EXHIBIT 99.04
FIRST AMENDMENT
TO THE
CARDINAL HEALTH PROFIT SHARING,
RETIREMENT AND SAVINGS PLAN
(As amended and restated July 1, 2002)
BACKGROUND INFORMATION
A. Cardinal Health, Inc. ("Cardinal Health") established and maintains the
Cardinal Health Profit Sharing, Retirement and Savings Plan (the
"Plan") for the benefit of participants and their beneficiaries.
B. The Cardinal Health, Inc. Employee Benefits Policy Committee (the
"Committee") oversees the administration of the Plan and is authorized
to amend the Plan.
C. The Committee desires to amend the Plan to reflect (1) use of
forfeiture amounts from a current plan year to fund contributions
attributable to a prior or future plan year; (2) changes to the
provisions relating to participant direction of investments; (3)
certain recent corporate acquisitions, which will become participating
employers; (4) the merger of certain acquired plans with and into the
Cardinal Health Plan; and (5) special eligibility, full vesting and
additional employer contributions to former employees of Cardinal
Health 409, Inc. whose employment with Cardinal Health was terminated
as part of the divestiture of the paintball manufacturing division.
D. Section 13.02 of the Plan permits the amendment of the Plan at any
time.
AMENDMENT OF THE PLAN
1. Section 3.17 of the Plan is hereby amended in its entirety to read as
follows:
Section 3.17 ALLOCATION OF FORFEITURES. Subject to any restoration
allocation required under Section 5.05, the Committee shall allocate
and use all or a portion of the amount of a Participant's benefit
forfeited under the Plan either to pay reasonable expenses of the Plan
(to the extent not paid by the Employer) or to reduce its Profit
Sharing Contribution, Special Contribution, Matching Contribution
and/or other contributions payable under the Plan for the Plan Year in
which the forfeiture occurs or any prior or future Plan Year, as
determined by the Committee.
2. Section 9.05 of the Plan is hereby amended in its entirety to read as
follows:
Section 9.05. PARTICIPANT DIRECTION OF INVESTMENT. The Committee and
the Trustee shall establish rules governing the administration of
Investment Funds and procedures for Participant direction of
investment, including rules governing the timing, frequency and manner
of making investment elections. The Committee and the Employer reserve
the right to change the investment options available under the Plan and
rules governing investment designations from time to time. Nothing in
this or any other
provision of the Plan shall require the Trustee, the Employer or the
Committee to implement Participant investment directions or changes in
such directions, or to establish any procedures, other than on an
administratively practicable basis, as determined by the Employer in
its discretion.
Each Participant shall, in accordance with procedures established by
the Committee and the Trustee, direct that his Account and
contributions thereto be invested and reinvested in any one or more of
the Investment Funds. The investment of any such monies shall be
subject to such restrictions as the Committee may determine, in its
sole discretion, to be advisable or necessary under the circumstances.
Moreover, in accordance with procedures established by the Trustee and
agreed to by the Committee, Participants may, when administratively
practicable, be permitted to change their current and prospective
investment designations through telephone, "on-line" or similar
instructions to the Trustee or its authorized agent on a frequency
established under such procedures, as in effect from time to time.
The exercise of investment direction by a Participant will not cause
the Participant to be a fiduciary solely by reason of such exercise,
and neither the Trustee nor any other fiduciary of this Plan will be
liable for any loss or any breach that results from the exercise of
investment direction by the Participant. The investment designation
procedures established under the Plan shall be and are intended to be
in compliance with the requirements of ERISA Section 404(c) and the
regulations thereunder.
In no event shall Participants be permitted to direct that such
Accounts and/or such additional contributions be invested in the
Employer Common Stock Fund until Cardinal Health, Inc., the Plan, the
Trustee and all other relevant parties have fully complied with such
requirements, including, but not limited to, federal and state
securities laws, as the Committee has determined to be applicable. The
Committee may restrict the ability of any person covered under Section
16 of the Securities Exchange Act of 1934, as amended, or any other
corporate insider of the Employer to direct the investment of his
Account in the Employer Common Stock Fund. Notwithstanding any
provision to the contrary, the Committee may, in its sole discretion
and where the terms of any relevant investment contracts, regulated
investment companies or pooled or group trusts so require, impose
special terms, conditions and restrictions upon a Participant's right
to direct the investment in, or transfer into or out of, such
contracts, companies or trusts.
3. Section 9.06 of the Plan is amended in its entirety to read as follows:
Section 9.06. CHANGE OF INVESTMENT DESIGNATIONS. Each Participant who
is entitled to direct the investment of additional contributions to be
allocated to his Account in accordance with Section 9.05 hereof may
select how such additional contributions are to be invested. Such
investment directions shall be made in accordance with applicable rules
or procedures established by the Trustee and the Committee.
Each Participant may prospectively re-elect how those amounts then held
in his Account are to be reinvested in the various Investment Funds
until otherwise changed or modified. Such investment directions shall
be made in accordance with applicable rules or procedures established
by the Trustee and the Committee.
Notwithstanding the foregoing to the contrary, the Committee may, in
its sole discretion and where the terms of any relevant investment
contracts, regulated investment companies or pooled or group trusts so
require, or where ERISA fiduciary obligations and considerations so
merit, impose special terms, conditions and restrictions upon a
Participant's right to direct the investment in, or transfer into or
out of, such contracts, companies or trusts. In addition, with respect
to Shares held under the Plan that were previously maintained under the
Owen Healthcare, Inc. Employee Stock Ownership Plan (the "ESOP
Shares"), no more than 25% of the original number of ESOP Shares of any
Participant transferred to this Plan may be exchanged, sold or
distributed in any calendar quarter. This restriction on the
disposition of ESOP Shares shall expire on July 1, 2001.
4. Schedule II to the Plan, Schedule of Merging Plans, is hereby amended
by the addition of the following merging plans as of the dates to be
determined by the Corporate Benefits Department of Cardinal Health.
Beckloff Associates, Inc. 401(k) Profit Sharing Plan
Snowden Pencer Inc. 401(k) Profit Sharing Plan
5. Appendix A to the Plan, Participating Employers, is hereby amended by
the addition of the following participating employers (in appropriate
alphabetical order) as of the dates set forth herein.
<Table>
Beckloff Associates, LLC July 1, 2004
Medicap Pharmacies Incorporated July 1, 2004
Snowden Pencer, Inc. July 1, 2004
</Table>
6. A new Appendix N is hereby added to the Plan to reflect special
eligibility, vesting and contributions for former employees of Cardinal
Health 409, Inc. whose employment was terminated as a result of the
divestiture of the paintball manufacturing division in the form
attached to this Second Amendment as Exhibit A.
7. All other provisions of the Plan shall remain in full force and effect.
CARDINAL HEALTH, INC.
By: /s/ Susan Nelson
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Susan Nelson, Vice President, Benefits
Date: 5/25/04
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