exv4w2






Exhibit 4.2




____________________________________________________________________________




McKESSON CORPORATION




$600,000,000 3.25% Notes due 2016


$600,000,000 4.75% Notes due 2021


$500,000,000 6.00% Notes due 2041



FIRST SUPPLEMENTAL INDENTURE


Dated as of February 28, 2011




to




Indenture Dated as of March 5, 2007




WELLS FARGO BANK, NATIONAL ASSOCIATION




Series Trustee




and




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




Original Trustee




____________________________________________________________________________





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          FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
February 28, 2011, between McKESSON CORPORATION, a Delaware corporation (the “Issuer”),
Wells Fargo Bank, National Association (the “Series Trustee”), and The Bank of New York
Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (the
“Original Trustee,” and, together with the Series Trustee, each a “Trustee”).




RECITALS




          WHEREAS, the Issuer has heretofore executed and delivered to the Original Trustee an Indenture
dated as of March 5, 2007 (the “Base Indenture” and, together with this Supplemental
Indenture, the “Indenture”) providing for the issuance by the Issuer from time to time of
its debt securities to be issued in one or more series;




          WHEREAS, the Issuer, in the exercise of the power and authority conferred upon and reserved to
it under the provisions of the Base Indenture and pursuant to appropriate resolutions of the Board
of Directors, has duly determined to make, execute and deliver to the Series Trustee this
Supplemental Indenture to the Base Indenture in order to issue three new series of debt securities
to be designated as the “3.25% Notes due 2016” (the “2016 Notes”), the “4.75% Notes due
2021” (the “2021 Notes”) and the “6.00% Notes due 2041” (the “2041 Notes” and,
collectively with the 2016 Notes and the 2021 Notes, the “Notes”), and to set forth the
terms that will be applicable thereto and the forms thereof;




          WHEREAS, the Issuer has duly determined to appoint Wells Fargo Bank, National Association as
Series Trustee, registrar and paying agent under the Indenture with respect to the Notes (but only
with respect to the Notes) and Wells Fargo Bank, National Association is willing to accept such
appointment with respect to the Notes;




          WHEREAS, the Issuer is entering into this Supplemental Indenture with the Original Trustee and
the Series Trustee to evidence and provide for the acceptance of appointment thereunder by the
Series Trustee with respect to the Notes (but only with respect to the Notes), to add to or change
any of the provisions of the Base Indenture as shall be necessary to provide for or facilitate the
administration of the trusts thereunder by more than one Trustee, to make certain amendments to the
Base Indenture pursuant to Section 8.1(f) of the Base Indenture to expressly permit the appointment
of the Series Trustee as Trustee for the Notes (but only with respect to the Notes), and to make
certain other amendments to the Base Indenture with respect to the Notes (but only with respect to
the Notes);




          WHEREAS, the Issuer has requested that the Original Trustee enter into this Supplemental
Indenture in connection with (i) the foregoing amendments and (ii) the Issuer’s appointment of the
Series Trustee with all of the rights, powers, trusts, duties and obligations of Trustee, registrar
and paying agent with respect to the Notes (but only with respect to the Notes);




          WHEREAS, Sections 2.1, 2.3, 8.1(c), 8.1(e) and 8.1(f) of the Base Indenture provide, among
other things, that the Issuer and the Trustee may, without the consent of Holders, enter into
indentures supplemental to the Base Indenture to add to the covenants of the Issuer for the benefit
of the Holders of notes and to provide for specific terms applicable to any series of notes; and




          WHEREAS, all things necessary to make the Notes, when executed by the Issuer and authenticated
and delivered by the Series Trustee or any Authenticating Agent and issued upon the terms and
subject to the conditions set forth hereinafter and in the Indenture against payment therefor, the
valid, binding and legal obligations of the Issuer and to make this Supplemental Indenture a valid,
binding and legal agreement of the Issuer, have been done.




          NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:





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ARTICLE I




APPLICATION OF SUPPLEMENTAL INDENTURE

AND CREATION OF NOTES



          Section 1.01 Application of this Supplemental Indenture.




          Notwithstanding any other provision of this Supplemental Indenture, the provisions of this
Supplemental Indenture, including the covenants set forth in the Annexes hereto, are expressly and
solely for the benefit of the Notes. Each of the series of the Notes constitutes a series of notes
as provided in Section 2.3 of the Base Indenture.




          Section 1.02 Effect of this Supplemental Indenture.




          With respect to the Notes only, the Base Indenture shall be supplemented pursuant to Sections
2.1, 2.3, 8.1(c), 8.1(e) and 8.1(f) thereof to establish the terms of the Notes as set forth in
this Supplemental Indenture, including as follows:




          (a) The definitions set forth in Article I of the Base Indenture shall be modified to the
extent provided in Article II of this Supplemental Indenture.




          (b) The forms and terms of the securities representing the Notes required to be established
pursuant to Sections 2.1 and 2.3 of the Base Indenture shall be established as set forth on
Annex A hereto with respect to the 2016 Notes, on Annex B hereto with respect to
the 2021 Notes and on Annex C hereto with respect to the 2041 Notes;




          (c) Section 8.1(f) of the Base Indenture regarding the appointment of a successor Trustee by
entering into of supplemental indentures without the consent of Holders shall be amended and
replaced in its entirety by Section 4.01 of this Supplemental Indenture; and




          (d) Section 9.1(a) of the Base Indenture regarding the consolidation, merger, sale or
conveyance of the Issuer shall be amended and replaced in its entirety by Section 4.02 of this
Supplemental Indenture.




ARTICLE II




DEFINITIONS



          Section 2.01 Definitions.




          (a) All capitalized terms used and not otherwise defined herein shall have the meanings
ascribed thereto in the Base Indenture.




          (b) To the extent a defined term is defined both in this Supplemental Indenture, including the
Annexes hereto, and in the Base Indenture, the definition in this Supplemental Indenture, including
the Annexes hereto, shall govern with respect to the Notes.




          (c) The following definition shall have the meaning assigned below with respect to the Notes:




          “Corporate Trust Office” means the office of the Series Trustee at which the corporate trust
business of the Series Trustee shall, at any particular time, be principally administered, which
office is, as of the date of this Supplemental Indenture, located at 707 Wilshire Boulevard,
17th Floor, Los Angeles, CA 90017, Attention: Corporate Trust Department.




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ARTICLE III




SERIES TRUSTEE, REGISTRAR AND PAYING AGENT WITH RESPECT TO THE NOTES



          Section 3.01 Appointment by the Issuer of Wells Fargo Bank, National Association as Series
Trustee etc.




          Pursuant to the Base Indenture, as amended by this Supplemental Indenture, the Issuer hereby
appoints Wells Fargo Bank, National Association as Series Trustee, registrar and paying agent under
the Indenture with respect to the Notes (but only with respect to the Notes) with all of the
rights, powers, trusts, duties and obligations of Trustee, registrar and paying agent under the
Indenture with respect to the Notes (but only with respect to the Notes) with like effect as if
originally named as such in the Indenture.




          Section 3.02 Acceptance by Wells Fargo Bank, National Association of Appointment as Series
Trustee, etc.




          Wells Fargo Bank, National Association hereby accepts its appointment as Series Trustee,
registrar and paying agent under the Indenture with respect to the Notes (but only with respect to
the Notes) and accepts all of the rights, powers, trusts, duties and obligations of Trustee,
registrar and paying agent under the Indenture with respect to the Notes (but only with respect to
the Notes), upon the terms and conditions set forth herein and therein, with like effect as if
originally named as such in the Indenture. Pursuant to the Base Indenture, there shall continue to
be vested in the Original Trustee all of its rights, powers, trusts, duties and obligations as
Trustee under the Base Indenture with respect to all of the series of securities as to which it has
served and continues to serve as Trustee, and the Original Trustee shall have no rights, powers,
trusts, duties and obligations with respect to the Notes.




          Section 3.03 Eligibility of Series Trustee.




          The Series Trustee hereby represents that it is qualified and eligible under the provisions of
the Trust Indenture Act and Section 6.10 of the Base Indenture to accept its appointment as Series
Trustee with respect to the Notes.




          Section 3.04 Concerning the Series Trustee.




          Neither the Original Trustee nor the Series Trustee assumes any duties, responsibilities or
liabilities by reason of this Supplemental Indenture other than as set forth in the Base Indenture
and in this Supplemental Indenture, in carrying out its responsibilities hereunder, each shall have
all of the rights, powers, privileges, protections, duties and immunities which it possesses under
the Base Indenture. The Original Trustee and the Series Trustee shall not constitute co-trustees of
the same trust, and each of the Original Trustee and the Series Trustee shall be trustee of a trust
or trusts under the Indenture separate and apart from any trust or trusts under the Indenture
administered by the other trustee. The Original Trustee shall have no liability for any acts or
omissions of the Series Trustee and the Series Trustee shall have no liability for any acts or
omissions of the Original Trustee.




          References in this Supplemental Indenture to sections of the Base Indenture that require or
permit actions by the Original Trustee with respect to the Notes shall be deemed to require or
permit actions only by the Series Trustee and the Original Trustee shall have no responsibility
therefor.




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ARTICLE IV




MISCELLANEOUS



          Section 4.01 Amendment to Section 8.1(f).




          For purposes of the Notes, and only with respect to the Notes, Section 8.1(f) of the Base
Indenture is hereby amended to read as follows:





     “(f) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series outstanding or, if other than the Person named as the “Trustee”
in the first paragraph of this Indenture (or a successor to such Person
pursuant to the applicable provisions of this Indenture) (for purposes of
this Section 8.1(f), herein called the “Original Trustee”), to evidence and
provide for the acceptance of appointment by a Trustee, at the election of
the Issuer, with respect to other Securities of any series to be issued
thereafter pursuant to this Indenture (a “Series Trustee”), and if not the
Series Trustee, to evidence the identity of each registrar, paying agent or
Authenticating Agent with respect to such Securities, and to add to or
change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, pursuant to the requirements of Section 6.12, it being
understood that, anything contained herein or in any Board Resolution,
Officer’s Certificate or supplemental indenture to the contrary
notwithstanding, that (i) nothing herein shall constitute such Trustees
co-trustees of the same trust, (ii) each such Trustee shall be a trustee of
a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee, (iii) the Series Trustee
shall have all the rights, powers, trusts, duties and obligations of the
Original Trustee with respect to, and only with respect to, such Securities,
(iv) the Original Trustee shall have no rights, powers, trusts, duties or
obligations with respect to such Securities, (v) no Trustee hereunder shall
have any liability for any acts or omissions of any other Trustee hereunder
and (vi) no appointment of a Series Trustee shall become effective until the
acceptance of the appointment by the Series Trustee in writing; and”



          Section 4.02 Amendment to Section 9.1(a).




          For purposes of the Notes, and only with respect to the Notes, Section 9.1(a) of the Base
Indenture is hereby amended to read as follows:





     “(a) either the Issuer shall be the continuing corporation, or the successor
corporation or Person (if other than the Issuer) formed by such consolidation or
into which the Issuer is merged or to which the properties and assets of the Issuer
substantially as an entirety are transferred or leased is a corporation, limited
liability company or limited partnership organized or existing under the laws of the
United States, any state of the United States or the District of Columbia, and if
such entity is not a corporation, a co-obligor of the Securities is a corporation
organized or existing under any such laws, and such successor corporation or Person,
including such co-obligor, if any, shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to
the Trustee, all the obligations of the Issuer under the Securities and this
Indenture; and”



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          Section 4.03 Trust Indenture Act Controls.




          If any provision of this Supplemental Indenture limits, qualifies or conflicts with another
provision that is required or deemed to be included in this Supplemental Indenture by the Trust
Indenture Act, the required or deemed provision shall control.




          Section 4.04 Notices.




          Any notice or communication shall be in writing and delivered in person or mailed by
first-class mail or sent by facsimile (with a hard copy delivered in person or by mail promptly
thereafter) and addressed as follows:




if to the Issuer:



McKesson Corporation

McKesson Plaza

One Post Street

San Francisco, CA 94104

Attention: General Counsel

Facsimile: (415) 983-8826



if to the Series Trustee:



Wells Fargo Bank, National Association

707 Wilshire Boulevard, 17th Floor

Los Angeles, CA 90017

Attn: Corporate Trust Department

Facsimile: (213) 614-3355



The Issuer or the Series Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.




          Section 4.05 Governing Law.




          THIS SUPPLEMENTAL INDENTURE 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.




          Section 4.06 No Personal Liability of Directors, etc.




          None of the Issuer’s directors, officers, employees, incorporators or stockholders, as such,
shall have any liability for any of the Issuer’s obligations under the Notes, the Indenture, or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder
of Notes by accepting a Note waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Notes.




          Section 4.07 Successors.




          All agreements of the Issuer in the Indenture and the Notes shall bind its successors. All
agreements of the Series Trustee in the Indenture shall bind its successors.





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          Section 4.08 Multiple Originals.




          The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. One signed copy is
enough to prove this Supplemental Indenture.




          Section 4.09 Table of Contents; Headings.




          The table of contents and headings of the Articles and Sections of this Supplemental Indenture
have been inserted for convenience of reference only, are not intended to be considered a part
hereof and shall not modify or restrict any of the terms or provisions hereof.




          Section 4.10 Trustees Not Responsible for Recitals.




          The recitals contained herein shall be taken as statements of the Issuer, and the Original
Trustee and the Series Trustee do not assume any responsibility for their correctness. The Original
Trustee and the Series Trustee make no representations as to the validity or sufficiency of this
Supplemental Indenture, except that the Original Trustee and the Series Trustee each represents
that it is duly authorized to execute and deliver this Supplemental Indenture and perform its
obligations hereunder.




          Section 4.11 Adoption, Ratification and Confirmation.




          The Base Indenture, as supplemented and amended by this Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.




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     IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as
of the date first written above.



	 	 	 	 	 
	 	McKESSON CORPORATION

 	 
	 	By:  	/s/ Jeffrey C. Campbell
 	 
	 	 	Name:  	Jeffrey C. Campbell 	 
	 	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	/s/ Nicholas A. Loiacono
 	 
	 	 	Name:  	Nicholas A. Loiacono 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Series Trustee

 	 
	 	By:  	/s/ Maddy Hall
 	 
	 	 	Name:  	Maddy Hall 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., as Original Trustee

 	 
	 	By:  	/s/ Raymond Torres
 	 
	 	 	Name:  	Raymond Torres 	 
	 	 	Title:  	Senior Associate 	 

















 





ANNEX A




               Pursuant to Section 2.3 of the Indenture, dated as of March 5, 2007 (the “Base Indenture”), as
supplemented and amended by the First Supplemental Indenture, dated as of February 28, 2011 (the
“Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the
Issuer, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.) (the “Original Trustee”) and Wells Fargo Bank, National Association, as
trustee (the “Series 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
“3.25% Notes due 2016” (the “2016 Notes”).
	 
	 	2.	 	Initial Aggregate Principal Amount. The 2016 Notes
shall be limited in initial aggregate principal amount to $600,000,000 (except
for 2016 Notes authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other 2016 Notes pursuant to Section 2.8, 2.9,
2.11, 8.5 or 12.3 of the Base Indenture).
	 
	 	3.	 	Currency Denomination. The 2016 Notes shall be
denominated in Dollars.
	 
	 	4.	 	Maturity. The date on which the principal of the 2016
Notes is payable is March 1, 2016.
	 
	 	5.	 	Rate of Interest; Interest Payment Date; Regular Record
Dates. Each 2016 Note shall bear interest from February 28, 2011 at 3.25%
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, 2011, to the persons in whose names the 2016 Notes are registered
at the close of business on the immediately preceding February 15 and August
15, respectively. Interest on the 2016 Notes shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
February 28, 2011. Interest on the 2016 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 2016
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 2016 Notes shall be payable, and the transfer of the 2016 Notes
shall be registrable, at the office or agency of the Issuer to be maintained
for such purpose in Minneapolis, Minnesota, 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 2016 Notes register; provided, however,
that while any 2016 Notes are represented by a Registered Global Security,
payment of principal of, premium, if any, or interest on the 2016 Notes may be
made by wire transfer to the account of the Depositary or its nominee.
	 
	 	7.	 	Optional Redemption. The 2016 Notes may be redeemed,
in whole, at any time, or in part, from time to time, at the option of the
Issuer, for cash, 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




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	 	 	 	payments of principal and interest thereon (not including any portion of
such payments of interest accrued to 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 and unpaid interest thereon to, but not
including, the date of redemption; provided that the principal amount of any
2016 Note remaining outstanding after a redemption in part shall be $2,000
or a higher integral multiple of $1,000. Notwithstanding the foregoing,
installments of interest on 2016 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 2016 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 2016 Notes or portions thereof called for
redemption. If less than all of the 2016 Notes are to be redeemed, the 2016
Notes to be redeemed will be selected by the Series Trustee by a method the
Series 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 2016 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 2016 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 of such Reference Treasury
Dealer Quotations, or (ii) if the Series 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) J.P. Morgan Securities LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and their respective 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
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
Series 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 Series Trustee by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third business day preceding such
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 on such redemption date.




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	 	8.	 	Change of Control. If a Change of Control Triggering
Event (as defined below) occurs, unless the Issuer has previously exercised its
right to redeem the 2016 Notes in whole as described above, holders of the 2016
Notes will have the right to require the Issuer to repurchase all or any part
(in integral multiples of $1,000 original principal amount) of their 2016 Notes
pursuant to the offer described below (the “Change of Control Offer”); provided
that the principal amount of any 2016 Note remaining outstanding after a
repurchase in part shall be $2,000 or a higher integral multiple of $1,000. In
the Change of Control Offer, the Issuer will be required to offer payment in
cash equal to 101% of the then outstanding aggregate principal amount of 2016
Notes repurchased plus accrued and unpaid interest, if any, on the 2016 Notes
repurchased, to, but not including, the date of repurchase (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 2016
Notes describing the transaction or transactions that constitute the Change of
Control Triggering Event and offering to repurchase the 2016 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 2016 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.
	 
	 	 	 	The paying agent will promptly mail to each holder of the 2016 Notes
properly tendered the repurchase price for such Notes, and the Series
Trustee will promptly authenticate and mail (or cause to be transferred by
book-entry) to each holder a new 2016 Note equal in principal amount to any
unrepurchased portion of any 2016 Notes surrendered; provided, that each new
2016 Note will be in a principal amount of $2,000 or an integral multiple of
$1,000 thereafter.
	 
	 	 	 	Notwithstanding the foregoing, the Issuer will not be required to make a
Change of Control Offer upon the occurrence of a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for a Change of
Control Offer made by the Issuer and the third party repurchases all 2016
Notes properly tendered and not withdrawn under its offer. In addition, the
Issuer will not repurchase any 2016 Notes if there has occurred and is
continuing on the Change of Control Payment Date an event of default under
the Indenture, other than a default in the payment of the Change of Control
Payment upon a Change of Control Triggering Event.
	 
	 	 	 	On the Change of Control Payment Date, the Issuer will be required, to the
extent lawful, to (i) accept for payment all 2016 Notes or portions thereof
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 2016 Notes or portions thereof properly tendered; and (iii) deliver
or cause to be delivered to the Series Trustee the 2016 Notes




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	 	 	 	properly accepted together with an Officer’s Certificate stating the
aggregate principal amount of 2016 Notes or portions of 2016 Notes being
repurchased.
	 
	 	 	 	“Below Investment Grade Rating Event” means the 2016 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 2016 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 result in
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 the Issuer’s 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 the 2016 Notes; 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 Inc., a subsidiary of Fimalac, S.A.
	 
	 	 	 	“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 2016 Notes or fails to make a
rating of the 2016 Notes




A-4









 












	 	 	 	publicly available for reasons outside of the Issuer’s 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 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 2016 Notes are not
mandatorily redeemable and are not entitled to the benefit of a sinking fund or
any analogous provisions.
	 
	 	10.	 	Denominations. The 2016 Notes shall be issued
initially in minimum denominations of $2,000 and shall be issued in integral
multiples of $1,000 in excess thereof.
	 
	 	11.	 	Amount Payable Upon Acceleration. The principal of the
2016 Notes shall be payable upon declaration of acceleration pursuant to
Section 5.1 of the Base Indenture.
	 
	 	12.	 	Payment Currency. Principal and interest on the 2016
Notes shall be payable in Dollars.
	 
	 	13.	 	Payment Currency — Election. The principal of and
interest on the 2016 Notes shall not be payable in a currency other than
Dollars.
	 
	 	14.	 	Payment Currency — Index. The principal of and
interest on the 2016 Notes shall not be determined with reference to an index
based on a coin or currency.
	 
	 	15.	 	Registered Securities. The 2016 Notes shall be issued
only as Registered Securities. The 2016 Notes shall be issuable as Registered
Global Securities.
	 
	 	16.	 	Additional Amounts. The Issuer shall not pay
additional amounts on the 2016 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 Base
Indenture will govern the transferability of the 2016 Notes in definitive form.
	 
	 	18.	 	Registrar; Paying Agent; Depositary. The Series Trustee
shall initially serve as the registrar and the paying agent for the 2016 Notes.
The Depository Trust Company shall initially serve as the Depositary for the
Registered Global Security representing the 2016 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 Base Indenture with respect to the 2016 Notes. There
shall be the following additions to the covenants of the Issuer set forth in
Article III of the Base Indenture with respect to the 2016 Notes:
	 
	 	 	 	Limitation on Liens. The Issuer covenants that, so long as any of the 2016
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
2016 Notes by a lien ranking equally to and ratably with (or at the option
of





A-5









 











	 	 	 	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 any part of the purchase
price thereof or, in the case of real property, construction or improvements
thereon; (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; (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 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 judgments 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




A-6









 












	 	 	 	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; (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 accounting principles
generally accepted in the United States of America (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); or (l) liens on any assets of the Issuer or any of its
Subsidiaries (including Receivables Subsidiaries) incurred in connection
with a Qualified Receivables Transaction. Notwithstanding the above, the
Issuer or any Consolidated Subsidiary may, without securing the 2016 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
accounting principles generally accepted in the United States of America.
	 
	 	 	 	Limitation on Sale and Lease-Back Transactions. The Issuer covenants that,
so long as any of the 2016 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 and 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 2016
Notes pursuant to clauses (a) through (k) 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 accounting principles generally
accepted in the United States of America.




A-7









 












	 	 	 	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
the Board of Directors of the Issuer, 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
accounting principles generally accepted in the United States of America.
	 
	 	 	 	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
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 accounting principles
generally accepted in the United States of America.
	 
	 	 	 	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 “Qualified Receivables Transaction” shall mean any transaction or
series of transactions entered into by the Issuer or any of its Subsidiaries
pursuant to which the Issuer or any of its Subsidiaries sells, conveys or
otherwise transfers to (i) a Receivables Subsidiary (in the case of a
transfer by the Issuer or any of its Subsidiaries) and (ii) any other Person
(in the case of a transfer by a Receivables Subsidiary), or grants a
security interest in, any accounts receivable (whether now existing or
arising in the future) or inventory of the Issuer or any of its
Subsidiaries, and any assets related thereto including,




A-8









 












	 	 	 	without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such
accounts receivable or inventory, proceeds of such accounts receivable and
other assets which are customarily transferred or in respect of which
security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable or inventory.
	 
	 	 	 	The term “Receivables Subsidiary” shall mean a Subsidiary of the Issuer
which engages in no activities other than in connection with the financing
of accounts receivable or inventory (a) no portion of the Indebtedness or
any other obligations (contingent or otherwise) of which (i) is guaranteed
by the Issuer or any Subsidiary of the Issuer (excluding guarantees of
obligations (other than the principal of, and interest on, Indebtedness)
pursuant to representations, warranties, covenants and indemnities entered
into in the ordinary course of business in connection with a Qualified
Receivables Transaction), (ii) is recourse or obligates the Issuer or any
Subsidiary of the Issuer in any way other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction or (iii)
subjects any property or asset of the Issuer or any Subsidiary of the Issuer
(other than accounts receivable or inventory and related assets as provided
in the definition of “Qualified Receivables Transaction”), directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other
than pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a
Qualified Receivables Transaction, (b) with which neither the Issuer nor any
Subsidiary of Issuer has any material contract, agreement, arrangement or
understanding other than on terms customary for securitization of
receivables or inventory and (c) with which neither the Issuer nor any
Subsidiary of the Issuer has any obligations to maintain or preserve such
Subsidiary’s financial condition or cause such Subsidiary to achieve certain
levels of operating results.
	 
	 	20.	 	Conversion and Exchange. The 2016 Notes shall not be
convertible into or exchangeable for any other security.
	 
	 	21.	 	Additional Issues. The Issuer may, without notice to
or the consent of the holders of the 2016 Notes, create and issue additional
notes with the same terms as the 2016 Notes in all respects, except for the
issue date, the public offering price and, under certain circumstances, the
first interest payment date. Such additional notes shall be consolidated and
form a single series with the 2016 Notes.
	 
	 	22.	 	Other Terms. The 2016 Notes shall have the other terms
and shall be substantially in the form set forth in the form of the 2016 Notes
attached hereto as Annex A-1. In case of any conflict between this Annex A and
the 2016 Notes, the form of the 2016 Notes shall control.





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









A-9









 








ANNEX A-1




[FORM OF 2016 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. R — A[__]
	 	CUSIP NO. 58155QAC7

ISIN NO. US58155QAC78






McKESSON CORPORATION



3.25% NOTES DUE MARCH 1, 2016



          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 [__________] Dollars ($[__________])
on March 1, 2016 and to pay interest on said principal sum from February 28, 2011, 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, 2011, at the rate of 3.25% 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




A-1-1









 







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
Series Trustee (as defined below) under the Indenture (as defined below), by the manual signature
of one of its authorized signatories, 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.





A-1-2











 





          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:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Attest:

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



CERTIFICATE OF AUTHENTICATION

This is one of the Securities

referred to in the within-mentioned

Indenture.




WELLS FARGO BANK, NATIONAL ASSOCIATION

     as Series Trustee




	 	 	 	 	 
	 	 
	By:  	 	 
	 	  	Authorized Signatory 	 
	 



	 	 	 	 	 
	Dated:  	 	 



A-1-3









 






	 	 	 	 	 



[FORM OF REVERSE SIDE OF NOTE]




          This Note is one of a duly authorized series of securities (the “Securities”) of the Issuer
designated as its 3.25% Notes due March 1, 2016 (the “Notes”). The Securities are all issued or to
be issued under and pursuant to an Indenture, dated as of March 5, 2007 (the “Base Indenture”),
duly executed and delivered between the Issuer and The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), a national banking association (the
“Original Trustee,” which term includes any successor Trustee with respect to the Securities under
the Base Indenture), as supplemented and amended by the First Supplemental Indenture, dated as of
February 28, 2011 (the “Supplemental Indenture,” and together with the Base Indenture, the
“Indenture”), duly executed and delivered between the Issuer, the Original Trustee and Wells Fargo
Bank, National Association, as trustee with respect to the Notes (the “Series Trustee”), 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 Original Trustee, the Series 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 $2,000 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, for cash, 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 to 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; provided that the principal amount of any Note remaining outstanding after a redemption
in part shall be $2,000 or a higher integral multiple of $1,000. 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 Series
Trustee by a method the Series 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 of such Reference Treasury Dealer Quotations, or (ii) if the Series Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations.







A-1-4









 








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




          “Reference Treasury Dealer” means (i) J.P. Morgan Securities LLC and Merrill, Lynch, Pierce,
Fenner & Smith Incorporated and their respective 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 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 Series 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 Series Trustee by such Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third business day preceding such 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 on such redemption date.




          If a Change of Control Triggering Event (as defined below) occurs, unless the Issuer has
previously exercised its right to redeem the Notes in whole as described above, holders of the
Notes will have the right to require the Issuer to repurchase all or any part (in integral
multiples of $1,000 original principal amount) of their Notes pursuant to the offer described below
(the “Change of Control Offer”); provided that the principal amount of any Note remaining
outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000. In
the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of
the then outstanding aggregate principal amount of Notes repurchased plus accrued and unpaid
interest, if any, on the Notes repurchased, to, but not including, the date of repurchase (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 securities 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.




          The paying agent will promptly mail to each holder of the Notes properly tendered the
repurchase price for such Notes, and the Series Trustee will promptly authenticate and mail (or
cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any
unrepurchased portion of any Notes surrendered; provided, that each new Note will be in a principal
amount of $2,000 or an integral multiple of $1,000 thereafter.




          Notwithstanding the foregoing, the Issuer will not be required to make a Change of Control
Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an
offer in the manner, at the times and otherwise in compliance with the requirements for a Change of
Control Offer made by the Issuer and the third party repurchases all Notes properly tendered and
not withdrawn under its offer. In addition, the Issuer will not repurchase any Notes if there has
occurred and is continuing on the Change of Control Payment Date an event of








A-1-5









 







default under the Indenture, other than a default in the payment of the Change of Control Payment
upon a Change of Control Triggering Event.




          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 no later than 11:00 a.m. New York City time 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 Series Trustee the Notes properly
accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or
portions of Notes being repurchased.




          “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 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 result in
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 the Issuer’s 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 Inc., a subsidiary of Fimalac, S.A.




          “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 the






A-1-6









 







Issuer’s 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 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 Original Trustee or the Series
Trustee, as applicable, 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 Original Trustee or the Series Trustee, as
applicable, may not, 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 Minneapolis, Minnesota, The City of New York, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the Series 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.







A-1-7









 








          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 Series
Trustee and any agent of the Issuer or the Series 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 Series 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.





A-1-8











 





[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	 	 	 	 
	 	 	Reduced or Increased,	 	Remaining Principal	 	 
	 	 	and Reason for	 	Amount of this Registered	 	 
	Date	 	Reduction or Increase	 	Global Security	 	Notation Made By
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 






A-1-9











 





Annex B



            Pursuant to Section 2.3 of the Indenture, dated as of March 5, 2007 (the “Base Indenture”), as
supplemented and amended by the First Supplemental Indenture, dated as of February 28, 2011 (the
“Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the
Issuer, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.) (the “Original Trustee”) and Wells Fargo Bank, National Association, as
trustee (the “Series 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
“4.75% Notes due 2021” (the “2021 Notes”).
	 
	 	2.	 	Initial Aggregate Principal Amount. The 2021 Notes
shall be limited in initial aggregate principal amount to $600,000,000 (except
for 2021 Notes authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other 2021 Notes pursuant to Section 2.8, 2.9,
2.11, 8.5 or 12.3 of the Base Indenture).
	 
	 	3.	 	Currency Denomination. The 2021 Notes shall be
denominated in Dollars.
	 
	 	4.	 	Maturity. The date on which the principal of the 2021
Notes is payable is March 1, 2021.
	 
	 	5.	 	Rate of Interest; Interest Payment Date; Regular Record
Dates. Each 2021 Note shall bear interest from February 28, 2011 at 4.75%
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, 2011, to the persons in whose names the 2021 Notes are registered
at the close of business on the immediately preceding February 15 and August
15, respectively. Interest on the 2021 Notes shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
February 28, 2011. Interest on the 2021 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 2021
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 2021 Notes shall be payable, and the transfer of the 2021 Notes
shall be registrable, at the office or agency of the Issuer to be maintained
for such purpose in Minneapolis, Minnesota, 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 2021 Notes register; provided, however,
that while any 2021 Notes are represented by a Registered Global Security,
payment of principal of, premium, if any, or interest on the 2021 Notes may be
made by wire transfer to the account of the Depositary or its nominee.
	 
	 	7.	 	Optional Redemption. The 2021 Notes may be redeemed in
whole, at any time, or in part, from time to time, at the option of the Issuer,
for cash, at a redemption price equal to the greater of (i) 100% of their
principal amount and, unless the 2021 Notes are redeemed on or after December
1, 2020, (ii) an amount, as determined by the Quotation Agent,




B-1









 












	 	 	 	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 to 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 and unpaid interest thereon to, but not
including, the date of redemption; provided that the principal amount of any
2021 Note remaining outstanding after a redemption in part shall be $2,000
or a higher integral multiple of $1,000. Notwithstanding the foregoing,
installments of interest on 2021 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 2021 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 2021 Notes or portions thereof called for
redemption. If less than all of the 2021 Notes are to be redeemed, the 2021
Notes to be redeemed will be selected by the Series Trustee by a method the
Series 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 2021 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 2021 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 of such Reference Treasury
Dealer Quotations, or (ii) if the Series 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) J.P. Morgan Securities LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and their respective 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
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
Series 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 Series Trustee by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third business day preceding such
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





B-2









 





	 	 	 	a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price on such redemption
date.






	 	8.	 	Change of Control. If a Change of Control Triggering
Event (as defined below) occurs, unless the Issuer has previously exercised its
right to redeem the 2021 Notes in whole as described above, holders of the 2021
Notes will have the right to require the Issuer to repurchase all or any part
(in integral multiples of $1,000 original principal amount) of their 2021 Notes
pursuant to the offer described below (the “Change of Control Offer”); provided
that the principal amount of any 2021 Note remaining outstanding after a
repurchase in part shall be $2,000 or a higher integral multiple of $1,000. In
the Change of Control Offer, the Issuer will be required to offer payment in
cash equal to 101% of the then outstanding aggregate principal amount of 2021
Notes repurchased plus accrued and unpaid interest, if any, on the 2021 Notes
repurchased, to, but not including, the date of repurchase (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 2021
Notes describing the transaction or transactions that constitute the Change of
Control Triggering Event and offering to repurchase the 2021 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 2021 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.
	 
	 	 	 	The paying agent will promptly mail to each holder of the 2021 Notes
properly tendered the repurchase price for such Notes, and the Series
Trustee will promptly authenticate and mail (or cause to be transferred by
book-entry) to each holder a new 2021 Note equal in principal amount to any
unrepurchased portion of any 2021 Notes surrendered; provided, that each new
2021 Note will be in a principal amount of $2,000 or an integral multiple of
$1,000 thereafter.
	 
	 	 	 	Notwithstanding the foregoing, the Issuer will not be required to make a
Change of Control Offer upon the occurrence of a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for a Change of
Control Offer made by the Issuer and the third party repurchases all 2021
Notes properly tendered and not withdrawn under its offer. In addition, the
Issuer will not repurchase any 2021 Notes if there has occurred and is
continuing on the Change of Control Payment Date an event of default under
the Indenture, other than a default in the payment of the Change of Control
Payment upon a Change of Control Triggering Event.
	 
	 	 	 	On the Change of Control Payment Date, the Issuer will be required, to the
extent lawful, to (i) accept for payment all 2021 Notes or portions thereof
properly tendered pursuant to the Change of Control Offer; (ii) deposit with
the paying agent an amount equal to the




B-3









 












	 	 	 	Change of Control Payment in respect of all 2021 Notes or portions thereof
properly tendered; and (iii) deliver or cause to be delivered to the Series
Trustee the 2021 Notes properly accepted together with an Officer’s
Certificate stating the aggregate principal amount of 2021 Notes or portions
of 2021 Notes being repurchased.
	 
	 	 	 	“Below Investment Grade Rating Event” means the 2021 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 2021 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 result in
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 the Issuer’s 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 the 2021 Notes; 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 Inc., a subsidiary of Fimalac, S.A.
	 
	 	 	 	“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.




B-4









 












	 	 	 	“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 2021 Notes or fails to make a
rating of the 2021 Notes publicly available for reasons outside of the
Issuer’s 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 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 2021 Notes are not
mandatorily redeemable and are not entitled to the benefit of a sinking fund or
any analogous provisions.
	 
	 	10.	 	Denominations. The 2021 Notes shall be issued
initially in minimum denominations of $2,000 and shall be issued in integral
multiples of $1,000 in excess thereof.
	 
	 	11.	 	Amount Payable Upon Acceleration. The principal of the
2021 Notes shall be payable upon declaration of acceleration pursuant to
Section 5.1 of the Base Indenture.
	 
	 	12.	 	Payment Currency. Principal and interest on the 2021
Notes shall be payable in Dollars.
	 
	 	13.	 	Payment Currency — Election. The principal of and
interest on the 2021 Notes shall not be payable in a currency other than
Dollars.
	 
	 	14.	 	Payment Currency — Index. The principal of and
interest on the 2021 Notes shall not be determined with reference to an index
based on a coin or currency.
	 
	 	15.	 	Registered Securities. The 2021 Notes shall be issued
only as Registered Securities. The 2021 Notes shall be issuable as Registered
Global Securities.
	 
	 	16.	 	Additional Amounts. The Issuer shall not pay
additional amounts on the 2021 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 Base
Indenture will govern the transferability of the 2021 Notes in definitive form.
	 
	 	18.	 	Registrar; Paying Agent; Depositary. The Series Trustee
shall initially serve as the registrar and the paying agent for the 2021 Notes.
The Depository Trust Company shall initially serve as the Depositary for the
Registered Global Security representing the 2021 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 Base Indenture with respect to the 2021 Notes. There
shall be the following additions to the covenants of the Issuer set forth in
Article III of the Base Indenture with respect to the 2021 Notes:
	 
	 	 	 	Limitation on Liens. The Issuer covenants that, so long as any of the 2021
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




B-5









 












	 	 	 	acquired, of the Issuer or any such Consolidated Subsidiary without equally
and ratably securing the 2021 Notes by a lien ranking equally to and ratably
with (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
any part of the purchase price thereof or, in the case of real property,
construction or improvements thereon; (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; (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 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
judgments or awards against the Issuer or any Consolidated Subsidiary with
respect to which the Issuer or such





B-6









 





	 	 	 	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; (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 accounting
principles generally accepted in the United States of America (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); or (l) liens on any assets of the Issuer or any of
itsSubsidiaries (including Receivables Subsidiaries) incurred in connection
with a Qualified Receivables Transaction. Notwithstanding the above, the
Issuer or any Consolidated Subsidiary may, without securing the 2021 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
accounting principles generally accepted in the United States of America.






	 	 	 	Limitation on Sale and Lease-Back Transactions. The Issuer covenants that,
so long as any of the 2021 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 and 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 2021
Notes pursuant to clauses (a) through (k) 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 accounting principles generally
accepted in the United States of America.




B-7









 












	 	 	 	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
the Board of Directors of the Issuer, 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
accounting principles generally accepted in the United States of America.






	 	 	 	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
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 accounting principles
generally accepted in the United States of America.
	 
	 	 	 	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 “Qualified Receivables Transaction” shall mean any transaction or
series of transactions entered into by the Issuer or any of its Subsidiaries
pursuant to which the Issuer or any of its Subsidiaries sells, conveys or
otherwise transfers to (i) a Receivables Subsidiary (in the case of a
transfer by the Issuer or any of its Subsidiaries) and (ii) any other Person
(in the case of a transfer by a Receivables Subsidiary), or grants a
security interest in, any accounts receivable (whether now existing or
arising in the future) or inventory of the Issuer or any of its
Subsidiaries, and any assets related thereto including,






B-8











 






	 	 	 	without limitation, all collateral securing such accounts receivable,
all contracts and all guarantees or other obligations in respect of such
accounts receivable or inventory, proceeds of such accounts receivable and
other assets which are customarily transferred or in respect of which
security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable or inventory.
	 
	 	 	 	The term “Receivables Subsidiary” shall mean a Subsidiary of the Issuer
which engages in no activities other than in connection with the financing
of accounts receivable or inventory (a) no portion of the Indebtedness or
any other obligations (contingent or otherwise) of which (i) is guaranteed
by the Issuer or any Subsidiary of the Issuer (excluding guarantees of
obligations (other than the principal of, and interest on, Indebtedness)
pursuant to representations, warranties, covenants and indemnities entered
into in the ordinary course of business in connection with a Qualified
Receivables Transaction), (ii) is recourse or obligates the Issuer or any
Subsidiary of the Issuer in any way other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction or (iii)
subjects any property or asset of the Issuer or any Subsidiary of the Issuer
(other than accounts receivable or inventory and related assets as provided
in the definition of “Qualified Receivables Transaction”), directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other
than pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a
Qualified Receivables Transaction, (b) with which neither the Issuer nor any
Subsidiary of Issuer has any material contract, agreement, arrangement or
understanding other than on terms customary for securitization of
receivables or inventory and (c) with which neither the Issuer nor any
Subsidiary of the Issuer has any obligations to maintain or preserve such
Subsidiary’s financial condition or cause such Subsidiary to achieve certain
levels of operating results.






	 	20.	 	Conversion and Exchange. The 2021 Notes shall not be
convertible into or exchangeable for any other security.
	 
	 	21.	 	Additional Issues. The Issuer may, without notice to
or the consent of the holders of the 2021 Notes, create and issue additional
notes with the same terms as the 2021 Notes in all respects, except for the
issue date, the public offering price and, under certain circumstances, the
first interest payment date. Such additional notes shall be consolidated and
form a single series with the 2021 Notes.
	 
	 	22.	 	Other Terms. The 2021 Notes shall have the other terms
and shall be substantially in the form set forth in the form of the 2021 Notes
attached hereto as Annex B-1. In case of any conflict between this Annex B and
the 2021 Notes, the form of the 2021 Notes shall control.





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










B-9









 








Annex B-1




[FORM OF 2021 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. R — B[__]
	 	CUSIP NO. 58155QAD5
	 
	 	ISIN NO. US58155QAD51






McKESSON CORPORATION




4.75% NOTES DUE MARCH 1, 2021



          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 [__________] Dollars ($[__________])
on March 1, 2021 and to pay interest on said principal sum from February 28, 2011, 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, 2011, at the rate of 4.75% 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






B-1-1









 







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
Series Trustee (as defined below) under the Indenture (as defined below), by the manual signature
of one of its authorized signatories, 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.










B-1-2









 








          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:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CERTIFICATE OF AUTHENTICATION

This is one of the Securities

referred to in the within-mentioned

Indenture.




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

          as Series Trustee

 	 
	 	By:  	 	 
	 	 	    Authorized Signatory 	 
	 
	 	Dated: 
	 	 



B-1-3









 






	 	 	 	 	 



[FORM OF REVERSE SIDE OF NOTE]




          This Note is one of a duly authorized series of securities (the “Securities”) of the Issuer
designated as its 4.75% Notes due March 1, 2021 (the “Notes”). The Securities are all issued or to
be issued under and pursuant to an Indenture, dated as of March 5, 2007 (the “Base Indenture”),
duly executed and delivered between the Issuer and The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), a national banking association (the
“Original Trustee,” which term includes any successor Trustee with respect to the Securities under
the Base Indenture), as supplemented and amended by the First Supplemental Indenture, dated as of
February 28, 2011 (the “Supplemental Indenture,” and together with the Base Indenture, the
“Indenture”), duly executed and delivered between the Issuer, the Original Trustee and Wells Fargo
Bank, National Association, as trustee with respect to the Notes (the “Series Trustee”), 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 Original Trustee, the Series 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 $2,000 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, for cash, at a redemption price equal to the greater of (i) 100% of their principal
amount and, unless the Notes are redeemed on or after December 1, 2020, (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 to 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; provided that
the principal amount of any Note remaining outstanding after a redemption in part shall be $2,000
or a higher integral multiple of $1,000. 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 Series Trustee by a method the Series
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 of such Reference Treasury Dealer Quotations, or (ii) if the Series Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations.







B-1-4









 








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




          “Reference Treasury Dealer” means (i) J.P. Morgan Securities LLC and Merrill, Lynch, Pierce,
Fenner & Smith Incorporated and their respective 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 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 Series 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 Series Trustee by such Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third business day preceding such 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 on such redemption date.




          If a Change of Control Triggering Event (as defined below) occurs, unless the Issuer has
previously exercised its right to redeem the Notes in whole as described above, holders of the
Notes will have the right to require the Issuer to repurchase all or any part (in integral
multiples of $1,000 original principal amount) of their Notes pursuant to the offer described below
(the “Change of Control Offer”); provided that the principal amount of any Note remaining
outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000. In
the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of
the then outstanding aggregate principal amount of Notes repurchased plus accrued and unpaid
interest, if any, on the Notes repurchased, to, but not including, the date of repurchase (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 securities 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.




          The paying agent will promptly mail to each holder of the Notes properly tendered the
repurchase price for such Notes, and the Series Trustee will promptly authenticate and mail (or
cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any
unrepurchased portion of any Notes surrendered; provided, that each new Note will be in a principal
amount of $2,000 or an integral multiple of $1,000 thereafter.




          Notwithstanding the foregoing, the Issuer will not be required to make a Change of Control
Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an
offer in the manner, at the times and otherwise in compliance with the requirements for a Change of
Control Offer made by the Issuer and the third party repurchases all Notes properly tendered and
not withdrawn under its offer. In addition, the Issuer will not repurchase any Notes if there has
occurred and is continuing on the Change of Control Payment Date an event of






B-1-5









 







default under the Indenture, other than a default in the payment of the Change of Control Payment
upon a Change of Control Triggering Event.




          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 no later than 11:00 a.m. New York City time 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 Series Trustee the Notes properly
accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or
portions of Notes being repurchased.




          “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 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 result in
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 the Issuer’s 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 Inc., a subsidiary of Fimalac, S.A.




          “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 the






B-1-6









 







Issuer’s 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 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 Original Trustee or the Series
Trustee, as applicable, 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 Original Trustee or the Series Trustee, as
applicable, may not, 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 Minneapolis, Minnesota, The City of New York, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the Series 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.







B-1-7









 








          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 Series
Trustee and any agent of the Issuer or the Series 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 Series 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.





B-1-8











 





[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	 	 	 	 
	 	 	Reduced or Increased,	 	Remaining Principal	 	 
	 	 	and Reason for	 	Amount of this Registered	 	 
	Date	 	Reduction or Increase	 	Global Security	 	Notation Made By
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 





B-1-9









 






Annex C




            Pursuant to Section 2.3 of the Indenture, dated as of March 5, 2007 (the “Base Indenture”), as
supplemented and amended by the First Supplemental Indenture, dated as of February 28, 2011 (the
“Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the
Issuer, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.) (the “Original Trustee”) and Wells Fargo Bank, National Association, as
trustee (the “Series 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
“6.00% Notes due 2041” (the “2041 Notes”).
	 
	 	2.	 	Initial Aggregate Principal Amount. The 2041 Notes
shall be limited in initial aggregate principal amount to $500,000,000 (except
for 2041 Notes authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other 2041 Notes pursuant to Section 2.8, 2.9,
2.11, 8.5 or 12.3 of the Base Indenture).
	 
	 	3.	 	Currency Denomination. The 2041 Notes shall be
denominated in Dollars.
	 
	 	4.	 	Maturity. The date on which the principal of the 2041
Notes is payable is March 1, 2041.
	 
	 	5.	 	Rate of Interest; Interest Payment Date; Regular Record
Dates. Each 2041 Note shall bear interest from February 28, 2011 at 6.00%
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, 2011, to the persons in whose names the 2041 Notes are registered
at the close of business on the immediately preceding February 15 and August
15, respectively. Interest on the 2041 Notes shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
February 28, 2011. Interest on the 2041 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 2041
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 2041 Notes shall be payable, and the transfer of the 2041 Notes
shall be registrable, at the office or agency of the Issuer to be maintained
for such purpose in Minneapolis, Minnesota, 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 2041 Notes register; provided, however,
that while any 2041 Notes are represented by a Registered Global Security,
payment of principal of, premium, if any, or interest on the 2041 Notes may be
made by wire transfer to the account of the Depositary or its nominee.
	 
	 	7.	 	Optional Redemption. The 2041 Notes may be redeemed,
in whole, at any time, or in part, from time to time, at the option of the
Issuer, for cash, at a redemption price equal to the greater of (i) 100% of
their principal amount and, unless the 2041 Notes are redeemed on or after
September 1, 2040, (ii) an amount, as determined by the Quotation Agent,




C-1









 






	 	 	 	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 to 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 25 basis points,
plus, in each case, accrued and unpaid interest thereon to, but not including, the date of
redemption; provided that the principal amount of any 2041 Note remaining outstanding after a
redemption in part shall be $2,000 or a higher integral multiple of $1,000. Notwithstanding
the foregoing, installments of interest on 2041 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 2041 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
2041 Notes or portions thereof called for redemption. If less than all of the 2041 Notes are
to be redeemed, the 2041 Notes to be redeemed will be selected by the Series Trustee by a
method the Series 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 2041 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 2041 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 of such Reference Treasury
Dealer Quotations, or (ii) if the Series 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) J.P. Morgan Securities LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and their respective 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
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
Series 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 Series Trustee by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third business day preceding such
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




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	 	 	 	a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price on such redemption
date.
	 
	 	8.	 	Change of Control. If a Change of Control Triggering
Event (as defined below) occurs, unless the Issuer has previously exercised its
right to redeem the 2041 Notes in whole as described above, holders of the 2041
Notes will have the right to require the Issuer to repurchase all or any part
(in integral multiples of $1,000 original principal amount) of their 2041 Notes
pursuant to the offer described below (the “Change of Control Offer”); provided
that the principal amount of any 2041 Note remaining outstanding after a
repurchase in part shall be $2,000 or a higher integral multiple of $1,000. In
the Change of Control Offer, the Issuer will be required to offer payment in
cash equal to 101% of the then outstanding aggregate principal amount of 2041
Notes repurchased plus accrued and unpaid interest, if any, on the 2041 Notes
repurchased, to, but not including, the date of repurchase (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 2041
Notes describing the transaction or transactions that constitute the Change of
Control Triggering Event and offering to repurchase the 2041 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 2041 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.
	 
	 	 	 	The paying agent will promptly mail to each holder of the 2041 Notes
properly tendered the repurchase price for such Notes, and the Series
Trustee will promptly authenticate and mail (or cause to be transferred by
book-entry) to each holder a new 2041 Note equal in principal amount to any
unrepurchased portion of any 2041 Notes surrendered; provided, that each new
2041 Note will be in a principal amount of $2,000 or an integral multiple of
$1,000 thereafter.
	 
	 	 	 	Notwithstanding the foregoing, the Issuer will not be required to make a
Change of Control Offer upon the occurrence of a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for a Change of
Control Offer made by the Issuer and the third party repurchases all 2041
Notes properly tendered and not withdrawn under its offer. In addition, the
Issuer will not repurchase any 2041 Notes if there has occurred and is
continuing on the Change of Control Payment Date an event of default under
the Indenture, other than a default in the payment of the Change of Control
Payment upon a Change of Control Triggering Event.
	 
	 	 	 	On the Change of Control Payment Date, the Issuer will be required, to the
extent lawful, to (i) accept for payment all 2041 Notes or portions thereof
properly tendered pursuant to the Change of Control Offer; (ii) deposit with
the paying agent an amount equal to the




C-3









 






	 	 	 	Change of Control Payment in respect of all 2041 Notes or portions thereof
properly tendered; and (iii) deliver or cause to be delivered to the Series
Trustee the 2041 Notes properly accepted together with an Officer’s
Certificate stating the aggregate principal amount of 2041 Notes or portions
of 2041 Notes being repurchased.
	 
	 	 	 	“Below Investment Grade Rating Event” means the 2041 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 2041 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 result in
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 the Issuer’s 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 the 2041 Notes; 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 Inc., a subsidiary of Fimalac, S.A.
	 
	 	 	 	“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.




C-4









 






	 	 	 	“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 2041 Notes or fails to make a
rating of the 2041 Notes publicly available for reasons outside of the
Issuer’s 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 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 2041 Notes are not
mandatorily redeemable and are not entitled to the benefit of a sinking fund or
any analogous provisions.
	 
	 	10.	 	Denominations. The 2041 Notes shall be issued
initially in minimum denominations of $2,000 and shall be issued in integral
multiples of $1,000 in excess thereof.
	 
	 	11.	 	Amount Payable Upon Acceleration. The principal of the
2041 Notes shall be payable upon declaration of acceleration pursuant to
Section 5.1 of the Base Indenture.
	 
	 	12.	 	Payment Currency. Principal and interest on the 2041
Notes shall be payable in Dollars.
	 
	 	13.	 	Payment Currency — Election. The principal of and
interest on the 2041 Notes shall not be payable in a currency other than
Dollars.
	 
	 	14.	 	Payment Currency — Index. The principal of and
interest on the 2041 Notes shall not be determined with reference to an index
based on a coin or currency.
	 
	 	15.	 	Registered Securities. The 2041 Notes shall be issued
only as Registered Securities. The 2041 shall be issuable as Registered Global
Securities.
	 
	 	16.	 	Additional Amounts. The Issuer shall not pay
additional amounts on the 2041 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 Base
Indenture will govern the transferability of the 2041 Notes in definitive form.
	 
	 	18.	 	Registrar; Paying Agent; Depositary. The Series Trustee
shall initially serve as the registrar and the paying agent for the 2041 Notes.
The Depository Trust Company shall initially serve as the Depositary for the
Registered Global Security representing the 2041 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 Base Indenture with respect to the 2041 Notes. There
shall be the following additions to the covenants of the Issuer set forth in
Article III of the Base Indenture with respect to the 2041 Notes:
	 
	 	 	 	Limitation on Liens. The Issuer covenants that, so long as any of the 2041
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




C-5









 






	 	 	 	acquired, of the Issuer or any such Consolidated Subsidiary without equally and ratably securing
the 2041 Notes by a lien ranking equally to and ratably with (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 any part of the purchase price thereof or, in the case of real property, construction
or improvements thereon; (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; (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 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 judgments or awards against the Issuer or any Consolidated Subsidiary with
respect to which the Issuer or such




C-6









 






	 	 	 	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; (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 accounting
principles generally accepted in the United States of America (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); or (l) liens on any assets of
the Issuer or any of its Subsidiaries (including Receivables Subsidiaries) incurred in
connection with a Qualified Receivables Transaction. Notwithstanding the above, the Issuer or
any Consolidated Subsidiary may, without securing the 2041 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 accounting principles
generally accepted in the United States of America.
	 
	 	 	 	Limitation on Sale and Lease-Back Transactions. The Issuer covenants that,
so long as any of the 2041 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 and 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 2041
Notes pursuant to clauses (a) through (k) 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 accounting principles generally
accepted in the United States of America.




C-7









 






	 	 	 	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
the Board of Directors of the Issuer, 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
accounting principles generally accepted in the United States of America.
	 
	 	 	 	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
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 accounting principles
generally accepted in the United States of America.
	 
	 	 	 	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 “Qualified Receivables Transaction” shall mean any transaction or
series of transactions entered into by the Issuer or any of its Subsidiaries
pursuant to which the Issuer or any of its Subsidiaries sells, conveys or
otherwise transfers to (i) a Receivables Subsidiary (in the case of a
transfer by the Issuer or any of its Subsidiaries) and (ii) any other Person
(in the case of a transfer by a Receivables Subsidiary), or grants a
security interest in, any accounts receivable (whether now existing or
arising in the future) or inventory of the Issuer or any of its
Subsidiaries, and any assets related thereto including,




C-8









 






	 	 	 	without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such
accounts receivable or inventory, proceeds of such accounts receivable and
other assets which are customarily transferred or in respect of which
security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable or inventory.
	 
	 	 	 	The term “Receivables Subsidiary” shall mean a Subsidiary of the Issuer
which engages in no activities other than in connection with the financing
of accounts receivable or inventory (a) no portion of the Indebtedness or
any other obligations (contingent or otherwise) of which (i) is guaranteed
by the Issuer or any Subsidiary of the Issuer (excluding guarantees of
obligations (other than the principal of, and interest on, Indebtedness)
pursuant to representations, warranties, covenants and indemnities entered
into in the ordinary course of business in connection with a Qualified
Receivables Transaction), (ii) is recourse or obligates the Issuer or any
Subsidiary of the Issuer in any way other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction or (iii)
subjects any property or asset of the Issuer or any Subsidiary of the Issuer
(other than accounts receivable or inventory and related assets as provided
in the definition of “Qualified Receivables Transaction”), directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other
than pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a
Qualified Receivables Transaction, (b) with which neither the Issuer nor any
Subsidiary of Issuer has any material contract, agreement, arrangement or
understanding other than on terms customary for securitization of
receivables or inventory and (c) with which neither the Issuer nor any
Subsidiary of the Issuer has any obligations to maintain or preserve such
Subsidiary’s financial condition or cause such Subsidiary to achieve certain
levels of operating results.
	 
	 	20.	 	Conversion and Exchange. The 2041 Notes shall not be
convertible into or exchangeable for any other security.
	 
	 	21.	 	Additional Issues. The Issuer may, without notice to
or the consent of the holders of the 2041 Notes, create and issue additional
notes with the same terms as the 2041 Notes in all respects, except for the
issue date, the public offering price and, under certain circumstances, the
first interest payment date. Such additional notes shall be consolidated and
form a single series with the 2041 Notes.
	 
	 	22.	 	Other Terms. The 2041 Notes shall have the other terms
and shall be substantially in the form set forth in the form of the 2041 Notes
attached hereto as Annex C-1. In case of any conflict between this Annex C and
the 2041 Notes, the form of the 2041 Notes shall control.





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





C-9











 





Annex C-1




[FORM OF 2041 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. R — C1
	 	CUSIP NO. 58155QAE3

ISIN NO. US58155QAE35






McKESSON CORPORATION




6.00% NOTES DUE MARCH 1, 2041




          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, 2041 and to pay interest on said principal sum from February 28, 2011,
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, 2011, at the rate of 6.00% 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






C-1-1









 







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
Series Trustee (as defined below) under the Indenture (as defined below), by the manual signature
of one of its authorized signatories, 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.




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          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:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CERTIFICATE OF AUTHENTICATION

This is one of the Securities

referred to in the within-mentioned

Indenture.




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

as Series Trustee

 	 
	 	By:  	 	 
	 	 	    Authorized Signatory 	 
	 	 	 	 
	 	Dated:  
	 
	 












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[FORM OF REVERSE SIDE OF NOTE]




          This Note is one of a duly authorized series of securities (the “Securities”) of the Issuer
designated as its 6.00% Notes due March 1, 2041 (the “Notes”). The Securities are all issued or to
be issued under and pursuant to an Indenture, dated as of March 5, 2007 (the “Base Indenture”),
duly executed and delivered between the Issuer and The Bank of New York Mellon Trust Company, N.A.
(formerly known as The Bank of New York Trust Company, N.A.), a national banking association (the
“Original Trustee,” which term includes any successor Trustee with respect to the Securities under
the Base Indenture), as supplemented and amended by the First Supplemental Indenture, dated as of
February 28, 2011 (the “Supplemental Indenture,” and together with the Base Indenture, the
“Indenture”), duly executed and delivered between the Issuer, the Original Trustee and Wells Fargo
Bank, National Association, as trustee with respect to the Notes (the “Series Trustee”), 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 Original Trustee, the Series 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 $2,000 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, for cash, at a redemption price equal to the greater of (i) 100% of their principal
amount and, unless the Notes are redeemed on or after September 1, 2040, (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 to 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 25
basis points, plus, in each case, accrued interest thereon to the date of redemption; provided that
the principal amount of any Note remaining outstanding after a redemption in part shall be $2,000
or a higher integral multiple of $1,000. 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 Series Trustee by a method the Series
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 of such Reference Treasury Dealer Quotations, or (ii) if the Series Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations.







C-1-4









 








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




          “Reference Treasury Dealer” means (i) J.P. Morgan Securities LLC and Merrill, Lynch, Pierce,
Fenner & Smith Incorporated and their respective 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 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 Series 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 Series Trustee by such Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third business day preceding such 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 on such redemption date.




          If a Change of Control Triggering Event (as defined below) occurs, unless the Issuer has
previously exercised its right to redeem the Notes in whole as described above, holders of the
Notes will have the right to require the Issuer to repurchase all or any part (in integral
multiples of $1,000 original principal amount) of their Notes pursuant to the offer described below
(the “Change of Control Offer”); provided that the principal amount of any Note remaining
outstanding after a repurchase in part shall be $2,000 or a higher integral multiple of $1,000. In
the Change of Control Offer, the Issuer will be required to offer payment in cash equal to 101% of
the then outstanding aggregate principal amount of Notes repurchased plus accrued and unpaid
interest, if any, on the Notes repurchased, to, but not including, the date of repurchase (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 securities 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.




          The paying agent will promptly mail to each holder of the Notes properly tendered the
repurchase price for such Notes, and the Series Trustee will promptly authenticate and mail (or
cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any
unrepurchased portion of any Notes surrendered; provided, that each new Note will be in a principal
amount of $2,000 or an integral multiple of $1,000 thereafter.




          Notwithstanding the foregoing, the Issuer will not be required to make a Change of Control
Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an
offer in the manner, at the times and otherwise in compliance with the requirements for a Change of
Control Offer made by the Issuer and the third party repurchases all Notes properly tendered and
not withdrawn under its offer. In addition, the Issuer will not repurchase any Notes if there has
occurred and is continuing on the Change of Control Payment Date an event of






C-1-5









 







default under the Indenture, other than a default in the payment of the Change of Control Payment
upon a Change of Control Triggering Event.




          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 no later than 11:00 a.m. New York City time 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 Series Trustee the Notes properly
accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or
portions of Notes being repurchased.




          “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 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 result in
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 the Issuer’s 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 Inc., a subsidiary of Fimalac, S.A.




          “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 the






C-1-6









 







Issuer’s 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 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 Original Trustee or the Series
Trustee, as applicable, 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 Original Trustee or the Series Trustee, as
applicable, may not, 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 Minneapolis, Minnesota, The City of New York, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the Series 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.







C-1-7









 








          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 Series
Trustee and any agent of the Issuer or the Series 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 Series 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.







C-1-8









 








[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	 	 	 	 
	 	 	Reduced or Increased,	 	Remaining Principal	 	 
	 	 	and Reason for	 	Amount of this Registered	 	 
	Date	 	Reduction or Increase	 	Global Security	 	Notation Made By
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 






C-1-9