Preview | Deposit Agreement |

TABLE OF CONTENTS


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Parties			1
Recitals			1

ARTICLE I DEFINITIONS			1

Certificate of Designations			1
Certificate of Incorporation			1
Common Stock			1
Company			1
Corporate Office			1
Deposit Agreement			2
Depositary			2
Depositary Share			2
Depositarys Agent			2
New York Office			2
Receipt			2
record holder			2
Registrar			2
Securities Act			2
Stock			2

ARTICLE II FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER, REDEMPTION AND CONVERSION OF RECEIPTS			3

SECTION 2.01. Form and Transfer of Receipts			3
SECTION 2.02. Temporary Receipts			3
SECTION 2.03. Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof			4
SECTION 2.04. Redemption and Conversion of Stock			5
SECTION 2.05. Register of Transfer of Receipts			7
SECTION 2.06. Combination and Split-ups of Receipts			7
SECTION 2.07. Surrender of Receipts and Withdrawal of Stock			8
SECTION 2.08. Limitations on Execution and Delivery, Transfer, Split-up, Combination, Surrender and Exchange of Receipts and Withdrawal or Deposit of Stock			9
SECTION 2.09. Lost Receipts, etc			9
SECTION 2.10. Cancellation and Destruction of Surrendered Receipts			9

ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY			10

SECTION 3.01. Filing Proofs, Certificates and Other Information			10
SECTION 3.02. Payment of Taxes or Other Governmental Charges			10
SECTION 3.03. Withholding			10
SECTION 3.04. Representations and Warranties as to Stock			11


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ARTICLE IV THE STOCK, NOTICES			11

SECTION 4.01. Cash Distributions			11
SECTION 4.02. Distributions Other Than Cash			11
SECTION 4.03. Subscription Rights, Preferences or Privileges			12
SECTION 4.04. Notice of Dividends, Fixing of Record Date for Holders of Receipts			12
SECTION 4.05. Voting Rights			13
SECTION 4.06. Changes Affecting Stock and Reclassifications, Recapitalizations, etc.			13
SECTION 4.07. Reports			14
SECTION 4.08. Lists of Receipt Holders			14

ARTICLE V THE DEPOSITARY, THE DEPOSITARYS AGENTS, THE REGISTRAR AND THE COMPANY			14

SECTION 5.01. Maintenance of Offices, Agencies, Transfer Books by the Depositary; the Registrar			14
SECTION 5.02. Prevention or Delay in Performance by the Depositary, the Depositarys Agents, the Registrar or the Company			15
SECTION 5.03. Obligations of the Depositary, the Depositarys Agents, the Registrar and the Company			15
SECTION 5.04. Resignation and Removal of the Depositary, Appointment of Successor Depositary			17
SECTION 5.05. Corporate Notices and Reports			17
SECTION 5.06. Deposit of Stock by the Company			18
SECTION 5.07. Indemnification by the Company			18
SECTION 5.08. Fees, Charges and Expenses			18

ARTICLE VI AMENDMENT AND TERMINATION			18

SECTION 6.01. Amendment			18
SECTION 6.02. Termination			19

ARTICLE VII MISCELLANEOUS			20

SECTION 7.01. Counterparts			20
SECTION 7.02. Exclusive Benefits of Parties			20
SECTION 7.03. Invalidity of Provisions			20
SECTION 7.04. Notices			20
SECTION 7.05. Depositarys Agents			21
SECTION 7.06. Holders of Receipts Are Parties			21
SECTION 7.07. Governing Law			21
SECTION 7.08. Headings			21
EXHIBIT A			A-1

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT, dated as of ______, ___, among McKesson Corporation, a Delaware corporation, ______, a ___banking corporation, as Depositary, and all holders from time to time of Receipts issued hereunder.

W I T N E S S E T H:

WHEREAS, the Company desires to provide as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Stock with the Depositary, as agent for the beneficial owners of the Stock, for the purposes set forth in this Deposit Agreement and for the issuance hereunder of the Receipts evidencing Depositary Shares representing an interest in the Stock so deposited; and

WHEREAS, the Receipts are to be substantially in the form annexed as Exhibit A to this Deposit Agreement, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement.

NOW, THEREFORE, in consideration of the premises contained herein, it is agreed by and among the parties hereto as follows:

ARTICLE I

DEFINITIONS

The following definitions shall apply to the respective terms (in the singular and plural forms of such terms) used in this Deposit Agreement and the Receipts:

Certificate of Designations shall mean the Certificate of Designations establishing and setting forth the rights, preferences, privileges and limitations of the Stock.

Certificate of Incorporation shall mean the Restated Certificate of Incorporation, as amended and restated from time to time, of the Company.

Common Stock shall mean the Companys Common Stock, par value $0.01 per share.

Company shall mean McKesson Corporation, a Delaware corporation, and its successors.

Corporate Office shall mean the office of the Depositary in ______, ______at which at any particular time its business in respect of matters governed by this Deposit Agreement shall be administered, which at the date of this Deposit Agreement is located at ______.

Deposit Agreement shall mean this agreement, as the same may be amended, modified or supplemented from time to time.

Depositary shall mean ______, as Depositary hereunder, and any successor as Depositary hereunder.

Depositary Share shall mean the rights evidenced by the Receipts executed and delivered hereunder, including the interests in Stock granted to holders of Receipts pursuant to the terms and conditions of the Deposit Agreement. Each Depositary Share shall represent an interest in ______of a share of Stock deposited with the Depositary hereunder and the same proportionate interest in any and all other property received by the Depositary in respect of such share of Stock and held under this Deposit Agreement. Subject to the terms of this Deposit Agreement, each record holder of a Receipt evidencing a Depositary Share or Shares is entitled, proportionately, to all the rights, preferences and privileges of the Stock represented by such Depositary Share or Shares, including the dividend, voting and liquidation rights contained in the Certificate of Designations, and to the benefits of all obligations and duties of the Company in respect of the Stock under the Certificate of Designations and the Certificate of Incorporation.

Depositarys Agent shall mean an agent appointed by the Depositary as provided, and for the purposes specified, in Section 7.05.

New York Office shall mean the facility maintained by the Depositary in the Borough of Manhattan, The City of New York for accepting, executing and delivering Receipts and other instruments prior to processing such instruments at the Corporate Office, which facility at the date of this Deposit Agreement is located at ______.

Receipt shall mean a Depositary Receipt executed and delivered hereunder, in substantially the form of Exhibit A hereto, evidencing Depositary Share or Shares, as the same may be, amended from time to time in accordance with the provisions hereof.

record holder or holder as applied to a Receipt shall mean the person in whose name a Receipt is registered on the books maintained by or on behalf of the Depositary for such purpose.

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