exv4w2



 





Exhibit 4.2




OFFICER’S CERTIFICATE




     The undersigned, McKesson Corporation, a Delaware corporation (the “Company”), hereby
certifies through Nicholas A. Loiacono, its Vice President and Treasurer, pursuant to Sections 2.1,
2.3 and 11.5 of the Indenture, dated as of March 5, 2007 (the “Indenture”), by and between the
Company, as Issuer, and The Bank of New York Trust Company, N.A., a national banking association,
as Trustee, as follows:



     1. The form and terms of the 5.25% Notes due 2013 (the “2013 Notes”), as set forth on
Annex A attached hereto, and the form and terms of the 5.70% Notes due 2017 (the “2017
Notes”), as set forth on Annex B attached hereto, have been established pursuant to
Sections 2.1 and 2.3 of the Indenture and comply with the Indenture.



     2. The undersigned has read the Indenture.



     3. The statements made in this certificate are based upon an examination of the 2013 Notes and
the 2017 Notes under the Indenture, upon an examination of and familiarity with the Indenture, upon
my general knowledge of and familiarity with the operations of the Company and upon the performance
of my duties as an officer of the Company.



     4. In the opinion of the undersigned, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not the covenants and
conditions provided for in the Indenture have been complied with.



     5. In the opinion of the undersigned, with respect to the foregoing, the covenants and
conditions provided for in the Indenture have been complied with.



     Capitalized terms used herein without definition have the meanings assigned to them in the
Indenture.




 









 








     IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed by its duly
authorized officer as of this 5th day of March, 2007.



	 	 	 	 	 
	 	McKESSON CORPORATION

 	 
	 	By:  	/s/ Nicholas A. Loiacono
 	 
	 	 	Nicholas A. Loiacono 	 
	 	 	Vice President and Treasurer 	 



 









 






	 	 	 	 	 



ANNEX A





     Pursuant to Section 2.3 of the Indenture, dated as of March 5, 2007 (the “Indenture”), between
McKesson Corporation (the “Issuer”) and The Bank of New York Trust Company, N.A., a national
banking association, as trustee (the “Trustee”), the terms of a series of securities to be issued
pursuant to the Indenture are as follows:




	 	1.	 	Designation. The designation of the securities is
“5.25% Notes due March 1, 2013” (the “2013 Notes”).
	 
	 	2.	 	Initial Aggregate Principal Amount. The 2013 Notes
shall be limited in initial aggregate principal amount to $500,000,000 (except
for 2013 Notes authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other 2013 Notes pursuant to Section 2.8, 2.9,
2.11, 8.5 or 12.3 of the Indenture).
	 
	 	3.	 	Currency Denomination. The 2013 Notes shall be
denominated in Dollars.
	 
	 	4.	 	Maturity. The date on which the principal of the 2013
Notes is payable is March 1, 2013.
	 
	 	5.	 	Rate of Interest; Interest Payment Date; Regular Record
Dates. Each 2013 Note shall bear interest from March 5, 2007 at 5.25% per
annum until the principal thereof is paid. Such interest shall be payable
semi-annually in arrears on March 1 and September 1 of each year, commencing on
September 1, 2007, to the persons in whose names the 2013 Notes are registered
at the close of business on the immediately preceding February 15 and August
15, respectively. Interest on the 2013 Notes shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
March 5, 2007. Interest on the 2013 Notes shall be computed on the basis of a
360-day year comprised of twelve 30-day months. In the event that any date on
which principal, premium, if any, or interest is payable on the 2013 Notes is
not a Business Day, then payment of the principal, premium, if any, or interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay).
	 
	 	6.	 	Place of Payment. Principal of, premium, if any, and
interest on the 2013 Notes shall be payable, and the transfer of the 2013 Notes
shall be registrable, at the office or agency of the Issuer to be maintained
for such purpose in the Borough of Manhattan, The City of New York, except
that, at the option of the Issuer, interest may be paid by mailing a check to
the address of the person entitled thereto as it appears on the 2013 Notes
register; provided, however, that while any 2013 Notes are represented by a
Registered Global Security, payment of principal of, premium, if any, or




A-1









 






	 	 	 	interest on the 2013 Notes may be made by wire transfer to the account of
the Depositary or its nominee.
	 
	 	7.	 	Optional Redemption. The 2013 Notes may be redeemed,
in whole at any time or in part from time to time, at the option of the Issuer
at a redemption price equal to the greater of (i) 100% of their principal
amount and (ii) an amount, as determined by the Quotation Agent, equal to the
sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest
accrued as of the date of redemption), discounted to the date of redemption on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 15 basis points, plus, in each case, accrued
interest thereon to the date of redemption. Notwithstanding the foregoing,
installments of interest on 2013 Notes that are due and payable on interest
payment dates falling on or prior to a redemption date will be payable on the
interest payment date to the registered holders as of the close of business on
the relevant record date. Holders of the 2013 Notes to be redeemed will
receive notice thereof at least 30 and not more than 60 days prior to the date
fixed for redemption. Unless the Issuer defaults in payment of the redemption
price, on and after the redemption date, interest will cease to accrue on the
2013 Notes or portions thereof called for redemption. If less than all of the
2013 Notes are to be redeemed, the 2013 Notes to be redeemed will be selected
by the Trustee by a method the Trustee deems to be fair and appropriate.
	 
	 	 	 	“Comparable Treasury Issue” means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term of the 2013 Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the
remaining term of the 2013 Notes.
	 
	 	 	 	“Comparable Treasury Price” means, with respect to any redemption date, (i)
the average of four Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
	 
	 	 	 	“Quotation Agent” means the Reference Treasury Dealer appointed by the
Issuer.
	 
	 	 	 	“Reference Treasury Dealer” means (i) Banc of America Securities LLC (or its
affiliates that are Primary Treasury Dealers) and its successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary Treasury




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	 	 	 	Dealer”), the Issuer shall substitute therefor another Primary Treasury
Dealer; and (ii) any other Primary Treasury Dealer selected by the Issuer.
	 
	 	 	 	“Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third business day preceding that redemption date.
	 
	 	 	 	“Treasury Rate” means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
	 
	 	8.	 	Change of Control. If a Change of Control Triggering
Event occurs, unless the Issuer has exercised its right to redeem the 2013
Notes as described above, holders of the 2013 Notes will have the right to
require the Issuer to repurchase all or any part (equal to $1,000 or an
integral multiple of $1,000 in excess thereof) of their 2013 Notes pursuant to
the offer described below (the “Change of Control Offer”). In the Change of
Control Offer, the Issuer will be required to offer payment in cash equal to
101% of the aggregate principal amount of 2013 Notes repurchased plus accrued
and unpaid interest, if any, on the 2013 Notes repurchased, to the date of
purchase (the “Change of Control Payment”). Within 30 days following any
Change of Control Triggering Event, the Issuer will be required to mail a
notice to holders of the 2013 Notes describing the transaction or transactions
that constitute the Change of Control Triggering Event and offering to
repurchase the 2013 Notes on the date specified in the notice, which date will
be no earlier than 30 days and no later than 60 days from the date such notice
is mailed (the “Change of Control Payment Date”), pursuant to the procedures
described herein and in such notice. The Issuer must comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the 2013 Notes as a result of a
Change of Control Triggering Event. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions
herein, the Issuer will be required to comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations
under the Change of Control provisions herein by virtue of such conflicts.




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	 	 	 	On the Change of Control Payment Date, the Issuer will be required, to the
extent lawful, to (i) accept for payment all 2013 Notes or portions of 2013
Notes properly tendered pursuant to the Change of Control Offer; (ii)
deposit with the paying agent an amount equal to the Change of Control
Payment in respect of all 2013 Notes or portions of 2013 Notes properly
tendered; and (iii) deliver or cause to be delivered to the Trustee the 2013
Notes properly accepted together with an Officer’s Certificate stating the
aggregate principal amount of 2013 Notes or portions of 2013 Notes being
purchased.
	 
	 	 	 	“Below Investment Grade Rating Event” means the 2013 Notes are rated below
an Investment Grade Rating by each of the Rating Agencies (as defined below)
on any date from the date of the public notice of an arrangement that could
result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of the Change of Control (which 60-day
period shall be extended so long as the rating of the 2013 Notes is under
publicly announced consideration for possible downgrade by any of the Rating
Agencies).
	 
	 	 	 	“Change of Control” means the occurrence of any of the following: (1) the
direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the
Issuer and its Subsidiaries taken as a whole to any Person other than the
Issuer or one of its Subsidiaries; (2) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that any Person becomes the beneficial owner, directly or
indirectly, of more than 50% of the then outstanding number of shares of the
Issuer’s voting stock; or (3) the first day on which a majority of the
members of the Issuer’s Board of Directors are not Continuing Directors.
Notwithstanding the foregoing, a transaction will not be deemed to be
involve a Change of Control if (i) the Issuer becomes a wholly owned
subsidiary of a holding company and (ii) the holders of the voting stock of
such holding company immediately following that transaction are
substantially the same as the holders of our voting stock immediately prior
to that transaction.
	 
	 	 	 	“Change of Control Triggering Event” means the occurrence of both a Change
of Control and a Below Investment Grade Rating Event.
	 
	 	 	 	“Continuing Directors” means, as of any date of determination, any member of
the Board of Directors of the Issuer who (1) was a member of such Board of
Directors on the date of original issue of this Security; or (2) was
nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such
Board of Directors at the time of such nomination or election (either




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	 	 	 	by a specific vote or by approval of the Issuer’s proxy statement in which
such member was named as a nominee for election as a director, without
objection to such nomination).
	 
	 	 	 	“Fitch” means Fitch Ratings.
	 
	 	 	 	“Investment Grade Rating” means a rating equal to or higher than BBB- (or
the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or
the equivalent) by S&P.
	 
	 	 	 	“Moody’s” means Moody’s Investors Service, Inc.
	 
	 	 	 	“Person” has the meaning set forth in the Indenture and includes a “person”
as used in Section 13(d)(3) of the Exchange Act.
	 
	 	 	 	“Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any
of Fitch, Moody’s or S&P ceases to rate the notes or fails to make a rating
of the notes publicly available for reasons outside of our control, a
“nationally recognized statistical rating organization” within the meaning
of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Issuer
(as certified by a Board Resolution) as a replacement agency for Fitch,
Moody’s or S&P, or all of them, as the case may be.
	 
	 	 	 	“S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc.
	 
	 	9.	 	Mandatory Redemption. The 2013 Notes are not
mandatorily redeemable and are not entitled to the benefit of a sinking fund or
any analogous provisions.
	 
	 	10.	 	Denominations. The 2013 Notes shall be issued
initially in minimum denominations of $1,000 and shall be issued in integral
multiples of $1,000 in excess thereof.
	 
	 	11.	 	Amount Payable Upon Acceleration. The principal of the
2013 Notes shall be payable upon declaration of acceleration pursuant to
Section 5.1 of the Indenture.
	 
	 	12.	 	Payment Currency. Principal and interest on the 2013
Notes shall be payable in Dollars.
	 
	 	13.	 	Payment Currency — Election. The principal of and
interest on the 2013 Notes shall not be payable in a currency other than
Dollars.




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	 	14.	 	Payment Currency — Index. The principal of and
interest on the 2013 Notes shall not be determined with reference to an index
based on a coin or currency.
	 
	 	15.	 	Registered Securities. The 2013 Notes shall be issued
only as Registered Securities. The 2013 Notes shall be issuable as Registered
Global Securities.
	 
	 	16.	 	Additional Amounts. The Issuer shall not pay
additional amounts on the 2013 Notes held by a Person that is not a U.S. Person
in respect of taxes or similar charges withheld or deducted.
	 
	 	17.	 	Definitive Certificates. Section 2.8 of the Indenture
will govern the transferability of the 2013 Notes in definitive form.
	 
	 	18.	 	Registrar; Paying Agent; Depositary. The Trustee shall
initially serve as the registrar and the paying agent for the 2013 Notes. The
Depository Trust Company shall initially serve as the Depositary for the
Registered Global Security representing the 2013 Notes.
	 
	 	19.	 	Events of Default; Covenants. There shall be no
deletions from or modifications or additions to the Events of Default set forth
in Section 5.1 of the Indenture with respect to the 2013 Notes. There shall be
the following additions to the covenants of the Issuer set forth in Article III
of the Indenture with respect to the 2013 Notes:
	 
	 	 	 	Limitation on Liens. The Issuer covenants that, so long as any of the 2013
Notes remain outstanding, it shall not, nor shall it permit any Consolidated
Subsidiary to, create or assume any Indebtedness for money borrowed which is
secured by a mortgage, pledge, security interest or lien (“liens”) of or
upon any assets, whether now owned or hereafter acquired, of the Issuer or
any such Consolidated Subsidiary without equally and ratably securing the
2013 Notes by a lien ranking ratably with and equal to (or at the option of
the Issuer, senior to) such secured Indebtedness, except that the foregoing
restriction shall not apply to (a) liens on any assets of any corporation
existing at the time such corporation becomes a Consolidated Subsidiary; (b)
liens on any assets existing at the time of acquisition of such assets by
the Issuer or a Consolidated Subsidiary, or liens to secure the payment of
all or any part of the purchase price of such assets upon the acquisition of
such assets by the Issuer or a Consolidated Subsidiary or to secure any
indebtedness incurred or guaranteed by the Issuer or a Consolidated
Subsidiary prior to, at the time of, or within 360 days after such
acquisition (or in the case of real property, the completion of construction
(including any improvements on an existing asset) or commencement of full
operation of such asset, whichever is later), which indebtedness is incurred
or guaranteed for the purpose of financing all or




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	 	 	 	any part of the purchase price thereof or, in the case of real property,
construction or improvements thereon; provided, however, that in the case of
any such acquisition, construction or improvement, the lien shall not apply
to any assets theretofore owned by the Issuer or a Consolidated Subsidiary,
other than, in the case of any such construction or improvement, any real
property on which the property so constructed, or the improvement, is
located, or to secure the payment of the purchase price of such assets, or
to secure indebtedness incurred or guaranteed by the Issuer or a
Consolidated Subsidiary for the purpose of financing the purchase price of
such assets or improvements or construction thereon, which indebtedness is
incurred or guaranteed prior to, at the time of or within 360 days after
such acquisition (or in the case of real property, completion of such
improvement or construction or commencement of full operation of such
property, whichever is later); (c) liens on any assets securing indebtedness
owed by any Consolidated Subsidiary to the Issuer or another wholly owned
Subsidiary; (d) liens on any assets of a corporation existing at the time
such corporation is merged into or consolidated with the Issuer or a
Subsidiary or at the time of a purchase, lease or other acquisition of the
assets of a corporation or firm as an entirety or substantially as an
entirety by the Issuer or a Subsidiary; (e) liens on any assets of the
Issuer or a Consolidated Subsidiary in favor of the United States of America
or any state thereof, or any department, agency or instrumentality or
political subdivision of the United States of America or any State thereof,
or in favor of any other country, or any political subdivision thereof, to
secure partial, progress, advance or other payments pursuant to any contract
or statute or to secure any indebtedness incurred or guaranteed for the
purpose of financing all or any part of the purchase price (or, in the case
of real property, the cost of construction) of the assets subject to such
liens (including, but not limited to, liens incurred in connection with
pollution control, industrial revenue or similar financing); (f) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any lien referred to in the foregoing
clauses (a) to (e), inclusive; provided, however, that the principal amount
of indebtedness secured thereby shall not exceed the principal amount of
indebtedness so secured at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement shall be
limited to all or a part of the assets which secured the lien so extended,
renewed or replaced (plus improvements and construction on such real
property); (g) liens imposed by law, such as mechanics’, workmen’s,
repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other
similar liens arising in the ordinary course of business, or governmental
(federal, state or municipal) liens arising out of contracts for the sale of
products or services by the Issuer or any Consolidated Subsidiary, or
deposits or pledges to obtain the release of any of the foregoing liens; (h)
pledges, liens or deposits under worker’s compensation laws or similar
legislation and liens or judgments




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	 	 	 	thereunder which are not currently dischargeable, or in connection with
bids, tenders, contracts (other than for the payment of money) or leases to
which the Issuer or any Consolidated Subsidiary is a party, or to secure
public or statutory obligations of the Issuer or any Consolidated
Subsidiary, or in connection with obtaining or maintaining self-insurance or
to obtain the benefits of any law, regulation or arrangement pertaining to
unemployment insurance, old age pensions, social security or similar
matters, or to secure surety, appeal or customs bonds to which the Issuer or
any Consolidated Subsidiary is a party, or in litigation or other
proceedings such as, but not limited to, interpleader proceedings, and other
similar pledges, liens or deposits made or incurred in the ordinary course
of business; (i) liens created by or resulting from any litigation or other
proceeding which is being contested in good faith by appropriate
proceedings, including liens arising out of judgements or awards against the
Issuer or any Consolidated Subsidiary with respect to which the Issuer or
such Consolidated Subsidiary is in good faith prosecuting an appeal or
proceedings for review or for which the time to make an appeal has not yet
expired; or final unappealable judgment liens which are satisfied within 15
days of the date of judgment; or liens incurred by the Issuer or any
Consolidated Subsidiary for the purpose of obtaining a stay or discharge in
the course of any litigation or other proceeding to which the Issuer or such
Consolidated Subsidiary is a party; (j) liens for taxes or assessments or
governmental charges or levies not yet due or delinquent, or which can
thereafter be paid without penalty, or which are being contested in good
faith by appropriate proceedings; landlord’s liens on property held under
lease; and any other liens or charges incidental to the conduct of the
business of the Issuer or any Consolidated Subsidiary or the ownership of
the assets of any of them which were not incurred in connection with the
borrowing of money or the obtaining of advances or credit and which do not,
in the opinion of the Issuer, materially impair the use of such assets in
the operation of the business of the Issuer or such Consolidated Subsidiary
or the value of such assets for the purposes thereof; or (k) liens relating
to accounts receivable of the Issuer or any of its Subsidiaries which have
been sold, assigned or otherwise transferred to another Person in a
transaction classified as a sale of accounts receivable in accordance with
generally accepted accounting principles (to the extent the sale by the
Issuer or the applicable Subsidiary is deemed to give rise to a lien in
favor of the purchaser thereof in such accounts receivable or the proceeds
thereof). Notwithstanding the above, the Issuer or any Consolidated
Subsidiary may, without securing the 2013 Notes, create or assume any
Indebtedness which is secured by a lien which would otherwise be subject to
the foregoing restrictions, provided that at the time of such creation or
assumption, after giving effect thereto, Exempted Debt does not exceed 10%
of the total assets of the Issuer and its Subsidiaries on a consolidated
basis, determined in accordance with generally accepted accounting
principles.




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	 	 	 	Limitation on Sale and Lease-Back Transactions. The Issuer covenants that,
so long as any of the 2013 Notes remain outstanding, the Issuer will not,
nor shall the Issuer permit any Consolidated Subsidiary to, enter into any
sale and lease-back transaction with respect to any assets, other than any
sale lease-back transaction (involving a lease for a term of not more than
three years), unless either (a) the Issuer or such Consolidated Subsidiary
would be entitled to incur Indebtedness secured by a lien on the assets to
be leased in an amount at least equal to the Attributable Debt in respect of
such transaction without equally and ratably securing the 2013 Notes
pursuant to clauses (a) through (j) inclusive of the covenant with respect
to “Limitation on Liens” above, or (b) the proceeds of the sale of the
assets to be leased are at least equal to their fair market value (as
determined by the Board of Directors of the Issuer) and the proceeds are
applied to the purchase or acquisition (or, in the case of real property,
the construction) of assets or to the retirement (other than at maturity or
pursuant to a mandatory sinking fund or mandatory redemption provision) of
indebtedness. The foregoing limitation shall not apply, if at the time the
Issuer or any Consolidated Subsidiary enters into such sale and lease-back
transaction, and after giving effect thereto, Exempted Debt does not exceed
10% of the total assets of the Issuer and its Subsidiaries on a consolidated
basis, determined in accordance with generally accepted accounting
principles.
	 
	 	 	 	The term “Attributable Debt” in connection with a sale and lease-back
transaction shall mean, as of the date of determination, the lesser of (a)
the fair value of the assets subject to such transaction, as determined by
McKesson’s Board of Directors, or (b) the present value (discounted at the
rate of interest set forth in or implicit in the terms of such lease or, if
it is not practicable to determine such rate, the weighted average interest
rate per annum borne by all series of Securities then Outstanding and
subject to the “Limitation on Sale and Lease-back Transactions” covenant
above compounded semi-annually, in either case as determined by the
principal accounting or financial officer of the Issuer) of the obligations
of the Issuer or any Consolidated Subsidiary for net rental payments during
the remaining term of all leases (including any period for which such lease
has been extended or may, at the option of the lessor, be extended).
	 
	 	 	 	The term “Consolidated Subsidiary” shall mean any Subsidiary substantially
all the property of which is located, and substantially all the operations
of which are conducted, in the United States of America whose financial
statements are consolidated with those of the Issuer in accordance with
generally accepted accounting principles.
	 
	 	 	 	The term “Exempted Debt” shall mean the sum of the following as of the date
of determination: (i) Indebtedness of the Issuer and its Consolidated




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	 	 	 	Subsidiaries incurred after the date of issuance of the Notes and secured by
liens not permitted to be created or assumed pursuant to the covenant with
respect to “Limitation on Liens” above, and (ii) Attributable Debt of the
Issuer and its Consolidated Subsidiaries in respect of every sale and
lease-back transaction entered into after the date of issuance of the Notes,
other than leases expressly permitted by the covenant with respect to
“Limitation on Sale and Lease-Back Transactions” above.
	 
	 	 	 	The term “Indebtedness” shall mean all items classified as indebtedness on
the most recently available consolidated balance sheet of the Issuer and its
Consolidated Subsidiaries, in accordance with generally accepted accounting
principles.
	 
	 	 	 	The term “net rental payments” under any lease of any period shall mean the
sum of the rental and other payments required to be paid in such period by
the lessee thereunder, not including, however, any amounts required to be
paid by such lessee (whether or not designated as rental or additional
rental) on account of maintenance and repairs, reconstruction, insurance,
taxes, assessments, water rates or similar charges required to be paid by
such lessee thereunder or any amounts required to be paid by such lessee
thereunder contingent upon the amount of sales, maintenance and repairs,
reconstruction, insurance, taxes, assessments, water rates or similar
charges.
	 
	 	 	 	The term “Subsidiary” shall mean any corporation of which at least a
majority of the outstanding stock having voting power under ordinary
circumstances for the election of the board of directors of such corporation
shall at the time be owned by the Issuer or by the Issuer and one or more
Subsidiaries or by one or more Subsidiaries.
	 
	 	20.	 	Conversion and Exchange. The 2013 Notes shall not be
convertible into or exchangeable into any other security.
	 
	 	21.	 	Further Issues. The Issuer may, without notice to or
the consent of the holders of the 2013 Notes, create and issue further notes
ranking equally and ratably with the 2013 Notes in all respects, or in all
respects except for the payment of interest accruing prior to the issue date of
such further notes. Such further notes shall be consolidated and form a single
series with the 2013 Notes and shall have the same terms as to status,
redemption or otherwise as the 2013 Notes.
	 
	 	23.	 	Other Terms. The 2013 Notes shall have the other terms
and shall be substantially in the form set forth in the form of the 2013 Notes
attached hereto as Annex A-1. In case of any conflict between this Annex A and
the 2013 Notes, the form of the 2013 Notes shall control.




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     Capitalized terms used but not otherwise defined in this Annex A shall have the respective
meanings ascribed to such terms in the Indenture.



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ANNEX A-1




[FORM OF 2013 NOTE]





 









 





			
	REGISTERED
	 	REGISTERED





THIS NOTE IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS REGISTERED
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE
DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.




			
	No. 1
	 	CUSIP NO. 581557 AU9          






McKESSON CORPORATION




5.25% NOTES DUE MARCH 1, 2013




     McKesson Corporation, a Delaware corporation (the “Issuer,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to, Cede & Co., or registered assigns, the principal sum of Five Hundred Million Dollars
($500,000,000) on March 1, 2013 and to pay interest on said principal sum from March 5, 2007, or
from the most recent interest payment date to which interest has been paid or duly provided for,
semi-annually in arrears on March 1 and September 1 (each such date, an “Interest Payment Date”) of
each year commencing on September 1, 2007, at the rate of 5.25% per annum until the principal
hereof shall have become due and payable.



     The amount of interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year comprised of twelve 30-day months. In the event that any date on which the
principal or interest payable on this Note is not a Business Day, then payment of principal or
interest payable on such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of such delay). The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in the Indenture (referred to on the reverse hereof) be paid to the person in whose name this Note
is registered at the close of business on the record date for such interest installment, which
shall be the close of business on the immediately preceding February 15 and August 15 prior to such
Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered holders on such record date and
may be paid to the person in whose name this Note is registered at the close of business on a
subsequent record date (which shall be not less than five Business Days prior to the date of
payment of such defaulted interest), notice whereof shall be given by mail by or on behalf of the
Issuer to the registered holders of Notes not less than 15 days preceding such subsequent record
date, all as more fully provided in the Indenture. The principal of and the interest on this Note
shall be payable at the office or agency of the Issuer maintained for that purpose in any coin or
currency of the United States of America that at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be made at the option of
the Issuer by check mailed to the person entitled thereto at such address as shall appear in the
registry books of the



 









 







Issuer; provided, further that for so long as this Note is represented by a Registered Global
Security, payment of principal, premium, if any, or interest on this Note may be made by wire
transfer to the account of the Depositary or its nominee.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee (as defined below) under the Indenture (as defined below), by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.



     Capitalized terms used in this Note which are defined in the Indenture shall have the
respective meanings assigned to them in the Indenture.



     The provisions of this Note are continued on the reverse side hereof and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place.



 









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in
facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.



	 	 	 	 	 	 	 
	 	 	McKESSON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Nicholas A. Loiacono
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






Attest:




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






CERTIFICATE OF AUTHENTICATION

This is one of the Securities

referred to in the within-mentioned

Indenture.




THE BANK OF NEW YORK TRUST COMPANY, N.A.

          as Trustee




	 	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 







 









 








[REVERSE SIDE OF NOTE]




     This Note is one of a duly authorized series of securities (the “Securities”) of the Issuer
designated as its 5.25% Notes due March 1, 2013 (the “Notes”). The Securities are all issued or
to be issued under and pursuant to an Indenture, dated as of March 5, 2007 (the “Indenture”), duly
executed and delivered between the Issuer and The Bank of New York Trust Company, N.A., a national
banking association (the “Trustee,” which term includes any successor Trustee with respect to the
Securities under the Indenture), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of the Issuer, the
Trustee and the holders of the Securities and the terms upon which the Notes are to be
authenticated and delivered. The terms of individual series of Securities may vary with respect to
interest rate or interest rate formulas, issue dates, maturity, redemption, repayment, currency of
payment and otherwise.



     The Notes are issuable only as Registered Securities in minimum denominations of $1,000 and
integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes as requested by the holder surrendering the same.



     Except as set forth below, this Note is not redeemable and is not entitled to the benefit of a
sinking fund or any analogous provision.



     The Notes may be redeemed, in whole at any time or in part from time to time, at the option of
the Issuer at a redemption price equal to the greater of (i) 100% of their principal amount and
(ii) an amount, as determined by the Quotation Agent, equal to the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption), discounted to the date of redemption on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 15 basis points, plus, in each case, accrued interest thereon to the date of redemption.
Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on
interest payment dates falling on or prior to a redemption date will be payable on the interest
payment date to the registered holders as of the close of business on the relevant record date.
Holders of the Notes will receive notice thereof at least 30 and not more than 60 days prior to the
date fixed for redemption. Unless the Issuer defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Notes or portions thereof called
for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed will be
selected by the Trustee by a method the Trustee deems to be fair and appropriate.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of
four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.



     “Reference Treasury Dealer” means (i) Banc of America Securities LLC (or its affiliates that
are Primary Treasury Dealers) and its successors; provided, however, that if any of the



1









 







foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a
“Primary Treasury Dealer”), the Issuer shall substitute therefor another Primary Treasury Dealer;
and (ii) any other Primary Treasury Dealer selected by the Issuer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding that redemption date.



     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.



     If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to
redeem the Notes as described above, holders of the Notes will have the right to require the Issuer
to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof)
of their Notes pursuant to the offer described below (the “Change of Control Offer”). In the
Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the
Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days
following any Change of Control Triggering Event, the Issuer will be required to mail a notice to
holders of the Notes describing the transaction or transactions that constitute the Change of
Control Triggering Event and offering to repurchase the Notes on the date specified in the notice,
which date will be no earlier than 30 days and no later than 60 days from the date such notice is
mailed (the “Change of Control Payment Date”), pursuant to the procedures described herein and in
such notice. The Issuer must comply with the requirements of Rule 14e-1 under the Exchange Act and
any other Notes laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change of Control
Triggering Event. To the extent that the provisions of any securities laws or regulations conflict
with the Change of Control provisions herein, the Issuer will be required to comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under the Change of Control provisions herein by virtue of such conflicts.



     On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of
Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment
in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating
the aggregate principal amount of Notes or portions of Notes being purchased.



     “Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade
Rating by each of the Rating Agencies (as defined below) on any date from the date of the public
notice of an arrangement that could result in a Change of Control until the end of the 60-day
period following public notice of the occurrence of the Change of Control (which 60-day period
shall be extended so long as the rating of the Notes is under publicly announced consideration for
possible downgrade by any of the Rating Agencies).



     “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the properties or assets of
the Issuer



2









 







and its Subsidiaries taken as a whole to any Person other than the Issuer or one of its
Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any Person becomes the beneficial owner, directly or
indirectly, of more than 50% of the then outstanding number of shares of the Issuer’s voting stock;
or (3) the first day on which a majority of the members of the Issuer’s Board of Directors are not
Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to be
involve a Change of Control if (i) the Issuer becomes a wholly owned subsidiary of a holding
company and (ii) the holders of the voting stock of such holding company immediately following that
transaction are substantially the same as the holders of our voting stock immediately prior to that
transaction.



     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Issuer who (1) was a member of such Board of Directors on the date of original
issue of this Security; or (2) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election (either by a specific vote or by approval of
the Issuer’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).



     “Fitch” means Fitch Ratings.



     “Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by
Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Person” has the meaning set forth in the Indenture and includes a “person” as used in Section
13(d)(3) of the Exchange Act.



     “Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s
or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for
reasons outside of our control, a “nationally recognized statistical rating organization” within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Issuer (as
certified by a Board Resolution) as a replacement agency for Fitch, Moody’s or S&P, or all of them,
as the case may be.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.



     If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of all the Notes may be declared due and payable in the manner and with the effect provided in the
Indenture.



     The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of
the holders of not less than a majority in aggregate principal amount of the Senior Securities or
Subordinated Securities, as the case may be, of all series issued under such Indenture then
outstanding and affected (each voting as one class), to add any provisions to, or change in any
manner, eliminate or waive any of the provisions of, such Indenture or modify in any manner the
rights of the holders of the Securities of each series or Coupons so affected; provided that the
Issuer and the Trustee may not,



3









 







without the consent of the holder of each Outstanding Security affected thereby, (i) extend
the final maturity of the principal of any Security or reduce the principal amount thereof or
premium thereon, if any, or reduce the rate or extend the time of payment of interest thereon, or
reduce any amount payable on redemption thereof or change the currency in which the principal
thereof (other than as otherwise may be provided with respect to such series), premium, if any, or
interest thereon is payable or reduce the amount of the principal of any Original Issue Discount
Security that is payable upon acceleration or provable in bankruptcy, or in the case of
Subordinated Securities of any series, modify any of the subordination provisions or the definition
of “Senior Indebtedness” relating to such series in a manner adverse to the holders of such
Subordinated Securities, or alter certain provisions of the Indenture relating to Securities not
denominated in Dollars or the Judgment Currency of such Securities or impair or affect the right of
any Securityholder to institute suit for the enforcement of any payment thereof when due or, if the
Securities provide therefor, any right of repayment at the option of the Securityholder or (ii)
reduce the aforesaid percentage in principal amount of Securities of any series issued under the
Indenture, the consent of the holders of which is required for any such modification. It is also
provided in the Indenture that, with respect to certain defaults or Events of Default regarding the
Securities of any series, the holders of a majority in aggregate principal amount Outstanding of
the Securities of each such series, each such series voting as a separate class (or, of all
Securities, as the case may be voting as a single class) may under certain circumstances waive all
defaults with respect to each such series (or with respect to all the Securities, as the case may
be) and rescind and annul a declaration of default and its consequences, but no such waiver or
rescission and annulment shall extend to or affect any subsequent default or shall impair any right
consequent thereto. The preceding sentence shall not, however, apply to a default in the payment
of the principal of or interest on any of the Securities.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the time, place and rate, and in the coin or currency,
herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note may be registered on the registry books of the Issuer, upon surrender of this
Note for registration of transfer at the office or agency of the Issuer maintained by the Issuer
for such purpose in the Borough of Manhattan, The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee
duly executed by, the holder hereof or by its attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.



     No service charge shall be made for any such registration of transfer or exchange, but the
Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee
and any agent of the Issuer or the Trustee may treat the person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.



     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.



4









 





[FORM OF SCHEDULE FOR ENDORSEMENTS ON REGISTERED

GLOBAL SECURITIES TO REFLECT CHANGES IN PRINCIPAL AMOUNT]




Schedule A




Changes to Principal Amount of Registered Global Securities




	 	 	 	 	 	 	 
	 	 	Principal Amount	 	 	 	 
	 	 	of Notes	 	 	 	 
	 	 	by which this	 	 	 	 
	 	 	Registered Global	 	 	 	 
	 	 	Security is to be	 	Remaining Principal	 	 
	 	 	Reduced or Increased,	 	Amount of this	 	 
	 	 	and Reason for	 	Registered	 	 
	Date	 	Reduction or Increase	 	Global Security	 	Notation Made By
	 
	 	 
	 	 
	 	 






5









 





ANNEX B




     Pursuant to Section 2.3 of the Indenture, dated as of March 5, 2007 (the “Indenture”), between
McKesson Corporation (the “Issuer”) and The Bank of New York Trust Company, N.A., a national
banking association, as trustee (the “Trustee”), the terms of a series of securities to be issued
pursuant to the Indenture are as follows:




	 	1.	 	Designation. The designation of the securities is
“5.70% Notes due March 1, 2017” (the “2017 Notes”).
	 
	 	2.	 	Initial Aggregate Principal Amount. The 2017 Notes
shall be limited in initial aggregate principal amount to $500,000,000 (except
for 2017 Notes authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other 2017 Notes pursuant to Section 2.8, 2.9,
2.11, 8.5 or 12.3 of the Indenture).
	 
	 	3.	 	Currency Denomination. The 2017 Notes shall be
denominated in Dollars.
	 
	 	4.	 	Maturity. The date on which the principal of the 2017
Notes is payable is March 1, 2017.
	 
	 	5.	 	Rate of Interest; Interest Payment Date; Regular Record
Dates. Each 2017 Note shall bear interest from March 5, 2007 at 5.70% per
annum until the principal thereof is paid. Such interest shall be payable
semi-annually in arrears on March 1 and September 1 of each year, commencing on
September 1, 2007, to the persons in whose names the 2017 Notes are registered
at the close of business on the immediately preceding February 15 and August
15, respectively. Interest on the 2017 Notes shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
March 5, 2007. Interest on the 2017 Notes shall be computed on the basis of a
360-day year comprised of twelve 30-day months. In the event that any date on
which principal, premium, if any, or interest is payable on the 2017 Notes is
not a Business Day, then payment of the principal, premium, if any, or interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay).
	 
	 	6.	 	Place of Payment. Principal of, premium, if any, and
interest on the 2017 Notes shall be payable, and the transfer of the 2017 Notes
shall be registrable, at the office or agency of the Issuer to be maintained
for such purpose in the Borough of Manhattan, The City of New York, except
that, at the option of the Issuer, interest may be paid by mailing a check to
the address of the person entitled thereto as it appears on the 2017 Notes
register; provided, however, that while any 2017 Notes are represented by a
Registered Global Security, payment of principal of, premium, if any, or




B-1









 






	 	 	 	interest on the 2017 Notes may be made by wire transfer to the account of
the Depositary or its nominee.
	 
	 	7.	 	Optional Redemption. The 2017 Notes may be redeemed,
in whole at any time or in part from time to time, at the option of the Issuer
at a redemption price equal to the greater of (i) 100% of their principal
amount and (ii) an amount, as determined by the Quotation Agent, equal to the
sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest
accrued as of the date of redemption), discounted to the date of redemption on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 20 basis points, plus, in each case, accrued
interest thereon to the date of redemption. Notwithstanding the foregoing,
installments of interest on 2017 Notes that are due and payable on interest
payment dates falling on or prior to a redemption date will be payable on the
interest payment date to the registered holders as of the close of business on
the relevant record date according to the 2017 Notes and the Indenture.
Holders of the 2017 Notes to be redeemed will receive notice thereof at least
30 and not more than 60 days prior to the date fixed for redemption. Unless
the Issuer defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the 2017 Notes or portions
thereof called for redemption. If less than all of the 2017 Notes are to be
redeemed, the 2017 Notes to be redeemed will be selected by the Trustee by a
method the Trustee deems to be fair and appropriate.
	 
	 	 	 	“Comparable Treasury Issue” means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term of the 2017 Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the
remaining term of the 2017 Notes.
	 
	 	 	 	“Comparable Treasury Price” means, with respect to any redemption date, (i)
the average of four Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
	 
	 	 	 	“Quotation Agent” means the Reference Treasury Dealer appointed by the
Issuer.
	 
	 	 	 	“Reference Treasury Dealer” means (i) Banc of America Securities LLC (or its
respective affiliates that are Primary Treasury Dealers) and its successors;
provided, however, that if any of the foregoing shall cease to




B-2









 






	 	 	 	be a primary U.S. Government securities dealer in New York City (a “Primary
Treasury Dealer”), the Issuer shall substitute therefor another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the
Issuer.
	 
	 	 	 	“Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third business day preceding that redemption date.
	 
	 	 	 	“Treasury Rate” means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
	 
	 	8.	 	Change of Control. If a Change of Control Triggering
Event occurs, unless the Issuer has exercised its right to redeem the 2017
Notes as described above, holders of the 2017 Notes will have the right to
require the Issuer to repurchase all or any part (equal to $1,000 or an
integral multiple of $1,000 in excess thereof) of their 2017 Notes pursuant to
the offer described below (the “Change of Control Offer”). In the Change of
Control Offer, the Issuer will be required to offer payment in cash equal to
101% of the aggregate principal amount of 2017 Notes repurchased plus accrued
and unpaid interest, if any, on the 2017 Notes repurchased, to the date of
purchase (the “Change of Control Payment”). Within 30 days following any Change
of Control Triggering Event, the Issuer will be required to mail a notice to
holders of the 2017 Notes describing the transaction or transactions that
constitute the Change of Control Triggering Event and offering to repurchase
the 2017 Notes on the date specified in the notice, which date will be no
earlier than 30 days and no later than 60 days from the date such notice is
mailed (the “Change of Control Payment Date”), pursuant to the procedures
described herein and in such notice. The Issuer must comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the 2017 Notes as a result of a
Change of Control Triggering Event. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions
herein, the Issuer will be required to comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations
under the Change of Control provisions herein by virtue of such conflicts.




B-3









 






	 	 	 	On the Change of Control Payment Date, the Issuer will be required, to the
extent lawful, to (i) accept for payment all 2017 Notes or portions of 2017
Notes properly tendered pursuant to the Change of Control Offer; (ii)
deposit with the paying agent an amount equal to the Change of Control
Payment in respect of all 2017 Notes or portions of 2017 Notes properly
tendered; and (iii) deliver or cause to be delivered to the Trustee the 2017
Notes properly accepted together with an Officer’s Certificate stating the
aggregate principal amount of 2017 Notes or portions of 2017 Notes being
purchased.
	 
	 	 	 	“Below Investment Grade Rating Event” means the 2017 Notes are rated below
an Investment Grade Rating by each of the Rating Agencies (as defined below)
on any date from the date of the public notice of an arrangement that could
result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of the Change of Control (which 60-day
period shall be extended so long as the rating of the 2017 Notes is under
publicly announced consideration for possible downgrade by any of the Rating
Agencies).
	 
	 	 	 	“Change of Control” means the occurrence of any of the following: (1) the
direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the
Issuer and its Subsidiaries taken as a whole to any Person other than the
Issuer or one of its Subsidiaries; (2) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of
which is that any Person becomes the beneficial owner, directly or
indirectly, of more than 50% of the then outstanding number of shares of the
Issuer’s voting stock; or (3) the first day on which a majority of the
members of the Issuer’s Board of Directors are not Continuing Directors.
Notwithstanding the foregoing, a transaction will not be deemed to be
involve a Change of Control if (i) the Issuer becomes a wholly owned
subsidiary of a holding company and (ii) the holders of the voting stock of
such holding company immediately following that transaction are
substantially the same as the holders of our voting stock immediately prior
to that transaction.
	 
	 	 	 	“Change of Control Triggering Event” means the occurrence of both a Change
of Control and a Below Investment Grade Rating Event.
	 
	 	 	 	“Continuing Directors” means, as of any date of determination, any member of
the Board of Directors of the Issuer who (1) was a member of such Board of
Directors on the date of original issue of this Security; or (2) was
nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of




B-4









 






	 	 	 	such Board of Directors at the time of such nomination or election (either
by a specific vote or by approval of the Issuer’s proxy statement in which
such member was named as a nominee for election as a director, without
objection to such nomination).
	 
	 	 	 	“Fitch” means Fitch Ratings.
	 
	 	 	 	“Investment Grade Rating” means a rating equal to or higher than BBB- (or
the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or
the equivalent) by S&P.
	 
	 	 	 	“Moody’s” means Moody’s Investors Service, Inc.
	 
	 	 	 	“Person” has the meaning set forth in the Indenture and includes a “person”
as used in Section 13(d)(3) of the Exchange Act.
	 
	 	 	 	“Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any
of Fitch, Moody’s or S&P ceases to rate the notes or fails to make a rating
of the notes publicly available for reasons outside of our control, a
“nationally recognized statistical rating organization” within the meaning
of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Issuer
(as certified by a Board Resolution) as a replacement agency for Fitch,
Moody’s or S&P, or all of them, as the case may be.
	 
	 	 	 	“S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc.
	 
	 	9.	 	Mandatory Redemption. The 2017 Notes are not
mandatorily redeemable and are not entitled to the benefit of a sinking fund or
any analogous provisions.
	 
	 	10.	 	Denominations. The 2017 Notes shall be issued
initially in minimum denominations of $1,000 and shall be issued in integral
multiples of $1,000 in excess thereof.
	 
	 	11.	 	Amount Payable Upon Acceleration. The principal of the
2017 Notes shall be payable upon declaration of acceleration pursuant to
Section 5.1 of the Indenture.
	 
	 	12.	 	Payment Currency. Principal and interest on the 2017
Notes shall be payable in Dollars.
	 
	 	13.	 	Payment Currency — Election. The principal of and
interest on the 2017 Notes shall not be payable in a currency other than
Dollars.




B-5









 






	 	14.	 	Payment Currency — Index. The principal of and
interest on the 2017 Notes shall not be determined with reference to an index
based on a coin or currency.
	 
	 	15.	 	Registered Securities. The 2017 Notes shall be issued
only as Registered Securities. The 2017 Notes shall be issuable as Registered
Global Securities.
	 
	 	16.	 	Additional Amounts. The Issuer shall not pay
additional amounts on the 2017 Notes held by a Person that is not a U.S. Person
in respect of taxes or similar charges withheld or deducted.
	 
	 	17.	 	Definitive Certificates. Section 2.8 of the Indenture
will govern the transferability of the 2017 Notes in definitive form.
	 
	 	18.	 	Registrar; Paying Agent; Depositary. The Trustee shall
initially serve as the registrar and the paying agent for the 2017 Notes. The
Depository Trust Company shall initially serve as the Depositary for the
Registered Global Security representing the 2017 Notes.
	 
	 	19.	 	Events of Default; Covenants. There shall be no
deletions from or modifications or additions to the Events of Default set forth
in Section 5.1 of the Indenture with respect to the 2017 Notes. There shall be
the following additions to the covenants of the Issuer set forth in Article III
of the Indenture with respect to the 2017 Notes:
	 
	 	 	 	Limitation on Liens. The Issuer covenants that, so long as any of the 2017
Notes remain outstanding, it shall not, nor shall it permit any Consolidated
Subsidiary to, create or assume any Indebtedness for money borrowed which is
secured by a mortgage, pledge, security interest or lien (“liens”) of or
upon any assets, whether now owned or hereafter acquired, of the Issuer or
any such Consolidated Subsidiary without equally and ratably securing the
2017 Notes by a lien ranking ratably with and equal to (or at the option of
the Issuer, senior to) such secured Indebtedness, except that the foregoing
restriction shall not apply to (a) liens on any assets of any corporation
existing at the time such corporation becomes a Consolidated Subsidiary; (b)
liens on any assets existing at the time of acquisition of such assets by
the Issuer or a Consolidated Subsidiary, or liens to secure the payment of
all or any part of the purchase price of such assets upon the acquisition of
such assets by the Issuer or a Consolidated Subsidiary or to secure any
indebtedness incurred or guaranteed by the Issuer or a Consolidated
Subsidiary prior to, at the time of, or within 360 days after such
acquisition (or in the case of real property, the completion of construction
(including any improvements on an existing asset) or commencement of full
operation of such asset, whichever is later), which indebtedness is incurred
or guaranteed for the purpose of financing all or




B-6









 






	 	 	 	any part of the purchase price thereof or, in the case of real property,
construction or improvements thereon; provided, however, that in the case of
any such acquisition, construction or improvement, the lien shall not apply
to any assets theretofore owned by the Issuer or a Consolidated Subsidiary,
other than, in the case of any such construction or improvement, any real
property on which the property so constructed, or the improvement, is
located, or to secure the payment of the purchase price of such assets, or
to secure indebtedness incurred or guaranteed by the Issuer or a
Consolidated Subsidiary for the purpose of financing the purchase price of
such assets or improvements or construction thereon, which indebtedness is
incurred or guaranteed prior to, at the time of or within 360 days after
such acquisition (or in the case of real property, completion of such
improvement or construction or commencement of full operation of such
property, whichever is later); (c) liens on any assets securing indebtedness
owed by any Consolidated Subsidiary to the Issuer or another wholly owned
Subsidiary; (d) liens on any assets of a corporation existing at the time
such corporation is merged into or consolidated with the Issuer or a
Subsidiary or at the time of a purchase, lease or other acquisition of the
assets of a corporation or firm as an entirety or substantially as an
entirety by the Issuer or a Subsidiary; (e) liens on any assets of the
Issuer or a Consolidated Subsidiary in favor of the United States of America
or any state thereof, or any department, agency or instrumentality or
political subdivision of the United States of America or any State thereof,
or in favor of any other country, or any political subdivision thereof, to
secure partial, progress, advance or other payments pursuant to any contract
or statute or to secure any indebtedness incurred or guaranteed for the
purpose of financing all or any part of the purchase price (or, in the case
of real property, the cost of construction) of the assets subject to such
liens (including, but not limited to, liens incurred in connection with
pollution control, industrial revenue or similar financing); (f) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any lien referred to in the foregoing
clauses (a) to (e), inclusive; provided, however, that the principal amount
of indebtedness secured thereby shall not exceed the principal amount of
indebtedness so secured at the time of such extension, renewal or
replacement, and that such extension, renewal or replacement shall be
limited to all or a part of the assets which secured the lien so extended,
renewed or replaced (plus improvements and construction on such real
property); (g) liens imposed by law, such as mechanics’, workmen’s,
repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other
similar liens arising in the ordinary course of business, or governmental
(federal, state or municipal) liens arising out of contracts for the sale of
products or services by the Issuer or any Consolidated Subsidiary, or
deposits or pledges to obtain the release of any of the foregoing liens; (h)
pledges, liens or deposits under worker’s compensation laws or similar
legislation and liens or judgments




B-7









 






	 	 	 	thereunder which are not currently dischargeable, or in connection with
bids, tenders, contracts (other than for the payment of money) or leases to
which the Issuer or any Consolidated Subsidiary is a party, or to secure
public or statutory obligations of the Issuer or any Consolidated
Subsidiary, or in connection with obtaining or maintaining self-insurance or
to obtain the benefits of any law, regulation or arrangement pertaining to
unemployment insurance, old age pensions, social security or similar
matters, or to secure surety, appeal or customs bonds to which the Issuer or
any Consolidated Subsidiary is a party, or in litigation or other
proceedings such as, but not limited to, interpleader proceedings, and other
similar pledges, liens or deposits made or incurred in the ordinary course
of business; (i) liens created by or resulting from any litigation or other
proceeding which is being contested in good faith by appropriate
proceedings, including liens arising out of judgements or awards against the
Issuer or any Consolidated Subsidiary with respect to which the Issuer or
such Consolidated Subsidiary is in good faith prosecuting an appeal or
proceedings for review or for which the time to make an appeal has not yet
expired; or final unappealable judgment liens which are satisfied within 15
days of the date of judgment; or liens incurred by the Issuer or any
Consolidated Subsidiary for the purpose of obtaining a stay or discharge in
the course of any litigation or other proceeding to which the Issuer or such
Consolidated Subsidiary is a party; (j) liens for taxes or assessments or
governmental charges or levies not yet due or delinquent, or which can
thereafter be paid without penalty, or which are being contested in good
faith by appropriate proceedings; landlord’s liens on property held under
lease; and any other liens or charges incidental to the conduct of the
business of the Issuer or any Consolidated Subsidiary or the ownership of
the assets of any of them which were not incurred in connection with the
borrowing of money or the obtaining of advances or credit and which do not,
in the opinion of the Issuer, materially impair the use of such assets in
the operation of the business of the Issuer or such Consolidated Subsidiary
or the value of such assets for the purposes thereof; or (k) liens relating
to accounts receivable of the Issuer or any of its Subsidiaries which have
been sold, assigned or otherwise transferred to another Person in a
transaction classified as a sale of accounts receivable in accordance with
generally accepted accounting principles (to the extent the sale by the
Issuer or the applicable Subsidiary is deemed to give rise to a lien in
favor of the purchaser thereof in such accounts receivable or the proceeds
thereof). Notwithstanding the above, the Issuer or any Consolidated
Subsidiary may, without securing the 2017 Notes, create or assume any
Indebtedness which is secured by a lien which would otherwise be subject to
the foregoing restrictions, provided that at the time of such creation or
assumption, after giving effect thereto, Exempted Debt does not exceed 10%
of the total assets of the Issuer and its Subsidiaries on a consolidated
basis, determined in accordance with generally accepted accounting
principles.




B-8









 






	 	 	 	Limitation on Sale and Lease-Back Transactions. The Issuer covenants that,
so long as any of the 2017 Notes remain outstanding, the Issuer will not,
nor shall the Issuer permit any Consolidated Subsidiary to, enter into any
sale and lease-back transaction with respect to any assets, other than any
sale lease-back transaction (involving a lease for a term of not more than
three years), unless either (a) the Issuer or such Consolidated Subsidiary
would be entitled to incur Indebtedness secured by a lien on the assets to
be leased in an amount at least equal to the Attributable Debt in respect of
such transaction without equally and ratably securing the 2017 Notes
pursuant to clauses (a) through (j) inclusive of the covenant with respect
to “Limitation on Liens” above, or (b) the proceeds of the sale of the
assets to be leased are at least equal to their fair market value (as
determined by the Board of Directors of the Issuer) and the proceeds are
applied to the purchase or acquisition (or, in the case of real property,
the construction) of assets or to the retirement (other than at maturity or
pursuant to a mandatory sinking fund or mandatory redemption provision) of
indebtedness. The foregoing limitation shall not apply, if at the time the
Issuer or any Consolidated Subsidiary enters into such sale and lease-back
transaction, and after giving effect thereto, Exempted Debt does not exceed
10% of the total assets of the Issuer and its Subsidiaries on a consolidated
basis, determined in accordance with generally accepted accounting
principles.
	 
	 	 	 	The term “Attributable Debt” in connection with a sale and lease-back
transaction shall mean, as of the date of determination, the lesser of (a)
the fair value of the assets subject to such transaction, as determined by
McKesson’s Board of Directors, or (b) the present value (discounted at the
rate of interest set forth in or implicit in the terms of such lease or, if
it is not practicable to determine such rate, the weighted average interest
rate per annum borne by all series of Securities then Outstanding and
subject to the “Limitation on Sale and Lease-back Transactions” covenant
above compounded semi-annually, in either case as determined by the
principal accounting or financial officer of the Issuer) of the obligations
of the Issuer or any Consolidated Subsidiary for net rental payments during
the remaining term of all leases (including any period for which such lease
has been extended or may, at the option of the lessor, be extended).
	 
	 	 	 	The term “Consolidated Subsidiary” shall mean any Subsidiary substantially
all the property of which is located, and substantially all the operations
of which are conducted, in the United States of America whose financial
statements are consolidated with those of the Issuer in accordance with
generally accepted accounting principles.
	 
	 	 	 	The term “Exempted Debt” shall mean the sum of the following as of the date
of determination: (i) Indebtedness of the Issuer and its Consolidated




B-9









 






	 	 	 	Subsidiaries incurred after the date of issuance of the Notes and secured by
liens not permitted to be created or assumed pursuant to the covenant with
respect to “Limitation on Liens” above, and (ii) Attributable Debt of the
Issuer and its Consolidated Subsidiaries in respect of every sale and
lease-back transaction entered into after the date of issuance of the Notes,
other than leases expressly permitted by the covenant with respect to
“Limitation on Sale and Lease-Back Transactions” above.
	 
	 	 	 	The term “Indebtedness” shall mean all items classified as indebtedness on
the most recently available consolidated balance sheet of the Issuer and its
Consolidated Subsidiaries, in accordance with generally accepted accounting
principles.
	 
	 	 	 	The term “net rental payments” under any lease of any period shall mean the
sum of the rental and other payments required to be paid in such period by
the lessee thereunder, not including, however, any amounts required to be
paid by such lessee (whether or not designated as rental or additional
rental) on account of maintenance and repairs, reconstruction, insurance,
taxes, assessments, water rates or similar charges required to be paid by
such lessee thereunder or any amounts required to be paid by such lessee
thereunder contingent upon the amount of sales, maintenance and repairs,
reconstruction, insurance, taxes, assessments, water rates or similar
charges.
	 
	 	 	 	The term “Subsidiary” shall mean any corporation of which at least a
majority of the outstanding stock having voting power under ordinary
circumstances for the election of the board of directors of such corporation
shall at the time be owned by the Issuer or by the Issuer and one or more
Subsidiaries or by one or more Subsidiaries.
	 
	 	20.	 	Conversion and Exchange. The 2017 Notes shall not be
convertible into or exchangeable into any other security.
	 
	 	21.	 	Further Issues. The Issuer may, without notice to or
the consent of the holders of the 2017 Notes, create and issue further notes
ranking equally and ratably with the 2017 Notes in all respects, or in all
respects except for the payment of interest accruing prior to the issue date of
such further notes. Such further notes shall be consolidated and form a single
series with the 2017 Notes and shall have the same terms as to status,
redemption or otherwise as the 2017 Notes.
	 
	 	22.	 	Other Terms. The 2017 Notes shall have the other terms
and shall be substantially in the form set forth in the form of the 2017 Notes
attached hereto as Annex B-1. In case of any conflict between this Annex B and
the 2017 Notes, the form of the 2017 Notes shall control.










B-10









 











     Capitalized terms used but not otherwise defined in this Annex B shall have the respective
meanings ascribed to such terms in the Indenture.




B-11










 





ANNEX B-1




[FORM OF 2017 NOTE]




 









 





			
	REGISTERED
	 	REGISTERED





THIS NOTE IS A REGISTERED GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS REGISTERED
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE
DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE.




			
	No. 1
	 	CUSIP NO. 581557 AV7






McKESSON CORPORATION




5.70% NOTES DUE MARCH 1, 2017




     McKesson Corporation, a Delaware corporation (the “Issuer,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to, Cede & Co., or registered assigns, the principal sum of Five Hundred Million Dollars
($500,000,000) on March 1, 2017 and to pay interest on said principal sum from March 5, 2007, or
from the most recent interest payment date to which interest has been paid or duly provided for,
semi-annually in arrears on March 1 and September 1 (each such date, an “Interest Payment Date”) of
each year commencing on September 1, 2007, at the rate of 5.70% per annum until the principal
hereof shall have become due and payable.



     The amount of interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year comprised of twelve 30-day months. In the event that any date on which the
principal or interest payable on this Note is not a Business Day, then payment of principal or
interest payable on such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of such delay). The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in the Indenture (referred to on the reverse hereof) be paid to the person in whose name this Note
is registered at the close of business on the record date for such interest installment, which
shall be the close of business on the immediately preceding February 15 and August 15 prior to such
Interest Payment Date, as applicable. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered holders on such record date and
may be paid to the person in whose name this Note is registered at the close of business on a
subsequent record date (which shall be not less than five Business Days prior to the date of
payment of such defaulted interest), notice whereof shall be given by mail by or on behalf of the
Issuer to the registered holders of Notes not less than 15 days preceding such subsequent record
date, all as more fully provided in the Indenture. The principal of and the interest on this Note
shall be payable at the office or agency of the Issuer maintained for that purpose in any coin or
currency of the United States of America that at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of interest may be made at the option of
the Issuer by check mailed to the person entitled thereto at such address as shall appear in the
registry books of the



 









 







Issuer; provided, further that for so long as this Note is represented by a Registered Global
Security, payment of principal, premium, if any, or interest on this Note may be made by wire
transfer to the account of the Depositary or its nominee.



     Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee (as defined below) under the Indenture (as defined below), by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.



     Capitalized terms used in this Note which are defined in the Indenture shall have the
respective meanings assigned to them in the Indenture.



     The provisions of this Note are continued on the reverse side hereof and such continued
provisions shall for all purposes have the same effect as though fully set forth at this place.



 









 





     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed, manually or in
facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.



	 	 	 	 	 	 	 
	 	 	McKESSON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Nicholas A. Loiacono	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






Attest:




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






CERTIFICATE OF AUTHENTICATION

This is one of the Securities

referred to in the within-mentioned

Indenture.




	 	 	 	 	 
	THE BANK OF NEW YORK TRUST COMPANY, N.A.	 	 
	 

	 	as Trustee	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 
	 
	 	 	 	 
	Dated:

	 	 	 	 
	 

	 	 	 	 





 









 





[REVERSE SIDE OF NOTE]




     This Note is one of a duly authorized series of securities (the “Securities”) of the Issuer
designated as its 5.70% Notes due March 1, 2017 (the “Notes”). The Securities are all issued or
to be issued under and pursuant to an Indenture, dated as of March 5, 2007 (the “Indenture”), duly
executed and delivered between the Issuer and The Bank of New York Trust Company, N.A., a national
banking association (the “Trustee,” which term includes any successor Trustee with respect to the
Securities under the Indenture), to which the Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of the Issuer, the
Trustee and the holders of the Securities and the terms upon which the Notes are to be
authenticated and delivered. The terms of individual series of Securities may vary with respect to
interest rate or interest rate formulas, issue dates, maturity, redemption, repayment, currency of
payment and otherwise.



     The Notes are issuable only as Registered Securities in minimum denominations of $1,000 and
integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to
certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes as requested by the holder surrendering the same.



     Except as set forth below, this Note is not redeemable and is not entitled to the benefit of a
sinking fund or any analogous provision.



     The Notes may be redeemed, in whole at any time or in part from time to time, at the option of
the Issuer at a redemption price equal to the greater of (i) 100% of their principal amount and
(ii) an amount, as determined by the Quotation Agent, equal to the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption), discounted to the date of redemption on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 20 basis points, plus, in each case, accrued interest thereon to the date of redemption.
Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on
interest payment dates falling on or prior to a redemption date will be payable on the interest
payment date to the registered holders as of the close of business on the relevant record date.
Holders of the Notes will receive notice thereof at least 30 and not more than 60 days prior to the
date fixed for redemption. Unless the Issuer defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Notes or portions thereof called
for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed will be
selected by the Trustee by a method the Trustee deems to be fair and appropriate.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of
four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.



     “Reference Treasury Dealer” means (i) Banc of America Securities LLC (or its affiliates that
are Primary Treasury Dealers) and its successors; provided, however, that if any of the



1









 







foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a
“Primary Treasury Dealer”), the Issuer shall substitute therefor another Primary Treasury Dealer;
and (ii) any other Primary Treasury Dealer selected by the Issuer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding that redemption date.



     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.



     If a Change of Control Triggering Event occurs, unless the Issuer has exercised its right to
redeem the Notes as described above, holders of the Notes will have the right to require the Issuer
to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof)
of their Notes pursuant to the offer described below (the “Change of Control Offer”). In the
Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the
Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days
following any Change of Control Triggering Event, the Issuer will be required to mail a notice to
holders of the Notes describing the transaction or transactions that constitute the Change of
Control Triggering Event and offering to repurchase the Notes on the date specified in the notice,
which date will be no earlier than 30 days and no later than 60 days from the date such notice is
mailed (the “Change of Control Payment Date”), pursuant to the procedures described herein and in
such notice. The Issuer must comply with the requirements of Rule 14e-1 under the Exchange Act and
any other Notes laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change of Control
Triggering Event. To the extent that the provisions of any securities laws or regulations conflict
with the Change of Control provisions herein, the Issuer will be required to comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under the Change of Control provisions herein by virtue of such conflicts.



     On the Change of Control Payment Date, the Issuer will be required, to the extent lawful, to
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of
Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment
in respect of all Notes or portions of Notes properly tendered; and (iii) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating
the aggregate principal amount of Notes or portions of Notes being purchased.



     “Below Investment Grade Rating Event” means the Notes are rated below an Investment Grade
Rating by each of the Rating Agencies (as defined below) on any date from the date of the public
notice of an arrangement that could result in a Change of Control until the end of the 60-day
period following public notice of the occurrence of the Change of Control (which 60-day period
shall be extended so long as the rating of the Notes is under publicly announced consideration for
possible downgrade by any of the Rating Agencies).



     “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the properties or assets of
the Issuer



2









 







and its Subsidiaries taken as a whole to any Person other than the Issuer or one of its
Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any Person becomes the beneficial owner, directly or
indirectly, of more than 50% of the then outstanding number of shares of the Issuer’s voting stock;
or (3) the first day on which a majority of the members of the Issuer’s Board of Directors are not
Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to be
involve a Change of Control if (i) the Issuer becomes a wholly owned subsidiary of a holding
company and (ii) the holders of the voting stock of such holding company immediately following that
transaction are substantially the same as the holders of our voting stock immediately prior to that
transaction.



     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Issuer who (1) was a member of such Board of Directors on the date of original
issue of this Security; or (2) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election (either by a specific vote or by approval of
the Issuer’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).



     “Fitch” means Fitch Ratings.



     “Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by
Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Person” has the meaning set forth in the Indenture and includes a “person” as used in Section
13(d)(3) of the Exchange Act.



     “Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s
or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for
reasons outside of our control, a “nationally recognized statistical rating organization” within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Issuer (as
certified by a Board Resolution) as a replacement agency for Fitch, Moody’s or S&P, or all of them,
as the case may be.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.



     If an Event of Default with respect to the Notes shall occur and be continuing, the principal
of all the Notes may be declared due and payable in the manner and with the effect provided in the
Indenture.



     The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of
the holders of not less than a majority in aggregate principal amount of the Senior Securities or
Subordinated Securities, as the case may be, of all series issued under such Indenture then
outstanding and affected (each voting as one class), to add any provisions to, or change in any
manner, eliminate or waive any of the provisions of, such Indenture or modify in any manner the
rights of the holders of the Securities of each series or Coupons so affected; provided that the
Issuer and the Trustee may not,



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without the consent of the holder of each Outstanding Security affected thereby, (i) extend
the final maturity of the principal of any Security or reduce the principal amount thereof or
premium thereon, if any, or reduce the rate or extend the time of payment of interest thereon, or
reduce any amount payable on redemption thereof or change the currency in which the principal
thereof (other than as otherwise may be provided with respect to such series), premium, if any, or
interest thereon is payable or reduce the amount of the principal of any Original Issue Discount
Security that is payable upon acceleration or provable in bankruptcy, or in the case of
Subordinated Securities of any series, modify any of the subordination provisions or the definition
of “Senior Indebtedness” relating to such series in a manner adverse to the holders of such
Subordinated Securities, or alter certain provisions of the Indenture relating to Securities not
denominated in Dollars or the Judgment Currency of such Securities or impair or affect the right of
any Securityholder to institute suit for the enforcement of any payment thereof when due or, if the
Securities provide therefor, any right of repayment at the option of the Securityholder or (ii)
reduce the aforesaid percentage in principal amount of Securities of any series issued under the
Indenture, the consent of the holders of which is required for any such modification. It is also
provided in the Indenture that, with respect to certain defaults or Events of Default regarding the
Securities of any series, the holders of a majority in aggregate principal amount Outstanding of
the Securities of each such series, each such series voting as a separate class (or, of all
Securities, as the case may be voting as a single class) may under certain circumstances waive all
defaults with respect to each such series (or with respect to all the Securities, as the case may
be) and rescind and annul a declaration of default and its consequences, but no such waiver or
rescission and annulment shall extend to or affect any subsequent default or shall impair any right
consequent thereto. The preceding sentence shall not, however, apply to a default in the payment
of the principal of or interest on any of the Securities.



     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and interest on this Note at the time, place and rate, and in the coin or currency,
herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note may be registered on the registry books of the Issuer, upon surrender of this
Note for registration of transfer at the office or agency of the Issuer maintained by the Issuer
for such purpose in the Borough of Manhattan, The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee
duly executed by, the holder hereof or by its attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.



     No service charge shall be made for any such registration of transfer or exchange, but the
Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.



     Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee
and any agent of the Issuer or the Trustee may treat the person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.



     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.



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[FORM OF SCHEDULE FOR ENDORSEMENTS ON REGISTERED

GLOBAL SECURITIES TO REFLECT CHANGES IN PRINCIPAL AMOUNT]




Schedule A




Changes to Principal Amount of Registered Global Securities




	 	 	 	 	 	 	 
	 	 	Principal Amount	 	 	 	 
	 	 	of Notes	 	 	 	 
	 	 	by which this Registered	 	 	 	 
	 	 	Global Security is to be	 	Remaining Principal	 	 
	 	 	Reduced or Increased,	 	Amount of this	 	 
	 	 	and Reason for	 	Registered	 	 
	Date	 	Reduction or Increase	 	Global Security	 	Notation Made By
	 

	 	 	 	 	 	 






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