Exhibit 10.06

                                 FIRST AMENDMENT
                                     TO THE
                              CARDINAL HEALTH, INC.
                           DEFERRED COMPENSATION PLAN

                             BACKGROUND INFORMATION

A.       Cardinal Health, Inc. ("Cardinal Health") established and maintains the
         Cardinal Health, Inc. Deferred Compensation Plan (the "Shadow Plan")
         for the benefit of selected highly compensated and management employees
         and their beneficiaries.

B.       The Cardinal Health, Inc. Employee Benefits Policy Committee (the
         "Committee") oversees the administration of the Shadow Plan and is
         authorized to amend the Shadow Plan.

C.       The Committee desires to amend the Shadow Plan to conform its terms to
         the general executive compensation strategy of Cardinal Health and
         change the plan year of the Shadow Plan to mirror the plan year of the
         qualified retirement plans of Cardinal Health.

D.       Section 7.1 of the Shadow Plan permits the amendment of the Shadow Plan
         at any time.

                          AMENDMENT OF THE SHADOW PLAN

1.       Section 1.1(0) of the Shadow Plan shall be amended to read as follows:

         Plan Year. Beginning January 1, 2003, the Plan Year is the calendar
         year. Prior to January 1, 2003, the Plan Year was fiscal year of the
         Plan beginning July 1 and ending June 30. A short Plan Year was
         designated from July 1, 2002 to December 31, 2002.

2.       The fourth and fifth sentences of Section 3.7 of the Shadow Plan shall
         be amended and replaced by the following:

         Effective October 1, 2002, no Reporting Person may elect to invest
         future contributions in his Account in Shares.

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

                                       CARDINAL HEALTH, INC.

                                       By:   /s/ Carole Watkins
                                           -------------------------------------
                                           Carole Watkins, Executive VP, Human
                                           Resources

                                       Date: 12/27/02
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