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

In January 2009, Walgreen Co. (the "Company") announced early retirement programs for employees in corporate and field management positions. In connection with these programs, on January 30, 2009, William M. Rudolphsen, the Company's senior vice president and chief risk officer, informed the Company that he planned to retire prior to the end of the Company's fiscal year 2009. Subsequently, the parties agreed on March 31, 2009 as the effective date of Mr. Rudolphsen's retirement.

Mr. Rudolphsen and the Company have entered into a Separation and Release Agreement to confirm the terms of Mr. Rudolphsen's retirement from the Company. The material terms of the Agreement are as follows:

• Mr. Rudolphsen will receive a lump-sum of $1,137,430, representing Mr. Rudolphsen's salary continuation payments and fiscal year 2009 bonus. Mr. Rudolphsen will also receive payment of all accrued vacation and amounts under the Company's deferred compensation/capital accumulation plans.

• Based on his retirement status, Mr. Rudolphsen is entitled to accelerated vesting of restricted cash and shares previously awarded under the Company's Restricted Performance Share Program and pro-rated vesting - as of March 31, 2009 - of restricted stock units and performance shares granted under the Company's Long-Term Performance Incentive Plan. The pro-rated performance shares will be paid out in October 2011 based on the Company's achievement of targets established for the applicable performance period.

• Based on his retirement status and the terms of the underlying stock option agreements, Mr. Rudolphsen's outstanding stock options under the Company's Executive Stock Option Plan will remain vested or continue to vest, as applicable, and remain exercisable through March 31, 2014 or the 10-year expiration date of each stock option, if earlier.

• Based on his age and years of service as of his retirement, Mr. Rudolphsen also qualifies for retiree medical and prescription drug coverage under the terms of the Company's retiree medical and early retirement programs.

• Mr. Rudolphsen has agreed to non-competition and non-solicitation restrictions for two years following his March 31, 2009 retirement date.