2003 Compensation Charter: CAH


1. Members. The Board of Directors (the "Board") of Cardinal Health, Inc. (the "Company") will appoint a Human Resources and Compensation Committee (the "Compensation Committee") of at least three members, consisting entirely of independent directors, and will designate one member as chairperson. A subcommittee of the Compensation Committee may be established to review and act upon executive compensation issues arising under Section 16 of the Securities Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code, or similar laws and regulations, and relating to the Chief Executive Officer of the Company ("CEO"). Vacancies on the Compensation Committee shall be filled by election by the Board. For purposes hereof, an "independent" director is a director who satisfies the definition of "independent" set forth in the Company's Corporate Governance Guidelines.

2. Purpose, Duties and Responsibilities. The purpose of the Compensation Committee is to discharge the Board's responsibilities relating to compensation of the Company's executives; to review, assess, and approve overall Company strategies for attracting, developing, retaining and motivating management and employees; to build a succession of leadership talent for the Company; and to produce an annual report on executive compensation for inclusion in the Company's proxy statement in accordance with applicable rules and regulations. The duties and responsibilities of the Compensation Committee are to:

(a) Assist management and make recommendations to the Board in defining an executive compensation policy that (i) supports overall business strategy and objectives; (ii) attracts and retains key executives; (iii) links compensation with business objectives and organizational performance; and (iv) provides competitive compensation opportunities.

(b) Review and approve periodically a general compensation policy and salary structure for the Company's executive officers.

(c) Review and approve salary and incentive payments to executive officers.

(d) Review and approve Company goals and objectives relevant to CEO compensation including meeting with the CEO to discuss such goals and objectives, evaluate the CEO's performance in light of those goals and objectives, and have sole authority to set the CEO's compensation level based on this evaluation.

(e) Review and make recommendations to the Board with respect to incentive compensation and equity-based plans.

(f) Act on behalf of the Board in administering compensation plans approved by the Board and/or shareholders, in a manner consistent with the terms of such plans, including, as applicable, review of performance target goals established for the relevant plan year and determination of whether performance goals have been achieved at the end of the plan year.

(g) Review the outside directors compensation program for competitiveness and plan design, and recommend changes as appropriate.

(h) Review the management succession program for the CEO and selected senior executives.

(i) Promote a corporate environment that fosters diversity and review progress on diversity initiatives.

(j) Consult with and advise management on major policies affecting employee relations.

(k) Review the administration of the Company's profit sharing plans, including the evaluation of performance of the relevant plan year.

(l) Report to the shareholders regarding the Company's executive compensation practices and policies.

(m) Annually evaluate the performance of the Compensation Committee and the adequacy of the committee's charter.

(n) Perform such other duties and responsibilities as are consistent with the purpose of the Compensation Committee and as the Board or the Compensation Committee deems appropriate.

3. Outside advisors. The Compensation Committee has the authority to take any actions its considers appropriate to fulfill the above duties and responsibilities, including without limitation the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions, including without limitation sole authority to retain and terminate any compensation consulting firm, and to approve such firm's fees and other retention terms.

4. Meetings; Reporting to Board. The majority of the members of the Compensation Committee constitutes a quorum. The Compensation Committee may act by a majority vote at a meeting of the Committee or by a writing or writings signed by all of its members without a meeting. Meetings of the Compensation Committee will be held as often as may be necessary or appropriate at such times and places as the Compensation Committee determines. Such meetings may be held through any communications equipment if all persons participating can hear each other.

The Compensation Committee shall report regularly to the full Board with respect to its meetings, and concerning significant developments in the course of performing the duties and responsibilities set forth above or as otherwise requested by the Board.