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                                                                    EXHIBIT 4(b)


                              CARDINAL HEALTH, INC.
                                OUTSIDE DIRECTORS
                              EQUITY INCENTIVE PLAN

| PURPOSE

The purpose of the Cardinal Health, Inc. Outside Directors Equity Incentive Plan
(the "Plan") is to assist Cardinal Health, Inc. (the "Company") in attracting
and retaining qualified members of its Board of Directors. The Plan provides for
equity ownership opportunities to directors in order to encourage and enable
them to participate in the Company's future prosperity and growth and to better
match the interests of directors with those of shareholders.
These objectives will be promoted through the granting to Outside Directors
(defined below) of equity-based awards ("awards"). The types of awards that may
be granted under the Plan are options ("Stock Options") to purchase Shares
(defined below) and grants of Shares subject to Section 6 ("Restricted Shares").

| ADMINISTRATION

The Plan shall be administered by the Human Resources and Compensation Committee
(the "Committee") of the Company's Board of Directors which shall have the power
and authority to grant Stock Options and Restricted Shares to members of the
Board of Directors of the Company who do not serve as employees of the Company
("Outside Directors"). In particular, the Committee shall have the authority to:
(i) select Outside Directors as recipients of awards; (ii) determine the number
and type of awards to be granted; (iii) determine the terms and conditions, not
inconsistent with the terms hereof, of any award; (iv) adopt, alter and repeal
such administrative rules, guidelines and practices governing the Plan as it
shall, from time to time, deem advisable; (v) interpret the terms and provisions
of the Plan and any award granted and any agreements relating thereto; and (vi)
take any other actions the Committee considers appropriate in connection with,
and otherwise supervise the administration of, the Plan. All decisions made by
the Committee pursuant to the provisions hereof shall be made in the Committee's
sole discretion and shall be final and binding on all persons.

| ELIGIBILITY

Only Outside Directors are eligible to receive awards under this Plan. Members
of the Committee who are Outside Directors are eligible to receive awards.

| SHARES SUBJECT TO PLAN

The total number of the Company's common shares, without par value ("Shares"),
reserved and available for issuance pursuant to awards hereunder ("Available
Shares") shall be 1 million. The Available Shares may consist, in whole or in
part, of authorized but unissued Shares, treasury Shares, or previously issued
Shares re-acquired by the Company, including Shares purchased on the open
market.

In the event of any stock dividend, stock split, share combination, corporate
separation or division (including, but not limited to, split-up, spin-off,
split-off or distribution to the Company's shareholders other than a normal cash
dividend), or partial or complete liquidation, or any other corporate
transaction or event having any effect similar to any of the foregoing, then the
aggregate number of Shares reserved for issuance under the Plan, the number and
exercise price of Shares subject to outstanding Stock Options, the purchase
price for Restricted Shares, the number of Shares granted by a Restricted Share
award, and any other characteristics or terms of the awards or Plan limitations
as the Committee shall deem necessary or appropriate to reflect equitably the
effects of such changes shall be appropriately substituted for new shares or
adjusted, as determined by the Committee in its discretion. If any
recapitalization, reorganization, reclassification, consolidation, merger of the
Company or any sale of all or substantially all of the Company's assets to
another person or entity or other transaction which is effected in such a way
that holders of Shares are entitled to receive (either directly or upon
subsequent liquidation) stock, securities, or assets with respect to or in
exchange for Shares (each an "Organic Change") shall occur, in lieu of the
Shares



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issuable upon exercise of a Stock Option or pursuant to any other award
under the Plan, the Stock Option shall thereafter be exercisable for and other
awards shall be issuable in such shares of stock, securities or assets
(including cash) as may be issued or payable with respect to or in exchange for
the number of Shares immediately theretofore acquirable pursuant to such award
had such Organic Change not taken place (whether or not such Stock Option is
then exercisable or other awards are then vested) after giving effect to any
adjustments otherwise required or permitted under this Plan.

| STOCK OPTIONS

Any Stock Options granted under the Plan shall be in such form as the Committee
may from time to time approve and the provisions of Stock Option awards need not
be the same with respect to each optionee. Stock Options granted under the Plan
will be options that are not intended to qualify as incentive stock options
under Section 422 of the Internal Revenue Code of 1986, as amended ("NQSOs").

Stock Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions not
inconsistent with the terms of the Plan as the Committee deems appropriate.

Eligibility and Grant. All Stock Options shall be evidenced by a written
agreement, which shall be dated as of the date on which a Stock Option is
granted, signed (electronically or otherwise) by an officer of the Company
authorized by the Committee, and signed (electronically or otherwise) by the
Outside Director. Such agreement shall describe the Stock Options and state that
such Stock Options are subject to all terms and provisions of the Plan.

Exercise of Stock Options. Stock Options shall become exercisable at such time
or times and subject to such terms and conditions (including, without
limitation, installment or cliff exercise provisions) as shall be determined by
the Committee. The Committee shall have the authority, in its discretion, to
accelerate the time at which a Stock Option shall be exercisable whenever it may
determine that such action is appropriate by reason of changes in applicable tax
or other law or other changes in circumstances occurring after the award of such
Stock Options.

Exercise Price. The exercise price per Share purchasable under a Stock Option
shall be equal to the fair market value on the day the Stock Option is granted.

Maximum Term. Each Stock Option shall be exercisable for ten (10) years from the
date of grant.

Transferability of Stock Options. Except as otherwise provided hereunder, Stock
Options shall be transferable by the Outside Director only with prior approval
of the Committee. Any attempted transfer without Committee approval shall be
null and void. Unless Committee approval of the transfer shall have been
obtained, all Stock Options shall be exercisable during the Outside Director's
lifetime only by the Outside Director or the Outside Director's legal
representative. Without limiting the generality of the foregoing, the Committee
may, in the manner established by the Committee, provide for the irrevocable
transfer, without payment of consideration, of any Stock Option by an Outside
Director to a member of the Outside Director's family or to a family entity. In
such case, the Stock Option shall be exercisable only by such transferee. For
purposes of this provision: (i) an Outside Director's "family" shall include the
Outside Director's child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including through adoptive relationships, and any person sharing the Outside
Director's household (other than a tenant or employee); and (ii) a "family
entity" shall include a trust in which the foregoing persons have more than
fifty percent of the beneficial interest, a foundation in which the foregoing
persons (or the Outside Director) control the management of assets, and any
other entity in which the foregoing persons (or the Outside Director) own more
than fifty percent of the voting interests; and (iii) neither a transfer under a
domestic relations order in settlement of marital property rights nor a transfer
to an entity in which more than fifty percent of the voting interests are owned
by family members (or the Outside Director) in exchange for an interest in that
entity shall be considered to be a transfer for consideration.

Method of Exercise. Stock Options may be exercised in whole or in part by giving
written notice of exercise to the Company specifying the number of Shares to be
purchased. No Shares shall be transferred until full payment therefor has been
made. Payment for exercise of a Stock Option may be made (i) in cash, (ii) by
delivery of Shares


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already owned by the Outside Director, (iii) by attestation of ownership of such
already-owned Shares, (iv) by delivery of cash on the extension of credit by a
broker-dealer to whom the Outside Director has submitted a notice of exercise or
an irrevocable election to effect such extension of credit, or (v) by any
combination of the foregoing.

Termination of Option. Except as otherwise provided herein, unless otherwise
determined by the Committee at or after grant or termination, if an Outside
Director ceases to be a member of the Company's Board of Directors for any
reason, then all Stock Options or any unexercised portion of such Stock Options
which otherwise are exercisable shall remain exercisable until expiration of the
original term of such Stock Options.

| RESTRICTED SHARES

Restricted Shares may be granted to Outside Directors alone or in addition to
other awards granted under the Plan. Any Restricted Shares granted under the
Plan shall be subject to the following restrictions and conditions, and shall
contain such additional terms and conditions not inconsistent with the terms of
the Plan as the Committee deems appropriate. The provisions of Restricted Share
awards need not be the same with respect to each recipient.

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

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

Share Restrictions. Subject to the provisions of this Plan and the applicable
Restricted Share Award Agreement, during a period set by the Committee
commencing with the date of such award and ending on such date as determined by
the Committee at grant (the "Restriction Period"), the participant shall not be
permitted to sell, transfer, pledge, assign or otherwise encumber shares of
Restricted Shares awarded under the Plan. The Committee shall have the
authority, in its absolute discretion, to accelerate the time at which any or
all of the restrictions shall lapse with respect to any Restricted Shares or to
remove any or all restrictions after the grant of such Restricted Shares. Unless
otherwise determined by the Committee at or after grant or termination of
service, if a participant's service to the Company terminates during the
Restriction Period, all Restricted Shares held by such participant still subject
to restriction shall be forfeited by the participant.

Stock Certificate and Legends. Each participant receiving a Restricted Share
award shall be issued a stock certificate or book-entry account on the Company's
transfer agent's records in respect of such Restricted Shares. Such certificate
or book entry shall be registered in the name of the participant. The Committee
may require that any stock certificates evidencing such Shares be held in
custody by the Company until the restrictions thereon shall have lapsed, and
that, as a condition of any Restricted Shares award, the participant shall have
delivered a stock power, endorsed in blank, relating to the Shares covered by
such award.


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Shareholder Rights. Except as provided in this Section 6, the recipient shall
have, with respect to the Restricted Shares covered by any award, all of the
rights of a shareholder of the Company, including the right to vote the Shares,
and the right to receive any dividends or other distributions, with respect to
the Shares, but subject, however, to those restrictions placed on such Shares
pursuant to this Plan and as specified by the Committee in the Restricted Share
Award Agreement.

Expiration of Restriction Period. If and when the Restriction Period expires
without a prior forfeiture of the Restricted Shares subject to such Restriction
Period, unrestricted certificates for such shares shall be delivered to the
participant.

| AMENDMENTS AND TERMINATION

The Board may amend, alter or discontinue the Plan; provided, however, no
amendment, alteration or discontinuation shall be made (i) which would impair
the rights of an optionee, participant or transferee pursuant to Section 5(e)
under any award theretofore granted, without the optionee's, participant's or
transferee's consent, except for amendments made to cause the Plan or such award
to comply with applicable law, stock exchange rules or accounting rules; or (ii)
without the approval of the Company's shareholders to the extent such approval
is required by applicable law, regulation or stock exchange rule.

Subject to the above provisions, the Company's Board of Directors shall have
authority to amend the Plan to take into account changes in applicable tax and
securities laws and accounting rules, as well as other developments.

| UNFUNDED STATUS OF PLAN

The Plan is intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments or deliveries of Shares not yet made
by the Company to a participant, optionee or transferee, nothing contained
herein shall give any such participant, optionee or transferee any rights that
are greater than those of a general creditor of the Company. The Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Shares or payments hereunder consistent with
the foregoing.

| GENERAL PROVISIONS

Share Transfer and Distribution. The Committee may require each person
purchasing Shares pursuant to a Stock Option or Restricted Share award under the
Plan to represent to and agree with the Company, in writing, that the optionee
or participant is acquiring the Shares without a view to the distribution
thereof. Any certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.

All Shares or other securities delivered under the Plan shall be subject to such
stop-transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Shares are then listed
and any applicable federal or state securities law, and the Committee may cause
a legend or legends to be put on any certificates evidencing such Shares to make
appropriate reference to such restrictions.
The Company shall not be required to deliver any Shares or other securities
under the Plan prior to such registration or other qualification of such Shares
or other securities under any state or federal law, rule or regulation as the
Committee shall determine to be necessary or advisable.

Additional Arrangements. Nothing contained in this Plan shall prevent the
Company from adopting other or additional compensation arrangements for its
employees, consultants or Outside Directors.

No Right to Award or Retention as Director. No person shall have any claim or
right to be granted an award under this Plan and the grant of an award shall not
confer upon any participant any right to be retained as a director of the
Company, nor shall it interfere in any way with the right of the Company to
terminate the service as a director of any of the Plan's participants at any
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Tax Withholding. The Company shall have the right to require the grantee of
Restricted Shares, or other person receiving such Shares, to pay the Company the
amount of any taxes which the Company is required to withhold with respect to
such Shares or, in lieu thereof, to retain, or sell without notice, a sufficient
number of Shares held by it to cover the amount required to be withheld. The
Company shall have the right to deduct from all dividends paid with respect to
Restricted Shares the amount of any taxes which the Company is required to
withhold with respect to such dividend payments.

The Company shall also have the right to require an optionee to pay to the
Company the amount of any taxes which the Company is required to withhold with
respect to the receipt by the optionee of Shares pursuant to the exercise of a
Stock Option, or, in lieu thereof, to retain, or sell without notice, a number
of Shares sufficient to cover the amount required to be withheld.
In the case of any amounts withheld for taxes pursuant to this provision in the
form of Shares, the amount withheld shall not exceed the minimum required by
applicable law and regulations.

Beneficiaries. The Committee may establish such procedures as it deems
appropriate for a participant to designate a beneficiary to whom any amounts or
benefits payable in the event of the participant's death are to be paid.

Laws Governing. The Plan and all awards made and action taken thereunder shall
be governed by and construed in accordance with the laws of the State of Ohio,
except to the extent superseded by federal law.

Government Regulation. Notwithstanding any provisions of the Plan or any
agreement made pursuant to the Plan, the Company's obligations under the Plan
and such agreement shall be subject to all applicable laws, rules and
regulations and to such approvals as may be required by any governmental or
regulatory agencies.

| TERM OF PLAN

No award shall be granted pursuant to the Plan on or after May 10, 2010, but
awards granted prior to such date may extend beyond that date.

| INDEMNIFICATION

No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award granted
under the Plan. Each person who is or shall have been a member of the Committee
or of the Board shall be indemnified and held harmless by the Company against
and from any loss, cost, liability or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any
claim, action, suit or proceeding to which he may be a party or in which he may
be involved by reason of any action taken or failure to act under or in
connection with this Plan or any award granted under this Plan and against and
from any and all amounts paid by him or her in settlement thereof, with the
Company's approval, or paid by him or her, except a judgment based upon a
finding of bad faith, provided he or she shall give the Company an opportunity,
at its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such person may be entitled under the Company's Articles of Incorporation
or Code of Regulations, contained in any indemnification agreements, as a matter
of law, or otherwise, or any power that the Company may have to indemnify him or
her or hold him or her harmless.

| SAVINGS CLAUSE

In case any one or more of the provisions of this Plan shall be held invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and the invalid, illegal or unenforceable provision shall be
deemed null and void; however, to the extent permissible by law, any provision
which could be deemed null and void shall first be construed, interpreted or
revised retroactively to permit this Plan to be construed so as to foster the
intent of this Plan.


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| AWARDS TO PARTICIPANTS OUTSIDE OF UNITED STATES

The Committee may modify the terms of any award under the Plan granted to a
participant who, at the time of grant or during the term of the award, is
resident or employed outside of the United States in any manner deemed by the
Committee to be necessary or appropriate in order to accommodate differences in
local law, regulation, tax policy or custom, or so that the value and other
benefits of the award to the participant, as affected by foreign tax laws and
other restrictions applicable as a result of the participant's residence or
employment abroad, will be comparable to the value of such an award to a
participant who is resident or employed in the United States. Moreover, the
Committee may approve such supplements to, or amendments, restatements or
alternative versions of, this Plan as it may consider necessary or appropriate
for such purposes without thereby affecting the terms of this Plan as in effect
for any other purpose; provided that no such supplements, amendments,
restatements or alternative versions shall include any provisions that are
inconsistent with the terms of this Plan, as then in effect, unless this Plan
could have been amended to eliminate such inconsistency without further approval
of the shareholders of the Company.