exv10w9






EXHIBIT 10.9




McKESSON CORPORATION




CHANGE IN CONTROL POLICY FOR SELECTED EXECUTIVE EMPLOYEES




Effective January 1, 2009




(Amended and Restated on October 24, 2008)




 









 





McKESSON CORPORATION




CHANGE IN CONTROL POLICY FOR SELECTED EXECUTIVE EMPLOYEES




Effective January 1, 2009




(Amended and Restated on October 24, 2008)





	1.	 	ADOPTION AND PURPOSE OF POLICY.




The McKesson Corporation Change in Control Policy for Selected Executive Employees (the “Policy”)
was adopted effective November 1, 2006 by McKesson to provide a program of severance payments to
certain employees of McKesson and its designated subsidiaries whose employment is terminated as the
result of a Change in Control. The Policy is an employee welfare benefit plan within the meaning of
Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and
Section 2510.3-1 of the regulations issued thereunder. This document constitutes both the plan
document and the summary plan description of the Policy. The plan administrator of the Policy for
purposes of ERISA is McKesson. The Policy was amended and restated effective as of November 1,
2006, and last amended and restated to read as set forth herein effective as of October 24, 2008.





	2.	 	CHANGE IN CONTROL BENEFITS.




(a) Basic Change in Control Benefits. In the event of the occurrence of a Change in Control
where a Participant’s employment is terminated under circumstances that constitute a Separation
from Service (i) proximate to and initiated at the direction of the person or entity that is
involved in, or otherwise in connection with, such Change in Control, for any reason other than
Cause or (ii) initiated by the Participant for Good Reason, and if such termination of employment
occurs within the period six months preceding or 24 months following a Change in Control, that
Participant shall be entitled to a Change in Control benefit equal to the following:




     Tier One Participant: 2.99 times Earnings



     Tier Two Participant: 2 times Earnings



     Tier Three Participant: 1 times Earnings


(b) Other Change in Control Benefits. A Participant who is entitled to the basic Change in
Control benefit provided in (a) above also shall be entitled to the following:




     (i) If the Participant is a Tier One Participant and is covered by the Executive Benefit
Retirement Plan, his or her straight life annuity benefits under that Plan shall be calculated by
adding three additional years of age and three additional years of service to the Participant’s
actual age and service; provided, however, that the actuarially equivalent lump sum value amount
shall be based on the Participant’s actual age; and



     (ii) The Participant is and his or her eligible dependents are eligible to have continued
coverage under McKesson-sponsored medical plan benefits or comparable medical plan benefits



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in which the Participant was a participant at the time of Separation from Service for the
number of years set forth below from the date of Separation from Service, at a cost no greater than
the cost in effect at the time of the Change in Control:


Tier One Participant 3 years



Tier Two Participant 2 years



Tier Three Participant 1 year




     (iii) The Participant is eligible to have continued Company-paid life insurance at the level
in effect on the date of the Change in Control for the number of years set forth below from the
date of termination:


Tier One Participant 3 years



Tier Two Participant 2 years



Tier Three Participant 1 year




     (iv) The Participant is eligible for reasonable outplacement services, in an amount not to
exceed the amount determined by the Executive Vice President, Human Resources; provided, however,
that the expenses for such services shall not be incurred by the Participant at any time after the
last day of the second taxable year following the taxable year in which the Participant’s
Separation from Service occurs, and such expenses shall not be reimbursed by McKesson at any time
after the last day of the third taxable year following the taxable year in which Executive’s
Separation from Service occurs.



     (v) If, as a result of the Participant’s employment with McKesson or termination thereof, the
benefits received by the Participant (the “Total Payments”) are subject to the excise tax provision
set forth in Section 4999 of the Code (the “Excise Tax”), McKesson shall pay to Participant an
additional amount (the “Gross-Up Payment”) such that the net amount retained by Participant, after
deduction of any Excise Tax on the benefits received hereunder and any federal, state and local
income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total
Payments; provided, however, that subject to paragraph c the Gross-Up Payment shall be made to
Participant no later than the end of the taxable year following the taxable year in which his or
her applicable taxes are remitted to the taxing authorities. For purposes of determining whether
any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A)
all of the Total Payments shall be treated as “parachute payments” (within the meaning of Section
280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable
to the Participant and selected by the accounting firm which was, immediately prior to the Change
in Control, the. Company’s independent auditor (the “Auditor”), such payments or benefits (in whole
or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of
the Code, (B) all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code
shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess
parachute payments (in whole or in part) represent “reasonable compensation” for services actually
rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the Base



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Amount (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable
compensation, or are otherwise not subject to the Excise Tax, and (C) the value of any noncash
benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with
the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount
of the Gross-Up Payment, the Participant shall be deemed to pay federal income tax at the highest
marginal rate of federal income taxation in the calendar year in which the Gross-Up



Payment is to be made and state and local income taxes at the highest marginal rate of taxation in
the state and locality of the Participant’s residence on the date of termination (or if there is no
date of termination, then the date on which the Gross-Up Payment is calculated for purposes of this
paragraph, net of the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes). In the event that the Excise Tax is finally determined to
be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the
Participant shall repay to McKesson, within five business days following the time that the amount
of such reduction in the Excise Tax is finally determined, the portion of the Gross-Up Payment
attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the
Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment
being repaid by the Participant, to the extent that such repayment results in a reduction in the
Excise Tax and a dollar-for-dollar reduction in the Participant’s taxable income and wages for
purposes of federal, state and local income and employment taxes, plus interest on the amount of
such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of the Code). In the event
that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating
the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), McKesson shall make an additional Gross-Up Payment
in respect of such excess (plus any interest, penalties or additions payable by the Participant
with respect to such excess) within five business days following the time that the amount of such
excess is finally determined. The Participant and McKesson shall each reasonably cooperate with the
other in connection with any administrative or judicial proceedings concerning the existence or
amount of liability for Excise Tax with respect to the Total Payments.



     (vi) Each benefit provided for in this paragraph (b) is a separate “payment” within the
meaning of Treasury Regulation section 1.409A-2(b)(2)(i). The benefit provided in subparagraphs
(ii) — (iv) above may be in the form of a reimbursement or an in-kind benefit (payment made
directly to the provider of the benefits). Such reimbursements or in-kind benefits provided during
a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be
provided, in any other calendar year.


(c) If any of the payments or benefits payable to Executive under this Agreement when considered
together with any other payments or benefits which may be considered deferred compensation under
Section 409A of Code would result in the imposition of additional tax under Section 409A of the
Code if paid to Executive on or within the six (6) month period following Executive’s Separation
from Service, then to the extent such portion of the payments or benefits resulting in the
imposition of additional tax would otherwise have been payable on or within the first six (6)
months following his or her Separation from Service, shall be paid or reimbursed in a lump sum in
the seventh (7th) month following such Separation (or such longer period as is required to avoid
the imposition of additional tax under Section 409A of the Code). If any


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amount due under paragraph (a) above is delayed under this paragraph (c), then such lump sum amount
shall accrue interest at DCAP Rate for the period of such deferral, which interest shall be paid
together with such payment. All subsequent payment or benefits will be payable in accordance with
the payment schedule applicable to each such payment or benefits.



(d) Nothing in this Policy shall alter or impair any rights a Participant may have upon Separation
from Service under any other plan or program of the Company. Notwithstanding the foregoing, no
individual covered by an agreement with the Company or an affiliate that provides for benefits in
the event of a change in control or similar event shall be a Participant in this Policy.





	3.	 	FORM OF BENEFIT.




The benefit described in Section 2(a) shall be paid in a lump sum in the seventh month following
the month in which the date of the Participant’s Separation from Service occurs. Such payment shall
include an additional amount representing interest credited at the rate being credited to accounts
under McKesson’s Deferred Compensation Administration Plan III during the period of delay measured
from Participant’s Separation from Service until the scheduled payment date.





	4.	 	EFFECT OF DEATH OF EMPLOYEE.




Should a Participant die after Separation from Service and becoming eligible to receive the
benefits provided in Section 2(a) prior to the payment of the entire benefit due hereunder, the
balance of the benefit payable under Section 2(a) shall be paid in a lump sum to the Participant’s
surviving spouse, or, if none, to his or her surviving children or, if none, to his or her estate,
as soon as reasonably practicable, but in no event later than 90 days, after the date of death. The
benefits set forth in Section 2(b) (other than subsection (iv)) shall continue to apply following
the Participant’s death. If a Participant dies prior to Separation from Service, no payments will
be made or benefits provided under this Policy.





	5.	 	AMENDMENT AND TERMINATION.




McKesson reserves the right to amend the Policy or increase or decrease the amount of any benefit
provided under the Policy by action of the Compensation Committee of the Board. Furthermore, no
such action shall have the effect of decreasing the benefit of a Participant whose Separation from
Service following a Change in Control occurred prior to the date of the Board’s or Compensation
Committee’s action, and, no action taken within six months before or twenty-four months after a
Change in Control shall be effective if the result of such action would be to decrease the benefit
of any individual who has been designated a Participant pursuant to Section 10(g)(i).



The Board in its discretion may at any time terminate the Policy in accordance with Treasury
Regulation section 1.409A-3(j)(4)(ix).





	6.	 	ADMINISTRATION AND FIDUCIARIES.




(a) Plan Sponsor and Administrator. McKesson is the “plan sponsor” and the “Administrator”
of the Policy, within the meaning of ERISA.




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(b) Administrative Responsibilities. McKesson shall be the named fiduciary, within the
meaning of ERISA, with the power and sole discretion to determine who is eligible for benefits
under the Policy, to determine the value of benefits paid in any form other than cash or the
present value of any cash or other benefits paid over time, to interpret the Policy and to
prescribe such forms, make such rules, regulations and computations and prescribe such guidelines
as it may determine are necessary or appropriate for the operation and administration of the Policy
and to change the terms of or rescind such rules, regulations or guidelines. Such determinations of
eligibility, rules, regulations, interpretations, computations and guidelines shall be conclusive
and binding upon all persons. In administering the Policy, McKesson shall at all times discharge
its duties with respect to the Policy in accordance with the standards set forth in Section
404(a)(1) of ERISA.



(c) Allocation and Delegation of Responsibilities. The Compensation Committee may allocate
any of McKesson’s responsibilities for the operation and administration of the Policy among
McKesson’s officers, employees and agents. It may also delegate any of McKesson’s responsibilities
under the Policy by designating, in writing, another person to carry out such responsibilities.



(d) No Individual Liability. It is declared to be the express purpose and intent of
McKesson that no individual liability shall attach to or be incurred by any member of the Board of
McKesson, or by any officer, employee representative or agent of the Company, under, or by reason
of the operation of, the Policy.



(e) Employer Identification Number and Policy Number. The employer identification number
(EIN) assigned to McKesson by the Internal Revenue Service is 94-3207296. The plan number (PIN)
assigned to the Policy by McKesson is ___.



(f) Policy Year. All records with respect to the Policy are kept on a calendar year basis.



(g) Legal Actions. No lawsuit can be brought to recover a benefit under the Policy until
an individual or his or her representative has done all of the following: (i) filed a
written claim as required by the Policy, (ii) received a written denial of the claim (or the claim
is deemed denied as described below), (iii) filed a written request for a review of the denied
claim with the Administrator, and (iv) received written notification that the denial of the claim
has been affirmed (or the denial is deemed to be affirmed as described below).



(h) Agent for Service of Legal Process. If an individual wish to take legal action after
exhausting the Policy’s claims and appeal procedures, legal process should be served on: Senior
Vice President, Human Resources, McKesson Corporation, One Post Street, San Francisco, California
94104. The individual may also serve process on the Policy by serving the Administrator at the
address shown above.





	(i)	 	ERISA Rights.





     (i) Participant’s are entitled to certain rights and protections under Title I of ERISA.



     (ii) Participant’s may examine without charge all official Policy documents during business
hours in the McKesson Benefits Department. These documents include the legal texts
of the plans, Policy descriptions and annual reports that McKesson files with the U.S. Department
of Labor.



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     (iii) Participant’s may also obtain a copy of any of these documents by writing to the
Administrator, and may be charged a reasonable fee for copies.



     (iv) Participant’s have the right to receive a summary of the Policy’s annual financial
report. The Administrator is required by law to furnish each Participant with a copy of this
summary annual report.



     (v) Questions about this Policy should be directed to the Administrator. Participant’s that
have any questions about this statement or about his or her rights under ERISA, or if he or she
needs assistance in obtaining documents from the Administrator, the Participant should contact the
nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed
in the telephone directory, or the Division of Technical Assistance and Inquiries, Employee
Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
Washington, D.C. 20210. Participants may also obtain certain publications about their rights and
responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security
Administration.



     (vi) No right to a benefit under the Policy shall depend (or shall be deemed to depend) upon
whether a Participant retires or elects to receive retirement benefits under the terms of any
employee pension benefit plan.



     (vii) The Policy shall contain no terms or provisions except those set forth herein, or as
hereafter amended in accordance with the provisions of Section 5. If any description made in any
other document is deemed to be in conflict with any provision of the Policy, the provisions of the
Policy shall control.




	7.	 	CLAIMS AND APPEAL PROCEDURES




(a) Informal Resolution of Questions. Any Participant who has questions or concerns about
his or her benefits under the Policy is encouraged to communicate with the Human Resources
Department of McKesson. If this discussion does not give the Participant satisfactory results, a
formal claim for benefits may be made in accordance with the procedures of this Section 7.



(b) Formal Benefits Claim — Review by Executive Vice President, Human
Resources.1 A Participant may make a written request for review of any matter
concerning his or her benefits under this Policy. The claim must be addressed to the Executive Vice
President, Human Resources, McKesson Corporation, One Post Street, San Francisco, California.
94104. The Executive Vice President, Human Resources or his or her delegate (“Executive Vice
President”) shall decide the action to be taken with respect to any such request and may require
additional information if necessary to process the request. The Executive Vice President shall
review the request and shall issue his or her decision, in writing, no later than 90 days after the
date the request is received, unless the circumstances require an extension of time. If such an
extension is






 




			
	1	 	For purposes of this Section 7, if the Executive Vice
President, Human Resources is the claimant the General Counsel shall perform
the claim and appeal functions of the Executive Vice President, Human
Resources.




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required, written notice of the extension shall be furnished to the person making the request
within the initial 90-day period, and the notice shall state the circumstances requiring the
extension and the date by which the Executive Vice President expects to reach a decision on the
request. In no event shall the extension exceed a period of 90 days from the end of the initial
period. Any claim under this Policy must be brought within two years of the date the events giving
rise to the claim first occurred.



(c) Notice of Denied Request. If the Executive Vice President denies a request in whole or
in part, he or she shall provide the person making the request with written notice of the denial
within the period specified in Section 7(b). The notice shall set forth the specific reason for the
denial, reference to the specific Policy provisions upon which the denial is based, a description
of any additional material or information necessary to perfect the request, an explanation of why
such information is required, and an explanation of the Policy’s appeal procedures and the time
limits applicable to such procedures, including a statement of the claimant’s right to bring a
civil action under Section 502(a) of ERISA following an adverse benefit determination on review.



(d) Appeal to Executive Vice President.




     (i) A person whose request has been denied in whole or in part (or such person’s authorized
representative) may file an appeal of the decision in writing with the Executive Vice President
within 60 days of receipt of the notification of denial. The appeal must be addressed to: Executive
Vice President, Human Resources, McKesson Corporation, One Post Street, San Francisco, California
94104. The Executive Vice President, for good cause shown, may extend the period during which the
appeal may be filed for another 60 days. The appellant and/or his or her authorized representative
shall be permitted to submit written comments, documents, records and other information relating to
the claim for benefits. Upon request and free of charge, the applicant should be provided
reasonable access to and copies of, all documents, records or other information relevant to the
appellant’s claim.



     (ii) The Executive Vice President’s review shall take into account all comments, documents,
records and other information submitted by the appellant relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit determination. The
Executive Vice President shall not be restricted in his or her review to those provisions of the
Policy cited in the original denial of the claim.



     (iii) The Executive Vice President shall issue a written decision within a reasonable period
of time but not later than 60 days after receipt of the appeal, unless special circumstances
require an extension of time for processing, in which case the written decision shall be issued as
soon as possible, but not later than 120 days after receipt of an appeal. If such an extension is
required, written notice shall be furnished to the appellant within the initial 60-day period. This
notice shall state the circumstances requiring the extension and the date by which the Executive
Vice President expects to reach a decision on the appeal.



     (iv) If the decision on the appeal denies the claim in whole or in part written notice shall
be furnished to the appellant. Such notice shall state the reason(s) for the denial, including
references to specific Policy provisions upon which the denial was based. The notice shall state
that the appellant is entitled to receive, upon request and free of charge, reasonable access to,
and



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copies of, all documents, records, and other information relevant to the claim for benefits. The
notice shall describe any voluntary appeal procedures offered by the Policy and the appellant’s
right to obtain the information about such procedures. The notice shall also include a statement of
the appellant’s right to bring an action under Section 502(a) of ERISA.



     (v) The decision of the Executive Vice President on the appeal shall be final, conclusive and
binding upon all persons and shall be given the maximum possible deference allowed by law.


(e) Exhaustion of Remedies. No legal or equitable action for benefits under the Policy
shall be brought unless and until the claimant has submitted a written claim for benefits in
accordance with Section 7(b), has been notified that the claim is denied in accordance with Section
7(c), has filed a written request for a review of the claim in accordance with Section 7(d), and
has been notified in writing that the Executive Vice President has affirmed the denial of the claim
in accordance with Section 7(d).





	8.	 	GENERAL PROVISIONS.




(a) Basis of Payments to and from Policy. All benefits under the Policy shall be paid by
McKesson. The Policy shall be unfunded and benefits hereunder shall be paid only from the general
assets of McKesson. Nothing contained in the Policy shall be deemed to create a trust of any kind
for the benefit of any employee, or create any fiduciary relationship between the Company and any
employee with respect to any assets of the Company. McKesson is under no obligation to fund the
benefits provided herein prior to payment, although it may do so if it chooses. Any assets which
McKesson chooses to use for advance funding shall not cause the Policy to be a funded plan within
the meaning of ERISA.



(b) No Employment Rights. Nothing in the Policy shall be deemed to give any individual the
right to remain in the employ of the Company or a subsidiary or to limit in any way the right of
the Company or a subsidiary to discharge, demote, reclassify, transfer, relocate an individual or
terminate an individual’s employment at any time and for any reason, which right is hereby
reserved.



(c) Non-alienation of Benefits. No benefit payable under the Policy shall be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt to do shall be void.



(d) Legal Construction. The Policy shall be governed and interpreted in accordance with
ERISA.



(e) Successors to McKesson. McKesson shall require any successor or assign (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of McKesson to assume and agree to perform the obligations of McKesson under
the Policy in the same manner and to the same extent that McKesson would be required to perform if
no such succession or assignment had taken place.



(f) Section 409A Compliance. Notwithstanding any other provision of this Policy, McKesson
shall administer and construe this Policy in accordance with Section 409A of the


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Code, the regulations promulgated thereunder, and any other published interpretive authority, as
issued or amended from time to time. McKesson shall have the authority to delay the payment of any
amounts under this Policy to the extent it deems necessary. appropriate to comply with Section 409A
of the Code.



(g) No Assignment of Benefits. No benefits payable under the Policy shall be subject to
anticipation, alienation, sale, transfer, assignment, pledge or other encumbrance, and any attempt
to do so shall be void.





	9.	 	DEFINITIONS.




Whenever used and capitalized in the text of the Policy, the following terms shall have the meaning
set forth below:



(a) “Base Salary and Bonus” means the Participant’s annual base salary as in effect immediately
prior to the date of such Participant’s separation and the Individual Target Award for such
Participant for the fiscal year in which such Participant’s Separation from Service occurs, in each
case inclusive of any amounts deferred by the intended recipient.



(b) “Board” shall mean the Board of Directors of McKesson.



(c) “Cause” means termination of the Participant’s employment upon the Participant’s willful
engagement in misconduct which is demonstrably and materially injurious to the Employer. No act, or
failure to act, on the part of the Participant shall be considered “willful” unless done, or
omitted to be done, by the Participant not in good faith and without reasonable belief that the
Participant’s action or omission was in the best interest of the Employer.



(d) A “Change in Control” means the occurrence of any change in ownership of McKesson, change in
effective control of McKesson, or change in the ownership of a substantial portion of the assets of
McKesson, as defined in Treasury Regulation section 1.409A-3(i)(5), the regulations thereunder, and
any other published interpretive authority, as issued or amended from time to time.



(e) “Code” means the Internal Revenue Code of 1986, as amended.



(f) “Company” means McKesson and any affiliate that would be considered a service recipient for
purposes of Treasury Regulation section 1.409A-1(g).



(g) “Earnings” means a Participant’s (i) annual base salary and (ii) the greater of (A) the
Participant’s target bonus under McKesson’s Management Incentive Plan or (B) the average of the
Participant’s award paid pursuant to the MIP for the latest three years for which the Participant
was eligible to receive an award (or such lesser period of time during which the Participant was
eligible to receive an award).



(h) “Employer” means McKesson and any other affiliate that would be considered a service recipient
or employer for purposes Treasury Regulation section 1.409A-1(h)(3).




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(i) “Good Reason” means any of the following actions, if taken without the express written consent
of the Participant, which shall not be affected by the Participant’s incapacity due to physical or
mental illness:




     (i) Any material change by the Company in the Participant’s functions, duties or
responsibilities, which change would cause the Participant ‘s position with the Company to become
of less dignity, responsibility, importance, or scope as compared to the position and attributes
that applied to the Participant immediately prior to the Change in Control;



     (ii) Any significant reduction in the Participant’s base annual salary, MIP target or Long
Term Incentive compensation (LTI) targets, which LTI targets include cash awards with performance
periods greater than one year and equity based grants, except for a reduction effected as part of
an across-the-board reduction affecting all executive officers of the Company;



     (iii) Any material failure by the Company to comply with any of the provisions of an award (or
of any employment agreement between the parties) subsequent to a Change in Control;



     (iv) The Company’s requiring the Participant to be based at any office or location more than
25 miles from the office at which the Participant is based on the date immediately preceding the
Change in Control, except for travel reasonably required in the performance of the Participant’s
responsibilities;



     (v) For Tier One employees only, any change in the person to whom the Participant reports, as
this relationship existed immediately prior to a Change in Control.


(j) “Individual Target Award” has the same meaning as “Individual Target Award” under the MIP.



(k) “McKesson” means McKesson Corporation, a Delaware corporation.



(l) “MIP” means the McKesson Corporation 2005 Management Incentive Plan.



(m) “Participant” means (i) an individual who is designated to be eligible to participate in the
Policy by the Compensation Committee of the Board of McKesson (the “Committee”) and (ii) whose
employment is terminated under circumstances that render him or her eligible for the benefits
described in Section 2 of the Policy. “Participant” shall not include any individual covered by an
agreement with the Company or an affiliate that provides for benefits in the event of a change in
control or similar event. When designating an individual or a group as Participant(s), the
Committee shall specify whether such individual shall be a Tier One Participant, a Tier Two
Participant or a Tier Three Participant.



(n) “Separation from Service” means termination of employment with the Employer, except in the
event of death. A Participant shall be deemed to have had a Separation from Service if the
Participant’s service with the Employer is reduced to an annual rate that is equal to or less than
twenty percent of the services rendered, on average, during the immediately preceding three years
of service with the Employer (or if providing service to the Employer less than three years, such
lesser period).




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	10.	 	EXECUTION




This amendment and restatement to the Change in Control Policy was adopted on October 24, 2008,
effective as of January 1, 2009.




	 	 	 	 	 
	McKESSON CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jorge L. Figueredo
 

	 	 
	Jorge L. Figueredo	 	 
	Executive Vice President, Human Resources	 	 







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