McKESSON CORPORATION LONG-TERM INCENTIVE PLAN

EXHIBIT 10.6

McKESSON CORPORATION
LONG-TERM INCENTIVE PLAN

(As Amended and Restated Effective January 1, 2009)

Table of Contents

McKESSON CORPORATION
LONG-TERM INCENTIVE PLAN

(As Amended and Restated Effective January 1, 2009)

1. NAME AND PURPOSE.

The name of this plan is the McKesson Corporation Long-Term Incentive Plan (the “Plan”). Its purpose is to advance and promote the interests of the stockholders of McKesson Corporation, a Delaware corporation (the “Company”) by attracting and retaining employees who strive for excellence, and to motivate those employees to set and achieve above-average financial objectives by providing competitive compensation for those who contribute most to the operating progress and earning power of the Company, its subsidiaries and affiliates.

2. ADMINISTRATION OF THE PLAN.

The Plan shall be administered by a committee (the “Committee”) consisting of not less than two directors of the Company to be appointed by the Board, each of whom is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. No member of the Committee shall be eligible to receive benefits under the Plan. The Committee shall have the sole authority, in its absolute discretion, to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan, to construe and interpret the Plan, the rules and regulations, and to make all other determinations deemed necessary or advisable for the administration of the Plan. All decisions, determinations and interpretations of the Committee shall be final and binding on all employees who participate in the Plan (the “Participants”) and other interested parties.

3. ELIGIBILITY.

Participation in the Plan shall be limited to those full-time, salaried key officers and/or other employees of the Company, its subsidiaries and affiliates who are selected from time to time by the Committee. Participants in the Plan are also eligible to participate in any incentive plan of the Company.

4. CALCULATION OF AWARDS.

Awards under the Plan shall be made in the sole discretion of the Committee. After the close of the period for which an award may be made (a “Performance Period”), the Committee shall determine the dollar amount of the award to be made to each Participant whom the Committee has selected to be an award recipient for that Performance Period; provided, however, that the award amount for any individual who is a “covered employee” (as defined in regulations adopted pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)) of the Company on the last day of a Performance Period (the “Specified Officers”) shall be subject to the following limitations:

     (a) 5% of the Company’s aggregate “Annual Income” for the Performance Period shall be set aside for awards to the Specified Officers. For this purpose, “Annual Income” shall mean reported net income before special items.

     (b) The maximum awards to the following Specified Officers shall equal the indicated percentage of the aggregate fund set forth in (a) above, determined pursuant to the following schedule:

     (c) The Committee in its sole discretion may reduce the award otherwise payable to any Specified Officer as determined above, but in no event may any such reduction result in an increase of the award payable to any other Participant, including but not limited to any other Specified Officer.

5. PAYMENT OF AWARDS.

All awards to Participants pursuant to the Plan shall be paid in cash. Prior to January 1, 2005, awards shall be paid as soon as practicable after the end of the Performance Period; provided, however, that, at the Participant’s election, receipt of all or part of an award may be deferred under the terms of the Company’s Deferred Compensation Administration Plan II in the manner prescribed by regulations established by the Committee. After December 31, 2004, all awards shall be paid no later than the later of two and one-half months following the end of the Company’s fiscal year or the end of the calendar year in which the award is no longer subject to a substantial risk of forfeiture; provided, however, that, at the Participant’s election, receipt of all or part of an award may be deferred under the terms of the Company’s Deferred Compensation Administration Plan III (“DCAP III”) and in compliance with Section 409A of the Code.

A Participant shall have no right to receive payment of any award under the Plan unless he or she has satisfied regulations prescribed by the Committee at the time of making the award and the Committee has determined that the performance objectives applicable to such award, if any, have been achieved.

Any other provision of the Plan to the contrary notwithstanding, if the Committee determ