Placement Agency Agreement

CARDINAL HEALTH, INC.


PLACEMENT AGENCY AGREEMENT


February 2, 2001


Banc of America Securities LLC 600 Montgomery Street San Francisco, California 94111


Dear Sirs:


Cardinal Health, Inc., an Ohio corporation (the "COMPANY"), proposes to issue and sell an aggregate of up to 500,000 of its common shares, without par value (each share, a "SECURITY" and together, the "SECURITIES"). This Agreement sets forth the understandings and agreements between the Company and you (hereinafter sometimes referred to as the "PLACEMENT AGENT") pursuant to which you, as agent for the Company, shall offer and arrange for the sale of the Securities as herein set forth.


From time to time, the Company and the Placement Agent may enter into an Addendum, substantially in the form of Exhibit 1 (each, an "ADDENDUM"), to this Agreement which provides for the terms of the sale of all or a part of the Securities, including the name of the investor (each, an "INVESTOR"), the amount of securities to be issued and sold by the Company to such Investor, the amount such Investor will pay the Company per Security subscribed for, the date mutually agreed upon by the Company and the Placement Agent (such date not later than February 14, 2001) for the closing (each, a "CLOSING") of the sale of the Securities (each, a "CLOSING DATE"), and such other terms as may be agreed upon by the Company and the Placement Agent. References herein to this Agreement shall be deemed to refer to this Agreement as supplemented by any Addendum.


The common shares, without par value, of the Company to be outstanding after giving effect to the proposed sales (each, a "PLACEMENT") are hereinafter referred to as the "COMMON SHARES". The Company shall deliver to you for delivery to each Investor prior to the receipt of the consideration a Final Prospectus (as defined below).


1. Representations and Warranties. The Company represents and warrants to, and agrees with, the Placement Agent that:


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(a) The Company meets the requirements for use of Form S-3
under the Securities Act of 1933 (the "ACT") and has filed with the
Securities and Exchange Commission (the "COMMISSION") a registration
statement on such Form (Registration File No. 333-46482), which has
become effective, for the registration under the Act of the Securities.
Such registration statement meets the requirements set forth in Rule
415(a)(1)(x) under the Act and complies in all other material respects
with said Rule. The Company proposes to file with the Commission
pursuant to Rule 424(b) under the Act one or more supplements to the
form of prospectus included in such registration statement relating to
a Placement of the Securities and the plan of distribution thereof and
has previously advised you of all further information (financial and
other) with respect to the Company to be set forth therein. Such
registration statement, including the exhibits thereto, as amended at
the date of this Agreement, is hereinafter called the "REGISTRATION
STATEMENT"; such prospectus in the form in which it appears in the
Registration Statement No. 333-46482 is hereinafter called the "BASIC
PROSPECTUS"; and each such supplemented form of prospectus, in the form
in which it shall be filed with the Commission pursuant to Rule 424(b)
(including the Basic Prospectus as so supplemented) is hereinafter
called a "FINAL PROSPECTUS". Any preliminary form of the Final
Prospectus which has heretofore been filed pursuant to Rule 424(b) is
hereinafter called the "PRELIMINARY FINAL PROSPECTUS". Any reference
herein to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or any Final Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein
(the "INCORPORATED DOCUMENTS") pursuant to Item 12 of Form S-3 which
were filed under the Securities Exchange Act of 1934 (the "EXCHANGE
ACT") on or before the date of this Agreement, or the issue date of the
Basic Prospectus, any Preliminary Final Prospectus or any Final
Prospectus, as the case may be; and any reference herein to the terms
"AMEND", "AMENDMENT" or "SUPPLEMENT" with respect to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or
any Final Prospectus shall be deemed to refer to and include the filing
of any document under the Exchange Act after the date of this
Agreement, or the issue date of the Basic Prospectus, any Preliminary
Final Prospectus or any Final Prospectus, as the case may be, deemed to
be incorporated therein by reference.


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(b) As of the date hereof, when a Final Prospectus is first
filed pursuant to Rule 424(b) under the Act, when, prior to the Closing
Date, any amendment to the Registration Statement becomes effective
(including the filing of any document incorporated by reference in the
Registration Statement), when any supplement to a Final Prospectus is
filed with the Commission and at the Closing Date, (i) the Registration
Statement, as amended as of any such time, and a Final Prospectus, as
amended or supplemented as of any such time, will comply in all
material respects with the applicable requirements of the Act and the
Exchange Act and the respective rules thereunder and (ii) neither the
Registration Statement, as amended as of any such time, nor a Final
Prospectus, as amended or supplemented as of any such time, will
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein not misleading; provided, that the Company
makes no representations or warranties as to the information contained
in or omitted from the Registration Statement or a Final Prospectus or
any amendment thereof or supplement thereto in reliance upon and in
conformity with information furnished in writing to the Company by or
on behalf of the Placement Agent specifically for use in the
Registration Statement or a Final Prospectus.


(c) The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Ohio with
corporate power and authority to own and hold under lease its
properties and conduct its business as described in a Final Prospectus
and holds all material licenses and is duly qualified to conduct the
business in which it is engaged in each jurisdiction or place where the
conduct of its business requires such licenses or qualification and
where the failure to be so licensed or qualified would not have a
material adverse effect on the business or financial condition of the
Company and its subsidiaries taken as a whole (a "MATERIAL ADVERSE
EFFECT").


(d) Each of the Company's significant subsidiaries (as
defined in Rule 405 under the Act) is duly organized and validly
existing in good standing under the laws of the jurisdiction of its
incorporation with corporate power and authority to own and hold under
lease its properties and to conduct its business as described in a
Final Prospectus.


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(e) The authorized capital stock of the Company conforms as
to legal matters to the description thereof contained in a Final
Prospectus.


(f) The Common Shares outstanding prior to the issuance of
the Securities have been duly authorized and are validly issued, fully
paid and non-assessable.


(g) The Securities have been duly authorized and, when issued
and delivered to the Investors against payment therefor in accordance
with the terms of this Agreement, will be validly issued, fully paid
and non-assessable, and the issuance of such Securities will not be
subject to any preemptive or similar rights.


(h) There are no legal or governmental proceedings pending,
or to the knowledge of the Company threatened, which are required to be
described in the Registration Statement or a Final Prospectus which are
not described as required, and there is no contract or document of a
character required to be described in the Registration Statement or a
Final Prospectus or to be filed as an exhibit to the Registration
Statement or any Incorporated Document which is not described or filed
as required.


(i) The Company is not in violation of its charter or code of
regulations or in default in the performance of any obligation,
agreement or condition contained in any bond, debenture, note or any
other evidence of indebtedness or in any indenture, material lease or
loan agreement, except where any default would not have a Material
Adverse Effect. The issue and sale of the Securities, the execution and
delivery of this Agreement, the performance of the obligations of the
Company set forth herein and the consummation of the transactions
contemplated hereby will not conflict with or constitute a breach of,
or default under, the charter or code of regulations of the Company or
any of its subsidiaries, any agreement, indenture or other instrument
to which the Company or any of its subsidiaries is a party or by which
any of them or any of their property is bound, or any law,
administrative regulation or court decree applicable to the Company or
any of its subsidiaries, except where any breach or default would not
have a Material Adverse Effect.


(j) Neither the execution and delivery of this Agreement, nor
the fulfillment of the terms herein set forth and the


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consummation of the transactions herein contemplated require any
consent, approval, authorization or other order of any court,
regulatory body, administrative agency or other governmental body
(except such as have been obtained under the Act or such as may be
required under state securities or Blue Sky laws in connection with the
placement of the Securities).


(k) This Agreement has been duly authorized, executed and
delivered by the Company.


(l) The Company is not an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.


(m) Arthur Andersen LLP, PricewaterhouseCoopers LLP and
Deloitte & Touche LLP, who have certified the financial statements and
supporting schedules included in the Registration Statement as
described under "Experts", are each independent public accountants with
respect to the entities and for the periods they have audited as
required by the Act.


2. Sale, Delivery and Payment of Securities. (a) On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, the Company hereby appoints you as its placement agent and grants you, as agent for the Company, the exclusive right to offer and arrange for the sale of the Securities as herein set forth. Subject to the performance by the Company of its obligations hereunder, and to the completeness and accuracy of all of the representations and warranties contained herein, the Placement Agent hereby accepts such appointment and agrees to use all reasonable efforts to find suitable Investors for the Securities.


(b) On any Closing Date, Banc of America Securities LLC shall act as a broker-dealer in arranging for and facilitating the sale by the Company and the purchase by the Investors of the Securities set forth in the Addendum at the purchase price per Security set forth therein. Payment for the Securities will be made by certified or official bank check or checks drawn in federal funds or similar same day funds or by wire transfer in same day funds.


The Company shall instruct the Company's transfer agent to register certificates for the Securities in such names and in such denominations as the Investors may request.


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(c) The Company will pay to the Placement Agent, or its affiliates, on each Closing Date a commission equal to $0.06 per Common Share from the sale of the Securities set forth in the applicable Addendum to Investors on such Closing Date.


3. Agreements. The Company agrees with the Placement Agent that:


(a) Prior to the later of (i) termination of the offering of
the Securities as determined by the Placement Agent and as evidenced by
written notice thereof to the Company from the Placement Agent or (ii)
any Closing Date, the Company will not file any amendment of the
Registration Statement or supplement (including any Final Prospectus
but excluding any prospectus supplement relating to a subsequent
issuance of securities) to the Basic Prospectus unless the Company has
furnished the Placement Agent a copy for the Placement Agent's review a
reasonable time prior to filing thereof. Subject to the foregoing
sentence, the Company will cause each Final Prospectus to be filed with
the Commission pursuant to Rule 424(b) under the Act. The Company will
promptly advise the Placement Agent (i) when a Final Prospectus shall
have been filed with the Commission pursuant to Rule 424(b), (ii) when
any amendment to the Registration Statement relating to the Securities
shall have become effective, (iii) of any request by the Commission for
any amendment of the Registration Statement or amendment of or
supplement to any Final Prospectus or for any additional information,
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (v) of the receipt
by the Company of any notification with respect to the suspension of
the qualification of the Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose. The
Company will use all reasonable efforts to prevent the issuance of any
such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.


(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs
as a result of which the Final Prospectus relating to any Placement as
then amended or supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, or if it


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shall be necessary to amend or supplement such Final Prospectus to
comply with the Act or the Exchange Act or the respective rules
thereunder, the Company promptly will prepare and file with the
Commission, subject to the first sentence of paragraph 3(a) of this
Section 3, an amendment or supplement which will correct such statement
or omission or an amendment which will effect such compliance.


(c) The Company will make generally available within the
meaning of Section 11(a) of the Act to its security holders an earning
statement, which need not be audited, covering a twelve-month period
commencing after the date of this Agreement and ending not later than
15 months thereafter as soon as practicable following the end of such
period, which earning statement shall satisfy the provisions of Section
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