FORM OF McKESSON CORPORATION STATEMENT OF TERMS AND CONDITIONS APPLICABLE TO AWARDS PURSUANT TO THE MANAGEMENT INCENTIVE PLAN

Exhibit 10.15

FORM OF
McKESSON CORPORATION
STATEMENT OF TERMS AND CONDITIONS
APPLICABLE TO AWARDS
PURSUANT TO THE MANAGEMENT INCENTIVE PLAN

Effective April 1, 2009

     The McKesson Management Incentive Plan (“MIP” or “Plan”) provides the short term incentive compensation component of McKesson total compensation program.

     The following terms and conditions shall apply to awards made under the Plan to an executive, managerial or professional employee of the Company who is specifically designated as a participant in the Plan. Capitalized terms used herein are defined in the MIP or in Section 8. In the event these terms and conditions conflict with the terms of the MIP, the MIP document shall control.

     1.  Participant .

     Only active employees of the Company, its subsidiaries or affiliates who are employed in an executive, managerial or professional capacity may be designated as Participants under the Plan. The Compensation Committee of the Board (“the Committee”) shall review those employees who are eligible to participate in the Plan and recommended by management and determine which of those employees will become Plan Participants. The Committee may add to or delete individuals from the list of designated Participants at any time and from time to time, at its sole discretion. The Committee has delegated the authority to approve Plan Participants to the CEO.

     Participation in a Performance Period does not guarantee payment of an award under the Plan for that Performance Period. Participation in one Performance Period does not guarantee participation in a subsequent Performance Period.

A. New Hires

     An employee hired after the beginning of a Performance Period must be in an eligible position and actively at work prior to the January 1 that falls within that Performance Period in order to be a Participant in that Performance Period.

B. Transfers and Promotions

     An employee promoted into or transferred from an ineligible position to an eligible position during a Performance Period must be actively at work for a minimum of three months in the new eligible position to be a Participant.

     An employee demoted from or transferred from an eligible position to an ineligible position during the Performance Period must be actively at work for a minimum of three months in the eligible position to be a Participant.

     2.  Individual Target Award .

     The Individual Target Award is the percentage of base annual salary specified at the beginning of the Performance Period (or beginning of participation, if later) for a Participant.

A. Transfers, Promotions and Demotions .

     A Participant who moves from one job to a new job with a higher Individual Target Award during the Performance Period will, in general, have his final Award Determination prorated between the two Individual Target Awards. The participant should be actively at work for a minimum of three months in the new position for the new, higher, Individual Target Award to be recognized in the final Award Determination.

     A Participant demoted to or transferred to a new job with a lower Individual Target Award, during the Performance Period, will have his final Award Determination based on management discretion.

     3.  Performance Measures and Goals .

     Each Participant shall have one or more Individual Performance Measures. Individual Performance Measures may be quantitative, qualitative or both. The Performance Goals (defined in Article F of the Plan) established for each segment of the Company are referred to as the Business Scorecard. A Participant’s Individual Performance Measures and the Performance Goals, taken as a whole, will determine the amount of the Participant’s Award.

     A Participant who changes jobs and / or organization during the Performance Period may have different Business Scorecards applicable to each job / organization. The Participant may have his final Award Determination prorated between the two Business Scorecards.

     4.  Individual Performance Modifier .

     Final awards will be adjusted, at management discretion, to reflect the Participant’s individual contribution to Business Scorecard results and the Participant’s Individual Performance Measures.

     5.  Other Individual Requirements.

     Notw