Preview | Rights Agreement |

Section 31.

Severability

Section 32.

Governing Law

Section 33.

Counterparts

Section 34.

Descriptive Headings

TABLE OF CONTENTS


Section 1.	Certain Definitions	5
Section 2.	Appointment of Rights Agent	10
Section 3.	Issuance of Rights Certificates	10
Section 4.	Form of Rights Certificates	12
Section 5.	Countersignature and Registration	13
Section 6.	Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates	13
Section 7.	Exercise of Rights; Purchase Price; Expiration Date of Rights	14
Section 8.	Cancellation and Destruction of Rights Certificates	16
Section 9.	Reservation and Availability of Capital Stock	16
Section 10.	Preferred Stock Record Date	18
Section 11.	Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights	18
Section 12.	Certificate of Adjusted Purchase Price or Number of Shares	27
Section 13.	Consolidation, Merger or Sale or Transfer of Assets Cash Flow or Earning Power	27
Section 14.	Fractional Rights and Fractional Shares	29
Section 15.	Rights of Action	30
Section 16.	Agreement of Rights Holders	31
Section 17.	Rights Certificate Holder Not Deemed a Stockholder	31
Section 18.	Concerning the Rights Agent	32
Section 19.	Merger or Consolidation or Change of Name of Rights Agent	32
Section 20.	Duties of Rights Agent	33
Section 21.	Change of Rights Agent	34
Section 22.	Issuance of New Rights Certificates	35
Section 23.	Redemption and Termination	36
Section 24.	Exchange	37
Section 25.	Notice of Certain Events	38
Section 26.	Notices	39
Section 27.	Supplements and Amendments	39
Section 28.	Successors	40
Section 29.	Determinations and Actions by the Board of Directors, etc	40
Section 30.	Benefits of this Agreement	40

RIGHTS AGREEMENT

This RIGHTS AGREEMENT, dated as of October 22, 2004 (the Agreement), is entered into between McKesson Corporation, a Delaware corporation (the Company), and The Bank of New York, a Delaware corporation (the Rights Agent).

WHEREAS, on July 28, 2004 (the Rights Dividend Declaration Date), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $.01 per share, of the Company (the Common Stock) outstanding at the Close of Business on October 22, 2004 (the Record Date), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Companys treasury) and the Distribution Date (as hereinafter defined) each Right initially representing the right to purchase one one-hundredth (1/100) of a share of Series A Junior Participating Preferred Stock of the Company (the Preferred Stock) having the rights, powers and preferences set forth in Article IV of the Companys Restated Certificate of Incorporation, upon the terms and subject to the conditions hereinafter set forth (the Rights).

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Certain Definitions. For purposes of this Agreement, the following terms have the meanings indicated:

(a) Acquiring Person shall mean (x) any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company, or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, (iv) any Person who becomes the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company or at a time when the rights are not redeemable, unless and until such Person, after becoming aware that such Person has become the Beneficial Owner of fifteen percent (15%) or more of the then outstanding shares of Common Stock, acquires beneficial ownership of additional shares of Common Stock representing one percent (1%) or more of the shares of Common Stock then outstanding, (v) any such Person who has reported or is required to report such ownership (but less than twenty percent (20%)) on Schedule 13G under the Securities Exchange Act of 1934, as amended and in effect on the date of the Agreement (the Exchange Act) (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such schedule (other than the disposition of the Common Stock) and, within ten (10) Business Days of being requested by the Company to advise it regarding the same, certifies to the

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Exhibit A		Form of Rights Certificate

Exhibit B		Form of Summary of Rights