Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 22, 2009, the Board of Directors (the "Board") of McKesson Corporation (the "Company") approved amendments to Sections 9 and 10 of ARTICLE II of the Company's Amended and Restated By-Laws, effective immediately, for purposes of making the following clarifications and enhancements to the Company's advance notice by-law provisions contained in such sections: (i) to make clear and unambiguous that compliance with the procedures specified in the advance notice by-law provisions is the exclusive means for a stockholder to nominate any person for election to the Board or to bring other business before a meeting of stockholders (other than proposals governed by Rule 14a-8 of the Securities Exchange Act of 1934, as amended); (ii) without limiting the generality of
(i) above, to make clear and unambiguous that notwithstanding a notice of annual meeting, which includes notice regarding the election of directors, given by or at the direction of the Board, a stockholder who desires to nominate a person for election to the Board must comply with the advance notice by-law provisions specifically relating to nominations by stockholders; (iii) to expand the information required to be given by any stockholder making a nomination or proposal, by any beneficial owner on whose behalf a nomination or proposal is made, and by any proposed nominee, including information relating to any hedging or other transaction made by or on behalf of any such person with respect to the Company's stock and any other transaction, agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, stock appreciation or similar rights or borrowing or lending shares of stock) made by or on behalf of any such person, the effect or intent of any of the foregoing being to manage the risk or benefit of share price changes in the Company's stock or to increase or decrease the voting power or pecuniary or economic interest of any such person with respect to the Company's stock; and (iv) to make other technical clarifications and enhancements to the advance notice by-law provisions. The foregoing description of the Company's by-law amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Company's Amended and Restated By-Laws, as amended through April 22, 2009. A copy of such By-Laws is attached hereto as Exhibit 3.2. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Description 3.2 The Company's Amended and Restated By-Laws, as amended through April 22, 2009.

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