Cardinal Health Inc – ‘POS AM’ on 12/6/02

On:  Friday, 12/6/02, at 9:51pm ET   ·   As of:  12/9/02   ·   Accession #:  950123-2-11607   ·   File #:  333-100564

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment No. 1 to Form S-4           120    655K 
 2: EX-8.01     Opinion of Skadden Arps Slate Meagher & Flom LLP       4     16K 
 3: EX-23.01    Consent of Kpmg LLP (Syncor)                           1      7K 
 4: EX-23.02    Consent of Ernst & Young LLP (Cardinal Health)         1      7K 
 5: EX-23.03    Information Re: Consent of Arthur Andersen LLP         1      7K 
 6: EX-23.04    Consent of Pricewaterhousecoopers LLP (Bindley)        1      7K 
 7: EX-99.01    Form of Proxy Card of Snycor International Corp.       2     11K 
 8: EX-99.02    Consent of Salomon Smith Barney Inc.                   1      7K 

POS AM   —   Post-Effective Amendment No. 1 to Form S-4
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 2002

                                                     REGISTRATION NO. 333-100564
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549 
--------------------- 

FORM S-4
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
--------------------- 
CARDINAL HEALTH, INC. 
(Exact name of registrant as specified in its charter)

                                                                [Download Table]
                                                                                  
              OHIO                           5122                   31-0958666    
(State or other jurisdiction of  (Primary Standard Industrial    (I.R.S. Employer 
 incorporation or organization)  Classification Code Number)   Identification No.)

                                                        [Enlarge/Download Table]
                                                                                                   
                                                               PAUL S. WILLIAMS, ESQ.              
                                                  EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND
                                                                      SECRETARY                    
             7000 CARDINAL PLACE                                CARDINAL HEALTH, INC.              
             DUBLIN, OHIO 43017                        7000 CARDINAL PLACE, DUBLIN, OHIO 43017     
               (614) 757-5000                                      (614) 757-5000                  
(Address and telephone number of Registrant's            (Name, address and telephone number       
        principal executive offices)                            of agent for service)              
                                           COPIES TO:                                              
                                                                PAUL T. SCHNELL, ESQ.              
             DAVID A. KATZ, ESQ.                              RICHARD J. GROSSMAN, ESQ.            
       WACHTELL, LIPTON, ROSEN & KATZ                 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP     
             51 WEST 52ND STREET                                  FOUR TIMES SQUARE                
           NEW YORK, NY 10019-6150                            NEW YORK, NEW YORK 10036             
               (212) 403-1000                                      (212) 735-3000                  

--------------------- 
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Post-Effective Amendment to the       
Registration Statement becomes effective.                                       
If the securities being registered on this form are being offered in    
connection with the formation of a holding company and there is compliance with 
General Instruction G, check the following box: [ ]                             
If this form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the       
"Securities Act"), check the following box and list the Securities Act          
registration statement number of the earlier effective registration statement   
for the same offering: [ ]                                                      
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering: [ ]                                                      
--------------------- 
CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
                                                               PROPOSED             PROPOSED                           
                                                               MAXIMUM              MAXIMUM             AMOUNT OF      
      TITLE OF EACH CLASS OF             AMOUNT TO          OFFERING PRICE         AGGREGATE           REGISTRATION    
    SECURITIES TO BE REGISTERED        BE REGISTERED         PER SHARE(1)      OFFERING PRICE(1)          FEE(2)       
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
Common Shares, without par value...      13,762,764            $54.8723         $755,195,030.25         $69,477.94     
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------

(1) Pursuant to Rule 457(f)(1) and 457(c) promulgated under the Securities Act  
  and estimated solely for purposes of calculating the registration fee, the
  proposed maximum aggregate offering price is $755,195,030.25, which equals
   the average of the high and low prices of the common stock, par value $0.05
per share ("Syncor Common Stock"), of Syncor International Corporation  
    ("Syncor"), of $25.79, as reported on The Nasdaq National Market on December
2, 2002, multiplied by the total number of shares of Syncor Common Stock
  (including shares issuable pursuant to the exercise of options to purchase
   shares of Syncor Common Stock) to be cancelled in the merger (the "Merger")
  of a subsidiary of Cardinal Health, Inc. ("Cardinal Health") with and into
 Syncor. The proposed maximum offering price per common share, without par
  value, of Cardinal Health ("Cardinal Health Common Share") is equal to the
    proposed maximum aggregate offering price determined in the manner described
  in the preceding sentence divided by the maximum number of Cardinal Health
   Common Shares that could be issued in the Merger based on an exchange ratio
of 0.47.                                                                

(2) A fee of $60,080.19 was previously paid pursuant to Rule 14a-6(i)           
promulgated under the Securities Exchange Act of 1934, as amended, in   
   connection with the filing of the preliminary proxy statement/prospectus on
   July 18, 2002. An additional fee of $38,359.12 was paid on October 16, 2002
in connection with the filing of the registration statement.            

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF  
THE SECURITIES ACT, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE 
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID 
SECTION 8(A), MAY DETERMINE.                                                    
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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SUBJECT TO COMPLETION -- DECEMBER 6, 2002 

[SYNCOR LOGO]                                                                   

                                                             December [  ], 2002

Dear Stockholder:                                                               

We are writing to advise you of the following important developments  
relating to the special meeting of stockholders of Syncor International         
Corporation to consider the proposed merger agreement with Cardinal Health:     

- The special meeting, which was originally scheduled to be held on   
   November 19, 2002 and was later postponed until December 6, 2002, has
     been adjourned to and will reconvene on, Monday, December 30, 2002. The
      adjourned meeting will now be held at 2:00 p.m., California time, at the
Warner Center Hilton Hotel, 6360 Canoga Avenue in Woodland Hills, 
California.                                                       

     - Syncor and Cardinal Health have entered into an amendment to their merger
    agreement which, among other things, reduces the portion of a Cardinal
      Health common share that you will receive for each Syncor share that you
   own from 0.52 of a Cardinal Health common share to 0.47 of a Cardinal
Health common share. You will continue to receive cash in lieu of 
fractional Cardinal Health common shares.                         

   - The reduced exchange ratio in the merger was the result of negotiations
       between Cardinal Health and Syncor which began following the announcement
     by Syncor of the findings of an investigation by a special committee of
      three outside directors of Syncor into the propriety of certain payments
  made by international subsidiaries of Syncor to customers in several
foreign jurisdictions.                                            

  - Syncor has reached agreements with both the U.S. Department of Justice
    and the staff of the U.S. Securities and Exchange Commission resolving
claims that these governmental authorities have against Syncor in 
connection with the matters that are the subject of the special   
       committee's investigation. These settlements are described in more detail
in the accompanying document.                                     

  - The Syncor board of directors has unanimously approved (with Monty Fu,
     who has been on paid leave pending completion of the investigation, not
     participating) the revised terms of the merger agreement and the merger
     and continues to believe that the merger agreement and the transactions
       contemplated by the merger agreement are advisable and fair to and in the
      best interests of the Syncor stockholders. ACCORDINGLY, THE SYNCOR BOARD
     OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE AMENDED
   MERGER AGREEMENT AT THE RECONVENED SPECIAL MEETING. YOUR VOTE IS VERY
IMPORTANT.                                                        

 - If you have already voted and wish to change your vote as a result of
      these developments or otherwise, you may do so by using the enclosed new
   proxy card or by voting via the internet or by telephone. If you have
   already voted and do not wish to change your vote, your original vote
will be counted.                                                  

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The accompanying document contains important supplemental information 
concerning these recent developments and related matters since the mailing to   
you on October 17, 2002 of the Notice of Special Meeting and Proxy Statement.   

Cordially,                                                                      

                                                                [Download Table]
                                                                 

[/s/ Bernard Puckett]       [/s/ Robert G. Funari]               
BERNARD PUCKETT             ROBERT G. FUNARI                     
Lead Director of the Board  President and Chief Executive Officer

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED OR        
DETERMINED IF THIS DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE  
CONTRARY IS A CRIMINAL OFFENSE. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO   
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION    
WHERE AN OFFER OR SOLICITATION WOULD BE ILLEGAL.                                

This document is dated December [], 2002 and is first being mailed to 
stockholders on or about December [], 2002. You should read this document       
carefully and together with the Notice of Special Meeting and Proxy Statement   
mailed to you on or about October 17, 2002 and the Supplemental Notice of       
Postponement of Special Meeting of Stockholders and related attachments mailed  
to you on November 25, 2002.                                                    

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REFERENCES TO ADDITIONAL INFORMATION

 This document incorporates important business and financial information
about Cardinal Health and Syncor from documents that are not included with this 
document. This information is available to you, without charge, upon your       
written or oral request. You can obtain documents incorporated by reference in  
this document (with the exception of certain exhibits to those documents) by    
requesting them in writing or by telephone from the appropriate company at the  
following address:                                                              

                                                                [Download Table]
                                                                                
        Cardinal Health, Inc.              Syncor International Corporation     
         7000 Cardinal Place                      6464 Canoga Avenue            
         Dublin, Ohio 43017              Woodland Hills, California 91367-2407  
           (614) 757-5000                           (818) 737-4000              
Attention: Vice President -- Investor  Attention: Director -- Investor Relations
              Relations                                                         

   IF YOU WOULD LIKE TO REQUEST DOCUMENTS, PLEASE DO SO BY DECEMBER 23, 2002
IN ORDER TO RECEIVE THEM BEFORE THE SPECIAL MEETING. SEE "WHERE YOU CAN FIND    
MORE INFORMATION" ON PAGE 47.                                                   

IMPORTANT NOTE

     WE HAVE NOT AUTHORIZED ANY PERSON TO PROVIDE YOU WITH ANY INFORMATION OR TO
MAKE ANY REPRESENTATION ABOUT THE PROPOSED MERGER OR OUR COMPANIES THAT DIFFERS 
FROM OR ADDS TO THE INFORMATION CONTAINED IN THIS DOCUMENT OR IN ANY OTHER      
DOCUMENTS FILED PUBLICLY WITH THE UNITED STATES SECURITIES AND EXCHANGE         
COMMISSION. THEREFORE, YOU SHOULD NOT RELY ON ANY DIFFERENT OR ADDITIONAL       
INFORMATION.                                                                    

    IF YOU LIVE IN A JURISDICTION WHERE IT IS UNLAWFUL TO OFFER TO EXCHANGE OR
SELL, OR TO ASK FOR OFFERS TO EXCHANGE OR BUY, THE SECURITIES OFFERED BY THIS   
DOCUMENT, OR TO ASK FOR PROXIES, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL  
TO DIRECT THESE ACTIVITIES, THEN THE OFFER PRESENTED AND PROXY SOLICITATION MADE
BY THIS DOCUMENT DO NOT EXTEND TO YOU.                                          

THE INFORMATION CONTAINED IN THIS DOCUMENT SPEAKS ONLY AS OF THE DATE 
INDICATED ON THE COVER OF THIS DOCUMENT, UNLESS THE INFORMATION SPECIFICALLY    
INDICATES THAT ANOTHER DATE APPLIES, OR, IN THE CASE OF DOCUMENTS INCORPORATED  
BY REFERENCE, THE DATES OF THOSE DOCUMENTS. SEE "FORWARD-LOOKING STATEMENTS" ON 
PAGE 20 OF THIS DOCUMENT.                                                       

     WITH RESPECT TO THE INFORMATION CONTAINED IN THIS DOCUMENT, CARDINAL HEALTH
HAS SUPPLIED THE INFORMATION CONCERNING CARDINAL HEALTH AND MUDHEN MERGER CORP.,
AND SYNCOR HAS SUPPLIED THE INFORMATION CONCERNING SYNCOR.                      

IN ADDITION, IF YOU HAVE ANY QUESTIONS ABOUT THE MERGER OR VOTING     
PROCEDURES, YOU MAY CONTACT:                                                    

[MACKENZIE PARTNERS, INC. LOGO] 
105 MADISON AVENUE
NEW YORK, NEW YORK 10016
(212) 929-5500 (CALL COLLECT) 
E-MAIL: proxy@mackenziepartners.com 
or
CALL TOLL-FREE (800) 322-2885 

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SYNCOR INTERNATIONAL CORPORATION
--------------------- 

SUPPLEMENTAL NOTICE 
OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Syncor:                                                  

The special meeting of the stockholders of Syncor International       
Corporation, a Delaware corporation, was postponed from Tuesday, November 19,   
2002, to Friday, December 6, 2002. On December 6, 2002, the meeting was convened
and then adjourned. The adjourned special meeting will be reconvened at 2:00    
p.m., California time, on December 30, 2002 at the Warner Center Hilton Hotel,  
6360 Canoga Avenue, in Woodland Hills, California. The purposes of the special  
meeting are to:                                                                 

      1. Vote on a proposal to approve the Agreement and Plan of Merger,
dated as of June 14, 2002, among Cardinal Health, Inc., Mudhen Merger 
     Corp., a wholly owned subsidiary of Cardinal Health, and Syncor, as amended
   on November 22, 2002 and December 3, 2002. Pursuant to the amended merger
 agreement, Mudhen Merger Corp. will merge with and into Syncor upon the
terms and subject to the conditions set forth in the amended merger   
  agreement, as more fully described in this document and in the Notice of
     Special Meeting and related materials mailed to you on or about October 17,
     2002, which we refer to as the original proxy statement/prospectus, and the
    Supplemental Notice of Postponement of Special Meeting and Proxy Statement
     mailed to you on or about November 25, 2002, which we refer to as the first
     proxy statement supplement. If the amended merger agreement is approved and
    the merger and the related transactions contemplated by the amended merger
agreement are consummated, each Syncor share will become the right to 
receive 0.47 of a Cardinal Health common share.                       

   2. Adjourn the special meeting, if necessary, to permit further
    solicitation of proxies in the event there are not sufficient votes at the
time of the special meeting to approve the amended merger agreement   
proposal.                                                             

         3. Act on any other matters that may properly come before the special
meeting.                                                              

     Your board of directors has fixed the close of business on October 9, 2002,
as the record date for determining stockholders entitled to notice of and to    
vote at the special meeting. The amended merger agreement proposal requires the 
affirmative vote of the holders of a majority of the outstanding Syncor shares  
entitled to vote on the merger agreement proposal. Stockholders owning          
approximately 6.8% of the outstanding Syncor shares as of the record date       
already have agreed in writing to vote in favor of the approval of the merger   
agreement proposal.                                                             

    On October 17, 2002, Syncor mailed the original proxy statement/prospectus
to stockholders of record for a special meeting of stockholders which was       
originally scheduled to be held on November 19, 2002, for the purpose of, among 
other things, voting on the proposed merger agreement with Cardinal Health. On  
November 6, 2002, Syncor announced that a committee of three outside directors  
of Syncor, working together with outside counsel and an independent forensic    
accounting firm, was investigating the propriety of certain payments made by    
international subsidiaries of Syncor to customers in several foreign countries  
and that the special meeting scheduled for November 19, 2002 was being postponed
until December 6, 2002. On November 25, 2002, Syncor mailed the first proxy     
statement supplement more fully describing the status of those events as of     
November 25, 2002. In light of the developments and in order to provide         
additional time to complete the investigation of its overseas operations and to 
make appropriate disclosure to stockholders, Syncor postponed the special       
meeting until 10:00 a.m., California time, on Friday, December 6, 2002. On      
December 4, 2002, Syncor and Cardinal Health announced the terms of the amended 
merger agreement. On December 6, 2002, Syncor announced that the December 6,    
2002 meeting, when adjourned, would be reconvened at 2:00 p.m., California time,
on December 30, 2002.                                                           

   We describe the special meeting, the amended merger agreement and related
matters in the original proxy statement/prospectus and in this document. The    
accompanying document describes several recent                                  

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developments since the mailing to you of the original proxy statement/prospectus
and the first proxy statement supplement. This document modifies certain        
information in the original proxy statement/prospectus and the first proxy      
statement supplement and should be read together with those documents.          

    You are cordially invited to attend the special meeting. Enclosed is a new
proxy card. The proxy cards that accompanied the original proxy                 
statement/prospectus and the first proxy statement supplement will remain valid.
Therefore, any of these proxy cards can be used to submit your vote. If you     
already returned either proxy card that you received previously, your vote will 
be recorded unless you submit a subsequent proxy changing your vote or you      
revoke your proxy. If you have not voted or wish to change your vote, please    
mark, date and execute the enclosed proxy card and mail it promptly in the      
enclosed postage-paid envelope.                                                 

  Whether or not you plan on attending the special meeting, please vote by
signing, dating and returning the proxy card included with this document, with  
the original proxy statement/prospectus or the first proxy statement supplement 
or by submitting a proxy through the internet or by telephone. Completing a     
proxy now will not prevent you from being able to vote at the special meeting by
attending in person and casting a vote.                                         

   IF YOU HAVE ALREADY SUBMITTED A PROXY CARD, YOU DO NOT NEED TO SUBMIT THE
ACCOMPANYING CARD UNLESS YOU WISH TO CHANGE YOUR VOTE. HOWEVER, IF YOU DO NOT   
RETURN OR SUBMIT A PROXY CARD, VOTE BY SUBMITTING A PROXY THROUGH THE INTERNET  
OR BY TELEPHONE, OR VOTE IN PERSON AT THE SPECIAL MEETING, THE EFFECT WILL BE   
THE SAME AS A VOTE AGAINST THE MERGER AGREEMENT PROPOSAL.                       

                                      By Order of the Board of Directors

                         [/s/ EDWIN A. BURGOS]
                   EDWIN A. BURGOS
             Secretary

December [ ], 2002                                                              
Woodland Hills, California                                                      

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
REFERENCES TO ADDITIONAL INFORMATION........................   iv 
SUPPLEMENTAL NOTICE OF SPECIAL MEETING OF STOCKHOLDERS......    v 
QUESTIONS AND ANSWERS ABOUT THE CARDINAL HEALTH/SYNCOR            
  MERGER TRANSACTION........................................    1 
SUMMARY.....................................................    3 
SELECTED HISTORICAL FINANCIAL INFORMATION...................    6 
COMPARATIVE PER COMMON SHARE INFORMATION....................   11 
COMPARATIVE MARKET PRICE AND DIVIDEND DATA..................   13 
RISK FACTORS................................................   15 
FORWARD-LOOKING STATEMENTS..................................   20 
RECENT DEVELOPMENTS.........................................   22 
THE MERGER..................................................   27 
  Update to Background of the Merger........................   27 
  Reasons for Amending the Merger Agreement; Recommendation       
     of the Syncor Board of Directors.......................   29 
  Interests of Syncor's Directors and Officers in the             
     Merger.................................................   34 
  Opinion of Syncor's Financial Advisor.....................   34 
THE MERGER AGREEMENT AMENDMENTS.............................   41 
  Exchange Ratio............................................   41 
  Additional Condition to the Obligations of Cardinal Health      
     and Mudhen Merger Corp. to Complete Merger.............   41 
  Material Adverse Effect...................................   41 
  Termination...............................................   42 
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES...............   44 
OTHER ACTION TO BE TAKEN AT THE RECONVENED SPECIAL                
  MEETING...................................................   45 
  Syncor Adjournment Proposal...............................   45 
LEGAL MATTERS...............................................   46 
EXPERTS.....................................................   46 
WHERE YOU CAN FIND MORE INFORMATION.........................   47 

APPENDIX A -- AMENDMENT No. 1 TO AGREEMENT AND PLAN OF            
  MERGER                                                          
APPENDIX B -- AMENDMENT No. 2 TO AGREEMENT AND PLAN OF            
  MERGER                                                          
APPENDIX C -- CONFORMED AGREEMENT AND PLAN OF MERGER              
APPENDIX D -- OPINION OF SALOMON SMITH BARNEY INC.                

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INTRODUCTION

  Except as described in this document, the information we provided in the
original proxy statement/prospectus and the first proxy statement supplement    
previously mailed to you continues to apply. To the extent information in this  
document differs from, updates or conflicts with information contained in the   
original proxy statement/prospectus or the first proxy statement supplement, the
information in this document is more current. If you need another copy of the   
original proxy statement/prospectus and/or the first proxy statement supplement,
please call our proxy solicitor, MacKenzie Partners, Inc. at (800) 322-2885     
(toll-free) or (212) 929-5500 (call collect). The original proxy                
statement/prospectus and the first proxy statement supplement may also be found 
on the internet at www.syncor.com.                                              

QUESTIONS AND ANSWERS ABOUT THE CARDINAL HEALTH/SYNCOR
MERGER TRANSACTION

   We intend the following questions and answers to provide brief answers to
frequently asked questions concerning the proposed merger. These questions and  
answers do not, and are not intended to, address all the questions that may be  
important to Syncor stockholders. You should read the summary and the remainder 
of this document and the original proxy statement/prospectus, the first proxy   
statement supplement and all of the annexes to all documents carefully.         

Q: WHAT DO I HAVE TO DO IN CONNECTION WITH THE MERGER?                          

A: We cannot complete the merger, unless, among other things, Syncor            
  stockholders vote to approve the amended merger agreement. Syncor is holding
a special meeting at which you are entitled to vote on the amended merger 
agreement.                                                                

You may choose one of the following ways to cast your vote:               

   - by completing and returning the accompanying proxy card in the enclosed
postage-paid envelope;                                            

 - through the internet or by telephone, as outlined on the accompanying
proxy card; or                                                    

- by appearing and voting in person at the special meeting.           

If the merger agreement is approved by Syncor stockholders and the other  
  conditions to the proposed merger are satisfied, you will receive additional
information with respect to your shares of Syncor common stock.           

Q: HOW DO I VOTE MY SYNCOR SHARES OR CHANGE MY VOTE IF MY SYNCOR SHARES ARE HELD
IN "STREET NAME"?                                                         

A: You should contact your broker. Your broker can give you directions on how to
vote your Syncor shares or change your vote. Your broker cannot vote your 
Syncor shares unless he or she receives appropriate instructions from you.

Q: I VOTED PREVIOUSLY. MAY I CHANGE MY VOTE?                                    

A: Yes. If you were the record owner of your Syncor shares on the October 9,    
  2002 record date and you want to change your vote, you may do so at any time
before the special meeting by sending to the Secretary of Syncor a written
   notice saying that you are revoking your proxy or by submitting a later-dated
proxy by mail or telephone or through the internet with your new vote.    
Alternatively, you can attend the special meeting in person and vote your 
Syncor shares yourself at the special meeting.                            

Q: I VOTED PREVIOUSLY. DO I HAVE TO VOTE AGAIN IF I DO NOT WANT TO CHANGE MY    
ORIGINAL VOTE?                                                            

A: No. If you have already voted and do not wish to change your vote, there is  
no need to vote again. You should, however, carefully read all of the     
  information in this document before you make any determination as to whether
or not you wish to change your vote.                                      

Q: WHEN DO YOU EXPECT TO COMPLETE THE PROPOSED MERGER?                          

A: We expect to complete the proposed merger as quickly as possible once all the
conditions to the merger, including obtaining the approval of Syncor      
stockholders, are fulfilled. Fulfilling some of these conditions is not   
entirely within                                                           

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our control. We currently expect to complete the proposed merger in either
late December 2002 or January 2003.                                       

Q: IF I HAVE MORE QUESTIONS ABOUT THE PROPOSED MERGER, WHERE CAN I FIND ANSWERS?

A: In addition to reading this document, its annexes and the documents we have  
incorporated in it by reference, you can find more information about the  
proposed merger in the original proxy statement/prospectus and the first  
 proxy statement supplement, each of which should be read together with this
document as well as Cardinal Health's and Syncor's public filings with the
U.S. Securities and Exchange Commission, which we refer to as the SEC, the
New York Stock Exchange and The Nasdaq National Market. See "Where You Can
 Find More Information." If you require assistance in changing or revoking a
proxy or if you have any other questions about the merger, please contact:

   [MACKENZIE PARTNERS, INC. LOGO]
  105 Madison Avenue
  New York, New York 10016
   (212) 929-5500 (Call Collect)
  or
   CALL TOLL-FREE (800) 322-2885
  or
   E-mail: proxy@mackenziepartners.com

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SUMMARY 

 This brief summary, together with the summary contained in the original
proxy statement/prospectus, highlights what we believe is the most important    
information about the merger transaction. You should carefully read this        
document, the original proxy statement/prospectus, the first proxy statement    
supplement and the information incorporated by reference in those documents for 
a complete understanding of the transactions and our companies' businesses. We  
have provided a page reference for each item in this summary so that you can    
easily find additional information about that item.                             

RECENT DEVELOPMENTS (PAGE 22)                                                   

We bring the following recent developments to your attention:         

 - As a result of negotiations between Cardinal Health and Syncor, which
began following the announcement by Syncor of the findings of an  
      investigation by a special committee of Syncor's board of directors into
     the propriety of certain payments made by international subsidiaries of
       Syncor to customers in several foreign jurisdictions, Cardinal Health and
    Syncor entered into an amendment to the merger agreement, which, among
     other things, reduces the portion of a Cardinal Health common share you
 will receive for each Syncor share in the merger from 0.52 to 0.47.

   - Syncor has reached agreements with both the U.S. Department of Justice,
      which we refer to as the DOJ, and the staff of the SEC, resolving claims
   that these governmental authorities have against Syncor in connection
       with the matters that are the subject of the investigation of the special
committee of Syncor's board of directors.                         

     For a more complete discussion of these and other recent developments which
have occurred relating to Syncor and the proposed merger with Cardinal Health,  
please see page 22.                                                             

RECORD DATE; VOTE REQUIRED (PAGES 17 AND 18)                                    

     You can vote at the special meeting if you owned Syncor shares at the close
of business on the record date of October 9, 2002. On the record date, there    
were approximately 26,103,945 Syncor shares outstanding and entitled to vote.   
You can cast one vote for each Syncor share you then owned. In order to approve 
the merger agreement, the holders of a majority of all outstanding Syncor shares
entitled to vote with respect to the merger agreement must vote in favor of the 
merger agreement.                                                               

Each of the officers and directors of Syncor, owning in the aggregate 
approximately 8.5% of the Syncor shares entitled to vote, are expected to vote  
in favor of the merger, which includes the 6.8% that have agreed to vote in     
favor of the merger agreement. Cardinal Health's directors and executive        
officers and their affiliates do not hold any Syncor shares.                    

OUR REASONS FOR THE MERGER (PAGE 29 OF THIS DOCUMENT AND PAGE 24 OF THE ORIGINAL
PROXY STATEMENT/PROSPECTUS)                                                     

  To understand the reasons why the boards of directors for both companies
recommended the merger, including the reduction in the exchange ratio from 0.52 
to 0.47, the merger, see the factors discussed on page 29 of this document and  
page 24 of the original proxy statement/prospectus.                             

OPINION OF SYNCOR'S FINANCIAL ADVISOR (PAGE 34)                                 

 In connection with the revised terms of the merger, the Syncor board of
directors received a written opinion from Salomon Smith Barney Inc., Syncor's   
financial advisor, as to the fairness, from a financial point of view, of the   
revised exchange ratio provided for in the amended merger agreement.            

  We have included the full text of Salomon Smith Barney's written opinion
dated December 3, 2002 as Appendix D to this document. We encourage you to read 
this opinion carefully in its entirety for a description of the assumptions     
made, procedures followed, matters considered and limitations on the review     
undertaken. Salomon Smith Barney's opinion is addressed to the Syncor board of  
directors and does not constitute a recommendation to any stockholder with      
respect to any matters relating to the proposed merger.                         

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APPRAISAL RIGHTS (PAGE 37 OF THE ORIGINAL PROXY STATEMENT/PROSPECTUS)           

   Under Delaware law, Syncor stockholders are not entitled to any appraisal
or dissenters' rights in connection with the merger.                            

MERGER CONSIDERATION; CONVERSION OF SHARES (PAGE 11)                            

    When we complete the proposed merger, your Syncor shares will be exchanged
for Cardinal Health common shares. Each Syncor share will become the right to   
receive 0.47 of a Cardinal Health common share with cash being paid in place of 
any fractional shares. Based on the closing per share sale price of Cardinal    
Health common shares as of December 5, 2002, the value of the Cardinal Health   
common shares to be received by all of the Syncor stockholders in connection    
with the merger is approximately $806 million.                                  

    For example, a holder of 110 shares of Syncor common stock will receive 51
Cardinal Health common shares, plus a cash payment with respect to 0.7 of a     
Cardinal Health common share.                                                   

    Since the number of Cardinal Health common shares that you will receive in
the merger is determined by a fixed exchange ratio, the value of what you will  
receive in the merger will fluctuate.                                           

SYNCOR STOCK OPTIONS (PAGE 41 OF THIS DOCUMENT AND PAGE 39 OF THE ORIGINAL PROXY
STATEMENT/PROSPECTUS)                                                           

 The stock options owned by Syncor employees will be exchanged for stock
options of Cardinal Health, subject to adjustments in exercise price and the    
number of shares to reflect the exchange ratio of the merger of 0.47. Options   
awarded to Syncor employees before June 14, 2002 will become exercisable        
immediately upon approval of the merger by Syncor stockholders. Subject to      
limited exceptions, all other options are subject to the same timing            
restrictions contained in the original grant.                                   

MANAGEMENT AND OPERATIONS AFTER THE MERGER (PAGE 62 OF THE ORIGINAL PROXY       
STATEMENT/PROSPECTUS)                                                           

   After the merger, the Cardinal Health board of directors will continue to
manage the business of Cardinal Health, which then will include the business of 
Syncor as a wholly owned subsidiary. After completion of the merger, Syncor will
be part of the Pharmaceutical Technologies and Services division of Cardinal    
Health.                                                                         

CONDITIONS TO COMPLETION OF THE MERGER (PAGE 41)                                

     The completion of the merger requires Cardinal Health and Syncor to satisfy
a number of conditions including:                                               

  - each of the representations and warranties of the two companies in the
merger agreement being true and correct;                          

- approval of the merger agreement by the holders of a majority of the
outstanding Syncor shares;                                        

- absence of any governmental or judicial body enjoining the merger;  

 - an opinion of counsel to the effect that the merger will constitute a
reorganization and no gain or loss will be recognized by Syncor   
       stockholders except with respect to cash received in lieu of a fractional
Cardinal Health common share;                                     

- the absence of any event that is likely to have a material adverse  
   effect, exclusive of certain matters, including those relating to the
investigation of Syncor's international operations; and           

    - the entry of a guilty plea by Syncor Taiwan, Inc. in accordance with the
       agreement reached by Syncor with the DOJ relating to the matters that are
   the subject of the investigation of the special committee of Syncor's
board of directors.                                               

The conditions, other than Syncor stockholder approval, may be waived at the    
election of the relevant company.                                               

TERMINATION OF THE MERGER AGREEMENT (PAGE 42)                                   

    Under certain circumstances, one of the companies may be able to terminate
the merger agreement without completing the merger, even if Syncor stockholders 
have approved the merger agreement. The most important examples follow:         

- it becomes illegal to complete the merger;                          

    - the merger is not completed by the earlier of 23 business days after the
SEC declares this document effective or March 21, 2003;           
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- one of the companies breaches an important provision of the merger  
agreement; and                                                    

   - the Syncor board of directors changes its recommendation supporting the
      merger or does not reaffirm its support of the merger within 20 business
days after being asked by Cardinal Health to do so.               

SUPPORT/VOTING AGREEMENTS (PAGE 55 OF THE ORIGINAL PROXY STATEMENT/PROSPECTUS)  

In connection with the merger, Cardinal Health has entered into       
support/voting agreements with Monty Fu, Chairman of the Board of Syncor, who   
has been on paid leave of absence, and Robert G. Funari, President, Chief       
Executive Officer and a director of Syncor. As of the record date, these        
directors of Syncor beneficially owned approximately 3,008,210 million Syncor   
shares representing approximately 11% of the outstanding Syncor shares. Of this 
amount, 41% were unexercised Syncor options. Under the support/voting           
agreements, each of these directors has agreed to vote all of his Syncor shares 
in favor of the merger agreement, but the directors are not required to exercise
their Syncor options.                                                           

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES (PAGE 44)                         

Counsel has opined that the merger will be a reorganization for U.S.  
federal income tax purposes, if completed in the manner expected, meaning that  
Syncor stockholders will not recognize gain or loss for U.S. federal income tax 
purposes in the merger, except for gain or loss recognized because of cash      
received instead of fractional Cardinal Health common shares and possibly with  
respect to Syncor shares contributed to the capital of Syncor under the Fu      
letter agreement.                                                               

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SELECTED HISTORICAL FINANCIAL INFORMATION 

   The following financial information is to aid you in your analysis of the
financial aspects of the merger. We present below selected historical financial 
data of Syncor as of and for each of the five years ended December 31, 2001 and 
as of and for the nine months ended September 30, 2002 and 2001, and of Cardinal
Health as of and for each of the five years ended June 30, 2002 and as of and   
for the three months ended September 30, 2002 and 2001. The historical statement
of operations of Syncor for the nine months ended September 30, 2002 and 2001,  
and the historical balance sheet data as of September 30, 2002 are derived from 
the unaudited financial statements incorporated by reference in this document.  
The historical balance sheet data of Syncor as of September 30, 2001, is derived
from unaudited financial statements which, in accordance with SEC rules, we have
not incorporated by reference in this document. The income statement of Cardinal
Health for the three months ended September 30, 2002 and 2001, and the balance  
sheet data as of September 30, 2002, are derived from the unaudited financial   
statements incorporated by reference in this document. The balance sheet data of
Cardinal Health as of September 30, 2001, are derived from unaudited financial  
statements which, in accordance with SEC rules, we have not incorporated by     
reference in this document.                                                     

 We derived the historical statement of operations data, as restated for
discontinued operations, for Syncor for the years ended December 31, 2001, 2000 
and 1999, and the historical balance sheet data, as restated for discontinued   
operations, as of December 31, 2001 and 2000, from audited consolidated         
financial statements, which we have incorporated by reference in this document. 
We derived the historical statement of operations data, as restated for         
discontinued operations, for Syncor for the years ended December 31, 1998 and   
1997, and the historical balance sheet data, as restated for discontinued       
operations, as of December 31, 1999, 1998 and 1997, from audited consolidated   
financial statements, which, in accordance with SEC rules, we have not          
incorporated by reference in this document.                                     

We derived the income statement data for Cardinal Health for the years
ended June 30, 2002, 2001 and 2000, and the balance sheet data as of June 30,   
2002 and 2001, from audited consolidated financial statements, which we have    
incorporated by reference in this document. We derived the income statement data
for Cardinal Health for the years ended June 30, 1999 and 1998, and the balance 
sheet data as of June 30, 2000, 1999 and 1998, from audited consolidated        
financial statements, which, in accordance with SEC rules, we have not          
incorporated by reference in this document.                                     

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 The historical financial data, as restated for discontinued operations,
that appear below are only a summary, and you should read them in conjunction   
with the historical financial statements and related notes of Syncor. The       
following data has been restated to allow for comparability due to the          
announcement on June 14, 2002 of the discontinuation of certain operations,     
including our U.S. medical imaging business operated by Comprehensive Medical   
Imaging, Inc., which we refer to as CMI (previously a separate segment for      
reporting purposes), certain overseas locations and our brachytherapy seeds     
manufacturing operations. The financial data presented are consistent with the  
Form 10-K/A-1 for the year ended December 31, 2001 and the Form 10-Q for the    
period ended September 30, 2002, filed with the SEC by Syncor on October 11,    
2002 and November 19, 2002, respectively. Syncor's historical financial         
statements are included in documents filed with the SEC. See "Where You Can Find
More Information" on page 47.                                                   

SYNCOR INTERNATIONAL CORPORATION
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 

                                                        [Enlarge/Download Table]

                                                                                        AT OR FOR THE  
                                                                                         NINE MONTHS   
                                                                                            ENDED      
                                        AT OR FOR THE FISCAL YEAR ENDED DECEMBER 31,    SEPTEMBER 30,  
                                        ---------------------------------------------  ----------------
                                         1997     1998    1999(2)   2000(2)   2001(2)   2001    2002(2)
                                        ------   ------   -------   -------   -------  ------   -------
                                                                                                       
EARNINGS DATA:                                                                                         
Total revenue from continuing                                                                          
  operations........................... $379.9   $410.5   $457.2    $517.6    $598.1   $434.3   $555.1 
Net earnings (loss):                                                                                   
  -- Continuing operations............. $ 10.4   $ 13.9   $ 18.2    $ 28.0    $ 34.5   $ 26.7   $ 22.5 
  -- Discontinued operations, net of                                                                   
    taxes..............................    0.7       --      1.0       1.5       3.4      2.3    (55.1)
                                        ------   ------   ------    ------    ------   ------   ------ 
  -- Net earnings (loss)............... $ 11.1   $ 13.9   $ 19.2    $ 29.5    $ 37.9   $ 29.0   $(32.6)
Earnings (loss) per share of Syncor                                                                    
  common stock:(1)                                                                                     
Basic                                                                                                  
  -- Continuing operations............. $ 0.51   $ 0.65   $ 0.78    $ 1.17    $ 1.40   $ 1.09   $ 0.90 
  -- Discontinued operations, net of                                                                   
    taxes..............................   0.04       --     0.04      0.06      0.14     0.09    (2.20)
                                        ------   ------   ------    ------    ------   ------   ------ 
  -- Net income (loss)................. $ 0.55   $ 0.65   $ 0.82    $ 1.23    $ 1.54   $ 1.18   $(1.30)
Diluted                                                                                                
  -- Continuing operations............. $ 0.50   $ 0.61   $ 0.71    $ 1.05    $ 1.28   $ 0.99   $ 0.83 
  -- Discontinued operations, net of                                                                   
    taxes..............................   0.04       --     0.04      0.06      0.12     0.08    (2.04)
                                        ------   ------   ------    ------    ------   ------   ------ 
  -- Net income (loss)................. $ 0.54   $ 0.61   $ 0.75    $ 1.11    $ 1.40   $ 1.07   $(1.21)
Cash dividends declared per share of                                                                   
  Syncor common stock.................. $   --   $   --   $   --    $   --    $   --   $   --   $   -- 
BALANCE SHEET DATA:                                                                                    
Total assets:                                                                                          
  -- Continuing operations............. $163.7   $161.7   $180.8    $260.1    $304.7   $292.4   $346.1 
  -- Discontinued operations...........    0.9     94.9    131.8     210.6     283.1    278.4    235.8 
                                        ------   ------   ------    ------    ------   ------   ------ 
  -- Total assets...................... $164.6   $256.6   $312.6    $470.7    $587.8   $570.8   $581.9 
Long-term obligations, less current                                                                    
  portion:                                                                                             
  -- Continuing operations............. $ 17.3   $  6.5   $   --    $ 18.4    $ 35.1   $ 50.3   $ 18.9 
  -- Discontinued operations...........     --     63.8     76.3     119.5     175.5    169.9    164.0 
                                        ------   ------   ------    ------    ------   ------   ------ 
  -- Total long-term obligations, less                                                                 
     current portion................... $ 17.3   $ 70.3   $ 76.3    $137.9    $210.6   $220.2   $182.9 
Stockholders' equity................... $ 87.4   $111.4   $140.3    $185.9    $234.8   $228.3   $223.4 

---------------                                                                 

(1) Net earnings (loss) per share of Syncor common stock have been adjusted to  
retroactively reflect all stock splits through September 30, 2002.      

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(2) In July 2001, the Financial Accounting Standards Board, which we refer to as
the FASB, issued Statement of Accounting Standards, which we refer to as
   SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 requires that the purchase method of   
 accounting be used for all business combinations completed after June 30,
2001, clarifies the recognition of intangible assets separately from    
goodwill and requires that unallocated negative goodwill be written off 
   immediately as an extraordinary gain. SFAS No. 142, which was effective for
fiscal years beginning after December 15, 2001, requires that ratable   
amortization of goodwill be replaced with periodic tests of goodwill    
impairment and that intangible assets, other than goodwill, which have  
   determinable useful lives, be amortized over their useful lives. Syncor has
   adopted these accounting standards effective January 1, 2002. There were no
adjustments to identifiable intangible assets' useful lives or recorded 
balances as a result of the adoption of SFAS No. 142. We will perform an
annual impairment analysis of goodwill in the fourth quarter of 2002 as 
required by SFAS No. 142.                                               

During the quarter ended September 30, 2002, we recorded an impairment  
   charge of $31.3 million net of taxes in discontinued operations for the CMI
  imaging business assets (goodwill) due to receiving bids for this business
under the current carrying values of these assets. The charge was not a 
  transitional charge under SFAS No. 142; therefore, the charge was recorded
in discontinued operations for the quarter ended September 30, 2002.    

  The following table displays Syncor's net earnings and per share amounts
for fiscal years 1999, 2000 and 2001 as adjusted for amortization of intangible 
assets and goodwill.                                                            

                                                                [Download Table]

                                                         FOR THE FISCAL YEAR ENDED 
                                                               DECEMBER 31,        
                                                        ---------------------------
                                                         1999      2000      2001  
                                                        -------   -------   -------
                                                           (IN MILLIONS, EXCEPT    
                                                            PER SHARE AMOUNTS)     
                                                                                   
Net earnings...........................................  $21.6     $31.8     $41.7 
Basic earnings per share...............................  $0.93     $1.33     $1.70 
Diluted earnings per share.............................  $0.85     $1.19     $1.54 

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     The historical financial data that appear below are only a summary, and you
should read them in conjunction with the historical financial statements and    
related notes of Cardinal Health. Cardinal Health's historical financial        
statements are included in documents filed with the SEC. See "Where You Can Find
More Information" on page 47.                                                   

CARDINAL HEALTH, INC. 
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 

                                                        [Enlarge/Download Table]

                                                                                         AT OR FOR THE THREE MONTHS 
                                    AT OR FOR THE FISCAL YEAR ENDED JUNE 30,(1)              ENDED SEPTEMBER 30,    
                             ---------------------------------------------------------   ---------------------------
                              1998(2)     1999(2)      2000        2001        2002          2001           2002    
                             ---------   ---------   ---------   ---------   ---------   ------------   ------------
                                                                                                                    
EARNINGS DATA:                                                                                                      
Revenue:                                                                                                            
Operating revenue..........  $20,844.8   $25,682.5   $30,257.8   $38,660.1   $44,394.3    $ 9,865.4      $11,416.6  
Bulk deliveries to customer                                                                                         
  warehouses and other.....    7,541.1     7,050.4     8,092.1     9,287.5     6,741.4      1,908.0        1,669.5  
                             ---------   ---------   ---------   ---------   ---------    ---------      ---------  
Total revenue..............  $28,385.9   $32,732.9   $38,349.9   $47,947.6   $51,135.7    $11,773.4      $13,086.1  
Earnings before cumulative                                                                                          
  effect change in                                                                                                  
  accounting...............  $   474.3   $   499.3   $   717.8   $   857.4   $ 1,126.3    $   246.4      $   288.3  
Cumulative effect of change                                                                                         
  in accounting(5).........         --          --          --          --        70.1         70.1             --  
                             ---------   ---------   ---------   ---------   ---------    ---------      ---------  
Net earnings...............  $   474.3   $   499.3   $   717.8   $   857.4   $ 1,056.2    $   176.3      $   288.3  
Basic earnings per common                                                                                           
  share(3)                                                                                                          
  Before cumulative effect                                                                                          
    of change in                                                                                                    
    accounting.............  $    1.10   $    1.14   $    1.64   $    1.93   $    2.50    $    0.55      $    0.65  
  Cumulative effect of                                                                                              
    change in                                                                                                       
    accounting(5)..........         --          --          --          --       (0.16)       (0.16)            --  
                             ---------   ---------   ---------   ---------   ---------    ---------      ---------  
Net basic earnings per                                                                                              
  common share.............  $    1.10   $    1.14   $    1.64   $    1.93   $    2.34    $    0.39      $    0.65  
Diluted earnings per common                                                                                         
  share(3)                                                                                                          
  Before cumulative effect                                                                                          
    of change in                                                                                                    
    accounting.............  $    1.07   $    1.12   $    1.60   $    1.88   $    2.45    $    0.53      $    0.64  
  Cumulative effect of                                                                                              
    change in                                                                                                       
    accounting(5)..........         --          --          --          --       (0.15)       (0.15)            --  
                             ---------   ---------   ---------   ---------   ---------    ---------      ---------  
Net diluted earnings per                                                                                            
  common share.............  $    1.07   $    1.12   $    1.60   $    1.88   $    2.30    $    0.38      $    0.64  
Cash dividends declared per                                                                                         
  Cardinal Health common                                                                                            
  share(3)(4)..............  $   0.049   $   0.067   $   0.070   $   0.085   $   0.100    $   0.025      $   0.025  
BALANCE SHEET DATA:                                                                                                 
Total assets...............  $ 8,876.8   $ 9,682.7   $12,024.1   $14,642.4   $16,438.0    $15,721.5      $16,235.2  
Long-term obligations, less                                                                                         
  current portion..........  $ 1,362.2   $ 1,224.5   $ 1,524.5   $ 1,871.0   $ 2,207.0    $ 2,288.6      $ 2,237.8  
Shareholders' equity.......  $ 3,389.9   $ 3,894.6   $ 4,400.4   $ 5,437.1   $ 6,393.0    $ 5,670.1      $ 6,353.7  

---------------                                                                 

(1) Amounts reflect business combinations and the impact of merger-related costs
   and other special charges in all periods presented. See Note 2 of "Notes to
Consolidated Financial Statements" incorporated by reference to Cardinal
Health's 10-K for the fiscal year ended June 30, 2002 for a further     
discussion of merger-related costs and other special charges affecting  
fiscal 2000, 2001 and 2002. Fiscal 1998 amounts reflect the impact of   
merger-related charges and other special charges of $57.8 million ($19.5
million, net of tax). Fiscal 1999 amounts reflect the impact of         
merger-related charges and other special charges of                     

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$165.4 million ($122.3 million, net of tax). See Note 4 of "Notes to    
 Condensed Consolidated Financial Statements" incorporated by reference to
 Cardinal Health's Form 10-Q for the three months ended September 30, 2002
for further discussion of merger-related costs and other special charges
affecting the three months ended September 30, 2001 and 2002.           

(2) In April 1998, Automatic Liquid Packaging, Inc. ("ALP") had elected         
    S-Corporation status for income tax purposes. As a result of the merger with
    Cardinal Health, ALP terminated its S-Corporation election. Amounts above do
   not reflect the impact of pro forma adjustments related to ALP taxes, as if
  ALP had been subject to federal income taxes during the periods presented.
   For the fiscal years ended June 30, 1998 and 1999, the pro forma adjustment
for ALP taxes would have reduced net earnings by $4.6 million and $9.3  
    million, respectively. The pro forma adjustment would have decreased diluted
   earnings per Cardinal Health common share by $0.01 to $1.06 for fiscal 1998
and by $0.02 to $1.10 for fiscal 1999.                                  

(3) Net basic earnings, net diluted earnings and cash dividends declared per    
    Cardinal Health common share have been adjusted to retroactively reflect all
stock dividends and stock splits through September 30, 2002.            

(4) Cash dividends declared per Cardinal Health common share exclude dividends  
paid by all entities which Cardinal Health has acquired by merger.      

(5) In the first quarter of fiscal 2002, the method of recognizing revenue for  
   pharmacy automation equipment was changed from recognizing revenue when the
  units were delivered to the customer to recognizing revenue when the units
are installed at the customer site. For more information regarding the  
change in accounting see Note 14 of "Notes to Consolidated Financial    
    Statements" incorporated by reference to Cardinal Health's Form 10-K for the
fiscal year ended June 30, 2002.                                        

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COMPARATIVE PER COMMON SHARE INFORMATION

 We have set forth below information concerning earnings, cash dividends
declared and book value per share data for Cardinal Health on an historical and 
a pro forma combined basis and for Syncor on an historical basis adjusted for   
discontinued operations (see Note 1 below) and a pro forma combined basis       
restated for discontinued operations for Syncor. Book value per share for the   
pro forma combined presentation is based on outstanding Cardinal Health common  
shares, adjusted to include the estimated number of Cardinal Health common      
shares to be issued in the merger for outstanding Syncor shares at the time the 
merger is completed. The per share equivalent pro forma combined data for Syncor
shares is based on the conversion of each Syncor share into 0.47 of a Cardinal  
Health common share using the revised negotiated exchange ratio. See "The Merger
Agreement Amendments -- Exchange Ratio." Based on the closing per share sale    
price of Cardinal Health common shares as of December 5, 2002, the value of the 
Cardinal Health common shares to be received by all of the Syncor stockholders  
in connection with the merger is approximately $806 million.                    

 You should read the information set forth below in conjunction with the
respective audited and unaudited financial statements of Cardinal Health and    
Syncor incorporated by reference in this document. See "Where You Can Find More 
Information" on page [46].                                                      

                                                        [Enlarge/Download Table]

                                                              AT OR FOR THE    AT OR FOR THE   
                                                              TWELVE MONTHS     THREE MONTHS   
                                                                  ENDED            ENDED       
                                                              JUNE 30, 2002  SEPTEMBER 30, 2002
                                                              -------------  ------------------
                                                                                               
SYNCOR INTERNATIONAL -- HISTORICAL RESTATED FOR DISCONTINUED                                   
  OPERATIONS                                                                                   
Net earnings per share of Syncor common stock from                                             
  continuing operations(1):                                                                    
  Basic.....................................................      $1.36            $0.14       
  Diluted...................................................       1.26             0.13       
Cash dividends declared per share of Syncor common stock....         --               --       
Book value per share(6).....................................       9.29             8.56       

                                                        [Enlarge/Download Table]

                                                             AT OR FOR THE    AT OR FOR THE   
                                                              FISCAL YEAR      THREE MONTHS   
                                                                 ENDED            ENDED       
                                                             JUNE 30, 2002  SEPTEMBER 30, 2002
                                                             -------------  ------------------
                                                                                              
CARDINAL HEALTH -- HISTORICAL                                                                 
Net earnings per Cardinal Health common share before                                          
  cumulative effect of change in accounting(2):                                               
  Basic.....................................................    $ 2.50            $ 0.65      
  Diluted...................................................      2.45              0.64      
Cash dividends declared per Cardinal Health common share....      0.10             0.025      
Book value per share........................................     14.24             14.33      

CARDINAL HEALTH AND SYNCOR -- PRO FORMA COMBINED                                              
Net earnings per common share from continuing operations                                      
  before cumulative effect of change in                                                       
  accounting(1)(2)(3)(4):                                                                     
  Basic.....................................................    $ 2.51              0.64      
  Diluted...................................................      2.45              0.63      
Cash dividends declared per common share(5).................      0.10             0.025      
Book value per share(3)(4)(6)...............................     14.38             14.43      

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                                                        [Enlarge/Download Table]

                                                             AT OR FOR THE    AT OR FOR THE   
                                                             TWELVE MONTHS     THREE MONTHS   
                                                                 ENDED            ENDED       
                                                             JUNE 30, 2002  SEPTEMBER 30, 2002
                                                             -------------  ------------------
                                                                                              
EQUIVALENT PRO FORMA COMBINED PER SHARE OF SYNCOR                                             
  COMMON STOCK                                                                                
Net earnings per common share of Syncor from continuing                                       
  operations before cumulative effect of change in                                            
  accounting(1)(2)(3)(4):                                                                     
  Basic.....................................................    $ 1.18            $ 0.30      
  Diluted...................................................      1.15              0.30      
Cash dividends declared per common share(5).................     0.047             0.012      
Book value per share(3)(4)(6)...............................      6.76              6.78      

---------------                                                                 

(1) Syncor's historical net earnings per share of Syncor common stock from      
  continuing operations at or for the twelve months ended June 30, 2002, and
at or for the three months ended September 30, 2002, exclude the        
   discontinued operations related to Syncor's planned sale of CMI, closure or
sale of certain international locations and disposal of Syncor's        
brachytherapy seeds production business announced by Syncor on June 14, 
2002.                                                                   

(2) Cardinal Health's historical net earnings per Cardinal Health common share  
before cumulative effect of change in accounting, Cardinal Health's and 
 Syncor's Pro Forma Combined net earnings per common share from continuing
operations before cumulative effect of change in accounting and the     
   Equivalent Pro Forma Combined net earnings per common share from continuing
operations before cumulative effect of change in accounting reflect the 
 effect of merger-related costs and other special charges. Amounts include
the effect of merger-related costs and other special charges recorded by
  Cardinal Health in the fiscal year ended June 30, 2002 and the three-month
period ended September 30, 2002. See Note 2 of "Notes to Consolidated   
 Financial Statements" incorporated by reference to Cardinal Health's Form
10-K for the fiscal year ended June 30, 2002 for a further discussion of
  merger-related costs and other special charges affecting fiscal year ended
June 30, 2002. See Note 4 of "Notes to Condensed Consolidated Financial 
    Statements" incorporated by reference to Cardinal Health's Form 10-Q for the
three months ended September 30, 2002 for further discussion of the     
 merger-related costs and other special charges affecting the three months
ended September 30, 2002.                                               

(3) The Pro Forma Combined and the Equivalent Pro Forma Combined information    
    (excluding the book value per share information) presents the combination of
   Cardinal Health for the fiscal year ended June 30, 2002 with Syncor for the
    twelve months ended June 30, 2002. In addition, the financial information of
 Cardinal Health for the three months ended September 30, 2002 is combined
with that of Syncor for the same time period. The book value per share  
  information as of June 30, 2002 is calculated based on the Cardinal Health
balance sheet at June 30, 2002 and the Syncor balance sheet at June 30, 
2002. The book value per share information at September 30, 2002 is     
calculated based on the Cardinal Health and Syncor balance sheets as of 
September 30, 2002.                                                     

(4) Amount does not reflect the pro forma effect of future merger-related costs.
  In connection with the merger, Cardinal Health expects to incur investment
banking, legal, accounting and other related costs and fees. These costs
will be included as part of the cost of the acquisition. Additionally,  
Cardinal Health and Syncor expect to incur other merger-related costs   
associated with the integration of the companies and institution of     
efficiencies anticipated as a result of the merger. The merger-related  
  expenses will be charged to operating expense in the period when incurred.
  Since the merger has not yet been completed and transition plans currently
    are being developed, the merger-related costs cannot be reasonably estimated
at this time.                                                           

(5) Pro Forma Combined cash dividends declared per Cardinal Health common share 
represent the historical dividends of Cardinal Health for all periods   
 presented and exclude all dividends paid by Syncor and all entities which
  Cardinal Health has acquired by merger. Cardinal Health's and Syncor's Pro
  Forma Combined cash dividends declared per common share have been adjusted
  to give retroactive effect to all stock dividends and stock splits through
September 30, 2002.                                                     

(6) Syncor's book value per share at September 30, 2002 included the effect of  
    an asset impairment charge recorded in the quarter ended September 30, 2002.
See Note 2 of "Notes to Condensed Consolidated Financial Statements"    
incorporated by reference to Syncor's Form 10-Q for the quarter ended   
  September 30, 2002 for a further discussion of the asset impairment charge
recorded in that time period.                                           

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COMPARATIVE MARKET PRICE AND DIVIDEND DATA

On the table below, we present the range of the reported high and low 
closing per share sale prices of Cardinal Health common shares as shown on the  
New York Stock Exchange Composite Tape and Syncor shares as reported on The     
Nasdaq National Market, as well as the per share dividends declared on those    
shares, for the calendar quarters indicated. We have adjusted the share price   
information in the table to reflect retroactively all applicable stock splits.  

                                                        [Enlarge/Download Table]

                                         CARDINAL HEALTH COMMON SHARE       SYNCOR COMMON STOCK    
                                        ------------------------------  ---------------------------
CALENDAR YEAR                            HIGH       LOW     DIVIDENDS    HIGH     LOW     DIVIDENDS
-------------                           -------   -------   ----------  ------   ------   ---------
                                                                                                   
1999                                                                                               
First Quarter.......................... $53.67    $44.00     $0.0167    $17.25   $12.25      --    
Second Quarter.........................  47.92     37.92      0.0167     18.00    12.96      --    
Third Quarter..........................  46.63     34.67      0.0167     20.00    14.50      --    
Fourth Quarter.........................  37.58     25.00      0.0167     20.36    13.37      --    
2000                                                                                               
First Quarter.......................... $39.58    $24.79     $0.0167    $16.50   $11.02      --    
Second Quarter.........................  49.33     30.58      0.0200     36.00    13.00      --    
Third Quarter..........................  63.38     45.27      0.0200     43.94    32.75      --    
Fourth Quarter.........................  69.25     59.04      0.0200     39.06    23.75      --    
2001                                                                                               
First Quarter.......................... $68.35    $58.67     $0.0200    $38.81   $27.25      --    
Second Quarter.........................  77.00     61.78      0.0250     42.29    26.64      --    
Third Quarter..........................  75.30     67.28      0.0250     38.74    26.63      --    
Fourth Quarter.........................  76.60     61.50      0.0250     33.31    26.03      --    
2002                                                                                               
First Quarter.......................... $70.89    $60.80     $0.0250    $29.15   $21.70      --    
Second Quarter.........................  73.00     61.41      0.0250     34.12    27.72      --    
Third Quarter..........................  68.19     49.08      0.0250     35.15    25.11      --    
Fourth Quarter (through December 5)....  71.16     61.04      0.0250     36.86    18.37      --    

     The following table sets forth the closing price per Cardinal Health common
share as reported on the New York Stock Exchange Composite Tape and the closing 
price per Syncor share as reported on The Nasdaq National Market on June 13,    
2002, the last full trading day before we announced the proposed merger, on     
December 3, 2002, the last full trading day before we announced the amendment to
the exchange ratio for the proposed merger, and on December 5, 2002, the last   
full trading day before the date of this document each based on the original    
exchange ratio of 0.52. This table also shows the implied value of one Syncor   
share which we calculated by multiplying the closing price per Cardinal Health  
common share on those dates by 0.47, the revised exchange ratio.                

                                                        [Enlarge/Download Table]

                                                             IMPLIED VALUE OF       IMPLIED VALUE OF   
                                                               ONE SHARE OF           ONE SHARE OF     
                                          CARDINAL HEALTH         SYNCOR                 SYNCOR        
                               SYNCOR         COMMON           COMMON STOCK           COMMON STOCK     
                            COMMON STOCK      SHARES       (0.47 EXCHANGE RATIO)  (0.52 EXCHANGE RATIO)
                            ------------  ---------------  ---------------------  ---------------------
                                                                                                       
June 13, 2002..............    $28.21         $62.35              $29.30                  32.42        
December 3, 2002...........    $26.12         $62.25              $29.26                  32.37        
December 5, 2002...........    $29.54         $63.01              $29.61                  32.77        

  We encourage you to obtain current market quotations for Cardinal Health
common shares and Syncor shares. Based on the closing per share sale price of   
Cardinal Health common shares as of December 5, 2002, the value of the Cardinal 
Health common shares to be received by all of the Syncor stockholders in        
connection with the merger is approximately $806 million.                       

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    The Cardinal Health common shares that Syncor stockholders will receive in
the merger have been approved for listing on the New York Stock Exchange.       
Cardinal Health anticipates that it will continue to pay quarterly cash         
dividends. The Cardinal Health board of directors, however, has discretion to   
decide upon the timing and amount of any future dividends, and whether or not   
Cardinal Health will pay dividends (and, if so, how much the dividends will be) 
will depend on Cardinal Health's future earnings, financial condition, capital  
requirements and other factors.                                                 

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RISK FACTORS

In considering whether to vote in favor of the merger agreement with  
Cardinal Health, you should consider all of the information we have included in 
this document and its annexes and all of the information included in the        
documents incorporated by reference in this document (including the risk factors
contained in Cardinal Health's Form 10-K for the fiscal year 2002 beginning on  
page 8 of that document). In addition, you should pay particular attention to   
the following risk factors related to the merger.                               

THE MARKET VALUE OF CARDINAL HEALTH COMMON SHARES WILL VARY AND THE SHARES YOU  
WILL RECEIVE IF THE MERGER IS COMPLETED MAY HAVE A LOWER PRICE AFTER COMPLETION 
OF THE MERGER THAN THEY CURRENTLY HAVE.                                         

   The exchange ratio is a fixed ratio that will not be adjusted as a result
of any increase or decrease in the price of either Cardinal Health common shares
or Syncor common stock. The price of Cardinal Health common shares at the time  
the merger is completed may be higher or lower than the price on the date of    
this document or on the date of the special meeting. For example, since the     
merger was announced on June 14, 2002 until December 5, 2002, the closing per   
share price of Cardinal Health common shares was as high as $73.00 per share and
as low as $49.08. Changes in the business, operations or prospects of Cardinal  
Health or Syncor, market assessments of the likelihood that the proposed merger 
will be completed, regulatory considerations, general market and economic       
conditions or other factors may affect the prices of Cardinal Health common     
shares, Syncor shares or both. Most of these factors are beyond our control.    
Since the proposed merger will be completed only after all the conditions to the
merger are satisfied or waived, including the approval of the amended merger    
agreement at the Syncor special meeting, there is no way to be sure that the    
price of Cardinal Health common shares on any date prior to completion of the   
merger will be indicative of the price at the time the merger is completed. You 
should obtain current market quotations for both Cardinal Health common shares  
and Syncor shares.                                                              

IF WE FAIL TO ACHIEVE THE BENEFITS ANTICIPATED IN THE MERGER OR FAIL TO         
SUCCESSFULLY INTEGRATE THE COMPANIES' RESPECTIVE OPERATIONS, CARDINAL HEALTH'S  
RESULTS FROM OPERATIONS MAY BE LOWER THAN ONE MIGHT EXPECT FROM THE COMBINED    
COMPANY.                                                                        

We believe that the proposed merger presents us with an opportunity to
reduce marginal operating costs for the combined company below levels that      
either Cardinal Health or Syncor could achieve independently and the opportunity
to negotiate more favorable merchandising programs and price discounts on behalf
of its customers. Additionally, we believe the acquisition of Syncor by Cardinal
Health will be accretive to earnings and cash flow of the combined company and  
that the transaction presents Cardinal Health with an opportunity to increase   
its presence in the high-growth nuclear pharmacy business, providing us an      
opportunity to enhance our revenues. We based our expectations of cost savings  
on many assumptions, including future sales levels and other operating results  
from the combined company's nuclear pharmacy businesses, the availability of    
funds for capital expenditures, the timing of certain events (including the     
planned dispositions of certain of Syncor's operations), as well as general     
industry and business conditions and other matters. Many of these factors are   
beyond the control of the combined company. Our estimates also are based on a   
management consensus as to what levels of sales and similar efficiencies should 
be achievable by an entity the size of the combined company. Our estimates of   
potential cost savings and revenue enhancements are forward-looking statements  
that are by their nature uncertain. The combined company's resulting cost       
savings and revenue improvements, if any, could materially differ from those    
projected and cannot be reliably estimated. It is possible that unforeseen costs
and expenses or other factors will offset the estimated cost savings and revenue
improvements or other components of the combined company's plan or result in    
delays in the realization of certain projected cost savings.                    

     In addition, there are a number of other risks that may arise in attempting
to integrate Syncor's operations with those of Cardinal Health, including:      

- the possibility that Cardinal Health's or Syncor's management may be
distracted from regular business concerns by the need to integrate
operations,                                                       

 - unforeseen difficulties in integrating Syncor's and Cardinal Health's
operations and systems,                                           
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   - problems or difficulties in assimilating and retaining the employees of
the operations that are being combined, and                       

- challenges in retaining customers and suppliers.                    

     If we fail to efficiently manage these risks, we could experience potential
adverse short-term or long-term effects on our nuclear pharmacy business'       
operating results as well as that of Cardinal Health's other businesses.        
Although Cardinal Health has not previously encountered material difficulties in
integrating acquisitions, we cannot be certain that we will be able to          
successfully integrate Cardinal Health's Central Pharmacy Services nuclear      
pharmacy business with that of Syncor.                                          

  Additionally, Syncor announced, on June 14, 2002, that it is exiting the
imaging business and is entertaining offers for its Comprehensive Medical       
Imaging division. This transaction may occur before or after the completion of  
the merger, or may not occur at all if terms acceptable to Syncor and/or        
Cardinal Health cannot be successfully negotiated (See "Recent                  
Developments -- CMI Sale Process").                                             

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THE SPECIAL MEETING 

The Syncor board of directors is soliciting proxies from Syncor       
stockholders for use at the reconvened special meeting and at any adjournments  
or postponements of the special meeting. This document, together with the form  
of proxy, is being mailed to Syncor stockholders on or about December [  ],     
2002.                                                                           

TIME AND PLACE OF THE MEETING                                                   

The time and place of the special meeting is:                         

Monday, December 30, 2002                                               
2:00 p.m., California time                                            
Warner Center Hilton Hotel                                            
6360 Canoga Avenue                                                    
Woodland Hills, California                                              

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING                                 

The special meeting will be held to:                                  

       (1) Vote on a proposal to approve the Agreement and Plan of Merger,
dated as of June 14, 2002, among Cardinal Health, Inc., Mudhen Merger 
     Corp., a wholly owned subsidiary of Cardinal Health, and Syncor, as amended
   on November 22, 2002 and December 3, 2002, which we refer to collectively
  as the merger agreement. Pursuant to the merger agreement, Mudhen Merger
 Corp. will merge with and into Syncor upon the terms and subject to the
  conditions set forth in the merger agreement, as more fully described in
    this document and in the original proxy statement/prospectus and the first
 proxy statement supplement. If the merger agreement is approved and the
  merger and the related transactions contemplated by the merger agreement
     are consummated, each Syncor share will become the right to receive 0.47 of
a Cardinal Health common share;                                       

    (2) Adjourn the special meeting, if necessary, to permit further
    solicitation of proxies in the event there are not sufficient votes at the
   time of the special meeting to approve the merger agreement proposal; and

          (3) Act on any other matters that may properly come before the special
meeting.                                                              

RECORD DATE                                                                     

     The Syncor board of directors has established October 9, 2002 as the record
date for the special meeting. Only holders of record of Syncor shares on the    
record date are entitled to attend and vote at the special meeting or at any    
adjournments or postponements of the special meeting.                           

  As of the close of business on the record date, there were approximately
26,103,945 Syncor shares outstanding and entitled to vote for purposes of the   
general vote at the special meeting.                                            

SHARE OWNERSHIP                                                                 

   Syncor.  On the record date, all Syncor directors, executive officers and
their affiliates, as a group, beneficially owned a total of 2,210,839           
outstanding Syncor shares, representing approximately 8.5% of the voting power  
at the special meeting. Each of these Syncor directors and officers is expected 
to vote the outstanding Syncor shares beneficially, owned by him or her in favor
of the merger agreement. Monty Fu, Chairman of the Board of Syncor, who has been
on paid leave of absence, and Robert G. Funari, President and Chief Executive   
Officer of Syncor, who, together, beneficially own (excluding Syncor stock      
options) approximately 6.8% of the outstanding shares on the record date, have  
executed support/voting agreements with Cardinal Health agreeing to vote in     
favor of the merger agreement.                                                  

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    Cardinal Health.  At the record date, Cardinal Health and its subsidiaries
did not beneficially own any Syncor shares. At the same date, all of Cardinal   
Health's directors, executive officers and their affiliates as a group did not  
hold any Syncor shares.                                                         

QUORUM                                                                          

     A quorum consisting of the holders of a majority of the voting power of the
issued and outstanding Syncor shares at the record date must be present in      
person or represented by proxy for the transaction of business at the special   
meeting. Syncor shares held by brokers or nominees as to which instructions have
not been received from the beneficial owners or persons entitled to vote and for
which the broker or nominee does not have discretionary power to vote on a      
particular matter are referred to as "broker non-votes." These broker non-votes,
if any, and Syncor shares represented by proxies that reflect abstentions will  
be treated as Syncor shares that are present and entitled to vote for purposes  
of determining the presence of a quorum.                                        

VOTE REQUIRED                                                                   

Approval of the merger agreement at the special meeting requires the  
affirmative vote of holders representing a majority of the voting power of the  
issued and outstanding Syncor shares. Each Syncor stockholder will have one vote
for each Syncor share held on the record date.                                  

     Because approval of the merger agreement requires the affirmative vote of a
specified percentage of outstanding Syncor shares, abstaining, not voting on the
proposal, or failing to instruct your broker on how to vote Syncor shares held  
for you by the broker, will have the same effect as voting against the merger   
agreement.                                                                      

  Approval of the adjournment proposal at the special meeting requires the
affirmative vote of holders representing a majority of the voting power of the  
issued and outstanding Syncor shares present, in person or by proxy, at the     
special meeting.                                                                

You may vote your Syncor shares in one of the following ways:         

(1) by completing and returning the accompanying proxy card;

(2) through the internet or by telephone, as outlined on the
accompanying proxy card; or                                           

 (3) by appearing and voting in person at the special meeting.

VOTING PROCEDURES 

FOR STOCKHOLDERS WHO HAVE ALREADY VOTED                                         

    We have enclosed a new proxy card (and a return envelope) for your use, in
case you wish to change your vote. If you have already submitted your proxy and 
you do not wish to change your vote, you do not need to return this new proxy   
card. If we receive the enclosed proxy card, duly executed and dated, prior to  
the date of the special meeting, any proxy previously granted by you will be,   
without further action on your part, revoked, and the enclosed proxy card will  
be voted as indicated.                                                          

     All Syncor shares represented at the special meeting by a properly executed
proxy will be voted in accordance with the instructions indicated on the proxy, 
unless the proxy is revoked before a vote is taken. If you sign and return a    
proxy without voting instructions, and do not revoke the proxy, the proxy will  
be voted "FOR" the merger agreement proposal, "FOR" the adjournment proposal,   
and in the discretion of the named proxies on any other matters that may        
properly come before the special meeting.                                       

FOR STOCKHOLDERS WHO HAVE NOT ALREADY VOTED                                     

   Enclosed for your convenience is a new proxy card (and a return envelope)
for your use. You may use either of the proxy cards which were previously sent  
to you with the original proxy statement/prospectus and the first proxy         
statement supplement, or you may use the new proxy card enclosed with this      
document.                                                                       
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     All Syncor shares represented at the special meeting by a properly executed
proxy will be voted in accordance with the instructions indicated on the proxy, 
unless the proxy is revoked before a vote is taken. If you sign and return a    
proxy without voting instructions, and do not revoke the proxy, the proxy will  
be voted "FOR" the merger agreement proposal, "FOR" the adjournment proposal,   
and in the discretion of the named proxies on any other matters that may        
properly come before the special meeting.                                       

FOR STOCKHOLDERS WHO WISH TO REVOKE THEIR PREVIOUSLY SUBMITTED PROXY            

  You may revoke your proxy at any time before it is voted. A proxy may be
revoked in any of the following ways:                                           

        (1) by submitting a written revocation to the Secretary of Syncor at
  6464 Canoga Avenue, Woodland Hills, California 91367-2407 (which must be
received by the Secretary of Syncor prior to the special meeting);    

         (2) by submitting a later-dated proxy by mail or telephone or through
  the internet (which must be received by the Secretary of Syncor prior to
the special meeting); or                                              

(3) by voting in person at the special meeting.             

 However, simply attending the special meeting (without voting) will not
revoke a proxy.                                                                 

  If you do not hold your Syncor shares in your own name, you may revoke a
previously given proxy by following the revocation instructions provided by the 
bank, broker or other person who is the registered owner of your Syncor shares. 

SOLICITATION OF PROXIES                                                         

Syncor will pay the costs of soliciting proxies to vote on the merger 
agreement at the special meeting, and each of us will pay our own expenses      
incurred in connection with the cost of filing, printing and distributing this  
document. We have retained MacKenzie Partners, Inc. to assist in the            
solicitation of proxies for the special meeting. MacKenzie Partners will receive
a fee of up to $10,000, plus reasonable out-of-pocket expenses.                 

   In addition to solicitation by mail, directors, officers and employees of
Syncor and its subsidiaries may solicit proxies from Syncor stockholders, either
personally, through the internet or by telephone or other form of communication.
None of the foregoing persons who solicit proxies will be separately compensated
for these services. Except as described above, Syncor does not anticipate that  
any other persons will be specifically asked to solicit proxies or that special 
compensation will be paid for that purpose. However, Syncor reserves the right  
to do so if it concludes that these efforts are necessary or advisable.         
Nominees, fiduciaries and other custodians will be requested to forward         
soliciting materials to beneficial owners of Syncor common stock and will be    
reimbursed for their reasonable expenses incurred in sending proxy material to  
beneficial owners of Syncor common stock.                                       

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FORWARD-LOOKING STATEMENTS

This document, the original proxy statement/prospectus, the proxy     
statement/supplement and the information included or incorporated by reference  
contain a number of forward-looking statements with respect to our financial    
condition, results of operations, plans, objectives, future performance and     
business, as well as certain information relating to the proposed merger,       
including, among others:                                                        

 (1) statements relating to the synergies and cost savings and
accretion/dilution to reported earnings estimated to result from the  
proposed merger;                                                      

    (2) statements relating to revenues estimated to result from the
proposed merger;                                                      

         (3) statements relating to integration costs estimated to be incurred
in connection with the proposed merger; and                           

     (4) statements preceded by, followed by or that include the terms
"believes," "expects," "anticipates," "estimates" or similar words or 
expressions.                                                          

   These forward-looking statements involve various risks and uncertainties.
You should not place undue reliance on these statements, which speak only as of 
the date of the relevant document. Actual results may differ materially from    
those contemplated, projected or implied by these forward-looking statements due
to, among others, the following factors and events:                             

  - costs or difficulties related to the integration of our businesses, or
other acquired businesses, are greater than expected;             

   - the outcome of the litigation described in the section of this document
entitled "Recent Developments -- Certain Litigation";             

    - the outcome of any existing or future governmental proceedings described
in the section of this document entitled "Recent                  
      Developments -- Investigation of Foreign Operations; Agreements with the
 United States Department of Justice and the Securities and Exchange
Commission";                                                      

 - the outcome of the investigation into Syncor's foreign operations and
       certain limited aspects of Syncor's domestic U.S. operations described in
the section of this document entitled "Recent                     
      Developments -- Investigation of Foreign Operations; Agreements with the
 United States Department of Justice and the Securities and Exchange
Commission";                                                      

- expected or anticipated synergies and cost savings from the proposed
   merger are not fully realized or are not realized within the expected
time frame, or additional or unexpected costs are incurred;       

- dependence on key personnel to manage integration and our ongoing   
operation after the proposed merger;                              

- the loss of customers or suppliers;                                 

- technological changes are more difficult and/or more expensive than 
anticipated;                                                      

- revenues following the proposed merger are lower than expected;     

    - increased competitive pressures in the industries or markets in which we
operate;                                                          

 - changes in general economic conditions or in political or competitive
forces;                                                           

- changes in the securities markets;                                  

- changes in the regulatory environment;                              

   - difficulties and/or delays in selling certain operations of Syncor that
are contemplated to be sold to third parties;                     

   - the risk that our analyses of these risks and forces could be incorrect
and/or that the strategies developed to address them could be     
unsuccessful; and                                                 

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     - the general risks that occur in Syncor's and Cardinal Health's day-to-day
      businesses, including those discussed in their respective Annual Reports
      on Form 10-K, Quarterly Reports on Form 10-Q, and exhibits or amendments
to those reports.                                                 

    The order of the items listed above does not necessarily reflect the order
of their significance.                                                          

  You should not place undue reliance on these forward-looking statements,
which speak only as of the date of this document, or, in the case of documents  
incorporated by reference, the dates of those documents.                        

    All subsequent written and oral forward-looking statements attributable to
Cardinal Health or Syncor or any person acting on their behalf are expressly    
qualified by the cautionary statements contained or referred to in this section.
Neither Cardinal Health nor Syncor undertakes any obligation to release publicly
any revisions to these forward-looking statements to reflect events or          
circumstances after the date of this document or to reflect the occurrence of   
unanticipated events, except as may be required under applicable law.           

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RECENT DEVELOPMENTS 

INVESTIGATION OF FOREIGN OPERATIONS; AGREEMENTS WITH THE UNITED STATES          
DEPARTMENT OF JUSTICE AND THE SECURITIES AND EXCHANGE COMMISSION                

During late October 2002, Cardinal Health informed Syncor that, in the
course of Cardinal Health's ongoing post-signing due diligence relating to the  
previously announced planned merger of the two companies pursuant to the merger 
agreement, Cardinal Health had learned of potential improprieties relating to   
certain payments made by international subsidiaries of Syncor to customers in   
several foreign jurisdictions.                                                  

     Upon receipt of this information from Cardinal Health, Syncor established a
special committee of outside directors, advised by outside counsel and an       
independent forensic accounting firm, for the purpose of investigating the      
propriety of the payments. As further described below, the findings of the      
special committee reported on November 19, 2002 indicated that some or all of   
the payments made to state-owned and private healthcare facilities in certain   
foreign jurisdictions appear to have violated foreign and U.S. law, including   
the Foreign Corrupt Practices Act of 1977, which we refer to as the FCPA. The   
investigation has not yet concluded.                                            

 In a press release issued on November 6, 2002, which we refer to as the
November 6 press release, Syncor announced that a newly established committee of
three outside directors, together with outside counsel, had been investigating  
the propriety of certain payments made by international subsidiaries to certain 
customers in various foreign countries, and would also investigate Syncor's     
other foreign operations. Syncor said that the payments were brought to its     
attention by Cardinal Health. Syncor also announced that its representatives had
met with the DOJ and the staff of the SEC to discuss the matter and that it     
intended to cooperate fully with the authorities.                               

 The November 6 press release also stated that Mr. Monty Fu, Chairman of
Syncor, and his brother, Mr. Moses Fu, Director, Asia Region -- Syncor Overseas 
LTD., had gone on paid leave pending completion of an investigation into their  
involvement in the payments, and that Monty Fu had agreed to suspend his        
participation as a director of Syncor pending completion of the investigation.  
In the November 6 press release, Syncor also announced that its board of        
directors had elected Mr. Bernard Puckett, a director and Chair of the special  
committee conducting the investigation, as lead director of the Syncor board of 
directors.                                                                      

The November 6 press release further stated that in order to provide  
additional time to complete the investigation of the foreign operations and make
appropriate disclosures to stockholders, Syncor had postponed its special       
meeting of stockholders to vote on the pending merger from its originally       
scheduled date of November 19, 2002 until December 6, 2002. The December 6, 2002
special meeting was subsequently adjourned until December 30, 2002.             

  Immediately following issuance of the November 6 press release, Cardinal
Health issued a press release in which it stated, among other things, that it   
"will continue to carefully monitor the Syncor situation and assess the results 
of the Syncor special committee's ongoing investigation as well as the results  
of Cardinal Health's continuing due diligence review." Cardinal Health further  
stated that it had not yet concluded whether the conditions to the merger would 
be satisfied but that it intended to fully comply with its obligations under the
merger agreement. Cardinal Health also stated that "there can be no assurance   
that the transaction involving the acquisition of Syncor by Cardinal Health will
be completed."                                                                  

Later on November 6, 2002, in response to inquiries from The Nasdaq   
National Market, Syncor stated in a press release, which we refer to as the     
subsequent press release, among other things, that, based on the preliminary    
results of the investigation, it did not believe as of such date that the       
amounts of the questionable payments were material to the financial results of  
Syncor. Syncor further stated that it needed to await completion of the         
investigation to be able to determine the full impact on its financial results. 

    Syncor also stated in the subsequent press release that it did not believe
as of such date, based on the information it had obtained, that it would fail to
satisfy the conditions to the proposed merger. Syncor noted, however, that no   
definitive determination as to the impact of the results of its investigation on
Syncor or the proposed merger could be made until the investigation is          
completed.                                                                      

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The subsequent press release also noted that, for Syncor's most recent
fiscal year ended December 31, 2001 and for the nine months ended September 30, 
2002, continuing international operations in total generated approximately 6% of
its overall revenues and 7% of its gross profits, respectively.                 

On November 6, 2002, at the direction of the special committee, Syncor
management ordered all of the managers of its international operations to cease 
making payments or providing gifts of any kind to any customer or any employee  
or agent of any customer.                                                       

    On November 19, 2002, Syncor announced that the special committee, working
together with outside counsel and an independent forensic accounting firm,      
believed it has substantially completed its gathering of facts in connection    
with the investigation of all of Syncor's foreign operations (other than Israel 
where Syncor has only a licensing arrangement and no operations). The special   
committee also noted that it is investigating certain limited aspects of        
Syncor's domestic U.S. operations. The investigation included on-site reviews by
representatives of the special committee in every foreign country in which      
Syncor has operations. The special committee is also investigating the knowledge
and/or involvement of certain employees of Syncor and its subsidiaries,         
including Monty Fu and Moses Fu, in the matters subject to the investigation.   
The investigation has not yet been completed.                                   

The following is a summary of the findings of the special committee   
reported on November 19, 2002 based on the information it had gathered at that  
time. The investigation is continuing and there can be no assurance that        
additional issues will not be found or that the findings below will be          
confirmed.                                                                      

 - The special committee found that questionable payments have been made
       over a substantial period of time to customers, including state-owned and
      private healthcare facilities and certain of their employees, in Taiwan.
   Based on information gathered at the time the findings of the special
 committee were reported, some or all of the payments appear to have
       violated U.S. law, including various provisions of the FCPA. In addition,
   some or all of the payments appear to have violated local Taiwan law.
    Over the past five years, these payments to state-owned facilities and
      certain of their employees appear to have totaled an estimated $500,000.

- The special committee also found questionable payments and other    
  transactions at Syncor operations in at least six other countries in
   Asia, Latin America and Europe that also appear to have violated U.S.
       law, including the payment, record-keeping and controls provisions of the
      FCPA. In addition, some or all of these payments appear to have violated
local laws in the relevant jurisdiction.                          

  - During the course of its investigation of Syncor's foreign operations,
     the special committee identified a number of additional instances where
     activities of Syncor or of its subsidiaries or representatives may have
     constituted violations of local laws and regulations relating to, among
other things, tax, competition and regulatory matters.            

While the special committee and its advisors are continuing the       
investigation, based on the information available at this time, Syncor does not 
expect that any of these payments, transactions or other matters will be        
material to the financial results of Syncor or will result in an adjustment or  
restatement of Syncor's historical financial statements. The special committee  
intends to complete the investigation as promptly as practicable. A final       
determination as to the full impact of the investigation on Syncor and Syncor's 
financial statements is subject to completion of the investigation, which is    
continuing.                                                                     

     Representatives of Syncor have met with the DOJ and the staff of the SEC to
discuss the matters that have been the subject of the special committee's       
investigations, and are cooperating fully with the authorities. Cardinal Health 
also participated in these discussions. As a result of these discussions, on    
December 4, 2002, Syncor announced that it had reached separate agreements with 
the DOJ and the SEC staff to resolve claims that the SEC and the DOJ may have   
against Syncor in connection with the matters that are the subject of the       
special committee's investigation relating to the previously disclosed improper 
payments made by Syncor subsidiaries in certain foreign countries. Pursuant to  
the terms of the agreement with the SEC staff, Syncor will be charged in an     
administrative proceeding with violations of the foreign payments, books and    
records, and internal controls provisions of the FCPA and, without admitting or 
denying any findings, will be ordered to cease and desist from committing or    
causing future violations of those provisions. In addition, the SEC will file   
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a civil action alleging the same conduct and Syncor will consent to entry of a  
judgment that will impose a $500,000 civil penalty. Syncor's board of directors 
will be required to appoint an independent consultant (acceptable to the SEC) to
(1) evaluate Syncor's internal controls, financial reporting and disclosure     
processes as they relate to compliance with the foreign payment provisions and  
related books and records and internal control provisions of the FCPA, (2)      
report its findings to the board of directors and the SEC, (3) make             
recommendations to improve Syncor's internal controls, financial reporting and  
disclosure processes, and (4) report to the board of directors and the SEC about
Syncor's implementation of the consultant's recommendations. In the event that  
the merger is completed before Syncor complies with these obligations, the      
obligations of Syncor after the merger will apply only to Syncor as a wholly    
owned subsidiary of Cardinal Health and only as to Syncor's board of directors  
as it may be constituted after the transaction is completed. This agreement with
the SEC staff is subject to approval by the SEC and the civil penalty is subject
to court approval. Pursuant to the terms of the plea agreement with the DOJ,    
Syncor's Taiwan subsidiary, Syncor Taiwan, Inc., will plead guilty to a one     
count violation of the FCPA and pay a $2.0 million fine. Pursuant to a separate 
agreement, the DOJ will not take any action against Syncor International        
Corporation related to these matters. The plea agreement with the DOJ is subject
to court approval. Syncor obtained the consent of Cardinal Health prior to      
entering into these separate agreements with the DOJ and the staff of the SEC.  

CERTAIN LITIGATION                                                              

   Since the November 6 press release, seven purported class action lawsuits
have been filed against Syncor, one of which was served on Syncor December 5,   
2002, and certain of its officers and directors, asserting claims under the     
federal securities laws, which we refer to as the federal securities actions.   
All seven federal securities actions were filed in the United States District   
Court for the Central District of California. These cases include Richard Bowe  
v. Syncor Int'l Corp., et al., No. CV 02-8560 LGB (RCx) (C.D. Cal.), Alan Kaplan
v. Syncor Int'l Corp., et al., No. CV 02-8575 CBM (MANx) (C.D. Cal.), Franklin  
Embon, Jr. v. Syncor Int'l Corp., et al., No. CV 02-8687 DDP (AJWx) (C.D. Cal.),
Jonathan Alk v. Syncor Int'l Corp., et al., No. CV 02-8841 GHK (RZx) (C.D.      
Cal.), Joyce Oldham v. Syncor Int'l Corp., et al., No. CV 02-8972 FMC (RCx)     
(C.D. Cal.) West Virginia Laborers Pension Trust Fund v. Syncor Int'l Corp., et 
al., No. CV 02-9076 NM (RNBx) (C.D. Cal.) and Brad Lookingbill v. Syncor Int'l  
Corp., et al., CV02-9248 RSWL (C.D. Cal.).                                      

The federal securities actions purport to be brought on behalf of all 
purchasers of Syncor shares during various periods, beginning as early as March 
30, 2000, and ending as late as November 5, 2002. The federal securities actions
allege, among other things, that the defendants violated Section 10(b) of the   
Securities Exchange Act of 1934, which we refer to as the Exchange Act, and SEC 
Rule 10b-5 promulgated thereunder and Section 20(a) of the Exchange Act, by     
issuing a series of press releases and public filings disclosing significant    
sales growth in Syncor's international business, but omitting mention of certain
allegedly improper payments to Syncor's foreign customers, thereby artificially 
inflating the price of Syncor shares. The federal securities actions are in     
their early stages and it is impossible to predict the outcome of these         
proceedings or their impact on Syncor at this time. However, management believes
that Syncor and its directors and officers have meritorious defenses to the     
claims asserted in the federal securities actions and Syncor intends to contest 
these actions vigorously.                                                       

On November 14, 2002, two additional actions were filed by individual 
stockholders of Syncor in the Court of Chancery of the State of Delaware, which 
we refer to as the Delaware actions, against seven of Syncor's nine directors,  
whom we refer to as the director defendants. The complaints in the Delaware     
actions, which were identical, alleged that the director defendants breached    
their fiduciary duties to Syncor by failing to maintain adequate controls,      
practices and procedures to ensure that Syncor's employees and representatives  
did not engage in improper and unlawful conduct. Both complaints asserted a     
single derivative claim, for and on behalf of Syncor, seeking to recover all of 
the costs and expenses that Syncor incurred as a result of the allegedly        
improper payments (including the costs of the federal securities actions        
described above), and a single purported class action claim seeking to recover  
damages on behalf of all holders of Syncor shares in the amount of any losses   
that they may sustain in the event that the pending merger with Cardinal Health 
does not occur or the consideration received in the merger by Syncor            
stockholders was reduced. On November 22, 2002, the plaintiff in one of the two 
Delaware Actions filed an amended complaint adding Cardinal Health, its         

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subsidiary Mudhen Merger Corp. and the remaining two Syncor directors, who are  
hereafter included as director defendants, as defendants and asserting an       
additional derivative claim seeking a declaratory judgment that the original    
merger agreement remains in full force and effect and is enforceable according  
to its terms, notwithstanding the allegedly improper payments, which the        
plaintiff claims were not material to Syncor's financial results and do not     
represent a basis for terminating or renegotiating the merger agreement. The    
Delaware actions are also in their early stages and it is impossible to predict 
their outcome or their impact on Syncor or Cardinal Health at this time.        
However, Syncor understands that the individual director defendants deny        
liability for the claims asserted in the Delaware actions, believe they have    
meritorious defenses and intend to vigorously contest such actions. Cardinal    
Health also believes the allegations made in the complaint are without merit and
intends to vigorously contest such actions. These cases include Alan Kaplan v.  
Monty Fu, et al., Case No. 20026-NC (Del. Ch.) and Richard Harman v. Monty Fu,  
et al., Case No. 20027-NC (Del. Ch.).                                           

On November 18, 2002, two additional actions were filed by individual 
stockholders of Syncor in the Superior Court of California for the County of Los
Angeles, which we refer to as the California actions, against the director      
defendants. The complaints in the California actions allege that the director   
defendants breached their fiduciary duties to Syncor by failing to maintain     
adequate controls, practices and procedures to ensure that Syncor's employees   
and representatives did not engage in improper and unlawful conduct. Both       
complaints asserted a single derivative claim, for and on behalf of Syncor,     
seeking to recover costs and expenses that Syncor incurred as a result of the   
allegedly improper payments. The California actions are also in their earliest  
stages and it is impossible to predict their outcome or their impact on Syncor  
at this time. However, Syncor understands that the individual director          
defendants deny liability for the claims asserted in the California actions,    
believe they have meritorious defenses and intend to vigorously contest such    
actions. These cases include Joseph Famularo v. Monty Fu, et al., Case No.      
BC285478 (Cal. Sup. Ct., Los Angeles Cty.) and Mark Stroup v. Robert G. Funari, 
et al., Case No. BC285480 (Cal. Sup. Ct., Los Angeles Cty.).                    

   On November 8, 2002, a complaint was filed by a purported Cardinal Health
shareholder against Cardinal Health and its directors in the Court of Common    
Pleas, Delaware County, Ohio, as a purported derivative action alleging breach  
of fiduciary duties and corporate waste in connection with the alleged failure  
by the Cardinal Health board of directors to renegotiate or terminate Cardinal  
Health's proposed acquisition of Syncor. Among other matters, the complaint     
requests that Cardinal Health's transaction with Syncor be enjoined and that    
damages be awarded against defendants in an unspecified amount. Cardinal Health 
believes the allegations made in the complaint are without merit and intends to 
vigorously contest such action. This case is Doris Staehr v. Robert D. Walter,  
et al., No. 02-CVG-11-639 (Ohio Ct. of Common Pleas, Delaware County).          

DEVELOPMENTS IN MEDICARE REIMBURSEMENT                                          

    On October 31, 2002, the Centers for Medicare and Medicaid Services, which
we refer to as CMS, published the final rule governing reimbursement to be made 
in calendar year 2003 under the Outpatient Prospective Payment System, which we 
refer to as OPPS, the system used by Medicare and Medicaid to reimburse         
hospitals for services rendered to their patients in hospital outpatient        
settings. The final rule changes the manner in which CMS will reimburse         
providers for radiopharmaceuticals. Previously, CMS had reimbursed              
radiopharmaceuticals using a pass-through methodology based on manufacturers'   
prices for the drugs. CMS has discontinued pass-through reimbursement for       
radiopharmaceuticals effective in 2003, and will instead reimburse providers    
based on the Ambulatory Payment Classification, which we refer to as APC, to    
which a particular radiopharmaceutical is assigned. Reimbursement under the APC 
system is generally lower than that made according to the pass-through          
methodology. Syncor's sales of radiopharmaceuticals are made to hospitals and   
clinics, so we are paid by those providers and not CMS. However, the use of APCs
to reimburse for radiopharmaceuticals could have an impact on the prices that   
customers will be willing to pay for the radiopharmaceuticals they purchase from
Syncor, and that impact, in turn, could negatively affect Syncor's revenues and 
results of operations, although the potential effect cannot be determined at    
this time.                                                                      

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STOCK OPTION GRANTS TO BROAD BASE OF EMPLOYEES                                  

     On October 17, 2002, the compensation committee of the Syncor board granted
approximately 420,000 options to acquire Syncor shares to a broad base of       
employees under Syncor's 2000 Master Stock Incentive Plan. None of the executive
officers of Syncor was a recipient of the stock option grants.                  

AGREEMENT WITH MONTY FU                                                         

     On December 3, 2002, Syncor entered into a letter agreement, which we refer
to as the Fu letter agreement, with Monty Fu regarding his status with Syncor.  
Syncor and Mr. Fu have mutually agreed that, immediately prior to the completion
of the merger, Mr. Fu will cease to be an officer and employee of Syncor and    
will resign as a director of Syncor. Mr. Fu has also agreed to surrender to     
Syncor shares of Syncor common stock having a value of $2.5 million. This amount
equals the total fines and monetary penalties agreed to by Syncor in separate   
agreements with the DOJ and the staff of the SEC. See "Recent                   
Developments -- Investigation of Foreign Operations; Agreements with the United 
States Department of Justice and the Securities and Exchange Commission". In    
addition, Mr. Fu has agreed to waive his right to receive a cash severance      
payment valued at approximately $2.1 million to which he would have been        
entitled, under the terms of the Severance Agreement, dated August 24, 2001, and
the terms of the Employment Agreement, dated as of January 1, 2000, both between
Syncor and Mr. Fu, if Mr. Fu's employment was terminated after completion of the
merger. See "Interests of Syncor's Directors and Officers in the Merger" on page
34 of the original proxy statement/prospectus for a description of Mr. Fu's     
severance arrangements. Syncor has confirmed that, based on the information     
known at this time, it would comply with its pre-existing contractual           
obligations pursuant to Article VI, Section 4 of Syncor's By-laws and Section 7 
of the Indemnitee Agreement, dated as of June 20, 1996, between Syncor and Mr.  
Fu, to advance to Mr. Fu his reasonable expenses incurred in connection with the
matters subject to the special committee's investigation and related            
proceedings. In consideration of any such advances, Mr. Fu has agreed to        
undertake in writing to promptly repay Syncor the full amount of expenses so    
advanced if it is ultimately determined that Mr. Fu is not entitled to be       
indemnified by Syncor.                                                          

CMI SALE PROCESS                                                                

 On June 14, 2002, Syncor announced that it intended to exit the medical
imaging industry and divest itself of its Comprehensive Medical Imaging, Inc.   
(CMI) business unit. Since that time, Syncor has been actively attempting to    
sell CMI, both by entertaining bids for the sale of the entire CMI business and 
by pursuing a regional divestiture strategy. At the present time, Syncor is in  
active negotiations with a number of bidders who are seeking to acquire various 
individual regional interests of CMI. In addition, on October 11, 2002, Syncor  
recorded a special charge to earnings net after-tax of $31.3 million, or $1.14  
per fully diluted share, in the third quarter ended September 30, 2002. Syncor  
took the asset impairment charge based on its review of the offers it received  
from potential buyers for CMI, and Syncor's assessment of the probable loss to  
Syncor upon the sale of CMI.                                                    

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THE MERGER

UPDATE TO BACKGROUND OF THE MERGER                                              

The following disclosure updates the information in the original proxy
statement/prospectus on pages 21 to 24.                                         

   In early November 2002, following a request of the audit committee of the
Syncor board of directors, the Syncor board met telephonically and authorized   
the creation of a new special committee of the board of directors to, among     
other things, oversee an investigation of Syncor's foreign operations. See      
"Recent Developments -- Investigation of Foreign Operations; Agreements with the
United States Department of Justice and the Securities and Exchange Commission" 
on page 20.                                                                     

At a regularly scheduled board meeting held on November 6, 2002, the  
Cardinal Health board of directors was apprised of the results of Cardinal      
Health's due diligence to date and the potential significance of the improper   
payments made by certain of Syncor's foreign subsidiaries.                      

The special committee of Syncor's board of directors met several times
during the month of November through November 20, 2002 and afterwards, as       
described below. At these meetings the special committee discussed with Skadden,
Arps, Slate, Meagher & Flom LLP, special counsel to the special committee, the  
ongoing investigation of Syncor's foreign operations, ongoing discussions with  
the DOJ and the staff of the SEC pertaining to the investigation, and the       
potential impact of the investigation on Syncor's merger with Cardinal Health.  

The audit committee of Syncor's board of directors also held several  
meetings during this period. At these meetings, the audit committee discussed   
with Skadden, Arps continuing developments related to the ongoing investigation 
of Syncor's foreign operations and discussed the possible effect of these       
developments on Syncor's financial statements. The audit committee also met with
Syncor's independent accountants, KPMG LLP, to discuss KPMG's review of Syncor's
Form 10-Q for the quarter ended September 30, 2002, which we refer to as        
Syncor's Third Quarter 10-Q. In light of the ongoing internal investigation and 
in order to give KPMG the chance to confirm that the results of the previously  
announced investigation did not impact Syncor's financial statements, Syncor's  
audit committee determined that it was advisable for Syncor to file a           
Notification of Late Filing on Form 12b-25 in order to obtain an automatic five 
day extension to file its Third Quarter 10-Q. On November 19, 2002, Syncor filed
its Third Quarter 10-Q and issued a press release disclosing its third quarter  
financial results and the status of the special committee's investigation (see  
"Recent Developments -- Investigation of Foreign Operations; Agreements with the
United States Department of Justice and the Securities and Exchange             
Commission").                                                                   

   The Syncor board of directors met five times between November 5, 2002 and
November 21, 2002. At these meetings, the special committee, with the assistance
of Skadden, Arps, updated the board of directors on the investigation of        
Syncor's foreign operations and the status of discussions with the DOJ and the  
staff of the SEC. During this time, the board of directors, based on the        
recommendation of the special committee, determined to postpone the special     
meeting of stockholders originally scheduled to be held on November 19, 2002    
until December 6, 2002. The board of directors also considered the effect of    
developments since late October 2002 on the transaction with Cardinal Health    
and, at a meeting held on November 20, 2002, asked Skadden, Arps and Mr. Bernard
Puckett, the lead director of Syncor's board and chairman of the special        
committee, to explore Syncor's options in response to certain discussions       
initiated by Cardinal Health regarding a possible amendment of the original     
merger agreement.                                                               

   On November 21, 2002, Syncor announced that Cardinal Health had initiated
discussions with Syncor regarding the possible modification of the terms of the 
previously announced merger agreement under which Cardinal Health would acquire 
Syncor.                                                                         

   In the discussions that followed, Cardinal Health initially proposed that
the original exchange ratio of 0.52 would be maintained but that, among other   
things, the Syncor stockholders would place 10% of the Cardinal Health common   
shares to be received in the merger in a separate escrow fund. Cardinal Health  
proposed that this escrow fund would be used, among other things, to pay for all
costs, judgments, settlements, fines, penalties and other expenses incurred by  
Syncor or Cardinal Health in connection with the matters being investigated by  
the special committee of the Syncor board of directors, including all costs of  
the                                                                             
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investigation and costs associated with the renegotiation of the merger         
agreement, which we collectively refer to as the escrow claims. Cardinal Health 
also requested that Syncor ask Monty Fu to contribute more than his pro-rata    
share to the escrow and to forego any rights to indemnification in connection   
with the matters being investigated by the special committee and to waive       
certain other contractual arrangements.                                         

At a meeting of the Syncor board of directors held on the afternoon of
November 21, 2002, Mr. Puckett and representatives of Skadden, Arps described   
Cardinal Health's preliminary proposal relating to the escrow arrangement.      
Following a discussion of the proposed escrow arrangement and for the reasons   
described below under "Reasons for Amending the Merger Agreement; Recommendation
of the Syncor Board of Directors", the Syncor board instructed Mr. Puckett to   
determine whether Cardinal Health would be receptive to a fixed reduction in the
exchange ratio in lieu of the escrow arrangement.                               

From November 21, 2002 through December 3, 2002, Mr. Puckett and      
representatives of Syncor continued to have exploratory discussions with        
representatives of Cardinal Health regarding the possible reduction of the      
exchange ratio, as well as the other terms of a proposed amendment to the merger
agreement.                                                                      

     On November 22, 2002, Syncor and Cardinal Health entered into amendment no.
1 to the merger agreement to extend the date after which either party may       
unilaterally elect to terminate the transaction from December 31, 2002 to       
January 15, 2003 and issued a related press release. On Sunday, November 24,    
2002, Wachtell, Lipton, Rosen & Katz, outside counsel to Cardinal Health,       
furnished Skadden, Arps with a proposed draft of a second amendment to the      
merger agreement. Wachtell, Lipton and Skadden, Arps continued negotiations     
regarding a proposed second amendment to the original merger agreement through  
December 3, 2002.                                                               

  On November 25, 2002, Syncor's board of directors held a special meeting
telephonically to ratify amendment no. 1 to the merger agreement and to discuss 
a proposed further amendment to the merger agreement. Representatives of        
Skadden, Arps discussed in detail fiduciary and other legal considerations that 
the Syncor board of directors should consider in their deliberations regarding  
the proposed amendment to the merger agreement. Representatives of Skadden, Arps
also updated the Syncor board regarding the proposed settlement discussions with
the DOJ and the staff of the SEC. Syncor's financial advisor, Salomon Smith     
Barney, informed the Syncor board of directors that it was continuing its       
financial review. The Syncor board of directors also discussed with Syncor's    
management and Salomon Smith Barney the potential risks and advantages of Syncor
remaining as an independent company in light of recent developments.            

    On November 26, 2002, the Syncor board of directors met telephonically and
received updates from the special committee of the Syncor board of directors and
Skadden, Arps with respect to the proposed settlement discussions with the DOJ  
and the staff of the SEC and a possible second amendment to the original merger 
agreement.                                                                      

   On November 26, 2002, a special telephonic meeting of the Cardinal Health
board of directors was held. The proposed terms of the Syncor settlements with  
the DOJ and the staff of the SEC were discussed and Cardinal Health management  
and outside counsel apprised the board of developments since November 6, 2002.  
At this meeting, the Cardinal Health board of directors ratified amendment no. 1
to the merger agreement and approved the terms of a proposed amendment no. 2 to 
the merger agreement, subject to satisfactory resolution of Syncor's settlement 
discussions with the DOJ and the staff of the SEC, as well as other matters     
relating to Monty Fu.                                                           

   On December 1, 2002, the special committee of Syncor's board of directors
met telephonically. Representatives of Skadden, Arps reviewed with the committee
the terms of the proposed agreements with the DOJ and the staff of the SEC as   
described above under "Recent Developments -- Investigation of Foreign          
Operations; Agreements with the United States Department of Justice and the     
Securities and Exchange Commission." The special committee considered the SEC   
and DOJ proposals and voted unanimously to instruct Skadden, Arps to seek to    
execute settlements with the DOJ and the staff of the SEC on the terms discussed
with the special committee, subject to the receipt of a consent to these        
agreements from Cardinal Health which was subsequently received.                

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Commencing the morning of December 3, 2002 and continuing in the late 
afternoon and evening of December 3, 2002, the Syncor board of directors met    
telephonically and received an update from the special committee of the Syncor  
board of directors and legal and financial advisors as to developments since the
last Syncor board meeting. Mr. Puckett and representatives of Skadden, Arps     
reviewed the outcome of negotiations on the issues in the draft amendment to the
merger agreement. Salomon Smith Barney reviewed its financial analysis of the   
revised exchange ratio provided for in the amended merger agreement and rendered
to the Syncor board of directors its oral opinion, confirmed by delivery of a   
written opinion dated December 3, 2002, to the effect that, as of the date of   
the opinion and based on and subject to the matters described in its opinion,   
the revised exchange ratio was fair, from a financial point of view, to holders 
of Syncor common stock. See "Opinion of Syncor's Financial Advisor". After      
deliberations and for the reasons described below under "Reasons for Amending   
the Merger Agreement; Recommendation of the Syncor Board of Directors", the     
Syncor board of directors unanimously determined (with Monty Fu absent and not  
participating) that the terms of the amended merger agreement, including the    
merger, are advisable and fair to and in the best interests of Syncor and its   
stockholders and in furtherance of the long-term business strategies and goals  
of Syncor. The Syncor board of directors approved the amended merger agreement  
and resolved to recommend that Syncor stockholders approve the amended merger   
agreement.                                                                      

     From late November 2002 until December 3, 2002, representatives of Monty Fu
held discussions with representatives of Syncor and the special committee of the
Syncor board of directors regarding Mr. Fu's status with the company and his    
agreement to surrender $2.5 million of Syncor shares and to waive his right to  
receive cash severance payments of approximately $2.1 million if the proposed   
merger with Cardinal Health is completed. On the evening of December 3, 2002,   
Mr. Fu and Syncor signed an agreement with the consent of Cardinal Health. See  
"Recent Developments -- Agreement with Monty Fu".                               

 On the evening of December 3, 2002, Cardinal Health and Syncor executed
amendment no. 2 to the merger agreement, and on the morning of December 4, 2002,
Syncor and Cardinal Health announced the terms of the amended merger agreement  
and Syncor's agreements with the DOJ and the staff of the SEC. On December 4,   
2002 Syncor separately announced the terms of the Fu letter agreement.          

REASONS FOR AMENDING THE MERGER AGREEMENT; RECOMMENDATION OF THE SYNCOR BOARD OF
DIRECTORS                                                                       

 The following disclosure is in addition to the information set forth on
pages 24 to 27 of the original proxy statement/prospectus.                      

   In light of events that have come to the attention of the Syncor board of
directors since late October 2002, the Syncor board of directors has approved   
the amended merger agreement which provides for, among other things, a 9.6%     
reduction in the exchange ratio in the original merger agreement such that each 
Syncor stockholder will receive 0.47 of a Cardinal Health common share (instead 
of 0.52 of a Cardinal Health common share) for each Syncor share held by that   
stockholder. The Syncor board of directors has determined that the amended      
merger agreement and the transactions contemplated by the amended merger        
agreement, including the merger, as described in the original proxy             
statement/prospectus, are advisable and are in the best interests of Syncor and 
its stockholders and in furtherance of the long-term business strategies and    
goals of Syncor. In addition to the factors considered by the Syncor board of   
directors in unanimously approving (with Monty Fu absent and not participating) 
the original merger agreement, as described in the original proxy               
statement/prospectus, the Syncor board of directors has considered additional   
factors in deciding, in light of the events occurring since late October 2002,  
to enter into the amended merger agreement, and to recommend that Syncor        
stockholders approve the terms of the amended merger agreement, including,      
without limitation, the following:                                              

    - the value to Syncor stockholders of the revised terms of the merger with
    Cardinal Health, including the fairness to stockholders of the revised
exchange ratio in the amended merger agreement; and               

- the terms of the amended merger agreement and other details of the  
proposed amended merger with Cardinal Health.                     

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   The deliberations of the Syncor board of directors included consideration
of the following positive factors:                                              

- the understanding of the Syncor board of directors, based on its    
      discussions with the management of Cardinal Health and public statements
  made by Cardinal Health since November 6, 2002, that Cardinal Health
      would not commit to proceeding with the merger under the terms set forth
     in the original merger agreement and the potentially costly, protracted
  and disruptive dispute (including litigation) that likely would have
resulted regarding the parties' obligations to proceed with the   
       transaction under the terms of the original merger agreement in the event
     that the amended merger agreement was not executed; in that regard, the
       board noted that there could be no assurance that Syncor would prevail in
any such dispute with Cardinal Health;                            

     - the possibility that consummating the merger in a relatively short period
 of time will help alleviate the disruption to Syncor's business and
     distraction to management that has resulted from the events surrounding
     the special committee's investigation and Cardinal Health's reaction to
      such events; in that regard, the Syncor board of directors believed that
       consummating the merger at the earliest practicable time with the highest
       degree of certainty of closing would be in the best interests of Syncor's
stockholders;                                                     

- the revised exchange ratio (based on the closing price per Cardinal 
    Health common share on December 3, 2002) implied a value of $29.26 per
      Syncor share, representing a premium of 12.0% over the closing price per
Syncor share on December 3, 2002, the last trading day before the 
announcement of the amended merger agreement, and a premium of    
      approximately 20.1% over the average closing price per Syncor share from
      the announcement on November 6, 2002 of the establishment of the special
committee through December 3, 2002;                               

     - the fact that since the original merger agreement was announced, Cardinal
    Health's share price has remained relatively stable as compared to the
decline in the market prices of Cardinal Health's peers;          

   - the financial presentation of Syncor's financial advisor, Salomon Smith
       Barney, including its opinion dated December 3, 2002, to the Syncor board
       of directors as to the fairness, from a financial point of view and as of
    the date of the opinion, of the revised exchange ratio provided for in
     the amended merger agreement, as more fully described under "Opinion of
Syncor's Financial Advisor";                                      

  - the more uncertain prospects of Syncor's international operations as a
       result of the matters uncovered by the special committee's investigation;

     - the possibility of damage to Syncor's business and reputation as a result
     of the matters subject to the investigation by the special committee of
the Syncor board of directors;                                    

- the potential risks associated with the rule change announced by the
      Centers for Medicare and Medicaid Services on October 31, 2002, relating
    to the system used by Medicare and Medicaid to reimburse hospitals for
      services rendered to their patients in hospital outpatient settings, and
    the potential resulting impact, which could negatively affect Syncor's
revenues and results of operations;                               

    - the risk that Syncor will not find a buyer for its CMI business (or that
       any such sale will be on terms that are not favorable to Syncor), and the
  likelihood that any sale of CMI will result in a loss on disposal to
    Syncor as reflected by the special charge to earnings net after-tax of
   $31.3 million recorded in the third quarter ended September 30, 2002;

     - the agreement of Cardinal Health in the amended merger agreement to treat
   certain matters arising out of the information disclosed prior to the
      date of the amended merger agreement as a result of the investigation by
the special committee of the Syncor board of directors of Syncor's
  foreign operations as excluded for purposes of determining whether a
   "Material Adverse Effect" has occurred under the terms of the amended
merger agreement;                                                 

- the agreement of Cardinal Health in the amended merger agreement to 
   extend the termination date in the merger agreement to the earlier of
    March 21, 2003 and 23 business days following the effectiveness of the
    amendment to Cardinal Health's registration statement relating to this
document, thereby                                                 

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addressing Syncor's increasing concern that Cardinal Health might 
unilaterally terminate the merger agreement following the original
termination date of December 31, 2002;                            

 - the fact that since Syncor announced the original merger agreement no
   other party has made an offer or proposed to engage in an alternative
transaction with Syncor;                                          

- the uncertain potential impact on Syncor and Syncor's financial     
  statements of any findings of the continuing investigation regarding
       actions by or on behalf of Syncor or its subsidiaries or representatives;

- the potential imposition of fines, penalties or other remedies or   
      sanctions on Syncor by the SEC, the DOJ or any other foreign or domestic
    governmental authorities relating to the matters being investigated by
the special committee;                                            

  - the possibility that the agreements between Syncor and the DOJ and the
staff of the SEC described above under "Recent                    
      Developments -- Investigation of Foreign Operations; Agreements with the
 United States Department of Justice and the Securities and Exchange
       Commission" may not result in definitive resolution of these matters with
    the SEC or the DOJ on terms satisfactory to Syncor or Cardinal Health;
and                                                               

- the potential costs and uncertainty relating to litigation already  
      commenced (see "Recent Developments -- Certain Litigation") or which may
      be commenced as a result of the findings of the special committee of the
Syncor board of directors.                                        

    The Syncor board of directors also identified and considered the following
potentially negative factors in its deliberations:                              

     - the reduced exchange ratio represents a reduction in the consideration to
     Syncor stockholders when compared to the original merger agreement; and

     - the continued strong financial results, including net sales and operating
     income, of Syncor's U.S. Pharmacy Services business as reflected in the
reported results for the third quarter ended September 30, 2002.  

   In its consideration of the proposed amendment to the exchange ratio, the
Syncor board of directors also considered an alternative possible proposal from 
Cardinal Health to effect a reduction of the consideration to be received by    
Syncor's stockholders whereby the Syncor stockholders would place 10% of the    
Cardinal Health common shares they would receive in the merger (calculated using
the original exchange ratio of 0.52) in an escrow fund which would be used to   
pay for the Escrow Claims. Under this proposal, any shares remaining in escrow  
after a number of years (to be agreed to) and the satisfaction of all Escrow    
Claims would have been released to the Syncor stockholders following the final  
resolution of all present and any future litigation or proceedings relating to  
these matters. The Syncor board of directors determined that this alternative   
proposal was not the best course of action after careful consideration of       
numerous factors, including, without limitation, the following:                 

  - the negotiation of the terms of the escrow arrangement would be unduly
      complex and could lead to further disputes between the parties since the
       parties would be required to determine, among other things, (i) a precise
      definition of the Escrow Claims which would be satisfied by the Cardinal
  Health common shares held in the escrow fund, (ii) who would control
 litigation and proceedings relating to the Escrow Claims, (iii) the
      length of time the Cardinal Health common shares would be held under the
      escrow arrangement, and (iv) the mechanisms required to run and maintain
the escrow fund;                                                  

- the negotiation of the terms of the escrow arrangement, and the     
     preparation, review and mailing of required disclosures to stockholders
      relating to such arrangement, could delay significantly the consummation
     of the merger for a prolonged and uncertain period of time, which delay
     could potentially jeopardize the consummation of the merger and have an
adverse effect on Syncor, its employees and its business;         

     - the difficulty in reaching agreement with Cardinal Health on how to treat
      potential future discoveries resulting from the continuing investigation
by the special committee of the Syncor board of directors;        

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     - the difficulties and administrative complexities inherent in applying the
 escrow arrangement to stock options held by officers, directors and
   employees of Syncor, as compared to a reduction in the exchange ratio
  that would apply equally to all holders of Syncor equity securities,
including holders of stock options;                               

 - the lack of any recent precedent for using an escrow arrangement in a
  stock-for-stock merger between two public companies to deal with the
       potential impact of a specific contingent liability and the difficulty in
determining the likely results from using such a structure;       

    - the difficulty in determining the intrinsic value of that portion of the
consideration subject to an escrow arrangement whereby 10% of the 
   Cardinal Health common shares issuable in the merger would be held in
escrow and not be released to the stockholders for a prolonged and
potentially undeterminable period of time, if ever;               

  - the likelihood that the market would ascribe a relatively low value to
the Cardinal Health common shares placed in escrow; and           

- the fact that the reduced exchange ratio under the amended merger   
agreement provides for a slightly smaller discount to the original
   exchange ratio than the 10% of the consideration that would have been
placed in escrow under the escrow arrangement.                    

Although the foregoing discussion (and the related discussion in the  
original proxy statement/ prospectus) sets forth all of the material factors    
considered by the Syncor board of directors in reaching its recommendation, it  
may not include all of the factors considered by the Syncor board of directors, 
and each director may have considered different factors. In view of the variety 
of factors and the amount of information considered, the Syncor board of        
directors did not find it practicable to, and did not, make specific assessments
of, quantify or otherwise assign relative weights to the specific factors       
considered in reaching its determination. The determination was made after      
consideration of all of the factors as a whole.                                 

   IN LIGHT OF EVENTS THAT HAVE COME TO THE ATTENTION OF THE SYNCOR BOARD OF
DIRECTORS SINCE LATE OCTOBER 2002, THE SYNCOR BOARD OF DIRECTORS HAS APPROVED   
THE AMENDED MERGER AGREEMENT WHICH PROVIDES FOR, AMONG OTHER THINGS, A 9.6%     
REDUCTION IN THE EXCHANGE RATIO SET FORTH IN THE ORIGINAL MERGER AGREEMENT SUCH 
THAT EACH SYNCOR STOCKHOLDER WILL RECEIVE 0.47 OF A CARDINAL HEALTH COMMON SHARE
(INSTEAD OF 0.52 OF A CARDINAL HEALTH COMMON SHARE) FOR EACH SYNCOR SHARE HELD  
BY SUCH STOCKHOLDER. THE SYNCOR BOARD OF DIRECTORS HAS DETERMINED THAT THE      
AMENDED MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE AMENDED MERGER
AGREEMENT, INCLUDING THE MERGER, AS DESCRIBED IN THE ORIGINAL PROXY             
STATEMENT/PROSPECTUS, ARE ADVISABLE AND ARE IN THE BEST INTERESTS OF SYNCOR AND 
ITS STOCKHOLDERS AND IN FURTHERANCE OF THE LONG-TERM BUSINESS STRATEGIES AND    
GOALS OF SYNCOR. ACCORDINGLY, THE SYNCOR BOARD OF DIRECTORS RECOMMENDS THAT THE 
SYNCOR STOCKHOLDERS VOTE "FOR" APPROVAL OF THE AMENDED MERGER AGREEMENT.        

 In considering the recommendation of the Syncor board of directors with
respect to the amended merger agreement, you should be aware that certain       
directors and officers of Syncor have arrangements that cause them to have      
interests in the transaction that are different from, or are in addition to, the
interests of Syncor stockholders generally. These potentially conflicting       
interests were disclosed in the original proxy statement/prospectus.            

Considerations of the Cardinal Health Board of Directors.  In light of
events that have come to the attention of the Cardinal Health board of directors
since late October 2002, the Cardinal Health board of directors approved the    
amended merger agreement which provides, among other things, for a reduction in 
the exchange ratio from that agreed at the time the original merger agreement   
was signed. In addition to the factors considered by the Cardinal Health board  
of directors in unanimously approving the original merger agreement, as         
described on pages 27 and 28 of the original proxy statement/prospectus, the    
Cardinal Health board of directors consulted with Cardinal Health's legal       
advisors as well as with Cardinal Health's                                      

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management the reduced exchange ratio results in fewer shares being issued; and 
considered a number of positive factors, including among others:                

  - management's expectation that, with a lower exchange ratio, the merger
     will be accretive to earnings and cash flow of the combined company, as
compared to Cardinal Health's stand-alone earnings and cash flow  
expectations, without giving effect to any potential synergies;   

    - the fact that Syncor's core U.S. pharmacy services business continued to
    show strong year-to-date financial performance, including a 28 percent
increase in net sales from continuing operations and a 53 percent 
increase in operating income during Syncor's third quarter 2002 as
compared with the same period of 2001;                            

- Mr. Fu agreement to contribute Syncor shares having a value of $2.5 
   million and forego his severance payment valued at approximately $2.1
million, which he may have been entitled;                         

    - the avoidance of a potentially costly, protracted and disruptive dispute
 that likely would have resulted regarding the parties obligation to
proceed with the transaction under the terms of the amended merger
       agreement in the event that the amended merger agreement was not executed
   (including the risk of litigation and the fact that there could be no
assurances that Cardinal Health would prevail in that litigation);

- the belief that as a result of the investigation, including Cardinal
     Health's extensive and ongoing due diligence, the issues were addressed
with the SEC and DOJ; and                                         

   - the belief that Syncor's core U.S. pharmacy services business continued
    to represent an attractive fit with Cardinal Health's existing nuclear
pharmacy services offering that would provide Cardinal Health with
opportunities to enhance its relationship with pharmaceutical     
manufacturers and biotech companies.                              

   The Cardinal Health board of directors believed that the positive factors
mentioned above outweighed the following negative factors:                      

- the time and resources required to complete the merger, with the    
    completion of the merger being subject to certain conditions (see "The
Merger Agreement -- Conditions to the Obligations of Each         
     Party; -- Conditions to the Obligations of Syncor; -- Conditions to the
       Obligations of Cardinal Health and Mudhen Merger Corp." on pages 49 to 51
    of the original proxy statement/prospectus) and the time and resources
necessary to integrate Syncor's operations with Cardinal Health's 
operations;                                                       

    - the time and resources required to resolve the issues resulting from the
internal investigations at Syncor and its subsidiaries and the    
       developments related to Syncor's agreements with the DOJ and the staff of
       the SEC (see "Recent Developments -- Investigation of Foreign Operations;
Agreements with the United States Department of Justice and the   
Securities and Exchange Commission");                             

  - the potential fines and penalties that may be levied on Syncor and its
     subsidiaries by the U.S. government and foreign authorities as a result
of the findings of the internal investigations (see "Recent       
      Developments -- Investigation of Foreign Operations; Agreements with the
 United States Department of Justice and the Securities and Exchange
Commission");                                                     

 - the costs associated with defending the litigation against Syncor and
Cardinal Health arising out of the subject matter of the internal 
investigations (see "Recent Developments -- Certain Litigation"); 

   - negative publicity and potential impact to Cardinal Health's reputation
      resulting from Syncor's agreements with the DOJ and the staff of the SEC
       and the related allegations (see "Recent Developments -- Investigation of
 Foreign Operations; Agreements with the United States Department of
Justice and the Securities and Exchange Commission");             

  - the fact that all of the conditions to the merger may not be satisfied
until the first calendar quarter of 2003;                         

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   - the time and resources required to explore options to shut down or sell
Syncor's foreign operations if this course of action is pursued by
Cardinal Health;                                                  

- the potential additional delay in selling CMI (see "Recent          
Developments -- CMI Sale Process");                               

     - potential difficulties inherent in integrating two geographically diverse
      businesses and the risk that the benefits expected to be obtained in the
merger might not be fully realized; and                           

- the cost associated with retaining Syncor's management team and     
possibility that Cardinal Health may be unable to retain these    
individuals.                                                      

 The Cardinal Health board considered that the costs associated with the
recent developments and determined that the benefits of the transaction coupled 
with the adjustment to the exchange ratio outweighed the additional negative    
factors resulting from those developments.                                      

     The Cardinal Health board of directors also considered Syncor's anticipated
divestiture of CMI and found this plan to be consistent with Cardinal Health's  
strategic direction, although there can be no assurances that any transaction   
involving CMI will occur. The foregoing discussion of the factors considered by 
the Cardinal Health board of directors is not intended to be exhaustive. In view
of the wide variety of factors considered in connection with its evaluation of  
the merger, the Cardinal Health board of directors did not find it practicable  
to, and did not, quantify or otherwise attempt to assign relative weights to the
specific factors considered in reaching its determinations. In addition,        
individual Cardinal Health directors may have given differing weights to        
different factors. The Cardinal Health board of directors considered all these  
factors as a whole, and overall considered them to be favorable to and to       
support its determination to approve the amended merger agreement.              

INTERESTS OF SYNCOR'S DIRECTORS AND OFFICERS IN THE MERGER                      

  Certain members of the Syncor board of directors and certain of Syncor's
executive officers may be deemed to have interests that are different from, or  
are in addition to, the interests of Syncor stockholders generally. The         
following interests are in addition to the interests identified on pages 34     
through 37 of the original proxy statement/prospectus. The Syncor board of      
directors was aware of the interests and considered them, among other matters,  
in approving the amended merger agreement.                                      

     Cardinal Health is continuing discussions with each of Robert G. Funari and
Rodney E. Boone regarding the terms of his employment relationship with the     
combined companies following the merger. These discussions may result in        
renegotiation of their employment and/or severance agreements.                  

    In recognition of the extraordinary work and effort required in connection
with his service as lead director of the Syncor board of directors and chairman 
of the special committee to the board beginning on November 6, 2002, the Syncor 
board of directors has authorized payments to Mr. Bernard Puckett of $3,000 per 
day for each day that he spends significant time working in his capacity as lead
director or as chairman of the special committee. As of the date of this        
document, these payments total approximately $       . These payments are in    
addition to the payments that each member of the Syncor board of directors is   
entitled to receive as a member of the board and of any committee thereof.      

OPINION OF SYNCOR'S FINANCIAL ADVISOR                                           

 Syncor retained Salomon Smith Barney to act as its financial advisor in
connection with the proposed merger. In connection with this engagement, Syncor 
requested that Salomon Smith Barney evaluate the fairness, from a financial     
point of view, to the holders of Syncor common stock of the exchange ratio      
provided for in the merger. On December 3, 2002, at a meeting of the Syncor     
board of directors held to evaluate the amended merger agreement, Salomon Smith 
Barney delivered to the Syncor board of directors an oral opinion, which opinion
was confirmed by delivery of a written opinion dated the same date, to the      
effect that, as of that date and based on and subject to the matters described  
in its opinion, the revised exchange ratio was fair, from a financial point of  
view, to the holders of Syncor common stock.                                    

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In arriving at its opinion, Salomon Smith Barney:                     

- reviewed the amended to the merger agreement and related documents; 

- held discussions with Syncor's senior officers, directors and other 
     representatives and advisors and with Cardinal Health's senior officers
     and other representatives and advisors concerning Syncor's and Cardinal
Health's businesses, operations and prospects;                    

   - examined publicly available business and financial information relating
to Syncor and Cardinal Health;                                    

  - examined financial forecasts and other information and data for Syncor
       and publicly available financial forecasts and other information and data
    for Cardinal Health which were provided to or otherwise discussed with
 Salomon Smith Barney by Syncor's and Cardinal Health's managements,
    including information relating to the potential strategic implications
   and operational benefits anticipated by Syncor's management to result
from the merger;                                                  

  - reviewed the financial terms of the merger as described in the amended
merger agreement in relation to, among other things, current and  
     historical market prices and trading volumes of Syncor common stock and
      Cardinal Health common shares, the historical and projected earnings and
other operating data of Syncor and Cardinal Health, and the       
   capitalization and financial condition of Syncor and Cardinal Health;

- considered, to the extent publicly available, the financial terms of
       other transactions effected that it considered relevant in evaluating the
merger;                                                           

     - analyzed financial, stock market and other publicly available information
relating to the businesses of other companies whose operations it 
    considered relevant in evaluating those of Syncor and Cardinal Health;

- evaluated the potential pro forma financial impact of the merger on 
Cardinal Health; and                                              

     - conducted other analyses and examinations and considered other financial,
      economic and market criteria as it deemed appropriate in arriving at its
opinion.                                                          

    In rendering its opinion, Salomon Smith Barney assumed and relied, without
independent verification, on the accuracy and completeness of all financial and 
other information and data publicly available or furnished to or otherwise      
reviewed by or discussed with it. With respect to financial forecasts and other 
information and data relating to Syncor provided to or otherwise discussed with 
Salomon Smith Barney and used in its analysis, Syncor's management advised      
Salomon Smith Barney that the forecasts and other information and data were     
reasonably prepared on bases reflecting the best currently available estimates  
and judgments of Syncor's management as to the future financial performance of  
Syncor. With respect to the publicly available financial forecasts and other    
information and data relating to Cardinal Health provided to or otherwise       
discussed with Salomon Smith Barney and used in its analysis, Cardinal Health's 
management advised Salomon Smith Barney that the forecasts and other information
and data represented reasonable estimates as to the future financial performance
of Cardinal Health.                                                             

   Salomon Smith Barney assumed, with Syncor's consent, that the merger will
be completed in accordance with its terms without waiver, modification or       
amendment of any material term, condition or agreement and that, in the course  
of obtaining the necessary regulatory or third-party approvals and consents for 
the merger, no delay, limitation, restriction or condition will be imposed other
than as specified in the amended merger agreement and related documents. Salomon
Smith Barney also assumed, with Syncor's consent, that the merger will be       
treated as a reorganization for federal income tax purposes. Salomon Smith      
Barney did not express any opinion as to what the value of Cardinal Health      
common shares actually will be when issued in the merger or the prices at which 
Cardinal Health common shares will trade or otherwise be transferable at any    
time. Salomon Smith Barney did not make and was not provided with an independent
evaluation or appraisal of the assets or liabilities, contingent or otherwise,  
of Syncor or Cardinal Health, and Salomon Smith Barney did not make any physical
inspection of the properties or assets of Syncor or Cardinal Health.            

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   In connection with its engagement, and at Syncor's request, Salomon Smith
Barney held preliminary discussions with selected third parties prior to the    
date on which the original merger agreement was executed regarding the          
acquisition of Syncor. Salomon Smith Barney's opinion does not address the      
relative merits of the merger as compared to any alternative business strategies
that might exist for Syncor or the effect of any other transaction in which     
Syncor might engage. Salomon Smith Barney's opinion was necessarily based on    
information available, and financial, stock market and other conditions and     
circumstances existing and disclosed to Salomon Smith Barney, as of the date of 
its opinion. Although Salomon Smith Barney evaluated the revised exchange ratio 
from a financial point of view, Salomon Smith Barney was not asked to and did   
not recommend the specific consideration payable in the merger, which was       
determined through negotiations between Syncor and Cardinal Health. Syncor      
imposed no other instructions or limitations on Salomon Smith Barney with       
respect to the investigations made or procedures followed by Salomon Smith      
Barney in rendering its opinion.                                                

   The full text of Salomon Smith Barney's written opinion dated December 3,
2002, which describes the assumptions made, matters considered and limitations  
on the review undertaken, is included as Appendix D to this document and is     
incorporated in this document by reference. Salomon Smith Barney's opinion is   
directed to the Syncor board of directors and relates only to the fairness of   
the revised exchange ratio from a financial point of view, does not address any 
other aspect of the merger or any related transaction and does not constitute a 
recommendation to any Syncor stockholder with respect to any matters relating to
the proposed merger.                                                            

In preparing its opinion, Salomon Smith Barney performed a variety of 
financial and comparative analyses, including those described below. The summary
of these analyses is not a complete description of the analyses underlying      
Salomon Smith Barney's opinion, but rather describes the material financial     
analyses underlying the opinion. The preparation of a fairness opinion is a     
complex analytical process involving various determinations as to the most      
appropriate and relevant methods of financial analysis and the application of   
those methods to the particular circumstances, and, therefore, a fairness       
opinion is not readily susceptible to summary description. Accordingly, Salomon 
Smith Barney believes that its analyses must be considered as a whole and that  
selecting portions of its analyses and factors or focusing on information       
presented in tabular format, without considering all analyses and factors or the
narrative description of the analyses, could create a misleading or incomplete  
view of the processes underlying its analyses and opinion.                      

In its analyses, Salomon Smith Barney considered industry performance,
general business, economic, market and financial conditions and other matters   
existing as of the date of its opinion, many of which are beyond the control of 
Syncor and Cardinal Health. No company, business or transaction used in those   
analyses as a comparison is identical to Syncor, Cardinal Health or the proposed
merger, and an evaluation of those analyses is not entirely mathematical.       
Rather, the analyses involve complex considerations and judgments concerning    
financial and operating characteristics and other factors that could affect the 
acquisition, public trading or other values of the companies or business        
segments analyzed.                                                              

The estimates contained in Salomon Smith Barney's analyses and the    
valuation ranges resulting from any particular analysis are not necessarily     
indicative of actual values or predictive of future results or values, which may
be significantly more or less favorable than those suggested by its analyses. In
addition, analyses relating to the value of businesses or securities do not     
necessarily purport to be appraisals or to reflect the prices at which          
businesses or securities actually may be sold. Accordingly, Salomon Smith       
Barney's analyses and estimates are inherently subject to substantial           
uncertainty.                                                                    

   Salomon Smith Barney's opinion and analyses were only one of many factors
considered by the Syncor board of directors in its evaluation of the merger, and
should not be viewed as determinative of the views of the Syncor board of       
directors or Syncor's management with respect to the revised exchange ratio or  
the proposed merger.                                                            

    The following is a summary of the material financial analyses performed by
Salomon Smith Barney in connection with the rendering of its opinion dated      
December 3, 2002. The financial analyses summarized below include information   
presented in tabular format. In order to fully understand Salomon Smith Barney's
financial analyses, the tables must be read together with the text of each      
summary. The tables alone do not                                                
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constitute a complete description of the financial analyses. Considering the    
data in the tables below without considering the full narrative description of  
the financial analyses, including the methodologies and assumptions underlying  
the analyses, could create a misleading or incomplete view of Salomon Smith     
Barney's financial analyses. Internal estimates of Syncor's management used in  
the analyses described below exclude Syncor's wholly owned subsidiary, CMI,     
which Syncor has publicly announced it intends to sell, and assumes that a      
portion of the after-tax net proceeds of that sale will be used to repay a      
significant portion of Syncor's total debt outstanding.                         

Selected Companies Analysis.  Salomon Smith Barney compared financial,
operating and stock market data of Syncor to corresponding financial, operating 
and stock market data of Cardinal Health and the following six publicly traded  
companies in the broad-based distributors and medical/surgical distributors     
sectors of the health care industry:                                            

                                                                [Download Table]

   BROAD-BASED DISTRIBUTORS          MEDICAL/SURGICAL DISTRIBUTORS     
-------------------------------  --------------------------------------
                                                                       
- AmeriSourceBergen Corporation  - Fisher Scientific International Inc.
- D&K Healthcare Resources Inc.  - Henry Schein, Inc.                  
- McKesson Corporation           - Owens & Minor, Inc.                 

  Salomon Smith Barney also compared financial, operating and stock market
data of the three publicly traded companies listed above in the broad-based     
distributors sector to corresponding financial, operating and stock market data 
of Cardinal Health. The selected companies that were reviewed distinctly for    
Syncor are referred to as the Syncor selected companies and the selected        
companies that were reviewed distinctly for Cardinal Health are referred to as  
the Cardinal Health selected companies.                                         

     Salomon Smith Barney reviewed firm values, calculated as equity value, plus
debt, minority interest and preferred stock, less cash and cash equivalents, as 
a multiple of, among other things, latest 12 months' and estimated calendar year
2002 earnings before interest, taxes, depreciation and amortization, commonly   
known as EBITDA. Salomon Smith Barney reviewed equity values as a multiple of   
latest 12 months' and estimated calendar years 2002 and 2003 net income.        
Estimated financial data for Syncor were based on internal estimates of Syncor's
management and estimated financial data for Cardinal Health were based on       
publicly available research analysts' estimates and discussions with Cardinal   
Health's management. Estimated financial data for the selected companies were   
based on publicly available research analysts' estimates. All multiples were    
based on per share closing stock prices on December 2, 2002. Salomon Smith      
Barney applied a range of selected multiples of latest 12 months' and estimated 
calendar year 2002 EBITDA and latest 12 months' and estimated calendar years    
2002 and 2003 net income derived from the Syncor selected companies to          
corresponding financial data of Syncor, and applied a range of selected         
multiples of estimated calendar year 2002 EBITDA and latest 12 months' and      
estimated calendar years 2002 and 2003 net income derived from the Cardinal     
Health selected companies to corresponding financial data of Cardinal Health, in
order to derive implied equity reference ranges for Syncor and Cardinal Health. 
This analysis indicated the following implied per share equity reference range  
for Syncor, as compared to the per share equity value of Syncor implied by the  
revised exchange ratio provided for in the merger based on the per share closing
price of Cardinal Health common shares on December 2, 2002:                     

                                                                [Download Table]

 IMPLIED PER SHARE EQUITY           PER SHARE EQUITY VALUE FOR       
REFERENCE RANGE FOR SYNCOR   SYNCOR IMPLIED BY REVISED EXCHANGE RATIO
--------------------------   ----------------------------------------
                                                                     
     $24.00 - $29.00                          $29.14                 

  This analysis also indicated an implied per share equity reference range
for Cardinal Health of approximately $55.00 to $64.00, as compared to the per   
share closing price of Cardinal Health common shares on December 2, 2002 of     
$61.99. The implied per share equity reference ranges for Syncor and Cardinal   
Health were then used to calculate an implied exchange ratio range of           
approximately 0.375x to 0.527x, as compared to the revised exchange ratio in the
merger of 0.47x.                                                                

  Discounted Share Price Analysis.  Salomon Smith Barney reviewed Syncor's
and Cardinal Health's calendar year estimated 2005 earnings per share, commonly 
referred to as EPS, and derived implied hypothetical future share prices for    
Syncor and Cardinal Health by applying to their calendar year estimated         

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2005 EPS one-year forward EPS multiples ranging from 15.5x to 17.0x in the case 
of Syncor and 19.0x to 21.0x in the case of Cardinal Health. Estimated financial
data for Syncor were based on internal estimates of Syncor's management and     
estimated financial data for Cardinal Health were based on publicly available   
research analysts' estimates and discussions with Cardinal Health's management. 
These hypothetical future share prices were then discounted to present value    
using discount rates based on Syncor's and Cardinal Health's cost of equity.    
This analysis indicated the following implied per share equity reference range  
for Syncor, as compared to the per share equity value of Syncor implied by the  
revised exchange ratio provided for in the merger based on the per share closing
price of Cardinal Health common shares on December 2, 2002:                     

                                                                [Download Table]

 IMPLIED PER SHARE EQUITY           PER SHARE EQUITY VALUE FOR       
REFERENCE RANGE FOR SYNCOR   SYNCOR IMPLIED BY REVISED EXCHANGE RATIO
--------------------------   ----------------------------------------
                                                                     
     $23.94 - $27.35                          $29.14                 

  This analysis also indicated an implied per share equity reference range
for Cardinal Health of approximately $69.76 to $79.21, as compared to the per   
share closing price of Cardinal Health common shares on December 2, 2002 of     
$61.99. The implied per share equity reference ranges for Syncor and Cardinal   
Health were then used to calculate an implied exchange ratio range of           
approximately 0.302x to 0.392x, as compared to the revised exchange ratio in the
merger of 0.47x.                                                                

Precedent Transactions Analysis.  Salomon Smith Barney reviewed the   
aggregate transaction values and implied transaction multiples in the following 
eight selected merger and acquisition transactions in the health care industry  
completed since July 1992:                                                      

                                                                [Download Table]

            ACQUIROR                             TARGET                
--------------------------------  -------------------------------------
                                                                       
- AmeriSource Health Corporation  - Bergen Brunswig Corporation        
- Cardinal Health, Inc.           - Bindley Western Industries, Inc.   
- AmeriSource Health Corporation  - C.D. Smith Healthcare, Inc.        
- AmeriSource Health Corporation  - Walker Drug Company                
- McKesson Corporation            - FoxMeyer Corporation               
- Cardinal Health, Inc.           - Medicine Shoppe International, Inc.
- Cardinal Distribution, Inc.     - Whitmire Distribution Corp.        
- Bergen Brunswig Corporation     - Durr-Fillauer Medical, Inc.        

     Salomon Smith Barney compared firm values in the selected transactions as a
multiple of latest 12 months' EBITDA. Salomon Smith Barney compared equity      
values in the selected transactions as a multiple of latest 12 months' and      
one-year forward net income. Estimated financial data for Syncor were based on  
internal estimates of Syncor's management. All multiples for the selected       
transactions were based on publicly available information at the time of        
announcement of the relevant selected transaction as adjusted based on the      
percentage increase/(decrease) in the Standard & Poors 500 Index from the date  
of announcement of each transaction through December 2, 2002. Salomon Smith     
Barney applied a range of selected multiples derived from the financial data    
described above for the selected transactions to corresponding financial data of
Syncor in order to derive an implied equity reference range for Syncor. This    
analysis indicated the following implied per share equity reference range for   
Syncor, as compared to the per share equity value of Syncor implied by the      
revised exchange ratio provided for in the merger based on the per share closing
price of Cardinal Health common shares on December 2, 2002:                     

                                                                [Download Table]

 IMPLIED PER SHARE EQUITY           PER SHARE EQUITY VALUE FOR       
REFERENCE RANGE FOR SYNCOR   SYNCOR IMPLIED BY REVISED EXCHANGE RATIO
--------------------------   ----------------------------------------
                                                                     
     $26.00 - $38.00                          $29.14                 

The implied per share equity reference range for Syncor was then used,
together with the implied per share equity reference range derived for Cardinal 
Health from the selected companies analysis described above, to calculate an    
implied exchange ratio range of approximately 0.406x to 0.691x, as compared to  
the revised exchange ratio in the merger of 0.47x.                              

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Discounted Cash Flow Analysis.  Salomon Smith Barney calculated the   
estimated present value of the stand-alone, unlevered, after-tax free cash flows
that Syncor could produce for calendar years 2003 to 2005. Salomon Smith Barney 
also calculated the estimated present value of the stand-alone, unlevered,      
after-tax free cash flows that Cardinal Health could produce for the third and  
fourth fiscal quarters of fiscal year 2003 and for fiscal years 2004 to 2006.   
Estimated financial data for Syncor were based on internal estimates of Syncor's
management and estimated financial data for Cardinal Health were based on       
publicly available research analysts' estimates and discussions with Cardinal   
Health's management. Salomon Smith Barney calculated a range of estimated       
terminal values for Syncor and Cardinal Health by applying, in the case of      
Syncor, a range of terminal EBITDA multiples of 6.75x to 9.75x to Syncor's      
calendar year 2005 estimated EBITDA and, in the case of Cardinal Health, a range
of terminal EBITDA multiples of 11.5x to 12.5x to Cardinal Health's fiscal year 
2006 estimated EBITDA. The estimated free cash flows and terminal values for    
each of Syncor and Cardinal Health then were discounted to present value using  
discount rates ranging from 9.0% to 10.0% in the case of Syncor and 8.5% to 9.5%
in the case of Cardinal Health. This analysis indicated the following implied   
per share equity reference range for Syncor, as compared to the per share equity
value of Syncor implied by the revised exchange ratio provided for in the merger
based on the per share closing price of Cardinal Health common shares on        
December 2, 2002:                                                               

                                                                [Download Table]

 IMPLIED PER SHARE EQUITY           PER SHARE EQUITY VALUE FOR       
REFERENCE RANGE FOR SYNCOR   SYNCOR IMPLIED BY REVISED EXCHANGE RATIO
--------------------------   ----------------------------------------
                                                                     
     $27.55 - $37.57                          $29.14                 

  This analysis also indicated an implied per share equity reference range
for Cardinal Health of between $89.00 to $98.39, as compared to the per share   
closing price of Cardinal Health common shares on December 2, 2002 of $61.99.   
The implied per share equity reference ranges for Syncor and Cardinal Health    
were then used to calculate an implied exchange ratio range of approximately    
0.280x to 0.422x, as compared to the revised exchange ratio in the merger of    
0.47x.                                                                          

Other Factors.  In the course of preparing its opinion, Salomon Smith 
Barney also reviewed and considered other information and data, including:      

 - trading characteristics and stock price performance of Syncor shares,
      Cardinal Health common shares and the common stock of selected companies
in the health care industry (including during the period since the
       announcement of the original merger agreement), including a comparison of
   price to earnings growth and, in the case of Cardinal Health, forward
year price to earnings multiples;                                 

- implied multiples for Syncor both on a stand-alone basis and in the 
merger based on various operational and financial metrics;        

- the potential pro forma effect of the merger on Cardinal Health's   
   earnings per common share, without taking into account potential cost
       savings or other synergies from the merger, as estimated for fiscal years
2003 and 2004; and                                                

    - publicly available research analysts' reports for Cardinal Health common
shares.                                                           

MISCELLANEOUS                                                                   

   Under the terms of its engagement, Syncor has agreed to pay Salomon Smith
Barney for its financial advisory services upon completion of the merger an     
aggregate fee based on a percentage of the total consideration, including       
liabilities assumed, payable in the merger, which fee is estimated to be        
approximately $4.9 million. Syncor also has agreed to reimburse Salomon Smith   
Barney for reasonable travel and other out-of-pocket expenses incurred by       
Salomon Smith Barney in performing its services, including the reasonable fees  
and expenses of its legal counsel, and to indemnify Salomon Smith Barney and    
related persons against liabilities, including liabilities under the U.S.       
federal securities laws, arising out of its engagement.                         

Salomon Smith Barney and its affiliates in the past have provided, and
currently are providing, services to Syncor unrelated to the proposed merger,   
for which services Salomon Smith Barney and its affiliates have received, and   
expect to receive, compensation. Salomon Smith Barney and its affiliates also in
the past have                                                                   

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provided, and may in the future provide, services to Cardinal Health unrelated  
to the proposed merger, for which services Salomon Smith Barney and its         
affiliates have received, and may receive, compensation. In the ordinary course 
of business, Salomon Smith Barney and its affiliates may actively trade or hold 
the securities of Syncor and Cardinal Health for their own account or for the   
account of customers, and, accordingly, may at any time hold a long or short    
position in those securities. In addition, Salomon Smith Barney and its         
affiliates, including Citigroup Inc. and its affiliates, may maintain           
relationships with Syncor, Cardinal Health and their affiliates.                

  Salomon Smith Barney is an internationally recognized investment banking
firm, and was selected by Syncor based on its reputation, experience and        
familiarity with Syncor and its business. Salomon Smith Barney regularly engages
in the valuation of businesses and their securities in connection with mergers  
and acquisitions, negotiated underwritings, competitive bids, secondary         
distributions of listed and unlisted securities, private placements and         
valuations for estate, corporate and other purposes.                            

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THE MERGER AGREEMENT AMENDMENTS 

   The following is a summary of material provisions of the merger agreement
amendments, copies of which are included as Appendix A and Appendix B to this   
document. The merger agreement as signed on June 14, 2002 and conformed to give 
effect to amendment no. 1 and amendment no. 2 is included as Appendix C to this 
document. This summary is qualified in its entirety by reference to the merger  
agreement and the amendments, which are incorporated by reference in this       
document. Except as described below, the terms of the merger agreement are as   
described on pages 39 through 54 of the original proxy statement/prospectus.    

EXCHANGE RATIO                                                                  

At the effective time of the merger, each share of Syncor common stock
issued and outstanding immediately prior to the effective time of the merger    
will be converted into the right to receive 0.47 of a Cardinal Health common    
share. Prior to amending the merger agreement, the exchange ratio was equal to  
0.52 of a Cardinal Health common share.                                         

  This revised exchange ratio of 0.47 will also be used in determining the
number of options to purchase Cardinal Health common shares a holder of a Syncor
stock option will have as a result of the merger. Prior to the effective time of
the merger, Cardinal Health and Syncor will take all necessary actions to cause 
each unexpired and unexercised outstanding option granted or issued under       
Syncor's stock option or equity-incentive plans to be automatically converted at
the effective time of the merger into a fully-vested option to purchase that    
number of Cardinal Health common shares equal to the number of Syncor shares    
subject to the Syncor option immediately prior to the effective time of the     
merger multiplied by the revised exchange ratio of 0.47 (and rounded to the     
nearest share), with an exercise price per share equal to the exercise price per
share of the Syncor option divided by the revised exchange ratio of 0.47 (and   
rounded to the nearest whole cent), and with other terms and conditions that are
the same as the terms and conditions of the Syncor option immediately before the
effective time of the merger. Adjustments may be made, as necessary, to preserve
the tax treatment of incentive stock options. Subject to limited exceptions     
described in the original proxy statement/prospectus, Syncor options granted by 
Syncor between June 14, 2002, and the completion of the merger will not vest and
will be converted into unvested options to purchase Cardinal Health common      
shares as described above. These Cardinal Health options will vest pursuant to  
the terms of the Syncor options as in effect at the time of the merger.         

     Based on the exchange ratio of 0.47 and the closing per share sale price of
Cardinal Health common shares as of December 5, 2002, the value of the Cardinal 
Health common shares to be received by all of the Syncor stockholders in        
connection with the merger is approximately $806 million.                       

ADDITIONAL CONDITION TO THE OBLIGATIONS OF CARDINAL HEALTH AND MUDHEN MERGER    
CORP. TO COMPLETE MERGER                                                        

    In addition to conditions to the obligations of Cardinal Health and Mudhen
Merger Corp. listed on page 51 of the original proxy statement/prospectus, the  
obligations of Cardinal Health and Mudhen Merger Corp. to consummate the merger 
and the transactions contemplated by the amended merger agreement are subject to
Syncor Taiwan, Inc. entering into a guilty plea pursuant to the agreement, dated
December 3, 2002, between counsel for Syncor and the DOJ and the plea agreement,
dated December 3, 2002, between Syncor Taiwan and the DOJ. The plea must be     
without modification to its terms except for any modification that would not be 
materially adverse to Cardinal or have a material adverse effect (as defined    
below) on Syncor.                                                               

MATERIAL ADVERSE EFFECT                                                         

     A "material adverse effect" with respect to any party to the amended merger
agreement will be deemed to occur if there will have been a material adverse    
effect on the business, financial condition or results of                       

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operations of that party to the amended merger agreement and that party's       
subsidiaries, taken as a whole, except to the extent that the adverse effect    
results from:                                                                   

- changes (1) in prevailing interest rates in the United States or    
       financial market conditions in the United States, (2) in general economic
conditions in the United States, or (3) in GAAP;                  

     - any developments, changes or consequences relating to or that could arise
      from the actual or prospective renewal of (or failure to renew) Syncor's
       agreement with Dupont Merck Pharmaceutical Company (and Bristol-Myers, as
       successor), dated December 19, 1993, as amended (prior to June 14, 2002),
which we refer to as the BMS contract, any new terms that may be  
   negotiated in any proposed or actual amended or new BMS contract, any
       negotiations with Bristol-Myers (or the substitute counterparty) directly
     relating to the BMS contract or any amendment to the BMS contract, or a
new BMS contract, in each case, regardless of whether or not      
Bristol-Myers owns the product covered by the BMS contract;       

     - any developments, changes or consequences relating to the process for the
     possible sale of all or a portion of the business of CMI, including the
  failure to sell all or any portion of the CMI business, the level of
    interest of any parties in pursuing a sale or the value or other terms
      for a sale indicated by those parties, and the pricing or other terms of
any sale, or the effect of any accounting charges, adjustments and
      changes previously disclosed to Cardinal Health. For the purposes of the
amended merger agreement, in determining whether there has been a 
material adverse effect on Syncor, any changes to or developments 
   regarding the CMI business will be measured solely against the actual
      results of the CMI business for the fiscal year ended December 31, 2001;

- the Syncor Disclosure Matter, which is defined as:                  

  - the information set forth in the written reports prepared by Ernst &
Young LLP; Skadden, Arps, Slate, Meagher & Flom LLP; and        
     PricewaterhouseCoopers LLP relating to Syncor's and its subsidiaries'
      operations outside of the continental United States, Alaska and Hawaii
    as disclosed to each of the DOJ, the SEC and Cardinal Health (or its
outside legal counsel),                                         

- any suit, claim, action, proceeding, hearing, notice of violation,
      demand letter or investigation, judgment, settlement, fine, penalty or
order by or before any governmental authority, whether existing,
     pending, threatened or hereafter arising (and including the terms and
     status thereof), arising from the matters identified in the preceding
bullet point or the disclosure, fiduciary, contractual or other 
      obligations of the parties and their subsidiaries and their respective
  directors, officers, employees and representatives relating to the
matters identified in the preceding bullet point, and           

    - any costs, fees and expenses of Syncor or its subsidiaries relating to
    the investigation of the matters identified in the two bullet points
     above; the renegotiation of the merger agreement; the solicitation of
        proxies after December 3, 2002; and any pre-existing indemnity rights of
      any directors, officers, employees and representatives of Syncor or of
        any of its subsidiaries in connection with any of the matters identified
in the two preceding bullet points.                             

TERMINATION                                                                     

 The amendments have the effect of permitting the merger agreement to be
terminated and the merger to be abandoned at any time prior to the effective    
time of the merger (notwithstanding any approval of the merger agreement by     
Syncor stockholders):                                                           

1. by mutual written consent of Cardinal Health and Syncor; 

      2. by either Cardinal Health or Syncor if there will be any law or
regulation that makes completion of the merger illegal or otherwise   
   prohibited, or if any judgment, injunction, order or decree of a court or
    other competent governmental authority enjoining Cardinal Health or Syncor
from completing the merger will have been entered and the judgment,   
injunction, order or decree will have become final and nonappealable; 
    provided that the party seeking to terminate the merger agreement pursuant
to this                                                               
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provision of the merger agreement will have used its reasonable best  
efforts to remove the order, decree, ruling or injunction;            

     3. by either Cardinal or Syncor if the merger shall not have been
    consummated before the date that is the earlier of (1) the date that is 23
 business days (within the meaning of Rule 14d-1(g)(3) of the Securities
  Exchange Act of 1934) following the date that the SEC declares the final
   post-effective amendment to the registration statement effective, and (2)
   March 21, 2003; provided, further, that the right to terminate the merger
    agreement under this provision is not available to any party whose failure
     or whose affiliate's failure to perform any material covenant or obligation
   under the agreement is the primary cause of or resulted in the failure of
the merger to occur on or before that date;                           

          4. by Cardinal Health (a) if there has been a withdrawal, modification
or change in the Syncor board of directors' recommendation in a manner
    adverse to Cardinal Health or (b) if the Syncor board of directors refuses
   to affirm the Syncor board of directors' recommendation within 20 days of
any written request from Cardinal Health;                             

   5. by Cardinal Health or Syncor if, at the special meeting, the
  requisite vote of Syncor stockholders to approve the merger agreement is
not obtained;                                                         

    6. by Cardinal Health if there has been a violation or breach by
    Syncor of any agreement, covenant, representation or warranty contained in
the amended merger agreement that has prevented or would prevent, the 
   satisfaction of the condition that (1) the representations and warranties
of Syncor are true and correct in all respects as of the date of the  
    original merger agreement and as of the closing date of the merger, unless
 the failure would not be reasonably expected to have a material adverse
     effect on Syncor or (2) Syncor has performed its obligations and agreements
   and complied with its covenants under the amended merger agreement in all
     material respects, at the time of the breach or violation and the breach or
    violation has not been waived by Cardinal Health nor cured by Syncor prior
   to the earlier of (a) 20 business days after the giving of written notice
to Syncor of the breach and (b) March 21, 2003; or                    

    7. by Syncor if there has been a violation or breach by Cardinal
    Health of any agreement, covenant, representation or warranty contained in
    the merger agreement that has prevented or would prevent, the satisfaction
  of the condition that (1) the representations and warranties of Cardinal
    Health are true and correct in all respects as of the date of the original
merger agreement and as of the closing date of the merger, unless the 
    failure would not be reasonably expected to have a material adverse effect
     on Cardinal Health or (2) Cardinal Health has performed its obligations and
agreements and complied with its covenants under the amended merger   
    agreement in all material respects at the time of the breach or violation,
and the breach or violation has not been waived by Syncor nor cured by
Cardinal Health prior to the earlier of (a) 20 business days after the
  giving of written notice to Syncor of the breach and (b) March 21, 2003.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 

   The following general discussion summarizes the anticipated material U.S.
federal income tax consequences of the merger to Syncor stockholders that       
exchange their Syncor shares for Cardinal Health common shares in the merger.   
This discussion addresses only those Syncor stockholders that hold their Syncor 
common stock as a capital asset, and does not address all of the U.S. federal   
income tax consequences that may be relevant to particular Syncor stockholders  
in light of their individual circumstances or to Syncor stockholders that are   
subject to special rules, such as:                                              

- financial institutions;                                             

- mutual funds;                                                       

- tax-exempt organizations;                                           

- insurance companies;                                                

- dealers in securities or foreign currencies;                        

- traders in securities that elect to apply a mark-to-market method of
accounting;                                                       

- foreign holders;                                                    

- persons that hold their Syncor shares as part of a hedge, straddle, 
constructive sale or conversion transaction; or                   

- Syncor stockholders that acquired their shares upon the exercise of 
Syncor options or otherwise as compensation.                      

     The following discussion is not binding on the Internal Revenue Service. It
is based upon the Internal Revenue Code of 1986, as amended, which we refer to  
as the Code, laws, regulations, rulings and decisions in effect as of the date  
of this document, all of which are subject to change, possibly with retroactive 
effect. Tax consequences under state, local and foreign laws and U.S. federal   
laws other than U.S. federal income tax laws, are not addressed.                

Syncor stockholders are urged to consult their tax advisors as to the 
specific tax consequences to them of the merger, including the applicability and
effect of U.S. federal, state and local and foreign income and other tax laws in
their particular circumstances.                                                 

  Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to Syncor, has
delivered a new opinion, a copy of which has been filed as an exhibit to the    
registration statement, to the effect that, provided the merger is consummated  
in the manner described in the merger agreement (1) the merger will constitute a
"reorganization" (within the meaning of Section 368(a) of the Code) and (2) no  
gain or loss will be recognized by Syncor stockholders upon the receipt of      
Cardinal Health common shares in exchange for Syncor shares pursuant to the     
merger, except with respect to cash received in lieu of fractional share        
interests in Cardinal Health common shares and possibly with respect to Syncor  
shares contributed pursuant to the Fu letter agreement as described below. It is
a condition to the completion of the merger that Syncor receive an opinion,     
dated the closing date of the merger, to the same effect. An opinion of counsel 
represents counsel's best legal judgment and is not binding on the Internal     
Revenue Service or any court. No ruling has been, or will be, sought from the   
Internal Revenue Service as to the U.S. federal income tax consequences of the  
merger.                                                                         

Based on and subject to the above opinion, Syncor stockholders that   
exchange their Syncor common stock solely for Cardinal Health common shares in  
the merger will not recognize gain or loss for U.S. federal income tax purposes,
except with respect to cash, if any, they receive in lieu of a fractional       
Cardinal Health common share and possibly with respect to Syncor shares         
contributed pursuant to the Fu letter agreement as described below. Each        
holder's aggregate tax basis in Cardinal Health common shares received in the   
merger will be the same as that holder's aggregate tax basis in Syncor common   
stock surrendered in the merger, decreased by the amount of any tax basis       
allocable to any fractional share interest for which cash is received.          

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The holding period of Cardinal Health common shares received in the merger by a 
holder of Syncor common stock will include the holding period of Syncor common  
stock that the holder surrendered in the merger.                                

    A holder of Syncor common stock that receives cash in lieu of a fractional
Cardinal Health common share will recognize gain or loss equal to the difference
between the amount of cash received and that holder's tax basis in Cardinal     
Health common shares that is allocable to the fractional Cardinal Health common 
share. That gain or loss generally will constitute capital gain or loss and will
constitute long-term capital gain or loss if the Syncor stockholder has held the
shares for more than 12 months on the date of the merger.                       

    It is possible that Mr. Fu's contribution to Syncor of Syncor common stock
pursuant to the Fu letter agreement could have an adverse effect on Syncor      
stockholders who receive Cardinal Health common shares in the merger. The       
Internal Revenue Service might contend that, for federal income tax purposes,   
Cardinal Health common shares should be treated as having been issued in the    
merger based on Syncor stockholders' ownership of Syncor common stock prior to  
the contribution, followed by a transfer by Mr. Fu to the other stockholders of 
an amount of value equal to the excess of the amount received by the other      
stockholders over the amount that such stockholders would have received if Mr.  
Fu had not made the contribution. Under this theory, each Syncor stockholder    
(other than Mr. Fu) could recognize income equal to the value of such           
stockholder's pro rata share of approximately 39,700 Cardinal Health common     
shares, or approximately $0.09 per Syncor share (based on the closing per share 
sale price of Cardinal Health common shares and Syncor shares as of December 5, 
2002). While special counsel believes the better view is that no such income    
should be recognized, in light of the absence of controlling authority directly 
on point, no assurance can be given as to whether the Internal Revenue Service  
would take such a position or, if it did, whether it would prevail.             

   The foregoing discussion of material U.S. federal income tax consequences
is for general information purposes only and may not apply to all Syncor        
stockholders. The opinion of Skadden, Arps, Slate, Meagher & Flom LLP is not    
binding on the Internal Revenue Service. Because of the complexity of the tax   
laws, and because the tax consequences of the merger for any particular Syncor  
stockholder may be affected by matters not discussed in this document, each     
Syncor stockholder is urged to consult his own tax adviser with respect to the  
Syncor stockholder's own particular circumstances and with respect to the       
specific tax consequences of the merger to the Syncor stockholder, including the
applicability and effect of U.S. state and local and foreign tax laws, estate   
tax laws and proposed changes in applicable tax laws.                           

OTHER ACTION TO BE TAKEN AT THE RECONVENED SPECIAL MEETING

SYNCOR ADJOURNMENT PROPOSAL                                                     

 Syncor is submitting a proposal to Syncor stockholders to authorize the
named proxies to vote in favor of the adjournment proposal at the reconvened    
special meeting of stockholders in the event that there are not sufficient votes
to approve the merger agreement proposal at the time of the reconvened special  
meeting. Even though a quorum may be present at the reconvened special meeting, 
it is possible that Syncor may not have received sufficient votes to approve the
merger agreement proposal. In that event, we would need to adjourn the          
reconvened special meeting in order to solicit additional proxies.              

   To allow the proxies that have been received by Syncor at the time of the
reconvened special meeting to be voted for the adjournment, if necessary, Syncor
has submitted the question of adjournment under those circumstances, and only   
under those circumstances, to Syncor stockholders for their consideration.      
Approval of the adjournment proposal requires the affirmative vote of the       
holders of a majority of the voting power of Syncor shares present in person or 
represented by proxy at the reconvened special meeting.                         

    The Syncor board of directors recommends that the Syncor stockholders vote
their proxies "FOR" the adjournment proposal so that their proxies may be used  
for that purpose, should it become necessary. Properly executed proxies will be 
voted "FOR" the adjournment proposal, unless otherwise noted on the proxies. If 
it is necessary to adjourn the reconvened special meeting, no notice of the time
and place of the adjourned special meeting is required to be given to Syncor    
stockholders other than an announcement of the time and place at the special    
meeting, unless the adjournment is for more than 30 days, or, if, after the     
adjournment, a new                                                              

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record date is set. The adjournment proposal relates only to an adjournment of  
the special meeting occurring for purposes of soliciting additional proxies for 
approval of the merger agreement proposal in the event that there are           
insufficient votes to approve the merger agreement proposal at the reconvened   
special meeting. Any other adjournment of the special meeting (e.g., an         
adjournment required because of the absence of a quorum) would be voted upon    
pursuant to the discretionary authority granted by the proxy.                   

The Syncor board of directors retains full authority to postpone the  
reconvened special meeting prior to the special meeting being convened, without 
the consent of any Syncor stockholder.                                          

THE SYNCOR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE      
ADJOURNMENT PROPOSAL.                                                           

OTHER MATTERS                                                                   

 As of the date of this document, the Syncor board of directors does not
know of any matters that will be presented for consideration at the reconvened  
special meeting other than as described in this document. If any other matters  
do properly come before the special meeting or any adjournments or postponements
of the reconvened special meeting and are voted upon, the enclosed proxy will be
deemed to confer discretionary authority on the individuals named as proxies to 
vote Syncor shares represented by those proxies as to any of those matters.     

LEGAL MATTERS 

  The validity of Cardinal Health common shares to be issued in the merger
will be passed upon for Cardinal Health by Wachtell, Lipton, Rosen & Katz,      
special counsel to Cardinal Health.                                             

   Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to Syncor, will
render the opinion referred to under "Material U.S. Federal Income Tax          
Consequences."                                                                  

EXPERTS 

The consolidated financial statements and the related consolidated    
financial statement schedule of Cardinal Health and its subsidiaries as of June 
30, 2002 and 2001, and for each of the three years in the period ended June 30, 
2002, have been incorporated in this document by reference from Cardinal        
Health's Annual Report on Form 10-K for the fiscal year ended June 30, 2002.    

   The consolidated financial statements and schedule as of and for the year
ended June 30, 2002, have been audited by Ernst & Young LLP, independent        
accountants, as stated in their report which is incorporated in this document by
reference from the Cardinal Health Annual Report on Form 10-K for the fiscal    
year ended June 30, 2002.                                                       

    The consolidated financial statements and schedule as of June 30, 2001 and
for each of the two years in the period ended June 30, 2001, except the         
financial statements of Bindley Western Industries, Inc. and its subsidiaries   
("Bindley") as of and for the year ended December 31, 1999, have been audited by
Arthur Andersen LLP, independent accountants, as stated in their reports which  
are incorporated in this document by reference from the Cardinal Health Annual  
Report on Form 10-K for the fiscal year ended June 30, 2002.                    

     The consolidated financial statements of Syncor as of December 31, 2001 and
2000, and for each of the three years in the period ended December 31, 2001,    
have been audited by KPMG LLP, independent accountants, as stated in their      
report which is incorporated by reference in this document from Syncor's Annual 
Report on Form 10-K/A-1 for the fiscal year ended December 31, 2001.            

    Such consolidated financial statements and supporting schedule of Cardinal
Health and its subsidiaries and Syncor as described above are incorporated      
herein by reference in reliance upon the reports of the respective firms and    
upon the authority of the respective firms as experts in accounting and auditing
in respect to the entities and for the periods they have audited. All of the    
foregoing firms are independent public auditors with respect to the entities and
for the periods they have audited.                                              

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 The consolidated financial statements of Bindley as of and for the year
ended December 31, 1999, not separately presented or incorporated by reference  
in this document, have been audited by PricewaterhouseCoopers LLP, independent  
accountants. Such financial statements, to the extent they have been included in
the financial statements of Cardinal Health, have been so included in reliance  
on the report of such independent accountants (such report is included in       
Cardinal Health's Annual Report on Form 10-K for the fiscal year ended June 30, 
2002 and incorporated by reference in this document) given on the authority of  
said firm as experts in auditing and accounting.                                

As previously disclosed in Cardinal Health's 8-K filed on May 9, 2002,
Cardinal Health dismissed Arthur Andersen LLP as its independent public         
accountants and announced that Cardinal Health had appointed Ernst & Young LLP  
to replace Arthur Andersen LLP as its independent public accountants. On July 3,
2002, Arthur Andersen LLP publicly announced that it had commenced the closure  
of its Columbus, Ohio office. Solely due to the closure of Arthur Andersen LLP's
Columbus office, after reasonable efforts, Cardinal Health has been unable to   
obtain Arthur Andersen LLP's written consent to name Arthur Andersen LLP as     
experts or to include Arthur Andersen LLP's reports on Cardinal Health's        
financial statements which are incorporated by reference into this document.    
Under these circumstances, this document is permitted to be filed without a     
written consent from Arthur Andersen LLP in accordance with Rule 437a of the    
Securities Act of 1933. The absence of this consent may limit recovery against  
Arthur Andersen LLP under Section 11 of the Securities Act. In addition, as a   
practical matter, the ability of Arthur Andersen LLP to satisfy any claims      
(including claims arising from Andersen's provision of auditing and other       
services to Cardinal Health and Arthur Andersen LLP's other clients) may be     
limited due to the recent events regarding Arthur Andersen LLP, including       
without limitation its conviction on federal obstruction of justice charges     
arising from the federal government's investigation of Enron Corp.              

WHERE YOU CAN FIND MORE INFORMATION 

   Cardinal Health will file with the SEC a registration statement under the
Securities Act that registers the distribution to Syncor stockholders of the    
Cardinal Health common shares to be issued in connection with the merger. The   
registration statement, including the attached exhibits and schedules, will     
contain additional relevant information about Cardinal Health and Syncor. The   
rules and regulations of the SEC allow us to omit certain information included  
in the registration statement from this document.                               

    In addition, Cardinal Health and Syncor file reports, proxy statements and
other information with the SEC under the Exchange Act. Please call the SEC at   
1-800-SEC-0330 for further information on the public reference rooms. You may   
read and copy this information at the following locations of the SEC:           

Public Reference Room 
450 Fifth Street, N.W.
Room 1024 
Washington, D.C. 20549

You also may obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,    
D.C. 20549, at prescribed rates. The SEC also maintains an Internet world wide  
web site that contains reports, proxy statements and other information about    
issuers, like Cardinal Health and Syncor, who file electronically with the SEC. 
The address of that site is http://www.sec.gov. You also can inspect reports,   
proxy statements and other information about Cardinal Health at the offices of  
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.         

 The SEC allows Cardinal Health and Syncor to "incorporate by reference"
information in this document. This means that Cardinal Health and Syncor can    
disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is considered
to be a part of this document, except for any information that is superseded by 
information that is included directly in this document.                         

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 This document incorporates by reference the documents listed below that
Cardinal Health and Syncor previously have filed with the SEC. They contain     
important information about Cardinal Health and Syncor and their financial      
condition.                                                                      

                                                        [Enlarge/Download Table]

         CARDINAL HEALTH SEC FILINGS                                                    
             (FILE NO. 1-11373)                  DESCRIPTION OR PERIOD/AS OF DATE       
         ---------------------------       ---------------------------------------------
                                                                                        
Annual Report on Form 10-K                 Year ended June 30, 2002                     

Quarterly Report on Form 10-Q              Quarter ended September 30, 2002             

Current Report on Form 8-K                 October 22, 2002 and November 6, 2002        

Proxy Statement                            For the Cardinal Health annual meeting of    
                                           shareholders held November 6, 2002           

Registration Statement on Form 8-A, dated  Description of Cardinal Health common shares 
  August 19, 1994                          contained therein and any amendment or report
                                           filed for the purpose of updating that       
                                           description                                  

                                                        [Enlarge/Download Table]

             SYNCOR SEC FILINGS                                                            
            (FILE NO. 000-08640)                    DESCRIPTION OR PERIOD/AS OF DATE       
            --------------------              ---------------------------------------------
                                                                                           
Annual Report on Form 10-K, as amended by     Year ended December 31, 2001                 
  Form 10-K/A-1                                                                            

Quarterly Report on Form 10-Q, as amended by  Quarters ended March 31, 2002 and June 30,   
  Form 10-Q/A-1                               2002                                         

Quarterly Report on Form 10-Q                 Quarter ended September 30, 2002             

Current Report on Form 8-K                    June 21, 2002, November 6, 2002, November 13,
                                              2002, November 20, 2002, November 21, 2002,  
                                              November 25, 2002, December 4, 2002 and      
                                              December 6, 2002                             

Proxy Statement                               For the Syncor annual meeting of stockholders
                                              held June 17, 2002                           

Registration Statement on Form 8-A, filed     Description of Syncor shares contained       
  with the SEC on October 29, 1981            therein and any amendment or report filed for
                                              the purpose of updating that description     

Registration Statement on Form 8-A, filed     Description of the rights associated with    
  with the SEC on October 20, 1999, as        Syncor shares contained therein and any      
  amended by Form 8-A/A, filed with the SEC   amendment or report filed for the purpose of 
  on June 19, 2002                            updating that description                    

  Cardinal Health and Syncor incorporate by reference additional documents
that either Cardinal Health or Syncor may file with the SEC between the date of 
this document and the date of the special meeting. These documents include      
periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements.              

You can obtain any of the documents incorporated by reference in this 
document through Cardinal Health or Syncor, as the case may be, or from the SEC 
through the SEC's web site at the address described above. Documents            
incorporated by reference are available from Cardinal Health or Syncor, as the  
case may be, without charge, excluding any exhibits to those documents, unless  
the exhibit is specifically incorporated by reference as an exhibit in this     
document. You can obtain documents incorporated by reference in this            

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document by requesting them in writing or by telephone from the appropriate     
company at the following addresses:                                             

                                                                [Download Table]
                                                                                    
              CARDINAL HEALTH:                                SYNCOR:               

            Cardinal Health, Inc.                Syncor International Corporation   
             7000 Cardinal Place                        6464 Canoga Avenue          
             Dublin, Ohio 43017                Woodland Hills, California 91367-2407
Attention: Vice President-Investor Relations  Attention: Director-Investor Relations
               (614) 757-5000                             (818) 737-4000            

   IF YOU WOULD LIKE TO REQUEST DOCUMENTS, PLEASE DO SO BY DECEMBER 23, 2002
TO RECEIVE THEM BEFORE THE SPECIAL MEETING. If you request any documents        
incorporated by reference in this document from us, we will mail them to you by 
first class mail, or another equally prompt means, within one business day after
we receive your request. Syncor stockholders that require assistance in changing
or revoking a proxy should contact the solicitation agent Syncor and Cardinal   
Health have hired in connection with the special meeting:                       

[MACKENZIE PARTNERS, INC. LOGO] 
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect) 
E-mail: proxy@mackenziepartners.com 
or
CALL TOLL-FREE (800) 322-2885 

WE HAVE AUTHORIZED NO ONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY  
REPRESENTATION ABOUT THE MERGER OR OUR COMPANIES THAT DIFFERS FROM OR ADDS TO   
THE INFORMATION CONTAINED IN THIS DOCUMENT OR IN THE DOCUMENTS OUR COMPANIES    
HAVE PUBLICLY FILED WITH THE SEC. THEREFORE, IF ANYONE SHOULD GIVE YOU ANY      
DIFFERENT OR ADDITIONAL INFORMATION, YOU SHOULD NOT RELY ON IT.                 

    IF YOU LIVE IN A JURISDICTION WHERE IT IS UNLAWFUL TO OFFER TO EXCHANGE OR
SELL, OR TO ASK FOR OFFERS TO EXCHANGE OR BUY, THE SECURITIES OFFERED BY THIS   
DOCUMENT, OR TO ASK FOR PROXIES, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL  
TO DIRECT THESE ACTIVITIES, THEN THE OFFER PRESENTED BY THIS DOCUMENT DOES NOT  
EXTEND TO YOU.                                                                  

THE INFORMATION CONTAINED IN THIS DOCUMENT SPEAKS ONLY AS OF THE DATE 
INDICATED ON THE COVER OF THIS DOCUMENT, UNLESS THE INFORMATION SPECIFICALLY    
INDICATES THAT ANOTHER DATE APPLIES.                                            

     WITH RESPECT TO THE INFORMATION CONTAINED IN THIS DOCUMENT, CARDINAL HEALTH
HAS SUPPLIED THE INFORMATION CONCERNING CARDINAL HEALTH AND MUDHEN MERGER CORP.,
AND SYNCOR HAS SUPPLIED THE INFORMATION CONCERNING SYNCOR.                      

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                                                                      APPENDIX A

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER 

       AMENDMENT NO. 1, dated as of November 22, 2002 (this "Amendment"), to the
Agreement and Plan of Merger, dated as of June 14, 2002 (the "Merger            
Agreement"), by and among Cardinal Health, Inc., an Ohio corporation            
("Cardinal"), Mudhen Merger Corp., a Delaware corporation and a wholly owned    
subsidiary of Cardinal ("Subcorp"), and Syncor International Corporation, a     
Delaware corporation ("Syncor," and, together with Cardinal and Subcorp, the    
"Parties"). Capitalized terms not otherwise defined herein have the respective  
meanings set forth in the Merger Agreement.                                     

W I T N E S S E T H:

     WHEREAS, the Parties desire to exercise their right pursuant to Section
7.3 of the Merger Agreement to amend the Merger Agreement to extend the         
termination date set forth in Sections 7.1(c), (f) and (g) thereof from December
31, 2002 to January 15, 2003 as set forth below.                                

  NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound  
hereby, the Parties hereby agree as follows:                                    

1.      Amendment to Sections 7.1(c), (f) and (g) of the Merger Agreement.      
       Sections 7.1(c), (f) and (g) of the Merger Agreement are hereby amended
   to change the references to "December 31, 2002" in such Sections to
"January 15, 2003".                                             

2.      Miscellaneous.                                                          

   (a)      From and after the date hereof, all references in the Merger
                Agreement to "this Agreement" shall be deemed to mean the Merger
Agreement as amended by this Amendment.         

      (b)      This Amendment shall be governed by and construed in accordance
            with the laws of the State of Delaware without regard to the
        principles of conflicts of laws thereof. All actions and
              proceedings arising out of or relating to this Amendment shall
                be heard and determined in any state or federal court sitting in
the State of Delaware.                          

     (c)      This Amendment may be executed in counterparts, which together
                shall constitute one and the same Amendment. The Parties to this
                Amendment may execute more than one copy of this Amendment, each
of which shall constitute an original.          

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 IN WITNESS WHEREOF, Cardinal, Subcorp and Syncor have executed this
Amendment No. 1 to the Merger Agreement or caused this Amendment No. 1 to the   
Merger Agreement to be executed by their respective officers thereunto duly     
authorized as of the date first written above.                                  

                         CARDINAL HEALTH, INC.

                           By  /s/ BRENDAN A. FORD
                                             -----------------------------------
                                  Name:  Brendan A. Ford
                                              Title: Executive Vice-President --
                                               Corporate Development

                       MUDHEN MERGER CORP.

                           By  /s/ BRENDAN A. FORD
                                             -----------------------------------
                                  Name:  Brendan A. Ford
                                              Title: Executive Vice-President --
                                               Corporate Development

                                    SYNCOR INTERNATIONAL CORPORATION

                            By  /s/ ROBERT G. FUNARI
                                             -----------------------------------
                                   Name:  Robert G. Funari
                                      Title: President and Chief
                                           Executive Officer

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                                                                      APPENDIX B

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER 

     AMENDMENT NO. 2, dated as of December 3, 2002 (this "Amendment No. 2"),
to the Agreement and Plan of Merger, dated as of June 14, 2002 (as amended by   
Amendment No. 1 to Agreement and Plan of Merger, dated as of November 22, 2002  
("Merger Agreement Amendment No. 1"), the "Merger Agreement") by and among      
Cardinal Health, Inc., an Ohio corporation ("Cardinal"), Mudhen Merger Corp., a 
Delaware corporation and a wholly owned subsidiary of Cardinal ("Subcorp"), and 
Syncor International Corporation, a Delaware corporation ("Syncor," and,        
together with Cardinal and Subcorp, the "Parties"). Capitalized terms not       
otherwise defined herein have the respective meanings set forth in the Merger   
Agreement.                                                                      

W I T N E S S E T H:

     WHEREAS, the Parties desire to exercise their right pursuant to Section
7.3 of the Merger Agreement to amend the Merger Agreement.                      

  NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound  
hereby, the Parties hereby agree as follows:                                    

1.      Amendment to Preliminary Statement C. Preliminary Statement C of the    
      Merger Agreement is hereby amended to change the reference to "Section
368(a)(1)(B)" in such Section to "Section 368(a)".              

2.      Amendment to Sections 2.2(a). Section 2.2(a) of the Merger Agreement is 
   hereby amended to change the reference to "0.52" in such Section to
     "0.47", it being understood that all references to the term "Exchange
    Ratio" in the Merger Agreement shall refer to "0.47", as provided by
this Amendment No. 2.                                           

3.      Amendment to Section 4.24. Section 4.24 of the Merger Agreement is      
        hereby amended and supplemented to include the following sentence at the
end:                                                            

     As of December 3, 2002, the Board of Directors of Syncor has received
      the oral opinion, to be confirmed in writing, of Salomon Smith Barney,
       Syncor's financial advisor, to the effect that, as of December 3, 2002,
       the Exchange Ratio is fair to the holders of Syncor Common Stock from a
   financial point of view. Syncor will provide a written copy of such
    opinion to Cardinal solely for informational purposes promptly after
 receipt by Syncor of such opinion, and, on December 3, 2002, such
      opinion has not been withdrawn or revoked or otherwise modified in any
material respect.                                               

4.      Amendment to Section 4.25. (a) Section 4.25 of the Merger Agreement is  
        hereby amended by replacing the first sentence of such Section set forth
in the Merger Agreement with the following:                     

    The Board of Directors of Syncor, at a meeting duly called and held,
      has, by unanimous vote of those directors present (who constituted all
    of the directors then in office other than Monty Fu), (a) determined
        that this Agreement and the transactions contemplated by this Agreement,
including the Merger, are advisable and fair to and in the best 
      interests of the Syncor Stockholders, and (b) resolved, as of December
3, 2002, to recommend that the Syncor Stockholders approve this 
Agreement (the "Syncor Board Recommendation").                  

        (b) It is expressly agreed that the actions of the Board of Directors of
  Syncor described in Section 4(a) of this Amendment No. 2 shall not
  constitute a "Change in Recommendation" for purposes of the Merger
Agreement.                                                      

5.      Amendment to Section 5.3(f). Section 5.3(f) of the Merger Agreement is  
        hereby amended and supplemented to include the following sentence at the
end:                                                            

       Syncor acknowledges that Cardinal intends to continue its due diligence
     efforts until the Closing Date and Syncor agrees that it will provide
its full cooperation in order to give Cardinal a level of access
     consistent with that provided during the investigation related to the
Syncor Disclosure Matter (defined                               

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        below) and with the preceding four sentences of Section 5.3(f) so that
  Cardinal may complete as much of its due diligence as reasonably
        possible prior to the Syncor Stockholder Meeting, it being agreed that
   the level of access provided prior to December 3, 2002 during the
investigation related to the Syncor Disclosure Matter has been
         consistent with the preceding four sentences of Section 5.3(f) and that
        level of access accorded by Syncor during the investigation related to
 the Syncor Disclosure Matter shall be the level of access to be
         provided in connection with Cardinal's continued due diligence efforts.

6.       Amendment to Section 6.3. Section 6.3 of the Merger Agreement is hereby
amended by adding a new subsection (e) to read as follows:    

     (e)      a guilty plea (the "Plea") shall have been entered into by
        Syncor Taiwan, Inc. pursuant to the agreement (the "Agreement"), dated
    December 3, 2002, between counsel for Syncor and the United States
 Department of Justice (the "DOJ") and the plea agreement, dated
      December 3, 2002 (together with the Agreement, the "DOJ Agreement"),
      between Syncor Taiwan, Inc. and the DOJ, and the DOJ Agreement shall
    have remained in effect without modification to the terms thereof;
       except any such modification that would not (i) be materially adverse
to Cardinal or (ii) have a Material Adverse Effect on Syncor; 

7.       Amendment to Section 6.3(b). Section 6.3(b) is hereby amended and      
supplemented to include the following clause at the end:      

     ; it being agreed that any failure to so perform or comply with (x)
         Section 5.3(c) of the Merger Agreement prior to December 3, 2002 or (y)
        after December 3, 2002, to the extent permitted pursuant to Annex I to
     Amendment No. 2, in each case, as a result of the Syncor Disclosure
        Matter, shall not be included in determining whether the condition set
forth in this Section 6.3(b) has been satisfied.              

8.       Amendment to Section 7.1(c). Section 7.1(c) of the Merger Agreement is 
 hereby amended and restated in its entirety to read as follows:

by either Cardinal or Syncor if the Merger shall not have been
         consummated before the date that is the earlier of (x) the date that is
 23 business days (within the meaning of Rule 14d-1(g)(3) of the
         Securities Exchange Act of 1934) following the date that the Commission
 declares the final post-effective amendment to the Registration
         Statement effective and (y) March 21, 2003; provided, further, that the
       right to terminate this Agreement under this Section 7.1(c) shall not
    be available to any party to this Agreement whose failure or whose
    affiliate's failure to perform any material covenant or obligation
        under this Agreement (a "Material Failure") has been the primary cause
        of or resulted in the failure of the Merger to occur on or before such
      date, it being agreed that any failure to perform or comply with (i)
      Section 5.3(c) of the Merger Agreement prior to December 3, 2002, or
    (ii) after December 3, 2002, to the extent permitted by Annex I to
     Amendment No. 2, in each case, as a result of the Syncor Disclosure
Matter, shall not be deemed a Material Failure;               

9.       Amendment to Sections 7.1(f) and 7.1(g). Sections 7.1(f) and 7.1(g) of 
     the Merger Agreement are hereby amended to change the references to
"January 15, 2003" in such Sections to "March 21, 2003".      

10.      Amendment to Section 8.2(b). Section 8.2(b) of the Merger Agreement is 
     hereby amended to change the reference in such Section to "Monty Fu
        Chairman" to "Robert G. Funari President and Chief Executive Officer".

11.      Amendment to Sections 8.3.                                             

        (a)      The fourth sentence of Section 8.3 of the Merger Agreement is
          hereby amended and restated in its entirety to read as
follows:                                    

                 A "Material Adverse Effect" with respect to any party to this
                 Agreement shall be deemed to occur if there shall have been a
                material adverse effect on the business, financial condition
                or results of operations of such party to this Agreement and
                 its subsidiaries, taken as a whole, except to the extent that
                  such adverse effect results from (a) changes (i) in prevailing
interest                                    

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                rates in the United States or financial market conditions in
                 the United States, (ii) in general economic conditions in the
                 United States or (iii) in GAAP; (b) any developments, changes
            or consequences relating to or that could arise from the
                  actual or prospective renewal of (or failure to renew) the BMS
                  Contract, any new terms that may be negotiated in any proposed
                or actual amended or new BMS Contract, any negotiations with
                 BMS (or the substitute counterparty) directly relating to the
                  BMS Contract or any amendment to the BMS Contract or a new BMS
                 Contract, in each case, regardless of whether or not BMS owns
                  the product covered by the BMS Contract; (c) any developments,
           changes or consequences relating to the process for the
                 possible sale of all or a portion of the business of CMI (the
             "CMI Business"), including the failure to sell all or any
             portion of the CMI Business, the level of interest of any
                parties in pursuing a sale or the value or other terms for a
                  sale indicated by such parties, and the pricing or other terms
              of any such sale, or the effect of any accounting charges,
                adjustments and changes ("CMI Changes") set forth in Section
               5.3(c) to the Syncor Disclosure Schedule; or (d) the Syncor
Disclosure Matter.                          

    (b)      Section 8.3 of the Merger Agreement is hereby amended and
              supplemented to include the following sentence at the end:

                 The "Syncor Disclosure Matter" shall mean (x) the information
              set forth in the written reports prepared by Ernst & Young
      LLP; Skadden, Arps, Slate, Meagher & Flom LLP; and
           PricewaterhouseCoopers LLP relating to Syncor's and its
              subsidiaries' operations outside of the continental United
                  States, Alaska and Hawaii as disclosed to each of the DOJ, the
               Commission and Cardinal (or its outside legal counsel), (y)
            any Actions, judgments, settlements, fines, penalties or
           orders by or before any Governmental Authority, whether
           existing, pending, threatened or hereafter arising (and
             including the terms and status thereof), arising from the
             matters identified in clause (x) above or the disclosure,
                  fiduciary, contractual or other obligations of the Parties and
                their subsidiaries and their respective directors, officers,
         employees and representatives relating to the matters
                identified in clause (x) above, including the Actions listed
               on Annex II to Amendment No. 2, and (z) any costs, fees and
          expenses of Syncor or its subsidiaries relating to the
                  investigation of the matters identified in clauses (x) and (y)
         above; the renegotiation of the Merger Agreement; the
           solicitation of proxies after December 3, 2002; and any
             pre-existing indemnity rights of any directors, officers,
            employees and representatives of Syncor or of any of its
                 subsidiaries in connection with any of the matters identified
in clauses (x) and (y).                     

12.      Miscellaneous.                                                         

       (a)      From and after the date hereof, all references in the Merger
             Agreement to "this Agreement" shall be deemed to mean the
                 Merger Agreement as amended by Merger Agreement Amendment No.
1 and this Amendment No. 2.                 

    (b)      The section headings in this Amendment No. 2 are intended
              solely for convenience and shall be given no effect in the
construction and interpretation hereof.     

     (c)      This Amendment No. 2 shall be governed by and construed in
             accordance with the laws of the State of Delaware without
              regard to the principles of conflicts of laws thereof. All
              actions and proceedings arising out of or relating to this
                 Amendment No. 2 shall be heard and determined in any state or
   federal court sitting in the State of Delaware.

      (d)      This Amendment No. 2 may be executed in counterparts, which
               together shall constitute one and the same Amendment No. 2.
                 The Parties to this Amendment No. 2 may execute more than one
                copy of this Amendment No. 2, each of which shall constitute
an original.                                

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 IN WITNESS WHEREOF, Cardinal, Subcorp and Syncor have executed this
Amendment No. 2 to the Merger Agreement or caused this Amendment No. 2 to the   
Merger Agreement to be executed by their respective officers thereunto duly     
authorized as of the date first written above.                                  

       CARDINAL HEALTH, INC.

              By       /s/ BRENDAN A. FORD
                          ------------------------------------
              Name:  Brendan A. Ford
                                    Title: Executive Vice-President -- Corporate
                 Development

     MUDHEN MERGER CORP.

              By       /s/ BRENDAN A. FORD
                          ------------------------------------
              Name:  Brendan A. Ford
                                    Title: Executive Vice-President -- Corporate
                 Development

      SYNCOR INTERNATIONAL
CORPORATION   

              By      /s/ ROBERT G. FUNARI
                          ------------------------------------
               Name:  Robert G. Funari
                  Title: President and Chief
                       Executive Officer

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                                                                      APPENDIX C

AGREEMENT AND PLAN OF MERGER
BY AND AMONG
CARDINAL HEALTH, INC. 
("CARDINAL"), 
MUDHEN MERGER CORP. 
A WHOLLY OWNED DIRECT SUBSIDIARY OF CARDINAL
("SUBCORP"),
AND 
SYNCOR INTERNATIONAL CORPORATION
("SYNCOR")
JUNE 14, 2002 
AS AMENDED THROUGH DECEMBER 3, 2002 

Explanatory Note: This document is a conformed version of the original merger   
                agreement dated as of June 14, 2002, as amended by Amendment
                 No. 1 to the Merger Agreement, dated as of November 25, 2002,
                  as further amended by Amendment No. 2 to the Merger Agreement,
                 dated as of December 3, 2002, and is provided for information
                 purposes only. The merger agreement has not been restated and
                  the official versions are the original merger agreement, which
              was included in the original proxy statement/prospectus as
              Annex A, Amendment No. 1, which appears as Annex A to this
              document, and Amendment No. 2, which appears as Annex B to
this document.                              

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TABLE OF CONTENTS 

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PRELIMINARY STATEMENTS...................................................    C-1

ARTICLE I.  THE MERGER...................................................    C-1
  1.1.   The Merger......................................................    C-1
  1.2.   Effective Time..................................................    C-1
  1.3.   Effects of the Merger...........................................    C-2
  1.4.   Certificate of Incorporation and By-laws........................    C-2
  1.5.   Directors and Officers of the Surviving Corporation.............    C-2
  1.6.   Additional Actions..............................................    C-2

ARTICLE II.  CONVERSION OF SECURITIES....................................    C-2
  2.1.   Conversion of Capital Stock.....................................    C-2
  2.2.   Exchange Ratio; Fractional Shares; Adjustments..................    C-3
  2.3.   Exchange of Certificates........................................    C-3
                                                                             C-3
        (a)  Exchange Agent..............................................       
                                                                             C-4
        (b)  Exchange Procedures.........................................       
                                                                             C-4
        (c)  Distributions with Respect to Unexchanged Shares............       
                                                                             C-5
        (d)  No Further Ownership Rights in Syncor Common Stock..........       
                                                                             C-5
        (e)  Termination of Exchange Fund................................       
                                                                             C-5
        (f)  No Liability................................................       
                                                                             C-5
        (g)  Investment of Exchange Fund.................................       
                                                                             C-5
        (h)  Withholding Rights..........................................       
  2.4.   Treatment of Stock Options......................................    C-5

ARTICLE III.  REPRESENTATIONS AND WARRANTIES OF CARDINAL AND SUBCORP.....    C-6
  3.1.   Organization and Standing.......................................    C-6
  3.2.   Corporate Power and Authority...................................    C-7
  3.3.   Capitalization of Cardinal and Subcorp..........................    C-7
  3.4.   Conflicts; Consents and Approval................................    C-7
  3.5.   Brokerage and Finder's Fees.....................................    C-8
  3.6.   Reorganization..................................................    C-8
  3.7.   Cardinal SEC Documents..........................................    C-8
  3.8.   Registration Statement..........................................    C-9
  3.9.   Compliance with Law.............................................    C-9
 3.10.   Litigation......................................................    C-9
 3.11.   No Material Adverse Change......................................    C-9
 3.12.   Subcorp's Operations............................................    C-9
 3.13.   Undisclosed Liabilities.........................................   C-10

ARTICLE IV.  REPRESENTATIONS AND WARRANTIES OF SYNCOR....................   C-10
  4.1.   Organization and Standing.......................................   C-10
  4.2.   Subsidiaries....................................................   C-10
  4.3.   Corporate Power and Authority...................................   C-11
  4.4.   Capitalization of Syncor........................................   C-11
  4.5.   Conflicts; Consents and Approvals...............................   C-11

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  4.6.   Brokerage and Finder's Fees.....................................   C-12
  4.7.   Reorganization..................................................   C-12
  4.8.   Syncor SEC Documents............................................   C-12
  4.9.   Registration Statement; Proxy Statement.........................   C-12
 4.10.   Compliance with Law.............................................   C-13
 4.11.   Litigation......................................................   C-13
 4.12.   No Material Adverse Change......................................   C-13
 4.13.   Taxes...........................................................   C-13
 4.14.   Intellectual Property...........................................   C-15
 4.15.   Title to and Condition of Properties............................   C-15
 4.16.   Employee Benefit Plans..........................................   C-15
 4.17.   Contracts.......................................................   C-18
 4.18.   Labor Matters...................................................   C-19
 4.19.   Undisclosed Liabilities.........................................   C-19
 4.20.   Operation of Syncor's Business; Relationships...................   C-19
 4.21.   Permits; Compliance.............................................   C-19
 4.22.   Environmental Matters...........................................   C-20
 4.23.   Insurance.......................................................   C-20
 4.24.   Opinion of Financial Advisor....................................   C-20
 4.25.   Board Recommendation; Required Vote.............................   C-21
 4.26.   Section 203 of the DGCL; Rights Agreement.......................   C-21

ARTICLE V.  COVENANTS OF THE PARTIES.....................................   C-21
  5.1.   Mutual Covenants................................................   C-21
                                                                            C-21
        (a)  HSR Act Filings; Reasonable Efforts; Notification...........       
                                                                            C-23
        (b)  Tax-Free Treatment..........................................       
                                                                            C-23
        (c)  Public Announcements........................................       
                                                                            C-23
        (d)  Obligations of Cardinal and of Syncor.......................       
                                                                            C-23
        (e)  Conveyance Taxes............................................       
  5.2.   Covenants of Cardinal...........................................   C-24
                                                                            C-24
        (a)  Preparation of Registration Statement.......................       
                                                                            C-24
        (b)  Conduct of Cardinal's Operations............................       
                                                                            C-25
        (c)  Indemnification; Directors' and Officers' Insurance.........       
                                                                            C-25
        (d)  Subcorp.....................................................       
                                                                            C-25
        (e)  NYSE Listing................................................       
                                                                            C-25
        (f)  Employees and Employee Benefits.............................       
  5.3.   Covenants of Syncor.............................................   C-26
                                                                            C-26
        (a)  Syncor Stockholders Meeting.................................       
                                                                            C-27
        (b)  Information for the Registration Statement and Preparation         
             of Proxy Statement..........................................       
                                                                            C-27
        (c)  Conduct of Syncor's Operations..............................       
                                                                            C-29
        (d)  No Solicitation.............................................       
                                                                            C-31
        (e)  Affiliates of Syncor........................................       
                                                                            C-31
        (f)  Access......................................................       
                                                                            C-31
        (g)  Subsequent Financial Statements.............................       

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ARTICLE VI.  CONDITIONS..................................................   C-32
  6.1.   Conditions to the Obligations of Each Party.....................   C-32
  6.2.   Conditions to Obligations of Syncor.............................   C-32
  6.3.   Conditions to Obligations of Cardinal and Subcorp...............   C-33

ARTICLE VII.  TERMINATION AND AMENDMENT..................................   C-34
  7.1.   Termination.....................................................   C-34
  7.2.   Effect of Termination...........................................   C-34
  7.3.   Amendment.......................................................   C-35
  7.4.   Extension; Waiver...............................................   C-36

ARTICLE VIII.  MISCELLANEOUS.............................................   C-36
  8.1.   Survival of Representations and Warranties......................   C-36
  8.2.   Notices.........................................................   C-36
  8.3.   Interpretation..................................................   C-37
  8.4.   Counterparts....................................................   C-38
  8.5.   Entire Agreement................................................   C-38
  8.6.   Third-Party Beneficiaries.......................................   C-38
  8.7.   Governing Law...................................................   C-38
  8.8.   Consent to Jurisdiction; Venue..................................   C-38
  8.9.   Specific Performance............................................   C-38
 8.10.   Assignment......................................................   C-39
 8.11.   Expenses........................................................   C-39
 8.12.   Severability....................................................   C-39

EXHIBITS                                                                        
  Exhibit A -- Form of Syncor Affiliate Letter                                  
  Exhibit B -- Form of Syncor Support Agreement                                 

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INDEX OF DEFINED TERMS

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DEFINED TERM                                                 SECTION                
------------                                                 -------                
                                                                                    
Action...................................................... 3.10                   
Agreement................................................... Preamble               
Antitrust Laws.............................................. 5.1(a)(ii)             
Applicable Laws............................................. 3.9                    
BMS......................................................... 4.17                   
BMS Contract................................................ 4.17                   
Business Combination........................................ 7.2                    
Cardinal.................................................... Preamble               
Cardinal Articles........................................... 3.1                    
Cardinal Code of Regulations................................ 3.1                    
Cardinal Common Shares...................................... 3.3(a)                 
Cardinal Disclosure Schedule................................ 3.3(a)                 
Cardinal Exchange Option.................................... 2.4(a)                 
Cardinal SEC Documents...................................... 3.7                    
Certificate of Merger....................................... 1.2                    
Certificates................................................ 2.2(c)                 
Closing..................................................... 1.2                    
Closing Date................................................ 1.2                    
CMI......................................................... 5.2(d)                 
CMI Business................................................ 8.3                    
Code........................................................ Preliminary Statement C
Commission.................................................. 2.4(b)                 
Competing Transaction....................................... 5.3(d)                 
Confidentiality Agreement................................... 5.3(d)                 
Contract.................................................... 4.17                   
Controlled Group Liability.................................. 4.16(a)                
Costs....................................................... 7.2                    
DGCL........................................................ 1.1                    
Delaware Secretary of State................................. 1.2                    
DOJ......................................................... 6.3(e)                 
DOJ Agreement............................................... 6.3(e)                 
Effective Time.............................................. 1.2                    
Environmental Laws.......................................... 4.22                   
Environmental Permit........................................ 4.22                   
ERISA....................................................... 4.16(a)                
ERISA Affiliate............................................. 4.16(a)                
ESOP........................................................ 4.16(n)                
Exchange Act................................................ 2.4(c)                 
Exchange Agent.............................................. 2.3(a)                 
Exchange Fund............................................... 2.3(a)                 
Exchange Ratio.............................................. 2.2(a)                 
GAAP........................................................ 3.7                    

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DEFINED TERM                                                 SECTION                
------------                                                 -------                
                                                                                    
Governmental Authority...................................... 3.4(d)                 
Hazardous Materials......................................... 4.22                   
HSR Act..................................................... 3.4(d)                 
Intellectual Property....................................... 4.14                   
Limitations................................................. 5.1(a)(iv)             
Material Adverse Effect..................................... 8.3                    
Material Failure............................................ 7.1(c)                 
Merger...................................................... Preliminary Statement A
Multiemployer Plan.......................................... 4.16(f)                
Multiple Employer Plan...................................... 4.16(f)                
NYSE........................................................ 2.2(c)                 
Plans....................................................... 4.16(a)                
Plea........................................................ 6.3(e)                 
Proxy Statement............................................. 3.8                    
Qualified Plan.............................................. 4.16(c)                
Registration Statement...................................... 3.8                    
Regulatory Material Adverse Effect.......................... 5.1(a)(iv)             
Salomon Smith Barney........................................ 4.6                    
Section 16.................................................. 2.4(c)                 
Securities Act.............................................. 2.3(d)                 
Subcorp..................................................... Preamble               
Subcorp By-laws............................................. 1.4                    
Subcorp Common Stock........................................ 2.1(a)                 
Subcorp Certificate of Incorporation........................ 1.4                    
subsidiary.................................................. 8.3                    
Superior Proposal........................................... 5.3(d)                 
Support Agreements.......................................... 4.26                   
Surviving Corporation....................................... 1.1                    
Syncor...................................................... Preamble               
Syncor Affiliate Letter..................................... 5.3(e)                 
Syncor Board Recommendation................................. 4.25                   
Syncor By-laws.............................................. 4.1                    
Syncor Certificate.......................................... 4.1                    
Syncor Change in Recommendation............................. 5.3(a)                 
Syncor Common Stock......................................... 4.4                    
Syncor Disclosure Matter.................................... 8.3                    
Syncor Disclosure Schedule.................................. 4.1                    
Syncor Employees............................................ 5.2(f)                 
Syncor ESPP................................................. 5.2(f)(v)              
Syncor Option............................................... 2.4(a)                 
Syncor Permits.............................................. 4.21(a)                
Syncor Rights Agreement..................................... 4.26                   
Syncor SEC Documents........................................ 4.8                    
Syncor Stockholders......................................... Preliminary Statement B

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DEFINED TERM                                                  SECTION
------------                                                  -------
                                                                     
Syncor Stockholders Meeting.................................  5.3(a) 
Tax Returns.................................................  4.13(i)
Taxes.......................................................  4.13(j)

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AGREEMENT AND PLAN OF MERGER

  This Agreement and Plan of Merger (this "Agreement") is made and entered
into as of the 14th day of June 2002, by and among Cardinal Health, Inc., an    
Ohio corporation ("Cardinal"), Mudhen Merger Corp., a Delaware corporation and a
wholly owned subsidiary of Cardinal ("Subcorp"), and Syncor International       
Corporation, a Delaware corporation ("Syncor").                                 

PRELIMINARY STATEMENTS

    A. Cardinal desires to combine its businesses with the businesses operated
by Syncor through the merger of Subcorp with and into Syncor, with Syncor as the
surviving corporation (the "Merger"), pursuant to which each share of Syncor    
Common Stock (as defined in Section 4.4) outstanding at the Effective Time (as  
defined in Section 1.2) will be converted into the right to receive Cardinal    
Common Shares (as defined in Section 3.3(a)), all as more fully provided in this
Agreement.                                                                      

B. The Board of Directors of Syncor has determined that the Merger is 
consistent with and in furtherance of the long-term business strategy of Syncor,
and Syncor desires to combine its businesses with the businesses operated by    
Cardinal and for the holders of shares of Syncor Common Stock ("Syncor          
Stockholders") to have a continuing equity interest in the combined             
Cardinal/Syncor businesses through the ownership of Cardinal Common Shares.     

C. The parties to this Agreement intend that the Merger constitute a  
"reorganization" (within the meaning of Section 368(a) of the Internal Revenue  
Code of 1986, as amended (together with the rules and regulations thereunder,   
the "Code")) and this Agreement be adopted as a plan of reorganization for the  
purposes of Section 368 of the Code.                                            

  D. Concurrently with the execution of this Agreement, and as a condition
and inducement to Cardinal's willingness to enter into this Agreement, certain  
Syncor Stockholders are entering into Support Agreements (as defined in Section 
4.26) with Cardinal in the form of Exhibit B to this Agreement.                 

    E. The respective Boards of Directors of Cardinal, Subcorp and Syncor have
determined the Merger in the manner contemplated in this Agreement to be        
advisable and in the best interests of their respective shareholders or         
stockholders, as the case may be, and, by resolutions duly adopted, have        
approved and adopted this Agreement.                                            

AGREEMENT 

Now, therefore, in consideration of these premises and the mutual and 
dependent promises set forth in this Agreement, the parties to this Agreement   
agree as follows:                                                               

ARTICLE I.

THE MERGER

 1.1.  The Merger.  Upon the terms and subject to the conditions of this
Agreement, and in accordance with the provisions of the Delaware General        
Corporation Law (the "DGCL"), Subcorp shall be merged with and into Syncor at   
the Effective Time. As a result of the Merger, the separate corporate existence 
of Subcorp shall cease and Syncor shall continue its existence under the laws of
the State of Delaware as a wholly owned subsidiary of Cardinal. Syncor, in its  
capacity as the corporation surviving the Merger, is sometimes referred to as   
the "Surviving Corporation."                                                    

1.2.  Effective Time.  As promptly as possible on the Closing Date (as
defined below), the parties to this Agreement shall cause the Merger to be      
consummated by filing with the Secretary of State of the State of Delaware (the 
"Delaware Secretary of State") a certificate of merger (the "Certificate of     
Merger") in such form as is required by and executed in accordance with Section 
251 of the DGCL. The Merger shall become effective when the Certificate of      
Merger has been filed with the Delaware Secretary of State or at such later     

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time as shall be agreed upon by Cardinal and Syncor and specified in the        
Certificate of Merger (the "Effective Time"). Prior to the filing referred to in
this Section 1.2, a closing (the "Closing") shall be held at the offices of     
Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York, or such
other place as the parties to this Agreement may agree on, as soon as           
practicable (but in any event within three business days) following the date    
upon which all conditions set forth in Article VI that are capable of being     
satisfied prior to the Closing have been satisfied or waived, or at such other  
date as Cardinal and Syncor may agree; provided that the Closing shall be       
delayed if and only for so long as necessary if a banking moratorium, act of    
terrorism or war (whether or not declared) affecting United States banking or   
financial markets generally prevents the Closing. The date on which the Closing 
takes place is referred to as the "Closing Date." For all Tax (as defined in    
Section 4.13(j)) purposes, the Closing shall be effective at the end of the day 
on the Closing Date.                                                            

     1.3.  Effects of the Merger.  From and after the Effective Time, the Merger
shall have the effects as provided for in this Agreement and the applicable     
provisions of the DGCL, including those set forth in Section 259 of the DGCL.   

    1.4.  Certificate of Incorporation and By-laws.  The Certificate of Merger
shall provide that, at the Effective Time, (a) the Certificate of Incorporation 
of the Surviving Corporation as in effect immediately prior to the Effective    
Time shall be amended as of the Effective Time so as to contain the provisions, 
and only the provisions, contained immediately prior to the Effective Time in   
the Certificate of Incorporation of Subcorp (the "Subcorp Certificate of        
Incorporation"), except for Article I of the Subcorp Certificate of             
Incorporation, which shall continue to read "The name of the corporation is     
'SYNCOR INTERNATIONAL CORPORATION'," and (b) the By-laws of Subcorp (the        
"Subcorp By-laws") in effect immediately prior to the Effective Time shall be   
the By-laws of the Surviving Corporation, in each case, until amended in        
accordance with the DGCL.                                                       

    1.5.  Directors and Officers of the Surviving Corporation.  From and after
the Effective Time, the officers of Syncor shall be the officers of the         
Surviving Corporation and the directors of Subcorp shall be the directors of the
Surviving Corporation, in each case, until their respective successors are duly 
elected and qualified. On or prior to the Closing Date, Syncor shall deliver to 
Cardinal evidence satisfactory to Cardinal of the resignations of the directors 
of Syncor, such resignations to be effective as of the Effective Time.          

  1.6.  Additional Actions.  If, at any time after the Effective Time, the
Surviving Corporation shall consider or be advised that any further deeds,      
assignments or assurances in law or any other acts are necessary or desirable to
(a) vest, perfect or confirm, of record or otherwise, in the Surviving          
Corporation its right, title or interest in, to or under any of the rights,     
properties or assets of Syncor or (b) otherwise carry out the provisions of this
Agreement, Syncor and the officers and directors of Syncor shall be deemed to   
have granted to the Surviving Corporation an irrevocable power of attorney, and 
the Surviving Corporation and the officers and directors of the Surviving       
Corporation will be authorized in the name of and on behalf of Syncor to execute
and deliver all such deeds, assignments or assurances in law and to take all    
acts necessary, proper or desirable to vest, perfect or confirm title to and    
possession of such rights, properties or assets in the Surviving Corporation and
otherwise to carry out the provisions of this Agreement, and the officers and   
directors of the Surviving Corporation are authorized in the name of Syncor or  
otherwise to take any and all such action.                                      

ARTICLE II. 

CONVERSION OF SECURITIES

     2.1.  Conversion of Capital Stock.  At the Effective Time, by virtue of the
Merger and without any action on the part of Cardinal, Subcorp or Syncor or     
their respective shareholders and stockholders, as applicable:                  

         (a) Each share of common stock, $0.01 par value, of Subcorp ("Subcorp
  Common Stock") issued and outstanding immediately prior to the Effective
Time shall be converted into one validly issued, fully paid and       
nonassessable share of common stock, $0.01 par value, of the Surviving
  Corporation. Such newly issued shares shall thereafter constitute all of
the issued and outstanding capital stock of the Surviving Corporation.

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         (b) Subject to the other provisions of this Article II, each share of
Syncor Common Stock issued and outstanding immediately prior to the   
     Effective Time shall be converted into and represent the right to receive a
     number of Cardinal Common Shares equal to the Exchange Ratio (as defined in
Section 2.2(a)).                                                      

     (c) Each share of capital stock of Syncor held in the treasury of
Syncor shall be cancelled and retired and no payment shall be made in 
respect thereof.                                                      

2.2.  Exchange Ratio; Fractional Shares; Adjustments.                 

(a) The "Exchange Ratio" shall be equal to "0.47."                    

   (b) No certificates for fractional Cardinal Common Shares shall be issued
as a result of the conversion provided for in Section 2.1(b) and such fractional
share interests will not entitle the owner thereof to vote or have any rights of
a holder of Cardinal Common Shares.                                             

     (c) In lieu of any such fractional Cardinal Common Shares, each holder of a
certificate or certificates that immediately prior to the Effective Time        
represented outstanding shares of Syncor Common Stock (the "Certificates") that 
would otherwise have been entitled to a fraction of a Cardinal Common Share upon
surrender of Certificates (determined after taking into account all Certificates
delivered by such Syncor Stockholder) shall be paid upon such surrender cash    
(without interest) in an amount equal to such Syncor Stockholder's proportionate
interest in the net proceeds from the sale or sales in the open market by the   
Exchange Agent, on behalf of all such Syncor Stockholders, of the aggregate     
fractional Cardinal Common Shares issued pursuant to this Article II. As soon as
practicable following the Effective Date, the Exchange Agent shall determine the
excess of (i) the number of full Cardinal Common Shares delivered to the        
Exchange Agent by Cardinal over (ii) the aggregate number of full Cardinal      
Common Shares to be distributed to Syncor Stockholders (such excess, the "Excess
Shares"), and the Exchange Agent, as agent for the former Syncor Stockholders,  
shall sell the Excess Shares at the prevailing prices on the New York Stock     
Exchange, Inc. (the "NYSE"). The sale of the Excess Shares by the Exchange Agent
shall be executed on the NYSE through one or more member firms of the NYSE and  
shall be executed in round lots to the extent practicable. All commissions,     
stock transfer Taxes and other out-of-pocket transaction costs, including the   
expenses and compensation of the Exchange Agent, incurred in connection with    
such sale of Excess Shares shall be paid by the Surviving Corporation. The      
Exchange Agent shall determine the portion of the proceeds of such sale to which
each Syncor Stockholder shall be entitled, if any, by multiplying the amount of 
the proceeds of such sale by a fraction the numerator of which is the amount of 
fractional share interests to which such Syncor Stockholder is entitled (after  
taking into account all shares of Syncor Common Stock held at the Effective Time
by such Syncor Stockholders) and the denominator of which is the aggregate      
amount of fractional share interests to which all Syncor Stockholders are       
entitled. Until the proceeds of such sale have been distributed to the former   
Syncor Stockholders, the Exchange Agent will hold such proceeds in trust for    
such former Syncor Stockholders. As soon as practicable after the determination 
of the amount of cash to be paid to such Syncor Stockholder in lieu of any      
fractional interests, the Exchange Agent shall make available in accordance with
this Agreement such amounts to such former Syncor Stockholder.                  

    (d) In the event that, prior to the Effective Time, Cardinal shall declare
a stock dividend or other distribution payable in Cardinal Common Shares or     
securities convertible into Cardinal Common Shares, or effect a stock split,    
reclassification, reorganization, recapitalization, combination or other like   
change with respect to Cardinal Common Shares having a record date or effective 
date prior to the Effective Time, the Exchange Ratio set forth in this Section  
2.2 shall be adjusted to reflect fully such dividend, distribution, stock split,
reclassification, reorganization, recapitalization, combination or other like   
change.                                                                         

2.3.  Exchange of Certificates.                                       

    (a) Exchange Agent.  Promptly following the Effective Time, Cardinal shall
deposit with EquiServe Trust Company or such other nationally-recognized        
exchange agent as may be designated by Cardinal (the "Exchange Agent"), for the 
benefit of Syncor Stockholders, for exchange in accordance with this Section    
2.3, certificates representing Cardinal Common Shares issuable pursuant to      
Section 2.1 in exchange for outstand-                                           

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ing shares of Syncor Common Stock (such Cardinal Common Shares, together with   
any dividends or distributions with respect thereto, the "Exchange Fund").      

    (b) Exchange Procedures.  As soon as practicable after the Effective Time,
the Exchange Agent shall mail to each holder of record of a Certificate, (i) a  
letter of transmittal in customary form (which shall specify that delivery shall
be effected, and risk of loss and title to the Certificates shall pass, only    
upon delivery of the Certificates to the Exchange Agent, and shall be in such   
form and have such other customary provisions as Cardinal (in consultation with 
Syncor) may reasonably specify) and (ii) instructions for effecting the         
surrender of the Certificates in exchange for certificates representing Cardinal
Common Shares. Upon surrender of a Certificate for cancellation to the Exchange 
Agent, together with a duly executed letter of transmittal, the holder of the   
Certificate shall be entitled to receive in exchange therefor (i) a certificate 
or certificates representing that whole number of Cardinal Common Shares that   
the Syncor Stockholder has the right to receive pursuant to Section 2.1 in such 
denominations and registered in such names as the Syncor Stockholder may request
and (ii) a check representing the amount of cash in lieu of fractional shares,  
if any, and unpaid dividends and distributions, if any, which the Syncor        
Stockholder has the right to receive pursuant to the provisions of this Article 
II, after giving effect to any required withholding Tax. The shares of Syncor   
Common Stock represented by the Certificates so surrendered shall forthwith be  
cancelled. No interest will be paid or accrued on the cash in lieu of fractional
shares, if any, and unpaid dividends and distributions, if any, payable to      
Syncor Stockholders. In the event of a transfer of ownership of shares of Syncor
Common Stock that is not registered on the transfer records of Syncor, a        
certificate representing the proper number of Cardinal Common Shares, together  
with a check for the cash to be paid in lieu of fractional shares, if any, and  
unpaid dividends and distributions, if any, may be issued to the transferee if  
the Certificate held by the transferee is presented to the Exchange Agent,      
accompanied by all documents reasonably required to evidence and effect the     
transfer and to evidence that any applicable stock transfer Taxes have been     
paid. Until surrendered as contemplated by this Section 2.3, each Certificate   
shall be deemed, at any time after the Effective Time, to represent only the    
right to receive upon surrender a certificate representing Cardinal Common      
Shares and cash in lieu of fractional shares, if any, and unpaid dividends and  
distributions, if any, as provided in this Article II. If any Certificate shall 
have been lost, stolen or destroyed, upon the making of an affidavit of that    
fact by the person claiming the Certificate to be lost, stolen or destroyed and,
if required by Cardinal, the posting by the person of a bond in such reasonable 
and customary amount as Cardinal may direct as indemnity against any claim that 
may be made against it with respect to the Certificate, the Exchange Agent will 
deliver in exchange for the lost, stolen or destroyed Certificate, a certificate
representing the proper number of Cardinal Common Shares, together with a check 
for the cash to be paid in lieu of fractional shares, if any, with respect to   
the shares of Syncor Common Stock formerly represented by the Certificate, and  
unpaid dividends and distributions on Cardinal Common Shares, if any, as        
provided in this Article II. Receipt by the Exchange Agent of such affidavit in 
reasonably acceptable form and posting of such a bond, if required, shall be    
deemed delivery and/or surrender of a Certificate with respect to the relevant  
shares of Syncor Common Stock for purposes of this Article II.                  

    (c) Distributions with Respect to Unexchanged Shares.  Notwithstanding any
other provisions of this Agreement, no dividends or other distributions declared
or made after the Effective Time with respect to Cardinal Common Shares having a
record date after the Effective Time shall be paid to the holder of any         
unsurrendered Certificate, and no cash payment in lieu of fractional shares     
shall be paid to any such holder, until the holder shall surrender the          
Certificate as provided in this Section 2.3. Subject to the effect of Applicable
Laws (as defined in Section 3.9), following surrender of the Certificate, there 
shall be paid to the holder of the certificates representing whole Cardinal     
Common Shares issued in exchange therefor, without interest, (i) at the time of 
such surrender, the amount of dividends or other distributions with a record    
date after the Effective Time theretofore payable with respect to such whole    
Cardinal Common Shares and not paid, less the amount of any withholding Taxes   
that may be required thereon, and (ii) at the appropriate payment date          
subsequent to surrender, the amount of dividends or other distributions with a  
record date after the Effective Time but prior to surrender and a payment date  
subsequent to surrender payable with respect to such whole Cardinal Common      
Shares, less the amount of any withholding Taxes that may be required thereon.  

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(d) No Further Ownership Rights in Syncor Common Stock.  All Cardinal 
Common Shares issued upon surrender of Certificates in accordance with the terms
of this Agreement (including any cash paid pursuant to this Article II) shall be
deemed to have been issued in full satisfaction of all rights pertaining to such
shares of Syncor Common Stock represented thereby, and, as of the Effective     
Time, the stock transfer books of Syncor shall be closed and there shall be no  
further registration of transfers on the stock transfer books of Syncor of      
shares of Syncor Common Stock outstanding immediately prior to the Effective    
Time. If, after the Effective Time, Certificates are presented to the Surviving 
Corporation for any reason, they shall be cancelled and exchanged as provided in
this Section 2.3. Certificates surrendered for exchange by any person identified
pursuant to Section 5.3(e) as an "affiliate" of Syncor for purposes of Rule     
145(c) under the Securities Act of 1933, as amended (together with the rules and
regulations thereunder, the "Securities Act"), shall not be exchanged until     
Cardinal has received written undertakings from such person in the form attached
as Exhibit A to this Agreement.                                                 

  (e) Termination of Exchange Fund.  Any portion of the Exchange Fund that
remains undistributed to Syncor Stockholders six months after the date of the   
mailing required by Section 2.3(b) shall be delivered to Cardinal, upon demand  
thereby, and holders of Certificates that have not theretofore complied with    
this Section 2.3 shall thereafter look only to Cardinal for payment of any claim
to Cardinal Common Shares, cash in lieu of fractional shares thereof, or        
dividends or distributions, if any, in respect thereof, or any other            
consideration pursuant to this Agreement.                                       

(f) No Liability.  None of Cardinal, the Surviving Corporation or the 
Exchange Agent shall be liable to any person in respect of any shares of Syncor 
Common Stock (or dividends or distributions with respect thereto) or cash from  
the Exchange Fund delivered to a public official pursuant to any applicable     
abandoned property, escheat or similar law. If any Certificates shall not have  
been surrendered prior to seven years after the Effective Time (or immediately  
prior to such earlier date on which any cash, any cash in lieu of fractional    
shares or any dividends or distributions with respect to whole shares of Syncor 
Common Stock in respect of such Certificate would otherwise escheat to or become
the property of any Governmental Authority (as defined in Section 3.4(d))), any 
such cash, dividends or distributions in respect of such Certificate shall, to  
the extent permitted by Applicable Laws, become the property of Cardinal, free  
and clear of all claims or interest of any person previously entitled thereto.  

    (g) Investment of Exchange Fund.  The Exchange Agent shall invest any cash
balances in the Exchange Fund as a result of Section 2.2(c), as directed by     
Cardinal, on a daily basis; provided that no such investment shall affect       
Cardinal's obligation to deposit the full amount of cash required from time to  
time under Section 2.3(a). Any interest and other income resulting from such    
investments shall be paid to Cardinal upon termination of the Exchange Fund     
pursuant to Section 2.3(e).                                                     

 (h) Withholding Rights.  Each of the Surviving Corporation and Cardinal
shall be entitled to deduct and withhold from the consideration otherwise       
payable pursuant to this Agreement to any Syncor Stockholder such amounts as it 
is required to deduct and withhold with respect to the making of such payment   
under the Code, or any provision of state, local or foreign tax law. To the     
extent that amounts are so withheld by the Surviving Corporation or Cardinal, as
the case may be, such withheld amounts shall be treated for all purposes of this
Agreement as having been paid to Syncor Stockholders in respect of which such   
deduction and withholding was made by the Surviving Corporation or Cardinal, as 
the case may be.                                                                

2.4.  Treatment of Stock Options.                                     

  (a) Prior to the Effective Time, Cardinal and Syncor shall take all such
actions as may be necessary to cause each unexpired and unexercised outstanding 
option granted or issued under Syncor stock option or equity-incentive plans in 
effect on the date of this Agreement (each, a "Syncor Option") to be            
automatically converted at the Effective Time into a fully-vested option (a     
"Cardinal Exchange Option") to purchase that number of Cardinal Common Shares   
equal to the number of shares of Syncor Common Stock subject to the Syncor      
Option immediately prior to the Effective Time multiplied by the Exchange Ratio 
(and rounded to the nearest share), with an exercise price per share equal to   
the exercise price per share that existed under the corresponding Syncor Option 
divided by the Exchange Ratio (and rounded to the nearest whole cent), and with 
other terms and conditions that are the same as the terms and conditions of the 
Syncor Option                                                                   

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immediately before the Effective Time; provided that, with respect to any Syncor
Option that is an "incentive stock option" (within the meaning of Section 422 of
the Code), the foregoing conversion shall be carried out in a manner satisfying 
the requirements of Section 424(a) of the Code. In connection with the issuance 
of Cardinal Exchange Options, Cardinal shall (i) reserve for issuance the number
of Cardinal Common Shares that will become subject to Cardinal Exchange Options 
pursuant to this Section 2.4, and (ii) from and after the Effective Time, upon  
exercise of Cardinal Exchange Options, make available for issuance all Cardinal 
Common Shares covered by Cardinal Exchange Options, subject to the terms and    
conditions applicable to Cardinal Exchange Options.                             

 (b) Cardinal will file with the Securities and Exchange Commission (the
"Commission"), within ten days after the Effective Time, such registration      
statements on Form S-8 or other appropriate forms under the Securities Act to   
register Cardinal Common Shares necessary to fulfill Cardinal's obligation      
pursuant to this Section 2.4, including those Cardinal Common Shares issuable   
upon exercise of Cardinal Exchange Options and to use its reasonable efforts to 
cause such registration statements to remain effective until the exercise or    
expiration of all Cardinal Exchange Options.                                    

     (c) Prior to the Effective Time: (i) the Board of Directors of Cardinal, or
an appropriate committee of non-employee directors of Cardinal, shall adopt a   
binding resolution consistent with the interpretive guidance of the Commission  
so that the acquisition by any officer or director of Syncor who may become a   
covered person of Cardinal for purposes of Section 16 (together with the rules  
and regulations thereunder, "Section 16") of the Securities Exchange Act of     
1934, as amended (together with the rules and regulations thereunder, the       
"Exchange Act"), of Cardinal Common Shares or Cardinal Exchange Options pursuant
to this Agreement and the Merger shall be an exempt transaction for purposes of 
Section 16; and (ii) the Board of Directors of Syncor, or an appropriate        
committee of non-employee directors of Syncor, shall adopt a binding resolution 
consistent with the interpretive guidance of the Commission so that the         
disposition by any officer or director of Syncor who is a covered person of     
Syncor for purposes of Section 16 of shares of Syncor Common Stock or Syncor    
Options pursuant to this Agreement and the Merger shall be an exempt transaction
for purposes of Section 16.                                                     

    (d) Cardinal shall be permitted to make additional grants of equal amounts
under the Syncor stock option plans following the Effective Time for an amount  
of Cardinal Common Shares equal to the number of shares under the Syncor stock  
option plans immediately prior to the Effective Time that are not subject to    
outstanding awards, multiplied by the Exchange Ratio.                           

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF CARDINAL AND SUBCORP

In order to induce Syncor to enter into this Agreement, Cardinal and  
Subcorp hereby represent and warrant to Syncor that, subject to the             
qualifications, limitations and exceptions set forth in this Agreement, the     
statements contained in this Article III are true and correct:                  

3.1.  Organization and Standing.  Each of Cardinal and Subcorp is a   
corporation duly organized, validly existing and in good standing under the laws
of its state of incorporation with full corporate power and authority to own,   
lease, use and operate its properties and to conduct its business as and where  
now owned, leased, used, operated and conducted. Each of Cardinal and Subcorp is
duly qualified to do business and in good standing in each jurisdiction in which
the nature of the business conducted by it or the property it owns, leases or   
operates, requires it to so qualify, except where the failure to be so qualified
or in good standing in such jurisdiction would not have a Material Adverse      
Effect (as defined in Section 8.3) on Cardinal or Subcorp, as the case may be.  
Cardinal is not in default in the performance, observance or fulfillment of any 
provision of the Amended and Restated Articles of Incorporation of Cardinal, as 
amended (the "Cardinal Articles") or the Restated Code of Regulations of        
Cardinal, as amended (the "Cardinal Code of Regulations"), and Subcorp is not in
default in the performance, observance or fulfillment of any provisions of the  
Subcorp Certificate of Incorporation or the Subcorp By-laws. Subcorp has, prior 
to the date of this                                                             

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Agreement, furnished or made available to Syncor complete and correct copies of 
the Subcorp Certificate of Incorporation and the Subcorp By-laws.               

    3.2.  Corporate Power and Authority.  Each of Cardinal and Subcorp has all
requisite corporate power and authority to enter into and deliver this          
Agreement, to perform its obligations under this Agreement and to consummate the
transactions contemplated by this Agreement. The execution and delivery of this 
Agreement and the consummation of the transactions contemplated by this         
Agreement by Cardinal and Subcorp have been duly authorized by all necessary    
corporate action on the part of each of Cardinal and Subcorp. This Agreement has
been duly executed and delivered by each of Cardinal and Subcorp, and, assuming 
this Agreement constitutes a valid and binding obligation of Syncor, constitutes
the legal, valid and binding obligation of Cardinal and Subcorp enforceable     
against each of them in accordance with its terms.                              

3.3.  Capitalization of Cardinal and Subcorp.                         

(a) As of June 12, 2002, Cardinal's authorized capital stock consisted
solely of (i) 750,000,000 common shares, without par value ("Cardinal Common    
Shares"), of which (A) 450,657,143 shares were issued and outstanding, (B)      
10,218,008 shares were issued and held in treasury (which does not include      
Cardinal Common Shares reserved for issuance or issued and held in treasury as  
set forth in subclause (a)(i)(C) below), (C) 81,547,145 shares were reserved for
issuance pursuant to equity based plans for employees and directors for Cardinal
and its subsidiaries or upon the exercise or conversion of options, warrants or 
convertible securities granted or issuable by Cardinal and (D) shares will be   
issued pursuant to equity based plans or upon the exercise or conversion of     
options granted or issuable by Cardinal in connection with the anticipated      
closing of the acquisition of Boron, LePore & Associates, Inc. in an amount     
determined in accordance with the formula set forth in Section 3.3 to the       
disclosure schedule delivered by Cardinal to Syncor and dated the date of this  
Agreement (the "Cardinal Disclosure Schedule"), (ii) 5,000,000 Class B common   
shares, without par value, none of which was issued and outstanding or reserved 
for issuance, and (iii) 500,000 non-voting preferred shares, without par value, 
none of which was issued and outstanding or reserved for issuance or issued and 
held in treasury. Each outstanding share of capital stock of Cardinal is, and   
all Cardinal Common Shares to be issued in connection with the Merger or upon   
exercise of any Cardinal Exchange Option will be, duly authorized and validly   
issued, fully paid and nonassessable, and each outstanding share of capital     
stock of Cardinal has not been, and all Cardinal Common Shares to be issued in  
connection with the Merger or upon exercise of any Cardinal Exchange Option will
not be, issued in violation of any preemptive or similar rights. As of the date 
of this Agreement, other than as set forth in the first sentence of this Section
3.3(a) or in Section 3.3 to the Cardinal Disclosure Schedule, there are no      
outstanding subscriptions, options, warrants, puts, calls, agreements,          
understandings, claims or other commitments or rights of any type relating to   
the issuance, sale, repurchase, transfer or registration by Cardinal of any     
equity securities of Cardinal, nor are there outstanding any securities that are
convertible into or exchangeable for any shares of capital stock of Cardinal and
Cardinal has no obligation of any kind to issue any additional securities. The  
Cardinal Common Shares (including Cardinal Common Shares to be issued in the    
Merger or, subject to Section 2.4, upon exercise of any Cardinal Exchange       
Option) are registered under the Exchange Act. Except as set forth in Section   
3.3 to the Cardinal Disclosure Schedule, as of the date of this Agreement,      
Cardinal has not agreed to register any securities under the Securities Act or  
under any state securities law or granted registration rights to any individual 
or entity (which rights are currently exercisable).                             

     (b) The authorized capital stock of Subcorp consists solely of 1,000 shares
of Subcorp Common Stock, of which, as of the date of this Agreement, 100 were   
issued and outstanding and none were reserved for issuance or issued and held in
treasury. All of the outstanding shares of Subcorp Common Stock are owned by    
Cardinal free and clear of any liens, claims or encumbrances.                   

     3.4.  Conflicts; Consents and Approval.  Neither the execution and delivery
of this Agreement by Cardinal or Subcorp nor the consummation of the            
transactions contemplated by this Agreement will:                               

    (a) conflict with, or result in a breach of any provision of the
Cardinal Articles or the Cardinal Code of Regulations or the Subcorp  
Certificate of Incorporation or the Subcorp By-laws;                  

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         (b) violate, or conflict with, or result in a breach of any provision
   of, or constitute a default (or an event that, with the giving of notice,
 the passage of time or otherwise, would constitute a default) under, or
entitle any person (with the giving of notice, the passage of time or 
 otherwise) to terminate, accelerate, modify or call a default under, or
result in the creation of any lien, security interest, charge or      
    encumbrance upon any of the properties or assets of Cardinal or any of its
     subsidiaries under, any of the terms, conditions or provisions of any note,
   bond, mortgage, indenture, deed of trust, license, contract, undertaking,
     agreement, lease or other instrument or obligation to which Cardinal or any
of its subsidiaries is a party;                                       

     (c) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to Cardinal or any of its subsidiaries or their 
respective properties or assets; or                                   

      (d) require any action or consent or approval of, or review by, or
     registration or filing by Cardinal or any of its affiliates with, any third
party or any local, domestic, foreign or multinational court, arbitral
tribunal, administrative agency or commission or other governmental or
 regulatory body, agency, instrumentality or authority, in each case, of
competent jurisdiction (a "Governmental Authority"), other than (i)   
   authorization for inclusion of Cardinal Common Shares to be issued in the
 Merger and the transactions contemplated by this Agreement on the NYSE,
subject to official notice of issuance, (ii) actions required by the  
    Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (together
with the rules and regulations thereunder, the "HSR Act"), (iii)      
 registrations or other actions required under United States federal and
     state securities laws as are contemplated by this Agreement, (iv) filing of
     the Certificate of Merger and (v) consents or approvals of any Governmental
 Authority set forth in Section 3.4 to the Cardinal Disclosure Schedule;

except in the case of clauses (b), (c) and (d) above for any of the foregoing   
that would not, individually or in the aggregate, have a Material Adverse Effect
on Cardinal or a material adverse effect on the ability of the parties to this  
Agreement to consummate the transactions contemplated by this Agreement.        

   3.5.  Brokerage and Finder's Fees.  Except as set forth in Section 3.5 to
the Cardinal Disclosure Schedule, none of Cardinal, any of its affiliates or any
shareholder, director, officer or employee of Cardinal has incurred or will     
incur on behalf of Cardinal any brokerage, finder's, financial advisory or      
similar fee in connection with the transactions contemplated by this Agreement. 

 3.6.  Reorganization.  To the best knowledge of Cardinal (including the
executive officers and directors of Cardinal), after due investigation, neither 
Cardinal nor any of its affiliates has taken or agreed to take any action that  
(without giving effect to any actions taken or agreed to be taken by Syncor or  
any of its affiliates) would prevent the Merger from constituting a             
"reorganization" (within the meaning of Section 368(a) of the Code).            

3.7.  Cardinal SEC Documents.  Cardinal has timely filed with the     
Commission all forms, reports, schedules, statements and other documents        
required to be filed by it since January 1, 1999 under the Exchange Act or the  
Securities Act (such documents, as supplemented and amended since the time of   
filing, collectively, the "Cardinal SEC Documents"). The Cardinal SEC Documents,
including any financial statements or schedules included in the Cardinal SEC    
Documents, at the time filed (and, in the case of registration statements and   
proxy statements, on the dates of effectiveness and the dates of mailing,       
respectively, and, in the case of any Cardinal SEC Document amended or          
superseded by a filing prior to the date of this Agreement, then on the date of 
such amending or superseding filing), (a) did not contain any untrue statement  
of a material fact or omit to state a material fact required to be stated       
therein or necessary in order to make the statements therein, in light of the   
circumstances under which they were made, not misleading, and (b) complied in   
all material respects with the applicable requirements of the Exchange Act and  
the Securities Act, as the case may be. The financial statements of Cardinal    
included in the Cardinal SEC Documents at the time filed (and, in the case of   
registration statements and proxy statements, on the dates of effectiveness and 
the dates of mailing, respectively, and, in the case of any Cardinal SEC        
Document amended or superseded by a filing prior to the date of this Agreement, 
then on the date of such amending or superseding filing) complied as to form in 
all material respects with applicable accounting requirements and with the      
published rules and regulations of the Commission with respect thereto, were    
prepared in accordance with                                                     

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United States generally accepted accounting principles ("GAAP") applied on a    
consistent basis during the periods involved (except as may be indicated in the 
notes thereto, or, in the case of unaudited statements, as permitted by Form    
10-Q of the Commission), and fairly present in all material respects (subject,  
in the case of unaudited statements, to normal, recurring audit adjustments) the
consolidated financial position of Cardinal and its consolidated subsidiaries as
at the dates thereof and the consolidated results of their operations and cash  
flows for the periods then ended.                                               

    3.8.  Registration Statement.  None of the information provided in writing
by Cardinal for inclusion in the registration statement on Form S-4 (as amended,
supplemented or modified, the "Registration Statement") to be filed with the    
Commission by Cardinal under the Securities Act, including the prospectus       
relating to Cardinal Common Shares to be issued in the Merger and the proxy     
statement and form of proxies relating to the vote of Syncor Stockholders with  
respect to this Agreement (as amended, supplemented or modified, the "Proxy     
Statement"), at the time the Registration Statement becomes effective, or, in   
the case of the Proxy Statement, at the date of mailing and at the date of the  
Syncor Stockholders Meeting (as defined in Section 5.3(a)) to consider the      
Merger and the transactions contemplated by this Agreement, 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, in   
light of the circumstances under which they are made, not misleading. The       
Registration Statement and Proxy Statement, except for such portions of the     
Registration Statement and Proxy Statement that relate only to Syncor, each will
comply as to form in all material respects with the provisions of the Securities
Act and the Exchange Act.                                                       

3.9.  Compliance with Law.  Except as set forth in Section 3.9 to the 
Cardinal Disclosure Schedule, Cardinal is in compliance with, and at all times  
since January 1, 1999 has been in compliance with, all applicable laws,         
statutes, orders, rules, regulations, policies or guidelines promulgated, or    
judgments, decisions or orders entered by any Governmental Authority            
(collectively, "Applicable Laws") relating to Cardinal or its business or       
properties, except where the failure to be in compliance with such Applicable   
Laws, individually or in the aggregate, would not reasonably be expected to have
a Material Adverse Effect on Cardinal. Except as set forth in Section 3.9 to the
Cardinal Disclosure Schedule, no investigation or review by any Governmental    
Authority with respect to Cardinal or its subsidiaries is pending, or, to the   
knowledge of Cardinal, threatened, nor has any Governmental Authority indicated 
in writing an intention to conduct the same, other than those the outcome of    
which would not reasonably be expected to have a Material Adverse Effect on     
Cardinal.                                                                       

 3.10.  Litigation.  Except as set forth in Section 3.10 to the Cardinal
Disclosure Schedule or in the Cardinal SEC Documents, there is no suit, claim,  
action, proceeding, hearing, notice of violation, demand letter or investigation
(each, an "Action") pending, or, to the knowledge of Cardinal, threatened,      
against Cardinal or any executive officer or director of Cardinal that,         
individually or in the aggregate, would reasonably be expected to have a        
Material Adverse Effect on Cardinal or a material adverse effect on the ability 
of Cardinal to consummate the transactions contemplated by this Agreement.      
Cardinal is not subject to any outstanding order, writ, injunction or decree    
specifically applicable to, or having a disproportionate effect on, Cardinal and
its subsidiaries that, individually or in the aggregate, would reasonably be    
expected to have a Material Adverse Effect on Cardinal or a material adverse    
effect on the ability of Cardinal to consummate the transactions contemplated by
this Agreement. Except as set forth in Section 3.10 to the Cardinal Disclosure  
Schedule, since January 1, 1999, Cardinal has not been subject to any           
outstanding material order, writ, injunction or decree relating to Cardinal's   
method of doing business or its relationship with past, existing or future users
or purchasers of any goods or services of Cardinal.                             

    3.11.  No Material Adverse Change.  Except as set forth in Section 3.11 to
the Cardinal Disclosure Schedule, from March 31, 2002 through the date of this  
Agreement, (i) the businesses of Cardinal and its subsidiaries have been        
conducted in all material respects in the ordinary course of business and (ii)  
there has been no Material Adverse Effect on Cardinal or a material adverse     
effect on the ability of Cardinal to consummate the transactions contemplated by
this Agreement.                                                                 

   3.12.  Subcorp's Operations.  Subcorp is a direct wholly owned subsidiary
of Cardinal that was formed solely for the purpose of engaging in the           
transactions contemplated by this Agreement, and has not (i) engaged in any     
business activities, (ii) conducted any operations other than in connection with
the                                                                             

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transactions contemplated by this Agreement, or (iii) incurred any liabilities  
other than in connection with the transactions contemplated by this Agreement.  
Cardinal, as Subcorp's sole stockholder, has approved Subcorp's execution of    
this Agreement.                                                                 

    3.13.  Undisclosed Liabilities.  Except (a) as and to the extent disclosed
or reserved against on the balance sheet of Cardinal as of March 31, 2002       
included in the Cardinal SEC Documents, (b) as incurred after the date thereof  
in the ordinary course of business consistent with prior practice and, if       
incurred after the date of this Agreement, not prohibited by this Agreement, or 
(c) as set forth in Section 3.13 to the Cardinal Disclosure Schedule, Cardinal  
and its subsidiaries do not have any liabilities or obligations of any nature,  
whether known or unknown, absolute, accrued, contingent or otherwise and whether
due or to become due, that, individually or in the aggregate, have or would     
reasonably be expected to have a Material Adverse Effect on Cardinal.           

ARTICLE IV. 

REPRESENTATIONS AND WARRANTIES OF SYNCOR

In order to induce Subcorp and Cardinal to enter into this Agreement, 
Syncor hereby represents and warrants to Cardinal and Subcorp that, subject to  
the qualifications, limitations and exceptions set forth in this Agreement, the 
statements contained in this Article IV are true and correct:                   

   4.1.  Organization and Standing.  Syncor is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware   
with full corporate power and authority to own, lease, use and operate its      
properties and to conduct its business as and where now owned, leased, used,    
operated and conducted. Each of Syncor and each of its subsidiaries is duly     
qualified to do business and is in good standing in each jurisdiction in which  
the nature of the business conducted by it or the property it owns, leases or   
operates requires it to so qualify, except where the failure to be so qualified 
or in good standing in such jurisdiction would not have a Material Adverse      
Effect on Syncor. Syncor is not in default in the performance, observance or    
fulfillment of any provision of the Syncor Amended and Restated Certificate of  
Incorporation (the "Syncor Certificate"), or the By-laws of Syncor, as in effect
on the date of this Agreement (the "Syncor By-laws"). Syncor has heretofore     
furnished to Cardinal complete and correct copies of the Syncor Certificate and 
the Syncor By-laws. Listed in Section 4.1 to the disclosure schedule delivered  
by Syncor to Cardinal and dated the date of this Agreement (the "Syncor         
Disclosure Schedule") is each jurisdiction in which Syncor or its subsidiaries  
is qualified to do business and, whether Syncor (or its subsidiaries) is in good
standing as of the date of this Agreement.                                      

4.2.  Subsidiaries.  Syncor does not own, directly or indirectly, any 
material equity or other ownership interest in any corporation, partnership,    
joint venture or other entity or enterprise, except for the subsidiaries set    
forth in Section 4.2 to the Syncor Disclosure Schedule. Except as set forth in  
Section 4.2 to the Syncor Disclosure Schedule, Syncor is not subject to any     
obligation or requirement to provide funds to or make any investment (in the    
form of a loan, capital contribution or otherwise) in any such entity or any    
other person except as would, individually or in the aggregate, not be material 
funds or investments. Except as set forth in Section 4.2 to the Syncor          
Disclosure Schedule, Syncor owns, directly or indirectly, each of the           
outstanding shares of capital stock (or other ownership interests having by     
their terms ordinary voting power to elect a majority of directors or others    
performing similar functions with respect to such subsidiary) of each of its    
subsidiaries. Each of the outstanding shares of capital stock of each of        
Syncor's subsidiaries is duly authorized, validly issued, fully paid and        
nonassessable, and is owned, directly or indirectly, by Syncor free and clear of
all liens, pledges, security interests, claims or other encumbrances. The       
following information for each of Syncor's subsidiaries is set forth in Section 
4.2 to the Syncor Disclosure Schedule, as applicable: (i) its name and          
jurisdiction of incorporation or organization; (ii) its authorized capital stock
or share capital; and (iii) the number of issued and outstanding shares of      
capital stock or share capital and the record owner(s) thereof. Other than as   
set forth in Section 4.2 to the Syncor Disclosure Schedule, there are no        
outstanding subscriptions, options, warrants, puts, calls, agreements,          
understandings, claims or other commitments or rights of any type relating to   
the issuance, sale or transfer of any securities of any of Syncor's             
subsidiaries, nor are there outstanding any securities that are convertible into
or exchangeable for any shares of capital stock of                              

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any of Syncor's subsidiaries, and neither Syncor nor any of its subsidiaries has
any obligation of any kind to issue any additional securities or to pay for or  
repurchase any securities of any of Syncor's subsidiaries or any predecessors   
thereof.                                                                        

  4.3.  Corporate Power and Authority.  Syncor has all requisite corporate
power and authority to enter into and deliver this Agreement, to perform its    
obligations under this Agreement, and, subject to approval of this Agreement by 
Syncor Stockholders, to consummate the transactions contemplated by this        
Agreement. The execution and delivery of this Agreement by Syncor have been duly
authorized by all necessary corporate action on the part of Syncor, subject to  
approval of this Agreement by Syncor Stockholders. This Agreement has been duly 
executed and delivered by Syncor, and, assuming this Agreement constitutes a    
valid and binding obligation of Cardinal and Subcorp, constitutes the legal,    
valid and binding obligation of Syncor enforceable against it in accordance with
its terms.                                                                      

4.4.  Capitalization of Syncor.  As of June 12, 2002, the authorized  
capital stock of Syncor consisted solely of 200,000,000 shares of common stock, 
par value $.05 per share ("Syncor Common Stock"), of which (i) 24,798,473 shares
were issued and outstanding, (ii) 3,749,968 shares were issued and held in      
treasury (which number does not include the shares reserved for issuance or     
issued and held in treasury set forth in clause (iii) below), (iii) 7,817,586   
shares were reserved for issuance upon the exercise of outstanding Syncor       
Options and (iv) 28,548,441 shares were reserved for issuance pursuant to the   
rights issued under the Syncor Rights Agreement (as defined in Section 4.26).   
Each outstanding share of capital stock of Syncor is duly authorized and validly
issued, fully paid and nonassessable, and has not been issued in violation of   
any preemptive or similar rights. Other than as set forth in the first sentence 
of this Section 4.4, in Section 4.4 to the Syncor Disclosure Schedule or as     
granted after June 14, 2002 as permitted by this Agreement, there are no        
outstanding subscriptions, options, warrants, puts, calls, agreements,          
understandings, claims or other commitments or rights of any type relating to   
the issuance, sale, repurchase or transfer of any securities of Syncor, nor are 
there outstanding any securities that are convertible into or exchangeable for  
any shares of capital stock of Syncor, and neither Syncor nor any of its        
subsidiaries has any obligation of any kind to issue any additional securities  
or to pay for or repurchase any securities of Syncor or any predecessors of     
Syncor. The issuance and sale of all of the shares of capital stock of Syncor   
described in this Section 4.4 have been in compliance with United States federal
and state securities laws. Section 4.4 to the Syncor Disclosure Schedule sets   
forth the names of, and the number of shares of each class (including the number
of shares of Syncor Common Stock issuable upon exercise of Syncor Options and   
the exercise price and vesting schedule with respect thereto) and the number of 
options held by, all holders of options to purchase capital stock of Syncor.    
Syncor has not agreed to register any securities under the Securities Act or    
under any state securities law or granted registration rights to any individual 
or entity; to the extent any such agreements exist, complete and correct copies 
of any such agreements have previously been provided to Cardinal.               

  4.5.  Conflicts; Consents and Approvals.  Except as set forth in Section
4.5 to the Syncor Disclosure Schedule, neither the execution and delivery of    
this Agreement by Syncor, nor the consummation of the transactions contemplated 
by this Agreement will:                                                         

     (a) conflict with, or result in a breach of any provision of, the
Syncor Certificate or the Syncor By-laws;                             

         (b) violate, or conflict with, or result in a breach of any provision
   of, or constitute a default (or an event that, with the giving of notice,
 the passage of time or otherwise, would constitute a default) under, or
entitle any person (with the giving of notice, the passage of time or 
 otherwise) to terminate, accelerate, modify or call a default under, or
result in the creation of any lien, security interest, charge or      
    encumbrance upon any of the material properties or assets of Syncor or any
  of its subsidiaries under, any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, deed of trust, license, contract,
  undertaking, agreement, lease or other instrument or obligation to which
Syncor or any of its subsidiaries is a party other than any that is,  
individually or in the aggregate, not a material note, bond, mortgage,
    indenture, deed of trust, license, contract, undertaking, agreement, lease
or other instrument or obligation;                                    

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     (c) violate any order, writ, injunction, decree, statute, rule or
    regulation applicable to Syncor or any of its subsidiaries or any of their
respective properties or assets; or                                   

      (d) require any action or consent or approval of, or review by, or
   registration or filing by Syncor or any of its affiliates with, any third
party or any Governmental Authority, other than (i) approval of this  
 Agreement by Syncor Stockholders, (ii) actions required by the HSR Act,
   (iii) registrations or other actions required under United States federal
and state securities laws as are contemplated by this Agreement, (iv) 
   filing of the Certificate of Merger, and (v) consents or approvals of any
  Governmental Authority set forth in Section 4.5 to the Syncor Disclosure
Schedule;                                                             

except in the case of clause (b) above, which is set forth in Section 4.5(b) to 
the Syncor Disclosure Schedule, and, in the case of clauses (c) and (d) above,  
for any of the foregoing that would not, individually or in the aggregate, have 
a Material Adverse Effect on Syncor or a material adverse effect on the ability 
of the parties to this Agreement to consummate the transactions contemplated by 
this Agreement.                                                                 

4.6.  Brokerage and Finder's Fees.  Except for Syncor's obligations to
Salomon Smith Barney Inc. ("Salomon Smith Barney") (copies of all agreements    
relating to such obligations having previously been provided to Cardinal), none 
of Syncor or its subsidiaries, any of their respective affiliates or any        
director, officer or employee of Syncor or its subsidiaries, has incurred or    
will incur on behalf of Syncor or its subsidiaries, any brokerage, finder's,    
financial advisory or similar fee in connection with the transactions           
contemplated by this Agreement.                                                 

4.7.  Reorganization.  To the best knowledge of Syncor (including the 
executive officers and directors of Syncor), after due investigation, neither   
Syncor nor any of its affiliates has taken or agreed to take any action that    
(without giving effect to any actions taken or agreed to be taken by Cardinal or
any of its affiliates) would prevent the Merger from constituting a             
"reorganization" (within the meaning of Section 368(a) of the Code).            

  4.8.  Syncor SEC Documents.  Syncor has timely filed with the Commission
all forms, reports, schedules, statements and other documents required to be    
filed by it since January 1, 1999 under the Exchange Act or the Securities Act  
(such documents, as supplemented and amended since the time of filing,          
collectively, the "Syncor SEC Documents"). The Syncor SEC Documents, including  
any financial statements or schedules included in the Syncor SEC Documents, at  
the time filed (and, in the case of registration statements and proxy           
statements, on the dates of effectiveness and the dates of mailing,             
respectively, and, in the case of any Syncor SEC Document amended or superseded 
by a filing prior to the date of this Agreement, then on the date of such       
amending or superseding filing), (a) did not contain any untrue statement of a  
material fact or omit to state a material fact required to be stated therein or 
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading, and (b) complied in all material    
respects with the applicable requirements of the Exchange Act and the Securities
Act, as the case may be. The financial statements of Syncor included in the     
Syncor SEC Documents at the time filed (and, in the case of registration        
statements and proxy statements, on the dates of effectiveness and the dates of 
mailing, respectively, and, in the case of any Syncor SEC Document amended or   
superseded by a filing prior to the date of this Agreement, then on the date of 
such amending or superseding filing), complied as to form in all material       
respects with applicable accounting requirements and with the published rules   
and regulations of the Commission with respect thereto, were prepared in        
accordance with GAAP applied on a consistent basis during the periods involved  
(except as may be indicated in the notes thereto, or, in the case of unaudited  
statements, as permitted by Form 10-Q of the Commission), and fairly present in 
all material respects (subject, in the case of unaudited statements, to normal, 
recurring audit adjustments) the consolidated financial position of Syncor and  
its consolidated subsidiaries as at the dates thereof and the consolidated      
results of their operations and cash flows for the periods then ended. None of  
Syncor's subsidiaries is separately subject to the periodic reporting           
requirements of the Exchange Act, or is required to file separately any form,   
report or other document with the Commission, The Nasdaq National Market, any   
stock exchange or any other comparable Governmental Authority.                  

 4.9.  Registration Statement; Proxy Statement.  None of the information
provided in writing by Syncor for inclusion in the Registration Statement, at   
the time it becomes effective, or, in the case of the Proxy                     

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Statement, at the date of mailing and at the date of the Syncor Stockholders    
Meeting, will contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the   
statements therein, in light of the circumstances under which they were made,   
not misleading. The Registration Statement and Proxy Statement, except for such 
portions of the Registration Statement and the Proxy Statement that relate only 
to Cardinal and its subsidiaries, each will comply as to form in all material   
respects with the provisions of the Securities Act and the Exchange Act.        

 4.10.  Compliance with Law.  Except as set forth in Section 4.10 to the
Syncor Disclosure Schedule, Syncor and its subsidiaries are in compliance, and  
at all times since January 1, 1999 have been in compliance, with all Applicable 
Laws relating to Syncor and its subsidiaries or their respective business or    
properties, except where the failure to be in compliance with Applicable Laws,  
individually or in the aggregate, would not reasonably be expected to have a    
Material Adverse Effect on Syncor. Except as disclosed in Section 4.10 to the   
Syncor Disclosure Schedule, no investigation or review by any Governmental      
Authority with respect to Syncor and its subsidiaries are pending, or, to the   
knowledge of Syncor, threatened, nor has any Governmental Authority indicated in
writing an intention to conduct the same, other than those the outcome of which 
would not reasonably be expected to have a Material Adverse Effect on Syncor.   

4.11.  Litigation.  Except as set forth in Section 4.11 to the Syncor 
Disclosure Schedule, there is no Action pending, or, to the knowledge of Syncor,
threatened, against Syncor or its subsidiaries or any executive officer or      
director of Syncor or its subsidiaries that, individually or in the aggregate,  
would reasonably be expected to have a Material Adverse Effect on Syncor or a   
material adverse effect on the ability of Syncor to consummate the transactions 
contemplated by this Agreement. Neither Syncor nor its subsidiaries are subject 
to any outstanding order, writ, injunction or decree specifically applicable to,
or having a disproportionate effect on, Syncor and its subsidiaries that,       
individually or in the aggregate, would reasonably be expected to have a        
Material Adverse Effect on Syncor or a material adverse effect on the ability of
Syncor to consummate the transactions contemplated by this Agreement. Except as 
set forth in Section 4.11 to the Syncor Disclosure Schedule, since January 1,   
1999, neither Syncor nor its subsidiaries, have been subject to any outstanding 
material order, writ, injunction or decree relating to their respective method  
of doing business or its relationship with past, existing or future users or    
purchasers of any goods or services of Syncor or its subsidiaries.              

    4.12.  No Material Adverse Change.  Except as set forth in Section 4.12 to
the Syncor Disclosure Schedule, from March 31, 2002 through the date of this    
Agreement, (a) the businesses of Syncor and its subsidiaries have been conducted
in all material respects in the ordinary course of business and (b) there has   
been no Material Adverse Effect on Syncor or a material adverse effect on the   
ability of Syncor to consummate the transactions contemplated by this Agreement.

     4.13.  Taxes.  Except as set forth in Section 4.13 to the Syncor Disclosure
Schedule:                                                                       

       (a) Syncor and its subsidiaries have duly filed all material United
     States federal, state and local and foreign income, franchise, excise, real
     and personal property and other Tax Returns (as defined in Section 4.13(i))
   (including those Tax Returns filed on a consolidated, combined or unitary
   basis) required to have been filed by Syncor or its subsidiaries prior to
   the date of this Agreement. All of the foregoing Tax Returns are true and
correct (except for such inaccuracies that are, individually or in the
    aggregate, not material), and Syncor and its subsidiaries have, within the
time and manner prescribed by Applicable Laws, paid or, prior to the  
    Effective Time, will pay all material Taxes required to be paid in respect
   of the periods covered by such Tax Returns or otherwise due to any United
States federal, state or local, foreign or other taxing authority.    

   (b) Neither Syncor nor any of its subsidiaries has any material
 liability for any Taxes in excess of the amounts so paid or reserves so
   established, and neither Syncor nor any of its subsidiaries is delinquent
     in the payment of any material Tax. None of them has requested or filed any
     document having the effect of causing any extension of time within which to
     file any Tax Returns in respect of any fiscal year that have not since been
    filed. No deficiencies for any material Tax have been proposed in writing,
asserted or assessed (tentatively or definitely), in each case, by any
     taxing authority, against Syncor or any of its subsidiaries for which there
are not adequate reserves.                                            

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        (c) Neither Syncor nor any of its subsidiaries is the subject of any
     currently ongoing Tax audit. As of the date of this Agreement, there are no
   pending requests for waivers of the time to assess any material Tax other
    than those made in the ordinary course and for which payment has been made
  or there are adequate reserves. With respect to any taxable period ended
  prior to December 31, 1998, all United States federal income Tax Returns
including Syncor or any of its subsidiaries have been audited by the  
Internal Revenue Service or are closed by the applicable statute of   
limitations. Neither Syncor nor any of its subsidiaries has waived any
  statute of limitations in respect of Taxes or agreed to any extension of
 time with respect to a Tax assessment or deficiency. There are no liens
with respect to Taxes upon any of the properties or assets, real or   
   personal, or tangible or intangible, of Syncor or any of its subsidiaries
     (other than liens for Taxes not yet due or for which adequate reserves have
   been established). No claim has ever been made in writing by an authority
in a jurisdiction where none of Syncor and its subsidiaries files Tax 
Returns that Syncor or any of its subsidiaries is or may be subject to
taxation by that jurisdiction. Syncor has not filed an election under 
Section 341(f) of the Code to be treated as a consenting corporation. 

      (d) Neither Syncor nor any of its subsidiaries is obligated by any
     contract, agreement or other arrangement to indemnify any other person with
   respect to material Taxes. Neither Syncor nor any of its subsidiaries are
   now or have ever been a party to or bound by any agreement or arrangement
     that (i) requires Syncor or any of its subsidiaries to make any Tax payment
  to or for the account of any other person, (ii) affords any other person
 the benefit of any net operating loss, net capital loss, investment Tax
     credit, foreign Tax credit, charitable deduction or any other credit or Tax
     attribute that could reduce Taxes (including deductions and credits related
to alternative minimum Taxes) of Syncor or any of its subsidiaries, or
   (iii) requires or permits the transfer or assignment of income, revenues,
receipts or gains to Syncor or any of its subsidiaries, from any other
person.                                                               

         (e) Syncor has not constituted either a "distributing corporation" or
   a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of
the Code) in a distribution of stock intended to qualify for tax-free 
   treatment under Section 355 of the Code (i) in the two years prior to the
  date of this Agreement (or will constitute such a corporation in the two
   years prior to the Closing Date) or (ii) in a distribution that otherwise
  constitutes part of a "plan" or "series of related transactions" (within
    the meaning of Section 355(e) of the Code) in conjunction with the Merger.

       (f) Syncor and its subsidiaries have withheld and paid all material
  Taxes required to have been withheld and paid in connection with amounts
paid or owing to any employee, independent contractor, creditor,      
stockholder or other third party.                                     

      (g) None of Syncor's foreign subsidiaries has been a member of any
    group that has filed a combined, consolidated or unitary Tax Return, other
than such Tax Returns for which the period of assessment has expired  
 (taking into account any extension or waiver thereof). None of Syncor's
  foreign subsidiaries is (i) engaged in a United States trade or business
for United States federal income tax purposes, (ii) a "passive foreign
     investment company" or a "shareholder, directly or indirectly, in a passive
  foreign investment company" (within the meaning of the Code), or (iii) a
    "foreign investment company" (within the meaning of Section 1246(b) of the
Code).                                                                

          (h) Syncor would not be required to include more than $500,000, in the
    aggregate, in gross income with respect to any of its foreign subsidiaries
pursuant to Section 951 of the Code if the taxable year of each such  
foreign subsidiary were deemed to end on the Closing Date after the   
Effective Time.                                                       

     (i) "Tax Returns" means returns, reports and forms required to be
 filed with any Governmental Authority of the United States or any other
jurisdiction responsible for the imposition or collection of Taxes.   

         (j) "Taxes" means (i) all taxes (whether United States federal, state
 or local or foreign) based upon or measured by income and any other tax
whatsoever, including gross receipts, profits, sales, use, occupation,
value added, ad valorem, transfer, franchise, withholding, payroll,   
employment, excise, or property taxes, together with any interest or  
   penalties imposed with respect thereto and (ii) any obligations under any
  agreements or arrangements with respect to any taxes described in clause
(i) above.                                                            

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          4.14.  Intellectual Property.  Set forth in Section 4.14 to the Syncor
    Disclosure Schedule is a true and complete list of (i) all of Syncor's and
   its subsidiaries' U.S. patents, trademark registrations and applications,
     and copyright applications and registrations, in each case, material to the
business of Syncor and its subsidiaries taken as a whole as presently 
conducted, and (ii) all material agreements to which Syncor or its    
subsidiaries are a party granting or obtaining any rights under, or by
their terms expressly restricting Syncor's or any of its subsidiaries'
  rights to use, any Intellectual Property, other than generic or standard
    agreements (including agreements for commercially-available, off-the-shelf
   software) pursuant to which any such Intellectual Property is licensed to
Syncor or its subsidiaries. "Intellectual Property" means all material
    intellectual property or other proprietary rights of every kind, including
 all material United States or foreign patents, United States or foreign
  patent applications, inventions (whether or not patentable), copyrighted
     works, trade secrets, trademarks, trademark registrations and applications,
  service marks, service mark registrations and applications, trade names,
trade dress, copyright registrations, customer lists, licenses of     
    intellectual property, and software, in each case, used in the business of
 Syncor or its subsidiaries as presently conducted. Either Syncor or its
subsidiaries own, license or otherwise have the right to use the      
   Intellectual Property free and clear of any liens, claims or encumbrances
as is necessary for the operation of the business of Syncor or its    
    subsidiaries, as the case may be, in substantially the same manner as such
     business is presently conducted, except as set forth in Section 4.14 to the
 Syncor Disclosure Schedule or except for failures to so own, license or
otherwise have the right to use that would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect on
Syncor. Except as set forth in Section 4.14 to the Syncor Disclosure  
   Schedule, (i) no written claim of invalidity or ownership with respect to
any Intellectual Property has been made by a third party, and, to the 
   knowledge of Syncor, such Intellectual Property is not the subject of any
threatened or pending Action; (ii) to the knowledge of Syncor, no     
individual or entity has asserted in writing that, with respect to the
   Intellectual Property, Syncor or its subsidiaries or a licensee of Syncor
  or its subsidiaries are infringing or has infringed any United States or
 foreign patent, trademark, service mark, trade name, copyright or other
   intellectual property right of any third party, or has misappropriated or
    improperly used or disclosed any trade secret, confidential information or
   know-how of any third party; (iii) to the knowledge of Syncor, the use of
   the Intellectual Property by Syncor or its subsidiaries does not infringe
 in any material respect any United States or foreign patent, trademark,
     service mark, trade name, copyright or other intellectual property right of
    any third party, and does not involve the misappropriation or improper use
     or disclosure of any trade secrets, confidential information or know-how of
any third party; and (iv) except as would not reasonably be expected, 
individually or in the aggregate, to have a Material Adverse Effect on
Syncor, neither Syncor nor its subsidiaries have taken any action that
would result in the voiding or invalidation of any of the Intellectual
Property.                                                             

  4.15.  Title to and Condition of Properties.  Syncor or its subsidiaries
own or hold under valid leases or other rights to use all real property, plants,
machinery and equipment necessary for the conduct of the business of Syncor and 
its subsidiaries as presently conducted, except where the failure to own or hold
such property, plants, machinery and equipment would not have a Material Adverse
Effect on Syncor. Except as set forth in Section 4.15 to the Syncor Disclosure  
Schedule, the material buildings, plants, machinery and equipment necessary for 
the conduct of the businesses of Syncor and its subsidiaries as presently       
conducted are structurally sound, are in good operating condition and repair and
are adequate for the uses to which they are being put, in each case, taken as a 
whole, and none of such buildings, plants, machinery or equipment is in need of 
maintenance or repairs, except for ordinary, routine maintenance and repairs    
that are not material in nature or cost.                                        

4.16.  Employee Benefit Plans.                                        

(a) For purposes of this Section 4.16, the following terms have the   
definitions given below:                                                        

        "Controlled Group Liability" means any and all liabilities (i) under
Title IV of ERISA (as defined below), (ii) under Section 302 of ERISA,
(iii) under Sections 412 and 4971 of the Code, (iv) resulting from a  
    violation of the continuation coverage requirements of Section 601 et seq.
of ERISA and Section 4980B of the Code or the group health plan       
requirements of Sections 601 et seq. of the Code and                  

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Section 601 et seq. of ERISA, and (v) under corresponding or similar  
provisions of foreign laws or regulations, in each case, other than   
pursuant to the Plans (as defined below).                             

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, together with the rules and regulations thereunder.          

 "ERISA Affiliate" means, with respect to any entity, trade or
   business, any other entity, trade or business that is a member of a group
described in Section 414(b), (c), (m) or (o) of the Code or Section   
   4001(b)(1) of ERISA that includes the first entity, trade or business, or
    that is a member of the same "controlled group" as the first entity, trade
or business pursuant to Section 4001(a)(14) of ERISA.                 

"Plans" means all employee benefit plans, programs and other
arrangements providing benefits to any employee or former employee in 
   respect of services provided to Syncor or to any beneficiary or dependent
   thereof, and whether covering one individual or more than one individual,
  sponsored or maintained by Syncor or any of its subsidiaries or to which
Syncor or any of its subsidiaries contributes or is obligated to      
contribute. Without limiting the generality of the foregoing, the term
    "Plans" includes any defined benefit or defined contribution pension plan,
    profit sharing plan, stock ownership plan, deferred compensation agreement
  or arrangement, vacation pay, sickness, disability or death benefit plan
(whether provided through insurance, on a funded or unfunded basis or 
otherwise), employee stock option or stock purchase plan, bonus or    
  incentive plan or program, severance pay plan, agreement, arrangement or
 policy (including statutory severance and termination indemnity plans),
practice or agreement, employment agreement, severance agreement,     
consulting agreements, retiree medical benefits plan and each other   
employee benefit plan, program or arrangement including each "employee
benefit plan" (within the meaning of Section 3(3) of ERISA).          

  (b) Section 4.16 to the Syncor Disclosure Schedule lists all Plans. With
respect to each Plan, Syncor has provided or made available to Cardinal a true, 
correct and complete copy of the following (where applicable): (i) each writing 
constituting a part of such Plan, including, without limitation, all plan       
documents (including amendments), benefit schedules, trust agreements, and      
insurance contracts and other funding vehicles; (ii) the three most recent      
Annual Reports (Form 5500 Series) and accompanying schedules, if any; (iii) the 
current summary plan description, if any; (iv) the most recent annual financial 
report, if any; and (v) the most recent determination letter from the Internal  
Revenue Service, if any. Except as disclosed in Section 4.16(b) to the Syncor   
Disclosure Schedule, there are no amendments to any Plan that have been adopted 
or approved nor has Syncor or any of its subsidiaries undertaken to make any    
such amendments or to adopt or approve any new Plan, except as required by      
Applicable Laws.                                                                

(c) The Internal Revenue Service has issued a favorable determination 
letter with respect to each Plan that is intended to be a "qualified plan"      
(within the meaning of Section 401(a) of the Code) (a "Qualified Plan"), and all
applicable foreign qualifications or registration requirements have been        
satisfied with respect to any Plan maintained outside the United States. To the 
knowledge of Syncor, no circumstances exist that would be reasonably be expected
to adversely affect the qualified status of any Qualified Plan or the related   
trust or the qualified or registered status of any Plan or trust maintained     
outside the United States.                                                      

(d) All contributions required to be made by Syncor or any of its     
subsidiaries or any of their respective ERISA Affiliates to any Plan by         
Applicable Laws or by any plan document or other contractual undertaking, and   
all premiums due or payable with respect to insurance policies funding any Plan,
for any period through the date of this Agreement have been timely made or paid 
in full and through the Closing Date will be timely made or paid in full. To the
extent applicable, all Plans and related trusts maintained outside the United   
States are fully funded and/or fully book reserved on a projected benefit       
obligation basis in accordance with Applicable Laws and GAAP.                   

    (e) Syncor and its subsidiaries and their respective ERISA Affiliates have
complied, and are now in compliance, in all material respects, with all         
provisions of ERISA, the Code and all laws and regulations (including any local 
Applicable Laws) applicable to the Plans. Each Plan has been operated in        
material compliance with its terms. There is not now, and, to the knowledge of  
Syncor, there are no existing circumstances that would reasonably be expected to
give rise to, any requirement for the posting of security                       

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with respect to a Plan or the imposition of any pledge, lien, security interest 
or encumbrance on the assets of Syncor or any of its subsidiaries or any of     
their respective ERISA Affiliates under ERISA or the Code, or similar Applicable
Laws of foreign jurisdictions.                                                  

   (f) No Plan is subject to Title IV or Section 302 of ERISA or Section 412
or 4971 of the Code. No Plan is a "multiemployer plan" (within the meaning of   
Section 4001(a)(3) of ERISA) (a "Multiemployer Plan") or a plan that has two or 
more contributing sponsors at least two of whom are not under common control,   
within the meaning of Section 4063 of ERISA (a "Multiple Employer Plan"), nor   
has Syncor or any of its subsidiaries or any of their respective ERISA          
Affiliates, at any time within six years before the date of this Agreement,     
contributed to or been obligated to contribute to any Multiemployer Plan or     
Multiple Employer Plan.                                                         

    (g) There does not now exist, and there are no existing circumstances that
would reasonably be expected to result in, any material Controlled Group        
Liability that would be a liability of Syncor or any of its subsidiaries        
following the Closing. Without limiting the generality of the foregoing, neither
Syncor nor any of its subsidiaries nor any of their respective ERISA Affiliates 
has engaged in any transaction described in Section 4069 or Section 4204 of     
ERISA.                                                                          

     (h) Except for health continuation coverage as required by Section 4980B of
the Code or Part 6 of Title I of ERISA and except as set forth in Section       
4.16(h) to the Syncor Disclosure Schedule, neither Syncor nor any of its        
subsidiaries has any material liability for life, health, medical or other      
welfare benefits to former employees or beneficiaries or dependents thereof. To 
the knowledge of Syncor, there has been no communication to employees of Syncor 
or its subsidiaries that would reasonably be expected or interpreted to promise 
or guarantee such employees retiree health or life insurance benefits or other  
retiree death benefits on a permanent basis.                                    

(i) Except as disclosed in Section 4.16(i) to the Syncor Disclosure   
Schedule, neither the execution and delivery of this Agreement nor the          
consummation of the transactions contemplated by this Agreement will result in, 
cause the accelerated vesting or delivery of, or increase the amount or value   
of, any payment or benefit to any employee, officer, director or consultant of  
Syncor or any of its subsidiaries (either alone or in conjunction with any other
event). Without limiting the generality of the foregoing, except as set forth in
Section 4.16(i) to the Syncor Disclosure Schedule, no amount paid or payable by 
Syncor or any of its subsidiaries in connection with the transactions           
contemplated by this Agreement, either solely as a result thereof or as a result
of such transactions in conjunction with any other events, will be an "excess   
parachute payment" (within the meaning of Section 280G of the Code).            

(j) Except as disclosed in Section 4.16(j) to the Syncor Disclosure   
Schedule, there are no pending, or, to the knowledge of Syncor threatened,      
Actions (other than claims for benefits in the ordinary course) that have been  
asserted or instituted against the Plans, any fiduciaries thereof with respect  
to their duties to the Plans or the assets of any of the trusts under any of the
Plans that would reasonably be expected to result in any material liability of  
Syncor or any of its subsidiaries to the Pension Benefit Guaranty Corporation,  
the United States Department of Treasury, the United States Department of Labor 
or any Multiemployer Plan, or to comparable entities or Plans under Applicable  
Laws of jurisdictions outside the United States.                                

(k) Section 4.16(k) to the Syncor Disclosure Schedule sets forth the  
liability of Syncor and its subsidiaries for deferred compensation under any    
deferred compensation plan, excess plan or similar arrangement (other than      
pursuant to Qualified Plans) to each director, officer and employee of Syncor   
and to all other employees as a group, together with the value, as of the date  
specified thereon, of the assets (if any) set aside in any grantor trust(s) to  
fund such liabilities. Except (i) for compensation disclosed on Internal Revenue
Service Form W-2 for individuals whose compensation is not discussed in the     
Syncor SEC Documents, (ii) for compensation paid or provided pursuant to any    
Plan, (iii) except as specifically disclosed in the Syncor SEC Documents and    
(iv) other than compensation for services provided in the ordinary course of    
employment, no officer, director, or employee of Syncor or any of its other     
affiliates, or any immediate family member of any of the foregoing, provides or 
causes to be provided to Syncor any material assets, services or facilities, and
Syncor does not provide or cause to be provided to any such officer, director,  

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employee or affiliates, or any immediate family member of any of the foregoing, 
any material assets, services or facilities.                                    

(l) Except as disclosed in Section 4.16(l) to the Syncor Disclosure   
Schedule, no Plan is subject to the laws of any jurisdiction outside of the     
United States.                                                                  

 (m) No disallowance of a deduction under Section 162(m) of the Code for
employee reimbursement of any amount paid or payable by Syncor or any of its    
subsidiaries has occurred or is reasonably expected to occur.                   

    (n) The Syncor Employees' Savings and Stock Ownership Plan (the "ESOP") is
an "employee stock ownership plan" (within the meaning of Section 4975(e)(7) of 
the Code). Neither Syncor (including any of its subsidiaries) nor the ESOP has  
any outstanding indebtedness in connection with or with respect to the ESOP as  
of the date of this Agreement.                                                  

(o) All equity and equity-based compensation plans of Syncor and its  
subsidiaries that are governed by the laws of a jurisdiction other than United  
States are in compliance with in all material respects and have been            
administered in all material respects in accordance with, all Applicable Laws.  

     4.17.  Contracts.  Section 4.17 to the Syncor Disclosure Schedule lists, as
of the date of this Agreement, all written or oral contracts, agreements,       
guarantees, leases and executory commitments (other than Plans) (each, a        
"Contract") to which Syncor or its subsidiaries are a party and that fall within
any of the following categories: (a) Contracts not entered into in the ordinary 
course of Syncor's and its subsidiaries' business other than those that are not 
material to Syncor's business or that of its subsidiaries, (b) joint venture,   
partnership and similar agreements, (c) Contracts that are service contracts or 
equipment leases involving payments by Syncor or its subsidiaries of more than  
$750,000 per year, (d) Contracts containing covenants purporting by their       
express terms to limit the freedom of Syncor or its subsidiaries to compete in  
any line of business in any geographic area or to hire any individual or group  
of individuals, (e) Contracts that, after the Effective Time, would have the    
effect of limiting the freedom of Cardinal or its subsidiaries (other than      
Syncor and its subsidiaries) to compete in any line of business in any          
geographic area or to hire any individual or group of individuals, (f) Contracts
that contain minimum purchase conditions in excess of $750,000 or requirements  
or other terms that restrict or limit the purchasing relationships of Syncor or 
its affiliates, or any customer, licensee or lessee thereof, (g) Contracts      
relating to any outstanding commitment for capital expenditures in excess of    
$1,000,000, (h) Contracts relating to the lease or sublease of or sale or       
purchase of real or personal property involving any annual expense or price in  
excess of $500,000 and not cancelable by Syncor or its subsidiaries (without    
premium or penalty) within 60 days, (i) Contracts with any labor organization or
union, (j) indentures, mortgages, promissory notes, loan agreements, guarantees 
of borrowed money in excess of $500,000, letters of credit or other agreements  
or instruments of Syncor or its subsidiaries or commitments for the borrowing or
the lending of amounts in excess of $500,000 by Syncor or its subsidiaries or   
providing for the creation of any charge, security interest, encumbrance or lien
upon any of the assets of Syncor or its subsidiaries, (k) Contracts involving   
annual revenues to the business of Syncor and its subsidiaries in excess of 2.5%
of the annual revenues of Syncor and its subsidiaries taken as a whole, (l)     
Contracts providing for "earn-outs," "savings guarantees," "performance         
guarantees" or other contingent payments by Syncor or its subsidiaries involving
more than $500,000 over the term of the Contract, (m) Contracts with or for the 
benefit of any of Syncor's affiliates or immediate family member thereof (other 
than Syncor's subsidiaries) involving more than $100,000 in the aggregate per   
affiliate and (n) Contracts involving payments by Syncor or its subsidiaries of 
more than $2,000,000 per year. All such Contracts and all other Contracts that  
are material to the business or operations of Syncor and its subsidiaries taken 
as a whole are valid and binding obligations of Syncor or its subsidiaries, as  
the case may be, and, to the knowledge of Syncor, the valid and binding         
obligation of each other party thereto, except such Contracts that, if not so   
valid and binding, would not, individually or in the aggregate, have a Material 
Adverse Effect on Syncor. As of the date of this Agreement, except for the      
notice of non-renewal received on June 7, 2001 and except as set forth in       
Section 4.17 to the Syncor Disclosure Schedule, neither Syncor nor its          
subsidiaries have received an additional notice of non-renewal or a notice of   
termination or any written indication of an intent to terminate the agreement   
with Dupont Merck Pharmaceutical Company (and Bristol Myers-Squibb Co. ("BMS"), 
as                                                                              

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successor), dated December 19, 1993, as amended (prior to the date of this      
Agreement) (the "BMS Contract") nor, to the knowledge of Syncor, has BMS        
indicated that it is generally not willing to continue the relationship with    
Syncor and its subsidiaries on substantially the same terms as it is presently  
conducted. Neither Syncor or its subsidiaries, nor, to the knowledge of Syncor, 
any other party thereto, is in violation of or in default in respect of, nor has
there occurred an event or condition, that with the passage of time or giving of
notice (or both), would constitute a default under or permit the termination of,
any such Contract or of any other Contract that is material to the business or  
operations of Syncor and its subsidiaries taken as a whole, except such         
violations or defaults under or terminations that, individually or in the       
aggregate, would not have a Material Adverse Effect on Syncor.                  

  4.18.  Labor Matters.  Except as set forth in Section 4.18 to the Syncor
Disclosure Schedule, neither Syncor nor its subsidiaries have any labor         
contracts or collective bargaining agreements with any individuals employed by  
Syncor or its subsidiaries or any individuals otherwise performing services     
primarily for Syncor or its subsidiaries. There is no labor strike, dispute or  
stoppage pending, or, to the knowledge of Syncor, threatened, against Syncor or 
its subsidiaries, and neither Syncor nor any of its subsidiaries has experienced
any labor strike, dispute or stoppage or other material labor difficulty        
involving its employees since January 1, 1999. To the knowledge of Syncor, since
January 1, 1999, no campaign or other attempt for recognition has been made by  
any labor organization or employees with respect to employees of Syncor or any  
of its subsidiaries.                                                            

    4.19.  Undisclosed Liabilities.  Except (a) as and to the extent disclosed
or reserved against on the balance sheet of Syncor as of March 31, 2002 included
in the Syncor SEC Documents, (b) as incurred after the date thereof in the      
ordinary course of business consistent with prior practice, and, if incurred    
after the date of this Agreement, not prohibited by this Agreement, or (c) as   
set forth in Section 4.19 to the Syncor Disclosure Schedule, Syncor and its     
subsidiaries do not have any liabilities or obligations of any nature, whether  
known or unknown, absolute, accrued, contingent or otherwise and whether due or 
to become due, that, individually or in the aggregate, have or would reasonably 
be expected to have a Material Adverse Effect on Syncor.                        

4.20.  Operation of Syncor's Business; Relationships.                 

(a) Except as set forth in Section 4.20(a) to the Syncor Disclosure   
Schedule, since March 31, 2002 through the date of this Agreement, neither      
Syncor nor any of its subsidiaries have engaged in any transaction that, if done
after execution of this Agreement, would violate Section 5.3(c).                

(b) Except as set forth in Section 4.20(b) to the Syncor Disclosure   
Schedule, since March 31, 2002, as of the date of this Agreement, to the        
knowledge of Syncor, no material customer of Syncor or any of its subsidiaries  
has indicated that it will stop or materially decrease purchasing materials,    
products or services from Syncor or its subsidiaries, and no material supplier  
of Syncor or its subsidiaries has indicated that it will stop or materially     
decrease the supply of materials, products or services to Syncor or its         
subsidiaries or is otherwise involved in, or is threatening, a material dispute 
with Syncor or its subsidiaries.                                                

4.21.  Permits; Compliance.                                           

(a) Syncor and its subsidiaries are in possession of all material     
franchises, grants, authorizations, licenses, permits, easements, variances,    
exemptions, consents, certificates, approvals and orders necessary to own, lease
and operate its properties and to carry on its business substantially in the    
same manner as it is now being conducted (collectively, the "Syncor Permits"),  
and there is no Action pending, or, to the knowledge of Syncor, threatened,     
regarding any of the Syncor Permits, except for any Actions that, individually  
or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect on Syncor. Except as set forth in Section 4.21(a) to the Syncor          
Disclosure Schedule, neither Syncor nor any of its subsidiaries is in conflict  
with, or in default or violation of any of the Syncor Permits, except for any   
such conflicts, defaults or violations that, individually or in the aggregate,  
would not reasonably be expected to have a Material Adverse Effect on Syncor.   

(b) Except as set forth in Section 4.21(b) to the Syncor Disclosure   
Schedule or as would not, individually or in the aggregate, reasonably be       
expected to have a Material Adverse Effect on Syncor, all                       

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necessary clearances or approvals from Governmental Authorities for all drug and
device products that are manufactured, distributed and/or sold by Syncor and its
subsidiaries have, to the knowledge of Syncor, been obtained, and Syncor and its
subsidiaries are in substantial compliance with the most current form of each   
applicable clearance or approval with respect to the manufacture, storage,      
transportation, distribution, promotion and sale by Syncor and its subsidiaries 
of such drug and device products.                                               

     4.22.  Environmental Matters.  Except for matters disclosed in Section 4.22
to the Syncor Disclosure Schedule, (a) the properties, operations and activities
of Syncor and its subsidiaries are in compliance in all material respects with  
all applicable Environmental Laws (as defined below) and all past material      
noncompliance of Syncor or any of its subsidiaries with any Environmental Laws  
or Environmental Permits (as defined below) has been resolved without any       
pending, ongoing or future material obligation, cost or liability; (b) Syncor   
and its subsidiaries and the properties and operations of Syncor and its        
subsidiaries are not subject to any existing, pending, or, to the knowledge of  
Syncor, threatened, Action by or before any court or Governmental Authority     
under any Environmental Law; (c) there has been no material release of any      
Hazardous Material (as defined below) into the environment by Syncor or its     
subsidiaries or in connection with their current or former properties or        
operations; and (d) there has been no material exposure of any person or        
property to any Hazardous Material in connection with the current or former     
properties, operations and activities of Syncor and its subsidiaries.           
"Environmental Laws" means all United States federal, state or local or foreign 
laws relating to pollution or protection of human health or the environment     
(including ambient air, surface water, groundwater, land surface or subsurface  
strata), including laws relating to emissions, discharges, releases or          
threatened releases of chemicals, pollutants, contaminants, or industrial, toxic
or hazardous substances or wastes (collectively, "Hazardous Materials") into the
environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all material authorizations, codes, decrees, demands or demand       
letters, injunctions, judgments, licenses, notices, orders, permits, plans or   
regulations issued, entered, promulgated or approved thereunder. "Environmental 
Permit" means any permit, approval, grant, consent, exemption, certificate      
order, easement, variance, franchise, license or other authorization required   
under or issued pursuant to any applicable Environmental Law.                   

     4.23.  Insurance.  Section 4.23 to the Syncor Disclosure Schedule lists all
material insurance policies and binders and programs of self-insurance owned,   
held or maintained by Syncor and its subsidiaries on the date this Agreement    
that afford or afforded, as the case may be, coverage to Syncor or its          
subsidiaries, or the respective assets or businesses of Syncor or its           
subsidiaries. Syncor's and its subsidiaries' insurance policies are in all      
material respects in full force and effect in accordance with their terms, no   
notice of cancellation has been received, and there is no existing default or   
event that, with the giving of notice or lapse of time or both, would constitute
a default thereunder. All premiums under Syncor's and its subsidiaries'         
insurance policies have been paid in full to date. Syncor and its subsidiaries  
have not been refused any insurance, nor has the coverage of Syncor or any of   
its subsidiaries been limited, by any insurance carrier to which it has applied 
for insurance or with which it has carried insurance during the past three      
years. Syncor or its covered subsidiary is a "named insured" or an "insured"    
under such insurance policies. Except as set forth in Section 4.23 to the Syncor
Disclosure Schedule, the policies of fire, theft, liability and other insurance 
maintained with respect to the assets or businesses of Syncor and its           
subsidiaries may be continued by Syncor or its subsidiaries, as the case may be,
without modification or premium increase after the Effective Time and for the   
duration of their current terms, which terms expire as set forth in Section 4.23
to the Syncor Disclosure Schedule. Set forth in Section 4.23 to the Syncor      
Disclosure Schedule is the amount of the annual premium currently paid by Syncor
for its directors' and officers' liability insurance.                           

    4.24.  Opinion of Financial Advisor.  The Board of Directors of Syncor has
received the oral opinion, to be confirmed in writing, of Salomon Smith Barney, 
Syncor's financial advisor, to the effect that, as of the date of this          
Agreement, the Exchange Ratio is fair to the holders of Syncor Common Stock from
a financial point of view. Syncor will provide a written copy of such opinion to
Cardinal solely for informational purposes promptly after receipt by Syncor of  
such opinion, and, on the date of this Agreement, such opinion has not been     
withdrawn or revoked or otherwise modified in any material respect. As of       
December 3, 2002, the Board of Directors of Syncor has received the oral        
opinion, to be confirmed in writing, of Salomon Smith Barney,                   

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Syncor's financial advisor, to the effect that, as of December 3, 2002, the     
Exchange Ratio is fair to the holders of Syncor Common Stock from a financial   
point of view. Syncor will provide a written copy of such opinion to Cardinal   
solely for informational purposes promptly after receipt by Syncor of such      
opinion, and, on December 3, 2002, such opinion has not been withdrawn or       
revoked or otherwise modified in any material respect.                          

4.25.  Board Recommendation; Required Vote.  The Board of Directors of
Syncor, at a meeting duly called and held, has, by unanimous vote of those      
directors present (who constituted all of the directors then in office other    
than Monty Fu), (a) determined that this Agreement and the transactions         
contemplated by this Agreement, including the Merger, are advisable and fair to 
and in the best interests of the Syncor Stockholders, and (b) resolved, as of   
December 3, 2002, to recommend that the Syncor Stockholders approve this        
Agreement (the "Syncor Board Recommendation"). The affirmative vote of holders  
of a majority of the outstanding shares of Syncor Common Stock to approve this  
Agreement is the only vote of the holders of any class or series of Syncor      
Common Stock necessary to approve this Agreement and the transactions           
contemplated by this Agreement.                                                 

 4.26.  Section 203 of the DGCL; Rights Agreement.  Prior to the date of
this Agreement, the Board of Directors of Syncor has taken all action necessary 
to exempt under or make not subject to (a) the provisions of Section 203 of the 
DGCL and (b) any other state takeover law or state law that purports to limit or
restrict business combinations or the ability to acquire or vote shares: (i) the
execution of this Agreement and the Support/Voting Agreements, dated as of June 
14, 2002, between Cardinal and certain Syncor Stockholders (collectively, the   
"Support Agreements"), (ii) the Merger and (iii) the transactions contemplated  
by this Agreement and the Support Agreements. The Rights Agreement, dated as of 
September 28, 1999, by and between Syncor and American Stock Transfer and Trust 
Company, as Rights Agent (the "Syncor Rights Agreement"), has been amended so   
that (a) each of Cardinal and Subcorp is exempt from the definition of          
"Acquiring Person" (as defined in the Syncor Rights Agreement), (b) no "Stock   
Acquisition Date," "Distribution Date" or "Triggering Event" (as such terms are 
defined in the Syncor Rights Agreement) will occur as a result of the execution 
of this Agreement or the consummation of the Merger pursuant to this Agreement  
and (c) the Syncor Rights Agreement will expire immediately prior to the        
Effective Time. The Syncor Rights Agreement, as amended in accordance with the  
preceding sentence, has not been further amended or modified. Copies of all such
amendments to the Syncor Rights Agreement have been previously provided to      
Cardinal.                                                                       

ARTICLE V.

COVENANTS OF THE PARTIES

The parties to this Agreement agree that:                             

5.1.  Mutual Covenants.                                               

(a) HSR Act Filings; Reasonable Efforts; Notification.                

(i) Each of Cardinal and Syncor shall (A) make or cause to be made the
filings required of such party to this Agreement or any of its subsidiaries or  
affiliates under the HSR Act with respect to the transactions contemplated by   
this Agreement as promptly as practicable and in any event the initial filing   
with respect to this Agreement shall be made within ten business days after the 
date of this Agreement, (B) comply at the earliest practicable date with any    
request under the HSR Act for additional information, documents, or other       
materials received by such party to this Agreement or any of its subsidiaries   
from the United States Federal Trade Commission or the United States Department 
of Justice or any other Governmental Authority in respect of such filings or    
such transactions, and (C) act in good faith and reasonably cooperate with the  
other party in connection with any such filing (including, with respect to the  
party making a filing, providing copies of all such documents to the non-filing 
party and its advisors reasonably prior to filing and, if requested, to accept  
all reasonable additions, deletions or changes suggested in connection          
therewith) and in connection with resolving any investigation or other inquiry  
of any such agency or other Governmental Authority under any Antitrust Laws (as 
defined in Section 5.1(a)(ii)) with respect to any such filing or any such      
transaction.                                                                    

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To the extent not prohibited by Applicable Laws, each party to this Agreement   
shall use all reasonable best efforts to furnish to each other all information  
required for any application or other filing to be made pursuant to any         
Applicable Laws in connection with the Merger and the other transactions        
contemplated by this Agreement. Each party to this Agreement shall give the     
other parties to this Agreement reasonable prior notice of any communication    
with, and any proposed understanding, undertaking, or agreement with, any       
Governmental Authority regarding any such filings or any such transaction. None 
of the parties to this Agreement shall independently participate in any meeting,
or engage in any substantive conversation, with any Governmental Authority in   
respect of any such filings, investigation, or other inquiry without giving the 
other parties to this Agreement prior notice of the meeting or conversation and,
unless prohibited by such Governmental Authority, the opportunity to attend     
and/or participate. The parties to this Agreement will consult and cooperate    
with one another, in connection with any analyses, appearances, presentations,  
memoranda, briefs, arguments, opinions and proposals made or submitted by or on 
behalf of any party to this Agreement in connection with proceedings under or   
relating to the HSR Act or other Antitrust Laws.                                

  (ii) Subject to clause (iv) below, each of Cardinal and Syncor shall use
its reasonable best efforts to resolve such objections, if any, as may be       
asserted by any Governmental Authority with respect to the transactions         
contemplated by this Agreement under the HSR Act, the Sherman Act, as amended,  
the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and  
any other United States federal or state or foreign statues, rules, regulations,
orders, decrees, administrative or judicial doctrines or other laws that are    
designed to prohibit, restrict or regulate actions having the purpose or effect 
of monopolization or restraint of trade (collectively, "Antitrust Laws"). In    
connection therewith and subject to clause (iv) below, if any administrative or 
judicial action or proceeding is instituted (or threatened to be instituted)    
challenging any transaction contemplated by this Agreement as inconsistent with 
or violative of any Antitrust Law, each of Cardinal and Syncor shall (by        
negotiation, litigation or otherwise) cooperate and use its reasonable best     
efforts vigorously to contest and resist any such action or proceeding,         
including any legislative, administrative or judicial action, and to have       
vacated, lifted, reversed, or overturned any decree, judgment, injunction or    
other order whether temporary, preliminary or permanent, that is in effect and  
that prohibits, prevents, delays or restricts consummation of the Merger or any 
other transactions contemplated by this Agreement, including by vigorously      
pursuing all available avenues of administrative and judicial appeal and all    
available legislative action, unless, by mutual agreement, Cardinal and Syncor  
decide that litigation is not in their respective best interests.               
Notwithstanding the foregoing or any other provision of this Agreement, nothing 
in this Section 5.1(a) shall limit the right of a party to this Agreement to    
terminate this Agreement pursuant to Section 7.1, so long as such party to this 
Agreement has up to then complied in all material respects with its obligations 
under this Section 5.1(a). Each of Cardinal and Syncor shall use its reasonable 
best efforts to take such action as may be required to cause the expiration of  
the notice periods under the HSR Act or other Antitrust Laws with respect to    
such transactions as promptly as possible after the execution of this Agreement.

   (iii) Subject to clause (iv) below, each of the parties to this Agreement
agrees to use reasonable best efforts to take, or cause to be taken, all        
actions, and to do, or cause to be done, and to assist and cooperate with the   
other parties to this Agreement in doing, all things necessary, proper or       
advisable to consummate and make effective, in the most expeditious manner      
practicable, the Merger and the other transactions contemplated by this         
Agreement, including (A) the obtaining of all other necessary actions or        
nonactions, waivers, consents, licenses, permits, authorizations, orders and    
approvals from Governmental Authorities and the making of all other necessary   
registrations and filings (including other filings with Governmental            
Authorities, if any), (B) the obtaining of all consents, approvals or waivers   
from third parties related to or required in connection with the Merger that are
necessary to consummate the Merger and the transactions contemplated by this    
Agreement or required to prevent a Material Adverse Effect on Cardinal or Syncor
from occurring prior to or after the Effective Time, (C) the preparation of the 
Proxy Statement, and the Registration Statement, (D) the execution and delivery 
of any additional instruments reasonably necessary to consummate the            
transactions contemplated by, and to fully carry out the purposes of, this      
Agreement, and (E) the providing of all such information concerning such party, 
its subsidiaries, its affiliates and its subsidiaries' and affiliates' officers,
directors, employees and partners as may be reasonably requested in connection  
with any of the matters set forth in subclauses (i)-(ii) above or this subclause
(iii).                                                                          

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     (iv) Cardinal and its subsidiaries, and, at the request of Cardinal, Syncor
and its subsidiaries, shall agree to hold separate (including by trust or       
otherwise) or to divest, dispose of, discontinue or assign any of their         
respective businesses, subsidiaries or assets, or to take or agree to take any  
action with respect to (including without limitation, to license or sub-license 
or to renegotiate in each case on commercially reasonable terms any arrangement 
or agreement regarding), or agree to any limitation on, any of their respective 
businesses, subsidiaries or assets (or any interest in the foregoing)           
(collectively, "Limitations"); provided that any such Limitation is conditioned 
upon the consummation of the Merger, and the failure of such Limitation, when   
taken together with any other Limitations, to have, in the aggregate, a         
Regulatory Material Adverse Effect on Cardinal or a Regulatory Material Adverse 
Effect on Syncor (as defined below). Syncor agrees and acknowledges that,       
notwithstanding anything to the contrary in this Section 5.1(a), neither Syncor 
nor any of its subsidiaries shall, without Cardinal's prior written consent,    
agree to any Limitations or make or agree to make any cash payments to any      
suppliers or customers of Cardinal or Syncor (or their respective subsidiaries) 
in connection with its obligations under this Section 5.1(a). Notwithstanding   
anything to the contrary in this Agreement, Cardinal and its subsidiaries shall 
not be required to agree to any Limitations (including making cash payments to  
suppliers or customers) with respect to Cardinal and any of its subsidiaries    
and/or Syncor and any of its subsidiaries that would reasonably be expected, in 
the aggregate, to have a Regulatory Material Adverse Effect on Cardinal or a    
Regulatory Material Adverse Effect on Syncor. For purposes of this Section      
5.1(a), a "Regulatory Material Adverse Effect" shall be deemed to have occurred 
if there are Limitations that would deprive Cardinal of the ownership or        
operation of, or the economic benefits (including the making of cash payments)  
of owning or operating, assets, subsidiaries or businesses of Cardinal and any  
of its subsidiaries and/or Syncor and any of its subsidiaries that generated, in
the aggregate, 2001 calendar year revenues equal to 8.25% or more of the total  
2001 calendar year revenues of Syncor and its subsidiaries.                     

  (b) Tax-Free Treatment.  Each of the parties to this Agreement shall use
all reasonable best efforts to cause the Merger to constitute a "reorganization"
(within the meaning of Section 368(a) of the Code) and to cooperate with the    
other and provide such documentation, information and materials as may be       
reasonably necessary, proper and advisable, including in obtaining an opinion   
from Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Syncor, as provided   
for in Section 6.1(g). In connection therewith, each of Cardinal and Syncor     
shall deliver to Skadden, Arps, Slate, Meagher & Flom LLP representation        
letters, in each case, in form and substance reasonably satisfactory to Skadden,
Arps, Slate, Meagher & Flom LLP, which such counsel may rely on in rendering    
such opinion.                                                                   

    (c) Public Announcements.  The initial press release concerning the Merger
and the transactions contemplated by this Agreement shall be a joint press      
release. Unless otherwise required by Applicable Laws or requirements of the    
NYSE or The Nasdaq National Market (and, in that event, only if time does not   
permit), at all times prior to the earlier of the Effective Time or termination 
of this Agreement pursuant to Section 7.1, Cardinal and Syncor shall consult    
with each other before issuing any press release with respect to the Merger and 
shall not issue any such press release prior to such consultation.              

(d) Obligations of Cardinal and of Syncor.  Whenever this Agreement   
requires any of Cardinal's subsidiaries (including Subcorp) to take any action, 
such requirement shall be deemed to include an undertaking on the part of       
Cardinal to cause its subsidiaries to take such action. Whenever this Agreement 
requires any of Syncor's subsidiaries to take any action, such requirement shall
be deemed to include an undertaking on the part of Syncor to cause its          
subsidiaries to take such action, and, after the Effective Time, on the part of 
the Cardinal and the Surviving Corporation to cause such subsidiary to take such
action.                                                                         

    (e) Conveyance Taxes.  Cardinal, Subcorp and Syncor shall cooperate in the
preparation, execution and filing of all returns, questionnaires, applications  
or other documents regarding any real property transfer or gains, sales, use,   
transfer, value added, stock transfer or stamp Taxes, any transfer, recording,  
registration or other fees or any similar Taxes that become payable in          
connection with the transactions contemplated by this Agreement that are        
required or permitted to be filed on or before the Effective Time. All such     
Taxes shall be paid by the party bearing legal responsibility for such payment. 

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5.2.  Covenants of Cardinal.                                          

   (a) Preparation of Registration Statement.  Cardinal and Syncor shall use
all reasonable efforts to prepare the Proxy Statement for filing with the       
Commission at the earliest practicable time. The Syncor Stockholders Meeting    
shall be called for the earliest practicable date as determined by Syncor in    
consultation with Cardinal. Cardinal shall prepare and file the Registration    
Statement with the Commission as soon as is reasonably practicable following    
clearance of the Proxy Statement by the Commission, and shall use reasonable    
best efforts to have the Registration Statement declared effective by the       
Commission as promptly as practicable and to maintain the effectiveness of the  
Registration Statement through the Effective Time. If, at any time prior to the 
Effective Time, Cardinal shall obtain knowledge of any information pertaining to
Cardinal contained in or omitted from the Registration Statement that would     
require an amendment or supplement to the Registration Statement or the Proxy   
Statement, Cardinal will so advise Syncor in writing and will promptly take such
action as shall be required to amend or supplement the Registration Statement   
and/or the Proxy Statement. Cardinal shall promptly furnish to Syncor all       
information concerning it as may be required for amending or supplementing the  
Proxy Statement. Syncor and Cardinal shall use reasonable best efforts in       
clearing the Proxy Statement with the Staff of the Commission. Cardinal also    
shall take such other reasonable actions (other than qualifying to do business  
in any jurisdiction in which it is not so qualified) required to be taken under 
any applicable state securities laws in connection with the issuance of Cardinal
Common Shares in the Merger and upon the exercise of the Cardinal Exchange      
Options. No filing of, or amendment or supplement to, the Registration Statement
or the Proxy Statement will be made by Cardinal or Syncor without providing the 
other with a reasonable opportunity to review and comment thereon. Cardinal will
advise Syncor, promptly after it receives notice thereof, of the time when the  
Registration Statement has become effective or any supplement or amendment has  
been filed, the issuance of any stop order, the suspension of the qualification 
of the Cardinal Common Shares issuable in connection with the Merger for        
offering or sale in any jurisdiction, or any request by the Commission for      
amendment of the Proxy Statement or the Registration Statement or comments on   
the Proxy Statement or the Registration Statement and responses thereto or      
requests by the Commission for additional information.                          

   (b) Conduct of Cardinal's Operations.  During the period from the date of
this Agreement to the Effective Time or to the date, if any, on which this      
Agreement is earlier terminated pursuant to Section 7.1, without the prior      
consent of Syncor (which consent will not be unreasonably withheld or delayed), 
and except as otherwise (i) contemplated by this Agreement, (ii) required by    
Applicable Laws (it being understood that, insofar as less than 100% of the     
equity of any of Cardinal's subsidiaries is owned, directly or indirectly, by   
Cardinal, nothing in this Section 5.2(b) shall be deemed to require any such of 
Cardinal's subsidiaries to take any action, or fail to take any action, which   
action or failure would result in a violation of fiduciary duty under Applicable
Laws) or (iii) set forth in Section 5.2(b) to the Cardinal Disclosure Schedule, 
Cardinal covenants and agrees that:                                             

     (A) Cardinal and its subsidiaries shall continue to operate their
     businesses in the ordinary course and shall use their respective reasonable
  best efforts to preserve their respective business organizations intact;
    provided that Cardinal and its subsidiaries may take any action or omit to
    take any action, to the extent permitted by this Agreement (whether or not
    such action or omission would be considered taken in the ordinary course);

          (B) Cardinal shall not amend or propose to amend the Cardinal Articles
to provide for the issuance of additional classes of capital stock of 
Cardinal having superior rights to the Cardinal Common Shares;        

        (C) Cardinal shall not, and shall not permit any of its subsidiaries
to, make any acquisition of securities, assets or business primarily  
  involved in the industries in which Syncor operates or that supplies the
radiopharmacy businesses in which Syncor operates (whether by merger, 
    consolidation, purchase or otherwise) that would reasonably be expected to
cause a meaningful delay or impediment to the completion of the       
     transactions contemplated by this Agreement or might reasonably be expected
to have a Material Adverse Effect on Cardinal; and                    

        (D) Cardinal shall not, and shall not permit any of its subsidiaries
     to, agree, in writing or otherwise, to propose or take any of the foregoing
actions.                                                              

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Notwithstanding the foregoing, the limitations set forth in this Section 5.2(b) 
shall not apply to any transaction between Cardinal and any of its wholly owned 
subsidiaries or between any of Cardinal's wholly owned subsidiaries.            

(c) Indemnification; Directors' and Officers' Insurance.              

   (i) From and after the Effective Time, Cardinal shall cause (including by
providing adequate funding to) the Surviving Corporation (or any successor to   
the Surviving Corporation) to indemnify and hold harmless the present and former
officers and directors of Syncor in respect of acts or omissions occurring at or
prior to the Effective Time to the extent provided under the Syncor Certificate 
or the Syncor By-laws as in effect as of the date of this Agreement or the      
indemnification agreements between Syncor and its directors listed in Section   
6.2(a)(i) to the Syncor Disclosure Schedule, as such indemnification agreements 
are in effect as of the date of this Agreement. Without limiting the foregoing, 
such indemnifying parties also shall advance any costs or expenses as incurred  
by such indemnified parties to the fullest extent permitted by Applicable Laws. 
In addition, from and after the Effective Time, officers of Syncor or its       
subsidiaries who become officers of Cardinal or its subsidiaries will be        
entitled to the same indemnity rights and protections as are afforded to        
similarly situated officers of Cardinal or its subsidiaries.                    

    (ii) Cardinal shall or shall cause the Surviving Corporation to obtain and
maintain in effect, for a period of six years after the Effective Time, policies
of directors' and officers' liability insurance at no cost to the beneficiaries 
thereof with respect to acts or omissions occurring at or prior to the Effective
Time with substantially the same coverage and containing substantially similar  
terms and conditions as existing policies; provided, however, that neither the  
Surviving Corporation nor Cardinal shall be required to pay an aggregate premium
for such insurance coverage in excess of 200% of the amount for such coverage   
set forth in Section 4.23 to the Syncor Disclosure Schedule, but in such case   
shall purchase as much coverage as reasonably practicable for 200% of the amount
set forth in Section 4.23 to the Syncor Disclosure Schedule, and, provided,     
further, that any substitution or replacement of existing policies shall not    
result in any gaps or lapses in coverage with respect to facts, events, acts or 
omissions occurring at or prior to the Effective Time.                          

    (iii) It is expressly agreed that the indemnified parties (including their
heirs and representatives) to whom this Section 5.2(c) applies shall be         
third-party beneficiaries of this Section 5.2(c). The provisions of this Section
5.2(c) are intended to be for the benefit of, and will be enforceable by, such  
third-party beneficiaries.                                                      

  (d) Subcorp.  Prior to the Effective Time, Subcorp shall not conduct any
business or make any investments other than as specifically contemplated by this
Agreement and will not have any assets (other than a de minimis amount of cash  
paid to Subcorp for the issuance of Subcorp Common Stock to Cardinal) or any    
material liabilities.                                                           

    (e) NYSE Listing.  Cardinal shall use its reasonable best efforts to cause
Cardinal Common Shares issuable pursuant to the Merger or upon the exercise of  
Cardinal Exchange Options to be approved for listing on the NYSE, subject to    
official notice of issuance, prior to the Effective Time.                       

(f) Employees and Employee Benefits.                                  

(i) Cardinal shall use its reasonable best efforts to make the Syncor 
Employees (as defined below) eligible to participate in Cardinal employee       
benefit plans not later than July 1, 2003. Without limiting the foregoing, from 
and after the Effective Time and until July 1, 2003, Cardinal shall provide     
Syncor Employees with employee benefit plans, programs, contracts or            
arrangements that, in the aggregate, will provide benefits that are not         
materially less favorable in the aggregate than the benefits provided to such   
Syncor Employees under the Plans (except for Plans providing equity or          
equity-based compensation) in effect on the date of this Agreement in accordance
with the terms of such employee benefit plans, programs, contracts or           
arrangements, it being understood that, except as otherwise provided by this    
Agreement, the foregoing shall not require Cardinal or the Surviving Corporation
to maintain any particular Plan. Syncor Employees shall be entitled to          
participate in the applicable Cardinal equity and equity-based plans (except for
the Syncor ESPP (as defined below)) from and after the Effective Time in        
accordance with the terms of the applicable Cardinal equity and equity-based    
plans. From and after the Effective Time, Cardinal shall treat all service by   
Syncor Employees                                                                
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with Syncor and their respective predecessors prior to the Effective Time for   
all purposes as service with Cardinal (except for purposes of benefit accrual   
under defined benefit pension plans or to the extent such treatment would result
in duplicative accrual on or after the Closing Date of benefits for the same    
period of service or to the extent such service is prior to a specific date     
before which service would not have been credited for employees of Cardinal),   
and, with respect to any medical or dental benefit plan in which Syncor         
Employees participate after the Effective Time, Cardinal shall waive or cause to
be waived any preexisting condition exclusions and actively-at-work requirements
(provided, however, that no such waiver shall apply to a preexisting condition  
of any Syncor Employee who was, as of the Effective Time, excluded from         
participation in a Plan by virtue of such pre-existing condition), and shall    
provide that any covered expenses incurred on or before the Effective Time      
during the plan year of the applicable Plan in which the Effective Time occurs  
by a Syncor Employee or a Syncor Employee's covered dependent shall be taken    
into account for purposes of satisfying applicable deductible, coinsurance and  
maximum out-of-pocket provisions after the Effective Time to the same extent as 
such expenses are taken into account for the benefit of similarly situated      
employees of Cardinal and subsidiaries of Cardinal. For purposes of this Section
5.2(f), "Syncor Employees" means individuals who are, as of the Effective Time, 
employees of Syncor that are not subject to collective bargaining agreements for
as long as they remain employees of Cardinal and its subsidiaries.              

 (ii) Cardinal and Syncor agree that each of their respective option and
other equity-incentive plans shall be amended, if and to the extent necessary,  
to reflect the transactions contemplated by this Agreement, including, but not  
limited to, the conversion of shares of Syncor Common Stock held or to be       
awarded or paid pursuant to such benefit plans, programs or arrangements into   
Cardinal Common Shares on a basis consistent with the transactions contemplated 
by this Agreement.                                                              

    (iii) As soon as reasonably practicable after the Effective Time, Cardinal
shall deliver to the holders of Syncor Options appropriate notices setting forth
such holders' rights pursuant to the respective Plans governing such Syncor     
Options and the agreements evidencing the grants of such Syncor Options, and    
that such Syncor Options and the related agreements shall be assumed by Cardinal
and shall continue in effect on the same terms and conditions (subject to the   
adjustments required by Section 2.4 after giving effect to the Merger).         

    (iv) From and after the Effective Time, Cardinal shall, or shall cause the
Surviving Corporation to, assume and honor all Plans; provided, however, nothing
in this Agreement shall restrict Cardinal's or the Surviving Corporation's      
ability to amend or terminate such Plans in accordance with their terms.        
Cardinal and Syncor agree that the shareholder approval or the consummation of  
the Merger, as applicable, shall constitute a "Change in Control" for all       
purposes of the Plans identified and set forth in Section 4.16 to the Syncor    
Disclosure Schedule; provided, however, Cardinal and Syncor intend that none of 
the shareholder approval, consummation of the Merger or any transactions        
contemplated by this Agreement will constitute a "Change of Control" for        
purposes of the agreements set forth on Schedule 5.2(f)(iv) to the Syncor       
Disclosure Schedule.                                                            

 (v) With respect to the Syncor International Corporation Employee Stock
Purchase Plan (the "Syncor ESPP"), Syncor shall take all actions necessary to   
(A) terminate all open offering periods under the Syncor ESPP as of a date no   
later than the end of its last regularly occurring payroll period prior to the  
Effective Time and (B) terminate the Syncor ESPP as of a date no later than     
immediately prior to the Effective Time.                                        

5.3.  Covenants of Syncor.                                            

(a) Syncor Stockholders Meeting.  Syncor shall take all action in     
accordance with the United States federal securities laws, the DGCL and the     
Syncor Certificate and the Syncor By-laws necessary to duly call, give notice   
of, convene and hold a special meeting of Syncor Stockholders (the "Syncor      
Stockholders Meeting") to be held on the earliest practicable date determined in
consultation with Cardinal to consider and vote upon approval of this Agreement.
Subject to this Section 5.3(a), Syncor shall take all lawful actions to solicit 
the approval of this Agreement by the Syncor Stockholders. Syncor shall, except 
as provided in this Section 5.3(a) and in Section 5.3(d), through the Board of  
Directors of Syncor, recommend to Syncor Stockholders approval of this          
Agreement, and, except as expressly permitted by this Agreement, shall not      
withdraw, amend or modify in a manner adverse to Cardinal its recommendation.   
However, the Board of                                                           

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Directors of Syncor shall be permitted to (i) not recommend to Syncor           
Stockholders that they give the Syncor Stockholders Approval or (ii) withdraw,  
modify or change the Syncor Board Recommendation in a manner adverse to Cardinal
(a "Syncor Change in Recommendation"), and, in such event, not solicit votes in 
favor of such approval, if the Board of Directors of Syncor believes in good    
faith, based upon the advice of outside legal counsel, that the failure to so   
withhold, withdraw or modify its recommendation would reasonably be expected to 
cause a failure to comply with its fiduciary duties under Applicable Laws.      
Notwithstanding any such Syncor Change in Recommendation, Cardinal shall have   
the option, exercisable within 20 days of notice of such Syncor Change in       
Recommendation, to terminate this Agreement pursuant to Section 7.1(d). If      
Cardinal has not exercised its right to terminate the Agreement within such     
20-day period, Cardinal shall no longer be entitled to terminate this Agreement 
under Section 7.1(d). Syncor shall ensure that the Syncor Stockholders Meeting  
is called, noticed, convened, held and conducted, and that all proxies solicited
in connection with the Syncor Stockholders Meeting are solicited, in compliance 
in all material respects with all Applicable Laws. Without limiting the         
generality of the foregoing, (i) Syncor agrees that its obligation to duly call,
give notice of, convene and hold the Syncor Stockholders Meeting, as required by
this Section 5.3, shall not be affected by the withdrawal, amendment or         
modification of the Syncor Board Recommendation and (ii) Syncor agrees that its 
obligations to duly call, give notice of, convene and hold the Syncor           
Stockholders Meeting pursuant to this Section 5.3 shall not be affected by the  
commencement, public proposal, public disclosure or communication to Syncor of  
any Superior Proposal (as defined in Section 5.3(d)).                           

 (b) Information for the Registration Statement and Preparation of Proxy
Statement.  Syncor shall promptly furnish Cardinal with all information         
concerning it as may be required for inclusion in the Proxy Statement and the   
Registration Statement. Syncor shall cooperate with Cardinal in the preparation 
of the Proxy Statement and the Registration Statement in a timely fashion and   
shall use reasonable best efforts to assist Cardinal in having the Registration 
Statement declared effective by the Commission as promptly as practicable       
consistent with the timing for the Syncor Stockholders Meeting as determined in 
consultation with Cardinal. If, at any time prior to the Effective Time, Syncor 
shall obtain knowledge of any information pertaining to Syncor that would       
require any amendment or supplement to the Registration Statement or the Proxy  
Statement, Syncor shall so advise Cardinal and shall promptly furnish Cardinal  
with all information as shall be required for such amendment or supplement, and 
shall promptly amend or supplement the Registration Statement and/or Proxy      
Statement. Syncor shall use reasonable best efforts to cooperate with Cardinal  
in the preparation and filing of the Proxy Statement with the Commission.       
Consistent with the timing for the Syncor Stockholders Meeting as determined in 
consultation with Cardinal, Syncor shall use all reasonable efforts to mail at  
the earliest practicable date to Syncor Stockholders the Proxy Statement, which 
Proxy Statement shall include all information required under Applicable Laws to 
be furnished to Syncor Stockholders in connection with the Merger and the       
transactions contemplated by this Agreement and shall include the Syncor Board  
Recommendation to the extent not previously withdrawn in compliance with Section
5.3(a) or Section 5.3(d) and the full text of the written opinion of Salomon    
Smith Barney described in Section 4.24.                                         

 (c) Conduct of Syncor's Operations.  During the period from the date of
this Agreement to the Effective Time or to the date, if any, on which this      
Agreement is earlier terminated pursuant to Section 7.1, without the prior      
consent of Cardinal (which consent will not be unreasonably withheld or         
delayed), and except as otherwise (i) expressly contemplated by this Agreement, 
(ii) required by Applicable Laws (it being understood that, insofar as less than
100% of the equity of any of Syncor's subsidiaries is owned, directly or        
indirectly, by Syncor, nothing in this Section 5.3(c) shall be deemed to require
any such of Syncor's subsidiaries to take any action, or fail to take any       
action, which action or failure would result in a violation of fiduciary duty   
under Applicable Laws) or (iii) set forth in Section 5.3(c) to the Syncor       
Disclosure Schedule, Syncor covenants and agrees that it and its subsidiaries:  

         (i) shall conduct its operations in the ordinary course and shall use
its reasonable best efforts to maintain and preserve its business     
organization and its material rights and franchises and to retain the 
    services of its officers and key employees and maintain relationships with
  customers, suppliers, lessees, licensees and other third parties, and to
 maintain all of its operating assets in their current condition (normal
wear and tear excepted), to the end that their goodwill and ongoing   
business shall not be                                                 

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    impaired in any material respect (it being agreed that any action taken by
Syncor or its subsidiaries that is permitted under Section            
5.3(c)(ii)-(xxiv) shall not be deemed to be a breach of this Section  
5.3(c)(i));                                                           

         (ii) shall not do or effect any of the following actions with respect
   to its securities: (A) adjust, split, combine or reclassify capital stock
  of Syncor, (B) make, declare or pay any dividend or distribution on, or,
   directly or indirectly, redeem, purchase or otherwise acquire, any shares
 of capital stock of Syncor or any securities or obligations convertible
    into or exchangeable for any shares of capital stock of Syncor (other than
 (I) dividends or distributions from its direct or indirect wholly owned
subsidiary in the ordinary course of business or (II) dividends or    
   distributions by a subsidiary that is partially owned by Syncor or any of
   its subsidiaries in the ordinary course of business; provided that Syncor
or any of its subsidiaries receives or is to receive its proportionate
 share thereof), (C) grant any person any right or option to acquire any
shares of capital stock of Syncor, except, after the date of this     
 Agreement, for the grant of options to purchase up to 100,000 shares of
    Syncor Common Stock; provided that, such options are granted either (I) in
the ordinary course of business consistent with past practice after   
   consultation with Cardinal to new hires (but, in any event, not under the
 Syncor ESPP) or (II) pursuant to formula awards as set forth in Section
    5.3(c)(ii) to the Syncor Disclosure Schedule; provided that, in each case,
     such options will not vest in connection with the transactions contemplated
     by this Agreement, (D) issue, deliver or sell or agree to issue, deliver or
    sell any additional shares of capital stock of Syncor or any securities or
    obligations convertible into or exchangeable or exercisable for any shares
of capital stock of Syncor or such securities (except pursuant to the 
exercise of Syncor Options that are outstanding as of the date of this
     Agreement), (E) enter into any agreement, understanding or arrangement with
     respect to the sale, voting, registration or repurchase of capital stock of
Syncor, or (F) open any offering period or issue any shares of Syncor 
 capital stock or grant any purchase rights pursuant to the Syncor ESPP;

         (iii) shall not directly or indirectly sell, transfer, lease, pledge,
     mortgage, encumber or otherwise dispose of any property or assets of Syncor
or its subsidiaries other than sales, transfers, leases, pledges,     
 mortgages, encumbrances or other dispositions in the ordinary course of
business or that, individually or in the aggregate, are immaterial;   

        (iv) shall not make or propose any changes in the Syncor Certificate
or the Syncor By-laws;                                                

     (v) shall not amend or modify, or propose to amend or modify, the
Syncor Rights Agreement, as amended as of the date of this Agreement; 

(vi) shall not merge or consolidate with any other person;  

          (vii) shall not acquire assets or capital stock of any other person in
 excess of $1,000,000 individually or $3,000,000 in the aggregate, other
than the acquisition of inventory in the ordinary course of business, 
consistent with past practice;                                        

         (viii) shall not incur, create, assume or otherwise become liable for
  any indebtedness for borrowed money or, except in the ordinary course of
business, consistent with past practice, assume, guarantee, endorse or
otherwise as an accommodation become responsible or liable for the    
obligations of any other individual, corporation or other entity;     

(ix) shall not create any subsidiaries;                     

  (x) shall not enter into or modify in any material respect any
  employment, severance, termination or similar agreements or arrangements
    with, or grant any bonuses, salary increases, severance or termination pay
to, any officer, director, consultant or employee other than in the   
   ordinary course of business consistent with past practice with respect to
non-officer employees (except for severance agreements, which, in all 
   cases, shall require the prior written consent of Cardinal), or otherwise
  increase the compensation or benefits provided to any officer, director,
consultant or employee, except in the ordinary course of business     
    consistent with past practice or as may be required by Applicable Laws, or
     grant, reprice, or accelerate the exercise or payment of any Syncor Options
or other equity-based awards;                                         

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         (xi) shall not enter into, adopt or amend in any material respect any
Plan, except as shall be required by Applicable Laws;                 

     (xii) shall not take any action that could give rise to severance
benefits payable to any officer or director of Syncor as a result of  
consummation of the transactions contemplated by this Agreement;      

      (xiii) shall not change any material method or principle of Tax or
   financial accounting in a manner that is inconsistent with past practice,
 except to the extent required by Applicable Laws or GAAP, as advised by
Syncor's regular independent accountants;                             

         (xiv) shall not, except in the ordinary course of business consistent
with past practice, settle any Actions, whether now pending or made or
    brought after the date of this Agreement involving, individually or in the
    aggregate, an amount in excess of $1,500,000 individually or $3,000,000 in
the aggregate;                                                        

        (xv) shall not, except in the ordinary course of business consistent
     with past practice, modify, amend or terminate, or waive, release or assign
  any material rights or claims with respect to, any Contract set forth in
     Section 4.17 to the Syncor Disclosure Schedule, any other material Contract
     to which Syncor is a party or any confidentiality agreement to which Syncor
is a party;                                                           

(xvi) shall not enter into any confidentiality agreements or
    arrangements other than in the ordinary course of business consistent with
   past practice (other than as permitted, in each case, by Section 5.3(d));

        (xvii) shall not write up, write down or write off the book value of
     any assets, individually or in the aggregate, in excess of $300,000, except
for depreciation and amortization in accordance with GAAP consistently
  applied and except, following consultation with Cardinal, as required by
Applicable Laws or GAAP;                                              

    (xviii) shall not incur or commit to any capital expenditures in
excess of $1,000,000 individually or $3,000,000 in the aggregate;     

          (xix) shall not make any payments in respect of policies of directors'
and officers' liability insurance (premiums or otherwise) other than  
  premiums paid in respect of its current policies or a renewal thereof to
 the extent set forth in Section 4.23 to the Syncor Disclosure Schedule;

       (xx) shall not take any action to exempt or make not subject to (A)
   the provisions of Section 203 of the DGCL or (B) any other state takeover
   law or state law that purports to limit or restrict business combinations
   or the ability to acquire or vote shares, any individual or entity (other
than Cardinal or its subsidiaries) or any action taken thereby, which 
individual, entity or action would have otherwise been subject to the 
restrictive provisions thereof and not exempt therefrom;              

          (xxi) shall not knowingly and intentionally take any action that could
likely result in a violation or breach of any agreement, covenant,    
   representation or warranty contained in this Agreement that has prevented
 or would prevent the satisfaction of the condition set forth in Section
6.3(a) or 6.3(b);                                                     

         (xxii) shall not, except as, individually or in the aggregate, is not
     reasonably likely to have a Material Adverse Effect on Syncor, make, revoke
 or amend any Tax election, settle or compromise any claim or assessment
with respect to Taxes, execute or consent to any waivers extending the
statutory period of limitations with respect to the collection or     
assessment of any Taxes or amend any material Tax Returns;            

          (xxiii) shall not permit or cause any of its subsidiaries to do any of
     the foregoing or any of the items set forth in Section 5.3(c)(xxiii) to the
     Cardinal Disclosure Schedule or agree or commit to do any of the foregoing;
or                                                                    

     (xxiv) except as expressly permitted in this Agreement, shall not
agree in writing or otherwise to take any of the foregoing actions.   

(d) No Solicitation.  Syncor agrees that, during the term of this     
Agreement, it shall not, and shall not authorize and will use best efforts not  
to permit any of its subsidiaries or any of its or its subsidiaries' directors, 
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officers, employees, agents or representatives, directly or indirectly, to      
solicit, initiate, encourage or facilitate, or furnish or disclose nonpublic    
information in furtherance of, any inquiries or the making of any proposal with 
respect to any recapitalization, merger, consolidation or other business        
combination involving Syncor, or acquisition of any capital stock (other than   
upon exercise of Syncor Options that are outstanding as of the date of this     
Agreement) or a material amount of the assets (other than transactions with     
customers in the ordinary course of business consistent with past practice or   
the disposition of all or part of the business or operations of Comprehensive   
Medical Imaging ("CMI") of Syncor and its subsidiaries, taken as a whole, in a  
single transaction or a series of related transactions, or any combination of   
the foregoing (a "Competing Transaction"), or negotiate, explore or otherwise   
engage in discussions with any person (other than Cardinal, Subcorp or their    
respective directors, officers, employees, agents and representatives) with     
respect to any Competing Transaction or enter into any agreement, arrangement or
understanding requiring it to abandon, terminate or fail to consummate the      
Merger or any other transactions contemplated by this Agreement; provided that, 
at any time prior to the approval of this Agreement by Syncor Stockholders,     
Syncor may furnish information to, and negotiate or otherwise engage in         
discussions with, any person that delivers a written proposal for a Competing   
Transaction that was not solicited or encouraged, except to the extent          
explicitly permitted by this Section 5.3(d), after the date of this Agreement if
and so long as the Board of Directors of Syncor believes in good faith as       
determined by a majority vote, based upon the advice of its outside legal       
counsel, that failing to take such action would reasonably be expected to       
constitute a breach of its fiduciary duties under Applicable Laws and believes  
in good faith, after consulting with a nationally recognized investment banking 
firm and Syncor's outside legal counsel, that such proposal would reasonably be 
expected to result in a transaction that, if consummated, would be more         
favorable to Syncor Stockholders from a financial point of view than the        
transactions contemplated by this Agreement (including any adjustment to the    
terms and conditions proposed by Cardinal in response to such Competing         
Transaction) (a "Superior Proposal"); provided, further, that, prior to         
furnishing any information to such person, Syncor shall enter into a            
confidentiality agreement that is no less restrictive, in any material respect, 
than the confidentiality agreement between Cardinal and Syncor, dated July 9,   
2001, as amended on August 29, 2001 and September 5, 2001 (the "Confidentiality 
Agreement"). Syncor will immediately cease all existing activities, discussions 
and negotiations with any persons conducted to the date of this Agreement with  
respect to any proposal for a Competing Transaction and request the return of   
all confidential information regarding Syncor provided to any such persons prior
to the date of this Agreement pursuant to the terms of any confidentiality      
agreements or otherwise. In the event that, prior to the approval of this       
Agreement by the Syncor Stockholders, the Board of Directors of Syncor receives 
a Superior Proposal that was not solicited or encouraged, except to the extent  
permitted by this Section 5.3(d), after the date of this Agreement and the Board
of Directors of Syncor believes in good faith based upon the advice of its      
outside legal counsel that failure to take such action would reasonably be      
expected to constitute a breach of the fiduciary duties of the Board of         
Directors of Syncor under Applicable Laws, the Board of Directors of Syncor may 
(subject to this, the following sentences and Section 5.3(a)) withdraw, modify  
or change, in a manner adverse to Cardinal, the Syncor Board Recommendation     
and/or comply with Rule 14e-2 under the Exchange Act with respect to a Competing
Transaction, provided that Syncor gives Cardinal three business days' prior     
written notice of its intention to do so (provided that the foregoing shall in  
no way limit or otherwise affect Cardinal's right to terminate this Agreement   
pursuant to Section 7.1(d), except as set forth in Section 5.3(a)). Any such    
withdrawal, modification or change of the Syncor Board Recommendation shall not 
change the approval of the Board of Directors of Syncor for purposes of causing 
any state takeover statute or other state law to be inapplicable to the         
transactions contemplated by this Agreement, including the Merger or the Support
Agreements, or change the obligation of Syncor to present this Agreement for    
approval at the duly called Syncor Stockholders Meeting on the earliest         
practicable date determined in consultation with Cardinal. From and after the   
execution of this Agreement, Syncor shall promptly advise Cardinal in writing of
the receipt, directly or indirectly, of any inquiries or proposals or the       
participation by or on behalf of Syncor in any discussions or negotiations,     
relating to a Competing Transaction (including, in each case, the specific terms
and status thereof and the identity of the other person or persons involved) and
promptly furnish to Cardinal a copy of any such written proposal in addition to 
any information provided to or by any third party relating thereto. All         
information provided to Cardinal under this Section 5.3(d) shall be kept        
confidential by Cardinal in accordance with the terms of the Confidentiality    
Agreement. In addition, Syncor shall promptly advise                            
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Cardinal, in writing, if the Board of Directors of Syncor shall make any        
determination as to any Competing Transaction as contemplated by the proviso to 
the first sentence of this Section 5.3(d). Furthermore, nothing contained in    
this Section 5.3(d) shall prohibit Syncor from making disclosure (and such      
disclosure in and of itself shall not be deemed to be a Syncor Change in        
Recommendation) of the fact that a Competing Transaction has been proposed, the 
identity of the person making such proposal or the material terms of such       
proposal in the Registration Statement or the Proxy Statement only to the extent
the disclosure of such facts, identity or terms is required under Applicable    
Laws and only following prior consultation by Syncor with Cardinal regarding any
such proposed disclosure.                                                       

(e) Affiliates of Syncor.  Syncor shall use reasonable best efforts to
cause each such person that will be, at the Effective Time or was on the date of
this Agreement, an "affiliate" of Syncor for purposes of Rule 145 under the     
Securities Act to execute and deliver to Cardinal, no less than ten days prior  
to the date of the Syncor Stockholders Meeting, the written undertakings in the 
form attached as Exhibit A to this Agreement (the "Syncor Affiliate Letter"). No
later than 15 days prior to such date, Syncor, after consultation with its      
outside legal counsel, shall provide Cardinal with a letter (reasonably         
satisfactory to outside legal counsel to Cardinal) specifying all of the        
individuals or entities that, in Syncor's opinion, may be deemed to be          
affiliates of Syncor under the preceding sentence. The foregoing                
notwithstanding, Cardinal shall be entitled to place legends as specified in the
Syncor Affiliate Letter on the certificates evidencing any of the Cardinal      
Common Shares to be received by (i) any such affiliate of Syncor specified in   
such letter or (ii) any person Cardinal in consultation with its outside legal  
counsel reasonably identifies (by written notice to Syncor and following        
discussions and consultation with Syncor's outside legal counsel) as being a    
person that is an affiliate, pursuant to the terms of this Agreement, and to    
issue appropriate stop transfer instructions to the transfer agent for the      
Cardinal Common Shares, consistent with the terms of the Syncor Affiliate       
Letters, regardless of whether such person has executed a Syncor Affiliate      
Letter and regardless of whether such person's name appears on the letter to be 
delivered pursuant to the preceding sentence.                                   

(f) Access.  Subject to legal and contractual restrictions (including,
without limitation, under Antitrust Laws), upon reasonable notice throughout the
period prior to the earlier of the Effective Time or the date of termination of 
this Agreement, Syncor shall permit representatives of Cardinal to have         
reasonable access during normal business hours to Syncor's premises, properties,
books, records, contracts and documents. Cardinal will keep the information     
obtained pursuant to this Section 5.3(f) confidential pursuant to the terms of  
the Confidentiality Agreement and shall cause its directors, officers and       
employees and representatives or advisors who receive any portion thereof to    
keep all such information confidential, in accordance with the terms of the     
Confidentiality Agreement. Cardinal will use reasonable best efforts to minimize
any disruption to the businesses of Syncor and its subsidiaries that may result 
from the requests for access, data and information hereunder. Cardinal shall    
afford to Syncor's directors, officers, employees, and representatives or       
advisors reasonable access during normal business hours upon reasonable notice, 
to its directors, officers, employees, and books and records to the extent      
reasonably necessary in connection with the preparation of the Proxy Statement. 
No investigation conducted pursuant to this Section 5.3(f) shall affect or be   
deemed to modify any representation or warranty made in this Agreement. Syncor  
acknowledges that Cardinal intends to continue its due diligence efforts until  
the Closing Date and Syncor agrees that it will provide its full cooperation in 
order to give Cardinal a level of access consistent with that provided during   
the investigation related to the Syncor Disclosure Matter (defined below) and   
with the preceding four sentences of Section 5.3(f) so that Cardinal may        
complete as much of its due diligence as reasonably possible prior to the Syncor
Stockholder Meeting, it being agreed that the level of access provided prior to 
December 3, 2002 during the investigation related to the Syncor Disclosure      
Matter has been consistent with the preceding four sentences of Section 5.3(f)  
and that level of access accorded by Syncor during the investigation related to 
the Syncor Disclosure Matter shall be the level of access to be provided in     
connection with Cardinal's continued due diligence efforts.                     

  (g) Subsequent Financial Statements.  Syncor shall consult with Cardinal
prior to making publicly available its financial results for any period after   
the date of this Agreement and prior to filing any Syncor SEC Documents after   
the date of this Agreement (other than routine filings pursuant to Rule 425     
under the Securities Act or Rule 14a-12 under the Exchange Act).                

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ARTICLE VI. 

CONDITIONS

6.1.  Conditions to the Obligations of Each Party.  The obligations of
Syncor, Cardinal and Subcorp to consummate the Merger shall be subject to the   
satisfaction (or to the extent legally permissible, waiver) of the following    
conditions:                                                                     

          (a) This Agreement, shall have been approved by Syncor Stockholders in
the manner required by Applicable Laws.                               

        (b) Any applicable waiting periods under the HSR Act relating to the
Merger and the transactions contemplated by this Agreement shall have 
 expired or been terminated, and any other approvals of any Governmental
     Authority shall have been obtained, except for such approvals (unrelated to
   Antitrust Laws) the failure of which to obtain would not, individually or
     in the aggregate, result in the imposition of any fine or penalty except in
immaterial amounts.                                                   

       (c) No provision of any Applicable Law and no judgment, injunction,
  order or decree of a Governmental Authority shall prohibit or enjoin the
consummation of the Merger or the transactions contemplated by this   
     Agreement or limit the ownership or operation by Cardinal, Syncor or any of
    their respective subsidiaries of any material portion of the businesses or
assets of Cardinal or Syncor.                                         

 (d) There shall not be pending any Action by any Governmental
Authority (i) challenging or seeking to restrain or prohibit the      
     consummation of the Merger or any of the other transactions contemplated by
   this Agreement, (ii) seeking to prohibit or limit in any material respect
   the ownership or operation by Cardinal, Syncor or any of their respective
   subsidiaries of, or to compel Cardinal, Syncor or any of their respective
  subsidiaries to dispose of or hold separate, any material portion of the
business or assets of Cardinal, Syncor or any of their respective     
  subsidiaries, as a result of the Merger or any of the other transactions
    contemplated by this Agreement, except in the case of this clause (ii) for
    such prohibitions, limitations, dispositions or holdings that would not be
     deemed to constitute a Material Adverse Effect under Section 5.1(a)(iv), or
   (iii) seeking to impose limitations on the ability of Cardinal to acquire
 or hold, or exercise full rights of ownership of, any shares of capital
 stock of the Surviving Corporation, including the right to vote capital
     stock of the Surviving Corporation on all matters properly presented to the
stockholders of the Surviving Corporation.                            

     (e) The Commission shall have declared the Registration Statement
effective under the Securities Act, and no stop order or similar      
restraining order suspending the effectiveness of the Registration    
   Statement shall be in effect and no proceedings for such purpose shall be
pending before or threatened by the Commission or any state securities
administrator.                                                        

      (f) The Cardinal Common Shares to be issued in the Merger and upon
    exercise of Cardinal Exchange Options shall have been approved for listing
on the NYSE, subject to official notice of issuance.                  

       (g) Syncor shall have received the opinion of Skadden, Arps, Slate,
  Meagher & Flom LLP, dated as of the Closing Date, to the effect that (i)
the Merger will constitute a "reorganization" (within the meaning of  
    Section 368(a) of the Code) and (ii) no gain or loss will be recognized by
    Syncor Stockholders upon the receipt of Cardinal Common Shares in exchange
for shares of Syncor Common Stock pursuant to the Merger, except with 
    respect to cash received in lieu of fractional share interests in Cardinal
Common Shares.                                                        

  6.2.  Conditions to Obligations of Syncor.  The obligations of Syncor to
consummate the Merger and the transactions contemplated by this Agreement shall 
be subject to the satisfaction of the following conditions unless waived by     
Syncor:                                                                         

          (a) Each of the representations and warranties of each of Cardinal and
    Subcorp set forth in Article III shall be true and correct in all respects
(but without regard to any materiality qualifications or references to
Material Adverse Effect contained in any specific representation or   
warranty) on the date of                                              

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   this Agreement and on and as of the Closing Date as though made on and as
     of the Closing Date (except for representations and warranties made as of a
specified date, the accuracy of which will be determined as of the    
   specified date), except where any such failure of the representations and
  warranties in the aggregate to be true and correct in all respects would
   not reasonably be expected to have a Material Adverse Effect on Cardinal.

         (b) Each of Cardinal and Subcorp shall have performed in all material
respects each obligation and agreement and shall have complied in all 
   material respects with each covenant to be performed and complied with by
it under this Agreement at or prior to the Effective Time.            

       (c) Each of Cardinal and Subcorp shall have furnished Syncor with a
    certificate dated the Closing Date signed on behalf of it by the Chairman,
    President or any Vice President of Cardinal and Subcorp, as applicable, to
     the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have
been satisfied.                                                       

(d) Since the date of this Agreement, except to the extent  
 contemplated by Section 3.11 to the Cardinal Disclosure Schedule, there
    shall not have been events or occurrences individually or in the aggregate
that would be a Material Adverse Effect on Cardinal.                  

   6.3.  Conditions to Obligations of Cardinal and Subcorp.  The obligations
of Cardinal and Subcorp to consummate the Merger and the other transactions     
contemplated by this Agreement shall be subject to the satisfaction of the      
following conditions unless waived by Cardinal:                                 

         (a) Each of the representations and warranties of Syncor set forth in
 Article IV (other than the representations and warranties of Syncor set
forth in the first three sentences of Section 4.4) shall be true and  
correct in all respects (but without regard to any materiality        
  qualifications or references to Material Adverse Effect contained in any
   specific representation or warranty) on the date of this Agreement and on
 and as of the Closing Date as though made on and as of the Closing Date
     (except for representations and warranties made as of a specified date, the
accuracy of which will be determined as of the specified date), except
where any such failure of the representations and warranties in the   
  aggregate to be true and correct in all respects would not reasonably be
   expected to have a Material Adverse Effect on Syncor. The representations
    and warranties of Syncor set forth in the first three sentences of Section
 4.4 shall be true and correct (subject to de minimis exceptions) on the
    date of this Agreement and on and as of the Closing Date as though made on
    and as of the Closing Date (except for representations and warranties made
    as of a specified date, the accuracy of which will be determined as of the
specified date).                                                      

 (b) Syncor shall have performed in all material respects each
   obligation and agreement and shall have complied in all material respects
with each covenant to be performed and complied with by it under this 
Agreement at or prior to the Effective Time; it being agreed that any 
failure to so perform or comply with (x) Section 5.3(c) of the Merger 
   Agreement prior to December 3, 2002 or (y) after December 3, 2002, to the
     extent permitted pursuant to Annex I to Amendment No. 2, in each case, as a
result of the Syncor Disclosure Matter, shall not be included in      
     determining whether the condition set forth in this Section 6.3(b) has been
satisfied.                                                            

         (c) Syncor shall have furnished Cardinal with a certificate dated the
  Closing Date signed on its behalf by its Chairman, President or any Vice
  President to the effect that the conditions set forth in Sections 6.3(a)
and 6.3(b) have been satisfied.                                       

(d) Since the date of this Agreement, except to the extent  
     contemplated by Section 4.12 to the Syncor Disclosure Schedule, there shall
     not have been events or occurrences, individually or in the aggregate, that
would be a Material Adverse Effect on Syncor.                         

         (e) A guilty plea (the "Plea") shall have been entered into by Syncor
     Taiwan, Inc. pursuant to the agreement (the "Agreement"), dated December 3,
2002, between counsel for Syncor and the United States Department of  
Justice (the "DOJ") and the plea agreement, dated December 3, 2002    
    (together with the Agreement, the "DOJ Agreement"), between Syncor Taiwan,
Inc. and the DOJ, and the DOJ Agreement shall have remained in effect 
without modification to the terms thereof; except any such            

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   modification that would not (i) be materially adverse to Cardinal or (ii)
have a Material Adverse Effect on Syncor;                             

ARTICLE VII.

TERMINATION AND AMENDMENT 

    7.1.  Termination.  This Agreement may be terminated and the Merger may be
abandoned at any time prior to the Effective Time (notwithstanding any approval 
of this Agreement by Syncor Stockholders):                                      

(a) by mutual written consent of Cardinal and Syncor;       

 (b) by either Cardinal or Syncor if there shall be any law or
regulation that makes consummation of the Merger illegal or otherwise 
   prohibited, or if any judgment, injunction, order or decree of a court or
  other competent Governmental Authority enjoining Cardinal or Syncor from
consummating the Merger shall have been entered and such judgment,    
injunction, order or decree shall have become final and nonappealable;
 provided that the party seeking to terminate this Agreement pursuant to
   this Section 7.1(b) shall have used its reasonable best efforts to remove
such order, decree, ruling or injunction;                             

      (c) by either Cardinal or Syncor if the Merger shall not have been
    consummated before the date that is the earlier of (x) the date that is 23
 business days (within the meaning of Rule 14d-1(g)(3) of the Securities
   Exchange Act of 1934) following the date that the Commission declares the
    final post-effective amendment to the Registration Statement effective and
 (y) March 21, 2003; provided, further, that the right to terminate this
    Agreement under this Section 7.1(c) shall not be available to any party to
  this Agreement whose failure or whose affiliate's failure to perform any
     material covenant or obligation under this Agreement (a "Material Failure")
   has been the primary cause of or resulted in the failure of the Merger to
   occur on or before such date, it being agreed that any failure to perform
     or comply with (i) Section 5.3(c) of the Merger Agreement prior to December
     3, 2002, or (ii) after December 3, 2002, to the extent permitted by Annex I
to Amendment No. 2, in each case, as a result of the Syncor Disclosure
Matter, shall not be deemed a Material Failure;                       

   (d) by Cardinal (i) if there shall have been a Syncor Change in
    Recommendation or (ii) if the Syncor Board of Directors shall have refused
 to affirm the Syncor Board Recommendation within 20 days of any written
request from Cardinal.                                                

    (e) by Cardinal or Syncor if, at the Syncor Stockholders Meeting
    (including any adjournment or postponement thereof), the requisite vote of
     Syncor Stockholders to approve this Agreement shall not have been obtained;

        (f) by Cardinal if there has been a violation or breach by Syncor of
any agreement, covenant, representation or warranty contained in this 
Agreement that has prevented or would prevent the satisfaction of the 
    conditions set forth in Sections 6.3(a) and (b) at the time of such breach
   or violation and such violation or breach has not been waived by Cardinal
    nor cured by Syncor prior to the earlier of (i) 20 business days after the
    giving of written notice to Syncor of such breach and (ii) March 21, 2003;
or                                                                    

        (g) by Syncor if there has been a violation or breach by Cardinal of
any agreement, covenant, representation or warranty contained in this 
Agreement that has prevented or would prevent the satisfaction of the 
    conditions set forth in Sections 6.2(a) and (b) at the time of such breach
     or violation and such violation or breach has not been waived by Syncor nor
  cured by Cardinal prior to the earlier of (i) 20 business days after the
giving of written notice to Cardinal of such breach and (ii) March 21,
2003.                                                                 

7.2.  Effect of Termination.  In the event of the termination of this 
Agreement pursuant to Section 7.1, this Agreement, except for the provisions of 
the second sentence of Section 5.3(f) and the provisions of this Section 7.2 and
Sections 8.7, 8.8 and 8.11, shall become void and have no effect, without any   
liability on the part of any party to this Agreement or the directors, officers,
or stockholders or shareholders of any party to this Agreement, as the case may 
be. Notwithstanding the foregoing, nothing in this Section 7.2 shall relieve    

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any party to this Agreement of liability for an intentional and material breach 
of any provision of this Agreement, provided, however, that, if it shall be     
judicially determined that termination of this Agreement was caused by an       
intentional and material breach of this Agreement, then, in addition to other   
remedies at law or equity for breach of this Agreement, the party to this       
Agreement so found to have intentionally breached this Agreement shall indemnify
and hold harmless the other parties to this Agreement for their respective      
out-of-pocket costs, fees and expenses of their counsel, accountants, financial 
advisors and other experts and advisors as well as fees and expenses incident to
negotiation, preparation and execution of this Agreement and related            
documentation and shareholder meetings and consents (collectively, "Costs"). If 
this Agreement is terminated pursuant to Section 7.1(d) or Section 7.1(e), then 
Syncor will, within three business days following any such termination by       
Cardinal, or, in the case of a termination by Syncor, concurrently with such    
termination, pay to Cardinal in cash by wire transfer in immediately available  
funds to an account in the United States designated by Cardinal in reimbursement
for Cardinal's actual and documented reasonable Costs, an amount in cash up to  
but not in excess of $4,000,000 in the aggregate. If this Agreement is          
terminated pursuant to                                                          

      (a) Section 7.1(d) or Section 7.1(e) and at any time prior to such
 termination a bona fide proposal regarding a Competing Transaction with
    respect to Syncor shall not have been made to Syncor, nor shall there have
been any public disclosure of any bona fide proposal or expression of 
interest by a third party regarding a Competing Transaction, or       

      (b) Section 7.1(a) or Section 7.1(c) and at any time prior to such
 termination a bona fide proposal regarding a Competing Transaction with
     respect to Syncor shall have been made to Syncor, or any bona fide proposal
or expression of interest by a third party regarding a Competing      
Transaction shall have been publicly disclosed                        

and within six months after the date of any such termination Syncor enters into 
a letter of intent, agreement-in-principle, acquisition agreement or other      
similar agreement with respect to, or publicly announces, a Business Combination
(as defined below) or consummates a Business Combination, then Syncor will, upon
consummation of such Business Combination, pay to Cardinal in cash by wire      
transfer in immediately available funds to an account designated by Cardinal a  
termination fee in an amount equal to $24,125,000 (less amounts paid in         
reimbursement of Costs). If this Agreement is terminated pursuant to Section    
7.1(d) or Section 7.1(e), and at any time prior to such termination a bona fide 
proposal regarding a Competing Transaction with respect to Syncor shall have    
been made to Syncor, or any bona fide proposal or expression of interest by a   
third party regarding a Competing Transaction shall have been publicly          
disclosed, then (i) Syncor will, in the case of a termination by Cardinal,      
within three business days following any such termination or, in the case of a  
termination by Syncor, concurrently with such termination, pay to Cardinal in   
cash by wire transfer in immediately available funds to an account in the United
States designated by Cardinal a termination fee in an amount equal to           
$12,062,500 (less amounts paid in reimbursement of Costs); and, furthermore, if 
within 12 months after the date of any such termination Syncor enters into a    
letter of intent, agreement-in-principle, acquisition agreement or other similar
agreement with respect to, or publicly announces, a Business Combination or     
consummates a Business Combination, then Syncor will, upon the consummation of  
such Business Combination, pay to Cardinal in cash by wire transfer in          
immediately available funds to an account in the United States designated by    
Cardinal an additional termination fee in an amount equal to $12,062,500.       
"Business Combination" means (a) a merger, consolidation, share exchange,       
business combination or similar transaction involving Syncor as a result of     
which Syncor Stockholders, prior to such transaction, in the aggregate, cease to
own at least 60% of the voting securities of the entity surviving or resulting  
from such transaction (or the ultimate parent entity thereof), (b) a sale,      
lease, exchange, transfer or other disposition of more than 33% of the assets of
Syncor and its subsidiaries, taken as a whole, in a single transaction or a     
series of related transactions (other than to customers in the ordinary course  
of business or the disposition of all or part of the business or operations of  
CMI), or (c) the acquisition, by a person (other than Cardinal or any affiliate 
thereof) or "group" (as defined under Section 13(d) of the Exchange Act) of     
"beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) of more
than 33% of Syncor Common Stock, whether by tender or exchange offer or         
otherwise.                                                                      

7.3.  Amendment.  This Agreement may be amended by the parties to this
Agreement, by action taken or authorized by their respective Boards of          
Directors, at any time before or after approval of this Agreement by            

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Syncor Stockholders, but, after any such approval, no amendment shall be made   
that by law requires further approval or authorization by Syncor Stockholders   
without such further approval or authorization. Notwithstanding the foregoing,  
this Agreement may not be amended, except by an instrument in writing signed on 
behalf of each of the parties to this Agreement.                                

     7.4.  Extension; Waiver.  At any time prior to the Effective Time, Cardinal
(with respect to Syncor) and Syncor (with respect to Cardinal and Subcorp) by   
action taken or authorized by their respective Boards of Directors, may, to the 
extent legally allowed, (a) extend the time for the performance of any of the   
obligations or other acts of such party to this Agreement, (b) waive any        
inaccuracies in the representations and warranties contained in this Agreement  
or in any document delivered pursuant to this Agreement and (c) waive compliance
with any of the agreements or conditions contained in this Agreement. Any       
agreement on the part of a party to this Agreement to any such extension or     
waiver shall be valid only if set forth in a written instrument signed on behalf
of such party to this Agreement.                                                

ARTICLE VIII. 

MISCELLANEOUS 

    8.1.  Survival of Representations and Warranties.  The representations and
warranties made in this Agreement by the parties to this Agreement shall not    
survive the Effective Time. This Section 8.1 shall not limit any covenant or    
agreement of the parties to this Agreement, which by its terms contemplates     
performance after the Effective Time or after the termination of this Agreement.

   8.2.  Notices.  All notices and other communications under this Agreement
shall be in writing and shall be deemed given if delivered personally,          
telecopied (which is confirmed) or dispatched by a nationally recognized        
overnight courier service to the parties to this Agreement at the following     
addresses (or at such other address for a party to this Agreement as shall be   
specified by like notice):                                                      

(a) if to Cardinal or Subcorp:                                        

Cardinal Health, Inc.                                         
7000 Cardinal Place                                           
Dublin, Ohio 43017                                            
Attention: Paul S. Williams                                   
                 Executive Vice President, Chief Legal Officer & Secretary
Telecopy No.: (614) 757-6948                                  

with a copy to                                                

David A. Katz, Esq.                                           
Wachtell, Lipton, Rosen & Katz                                
51 West 52nd Street                                           
New York, New York 10019                                      
Telecopy No.: (212) 403-2000                                  

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(b) if to Syncor:                                           

Syncor International Corporation                    
6464 Canoga Avenue                                  
Woodland Hills, CA 91367                            
Attention: Robert G. Funari                         
       President and Chief Executive Officer
Telecopy No.: (818) 737-4826                        

with a copy to                                      

Paul T. Schnell, Esq.                               
Richard J. Grossman, Esq.                           
Skadden, Arps, Slate, Meagher & Flom LLP            
Four Times Square                                   
New York, New York 10036                            
Telecopy No.: (212) 735-2000                        

 8.3.  Interpretation.  When a reference is made in this Agreement to an
Article or Section, such reference shall be to an Article or Section of this    
Agreement unless otherwise indicated. The headings, the table of contents and   
the index of defined terms contained in this Agreement are for reference        
purposes only and shall not affect in any way the meaning or interpretation of  
this Agreement. Whenever the words "include," "includes," or "including" are    
used in this Agreement, they shall be deemed to be followed by the words        
"without limitation." A "Material Adverse Effect" with respect to any party to  
this Agreement shall be deemed to occur if there shall have been a material     
adverse effect on the business, financial condition or results of operations of 
such party to this Agreement and its subsidiaries, taken as a whole, except to  
the extent that such adverse effect results from (a) changes (i) in prevailing  
interest rates in the United States or financial market conditions in the United
States, (ii) in general economic conditions in the United States or (iii) in    
GAAP; (b) any developments, changes or consequences relating to or that could   
arise from the actual or prospective renewal of (or failure to renew) the BMS   
Contract, any new terms that may be negotiated in any proposed or actual amended
or new BMS Contract, any negotiations with BMS (or the substitute counterparty) 
directly relating to the BMS Contract or any amendment to the BMS Contract or a 
new BMS Contract, in each case, regardless of whether or not BMS owns the       
product covered by the BMS Contract; (c) any developments, changes or           
consequences relating to the process for the possible sale of all or a portion  
of the business of CMI (the "CMI Business"), including the failure to sell all  
or any portion of the CMI Business, the level of interest of any parties in     
pursuing a sale or the value or other terms for a sale indicated by such        
parties, and the pricing or other terms of any such sale, or the effect of any  
accounting charges, adjustments and changes ("CMI Changes") set forth in Section
5.3(c) to the Syncor Disclosure Schedule; or (d) the Syncor Disclosure Matter.  
For the purposes of this Agreement, in determining whether there has been a     
Material Adverse Effect on Syncor, any changes to or developments regarding the 
CMI Business shall be measured solely against the actual results of the CMI     
Business for the fiscal year ended December 31, 2001. A "subsidiary" means, when
used with respect to any party to this Agreement, any corporation or other      
organization, incorporated or unincorporated, (a) of which such party to this   
Agreement or any of its subsidiaries is a general partner (excluding            
partnerships, the general partnership interests of which held by such party to  
this Agreement or any of its subsidiaries do not have 50% or more of the voting 
interests in such partnership) or (b) 50% or more of the securities or other    
interests of which having by their terms ordinary voting power to elect at least
50% of the board of directors or others performing similar functions with       
respect to such corporation or other organization is, directly or indirectly,   
owned or controlled by such party to this Agreement or one or more of its       
subsidiaries (or, if there are no such voting securities or interests, 50% or   
more of the equity interests of which is, directly or indirectly, owned or      
controlled by such party to this Agreement or one or more of its subsidiaries). 
With respect to Syncor, "knowledge" shall mean the actual knowledge of the      
individuals set forth in Section 8.3 to the Syncor Disclosure Schedule. With    
respect to Cardinal, "knowledge" shall mean the actual knowledge of the         
individuals set forth in Section 8.3 to the Cardinal Disclosure Schedule. The   
"Syncor Disclosure Matter" shall mean (x) the information set forth in          

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the written reports prepared by Ernst & Young LLP; Skadden, Arps, Slate, Meagher
& Flom LLP; and PricewaterhouseCoopers LLP relating to Syncor's and its         
subsidiaries' operations outside of the continental United States, Alaska and   
Hawaii as disclosed to each of the DOJ, the Commission and Cardinal (or its     
outside legal counsel), (y) any Actions, judgments, settlements, fines,         
penalties or orders by or before any Governmental Authority, whether existing,  
pending, threatened or hereafter arising (and including the terms and status    
thereof), arising from the matters identified in clause (x) above or the        
disclosure, fiduciary, contractual or other obligations of the Parties and their
subsidiaries and their respective directors, officers, employees and            
representatives relating to the matters identified in clause (x) above,         
including the Actions listed on Annex II to Amendment No. 2, and (z) any costs, 
fees and expenses of Syncor or its subsidiaries relating to the investigation of
the matters identified in clauses (x) and (y) above; the renegotiation of the   
Merger Agreement; the solicitation of proxies after December 3, 2002; and any   
pre-existing indemnity rights of any directors, officers, employees and         
representatives of Syncor or of any of its subsidiaries in connection with any  
of the matters identified in clauses (x) and (y).                               

    8.4.  Counterparts.  This Agreement may be executed in counterparts, which
together shall constitute one and the same Agreement. The parties to this       
Agreement may execute more than one copy of this Agreement, each of which shall 
constitute an original.                                                         

  8.5.  Entire Agreement.  This Agreement (including the documents and the
instruments relating to the Merger referred to in this Agreement), the Support  
Agreements and the Confidentiality Agreement constitute the entire agreement    
among the parties to this Agreement and supersede all prior agreements and      
understandings, agreements or representations by or among the parties to this   
Agreement, written and oral, with respect to the subject matter of this         
Agreement and thereof. With respect to the transactions contemplated by this    
Agreement and the subject matter of this Agreement, neither Cardinal and its    
affiliates nor Syncor and its affiliates makes any representations or warranties
other than those set forth in this Agreement.                                   

 8.6.  Third-Party Beneficiaries.  Except for the agreement set forth in
Section 5.2(c), nothing in this Agreement, express or implied, is intended or   
shall be construed to create any third-party beneficiaries.                     

    8.7.  Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the         
principles of conflicts of laws thereof. All actions and proceedings arising out
of or relating to this Agreement shall be heard and determined in any state or  
federal court sitting in the State of Delaware.                                 

8.8.  Consent to Jurisdiction; Venue.                                 

(a) Each of the parties to this Agreement irrevocably submits to the  
exclusive jurisdiction of the state courts of Delaware and to the jurisdiction  
of the United States District Court for the District of Delaware, for the       
purpose of any action or proceeding arising out of or relating to this Agreement
and each of the parties to this Agreement irrevocably agrees that all claims in 
respect to such action or proceeding may be heard and determined exclusively in 
any Delaware state or federal court sitting in the State of Delaware. Each of   
the parties to this Agreement agrees that a final non-appealable judgment in any
action or proceeding shall be conclusive and may be enforced in other           
jurisdictions by suit on the judgment or in any other manner provided by law.   

(b) Each of the parties to this Agreement irrevocably consents to the 
service of any summons and complaint and any other process in any other action  
or proceeding relating to the Merger, on behalf of itself or its property, by   
the personal delivery of copies of such process to such party to this Agreement.
Nothing in this Section 8.8 shall affect the right of any party to this         
Agreement to serve legal process in any other manner permitted by law.          

8.9.  Specific Performance.  The transactions contemplated by this    
Agreement are unique. Accordingly, each of the parties to this Agreement        
acknowledges and agrees that, in addition to all other remedies to which it may 
be entitled, each of the parties to this Agreement is entitled to the fullest   
extent permitted by Applicable Laws to an injunction restraining such breach,   
violation or default or threatened breach, violation or default and to any other
equitable relief, including, without limitation, specific performance, without  
bond                                                                            

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or other security being required in the event of a breach or violation of, or a 
default under, this Agreement, provided that such party to this Agreement is not
in material default hereunder.                                                  

     8.10.  Assignment.  Neither this Agreement nor any of the rights, interests
or obligations under this Agreement shall be assigned by any of the parties to  
this Agreement (whether by operation of law or otherwise) without the prior     
written consent of the other parties to this Agreement. Subject to the preceding
sentence, this Agreement shall be binding upon, inure to the benefit of and be  
enforceable by the parties to this Agreement and their respective successors and
assigns.                                                                        

   8.11.  Expenses.  Subject to the provisions of Section 7.2, all costs and
expenses incurred in connection with this Agreement and the transactions        
contemplated by this Agreement and thereby shall be paid by the party to this   
Agreement incurring such expenses.                                              

8.12.  Severability.  Any term or provision of this Agreement that is 
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be 
ineffective to the extent of such invalidity or unenforceability without        
rendering invalid or unenforceable the remaining terms and provisions of this   
Agreement in any other jurisdiction. If any provision of this Agreement is so   
broad as to be unenforceable, such provision shall be interpreted to be only so 
broad as is enforceable.                                                        

     IN WITNESS WHEREOF, Cardinal, Subcorp and Syncor have signed this Agreement
as of the date first written above.                                             

                         CARDINAL HEALTH, INC.

                                By:     /s/ ROBERT D. WALTER
                                            ------------------------------------
                                  Name: Robert D. Walter
                                     Title: Chairman and Chief
                     Executive

                       MUDHEN MERGER CORP.

                                By:     /s/ ROBERT D. WALTER
                                            ------------------------------------
                                  Name: Robert D. Walter
                           Title: Chairman

                                    SYNCOR INTERNATIONAL CORPORATION

                                By:     /s/ ROBERT G. FUNARI
                                            ------------------------------------
                                  Name: Robert G. Funari
                                      Title: President and Chief
                             Executive Officer

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                                                                       EXHIBIT A

                                                                           , 200

Cardinal Health, Inc.                                                           
7000 Cardinal Place                                                             
Dublin, Ohio 43017                                                              

Gentlemen:                                                                      

   The undersigned acknowledges that the undersigned has been advised, as of
the date hereof, the undersigned may be deemed to be an "affiliate" of Syncor   
International Corporation, a Delaware corporation ("Syncor"), as the term       
"affiliate" is used in and for purposes paragraphs (c) and (d) of Rule 145      
("Rule 145") promulgated by the Securities and Exchange Commission (the         
"Commission") under the Securities Act of 1933, as amended (including the rules 
and regulations thereunder, the "Securities Act"). Pursuant to the terms and    
subject to the conditions of the Agreement and Plan of Merger, dated as of      
         , 2002 (the "Agreement"), by and among Syncor, Cardinal Health, Inc.,
an Ohio corporation ("Cardinal"), and Mudhen Merger Corp., a Delaware           
corporation and a wholly owned subsidiary of Cardinal ("Subcorp"), Subcorp will 
be merged with and into Syncor (the "Merger"), all of the outstanding shares of 
common stock of Syncor, par value $0.05 per share ("Syncor Common Stock"), will 
be converted into common shares, without par value, of Cardinal ("Cardinal      
Common Shares"), and all unexpired and unexercised employee options to purchase 
capital stock of Syncor will become options to purchase Cardinal Common Shares  
("Cardinal Options"). In, or as a result of, the Merger, the undersigned will   
(a) receive Cardinal Common Shares in exchange for all of the shares of Syncor  
Common Stock owned by the undersigned immediately prior to the time of the      
effectiveness of the Merger (the "Effective Time"), and/or (b) receive Cardinal 
Options.                                                                        

     The undersigned acknowledges that, if the undersigned is an affiliate under
the Securities Act, the undersigned's ability to sell, assign or transfer       
Cardinal Common Shares and Cardinal Options beneficially owned by the           
undersigned as a result of the Merger may be restricted unless such transaction 
is registered under the Securities Act or an exemption from such registration is
available. The undersigned understands that such exemptions are limited, and, to
the extent the undersigned felt or feels necessary, the undersigned has obtained
or will obtain advice of counsel as to the nature and conditions of such        
exemptions, including information with respect to the applicability to the sale,
assignment or transfer of such securities of Rules 144 and 145(d) promulgated   
under the Securities Act.                                                       

     The undersigned agrees with Cardinal that the undersigned will not offer to
sell, sell, transfer or otherwise dispose of any of the Cardinal Common Shares  
or Cardinal Options (or shares issuable upon exercise thereof) beneficially     
owned by the undersigned as a result of the Merger except (a) in compliance with
the applicable provisions of Rule 145 or (b) pursuant to a registration         
statement under the Securities Act or (c) in a transaction that, in the opinion 
of Cardinal's general counsel or other independent counsel reasonably           
satisfactory to Cardinal or as described in a "no-action" or interpretive letter
from the Staff of the Commission, is not required to be registered under the    
Securities Act; provided, however, that, for so long as the undersigned holds   
any Cardinal Common Shares as to which the undersigned is subject to the        
limitations of Rule 145 and to the extent applicable, Rule 144 promulgated under
the Securities Act, Cardinal will use its reasonable efforts to (i) file all    
reports required to be filed by it pursuant to the Securities Exchange Act of   
1934, as amended, and the rules and regulations thereunder, as the same shall be
in effect at the time, so as to satisfy the requirements of paragraph (c) of    
Rule 144 promulgated under the Securities Act that there be available current   
public information with respect to Cardinal, and (ii) furnish to the undersigned
upon request a written statement as to whether Cardinal has complied with such  
reporting requirements during the 12 months preceding any proposed sale of      
Cardinal Common Shares by the undersigned under Rule 145 and to the extent      
applicable, Rule 144, and (b) otherwise use its reasonable efforts to make      
available to the undersigned the exemption afforded by Rule 145 and, to extend  
applicable, Rule 144 promulgated under the Securities Act with respect to the   
sale, transfer or other disposition of the Cardinal Common Shares. For purposes 
of this letter agreement, the exercise of a Cardinal Option shall not constitute
a "disposition" of such Cardinal Option.                                        

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Cardinal Health, Inc.                                                           
, 200                                                       
Page  2                                                                         

    In the event of a sale or other disposition by the undersigned of Cardinal
Common Shares or Cardinal Options pursuant to Rule 145, if requested by         
Cardinal, the undersigned will supply Cardinal with evidence of compliance with 
Rule 145, in the form of a letter in the form of Annex I to this letter         
agreement or the opinion of counsel or interpretive letter referred to above.   
The undersigned understands that Cardinal may instruct its transfer agent to    
withhold the transfer of any Cardinal Common Shares or Cardinal Options disposed
of by the undersigned in violation of the terms of this letter agreement, but   
that, upon receipt of such evidence of compliance or the availability of an     
exemption from registration under the Securities Act, Cardinal shall cause the  
transfer agent to effectuate the transfer of Cardinal Common Shares or Cardinal 
Options sold.                                                                   

  The undersigned acknowledges and agrees that appropriate legends will be
placed on certificates, if any representing Cardinal Common Shares received by  
the undersigned in the Merger or held by a transferee thereof or upon exercise  
of a Cardinal Option, Cardinal and the undersigned and agree that any such      
legends set forth in this paragraph shall be removed by delivery of substitute  
certificates without such legends and/or any transfer instructions will be      
lifted (a) if one year shall have elapsed from the date of the Merger and the   
provisions of Rule 145(d)(2) promulgated under the Securities Act are then      
available to the undersigned, (b) two years shall have elapsed from the date of 
the Merger and the provision of Rule 145(d)(3) are then applicable to the       
undersigned, or (c) if the undersigned shall have delivered to Cardinal (i) a   
copy of a "no action" letter or interpretive letter from the Staff of the       
Commission, or an opinion of counsel in form and substance reasonably           
satisfactory to Cardinal from independent counsel reasonably satisfactory to    
Cardinal, to the effect that such legend is not required for purposes of the    
Securities Act or (ii) a written statement that the Cardinal Common Shares      
represented by such certificates are being or have been sold in conformity with 
the provisions of Rule 145(d) promulgated under the Securities Act or pursuant  
to an effective registration statement under the Securities Act.                

  The undersigned acknowledges that (a) the undersigned has carefully read
this letter agreement and has been advised of and understands the requirements  
hereof and the limitations imposed upon the distribution, sale, transfer or     
other disposition of Cardinal Common Shares and Cardinal Options, and (b) the   
receipt by Cardinal of this letter agreement is an inducement to Cardinal to    
enter into the Agreement and consummate the transactions contemplated by the    
Agreement. This letter agreement shall expire and be of no force or effect upon 
termination of the Agreement prior to the Effective Time.                       

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Cardinal Health, Inc.                                                           
, 200                                                       
Page  3                                                                         

    Execution of this letter should not be considered an admission on the part
of the undersigned of "affiliate" status as described in the first paragraph of 
this letter agreement, or as a waiver of any rights the undersigned may have to 
object to any claim that the undersigned is such an affiliate on or after the   
date of this letter agreement.                                                  

                     Very truly yours,

                                          --------------------------------------
          [Name]

Accepted and agreed this                                                        
day of           , 200                                                      

CARDINAL HEALTH, INC.                                                           

By:                                                                             
--------------------------------------------------------                
Name:                                                                   
Title:                                                                  

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                                                                      ANNEX I TO
                                                                       EXHIBIT A

, 200 

Cardinal Health, Inc.                                                           
7000 Cardinal Place                                                             
Dublin, Ohio 43017                                                              
Attention: Corporate Secretary                                                  

On          , 200  , the undersigned sold the securities of Cardinal  
Health, Inc. ("Cardinal") described below in the space provided for that purpose
(the "Securities"). The Securities were acquired by the undersigned in          
connection with the merger of Mudhen Merger Corp. with and into Syncor          
International Corporation.                                                      

   Based upon the most recent report or statement filed by Cardinal with the
Securities and Exchange Commission, the Securities sold by the undersigned were 
within the prescribed limitations set forth in paragraph (e) of Rule 144        
promulgated under the Securities Act of 1933, as amended (the "Act").           

     The undersigned hereby represents to Cardinal that the Securities were sold
in "brokers' transactions" within the meaning of Section 4(4) of the Act or in  
transactions directly with a "market maker" as defined in Section 3(a)(38) of   
the Securities Exchange Act of 1934, as amended. The undersigned further        
represents to Cardinal that the undersigned has not solicited or arranged for   
the solicitation of orders to buy the Securities, and that the undersigned has  
not made any payment in connection with the offer or sale of the Securities to  
any person other than to the broker who executed the order in respect of such   
sale.                                                                           

                     Very truly yours,

DESCRIPTION OF SECURITIES SOLD:                                                 

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                                                                      APPENDIX D

[LETTERHEAD OF SALOMON SMITH BARNEY INC.] 

December 3, 2002                                                                

The Board of Directors                                                          
Syncor International Corporation                                                
6464 Canoga Avenue                                                              
Woodland Hills, California 91367                                                

Members of the Board:                                                           

   You have requested our opinion as to the fairness, from a financial point
of view, to the holders of the common stock of Syncor International Corporation 
("Syncor") of the Exchange Ratio (defined below) set forth in the Agreement and 
Plan of Merger, dated as of June 14, 2002 (the "Original Merger Agreement"), as 
amended as of December 3, 2002 (as so amended, the "Amended Merger Agreement"), 
among Cardinal Health, Inc. ("Cardinal"), Mudhen Merger Corp., a wholly owned   
subsidiary of Cardinal ("Merger Sub"), and Syncor. As more fully described in   
the Amended Merger Agreement, (i) Merger Sub will be merged with and into Syncor
(the "Merger") and (ii) each outstanding share of the common stock, par value   
$0.05 per share, of Syncor ("Syncor Common Stock") will be converted into the   
right to receive 0.47 (the "Exchange Ratio") of a share of the common stock,    
without par value, of Cardinal ("Cardinal Common Shares").                      

  In arriving at our opinion, we reviewed the Amended Merger Agreement and
certain related agreements and held discussions with certain senior officers,   
directors and other representatives and advisors of Syncor and certain senior   
officers and other representatives and advisors of Cardinal concerning the      
businesses, operations and prospects of Syncor and Cardinal. We examined certain
publicly available business and financial information relating to Syncor and    
Cardinal as well as certain financial forecasts and other information and data  
with respect to Syncor and certain publicly available financial forecasts and   
other information and data with respect to Cardinal, which were provided to or  
otherwise discussed with us by the managements of Syncor and Cardinal, including
certain information relating to the potential strategic implications and        
operational benefits anticipated by the management of Syncor to result from the 
Merger. We reviewed the financial terms of the Merger as set forth in the       
Amended Merger Agreement in relation to, among other things: current and        
historical market prices and trading volumes of Syncor Common Stock and Cardinal
Common Shares; historical and projected earnings and other operating data of    
Syncor and Cardinal; and the capitalization and financial condition of Syncor   
and Cardinal. We considered, to the extent publicly available, the financial    
terms of other transactions effected which we considered relevant in evaluating 
the Merger and analyzed certain financial, stock market and other publicly      
available information relating to the businesses of other companies whose       
operations we considered relevant in evaluating those of Syncor and Cardinal. We
also evaluated the potential pro forma financial impact of the Merger on        
Cardinal. In addition to the foregoing, we conducted such other analyses and    
examinations and considered such other financial, economic and market criteria  
as we deemed appropriate in arriving at our opinion.                            

   In rendering our opinion, we have assumed and relied, without independent
verification, upon the accuracy and completeness of all financial and other     
information and data publicly available or furnished to or otherwise reviewed by
or discussed with us. With respect to financial forecasts and other information 
and data relating to Syncor provided to or otherwise discussed with us and used 
in our analysis, we have been advised by the management of Syncor that such     
financial forecasts and other information and data were reasonably prepared on  
bases reflecting the best currently available estimates and judgments of the    
management of Syncor as to the future financial performance of Syncor. With     
respect to publicly available financial forecasts and other information and data
relating to Cardinal provided to or otherwise discussed with us and used in our 
analysis, we have been advised by the management of Cardinal that such forecasts
and other information and data represent reasonable estimates as to the future  
financial performance of Cardinal. We have assumed, with your consent, that the 
Merger will be consummated in accordance with its terms without waiver,         
modification or amendment of any material term, condition or agreement and that,
in the course of obtaining the necessary                                        

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The Board of Directors                                                          
Syncor International Corporation                                                
December 3, 2002                                                                
Page  2                                                                         

regulatory or third party approvals and consents for the Merger, no delay,      
limitation, restriction or condition will be imposed other than as specified in 
the Amended Merger Agreement and related documents. We also have assumed, with  
your consent, that the Merger will be treated as a reorganization for federal   
income tax purposes. We are not expressing any opinion as to what the value of  
Cardinal Common Shares actually will be when issued in the Merger or the prices 
at which Cardinal Common Shares will trade or otherwise be transferable at any  
time. We have not made or been provided with an independent evaluation or       
appraisal of the assets or liabilities (contingent or otherwise) of Syncor or   
Cardinal nor have we made any physical inspection of the properties or assets of
Syncor or Cardinal. In connection with our engagement, and at the request of    
Syncor, we held preliminary discussions with selected third parties prior to the
date on which the Original Merger Agreement was executed regarding the possible 
acquisition of Syncor. Our opinion does not address the relative merits of the  
Merger as compared to any alternative business strategies that might exist for  
Syncor or the effect of any other transaction in which Syncor might engage. Our 
opinion is necessarily based upon information available to us, and financial,   
stock market and other conditions and circumstances existing and disclosed to   
us, as of the date hereof.                                                      

Salomon Smith Barney Inc. has acted as financial advisor to Syncor in 
connection with the proposed Merger and will receive a fee for such services, a 
significant portion of which is contingent upon the consummation of the Merger. 
We also will receive a fee upon delivery of this opinion. We and our affiliates 
in the past have provided, and currently are providing, services to Syncor      
unrelated to the proposed Merger, for which services we have received, and      
expect to receive, compensation. We and our affiliates also in the past have    
provided, and may in the future provide, services to Cardinal unrelated to the  
proposed Merger, for which services we have received, and may receive,          
compensation. In the ordinary course of our business, we and our affiliates may 
actively trade or hold the securities of Syncor and Cardinal for our own account
or for the account of our customers and, accordingly, may at any time hold a    
long or short position in such securities. In addition, we and our affiliates   
(including Citigroup Inc. and its affiliates) may maintain relationships with   
Syncor, Cardinal and their respective affiliates.                               

     Our advisory services and the opinion expressed herein are provided for the
information of the Board of Directors of Syncor in its evaluation of the        
proposed Merger, and our opinion is not intended to be and does not constitute a
recommendation to any stockholder as to how such stockholder should vote or act 
on the proposed Merger or as to any other matters relating to the Merger.       

Based upon and subject to the foregoing, our experience as investment 
bankers, our work as described above and other factors we deemed relevant, we   
are of the opinion that, as of the date hereof, the Exchange Ratio is fair, from
a financial point of view, to the holders of Syncor Common Stock.               

Very truly yours,                                                               

/s/ SALOMON SMITH BARNEY INC.                                                   

SALOMON SMITH BARNEY INC.                                                       

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PART II 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

Section 1701.13(E) of the Ohio Revised Code sets forth conditions and 
limitations governing the indemnification of officers, directors, and other     
persons.                                                                        

Article 6 of Cardinal Health's Code of Regulations contains certain   
indemnification provisions adopted pursuant to authority contained in Section   
1701.13(E) of the Ohio Revised Code. Cardinal Health's Code of Regulations      
provides for the indemnification of its officers, directors, employees, and     
agents against all expenses with respect to any judgments, fines, and amounts   
paid in settlement, or with respect to any threatened, pending, or completed    
action, suit, or proceeding to which they were or are parties or are threatened 
to be made parties by reason of acting in such capacities, provided that it is  
determined, either by a majority vote of a quorum of disinterested directors of 
Cardinal Health or the shareholders of Cardinal Health or otherwise as provided 
in Section 1701.13(E) of the Ohio Revised Code, that (1) they acted in good     
faith and in a manner they reasonably believed to be in or not opposed to the   
best interest of Cardinal Health; (2) in any action, suit, or proceeding by or  
in the right of Cardinal Health, they were not, and have not been adjudicated to
have been, negligent or guilty of misconduct in the performance of their duties 
to Cardinal Health; and (3) with respect to any criminal action or proceeding,  
that they had no reasonable cause to believe that their conduct was unlawful.   
Section 1701.13(E) provides that to the extent a director, officer, employee, or
agent has been successful on the merits or otherwise in defense of any such     
action, suit, or proceeding, such individual shall be indemnified against       
expenses reasonably incurred in connection therewith. Except as set forth in    
this Post-Effective Amendment to Cardinal Health's Registration Statement, at   
present there are no material claims, actions, suits, or proceedings pending    
where indemnification would be required under these provisions, and Cardinal    
Health does not know of any such threatened claims, actions, suits, or          
proceedings which may result in a request for such indemnification.             

     Cardinal Health has entered into indemnification contracts with each of its
directors and executive officers. These contracts generally: (1) confirm the    
existing indemnity provided to them under Cardinal Health's Code of Regulations 
and assure that this indemnity will continue to be provided; (2) provide that if
Cardinal Health does not maintain directors' and officers' liability insurance, 
Cardinal Health will, in effect, become a self-insurer of the coverage; (3)     
provide that, in addition, the directors and officers shall be indemnified to   
the fullest extent permitted by law against all expenses (including legal fees),
judgments, fines, and settlement amounts incurred by them in any action or      
proceeding, on account of their service as a director, officer, employee, or    
agent of Cardinal Health or at the request of Cardinal Health as a director,    
officer, employee, trustee, fiduciary, manager, member or agent of another      
corporation, partnership, trust, limited liability company, employee benefit    
plan or other enterprise; and (4) provide for the mandatory advancement of      
expenses to the executive officer or director in connection with the defense of 
any proceedings, provided the executive officer or director agrees to reimburse 
Cardinal Health for that advancement if it is ultimately determined that the    
executive officer or director is not entitled to indemnification for that       
proceeding under the agreement. Coverage under the contracts is excluded: (a) on
account of conduct which is finally adjudged to be knowingly fraudulent,        
deliberately dishonest, or willful misconduct; or (b) if a final court of       
adjudication shall determine that such indemnification is not lawful; or (c) in 
respect of any suit in which judgment is rendered for violation of Section 16(b)
of the Securities and Exchange Act of 1934, as amended, or provisions of any    
federal, state, or local statutory law; or (d) on account of any remuneration   
paid which is finally adjudged to have been in violation of law; or (e) on      
account of conduct occurring prior to the time the executive officer or director
became an officer, director, employee, or agent of Cardinal Health or its       
subsidiaries (but in no event earlier than the time such entity became a        
subsidiary of Cardinal Health); or (f) with respect to proceedings initiated or 
brought voluntarily by the executive officer or director and not by way of      
defense, except for proceedings brought to enforce rights under the             
indemnification contract. Cardinal Health maintains a directors' and officers'  
insurance policy which insures the officers and directors of Cardinal Health    
from certain claims arising out of an alleged wrongful act by such persons in   
their respective capacities as officers and directors of Cardinal Health.       
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ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                            

(a) Exhibits.                                                         

                                                                [Download Table]

EXHIBIT                                                               
NUMBER                        EXHIBIT DESCRIPTION                     
-------                       -------------------                     
                                                                      
2.01      Agreement and Plan of Merger, dated as of June 14, 2002, by 
          and among Cardinal Health, Inc., Mudhen Merger Corp., and   
          Syncor International Corporation.(1)                        
2.02      Amendment No. 1 to the Agreement and Plan of Merger, dated  
          as of November 22, 2002, by and among Cardinal Health, Inc.,
          Mudhen Merger Corp. and Syncor International Corporation.(2)
2.03      Amendment No. 2 to the Agreement and Plan of Merger, dated  
          as of December 3, 2002, by and among Cardinal Health, Inc., 
          Mudhen Merger Corp. and Syncor International Corporation.(3)
3.01      Amended and Restated Articles of Incorporation of the       
          Registrant, as amended.(4) and (5)                          
3.02      Restated Code of Regulations of the Registrant, as          
          amended.(6)                                                 
4.01      Specimen Certificate for Cardinal Health, Inc. common       
          shares.(7)                                                  
5.01      Opinion of Wachtell, Lipton, Rosen & Katz as to the legality
          of the Cardinal Health, Inc. common shares being issued. (1)
8.01      Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to   
          certain tax matters.                                        
10.1      Letter Agreement, dated as of December 3, 2002, between     
          Monty Fu and Syncor International Corporation.(8)           
23.01     Consent of KPMG LLP (Syncor).                               
23.02     Consent of Ernst & Young LLP (Cardinal Health).             
23.03     Solely due to the closure of Arthur Andersen LLP's Columbus,
          Ohio office, after reasonable efforts, the Registrant was   
          unable to obtain the written consent of Arthur Andersen LLP 
          to incorporate by reference its report dated July 21, 2001  
          (Cardinal Health).                                          
23.04     Consent of PricewaterhouseCoopers LLP (Bindley).            
23.05     Consent of Wachtell, Lipton, Rosen & Katz (included in      
          Exhibit 5.01).(1)                                           
23.06     Consent of Skadden, Arps, Slate, Meagher & Flom LLP         
          (included in Exhibit 8.01).                                 
24.01     Power of Attorney (included on signature page).(1)          
99.01     Form of Proxy Card of Syncor International Corporation.     
99.02     Consent of Salomon Smith Barney Inc.                        
99.03     Form of Support/Voting Agreement by and between Cardinal    
          Health, Inc. and each of Messrs. Monty Fu and Robert G.     
          Funari.(9)                                                  

---------------                                                                 

(1) Previously filed as an exhibit to this Registration Statement on October 16,
2002.                                                                   

(2) Included as Annex B in the Prospectus/Proxy Statement included as part of   
this Registration Statement.                                            

(3) Included as Annex C in the Prospectus/Proxy Statement included as part of   
this Registration Statement.                                            

(4) Included as an exhibit to the Registrant's Current Report on Form 8-K filed 
  November 24, 1998 (File No. 1-11373) and incorporated herein by reference.

(5) Included as an exhibit to the Registrant's Registration Statement on Form   
S-4 (File No. 333-53394) and incorporated herein by reference.          

(6) Included as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001 (File No. 1-11373) and incorporated
herein by reference.                                                    

(7) Included as an exhibit to the Registrant's Annual Report on Form 10-K for   
the fiscal year ended June 30, 2001 (File No. 1-11373) and incorporated 
herein by reference.                                                    

(8) Included as an exhibit to Syncor International Corporation's Current Report 
    on Form 8-K filed December 4, 2002 (File No. 0-8640) and incorporated herein
by reference.                                                           

(9) Included as an exhibit to Syncor International Corporation's Current Report 
    on Form 8-K filed June 21, 2002 (File No. 0-8640) and incorporated herein by
reference.                                                              

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ITEM 22.  UNDERTAKINGS                                                          

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the  
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the    
Securities Exchange Act of 1934 that is incorporated by reference in the        
registration statement shall be deemed to be a new registration statement       
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.      

     (b) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is part of this registration statement, by any person or party 
who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called  
for by the applicable registration form with respect to reofferings by persons  
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.                                             

(2) The registrant undertakes that every prospectus (i) that is filed 
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet  
the requirements of Section 10(a)(3) of the Securities Act and is used in       
connection with an offering of securities subject to Rule 415, will be filed as 
a part of an amendment to the registration statement and will not be used until 
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be   
deemed to be a new registration statement relating to the securities offered    
therein, and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.                                         

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of  
the registrant pursuant to the foregoing provisions or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission  
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses  
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate     
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Act and will be governed by the final adjudication of
such issue.                                                                     

     (d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to   
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of    
such request, and to send the incorporated documents by first class mail or     
other equally prompt means. This includes information contained in documents    
filed subsequent to the effective date of the registration statement through the
date of responding to the request.                                              

  (e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the      
company being acquired involved therein, that was not the subject of and        
included in the registration statement when it became effective.                

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing this Registration Statement on Form S-4 and has duly    
caused this registration statement to be signed on its behalf by the            
undersigned, thereunto duly authorized, in the City of Dublin, State of Ohio, on
the 6th day of December 2002.                                                   

                         CARDINAL HEALTH, INC.

                            By: /s/ ROBERT D. WALTER
                                            ------------------------------------
                            Robert D. Walter
                                        Chairman and Chief Executive
                   Officer

Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed by the following persons in the          
capacities indicated on the 6th day of December 2002.                           

                                                        [Enlarge/Download Table]

                   SIGNATURE                                            TITLE                      
                   ---------                                            -----                      
                                                                                                   

              /s/ ROBERT D. WALTER                Chairman, Chief Executive Officer and Director   
------------------------------------------------  (principal executive officer)                    
                Robert D. Walter                                                                   

             /s/ RICHARD J. MILLER                Executive Vice President, Chief Financial Officer
------------------------------------------------  (principal financial officer) and Principal      
               Richard J. Miller                  Accounting Officer                               

                       *                          Director                                         
------------------------------------------------                                                   
               William E. Bindley                                                                  

                       *                          Director                                         
------------------------------------------------                                                   
                   Dave Bing                                                                       

                       *                          Director                                         
------------------------------------------------                                                   
               George H. Conrades                                                                  

                       *                          Director                                         
------------------------------------------------                                                   
                  John F. Finn                                                                     

                       *                          Director                                         
------------------------------------------------                                                   
                Robert L. Gerbig                                                                   

                       *                          Director                                         
------------------------------------------------                                                   
                 John F. Havens                                                                    

                       *                          Director                                         
------------------------------------------------                                                   
                J. Michael Losh                                                                    

                       *                          Director                                         
------------------------------------------------                                                   
                 John B. McCoy                                                                     

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                                                                [Download Table]

                   SIGNATURE                                             TITLE
                   ---------                                             -----

                                                                              

                       *                           Director                   
------------------------------------------------                              
              Richard C. Notebaert                                            

                       *                           Director                   
------------------------------------------------                              
             Michael D. O'Halleran                                            

                       *                           Director                   
------------------------------------------------                              
               David W. Raisbeck                                              

                       *                           Director                   
------------------------------------------------                              
               Jean G. Spaulding                                              

                       *                           Director                   
------------------------------------------------                              
               Matthew D. Walter                                              

*By:  /s/ PAUL S. WILLIAMS                                                    
      ------------------------------------------                              
      Paul S. Williams                                                        
      Attorney-in-Fact                                                        

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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT                                                               
NUMBER                        EXHIBIT DESCRIPTION                     
-------                       -------------------                     
                                                                      
  2.01    Agreement and Plan of Merger, dated as of June 14, 2002, by 
          and among Cardinal Health, Inc., Mudhen Merger Corp., and   
          Syncor International Corporation.(1)                        
  2.02    Amendment No. 1 to the Agreement and Plan of Merger, dated  
          as of November 22, 2002, by and among Cardinal Health, Inc.,
          Mudhen Merger Corp. and Syncor International Corporation.(2)
  2.03    Amendment No. 2 to the Agreement and Plan of Merger, dated  
          as of December 3, 2002, by and among Cardinal Health, Inc., 
          Mudhen Merger Corp. and Syncor International Corporation.(3)
  3.01    Amended and Restated Articles of Incorporation of the       
          Registrant, as amended.(4) and (5)                          
  3.02    Restated Code of Regulations of the Registrant, as          
          amended.(6)                                                 
  4.01    Specimen Certificate for Cardinal Health, Inc. common       
          shares.(7)                                                  
  5.01    Opinion of Wachtell, Lipton, Rosen & Katz as to the legality
          of the Cardinal Health, Inc. common shares being issued.(1) 
  8.01    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to   
          certain tax matters.                                        
  10.1    Letter Agreement, dated as of December 3, 2002, between     
          Monty Fu and Syncor International Corporation.(8)           
 23.01    Consent of KPMG LLP (Syncor).                               
 23.02    Consent of Ernst & Young LLP (Cardinal Health).             
 23.03    Solely due to the closure of Arthur Andersen LLP's Columbus,
          Ohio office, after reasonable efforts, the Registrant was   
          unable to obtain the written consent of Arthur Andersen LLP 
          to incorporate by reference its report dated July 21, 2001  
          (Cardinal Health).                                          
 23.04    Consent of PricewaterhouseCoopers LLP (Bindley).            
 23.05    Consent of Wachtell, Lipton, Rosen & Katz (included in      
          Exhibit 5.01).(1)                                           
 23.06    Consent of Skadden, Arps, Slate, Meagher & Flom LLP         
          (included in Exhibit 8.01).                                 
 24.01    Power of Attorney (included on signature page).(1)          
 99.01    Form of Proxy Card of Syncor International Corporation.     
 99.02    Consent of Salomon Smith Barney Inc.                        
 99.03    Form of Support/Voting Agreement by and between Cardinal    
          Health, Inc. and each of Messrs. Monty Fu and Robert G.     
          Funari.(9)                                                  

---------------                                                                 

(1) Previously filed as an exhibit to this Registration Statement on October 16,
2002.                                                                   

(2) Included as Annex B in the Prospectus/Proxy Statement included as part of   
this Registration Statement.                                            

(3) Included as Annex C in the Prospectus/Proxy Statement included as part of   
this Registration Statement.                                            

(4) Included as an exhibit to the Registrant's Current Report on Form 8-K filed 
  November 24, 1998 (File No. 1-11373) and incorporated herein by reference.

(5) Included as an exhibit to the Registrant's Registration Statement on Form   
S-4 (File No. 333-53394) and incorporated herein by reference.          

(6) Included as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001 (File No. 1-11373) and incorporated
herein by reference.                                                    

(7) Included as an exhibit to the Registrant's Annual Report on Form 10-K for   
the fiscal year ended June 30, 2001 (File No. 1-11373) and incorporated 
herein by reference.                                                    

(8) Included as an exhibit to Syncor International Corporation's Current Report 
    on Form 8-K filed December 4, 2002 (File No. 0-8640) and incorporated herein
by reference.                                                           

(9) Included as an exhibit to Syncor International Corporation's Current Report 
    on Form 8-K filed June 21, 2002 (File No. 0-8640) and incorporated herein by
reference.                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
		7/1/03		94
		3/21/03		11		103
		1/15/03		35		60
		12/31/02		35		57			10-Q,  11-K,  11-KT
		12/30/02		2		29
		12/23/02		4		56
Filed as of:		12/9/02
Filed on:		12/6/02		1		55
		12/5/02		11		52
		12/4/02		5		120			425
		12/3/02		5		120
		12/2/02		1		46
		12/1/02		35
		11/26/02		35
		11/25/02		3		63			424B3,  425
		11/24/02		35
		11/22/02		5		120
		11/21/02		34		55			425
		11/20/02		34		55
		11/19/02		2		34
		11/18/02		32
		11/14/02		31					10-Q
		11/13/02		55
		11/8/02		32
		11/6/02		5		55			4/A,  425,  8-K,  DEF 14A
		11/5/02		31		34
		10/31/02		32		37
		10/22/02		55					8-K
		10/17/02		3		33
		10/16/02		1		120			S-4
		10/11/02		14		33
		10/9/02		5		24
		9/30/02		13		55			10-K,  10-Q
		7/18/02		1
		7/3/02		54					425
		6/30/02		13		55			10-K,  11-K
		6/21/02		55		120
		6/19/02		55
		6/17/02		55
		6/14/02		5		120			425
		6/13/02		20
		6/12/02		76		80			SC TO-T/A
		5/9/02		54					8-K
		3/31/02		55		88			10-Q
		1/1/02		15
		12/31/01		13		106			10-Q,  11-K
		12/15/01		15
		9/30/01		13		120			10-Q
		9/5/01		99
		8/29/01		99					PRE 14A
		8/24/01		33					10-K405
		7/21/01		116		120
		7/9/01		99
		6/30/01		13		120			10-K405,  11-K
		6/7/01		87					8-K/A
		12/31/00		13		53			10-Q,  11-K
		6/30/00		13					10-K,  11-K
		3/30/00		31
		1/1/00		33
		12/31/99		13		54			10-Q,  11-K
		10/20/99		55
		9/28/99		90
		6/30/99		13		17			10-K,  11-K
		1/1/99		77		88
		12/31/98		13		83			10-Q
		11/24/98		116		120			8-K
		6/30/98		13		17			10-K405,  11-K
		12/31/97		13					10-Q
		6/20/96		33
		8/19/94		55					8-A12B
		12/19/93		49		88
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