EX-10.01



 






Exhibit 10.01




Cardinal Health

Deferred Compensation Plan



Amended and Restated Effective January 1, 2005




409A Transition Rules Amendment




Background Information





	A.	 	Cardinal Health, Inc. (“Cardinal Health”) established and maintains the Cardinal Health
Deferred Compensation Plan (the “Plan”) for the benefit of participants and their
beneficiaries.
	 
	B.	 	The Human Resources and Compensation Committee of the Board of Directors of Cardinal Health,
Inc. (the “Compensation Committee”) oversees and is authorized to amend the Plan.
	 
	C.	 	The Compensation Committee has authorized the amendment of the Plan to remove restrictions on
the distribution of Cardinal Health common stock in kind and to reflect certain transition
rules under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) that
have been followed during 2005, as required by interim guidance issued under Code Section
409A.
	 
	D.	 	Section 7.1 of the Plan permits the amendment of the Plan at any time.





Amendment of the Plan




     The Plan is hereby amended as follows, effective (i) with respect to No. 1 below, as of the
date of the Compensation Committee’s approval of this amendment, and (ii) with respect to No. 2
below, as of January 1, 2005:


1. The last sentence of Section 5.2 of the Plan is hereby amended to read as follows:



“Payments of amounts credited to the Participant’s Account will be made in U.S. dollars, except for
amounts credited to the Participant’s Cardinal Stock Account, if any, which may be payable either
in cash or in the form of Shares plus cash in lieu of any fractional shares at the election of the
Participant.”



2. A new appendix is added to the Plan reading as follows:




“409A Transition Rules Appendix




     Notwithstanding anything herein to the contrary, the Administrative Committee may, on such
terms as it deems appropriate, permit Participants during calendar year 2005 to terminate
participation in the Plan or to cancel an outstanding deferral election, in whole or in part, with
respect to amounts deferred and subject to Code Section 409A, and to receive a distribution of such
amounts, in accordance with the provisions of IRS Notice 2005-1, Q&A-20, and administrative
procedures established by the Administrative Committee in compliance with Code Section 409A. In
addition, the Administrative Committee may, on such terms as it deems appropriate, permit
Participants to make their deferral elections under the Plan for 2005 on or before March 15, 2005,
provided that any such delayed election shall apply only to compensation that has not been paid or
become payable at the time of the election and otherwise meets the requirements of IRS Notice
2005-1, Q&A-21, and administrative procedures established by the Administrative Committee in
compliance with Code Section 409A. Finally, the Plan shall otherwise be administered in accordance
with a good faith interpretation of the requirements of Code Section 409A, including any other
transition rules permitted under applicable guidance, pending amendment to conform to
the requirements of Code Section 409A on or before December 31, 2006, or such other extended
compliance date established under applicable law.”


3. All other terms and provisions shall remain unchanged.




 










 







	 	 	 	 	 	 	 
	 	 	CARDINAL HEALTH, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	/s/ Carole S. Watkins
	 	 	 	 	 
	 

	 	 	 	 	 	Carole S. Watkins
	 

	 	Title:
	 	 	 	Executive Vice President, Human Resources
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:
	 	 	 	December 21, 2005
	 	 	 	 	 






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