of such
         transaction owns CAH or all or substantially all of the Company's
         assets either directly or through one or more subsidiaries) in
         substantially the same proportions as their ownership immediately prior
         to such Business Combination of the Outstanding CAH Common Shares and
         Outstanding CAH Voting Securities, as the case may be, (y) no Person
         (excluding any employee benefit plan (or related trust) of the Company
         or such corporation resulting from such Business Combination)
         beneficially owns, directly or indirectly, twenty-five percent (25%) or
         more of, respectively, the then outstanding shares of common stock of
         the corporation resulting from such Business Combination or the
         combined voting power of the then outstanding voting securities of such
         corporation except to the extent that such ownership existed prior to
         the Business Combination (including any ownership that existed in the
         Company or the company being acquired, if any) and (z) at least a
         majority of the members of the board of





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         directors of the corporation resulting from such Business Combination
         were members of the Incumbent Board at the time of the execution of
         the initial agreement, or of the action of the Board, providing for
         such Business Combination; or


         (iv)  approval by the shareholders of CAH of a complete liquidation or
         dissolution of CAH.


7.    The second sentence of subsection (d) of Section 13 is hereby deleted in
      its entirety and in replacement thereof shall be the following:


         The Company shall have the right to deduct from all dividends or
         dividend equivalents, as the case may be, paid with respect to
         Restricted Shares, Restricted Share Units, Incentive Compensation
         Restricted Shares, and Performance Shares the amount of any taxes
         which the Company is required to withhold with respect to such
         dividend or dividend equivalent payments, as the case may be.