WALGREEN CO
OPTION 3000
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>opt3000.htm
<DESCRIPTION>OPTION 3000
<TEXT>
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	 <P ALIGN="CENTER"><B><FONT FACE="Times" SIZE="5">Option 3000
		Plan</FONT></B></P>
	 <P ALIGN="CENTER">Walgreen Co.</P>
	 <P><B>Contents</B></P>
	 <TABLE WIDTH="90%" BORDER="0">
		<TR>
		  <TD>Article 1. Establishment, Objectives, and Duration 1</TD>
		  <TD>1</TD>
		</TR>
		<TR>
		  <TD>Article 2. Definitions 1</TD>
		  <TD>1</TD>
		</TR>
		<TR>
		  <TD>Article 3. Administration 3</TD>
		  <TD>3</TD>
		</TR>
		<TR>
		  <TD>Article 4. Adjustments in Authorized Shares 4</TD>
		  <TD>4</TD>
		</TR>
		<TR>
		  <TD>Article 5. Eligibility and Participation 5</TD>
		  <TD>5</TD>
		</TR>
		<TR>
		  <TD>Article 6. Stock Options 5</TD>
		  <TD>5</TD>
		</TR>
		<TR>
		  <TD>Article 7. Termination of Employment 6</TD>
		  <TD>6</TD>
		</TR>
		<TR>
		  <TD>Article 8. Rights of Employees 8</TD>
		  <TD>8</TD>
		</TR>
		<TR>
		  <TD>Article 9. Change in Control 8</TD>
		  <TD>8</TD>
		</TR>
		<TR>
		  <TD>Article 10. Amendment, Modification, and Termination 8</TD>
		  <TD>8</TD>
		</TR>
		<TR>
		  <TD>Article 11. Withholding 9</TD>
		  <TD>9</TD>
		</TR>
		<TR>
		  <TD>Article 12. Indemnification 9</TD>
		  <TD>9</TD>
		</TR>
		<TR>
		  <TD>Article 13. Successors 9</TD>
		  <TD>9</TD>
		</TR>
		<TR>
		  <TD>Article 14. Legal Construction 9</TD>
		  <TD>9</TD>
		</TR>
	 </TABLE>
	 <P><B><FONT FACE="Times" SIZE="5">Walgreen Co. Option 3000
		Plan</FONT></B></P>
	 <P><B>Article 1. Establishment, Objectives, and Duration </B></P>
	 <BLOCKQUOTE>
		<P> &nbsp;&nbsp;<B>1.1. Establishment of the Plan.</B> Walgreen Co., an
		  Illinois<B> </B>corporation (hereinafter referred to as the "Company"), hereby
		  establishes an incentive compensation plan to&nbsp;be known as the "Walgreen
		  Co. Option 3000 Plan" (hereinafter referred to as the "Plan"), as set forth in
		  this document. The Plan&nbsp;permits the grant of Nonqualified Stock Options.
		  </P>
		<P><B>	</B> The Plan shall become effective as of May 1, 2000 (the
		  "Effective Date") and shall remain in effect as provided in Section&nbsp;1.3
		  hereof. </P>
		<P><B> &nbsp;&nbsp;1.2. Purpose of the Plan. </B>The purpose of the Plan
		  is to celebrate the opening by the Company of its 3000th store and the efforts
		  of the Company&#146;s Employees in the achievement of such milestone and to
		  encourage its Employees to devote their continued efforts to the business and
		  affairs of the Company. </P>
		<P><B> &nbsp;&nbsp;1.3. Duration of the Plan. </B>The Plan shall commence
		  on the Effective Date, as described in Section&nbsp;1.1 hereof, and shall
		  remain in effect until all the Options awarded during the Plan&#146;s single
		  grant cycle have either been exercised or have expired, as provided in further
		  detail below. </P></BLOCKQUOTE>
	 <P><B>Article 2. Definitions </B></P>
	 <P>Whenever used in the Plan, the following terms shall have the meanings
		set forth below. As an aid to interpretation, when such meanings are intended,
		the initial letter of the words defined below are ordinarily capitalized: </P>
	 <BLOCKQUOTE>
		<P> &nbsp;&nbsp;2.1. "Board" or "Board of Directors" means the Board of
		  Directors of the&nbsp;Company. </P>
		<P><FONT FACE="Times"> &nbsp;&nbsp;2.2. "Change in Control" of the
		  Company shall be deemed to have occurred as of the first day that any one or
		  more of the following conditions shall have occurred: </FONT></P></BLOCKQUOTE>
	 <BLOCKQUOTE>
		<BLOCKQUOTE>
		  <P> (a) Except as provided elsewhere in this Section 2.2, the
			 acquisition, other than from the Company, by an individual, entity, or a group
			 (within the meaning of Section&nbsp;13(d)(3) or 14(d)(2) of the Exchange Act),
			 of Beneficial Ownership of twenty percent (20%) or more of either the then
			 outstanding Shares or the combined voting power of the then outstanding voting
			 securities of the Company entitled to vote generally in the election of
			 Directors shall be considered a Change of Control. Notwithstanding the
			 foregoing, any such acquisition by the Company, or any of its subsidiaries, or
			 any employee benefit plan (or related trust) maintained by the Company or its
			 subsidiaries, or any corporation with respect to which, following such
			 acquisition, more than fifty percent (50%) of, respectively, the then
			 outstanding Shares of such corporation and the combined voting power of the
			 then outstanding voting securities of such corporation entitled to vote
			 generally in the election of Directors is then Beneficially Owned, directly or
			 indirectly, by the individuals and entities who were the Beneficial Owners,
			 respectively, of the Shares and voting securities of the Company immediately
			 prior to such acquisition in substantially the same proportion as their
			 ownership, immediately prior to such acquisition, of the then outstanding
			 Shares of the Company or the combined voting power of the then outstanding
			 voting securities of the Company entitled to vote generally in the election of
			 Directors, as the case may be; or</P>
		  <P> (b) A Change of Control shall occur if individuals who, as of the
			 Effective Date, constitute the Board (the "Incumbent Board") cease for any
			 reason to constitute at least a majority of the Board; provided that any
			 individual becoming a Director subsequent to the Effective Date whose election,
			 or nomination for election by the Company&#146;s shareholders, was approved by
			 a vote of at least a majority of the Directors then comprising the Incumbent
			 Board shall be deemed to be a member of the Incumbent Board; provided further
			 that for this purpose, any such individual whose initial assumption of office
			 is in connection with an actual or threatened election contest relating to the
			 election of the Directors of the Company (as such terms are used in
			 Rule&nbsp;14a-11 of Regulation&nbsp;14A promulgated under the Exchange Act)
			 shall be excluded from such deemed Incumbent Board membership status; or</P>
		  <P> (c) The approval by the shareholders of the Company of a
			 reorganization, merger, consolidation or a complete liquidation or dissolution
			 of the Company or of the sale or other disposition of all or substantially all
			 of the assets of the Company shall be considered a Change of Control; provided
			 that, in the case of a reorganization, merger or consolidation, all or
			 substantially all the individuals and entities who were the respective
			 Beneficial Owners of the Shares and voting securities of the Company
			 immediately prior to such reorganization, merger, or consolidation do not
			 (following such reorganization, merger, or consolidation) Beneficially Own,
			 directly or indirectly, more than fifty percent (50%) of, respectively, the
			 then outstanding Shares and the combined voting power of the then outstanding
			 voting securities entitled to vote generally in the election of Directors, as
			 the case may be, of the corporation resulting from such reorganization, merger,
			 or consolidation. </P> </BLOCKQUOTE></BLOCKQUOTE>
	 <BLOCKQUOTE>
		<BLOCKQUOTE>
		  <P> For purposes of this Section, "Beneficial Owner," "Beneficial
			 Ownership," or "Beneficially Own" shall have the meaning ascribed to such terms
			 in Rule 13d-3 of the General Rules and Regulations under the Exchange&nbsp;Act.
			 For purposes of this Section, "Exchange Act" means the Securities Exchange Act
			 of 1934, as amended from time to time, or any successor act thereto.
			 </P></BLOCKQUOTE></BLOCKQUOTE>
	 <BLOCKQUOTE>
		<P>&nbsp;&nbsp;2.3. "Code" means the Internal Revenue Code of 1986, as
		  amended from time to time. </P>
		<P>&nbsp;&nbsp;2.4. "Committee" means the Compensation Committee of the
		  Board. </P>
		<P>&nbsp;&nbsp;2.5. "Company" means Walgreen Co., an Illinois
		  corporation, as provided in Section 1.1, and shall include any successor
		  thereto as provided in Article&nbsp;13 herein. </P>
		<P>&nbsp;&nbsp;2.6. "Director" means any individual who is a member of
		  the Board of Directors of the Company. </P>
		<P>&nbsp;&nbsp;2.7. "Disability" shall mean total and permanent
		  disability as determined by the Committee. </P>
		<P> &nbsp;&nbsp;2.8. "Disqualifying Termination" for the purposes of this
		  Plan shall be determined by the Committee, and shall mean a termination of
		  employment for: (a) an act or acts of dishonesty committed by a Participant;
		  (b) a violation of any of the anti-harassment policies or procedures of the
		  Company; or (c) a violation of any of the other policies or procedures of the
		  Company applicable to the Participant&#146;s employment or job category which
		  are either: (i) grossly negligent; or (ii) willful and deliberate. </P>
		<P> &nbsp;&nbsp;2.9. "Effective Date" shall have the meaning ascribed to
		  such term in Section 1.1 hereof. </P>
		<P> &nbsp;2.10. "Employee" or "Employed" shall refer to any employee of
		  the Company or its subsidiaries except for those employees in salary grades
		  eighteen (18) through thirty-one (31), or their salary grade equivalents. </P>
		<P> &nbsp;2.11. "Nonqualified Stock Option" means an option to purchase
		  Shares which is not intended to meet the requirements of Code Section&nbsp;422.
		  </P>
		<P> &nbsp;2.12. "Option" means an option to purchase Shares granted under
		  Article 6 herein. It is intended that Options under this Plan shall be
		  Nonqualified Stock Options for federal income tax purposes. </P>
		<P> &nbsp;2.13. "Option Price" means the price at which a Share may be
		  purchased by a Participant pursuant to an Option. </P>
		<P> &nbsp;2.14. "Participant" means an Employee who has been selected to
		  receive an Option or who has outstanding Option granted under the Plan. </P>
		<P> &nbsp;2.15. "Retirement" means, for the purposes of this Plan,
		  termination of employment from the Company in good standing, as determined by
		  the Committee, and after having attained at least age fifty-five&nbsp;(55) and
		  ten (10) years of continuous service. </P>
		<P> &nbsp;2.16. "Shares" means the shares of common stock of the Company.
		  </P></BLOCKQUOTE>
	 <P><B>Article 3. Administration </B></P>
	 <BLOCKQUOTE>
		<P> &nbsp;<B>&nbsp;3.1. General</B>. The Plan shall be administered by
		  the Board&#146;s Compensation Committee. The Committee may (to the extent not
		  expressly prohibited by governing law, the Company&#146;s Articles of
		  Incorporation or the Company&#146;s Bylaws) delegate administrative duties and
		  may delegate any of its authority or responsibility hereunder to officers or
		  Directors of the Company. To the extent that the Committee has delegated any of
		  its authority and responsibility under the Plan, all applicable references to
		  the Committee in the Plan shall include a reference to the person or persons to
		  whom such authority or responsibility has been so delegated. The Committee may
		  take action with regard to this Plan by majority vote, by written consent or
		  through any other procedure ordinarily followed by such Committee in the
		  exercise of its other duties on behalf of the Company or its Board. </P>
		<P><B> &nbsp;&nbsp;3.2. Authority of the Committee. </B>Except as limited
		  by law or by the Articles of Incorporation or Bylaws of the Company, and
		  subject to the provisions herein, the Committee shall have full power to select
		  Employees who shall participate in the Plan; determine the sizes and types of
		  Options; determine the terms and conditions of Options in a manner consistent
		  with the Plan; construe and interpret the Plan and any agreement or instrument
		  entered into under the Plan; establish, amend, or waive rules and regulations
		  for the Plan&#146;s administration; and (subject to the provisions of
		  Article&nbsp;10 herein) amend the terms and conditions of any outstanding
		  Option as provided in the Plan. Further, the Committee shall make all other
		  determinations which may be necessary or advisable for the administration of
		  the Plan. As permitted by law (and subject to Section&nbsp;3.1 herein), the
		  Committee may delegate its authority as identified herein. All of the powers,
		  duties and authorities granted to the Board, the Committee or their delegates
		  in this Section or elsewhere in the Plan shall be exercised by the Board, the
		  Committee or such delegates, as the case may be, in the manner they deem
		  appropriate in their sole discretion. An Employee shall only have or be
		  entitled to Options and rights with respect to Options under this Plan if the
		  Committee or its delegates decide in their discretion that such Employee is
		  entitled to them. </P>
		<P><B> &nbsp;&nbsp;3.3. Decisions Binding. </B>All determinations and
		  decisions made by the Board, the Committee or their delegates pursuant to the
		  provisions of the Plan and all related orders and resolutions of the Board or
		  the Committee shall be final, conclusive and binding on all persons, including
		  the Company, its shareholders, Directors, Employees, Participants, and their
		  estates and beneficiaries. When making a determination or a calculation, the
		  Committee or its delegates shall be entitled to rely on information supplied by
		  the Company, an Employee, accountants, and other professionals including legal
		  counsel for the Company. </P>
		<P> If a participant has any questions or concerns regarding any issue or
		  disagrees in any way with any decision of the Board, the Committee or their
		  delegates hereunder, his or her sole recourse shall be file a claim or appeal
		  with the Committee in care of the Company, pursuant to rules established by the
		  Committee for this purpose. All decisions made by the Committee in accordance
		  with such procedures shall be made by the Committee as it deems appropriate in
		  its sole discretion. An Employee shall only have or be entitled to Options and
		  rights with respect to Options under this Plan if the Committee decides in its
		  discretion that such Employee is entitled to them. No legal action seeking
		  Options or rights with respect to Options hereunder may be filed in any court
		  unless the claimant has first exhausted all such procedural rights prior to
		  commencing such action. Further, no such legal action may be commenced any
		  later than three years after the earliest of: (i) the date of the termination
		  of the employment of the participant whose benefits are the subject of such
		  claim; (ii) the date the Employee was first entitled to exercise any Options
		  hereunder; or (iv) the date the Employee is informed of the Committee&#146;s
		  decision on his or her claim or appeal, pursuant to this Section 3.3.
		  </P></BLOCKQUOTE>
	 <P><B>Article 4. Adjustments in Authorized Shares </B></P>
	 <P>In the event of any change in corporate capitalization, such as a stock
		split, or a corporate transaction, such&nbsp;as any merger, consolidation,
		separation, including a spin-off, or other distribution of stock or property of
		the Company, any reorganization (whether or not such reorganization comes
		within the definition of such term in Code Section 368) or any partial or
		complete liquidation of the Company, such adjustment shall be made in the
		number and class of Shares which are subject to outstanding Options granted
		pursuant to Section 6.1, as may be determined to be appropriate and equitable
		by the Committee, in its sole discretion, to prevent dilution or enlargement of
		rights; provided, however, that the number of Shares subject to any Option
		shall always be a whole number. </P>
	 <P><B>Article 5. Eligibility and Participation </B></P>
	 <P>The Committee shall have the discretion to determine eligibility for
		participation in this Plan from among Employees who are employed by the Company
		on May&nbsp;11, 2000. For purposes of this paragraph, a person otherwise
		satisfying the status as an Employee shall be deemed to be Employed as of such
		date even though on such date he or she was absent because of paid and unpaid
		disability leave, personal leave, family and medical leave. A person who has
		accepted an offer of employment as an Employee shall also be deemed to be
		employed for such purpose, provided he or she actually commences such
		employment with the Company. </P>
	 <P><B>Article 6. Stock Options </B></P>
	 <BLOCKQUOTE>
		<P> &nbsp;&nbsp;<B>6.1. Grant of Options.</B> Subject to the terms and
		  provisions of the Plan, persons who the Committee determines are Participants
		  eligible to receive Option Grants hereunder pursuant to Article 5, shall be
		  Granted Options in accordance with the following schedule: </P></BLOCKQUOTE>
	 <TABLE WIDTH="56%" BORDER="0">
		<TR>
		  <TH WIDTH="36">&nbsp;</TH>
		  <TD WIDTH="345"><B>Years of Service on May 11, 2000 </B></TD>
		  <TD WIDTH="147"><B>Option Grant</B></TD>
		</TR>
		<TR>
		  <TD WIDTH="36">&nbsp;</TD>
		  <TD WIDTH="345">&nbsp;</TD>
		  <TD WIDTH="147">&nbsp;</TD>
		</TR>
		<TR>
		  <TD WIDTH="36">&nbsp;</TD>
		  <TD WIDTH="345">less than 1 year</TD>
		  <TD WIDTH="147">75 Shares</TD>
		</TR>
		<TR>
		  <TD WIDTH="36">&nbsp;</TD>
		  <TD WIDTH="345">1 year but less than 5 years </TD>
		  <TD WIDTH="147">125 Shares</TD>
		</TR>
		<TR>
		  <TD WIDTH="36">&nbsp;</TD>
		  <TD WIDTH="345">5 years but less than 15 years</TD>
		  <TD WIDTH="147">200 Shares</TD>
		</TR>
		<TR>
		  <TD WIDTH="36">&nbsp;</TD>
		  <TD WIDTH="345">15 years but less than 25 years </TD>
		  <TD WIDTH="147">300 Shares</TD>
		</TR>
		<TR>
		  <TD WIDTH="36">&nbsp;</TD>
		  <TD WIDTH="345">25 years or more </TD>
		  <TD WIDTH="147">500 Shares</TD>
		</TR>
	 </TABLE>
	 <BLOCKQUOTE>
		<P> The number of Shares with respect to which Options shall be granted
		  by the Committee under the Plan shall be such number as is equal to the
		  aggregate number of Shares with respect to which Options are granted to all
		  Participants by the Committee by application of this schedule. For purposes of
		  this Section a Participant&#146;s "Service" shall be determined by the
		  Committee in its sole discretion based upon the Company&#146;s records and such
		  determination, once made, shall be conclusive as to all persons. </P>
		<P><B> &nbsp;&nbsp;6.2. Option Price. </B>The Option Price for each grant
		  of an Option under this Plan shall be equal to the closing price of a Share on
		  the New York Stock Exchange on May 11, 2000, as reported in the New York Stock
		  Exchange Composite Transactions section of the Midwest edition of The Wall
		  Street Journal or such other evidence of such trading price as the Committee
		  may determine. </P>
		<P><B> &nbsp;&nbsp;6.3. Duration of Options. </B>Each Option granted to a
		  Participant which has not previously been exercised or expired by operation of
		  the Plan shall expire on May&nbsp;10, 2010. </P>
		<P><B> &nbsp;&nbsp;6.4. Exercise of Options. </B>Options do not provide
		  the Participant with any rights or interests until they vest and become
		  exercisable. The Options will vest and become exercisable on May&nbsp;11, 2003.
		  </P>
		<P><B> &nbsp;&nbsp;6.5. Payment. </B>Options granted under this Article 6
		  shall be exercised by the delivery of a written notice of exercise to the
		  Company (on a form specified by the Company for this purpose), setting forth
		  the number of Shares with respect to which the Option is to be exercised,
		  accompanied by full payment for the Shares. </P>
		<P><B> </B>The Option Price upon exercise of any Option shall be payable
		  to the Company in full cash or its equivalent. </P>
		<P> Participants may also exercise an Option, subject to securities law
		  restrictions, pursuant to a "cashless exercise" procedure, as permitted under
		  the United States Federal Reserve Board&#146;s Regulation T. </P>
		<P> Subject to any governing rules or regulations, as soon as practicable
		  after receipt of a written notification of exercise and full payment, the
		  Company shall deliver to the Participant, in the Participant&#146;s name, Share
		  certificates in an appropriate amount based upon the number of Shares purchased
		  under the Option(s). </P>
		<P><B> &nbsp;&nbsp;6.6. Restrictions on Share Transferability. </B>The
		  Committee may impose such restrictions on any Shares acquired pursuant to the
		  exercise of an Option granted under this Article 6 as it may deem advisable,
		  including, without limitation, restrictions under applicable federal securities
		  laws, under the requirements of any stock exchange or market upon which such
		  Shares are then listed and/or&nbsp;traded, and under any blue sky or state
		  securities laws applicable to such Shares. </P>
		<P><B> &nbsp;&nbsp;6.7. Nontransferability of Options. </B>No Option may
		  be sold, transferred, pledged, assigned, or otherwise alienated or
		  hypothecated, other than by will or, subject to Section 7.1, by the laws of
		  descent and distribution. Further, all Options shall be exercisable during his
		  or her lifetime only by such Participant. If any person entitled to Options
		  under the Plan is under a legal disability or in the Committee&#146;s opinion
		  is incapacitated in any way so as to be unable to manage his or her financial
		  affairs, the Committee may accept exercise directions from such person's legal
		  representative for such person's benefit, from a custodian under the Uniform
		  Gifts or Transfers to Minors Act of any state, or from a relative or friend of
		  such person for such person's benefit. </P>
		<P><B> &nbsp;&nbsp;6.8. No Rights as a Shareholder. </B>Prior to the
		  purchase of Shares pursuant to an Option, a Participant shall not have the
		  rights of a shareholder with respect to such Shares. </P></BLOCKQUOTE>
	 <P><B>Article 7. Termination of Employment </B></P>
	 <BLOCKQUOTE>
		<P> &nbsp;&nbsp;<B>7.1. Termination by Reason of Death, Disability, or
		  Retirement.</B> In the event the employment of a Participant is terminated by
		  reason of death, Disability, or Retirement, the following rules shall apply:
		  </P>
		<BLOCKQUOTE>
		  <P><B> (a) Termination Prior to Vesting on May 11, 2003. </B>If the
			 Participant&#146;s employment termination in accordance with this Section 7.1
			 occurs prior to the vesting of his or her Options, which is scheduled to occur
			 for all such Participants on May&nbsp;11, 2003, then his or her Options
			 hereunder shall continue to vest as if such termination of employment had not
			 occurred. Such Options shall be exercisable by the Participant or by such
			 person or persons that have properly acquired the Participant&#146;s rights
			 under the Option at any time during the 12-month period beginning on the date
			 such Options vest and ending on the first anniversary of such vesting date.
			 </P>
		  <P><B> (b) Termination After Vesting on May 11, 2003. </B>If the
			 Participant&#146;s employment termination in accordance with this Section 7.1
			 occurs on or after the vesting of his or her Options, which is scheduled to
			 occur for all such Participants on May&nbsp;11, 2003, then his or her Options
			 hereunder shall remain exercisable at any time prior to the earlier of: (i)
			 their expiration date; or (ii) the date which is 12 months after the
			 Participant&#146;s effective date of employment termination. </P>
		  <P> If at the time of a Participant&#146;s death, the Committee
			 believes it is unable to determine what person, persons, or entity is entitled
			 to exercise Options on behalf of the Participant, the Committee shall not be
			 required to implement any directions to exercise such Options to any such
			 person, persons, or entity during the pendency of such dispute. Neither the
			 Committee or the Company shall be responsible for a failure to implement such
			 exercise instructions or to deliver such Plan Shares during the pendency of
			 such dispute, notwithstanding the fact that such Plan Shares or Options may
			 diminish in value or expire during the pendency of such dispute. </P>
		  <P> As provided in Section 6.7, no person other than a Participant may
			 exercise any rights hereunder except pursuant to the laws of descent and
			 distribution or as a representative of an incapacitated Participant.
			 </P></BLOCKQUOTE> </BLOCKQUOTE>
	 <BLOCKQUOTE>
		<P><B> &nbsp;&nbsp;7.2. Other Terminations of Employment. </B>Except as
		  provided in Section 7.3, the following rules shall apply in the case of
		  voluntary or involuntary terminations of employment not described in Section
		  7.1: </P></BLOCKQUOTE>
	 <BLOCKQUOTE>
		<BLOCKQUOTE>
		  <P><B> (a) Termination Prior to Vesting on May 11, 2003. </B>If the
			 Participant&#146;s employment termination in accordance with this Section 7.2
			 occurs prior to the vesting of his or her Options, which is scheduled to occur
			 for all such Participants on May&nbsp;11, 2003, then his or her Options
			 hereunder shall immediately be forfeited to the Company, and no additional
			 vesting or exercise period shall be allowed. </P>
		  <P><B> (b) Termination After Vesting on May 11, 2003. </B>If the
			 Participant&#146;s employment termination in accordance with this Section 7.2
			 occurs on or after the vesting of his or her Options, which is scheduled to
			 occur for all such Participants on May&nbsp;11, 2003, then his or her Options
			 hereunder shall remain exercisable at any time prior to the earlier of: (i)
			 their expiration date; or (ii) the date which is three months after the
			 Participant&#146;s effective date of employment termination.
			 </P></BLOCKQUOTE></BLOCKQUOTE>
	 <BLOCKQUOTE>
		<P><B> &nbsp;&nbsp;7.3. Disqualifying Termination. </B>Upon a
		  Participant&#146;s Disqualifying Termination all outstanding Options, held by
		  the Participant shall immediately be forfeited to the Company, and no
		  additional exercise period shall be allowed. </P></BLOCKQUOTE>
	 <P><B>Article 8. Rights of Employees </B></P>
	 <BLOCKQUOTE>
		<P> &nbsp;&nbsp;<B>8.1. Employment.</B> Nothing in the Plan shall
		  interfere with or limit in any way the right of the Company to terminate any
		  Participant&#146;s employment at any time, nor confer upon any Participant any
		  right to continue in the employ of the Company. </P>
		<P><B> &nbsp;&nbsp;8.2. Participation. </B>No Employee shall have the
		  right to be selected to receive an Option under this Plan, or, having been so
		  selected, to be selected to receive a future Option. </P></BLOCKQUOTE>
	 <P><B>Article 9. Change in Control </B></P>
	 <BLOCKQUOTE>
		<P> &nbsp;&nbsp;<B>9.1. Treatment of Outstanding Options.</B> Upon the
		  occurrence of a Change in Control, unless otherwise specifically prohibited
		  under applicable laws, or by the rules and regulations of any governing
		  governmental agencies or national securities exchanges, any and all Options
		  granted hereunder shall become immediately exercisable, and shall remain
		  exercisable throughout their entire term. </P>
		<P><B> &nbsp;&nbsp;9.2. Termination, Amendment, and Modifications of
		  Change-in-Control Provisions. </B>Notwithstanding any other provision of this
		  Plan (but subject to the limitations of Section 10.2 hereof), the provisions of
		  this Article 9 may not be terminated, amended, or modified on or after the date
		  of a Change in Control to affect adversely any Award theretofore granted under
		  the Plan without the prior written consent of the Participant with respect to
		  said Participant&#146;s outstanding Awards; provided, however, the Board may
		  terminate, amend, or modify this Article 9 at any time and from time to time
		  prior to the date of a Change in Control. </P>
		<P><B> &nbsp;&nbsp;9.3. Pooling of Interests Accounting.
		  </B>Notwithstanding any other provision of the Plan to the contrary, in the
		  event that the consummation of a Change in Control is contingent on using
		  pooling of interests accounting methodology, the Board may take any action
		  necessary to preserve the use of pooling of interests accounting.
		  </P></BLOCKQUOTE>
	 <P><B>Article 10. Amendment, Modification, and Termination </B></P>
	 <BLOCKQUOTE>
		<P> <B>10.1. Amendment, Modification, and Termination. </B>Subject to the
		  terms of the Plan, the Board may at any&nbsp;time and from time to time, alter,
		  amend, suspend or terminate the Plan in&nbsp;whole or in part. </P>
		<P><B> 10.2. Awards Previously Granted. </B>Notwithstanding any other
		  provision of the Plan to the contrary, no termination, amendment, or
		  modification of the Plan shall adversely affect in&nbsp;any material way any
		  Award previously granted under the Plan, without the written consent of the
		  Participant holding such Award. However, the Committee shall have the right to
		  impose additional restrictions regarding the exercise of Option rights by a
		  Participant whose salary Grade is increased to a salary Grade of 18 or above
		  subsequent to May 11, 2000 to assure compliance with securities laws or other
		  restrictions that may become applicable in such circumstances.
		  </P></BLOCKQUOTE>
	 <P><B>Article 11. Withholding </B></P>
	 <BLOCKQUOTE>
		<P> <B>11.1. Tax Withholding</B>. The Company shall have the power and
		  the right to deduct or withhold, or require a Participant to remit to the
		  Company, an amount sufficient to satisfy federal, state, and local taxes,
		  domestic or foreign, required by law or regulation to be withheld with respect
		  to any taxable event arising as a result of this Plan. </P>
		<P><B> 11.2. Share Withholding. </B>With respect to withholding required
		  upon the exercise of Options, Participants may elect, subject to the approval
		  of the Board, to satisfy the withholding requirement, in whole or in part, by
		  having the Company withhold Shares having a fair market value on the date the
		  tax is to be determined equal to the minimum statutory total tax which could be
		  imposed on the transaction. All such elections shall be irrevocable, made in
		  writing, signed by the Participant, and shall be subject to any restrictions or
		  limitations that the Board, in its sole discretion, deems appropriate.
		  </P></BLOCKQUOTE>
	 <P><B>Article 12. Indemnification </B></P>
	 <P>The Committee, the Board and their delegates and each person who is or
		shall have been a member of the Committee, the Board, or an entity to whom
		authority is delegated hereunder shall be indemnified and held harmless by the
		Company against and from any loss, cost, liability, or expense that may be
		imposed upon or reasonably incurred by him or her in connection with or
		resulting from any claim, action, suit, or proceeding to which he or she may be
		a party or in which he or she may be involved by reason of any action taken in
		good faith or any good faith failure to act under the Plan and against and from
		any and all amounts paid by him or her in settlement thereof, with the
		Company&#146;s approval, or paid by him or her in satisfaction of any judgment
		in any such action, suit, or proceeding against him or her, provided he or she
		shall give the Company an opportunity, at its own expense, to handle and defend
		the same before he or she undertakes to handle and defend it on his or her own
		behalf. The foregoing right of indemnification shall not be exclusive of any
		other rights of indemnification to which such persons may be entitled under the
		Company&#146;s Articles of Incorporation or Bylaws, as a matter of law, or
		otherwise, or any power that the Company may have to indemnify them or hold
		them harmless.</P>
	 <P><B>Article 13. Successors </B></P>
	 <P>All obligations of the Company under the Plan, with respect to Options
		granted hereunder, shall be binding on any successor to the Company, whether
		the existence of such successor is the result of a direct or indirect purchase,
		merger, consolidation, or otherwise, of all or substantially all of the
		business and/or assets of the Company.</P>
	 <P><B>Article 14. Legal Construction </B></P>
	 <BLOCKQUOTE>
		<P> <B>14.1. Gender and Number</B>. Except where otherwise indicated by
		  the context, any masculine term used herein also shall include the feminine;
		  the plural shall include the singular and the singular shall include the
		  plural. </P>
		<P><B> 14.2. Severability. </B>In the event any provision of the Plan
		  shall be held illegal or invalid for any reason, the illegality or invalidity
		  shall not affect the remaining parts of the Plan, and the Plan shall be
		  construed and enforced as if the illegal or invalid provision had not been
		  included. </P>
		<P><B> 14.3. Requirements of Law. </B>The granting of Awards and the
		  issuance of Shares under the Plan shall be subject to all applicable laws,
		  rules, and regulations, and to such approvals by any governmental agencies or
		  national securities exchanges as may be required. </P>
		<P><B> 14.4. Governing Law. </B>To the extent not preempted by federal
		  law, the Plan, and all agreements hereunder, shall be construed in accordance
		  with and&nbsp;governed by the laws of the state of Illinois. </P></BLOCKQUOTE>
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