S-8

As filed with the United States Securities and Exchange Commission on February 5, 2010

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CARDINAL HEALTH, INC.

(Exact name of registrant as specified in its charter)

Ohio	31-0958666
(State or other jurisdiction or incorporation or organization)	(I.R.S. Employer Identification No.)

7000 Cardinal Place

Dublin, Ohio 43017

(Address of Principal Executive Offices) (Zip Code)

Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2009 (as amended)

Cardinal Health 401(k) Savings Plan, as amended and restated January 1, 2006 (as amended)

(Full Title of the Plans)

Stephen T. Falk

Executive Vice President, General Counsel and Corporate Secretary

Cardinal Health, Inc.

7000 Cardinal Place

Dublin, Ohio 43017

(614) 757-5000

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Shares, without par value	3,560,000	$33.23	$118,298,800	$8,435
Deferred Compensation Obligations under the Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2009 (as amended)(3)	$40,000,000	100%	$40,000,000	$2,852

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, referred to as the Securities Act, this registration statement also covers additional common shares, without par value (“Common Shares”), of Cardinal Health, Inc. (the “Registrant”) as may become issuable pursuant to the anti-dilution provisions of the Cardinal Health Deferred Compensation Plan and the Cardinal Health 401(k) Savings Plan (collectively, the “Plans”). In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

(2) Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on February 1, 2010, within five business days prior to filing.

(3) The deferred compensation obligations are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the Cardinal Health Deferred Compensation Plan.

Statement Regarding Registration of Additional Securities Pursuant to General Instruction E

Cardinal Health, Inc. (the “Company”) has prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to increase (i) by 60,000 the number of Common Shares registered under the Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2009 (as amended); (ii) by 3,500,000 the number of Common Shares registered under the Cardinal Health 401(k) Savings Plan, as amended and restated effective January 1, 2006 (as amended); and (iii) by $40,000,000 the deferred compensation obligations under the Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2009 (as amended).

This registration statement incorporates by reference the contents of the Company’s Form S-8 registration statements, Registration Nos. 33-42357, 333-90423, 333-38198, and 333- 149107 filed with the Securities and Exchange Commission (“Commission”) on August 23, 1991, November 5, 1999, May 31, 2000, and February 7, 2008, respectively.

ITEM 4. DESCRIPTION OF SECURITIES

The deferred compensation obligations being registered pursuant to the Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2009 (as amended) (the “DCP”), represent obligations (“Obligations”) of the Company to pay deferred compensation in the future in accordance with the terms of the DCP, which is filed as Exhibits 4.3 through 4.4 to this Registration Statement. Eligible employees and non-employee members of the Board of Directors of the Company are entitled to defer receipt of certain compensation into the DCP. All benefits under the DCP are unfunded and the Company is not required to establish any special or separate fund or make any other segregation of assets in order to provide a source of payment for its obligations under the DCP; provided, however, that in order to provide a source of payment for its obligations under the DCP, the Company may establish a trust fund. The Obligations are general unsecured obligations of the Company subject to the claims of its general creditors.

The amount of compensation to be deferred by each participating eligible employee or Board member (individually, a “Participant” and collectively, the “Participants”) is determined in accordance with the DCP based on elections by each Participant.

Under the DCP, amounts credited to a Participant’s account are credited with deemed investment returns equal to the experience of certain investment funds offered under the DCP and selected by the Participant. Certain Participants may elect to have all or a portion of Participant’s account to be deemed invested in the Company’s Common Shares. The Obligations are generally payable upon a Participant’s separation from service with the Company, death or disability, subject to exceptions for in-service withdrawals upon the occurrence of an unforeseeable emergency. The Obligations generally are payable in cash in the form of a lump-sum distribution or in installments, at the election of the Participant.

A Participant may designate one or more beneficiaries to receive any portion of the Obligations payable in the event of death. Participants or beneficiaries may not anticipate, alienate, sell, transfer, assign or otherwise dispose of any right or interest in the plan in which they are participating. The Company reserves the right to amend or terminate the DCP.

ITEM 8. EXHIBITS

Exhibit Number	Description of Exhibit
4.1	Amended and Restated Articles of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report of Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373)
4.2	Restated Code of Regulation of the Registrant, as amended (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report of Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373)
4.3	Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.6.5 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2008, File No. 1-11373)
4.4	First Amendment to Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373)
4.5	Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006 (incorporated by reference to Exhibit 99.03 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, File No. 1-11373)
4.6	First Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006 (incorporated by reference to Exhibit 99.02 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 1-11373)
4.7	Second Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.8	Third Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.9	Fourth Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.10	Fifth Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.11	Sixth Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.12	Seventh Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.13	Eighth Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.14	Ninth Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
5.1	Opinion of Counsel
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel (included in Exhibit 5)
24.1	Power of Attorney (included in the signature page to this registration statement)

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dublin, State of Ohio, on February 5, 2010.

CARDINAL HEALTH, INC.
By:	/S/    GEORGE S. BARRETT
	George S. Barrett
	Chairman and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen T. Falk or Jeffrey W. Henderson and each of them, severally, as his/her attorney-in-fact and agent, with full power of substitution and re-substitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto any such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that any such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on February 5, 2010.

Signature	Title
/S/    GEORGE S. BARRETT	Chairman and Chief Executive Officer and
George S. Barrett	Director (principal executive officer)
/S/    JEFFREY W. HENDERSON	Chief Financial Officer (principal financial officer)
Jeffrey W. Henderson
/S/    STUART G. LAWS	Senior Vice President and Chief Accounting
Stuart G. Laws	Officer (principal accounting officer)
/S/    COLLEEN F. ARNOLD	Director
Colleen F. Arnold
/S/    GLENN A. BRITT	Director
Glenn A. Britt

/S/    CARRIE S. COX	Director
Carrie S. Cox
/S/    CALVIN DARDEN	Director
Calvin Darden
/S/    BRUCE L. DOWNEY	Director
Bruce L. Downey
/S/    JOHN F. FINN	Director
John F. Finn
/S/    GREGORY B. KENNY	Director
Gregory B. Kenny
/S/    JAMES J. MONGAN	Director
James J. Mongan
/S/    RICHARD C. NOTEBAERT	Director
Richard C. Notebaert
/S/    DAVID W. RAISBECK	Director
David W. Raisbeck
/S/    JEAN G. SPAULDING	Director
Jean G. Spaulding

Pursuant to the requirements of the Securities Act, the administrator of the Cardinal Health 401(k) Savings Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, State of Ohio, on the 5th day of February, 2010.

CARDINAL HEALTH 401(k) SAVINGS PLAN
By:	/S/     MONICA FOSTER
	Monica Foster
	Financial Benefit Plans Committee Member

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
4.1	Amended and Restated Articles of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report of Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373)
4.2	Restated Code of Regulation of the Registrant, as amended (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report of Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373)
4.3	Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.6.5 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2008, File No. 1-11373)
4.4	First Amendment to Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-11373)
4.5	Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006 (incorporated by reference to Exhibit 99.03 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2006, File No. 1-11373)
4.6	First Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006 (incorporated by reference to Exhibit 99.02 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, File No. 1-11373)
4.7	Second Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.8	Third Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.9	Fourth Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.10	Fifth Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.11	Sixth Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.12	Seventh Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.13	Eighth Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
4.14	Ninth Amendment to the Cardinal Health 401(k) Savings Plan, as amended and restated effective as of January 1, 2006
5.1	Opinion of Counsel
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel (included in Exhibit 5)
24.1	Power of Attorney (included in the signature page to this registration statement)

EX-4.7

Exhibit 4.7

SECOND AMENDMENT

TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

(As amended and restated effective January 1, 2006)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”), for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 12.02 of the Plan permits the amendment of the Plan at any time.

C. The Cardinal Health, Inc. Financial Benefit Plans Committee (the “Committee”) is authorized to approve the amendment of the Plan and documents related to the Plan’s administration.

D. The Committee desires to amend the Plan to provide for the acceptance of rollovers of participant loans into the Plan, and, for employees previously participating in the Viasys Healthcare Inc. Retirement and Savings Plan (the “Viasys Plan”), to provide for the acceptance of the existing provisions of such loans notwithstanding that provisions relating to the permissible term of such Viasys Plan loans, the number of loans per participant maintained by participants in the Viasys Plan or any other loan provisions of the Viasys Plan conflict with the loan provisions currently in place for the Plan.

E. The Committee also desires to amend the Plan to clarify the application of certain special vesting provisions applicable upon job elimination by the relocation and elaboration of such provisions within the Plan document.

F. The Committee also desires to amend the Plan to allow non-spouse beneficiaries of participants in the Plan to elect a direct rollover of Plan benefits to an individual retirement account or individual retirement annuity as permitted under and in conformance with the provisions of Internal Revenue Code Section 402(c)(11), pursuant to the Pension Protection Act of 2006.

Amendment of the Cardinal Health 401(k) Savings Plan

The Plan is hereby amended as set forth below effective July 1, 2007, unless some other effective date is specified herein.

1. The first paragraph of Section 3.12 of the Plan is hereby amended by adding a new fourth sentence to read as follows:

Subject to the approval of the Administrative Committee, such rollover amounts may also include any outstanding participant loans from another plan qualified under either Code Section 401(a) or 403(a) rolled over to the Plan in kind, provided such other qualified plan permits rollover of loans in kind.

2. Section 4.01 of the Plan and Schedule V of the Plan are hereby amended by removing paragraph F from Schedule V of the Plan and inserting such former paragraph F of Schedule V into Section 4.01 of the Plan as new paragraph C. of such Section.

3. The first sentence of such new Section 4.01C of the Plan, as modified herein, is hereby further amended to read as follows:

Non-highly Compensated Employees Subject to Job Elimination. A non-highly Compensated Employee who has completed one full year of Service but less than three years of Service and is terminated from employment under the terms of a designated reduction in force, a divestiture or designated layoff, shall receive additional vesting service hereunder as provided below.

4. Section 6.05B.ii of the Plan, defining “Eligible Retirement Plan,” is hereby amended by adding a new sentence to the end thereof to read as follows:

Effective July 1, 2007, subject to the provisions of Code Section 402(c)(11), Eligible Retirement Plan shall include an individual retirement plan described in Code Section 402(c)(8)(B)(i) or (ii) that is established for the purpose of receiving a distribution on behalf of an individual who is a designated Beneficiary of a deceased Employee or former Employee and who is not the surviving Spouse of such deceased Employee or former Employee, provided that the distribution is made in the form of a direct trustee-to-trustee transfer to such individual retirement plan.

5. Section 6.05B.iii of the Plan, defining “Distributee,” is hereby amended by adding a new sentence to the end thereof to read as follows:

Effective July 1, 2007, a Beneficiary of a deceased Employee or former Employee other than the Employee’s or former Employee’s surviving Spouse is a Distributee for the limited purpose identified in Section 6.05B.ii above.

6. Schedule V of the Plan is hereby further amended by adding a new paragraph F thereto to read as follows in its entirety:

F. Special Rules Regarding Former Participants in the Viasys Healthcare Inc. Retirement and Savings Plan. A Participant employed by Viasys Healthcare Inc. (“Viasys”) on July 1, 2007 and electing to rollover in kind to the Plan a loan or loans previously maintained under the Viasys Healthcare Inc. Retirement and Savings Plan (the “Viasys Plan”) that conformed to the provisions of Code Section 72(p) shall be permitted to rollover such loan(s) to the Plan in kind pursuant to Section 3.12 of the Plan, notwithstanding the fact that the term of such loan(s), the total number of loans maintained by the Participant under the Viasys Plan or other provisions of the Viasys Plan relating to the maintenance of participant loans do not conform to the loan provisions currently in place under the Plan. Loans rolled into the Plan in kind from the Viasys Plan shall continue to be governed by such repayment, availability and other such provisions as were in place at the inception of such loans under the Viasys Plan. Any new loans by Participants formerly employed by Viasys shall be governed by the terms of the Plan and by the loan policies and procedures established by the Administrative Committee.

7. Schedule I of the Plan, as amended, is hereby amended by the addition of the following Related Employer and Effective Date of Participation in the appropriate alphabetical location therein:

Viasys Healthcare Inc.

(Effective September 17, 2007)

8. All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC.
BY:	/s/ Susan Nelson
ITS:	Sr. V.P. Total Rewards
DATE:	8/22/07

EX-4.8

Exhibit 4.8

THIRD AMENDMENT

TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

(As amended and restated effective January 1, 2006)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”), for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 12.02 of the Plan permits the amendment of the Plan at any time.

C. The Cardinal Health, Inc. Financial Benefit Plans Committee (the “Committee”) is authorized to approve the amendment of the Plan and documents related to the Plan’s administration.

D. The Committee desires to amend the Plan to clarify the Plan’s loan procedures applicable to former participants under the Plan.

Amendment of the Cardinal Health 401(k) Savings Plan

The Plan is hereby amended as set forth below effective as of January 1, 2007.

1. The first paragraph of Section 6.06A of the Plan regarding loans to Plan participants is hereby clarified by adding a new last sentence to read as follows:

Notwithstanding the foregoing, a loan may be made available to a Former Participant who remains an active employee on an Employer’s payroll.

2. All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC.
BY:	/s/ Joan Kelly
ITS:	Sr. VP Total Rewards
DATE:	11/16/07

EX-4.9

Exhibit 4.9

FOURTH AMENDMENT TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

(As amended and restated effective January 1, 2006)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”), for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. The Cardinal Health, Inc. Financial Benefit Plans Committee (the “Committee”) is authorized to approve the amendment of the Plan and documents related to the Plan’s administration in accordance with Section 12.02 of the Plan.

C. The Committee desires to amend the Plan to provide for the acceptance of rollovers of participant loans from employees previously participating in the Enturia, Inc. 401(k) Savings and Retirement Plan.

Amendment of the Cardinal Health 401(k) Savings Plan

The Plan is hereby amended as set forth below effective as of May 12, 2008.

1. Schedule V of the Plan is hereby amended by adding a new paragraph G thereto reading as follows:

G. Special Rules Regarding Former Participants in the Enturia, Inc. 401(k) Savings and Retirement Plan. A Participant employed by Enturia, Inc. or any of its affiliated entities (collectively, “Enturia”) immediately prior to the acquisition of the assets of Enturia by the Employer and that immediately thereafter becomes an employee of an Employer, may elect to rollover in kind to the Plan one or more participant loans previously maintained under the Enturia, Inc. 401(k) Savings and Retirement Plan (the “Enturia Plan”) that conform to the provisions of Code Section 72(p), notwithstanding the fact that the term of such loan(s), the total number of loans maintained by the Participant under the Enturia Plan or other provisions of the Enturia Plan relating to the maintenance of participant loans do not conform to the loan provisions currently in place under the Plan. Loans rolled into the Plan in kind from the Enturia Plan shall continue to be governed by such repayment, availability and other provisions as were in place at the inception of such loans under the Enturia Plan. Any new loans by Participants formerly employed by Enturia shall be governed by the terms of the Plan and by the loan policies and procedures established by the Administrative Committee.

2. All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC.
BY:	/s/ Joan Kelly
ITS:	Sr. V.P., Total Rewards
DATE:	5-19-08

EX-4.10

Exhibit 4.10

FIFTH AMENDMENT TO THE

CARDINAL HEALTH 401(k) SAVINGS PLAN

(As amended and restated effective January 1, 2006)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”), for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. The Cardinal Health, Inc. Financial Benefit Plans Committee (the “Committee”) is authorized to approve the amendment of the Plan and documents related to the Plan’s administration in accordance with Section 12.02 of the Plan.

C. The Committee desires to amend the Plan to comply with the final regulations issued under Section 415 of the Internal Revenue Code of 1986, as amended (the “Code”), to designate the Cardinal Health common stock investment option under the Plan as an Employee Stock Ownership Plan, and to revise certain administrative provisions of the Plan.

Amendment of the Cardinal Health 401(k) Savings Plan

The Plan is hereby amended as set forth below effective as of January 1, 2008 unless another date is specified herein.

1. Schedule 7.04 of the Plan is hereby amended to read as follows:

Section 7.04 INDEMNITY BY EMPLOYER. Each Employer indemnifies and saves harmless the members of each Committee, any committee of the Board, the members of the Benefits Group, and each of them individually, from and against any and all loss (including reasonable attorneys’ fees and costs of defense) resulting from liability to which any such Committee, Benefits Group, or the members of a Committee or the Benefits Group, may be subjected by reason of any act or conduct in their official capacities in the administration of the Trust or this Plan or both, including all expenses reasonably incurred in their defense, in case the Employer fails to provide such defense. The indemnification provisions of this Section 7.04 shall not relieve any Committee or Benefits Group member from any liability he or she may have under ERISA for breach of a fiduciary duty to the extent such indemnification is prohibited by ERISA. Furthermore, the Committee and Benefits Group members and the Employer may execute a letter agreement further delineating the indemnification agreement of this Section 7.04, provided the letter agreement must be consistent with and shall not violate ERISA.

2. Effective as of January 1, 2009, a new Section 7.06, Employee Stock Ownership Plan, is hereby added to the Plan to read as follows:

Section 7.06 EMPLOYEE STOCK OWNERSHIP PLAN. Effective as of January 1, 2009, the Employer Common Stock Fund shall be designated an Employee Stock Ownership Plan (“ESOP”) within the meaning of Code Section 4975(e). All dividends paid with respect to shares of Company common stock held in the Trust shall (i) be retained by the Trustee and added to the corpus of the Trust and the Employer Common Stock Fund, (ii) be paid in cash directly to Plan Participants, Former Participants and Beneficiaries, or (iii) be paid to the Trustee and distributed in cash to Participants, Former Participants and Beneficiaries not later than ninety (90) days after the close of the Plan Year in which the dividend was paid. The

Administrative Committee shall determine, in its sole discretion, whether dividends will be paid directly to Participants, Former Participants and Beneficiaries or will be paid to the Trustee for distribution within ninety (90) days after the close of the Plan Year in which the dividend was paid. In the event of a distribution or payment of dividends to Participants, Former Participants and Beneficiaries, each Participant, Former Participant and Beneficiary of a deceased Participant shall receive the dividends paid on the shares of Company common stock allocated to his or her Account in the Plan on the dividend record date. Each Participant, Former Participant and Beneficiary with an account in the ESOP portion of the Plan shall be permitted to elect whether to have the dividends allocable to the shares of Company common stock held in his or her Account payable in cash or deposited to his or her Account in the ESOP portion of the Plan and reinvested in shares of the Company’s common stock. In the event a Participant, Former Participant or Beneficiary fails to make an election, dividends will be reinvested in the ESOP portion of the Plan. The Benefits Group shall establish procedures for the election to be offered to Participants, Former Participants and Beneficiaries that satisfy the following requirements:

(i) Participants, Former Participants and Beneficiaries shall be given a reasonable opportunity in which to make the election before the dividends are paid or distributed to them;

(ii) Participants, Former Participants and Beneficiaries shall be given a reasonable opportunity to change their elections at least annually; and

(iii) if there is a change in the Plan terms governing the manner in which the dividends are paid or distributed, Participants, Former Participants and Beneficiaries shall be given a reasonable opportunity to make elections under the new Plan terms before the first dividends subject to such new Plan terms are paid or distributed.

Notwithstanding the foregoing, if a Participant receives a hardship withdrawal under Section 6.01 of the Plan, such Participant must receive any dividends payable with respect to his or her interest in the ESOP portion of the Plan in cash. In addition, notwithstanding anything to the contrary in Section 4.01 of the Plan, a Participant shall always be treated as fully vested in dividends payable with respect to his or her interest in the ESOP portion of the Plan without regard to whether or not such Participant is fully vested in his or her Account in the Plan and the shares of Company common stock allocable to the Participant’s Account and on which such dividends are paid. The provisions of this Section 7.06 are intended to satisfy the requirements in Code Section 404(k)(2)(A)(iii) regarding the deductibility of dividends paid with respect to employer securities held by an employee stock ownership plan. Any modification or amendment of the Plan may be made retroactively, as necessary or appropriate, to meet any requirement of Code Section 404(k). The election provided under this Section is available only to the extent that the Company may deduct dividends paid with respect to employer securities held by the Employer Common Stock Fund under Code Section 404(k).

3. Section 8.05 is hereby amended by adding the following to the end thereof: “Notwithstanding the foregoing, Participants, Former Participants and Beneficiaries under the Plan shall be permitted to change their investment direction both as to future contributions to the Plan, if any, and with respect to existing Account balances, at any time. Accordingly there are no restrictions on the rights of a Participant, Former Participant or Beneficiary to diversify any amounts credited to his or her Account within the Employer Common Stock Fund.”

4. Section 8.09 is hereby amended by replacing “Employer” and “Employer’s” each place they appear in that Section with “Benefits Group” and “Benefits Group’s” and by adding the

-2-

following after the first sentence thereof: “All claims for benefits under the Plan or other claims related thereto must be made within one year of the date the Claimant became entitled thereto or, if later, knew or should have known that such claim existed.”

5. Section 9.16 is hereby amended by adding the following at the end thereof: “A Participant or Beneficiary shall notify the Benefits Group or the Trustee in writing if he or she believes there is any error in the statement of his or her Account in the Plan no more than one year after the date the statement was issued. Each statement of a Participant’s Account shall be deemed to be final and binding on the Participant or Beneficiary to whom it was issued upon the expiration of the one year period following the date the statement was issued.”

6. Section 9.17 is hereby amended by revising the second sentence thereof to read as follows: “The Trustee shall pay all expenses reasonably incurred by it or by the Employer, a Committee, or other professional advisers or administrators in the administration of the Plan from the Trust Fund. Such expenses may include the reimbursement of the Employer for the salary and expenses incurred by the Employer for employees who perform Plan administration services. The Employer, as a named fiduciary, shall provide written direction to the Trustee regarding the expenses to be paid or reimbursed from the Trust Fund.”

7. Sections IV.07 and IV.08 of Schedule IV of the Plan are hereby amended to read as follows:

Section IV.07. ANNUAL ADDITIONS—DEFINITIONS. For purposes of Section IV.08, the following definitions and rules of interpretation shall apply:

A. “Annual Additions” are the sum of the following amounts credited to a Participant’s Account for any Limitation Year:

(i) Compensation Deferral Contributions, Matching Contributions, and Qualified Matching Contributions;

(ii) Profit Sharing Contributions, Special Contributions, Transition Contributions provided in an applicable Appendix and Qualified Non-elective Contributions, if any;

(iii) Forfeitures, if any; and

(iv) Excess amounts reapplied to reduce Employer contributions under Section IV.08.

Except to the extent provided in Treasury Regulations, Annual Additions include any excess contributions described in Code Section 401(k), excess aggregate contributions described in Code Section 401(m), and excess deferrals described in Code Section 402(g), irrespective of whether the Plan distributes or forfeits such excess amounts. Annual Additions also include amounts allocated to an individual medical account (as defined in Code Section 415(l)(2)) included as part of a pension or annuity plan maintained by the Employer. Furthermore, Annual Additions include contributions attributable to post-retirement medical benefits allocated to the separate account of a Key Employee (as defined in Code Section 419(A)(d)(3)) under a welfare benefit fund (Code Section 419(e)) maintained by the Employer. However, Annual Additions do not include

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Restorative Payments allocated to a Participant’s Account. “Restorative Payments” are payments made to restore some or all of the Plan’s losses due to an action (or failure to act) by a Plan fiduciary that creates a reasonable risk of liability for a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan) under Title I of ERISA or under other applicable federal or state law so long as Participants who are similarly situated are treated similarly with respect to the payments. Restorative Payments include, but are not limited to, payments to the Plan made pursuant to a Department of Labor order, the Department of Labor’s Voluntary Fiduciary Correction Program, or a court-approved settlement, to restore losses to the Plan on account of a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). In addition, dividends paid by an employee stock ownership plan (ESOP) and reinvested in the ESOP under Code Section 404(k)(2)(A)(iii)(II) are not Annual Additions.

An Annual Addition is credited to a Participant’s Account for a Limitation Year if it is allocated to the Participant’s Account under the terms of the Plan as of any date within that Limitation Year. Similarly, an Annual Addition that is made pursuant to a corrective amendment that complies with the requirements of Treasury Regulations Section 1.401(a)(4)-11(g) is credited to a Participant’s Account for a Limitation Year if it is allocated to the Participant’s Account under the terms of the corrective amendment as of any date within that Limitation Year. However, if the allocation of an Annual Addition is dependent upon the satisfaction of a condition (such as continued employment or the occurrence of an event) that has not been satisfied by the date as of which the Annual Addition is allocated under the terms of the Plan, the Annual Addition is considered allocated as of the date the condition is satisfied.

Compensation Deferral Contributions, Matching Contributions, Qualified Matching Contributions, Profit Sharing Contributions, Special Contributions, Transition Contributions provided in an applicable Appendix and Qualified Non-elective Contributions, if any, are not treated as credited to a Participant’s Account for a Limitation Year unless the contributions are actually made to the Plan no later than 30 days after the end of the period described in Code Section 404(a)(6) applicable to the taxable year with or within which the Limitation Year ends. If contributions are made to the Plan after the end of the period during which contributions can be made and treated as credited to a Participant’s Account for a Limitation Year, allocations attributable to those contributions are treated as credited to the Participant’s Account for the Limitation Year during which those contributions are made. A forfeiture is treated as an Annual Addition for the Limitation Year that contains the date as of which it is allocated to a Participant’s Account as a forfeiture. If the Employer contributes an amount to a Participant’s Account with respect to a prior Limitation Year and such contribution is required by reason of such Participant’s rights under Code Section 414(u)(1), then such contribution is considered an Annual Addition for the Limitation Year to which the contribution relates instead of the Limitation Year in which the contribution is made.

If an amount is allocated to a Participant’s Account in a Limitation Year because of an erroneous forfeiture in a prior Limitation Year or because of an erroneous failure to allocate amounts in a prior Limitation Year, the corrective

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allocation will not be considered an Annual Addition with respect to the Participant for the Limitation Year in which the correction occurs, but will be considered an Annual Addition for the Limitation Year to which it relates. For purposes of the foregoing sentence, if the amount so contributed in the Limitation Year takes into account actual investment gains attributable to the period subsequent to the year to which the contribution relates, the portion of the total contribution that consists of such gains is not considered an Annual Addition for any Limitation Year.

B. “Company.” Any corporation that is a member of a controlled group of corporations (as defined in Section 414(b) of the Code as modified by Section 415(h)) that includes Cardinal Health, Inc., or any trades or businesses (whether or not incorporated) that are under common control (as defined in Section 414(c) of the Code as modified by Section 415(h)) with Cardinal Health, Inc., or a member of an affiliated service group (as defined in Code Section 414(m)) that includes Cardinal Health, Inc., or any other entity required to be aggregated with Cardinal Health, Inc., pursuant to regulations under Section 414(o) of the Code.

C. “Compensation.” With respect to the Limitation Year means Compensation as defined in Section 1.10 disregarding any exclusions from Compensation, other than the exclusions described in subparagraphs (i), (ii), (iii), and (iv) of Section 1.10A. For purposes of applying the limitations of this Schedule IV, Compensation for a Limitation Year is the Compensation actually paid or includible in gross income during such Limitation Year. In addition, for Limitation Years beginning on or after January 1, 2008, Compensation includes amounts that are includible in a Participant’s gross income under the rules of Code Section 409A or Code Section 457(f)(1)(A) or because the amounts are constructively received by the Participant. For Limitation Years beginning on and after January 1, 2008, Compensation shall not be greater than the limit under Code Section 401(a)(17) that applies to that year. Payments awarded by an administrative agency or court or pursuant to a bona fide agreement by the Employer to compensate an Employee for lost wages are Compensation for the Limitation Year to which the back pay relates, but only to the extent such payments represent Compensation that would otherwise be Compensation under this Section IV.07(C).

If a Participant is permanently and totally disabled (as defined in Code Section 22(e)(3)), the Participant’s Compensation means the Compensation the Participant would have received for the year if the Participant were paid at the rate of Compensation paid immediately before becoming permanently and totally disabled, if such Compensation is greater than the Participant’s Compensation determined without regard to this paragraph. However, this paragraph applies only if the Participant is not a Highly Compensated Employee immediately before becoming disabled and contributions made with respect to amounts treated as Compensation under this paragraph are Nonforfeitable when made.

Generally, in order to be taken into account for a Limitation Year, Compensation must be paid or treated as paid to the Employee before the Employee’s Severance from Employment with the Employer. In addition to the foregoing, for Limitation Years beginning on and after January 1, 2008, Compensation shall include Post-Severance Compensation paid by the later of:

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(i) two and one-half (2 ¹/2) months (or such other period as extended by subsequent Treasury Regulations or other published guidance) after Severance from Employment with the Employer; or (ii) the end of the Limitation Year that includes the date of the Employee’s Severance from Employment with the Employer. “Post-Severance Compensation” means payments that would have been included in the definition of Compensation if they were paid prior to the Employee’s Severance from Employment and the payments are: (i) regular Compensation for Services during the Participant’s regular working hours, Compensation for Services outside the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar compensation, if the payments would have been paid to the Employee if the Employee had continued in employment with the Employer; (ii) for accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use the leave if employment had continued; or (iii) received by an Employee pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the Employee at the same time if the Employee had continued in employment with the Employer and only to the extent the payment is includible in the Employee’s gross income. Any payments not described in the preceding sentence are not considered Post-Severance Compensation if paid after Severance from Employment, except for payments (i) to an individual who does not currently perform services for the Employer by reason of qualified military service (within the meaning of Code Section 414(u)(1)) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service; or (ii) to any Participant who is permanently and totally disabled (as defined in Code Section 22(e)(3)) if the Participant is not a Highly Compensated Employee immediately before becoming disabled.

D. “Defined Benefit Plan.” A retirement plan that does not provide for individual accounts for Employer contributions. The Administrative Committee shall treat all Defined Benefit Plans (whether or not terminated) maintained by the Employer as a single plan.

E. “Defined Contribution Plan.” A retirement plan that provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant’s account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants that the Administrative Committee may allocate to such Participant’s account. The Administrative Committee shall treat as a Defined Contribution Plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a Defined Benefit Plan maintained by the Employer and a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)). The Administrative Committee shall treat all Defined Contribution Plans (whether or not terminated) maintained by the Employer as a single plan.

F. “Limitation Year.” The Plan Year.

G. “Maximum Permissible Amount.” For a Limitation Year beginning on or after July 1, 2002, the maximum permissible amount with respect to any Participant shall be the lesser of:

(i) $40,000 (as adjusted in accordance with Code Section 415(d)), or

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(ii) 100% of the Participant’s Compensation for the Limitation Year.

The Compensation limit set forth in (ii) above, shall not apply to any contribution for medical benefits after Severance from Employment (within the meaning of Code Section 401(h) or Code Section 419(f)(2)), which is otherwise treated as an Annual Addition. If there is a short Limitation Year because of a change in Limitation Year, the Administrative Committee will multiply the $40,000 limitation (or larger limitation) by the following fraction:

Number of months in the short Limitation Year

12.

H. Required Plan Aggregation. For purposes of applying the limitations of Code Section 415(b), (c) and (e) applicable to a Participant for a particular Limitation Year, all qualified Defined Benefit Plans (without regard to whether a plan has been terminated) ever maintained by the Company will be treated as one Defined Benefit Plan and all qualified Defined Contribution Plans (without regard to whether a plan has been terminated) ever maintained by the Company will be treated as part of this Plan.

Section IV.08. ANNUAL ADDITION — LIMITATIONS. The amount of the Annual Addition that may be credited under this Plan to any Participant’s Account as of any allocation date shall not exceed the Maximum Permissible Amount reduced by the sum of any credits of Annual Additions made to the Participant’s Account under all Defined Contribution Plans as of any preceding allocation date within the Limitation Year.

If an allocation date of this Plan coincides with an allocation date of any other qualified Defined Contribution Plan maintained by the Company, the amount of the Annual Additions that may be credited under this Plan to any Participant’s Account as of such date shall be an amount equal to the product of the amount to be credited under this Plan without regard to this Article IV multiplied by the lesser of one or a fraction, the numerator of which is the amount described in this Section IV.08 during the Limitation Year and the denominator of which is the amount that would otherwise be credited on this allocation date under all Defined Contribution Plans without regard to this Schedule IV.

If contributions to this Plan on behalf of a Participant are to be reduced prior to their contribution to the Plan as a result of this Schedule IV, such reduction shall be effected by first reducing the amount of any Compensation Deferral Contributions (along with any corresponding Non-Safe Harbor Matching Contributions) on behalf of such Participant, and then, if necessary, by reducing the Employer Contributions and/or Transition Contributions that would otherwise have been allocated to a Participant’s Account. If, as a result of either (a) the allocation of forfeitures, or (b) a reasonable error in estimating a Participant’s Compensation, or (c) a reasonable error in determining the amount of Compensation Deferral Contributions that may be made for the Participant under Code Section 415, or (d) under the limited facts and circumstances that the Commissioner of Internal Revenue finds justify the availability of the

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rules set forth in subsections A-D of this Section IV.08, the allocation of Annual Additions under the terms of the Plan for a particular Participant would cause the limitations of Code Section 415 applicable to that Participant for the Limitation Year to be exceeded, the excess amounts shall not be deemed to be Annual Additions in that Limitation Year if they are treated as follows:

A. The excess amounts in the Participant’s Account consisting of Compensation Deferral Contributions and any gains attributable thereto shall be paid to the Participant as soon as administratively feasible. Any amount so distributed shall be disregarded for purposes of complying with the requirements of Code Section 402(g), the Actual Deferral Percentage test of Code Section 401(k)(3) and the Actual Contribution Percentage test of Code Section 401(m)(2).

B. The excess amounts in the Participant’s Account consisting of Employer Contributions, Non-Safe Harbor Matching Contributions or Transition Contributions provided in Schedule V shall be used to reduce Employer Contributions, Matching Contributions or Transition Contributions provided in an applicable Appendix respectively for the next Limitation Year (and succeeding Limitation Years, as necessary) for that Participant if that Participant is covered by the Plan as of the end of the Limitation Year. However, if that Participant is not covered by the Plan as of the end of the Limitation Year, then the excess amounts must be held unallocated in a suspense account for the Limitation Year and allocated and reallocated in the next Limitation Year to all of the remaining Participants in the Plan. If a suspense account is in existence at any time during a particular Limitation Year, other than the first Limitation Year described in the preceding sentence, all amounts in the suspense account must be allocated and reallocated to Participants’ Accounts (subject to the limitations of Code Section 415) before any contributions that would constitute Annual Additions may be made to the Plan for that Limitation Year. Furthermore, the excess amounts must be used to reduce Employer Contributions, Matching Contributions and Transition Contributions provided in Schedule V for the next Limitation Year (and succeeding Limitation Years, as necessary) for all of the remaining Participants in the Plan. For purposes of this subdivision, except as provided in Section IV.08.A, excess amounts may not be distributed to Participants or Former Participants.

C. In the event of termination of the Plan, the suspense account described above, shall revert to the Company to the extent it may not then be allocated to any Participant’s Account.

D. Notwithstanding any other provisions in this Schedule IV, the Company shall not contribute any amount that would cause an allocation to the suspense account as of the date the contribution is allocated. If the contribution is made prior to the date as of which it is to be allocated, then such contribution shall not exceed an amount that would cause an allocation to the suspense account if the date of contribution were an allocation date.

E. If a Participant’s Annual Additions would result in an excess amount for a Limitation Year, the excess amount will be deemed to consist of the Annual Additions last allocated except that Annual Additions attributable to a welfare benefit fund will be deemed to have been allocated first regardless of the actual allocation date.

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The correction methods set forth in subsections A-E, above, are not available for Limitation Years beginning on and after January 1, 2008. For Limitation Years beginning on and after January 1, 2008, corrections for excess Annual Additions shall be made in a manner consistent with the Employee Plans Compliance Resolution System (“EPCRS”) issued by the Internal Revenue Service, as in effect from time to time.

In any Plan Year in which the Administrative Committee deems it necessary to do so to meet the requirements of this Section or the Code and the Treasury Regulations thereunder, the Administrative Committee may further reduce the amount of Compensation Deferral Contributions that may be made to a Participant’s Account. The rules under Code Section 415(j) shall apply as appropriate for Limitation Years that begin on or after January 1, 2008. In no event shall a Participant’s benefit be double counted in the application of these aggregation rules. The limitations of this Section IV.08 shall be determined and applied taking into account the aggregation rules provided herein, and the aggregation rules not otherwise provided in this Section, as incorporated by reference from Treasury Regulations Section 1.415(f)-1. However, any increase in benefits resulting from the application of such rules in effect as of a Limitation Year beginning on or after January 1, 2008, shall apply only to Participants who have completed at least one (1) Hour of Service with the Employer after December 31, 2007.

8. All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC.
BY:	/s/ Monica Foster
ITS:	VP Benefits
DATE:	9/8/08

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EX-4.11

Exhibit 4.11

SIXTH AMENDMENT

TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

(As amended and restated effective January 1, 2006)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”), for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 12.02 of the Plan permits the amendment of the Plan at any time.

C. The Cardinal Health, Inc. Benefits Policy Committee (the “Committee”), with the concurrence of the Human Resources and Compensation Committee of the Board of Directors, authorized the amendment of the Plan to reduce the discretionary employer contribution under the Plan from 3% of “Compensation” (as defined in the Plan) to 2% of Compensation, effective as of April 17, 2009.

D. The Committee also desires to amend the Plan to provide for the accrual of the Employer Contribution and Special Contribution on the basis of the Employer’s payroll period applicable to the Participant, rather than on a Plan Year basis, in order to implement this mid-year reduction in the rate of accrual.

Amendment of the Cardinal Health 401(k) Savings Plan

The Plan is hereby amended as set forth below, effective as of January 1, 2009:

1. Section 3.03.B. of the Plan is hereby amended in its entirety to read as follows:

Accrual of Benefit. The Administrative Committee shall determine the accrual of a Participant’s benefit on the basis of an “Allocation Period”. For purposes of this Section, an “Allocation Period” shall be defined as the Employer’s payroll period applicable to the Participant. In allocating an Employer Contribution to a Participant’s Account, the Administrative Committee, subject to Section 10.01, shall take into account only Compensation paid to the Employee during the portion of the Allocation Period during which the Employee was a Participant. Notwithstanding any other provision to the contrary, an Employer or Special Contribution shall not be allocated to a Participant’s Account to the extent the contribution would exceed the Participant’s “Maximum Permissible Amount” as described in Schedule IV.

2. All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC.
By:	/s/ Monica Foster
Its:	VP Benefits
Date:	April 17, 2009

EX-4.12

Exhibit 4.12

SEVENTH AMENDMENT

TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

(As amended and restated effective January 1, 2006)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”), for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 12.02 of the Plan permits the amendment of the Plan at any time.

C. The Cardinal Health, Inc. Financial Benefit Plans Committee (the “Committee”) is authorized to approve the amendment of the Plan and documents related to the Plan’s administration.

D. The Committee desires to amend the Plan to exclude CareFusion Corporation (“CareFusion) and its subsidiaries from the definition of “Employer”, effective as of August 31, 2009, the first day of the payroll period during which such employees will cease to be eligible for participation in the Plan as a result of the spin-off of CareFusion and its subsidiaries from Cardinal Health as of 11:59 p.m. on said date.

Amendment of the Cardinal Health 401(k) Savings Plan

The Plan is hereby amended as set forth below, effective as of August 31, 2009.

1. A new sentence is hereby added to the end of Section 1.16 of the Plan to read as follows:

“Notwithstanding the foregoing, CareFusion Corporation and its subsidiaries shall cease to be classified as Employers under the terms of the Plan, effective as of August 31, 2009, one day prior to the day that CareFusion Corporation and its subsidiaries shall cease to be classified as Related Employers under the terms of the Plan.”

2. All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC.
By:	/s/ Monica Foster
Its:	VP Benefits
Date:	8/20/09

EX-4.13

Exhibit 4.13

EIGHTH AMENDMENT

TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

(As amended and restated effective January 1, 2006)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health” or the “Company”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”), for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 12.02 of the Plan permits the amendment of the Plan at any time.

C. The Cardinal Health, Inc. Benefits Policy Committee (the “Committee”) is authorized to approve the amendment of the Plan.

D. The Committee desires to amend the Plan to provide for the accrual and allocation of discretionary Employer Contributions and Special Contributions based on profitability of the Company on the basis of the Company’s fiscal year ending within the Plan Year, and to establish the employment requirements necessary to receive an allocation of the discretionary Employer or Special Contribution for a Plan Year, if any.

Amendment of the Cardinal Health 401(k) Savings Plan

The Plan is hereby amended as set forth below effective as of January 1, 2010:

1. Section 3.03 of the Plan is hereby amended in its entirety to read as follows:

Section 3.03 EMPLOYER AND SPECIAL CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT.

A. Method of Allocation.

(i) Employer Contributions. Subject to Article X and any restoration allocation required under Section 4.05, a percentage or portion of the annual discretionary Employer Contribution made pursuant to Section 3.02 shall be allocated and credited to the Account of each Participant who satisfies the conditions of Section 3.03B to be determined as follows:

Step One: Any Employer Contributions made during the Plan Year will be allocated among each eligible Participant’s Account, in the group of Participants for whom the Employer Contribution was made, in the ratio that the sum of the Participant’s total Compensation and Excess Compensation (as hereinafter defined) for the Compensation Determination Period (as hereinafter defined) bears to the sum of all such Participants’ total Compensation and Excess Compensation for the Compensation Determination Period. However, if the amount allocated to Participants’ Accounts under this Step One, as a percentage of the sum of their total Compensation and Excess Compensation, exceeds 5.7%, (or the percentage equal to the old-age insurance portion of the tax rate

under Code Section 3111(a) in effect for the Plan Year, if greater), then the amount of contributions allocated under this Step One shall be reduced to an amount that results in an allocation, as a percentage of the sum of each Participant’s total Compensation and Excess Compensation for the Plan Year, of no more than 5.7% (or the percentage equal to the old-age insurance portion of the tax rate under Code Section 3111(a) in effect for the Plan Year, if greater).

Step Two: Any Employer Contributions remaining after the allocation in Step One will be allocated among each eligible Participant’s Account, in the group of Participants for whom the Employer Contribution was made, in the ratio that each such Participant’s total Compensation for the Compensation Determination Period bears to the total Compensation of all such Participants for that Compensation Determination Period.

For the purposes of this Section, “Excess Compensation” means Compensation in excess of the taxable wage base, as determined under Section 230 of the Social Security Act, in effect on the first day of the Plan Year, and “Compensation Determination Period” means the twelve month period that corresponds to the fiscal year of the Company (currently, July 1 through June 30) ending within the Plan Year for which an Employer Contribution or Special Contribution is made.

(ii) Special Contributions. As an alternative or in addition to making Employer Contributions and allocating them in the manner described above, and subject to Article X and any restoration allocation described in Section 4.05, a Special Contribution may be made pursuant to Section 3.02 and, if made, a percentage or portion thereof shall be allocated and credited to the Account of each Participant who satisfies the conditions of Section 3.03B. Special Contributions, if any, shall be allocated among the Accounts of the group of eligible Participants for whom the contribution was made in the ratio that each such Participant’s Compensation for the Compensation Determination Period bears to the total Compensation of all such Participants for the Compensation Determination Period.

B. Accrual of Benefit. The Benefits Group shall determine the accrual of a Participant’s portion of any Employer Contribution or Special Contribution based on the Compensation Determination Period. In allocating an Employer Contribution or a Special Contribution to a Participant’s Account, the Benefits Group, subject to Section 10.01, shall take into account only Compensation paid to the Employee during the portion of the Compensation Determination Period during which the Employee was a Participant. In addition, a Participant shall not be entitled to receive an allocation of an Employer Contribution or a Special Contribution for a Plan Year unless the Participant was an Employee on the last day of the Compensation Determination Period ending within that Plan Year. The requirement to be employed on the last day of the Compensation Determination Period shall not apply to any Participant who terminated employment during the Compensation Determination Period as a result of death, Disability or Normal Retirement. In addition, if necessary to satisfy the requirements of Code Section 410(b), the Plan shall suspend the accrual requirement described herein for the number of Non-highly Compensated Employees, beginning with the least highly

compensated Non-highly Compensated Employee, necessary to meet such requirements. Notwithstanding any other provision to the contrary, an Employer or Special Contribution shall not be allocated to a Participant’s Account to the extent the contribution would exceed the Participant’s “Maximum Permissible Amount” as described in Schedule IV.

2. All other provisions of the Plan shall remain in full force and effect.

CARDINAL HEALTH, INC.
By:	/s/ Carole Watkins
Its:	Chief Human Resources Officer
Date:	Dec. 17, 2009

EX-4.14

Exhibit 4.14

NINTH AMENDMENT

TO THE

CARDINAL HEALTH 401(K) SAVINGS PLAN

(As amended and restated effective January 1, 2006)

Background Information

A. Cardinal Health, Inc. (“Cardinal Health” or the “Company”) previously adopted and currently maintains the Cardinal Health 401(k) Savings Plan (the “Plan”), for the benefit of employees of Cardinal Health and its subsidiaries and affiliates.

B. Section 12.02 of the Plan permits the amendment of the Plan at any time.

C. The Cardinal Health, Inc. Financial Benefit Plans Committee (the “Committee”) is authorized to approve the amendment of the Plan.

D. The Committee desires to amend the Plan to comply with the Pension Protection Act of 2006 (“PPA”), as subsequently amended by the Worker, Retiree, Employer Recovery Act of 2008 (“WRERA”), and intends this Amendment as good faith compliance with PPA’s requirements and the guidance issued thereunder.

E. The Committee also desires to amend the Plan to comply with the Heroes Earnings Assistance and Relief Tax Act of 2008 (the “HEART Act”) and intends this Amendment as good faith compliance with the HEART Act requirements and the guidance issued thereunder.

F. The Committee also desires to amend the Plan to reflect various other Plan design and administrative changes.

Amendment of the Cardinal Health 401(k) Savings Plan

The Plan is hereby amended as follows, effective as of the dates set forth below:

1. Effective January 1, 2009, the first paragraph of Section 1.10A. of the Plan, “Compensation,” is hereby amended by adding a new last sentence, to read as follows:

Compensation shall also include any differential wage payments (as defined in Code Section 3401(h)(2)) from the Employer, as required by Code Section 414(u)(12), as amended by the Heroes Earnings Assistance and Relief Tax Act of 2008 (the ‘HEART Act’).

2. Effective January 1, 2009, Section 1.15 of the Plan, “Employee,” is hereby amended by adding a new last paragraph, to read as follows:

An Employee also includes any individual in Qualified Military Service (as defined in Code Section 414(u)) who is receiving differential wage payments (as defined in Code Section 3401(h)(2)) from the Employer solely for the purposes of providing contributions, benefits and service credit with respect to Qualified Military Service, as applicable.

3. Effective January 1, 2009, Section 1.39J. of the Plan, “Service,” is hereby amended by adding a new last paragraph, to read as follows:

Service also includes any period of time during which any individual in Qualified Military Service (as defined in Code Section 414(u)) receives differential wage payments (as defined in Code Section 3401(h)(2)) from the Employer solely for purposes of providing contributions, benefits and service credit with respect to Qualified Military Service, as applicable.

4. Effective January 1, 2010, Section 3.03B. of the Plan, “Accrual of Benefit,” is hereby amended by adding a last new sentence, to read as follows:

Effective January 1, 2010, for purposes of this Section 3.03, a Participant who dies or becomes disabled on or after January 1, 2010 while performing Qualified Military Service (within the meaning of Code Section 414(u)) shall be treated as if he died or became disabled while actively employed.

5. Effective January 1, 2010, Section 3.07 of the Plan, “Matching Contribution Allocation and Accrual of Benefit,” is hereby amended by adding a last new sentence, to read as follows:

Effective January 1, 2010, for purposes of this Section 3.07, a Participant who dies or becomes disabled on or after January 1, 2010 while performing Qualified Military Service (within the meaning of Code Section 414(u)) shall be treated as if he died or became disabled while actively employed.

6. Effective January 1, 2007, Section 4.01A. of the Plan, “Vesting,” is hereby amended by adding a new last paragraph, to read as follows:

Effective January 1, 20007, for purposes of this Section 4.01, a Participant who dies or effective January 1, 2010, becomes disabled, while performing Qualified Military Service (within the meaning of Code Section 414(u)) shall be treated as if he died or became disabled while actively employed.

7. Effective January 1, 2007, the first sentence of the second paragraph of Section 5.02B. of the Plan “Distribution upon Severance from Employment Prior to Normal Retirement Age,” is hereby amended in its entirety, to read as follows:

The consent of the Participant, and the Participant’s Spouse, if applicable, shall be obtained in writing within the 90-day period (180 days effective January 1, 2007) ending on the “Annuity Starting Date.”

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8. Effective January 1, 2007, the second paragraph of Section 5.02B. of the Plan “Distribution upon Severance from Employment Prior to Normal Retirement Age,” is hereby further amended by revising the fourth sentence and adding a new fifth sentence, to read as follows:

Such notification shall include a general description of the material features, and an explanation of the relative values of, the optional forms of benefit, if any, available under the Plan in a manner that would satisfy the notice requirements of Code Section 411(a)(11) and its applicable Treasury Regulations (including, effective January 1, 2007 a description of the consequences of failing to defer receipt of a distribution). Further, such notice shall be provided not less than 30 days and no more than 90 days (180 days effective January 1, 2007) prior to the date of distribution.

9. Effective January 1, 2007, Section 5.06 of the Plan, “Distributions Upon Death,” is hereby amended by adding the following new subsection D., to read as follows:

D. In addition to the foregoing, in the case of a Participant who dies on or after January 1, 2007, while performing Qualified Military Service (as defined in Code Section 414(u)), the survivors of the Participant are entitled to any additional benefits that are provided under the Plan assuming the Participant resumed and then terminated employment on account of death. However, the deemed resumption of employment of the Participant shall be applied only to determine eligibility of a Beneficiary for any pre-retirement death benefits, and only to the extent required by published guidance, as incorporated herein.

10. Effective January 1, 2009, Section 5.07 of the Plan, “Revised Required Minimum Distributions,” is hereby amended by adding the following new subsection J., to read as follows:

J. Notwithstanding anything in this Section 5.07 to the contrary, a Participant or Beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Code Section 401(a)(9)(H) (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will not receive those distributions for 2009 unless the Participant or Beneficiary affirmatively elects to receive such distributions.

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11. Effective January 1, 2009, Section 5.08 of the Plan, “Designation of Beneficiary,” is hereby amended by adding a new paragraph, to read as follows:

The termination of a Participant’s marriage shall not automatically result in a revocation or change of the Participant’s Beneficiary designation. Further, no provision in any court order, judgment, decree, or similar document shall be effective to revoke or change a Participant’s Beneficiary designation, except to the extent that such order, judgment or decree is determined to be a qualified domestic relations order that must be honored by the Plan. A Participant’s Beneficiary designation may be changed only by the Participant making a new Beneficiary designation in writing on the form required by the Administrative Committee and filing the form with the Administrative Committee. Any new Beneficiary designation, change or revocation by a Participant shall be effective only if it is received by the Administrative Committee before the Participant’s death.

12. Effective January 1, 2009, Section 5.16 of the Plan, “No Distribution Prior to Severance from Employment, Death, or Disability,” is hereby amended by adding a new last paragraph, to read as follows:

Notwithstanding the foregoing, effective January 1, 2009, as required by Code Section 414(u), as amended by the HEART Act, a Participant in Qualified Military Service (within the meaning of Code Section 414(u)) shall be treated as having incurred a Severance from Employment for purposes of eligibility to receive a distribution from his Account. However, if a Participant obtains a distribution according to the foregoing provision, such Participant’s Compensation Deferrals to this Plan shall be suspended for 6 months following the date of the distribution.

13. Effective January 1, 2007, Section 6.05B.(i) of the Plan, “Eligible Rollover Distribution,” is hereby amended by adding a new last sentence, to read as follows:

In addition, the portion of any distribution on and after January 1, 2007 that consists of after-tax contributions which are not includible in gross income may be transferred (in a direct trustee-to-trustee transfer) to a qualified defined benefit plan or a Code Section 403(b) tax-sheltered annuity that agrees to separately account for amounts so transferred (and the earnings thereon), including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution which is not so includible.

14. Effective January 1, 2009, Section 6.05B.(i) of the Plan, “Eligible Rollover Distribution,” is hereby further amended by adding a new last sentence, to read as follows:

In addition, 2009 RMDs and Extended 2009 RMDs, as defined in Section 5.07J. of the Plan, will be treated as Eligible Rollover Distributions in 2009.

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15. Effective January 1, 2008, the first sentence of Section 6.05B.(ii) of the Plan, “Eligible Retirement Plan,” is hereby amended it its entirety, to read as follows:

An Eligible Retirement Plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), a qualified trust described in Code Section 401(a), an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, and, effective January 1, 2008, a Roth individual retirement arrangement within the meaning of Code Section 408A, and which accepts the Distributee’s Eligible Rollover Distribution.

16. Effective January 1, 2007, Section 6.05B.(iv) of the Plan, “Direct Rollover,” is hereby amended by adding the following new last sentences, to read as follows:

In the case of a non-spouse Beneficiary, a Direct Rollover may be made only to an individual retirement account or annuity described in Code Sections 408(a) or 408(b) that is established on behalf of the designated Beneficiary and that will be treated as an inherited individual retirement account within the meaning of Code Section 408(d)(3)(C) pursuant to the provisions of Code Section 402(c)(11). Also, in this case, the determination of any required minimum distribution under Code Section 401(a)(9) that is ineligible for rollover shall be made in accordance with Notice 2007-7, Q&A 17 and 18, 2007-5 I.R.B. 395, or with any subsequent published guidance.

17. Effective January 1, 2009, the Plan is hereby amended by adding a new Section 8.12, to read as follows:

Section 8.12 STATUTE OF LIMITATIONS FOR CIVIL ACTIONS. For purposes of filing any civil action against the Plan upon the exhaustion of all other available administrative remedies, including under Section 502(a) of ERISA, legal action may be brought no later than one year from the date of completion of the Plan’s claims appeal process, or if earlier, one year from the date the Claimant became entitled thereto or, if later, knew or should have known that such claim existed.

18. Effective January 1, 2009, Section 9.01 of the Plan, “Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration,” is hereby amended by adding a new last sentence, to read as follows:

The Trustee shall be responsible to ensure that contributions are made to the Trust only to the extent required by the terms of the Trust or applicable law.

19. Effective January 1, 2008, Section 9.16 of the Plan, “Individual Statement,” is hereby amended in its entirety, to read as follows:

As soon as practicable after the end of each calendar quarter, but within the time prescribed by ERISA and the regulations under ERISA, and at such other times as determined by the Administrative Committee in its discretion, the Administrative

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Committee, or its designee, will deliver to each Participant (and to each Beneficiary of a deceased Participant) a statement reflecting the condition of his Account in the Trust as of that date and such other information ERISA requires to be furnished the Participant or Beneficiary. In addition, subject to the requirements of ERISA, the Administrative Committee, or its designee, shall provide to any Participant or Beneficiary of a deceased Participant who so requests in writing, a statement indicating the total value of his Account and the Nonforfeitable portion of such Account, if any. The Administrative Committee, or its designee, shall also furnish a written statement to any Participant who terminates employment during the Plan Year and is entitled to a deferred vested benefit under the Plan as of the end of the Plan Year, if no retirement benefits have been paid with respect to such Participant during the Plan Year. No Participant, except a member of the Administrative Committee and their designees, shall have the right to inspect the records reflecting the Account of any other Participant. A Participant or Beneficiary shall notify the Administrative Committee or Trustee in writing if he believes there is an error in the statement of his Account in the Plan no more than one year after the date the statement was issued. Each statement of a Participant’s Account shall be deemed to be final and binding on the Participant or Beneficiary to whom it was issued upon the expiration of the one year period following the date the statement was issued.

20. Effective January 1, 2007, the second sentence of Schedule IIIA. of the Plan “Application of Qualified Joint and Survivor Annuity”, is hereby amended in its entirety, to read as follows:

The Trustee shall distribute the Nonforfeitable Account balance of a Participant to whom this Section applies in the form of a “Qualified Joint and Survivor Annuity,” unless the Participant makes a valid waiver election (described in B) within the 90-day period (180 days effective January 1, 2007) ending on the “Annuity Starting Date.”

21. Effective January 1, 2007, the first paragraph of Schedule IIIB. of the Plan “Waiver Election – Qualified Joint and Survivor Annuity,” is hereby amended by revising the first sentence, to read as follows:

With respect only to those Participants subject to this Schedule III, no less than 30 days (or 7 days, if the 30-day period is waived by the Participant and the Participant’s Spouse, if applicable), nor more than 90 days (180 days effective January 1, 2007) before the Participant’s Annuity Starting Date, such Participants shall be provided with a written explanation of the terms and conditions of the Qualified Joint and Survivor Annuity, the Participant’s right to make, and the effect of, an election to waive the Qualified Joint and Survivor Annuity form of benefit, the rights of the Participant’s Spouse regarding the waiver election, and the Participant’s right to make, and the effect of, a revocation of a waiver election.

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22. Effective January 1, 2008, the second sentence of Section IV03.D. of the Plan is hereby deleted in its entirety and replaced with the following:

Such adjustments shall include any income or loss through the end of the Plan Year in which the excess arose. For corrective distributions that are made for the Plan Year beginning January 1, 2007, such adjustments shall also include any income or loss for the period from the end of the taxable year in which the excess arose up to the date of distribution (the ‘Gap Period’). Gap Period adjustments shall not be made for Plan Years beginning on and after January 1, 2008. For Plan Years beginning prior to January 1, 2007, Gap Period adjustments are made only in the discretion of the Plan Administrator.

23. All other Plan provisions shall remain in full force and effect.

CARDINAL HEALTH, INC.
By:	/s/ Monica Foster
Its:	VP Benefits
Date:	12/15/09

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EX-5.1

Exhibit 5.1

[LETTERHEAD OF CARDINAL HEALTH, INC.]

February 5, 2010

Board of Directors

Cardinal Health, Inc.

7000 Cardinal Place

Dublin, Ohio 43107

Re: Registration Statement on Form S-8 by Cardinal Health, Inc.

Ladies and Gentlemen:

I am Vice President and Associate General Counsel of Cardinal Health, Inc., an Ohio corporation (the “Company”). I have acted as counsel to the Company in connection with the Company’s Registration Statement on Form S-8 filed under the U.S. Securities Act of 1933, as amended (the “Act”), relating to: (a) the increase of an aggregate of 3,560,000 common shares, without par value (the “Common Shares”), of the Company issuable pursuant to the Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2009 (as amended) (the “DCP”) and the Cardinal Health 401(k) Savings Plan, as amended and restated effective January 1, 2006 (as amended) (collectively, the “Plans”), and (b) registration of up to $40,000,000 in aggregate value of deferred compensation obligations (the “Obligations”), which represent unsecured obligations of the Company to pay deferred compensation to eligible participants in the future in accordance with the terms of the DCP.

In rendering this opinion, I have examined such documents and records, including an examination of originals or copies certified or otherwise identified to my satisfaction, and matters of law as I have deemed necessary for purposes of this opinion.

Based on the foregoing, and subject to the further qualifications and limitations stated herein, I am of the opinion that (i) the Common Shares, that may be issued or delivered and sold pursuant to the Plans will be, when issued or delivered and sold in accordance with such Plans, duly authorized, validly issued, fully paid and nonassessable and (ii) upon completion of the actions being taken or contemplated by me as Company counsel to be taken in administering the DCP, the Obligations will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, garnishment or other similar laws related to or affecting the enforcement of creditors’ rights generally and by general principles of equity.

My examination, or the examination by attorneys under my supervision, of matters of law in connection with the opinions expressed herein has been limited to, and accordingly my opinions herein are limited to, the corporation laws of the State of Ohio. I express no opinion as to the effect of the laws of any other jurisdiction. In addition, I have assumed that the resolutions authorizing the Company to issue or deliver and sell the Common Shares pursuant to the Plans will be in full force and effect at all times at which such Common Shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions.

I hereby consent to the filing of this Opinion as Exhibit 5 to the Registration Statement and the reference to me in Item 5 of Part II of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of person whose consent is required under Section 7 of the Act or the rules and regulations of the U.S. Securities and Exchange Commission.

Very truly yours,

/s/ James E. Barnett

James E. Barnett

Vice President and Associate

General Counsel

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Cardinal Health Deferred Compensation Plan (as amended and restated effective January 1, 2009) and the Cardinal Health 401(k) Savings Plan (as amended and restated January 1, 2006) of our reports (a) dated August 27, 2009, except for the impact of the matters discussed in Notes 1, 7, 17 and 21 pertaining to discontinued operations and reportable segments, as to which the date is November 16, 2009, with respect to the consolidated financial statements and financial statement schedule of Cardinal Health, Inc. included in its Current Report on Form 8-K dated November 16, 2009 and of our report dated August 27, 2009 with respect to the effectiveness of internal control over financial reporting of Cardinal Health Inc. included in its Annual Report (Form 10-K) for the fiscal year ended June 30, 2009 and (b) dated June 22, 2009, with respect to the financial statements and schedules of the Cardinal Health 401(k) Savings Plan included in the Plan’s Annual Report (Form 11-K) for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Ernst & Young LLP

Columbus, Ohio

February 5, 2010