WALGREEN CO. EXECUTIVE STOCK OPTION PLAN - STOCK OPTION AGREEMENT

This document (referred to below as this “Agreement” or this “Option Agreement”) spells out the terms and conditions of the stock option granted by Walgreen Co. , an Illinois corporation (the “Company”), to the individual employee designated above (the “Employee”) pursuant to the Walgreen Co. Executive Stock Option Plan (the “Plan”) on and as of the Date of Grant designated above.  Except as otherwise defined herein, capitalized terms used in this Option Agreement have the respective meanings set forth in the Plan.  The Plan, as in effect on the date of this Option Agreement and as it may be amended from time to time, is incorporated in this Option Agreement by reference, and all rights granted by this Option Agreement are subject to the terms and conditions of the Plan.

1.          Grant of Stock Option .  The Company hereby grants to the Optionee a stock option to purchase all or any part of the Number of Shares set forth above of Common Stock of the Company, par value $.078125 ("Common Stock"), at the Option Price set forth above, which is 100% of the fair market value of such Common Stock on the Date of Grant, in the manner and subject to the terms and conditions of the Plan and this Option Agreement.  This stock option is intended to be a "non-qualified stock option" and shall not be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

2.          Vesting/Exercise/Expiration .  The Optionee may not exercise the stock option granted prior to the “Vesting Date,” which is the three-year anniversary of the Date of Grant, absent action by the Compensation Committee of the Board of Directors to waive or alter such restrictions.  Thereafter, except as hereinafter provided, the Optionee may exercise the stock option granted herein at any time and from time to time until the close of business on the Expiration Date set forth above.  The stock option granted herein may be exercised to purchase any number of whole shares of Common Stock, except that no purchase shall be for less than ten (10) full shares, or the remaining unexercised shares, if less.  This stock option is deemed to be "outstanding" until it has been exercised in full or expired pursuant to the terms of this Option Agreement.

3.           Retirement .  Subject to the last sentence of this Section 3, if, without having fully exercised this stock option, the Optionee retires, or is retired, from the employ of the Company (or a subsidiary of the Company if the Optionee is then in the employ of such subsidiary) then the Optionee's right to exercise this stock option shall terminate upon the earlier of the Expiration Date or a date which is sixty (60) months following the Optionee's retirement.  For purposes of this section, retirement shall be defined as a cessation of employment, in good standing, after the employee has attained fifty-five (55) years of age and has completed at least ten (10) years of continuous service with the Company.  The foregoing shall apply regardless of whether such retirement occurs before or after the Vesting Date.  For purposes of this Section 3, if the Optionee’s date of retirement (which is defined per Company practices as his or her “paid-through date”) is less than 12 months following the Date of Grant, then the maximum number of shares that may be exercised pursuant to this Section 3 shall be equal to the total Number of Shares referenced in Section 1 above, multiplied by the number of days between the Date of Grant and the date of retirement, divided by 365; and the remaining shares shall be forfeited.

4.          Disability .  If, without having fully exercised this stock option, the Optionee's employment with the Company (or a subsidiary of the Company if the Optionee is then in the employ of such subsidiary) is terminated due to total and permanent disability (as determined by the Compensation Committee of the Board of Directors or its designee), then the Optionee's right to exercise this stock option shall terminate upon the earlier of the Expiration Date or a date which is sixty (60) months following the date of termination of employment.  The Optionee may exercise this stock option at any time between the Vesting Date and the date the Optionee’s right to exercise this stock option expires.

5.          Death .  If, without having fully exercised this stock option, the Optionee shall die while in the employ of the Company (or a subsidiary of the Company if the Optionee is then in the employ of such subsidiary), then this stock option shall be exercisable by the executor or administrator of the Optionee's estate or by such person or persons who shall have acquired the Optionee's rights hereunder by bequest or inheritance or by reason of his or her death, for a period ending on the earlier of the Expiration Date or sixty (60) months following the date of the Optionee's death.  This stock option may be exercised at any time between the Vesting Date and the date the right to exercise this stock option expires.

6.          Other Termination of Employment .  If, without having fully exercised this stock option, the Optionee's employment with the Company (or a subsidiary of the Company if the Optionee is then in the employ of such subsidiary) is terminated for reasons other than the Optionee’s retirement (as defined in Section 3 above), death, or total and permanent disability (as defined in Section 4 above), then the Optionee's right to exercise this stock option shall terminate as of the date of his or her termination of employment, subject to the right of the Compensation Committee of the Board of Directors to extend the exercise period of this stock option.

7.          Disqualifying Termination . &nbs