Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At its meeting on January 23, 2009, the Board of Directors of Walgreen Co. (the "Company") named Gregory D. Wasson, 50, as Chief Executive Officer of the Company effective February 1, 2009. The Board of Directors also elected Mr. Wasson to the Board effective February 1 to hold office until the Company's 2010 annual meeting of shareholders. Mr. Wasson will retain the position of President of the Company.

Alan G. McNally, who has served as Chairman and acting Chief Executive Officer since October 2008, is stepping down from the Chief Executive Officer position as of February 1. Mr. McNally will continue to serve as Chairman of the Board. As compensation for serving as non-executive Chairman, Mr. McNally will receive an annual retainer of $300,000, in addition to the annual compensation payable to each of the Company's non-employee directors.

Mr. Wasson has served as President and Chief Operating Officer of the Company since May 2007. Prior to that, Mr. Wasson served as Executive Vice President since October 2005 and as President of Walgreens Health Services since March 2002. Mr. Wasson was Senior Vice President of the Company from February 2004 to October 2005 and Vice President from October 2001 to February 2004. Brad Wasson, a Store Operations Vice President at the Company and brother of Gregory Wasson, receives compensation exceeding $120,000 per year.

In connection with Mr. Wasson's appointment as Chief Executive Officer, he will receive an increase in base salary to an annual rate of $1,000,000 and his bonus target under the Walgreen Co. Management Incentive Plan will increase to 125% of base salary. For fiscal year 2009, Mr. Wasson's bonus will be based on a weighted average reflecting the portion of the year for which he held the position of Chief Executive Officer.

Mr. Wasson is also receiving, effective February 1, grants of stock options, restricted stock units, and performance shares under the Company's long-term incentive programs to reflect, for the portion of the current fiscal year remaining, the higher Chief Executive Officer grant levels approved for fiscal year 2009 by the Compensation Committee. These grants consist of an award of options to acquire 76,016 shares of the Company's common stock, restricted stock units representing 17,055 shares of common stock, and 17,965 performance shares. The exercise price of the options is $27.41 per share. The options and the restricted stock units will vest on February 1, 2012. The performance period for the performance shares is the three-year period ending with fiscal year 2011.