WALGREEN CO
EXECUTIVE DEFERRED
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	 <P ALIGN="CENTER"><B>WALGREEN CO. EXECUTIVE<BR> DEFERRED PROFIT-SHARING
		PLAN</B></P>
	 <P>Walgreen Co. (the "Company") maintains a non-qualified unfunded deferred
		compensation and profit-sharing program for certain of its employees as
		described herein, which program was originally effective as of January 1, 1990.
		The following shall constitute the terms and conditions of the Walgreen Co.
		Executive Deferred Profit-Sharing Plan (this "Plan"), as restated effective
		January 1, 2003.</P>
	 <P><B>1. Administration.</B> This Plan shall be administered by the
		Trustees of the Walgreen Profit-Sharing Retirement Plan (the "Profit-Sharing
		Plan"), who will have, to the extent appropriate, the same powers, rights,
		duties, obligations and indemnity with respect to this Plan as they do with
		respect to the Profit-Sharing Plan (pursuant to Section 8 of the Profit-Sharing
		Plan). Consistent with such rights under the Profit-Sharing Plan, each
		determination provided for under this Plan shall be made by these Trustees
		under such procedures as may from time to time be prescribed by them, and shall
		be made in their absolute discretion. Any such determination shall be
		conclusive on all persons.</P>
	 <P><B>2. Eligibility.</B> Each employee of the Company or one of its
		subsidiaries who meets all of the following requirements and who is not a
		participant in the Walgreen Profit-Sharing Restoration Plan shall be eligible
		to participate in this Plan:</P>
	 <P><B>(a)</B> The employee is a participant in the Profit-Sharing Plan.</P>

	 <P><B>(b)</B> The employee&#146;s "regular contributions" under Section 4.1
		of the Profit-Sharing Plan are limited by operation of one or more of the
		"Profit-Sharing Plan Limits," which shall consist of the following:</P>
	 <OL>
		<LI>the annual compensation limit of Section 401(a)(17) of the Internal
		  Revenue Code of 1986, as amended (the "Code"), as set forth in Section 3.7 of
		  the Profit-Sharing Plan;</LI>
		<LI>the limitations on the employee&#146;s "five percent contribution"
		  under Section 4.1(b) of the Profit-Sharing Plan, by operation of subsections
		  (i)(B) and/or (ii) thereof; and</LI>
		<LI>the limitations under Section 415 of the Code, as set forth in
		  Sections 3.4, 3.6 and 4.6(a)(ii) of the Profit-Sharing Plan.</LI>
	 </OL>
	 <P><B>(c)</B> The employee executes an irrevocable election under this
		Plan.</P>
	 <P>This plan is an unfunded plan maintained primarily to provide deferred
		compensation benefits for a select group of "management or highly-compensated
		employees" within the meaning of Sections 201, 301, and 401 of the Employee
		Retirement Income Security Act of 1974, as amended ("ERISA"), and therefore is
		exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.
		Accordingly, the Board of Directors of the Company may terminate this Plan and
		make no further benefit payments or remove certain employees as participants if
		it is determined by the United States Department of Labor, a court of competent
		jurisdiction, or an opinion of counsel that this Plan constitutes an employee
		pension benefit plan within the meaning of Section 3(2) of ERISA (as currently
		in effect or hereafter amended) which is not so exempt. In the event employees
		are removed as participants, the Trustees of the Profit-Sharing Plan shall
		commence payment of the benefits under this Plan to those participants over a
		period of up to five years (as selected by the Trustees).</P>
	 <P><B>3. Participant Deferred Profit-Sharing Contribution.</B> Each
		participant shall make an irrevocable election in writing to defer under this
		Plan any amount he or she is unable to contribute to the Profit-Sharing Plan by
		operation of the Profit-Sharing Plan Limits.</P>
	 <P><B>4. Executive Deferred Profit-Sharing Account.</B> The Company shall
		establish and maintain a bookkeeping account in the name of each participant,
		which shall be known as his or her "Executive Deferred Profit-Sharing Account"
		and which shall be credited with the amount of compensation deferred under this
		Plan. A participant's bookkeeping account hereunder shall at all times be
		reflected on the Company's books as a general unsecured and unfunded obligation
		of the Company, and this Plan shall not give any person any right or security
		interest in any asset of the Company nor shall it imply any trust or
		segregation of assets by the Company.</P>
	 <P><B>5. Credits to the Executive Deferred Profit-Sharing Account.</B></P>
	 <P><B>(a) Deferral Amounts. </B>By virtue of his or her election to
		participate in this Plan, for each Plan Year each participant shall defer
		compensation under this Plan equal to the difference between (1) the amount of
		regular contributions that the participant would have made under the
		Profit-Sharing Plan if the Profit-Sharing Plan Limits did not apply, and (2)
		the actual amount of his or her regular contributions to the Profit-Sharing
		Plan. In lieu of receiving this deferred amount as current compensation, the
		participant&#146;s Executive Deferred Profit-Sharing Account shall be credited
		with this deferred amount.</P>
	 <P><B>(b) Profit Sharing Allocation Amounts.</B> For each Plan Year each
		participant's Executive Deferred Profit-Sharing Account shall also be credited
		by an amount equal to the difference between (1) the amount that would have
		been allocated to the participant&#146;s "employer contribution account" under
		the Profit-Sharing Plan (including a share of certain deemed forfeitures) if
		the Profit-Sharing Plan Limits did not apply and if the amount deferred under
		Paragraphs 3 and 5(a) above were treated as compensation under the
		Profit-Sharing Plan, and (2) the actual amount allocated to his or her employer
		contribution account under the Profit-Sharing Plan.</P>
	 <P><B>6. Adjustments to the Executive Deferred Profit-Sharing
		Account.</B></P>
	 <P>(a) General. The amounts credited to a participant's Executive Deferred
		Profit-Sharing Account shall be adjusted to reflect the earnings, gains, losses
		and expenses that would have been debited or credited to such amounts had they
		been allocated to the participant's accounts under the Profit-Sharing Plan and
		invested in the same manner as such accounts would be invested thereunder. Such
		adjustment shall be determined by the Trustees of the Profit-Sharing Plan, and
		their determination shall be final and conclusive.</P>
	 <P><B>(b) Timing of Adjustments and Credits.</B> All credits and
		adjustments to a participant's Executive Deferred Profit-Sharing Account shall
		be made within reasonable proximity to the dates such credits and adjustments
		would have been made if they were effected under the Profit-Sharing Plan.</P>
	 <P><B>(c) Debits to Reflect Additional Contributions to the Profit Sharing
		Plan.</B> As required by Paragraph 6(b), deferrals and profit sharing
		allocations described in Paragraph 5 above are credited under this Plan to
		replace participant regular contributions and employer contributions that are
		not initially deposited on the participant&#146;s behalf to the Profit-Sharing
		Plan, even though it may subsequently be determined that such contributions may
		be made on the participant&#146;s behalf under the Profit-Sharing Plan. In such
		event, the participant&#146;s Executive Deferred Profit-Sharing Account under
		this Plan shall be debited by the amount of such deposits at the time of such
		delayed Profit-Sharing deposits. Such debits shall be exclusive of any
		earnings, gains and losses credited under Paragraph 6(a); provided, however,
		that the Trustees of the Profit-Sharing Plan shall have the discretion to
		reduce the amount to be debited under this Plan (and the corresponding amount
		to be deposited to the Profit-Sharing Plan) by any losses or distributions
		incurred under this Plan to the extent the participant&#146;s total account
		balance under this Plan is less than what would otherwise have been the delayed
		Profit-Sharing Plan deposit.</P>
	 <P><B>7. Payment of Account Balances.</B> A participant who terminates
		employment by reason of retirement on or after attaining age 62, death,
		permanent disability, or otherwise after becoming 100% vested in his or her
		employer contribution account under the Profit-Sharing Plan shall be entitled
		to payment of the amounts credited to his or her Executive Deferred
		Profit-Sharing Account under Paragraphs 5 and 6 at the time and in the manner
		provided in Paragraph 8 below. For purposes of the preceding sentence,
		"permanent disability" shall be as defined in the Profit-Sharing Plan. If a
		participant terminates employment prior to becoming 100% vested under the
		Profit-Sharing Plan, such participant shall be entitled to payment of the
		portion of the amounts credited to his or her Executive Deferred Profit-Sharing
		Account under Paragraphs 5 and 6(a) of this Plan which is "vested," when
		measured with reference to the vesting schedule under the Profit-Sharing Plan,
		and the remainder shall be forfeited.</P>
	 <P><B>8. Time and Manner of Payment of Account Balances.</B> The Trustees
		of the Profit-Sharing Plan shall, in their sole discretion, select the time and
		manner in which participants' account balances shall be distributed, which may
		include the methods permitted under the Profit-Sharing Plan.</P>
	 <P><B>9. Effect on Other Benefit Plans.</B> Except in the case of amounts
		subsequently debited in accordance with Paragraph 6(c), amounts credited or
		paid under this Plan and the amount of any pay reduced pursuant to Paragraphs 3
		and 5(a) shall not be considered to be compensation for the purposes of any
		qualified plan maintained by the Company. The treatment of such amounts under
		other employee benefit plans or programs shall be determined pursuant to the
		provisions of such plans or programs.</P>
	 <P><B>10. Facility of Payment.</B> If the participant or his or her
		beneficiary is entitled to payments under this Plan and in the opinion of the
		Trustees of the Profit-Sharing Plan such person becomes in any way
		incapacitated so as to be unable to manage his or her financial affairs, the
		Company may make payments to the participant's or beneficiary's legal
		representative or similar person, to a custodian under the Uniform Gifts or
		Transfers to Minors Act of any state, or in such other manner for the benefit
		of the participant or beneficiary that the Trustees consider advisable. Any
		payments made in accordance with the preceding sentence shall be a full and
		complete discharge of any liability for such payment hereunder. Upon a
		participant&#146;s death, payment under this Plan shall be made to the
		beneficiary or beneficiaries applicable for such Participant under the
		Profit-Sharing Plan. Any payments made in accordance with the preceding
		sentences shall be a full and complete discharge of any liability for such
		payments hereunder.</P>
	 <P><B>11. Effect of Payment. </B>The full payment of a Participant&#146;s
		benefit under this Plan shall completely discharge all obligations on the part
		of the Company to the participant (and the participant&#146;s beneficiary) with
		respect to the operation of this Plan, and the participant&#146;s (and
		participant&#146;s beneficiary&#146;s) rights under this Plan shall
		terminate.</P>
	 <P><B>12. Non-Alienation.</B> All rights and benefits under this Plan are
		personal to the participant, and neither this Plan nor any right or interest of
		a participant or any person arising under this Plan is subject to voluntary or
		involuntary alienation, sale, transfer, or assignment without the Company's
		consent.</P>
	 <P><B>13. Claims Procedures.</B> If a participant or his or her beneficiary
		(hereinafter referred to as a "Claimant") is denied all or a portion of an
		expected benefit under the Plan for any reason, he or she may file a claim (and
		thereafter appeal any denied claim) in accordance with the procedures set forth
		in the Summary Plan Description for the Profit-Sharing Plan, which are
		incorporated by reference herein for this purpose.</P>
	 <P><B>14. Withholding for Taxes.</B> The Company may withhold from any
		payment made by it under this Plan such amount or amounts as may be required
		for purposes of complying with the tax withholding or other provisions of the
		Code or the Social Security Act or any state's income tax act or for purposes
		of paying any estate, inheritance or other tax attributable to any amounts
		payable hereunder.</P>
	 <P><B>15. Employment Rights.</B> This Plan is not a contract of employment,
		and participation in this Plan will not give any participant the right to be
		retained in the employ of the Company, nor any right or claim to any benefit
		under this Plan, unless the right or claim has specifically accrued under this
		Plan.</P>
	 <P><B>16. Amendment or Termination.</B> The Company may in its sole
		discretion terminate or amend this Plan at any time. No such termination or
		amendment shall change the then existing credits to or adjustments of a
		participant's bookkeeping account as set forth in Paragraphs 4-6 or alter his
		or her right to receive a distribution thereof in accordance with Paragraph 7;
		provided, however, that if the Company is liquidated, it shall have the
		exclusive right to determine the value of each participant's bookkeeping
		accounts, as of a date established by the Trustees of the Profit-Sharing Plan
		and to pay any unpaid distributions in any manner which such Trustees determine
		to be just and equitable.</P>
	 <P><B>17. Trust Fund.</B> The Company shall be responsible for the payment
		of all benefits provided under this Plan. At its discretion, the Company may
		establish one or more trusts, with such trustees as the Trustees of the
		Profit-Sharing Plan may approve, for the purpose of assisting in the payment of
		such benefits. Although such a trust shall be irrevocable, its assets shall be
		held for payment of all of the Company's general creditors in the event of
		insolvency. To the extent any benefits provided under this Plan are paid from
		any such trust, the Company shall have no further obligation to pay them. If
		not paid from the trust, such benefits shall remain the obligation of the
		Company.</P>
	 <P><B>18. Successors.</B> Unless otherwise agreed to, this Plan is binding
		on and will inure to the benefit of any successor to the Company, whether by
		way of merger, consolidation, purchase or otherwise.</P>
	 <P><B>19. Controlling Law.</B> This Plan shall be construed in accordance
		with the laws of the State of Illinois.</P>
	 <P><B>20. Severability.</B> If any provision of this Plan shall be found to
		be invalid or unenforceable by a court of competent jurisdiction, the validity
		or enforceability of the remaining provisions of this Plan shall remain in full
		force and effect.</P> </BODY>
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