McKesson 2005 Annual Report Download - page 99

2. No Assignment.
a. Other than as provided in Section G.2.b below, the benefits provided under this Plan may not be alienated, assigned, transferred,
pledged or hypothecated by any person, at any time or to any person whatsoever. These benefits shall be exempt from the claims of creditors or
other claimants and from all orders, decrees, levies, garnishments or executions to the fullest extent allowed by law.
b. If a court of competent jurisdiction determines pursuant to a judgment, order or approval of a marital settlement agreement that all or
any portion of the benefits payable hereunder to a Participant constitute community property of the Participant and his or her spouse or former
spouse (hereafter, the “Alternate Payee”) or property which is otherwise subject to division by the Participant and the Alternate Payee, a
division of such property shall not constitute a violation of Section G.2.a, and any portion of such property may be paid or set aside for
payment to the Alternate Payee. The preceding sentence of this Section G.2.b, however, shall not create any additional rights and privileges for
the Alternate Payee (or the Participant) not already provided under the Plan; in this regard, the Administrator shall have the right to refuse to
recognize any judgment, order or approval of a martial settlement agreement that provides for any additional rights and privileges not already
provided under the Plan, including without limitation with respect to form and time of payment.
3. Applicable Law and Severability. The Plan hereby created shall be construed, administered and governed in all respects in accordance
with ERISA and the laws of the State of California to the extent that the latter are not preempted by ERISA. If any provision of this instrument
shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereunder shall continue to be
effective. If any provision this amendment and restatement is deemed to be a “material modification” of this Plan which would cause amounts
deferred under this Plan prior to 2005 to be subject to the deferred compensation provisions of section 885 of the American Jobs Creation Act
of 2004, if such legislation is enacted into law, such provision shall be null, void and without effect retroactive to October 28, 2004.
H. ADMINISTRATION OF THE PLAN
1. In General. The Administrator of the Plan shall be the Executive Vice President, Human Resources, of McKesson. If the Executive Vice
President, Human Resources, is a Participant, any discretionary action taken as Administrator which directly affects him or her as a Participant
shall be specifically approved by the Compensation Committee. The Administrator shall have the authority and responsibility to interpret this
Plan and shall adopt such rules and regulations for carrying out this Plan as it may deem necessary or appropriate. Decisions of the
Administrator shall be final and binding on all parties who have or claim any interest in this Plan.
2. Elections and Notices. All elections and notices made under this Plan shall be in writing and filed with the Administrator at the time and
in the manner specified by him or her. All elections to defer under this Plan shall be irrevocable.
I. AMENDMENT OR TERMINATION OF THE PLAN
The Compensation Committee may at any time amend this Plan. Such action shall be prospective only and shall not adversely affect the
rights of any Participant or Beneficiary to any
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