Human Resources and Compensation Committee

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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. Vacancies on the Compensation Committee shall be filled by appointment 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. Additionally, members of the Compensation Committee must qualify as "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code of 1986.

Purpose, duties and responsibilities
The purpose of the Compensation Committee is to discharge the Board's responsibilities relating to compensation of the Company's Section 16 officers (as defined in Rule 16a-1 issued under the Securities Exchange Act of 1934); to review Company strategies for attracting, developing, retaining and motivating management and employees; to review the succession of leadership talent for the Company; and to review the Compensation Discussion and Analysis and produce a Compensation Committee report 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:

1. Periodically review and approve 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.
2. Review and approve compensation for the Chief Executive Officer ("CEO"), including reviewing and approving relevant goals and objectives and evaluating the CEO's performance in light of those goals and objectives.
3. Review and approve compensation for the Company's Section 16 officers other than the CEO and oversee their evaluations.
4. Review and make recommendations to the Board with respect to the adoption of equity-based compensation, incentive compensation and other employee benefit plans that are subject to Board approval.
5. (i) Act on behalf of the Board in administering equity-based compensation, incentive compensation and other employee benefit plans approved by the Board and/or shareholders in a manner consistent with the terms of such plans, unless otherwise specified by the Board or by the terms of the plan or as delegated by the Compensation Committee, and (ii) in that administrative capacity, discharge any responsibilities imposed on the Compensation Committee under those plans, including making and authorizing grants, establishing performance goals for the relevant period and determining whether performance goals have been achieved at the end of the period.
6. Review the outside directors' compensation program for competitiveness and plan design, and recommend changes to the Board as appropriate.
   
7. Review and report to the Board on the management succession program for the CEO and selected senior executives.
   
8. Oversee workplace diversity initiatives and progress.
   
9. Consult with and advise management on major policies affecting employee relations.
   
10. Oversee the actions of any person or group to whom it delegates its authority.
    
11. Review and discuss the Compensation Discussion and Analysis with management, make recommendations to the Board to include the Compensation Discussion and Analysis in the Company's proxy statement, and produce a Compensation Committee report for inclusion in the Company's proxy statement.
    
12. Annually evaluate the performance of the Compensation Committee and the adequacy of the Compensation Committee's charter.
    
13. 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.
    

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 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.

Subcommittees and delegation
To the extent permitted by law or regulation, the Compensation Committee may delegate authority to one or more members of the Compensation Committee, executives or other employees of the Company, and may form and delegate authority to subcommittees and committees of executives and other employees of the Company, except that the Compensation Committee may not delegate authority to approve compensation for the Company's Section 16 officers to any person or committee (other than to a subcommittee consisting of exclusively of at least three members of the Compensation Committee).

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 at least four times a year 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 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.