WALGREEN CO. LONG-TERM PERFORMANCE INCENTIVE PLAN


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    WALGREEN
      CO.

    


    LONG-TERM
      PERFORMANCE INCENTIVE PLAN

    


    (Effective
      January 10, 2007)

    



    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    WALGREEN
      CO.

    LONG-TERM
      PERFORMANCE INCENTIVE PLAN

    (Effective
      January 10, 2007)

    


    


    TABLE
      OF CONTENTS

    


    

      
        	 	
                 

                 

                 

              
	 	 	 Page
	
                 

                Section
                  1. 

                 

              	
                 

                History
                  and Purpose 

                 

              	
                 

                1 

                 

              
	
                 

                Section 2. 

                 

              	
                 

                Definitions 

                 

              	
                 

                1 

                 

              
	
                 

                Section 3.

                 

              	
                 

                Administration 

                 

              	
                 

                2 

                 

              
	
                 

                Section 4. 

                 

              	
                 

                Term
                  of Plan/Common Stock Subject to Plan 

                 

              	
                 

                3 

                 

              
	
                 

                Section 5. 

                 

              	
                 

                Eligibility 

                 

              	
                 

                3 

                 

              
	
                 

                Section 6. 

                 

              	
                 

                Restricted
                  Shares and Restricted Share Units 

                 

              	
                 

                3 

                 

              
	
                 

                Section 7. 

                 

              	
                 

                Performance
                  Units and Performance Share Units 

                 

              	
                 

                5 

                 

              
	
                 

                Section 8. 

                 

              	
                 

                Performance-Based
                  Award Provisions 

                 

              	
                 

                6 

                 

              
	
                 

                Section 9. 

                 

              	
                 

                Non-Transferability
                  of Awards 

                 

              	
                 

                6 

                 

              
	
                 

                Section 10. 

                 

              	
                 

                Changes
                  in Capitalization and Related Matters

                 

              	
                 

                6 

                 

              
	
                 

                Section 11. 

                 

              	
                 

                Change
                  of Control Provisions 

                 

              	
                 

                7 

                 

              
	
                 

                Section 12. 

                 

              	
                 

                Amendment,
                  Suspension and Termination 

                 

              	
                 

                8 

                 

              
	
                 

                Section 13.
                  

                 

              	
                 

                Miscellaneous 

                 

              	
                 

                8 

                 

              


      

      
      



    
      
        
        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    WALGREEN
      CO.

    LONG-TERM
      PERFORMANCE INCENTIVE PLAN

    (Effective
      January 10, 2007)

    


    


    1. History
      and Purpose. The
      purpose of the Walgreen Co. Long-Term Performance Incentive Plan (the "Plan")
      is
      to further and promote the interests of Walgreen Co., its Subsidiaries and
      its
      shareholders by enabling the Company and its Subsidiaries to attract, retain
      and
      motivate key employees or those who will become key employees, and to align
      the
      interests of those individuals and the Company's shareholders. To do this,
      the
      Plan offers performance-based incentive awards and equity-based opportunities
      providing such key employees with a proprietary interest in maximizing the
      growth, profitability and overall success of the Company and its Subsidiaries.
      The Plan is a continuation and expansion of the Walgreen Co. Restricted
      Performance Share Plan (the "Prior Plan"), which was established by the Company
      as of September 1, 1980, and has been subsequently amended from time to
      time.

    


    2. Definitions.
      Unless
      the context clearly indicates otherwise, for purposes of the Plan, the following
      terms shall have the following meanings:

    


    2.1 "Award"
      means an
      award or grant made to a Participant under Sections 6 and/or 7 of the
      Plan.

    


    2.2 "Award
      Agreement"
      means
      the agreement executed by a Participant pursuant to Sections 3.2 and 13.7 of
      the
      Plan in connection with the granting of an Award.

    


    2.3 "Board"
      means
      the Board of Directors of the Company, as constituted from time to
      time.

    


    2.4 "Code"
      means
      the Internal Revenue Code of 1986, as in effect and as amended from time to
      time, or any successor statute thereto, together with any rules, regulations
      and
      interpretations promulgated thereunder or with respect thereto.

    


    2.5 "Committee"
      means
      the committee of the Board designated to administer the Plan, as described
      in
      Section 3 of the Plan.

    


    2.6 "Common
      Stock"
      means
      the Common Stock, par value $.078125 per share, of the Company or any security
      of the Company issued by the Company in substitution or exchange
      therefor.

    


    2.7 "Company"
      means
      Walgreen Co., an Illinois corporation, or any successor thereto.

    


    2.8 "Disability"
      means
      disability as determined by the Committee in accordance with standards and
      procedures similar to those under the applicable Company long-term disability
      plan, if any. At any time that the Company does not maintain an applicable
      long-term disability plan, "Disability" shall mean any physical or mental
      disability which is determined to be total and permanent by a physician selected
      or relied upon in good faith by the Company.

    


    2.9 "Exchange
      Act" means
      the
      Securities Exchange Act of 1934, as in effect and as amended from time to time,
      or any successor statute thereto, together with any rules, regulations and
      interpretations promulgated thereunder or with respect thereto.

    


    2.10 "Fair
      Market Value"
      means,
      with respect to any date, the closing price on the New York Stock
      Exchange--Composite Transactions Tape on the last preceding date on which sales
      of shares were reported.

    


    2.11 "Participant"
      means
      any individual who is selected from time to time under Section 5 to receive
      an
      Award under the Plan.

    


    2.12 "Performance
      Units"
      means
      the units granted under Section 7 of the Plan and the relevant Award
      Agreement.

    


    2.13 "Performance
      Share Units"
      means
      the share units granted under Section 7 of the Plan and the relevant Award
      Agreement.

    


    2.14 "Plan" means
      this Walgreen Co. Long-Term Performance Incentive Plan, as set forth herein
      and
      as in effect and as amended from time to time (together with any rules and
      regulations promulgated by the Committee with respect thereto).

    


    2.15 "Restricted
      Shares" means
      an
      Award of restricted shares of Common Stock granted pursuant to the provisions
      of
      Section 6 of the Plan and the relevant Award Agreement.

    


    2.16 "Restricted
      Share Units"
      means an
      Award of restricted share units granted pursuant to the provisions of Section
      6
      of the Plan and the relevant Award Agreement.

    


    2.17 "Retirement" means
      the
      voluntary retirement in good standing by the Participant from active employment
      with the Company and its Subsidiaries on or after the attainment of age 55,
      subject to the approval of the Committee.

    


    2.18 "Subsidiary(ies)" means
      any
      corporation (other than the Company) in an unbroken chain of corporations,
      including and beginning with the Company, if each of such corporations, other
      than the last corporation in the unbroken chain, owns, directly or indirectly,
      more than fifty percent (50%) of the voting stock in one of the other
      corporations in such chain.

    


    3. Administration.
      

    


    3.1 The
      Committee. The
      Plan
      shall be administered by the Compensation Committee of the Board of
      Directors.

    


    3.2 Plan
      Administration and Plan Rules. The
      Committee is authorized to construe and interpret the Plan and to promulgate,
      amend and rescind rules and regulations relating to the implementation,
      administration and maintenance of the Plan. Subject to the terms and conditions
      of the Plan, the Committee shall make all determinations necessary or advisable
      for the implementation, administration and maintenance of the Plan including,
      without limitation, (a) selecting the Plan's Participants, (b) making Awards
      in
      such amounts and form as the Committee shall determine, (c) imposing such
      restrictions, terms and conditions upon such Awards as the Committee shall
      deem
      appropriate, and (d) correcting any technical defect(s) or technical
      omission(s), or reconciling any technical inconsistency(ies), in the Plan and/or
      any Award Agreement. The Committee may designate persons other than members
      of
      the Committee to carry out the day-to-day ministerial administration of the
      Plan
      under such conditions and limitations as it may prescribe, except that the
      Committee shall not delegate its authority with regard to the selection for
      participation in the Plan and/or the granting of any Awards to Participants
      who
      are subject to Section 16 of the Exchange Act. The Committee may, in its sole
      discretion, delegate its authority to one or more senior executive officers
      for
      the purpose of making Awards to Participants who are not subject to Section
      16
      of the Exchange Act. The Committee's determinations under the Plan need not
      be
      uniform and may be made selectively among Participants, whether or not such
      Participants are similarly situated. Any determination, decision or action
      of
      the Committee in connection with the construction, interpretation,
      administration, implementation or maintenance of the Plan shall be final,
      conclusive and binding upon all Participants and any person(s) claiming under
      or
      through any Participants. The Company shall effect the granting of Awards under
      the Plan, in accordance with the determinations made by the Committee, by
      execution of written agreements and/or other instruments in such form as is
      approved by the Committee.

    


    3.3 Liability
      Limitation. Neither
      the Board nor the Committee, nor any member of either, shall be liable for
      any
      act, omission, interpretation, construction or determination made in good faith
      in connection with the Plan (or any Award Agreement), and the members of the
      Board and the Committee shall be entitled to indemnification and reimbursement
      by the Company in respect of any claim, loss, damage or expense (including,
      without limitation, attorneys' fees) arising or resulting therefrom to the
      fullest extent permitted by law and/or under any directors and officers
      liability insurance coverage which may be in effect from time to
      time.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4. Term
      of Plan/Common Stock Subject to Plan. 

    


    4.1 Term
      of the Plan. The
      Plan
      is effective as of January 10, 2007, upon approval of the Company’s
      shareholders. The Plan shall continue in effect until terminated, modified
      or
      amended in accordance with Section 12 of the Plan.

    


    4.2 Common
      Stock. The
      maximum number of shares of Common Stock in respect of which Awards may be
      granted or paid out under the Plan, subject to adjustment as provided in this
      Section, as well as Section 4.3 and Section 10.2 of the Plan, shall not exceed
      the total of 10,000,000 shares. Common Stock which may be issued under the
      Plan
      may be either authorized and unissued shares or issued shares which have been
      reacquired by the Company (in the open-market or in private transactions) and
      which are being held as treasury shares. No fractional shares of Common Stock
      shall be issued under the Plan.

    


    4.3 Computation
      of Available Shares. For
      the
      purpose of computing the total number of shares of Common Stock available for
      Awards under the Plan, there shall be counted against the limitations set forth
      in Section 4.2 of the Plan (subject to the remainder of this Section and Section
      10.2) the number of shares of Common Stock issued under grants of Restricted
      Shares pursuant to Section 6 of the Plan and the maximum number of shares of
      Common Stock issued under payments of Restricted Share Units pursuant to Section
      6 of the Plan and Performance Units and Performance Share Units pursuant to
      Section 7 of the Plan, in each case determined as of the date on which such
      Awards are granted, or issued, as applicable. If any Awards expire unexercised
      or are forfeited, surrendered, cancelled, terminated or settled in cash in
      lieu
      of Common Stock, the shares of Common Stock which were theretofore subject
      (or
      potentially subject) to such Awards shall again be available for Awards under
      the Plan to the extent of such expiration, forfeiture, surrender, cancellation,
      termination or settlement of such Awards. In addition, any shares of Common
      Stock exchanged or otherwise used by a Participant as full or partial payment
      for an Award (including any shares withheld or deducted for tax withholding
      purposes), and any shares covered by an Award which is settled in cash shall
      be
      added to the shares available for Awards under the Plan.

    


    5. Eligibility.
      Individuals
      eligible for Awards under the Plan shall consist of key employees and officers,
      or those who will become key employees or officers, of the Company and/or its
      Subsidiaries whose performance or contribution, in the sole discretion of the
      Committee, benefits or will benefit the Company or any Subsidiary.

    


    6. Restricted
      Shares and Restricted Share Units.

    


    6.1 Terms
      and Conditions.
      Grants
      of Restricted Shares and Restricted Share Units shall be subject to the terms
      and conditions set forth in this Section 6 and any additional terms and
      conditions, not inconsistent with the express terms and provisions of the Plan,
      as the Committee shall set forth in the relevant Award Agreement. Restricted
      Shares and Restricted Share Units may be granted alone or in addition to any
      other Awards under the Plan. Restricted Share Units shall be similar to
      Restricted Shares, except that no shares will be actually granted on the date
      of
      the Award. Subject to the terms of the Plan, the Committee shall determine
      the
      number of Restricted Shares and Restricted Share Units to be granted to a
      Participant, and the Committee may provide or impose different terms and
      conditions on any particular Restricted Share or Restricted Share Units grant
      made to any Participant. With respect to each Participant receiving an Award
      of
      Restricted Shares, a stock certificate (or certificates) shall be issued or
      held
      in book entry form. If issued, such stock certificate(s) shall be registered
      in
      the name of such Participant, shall be accompanied by a stock power duly
      executed by such Participant, and shall bear, among other required legends,
      the
      following legend: 

    


    "The
      transferability of this certificate and the shares of stock represented hereby
      are subject to the terms and conditions (including, without limitation,
      forfeiture events) contained in the Walgreen Co. Long-Term Performance Incentive
      Plan and an Award Agreement entered into between the registered owner hereof
      and
      Walgreen Co. Copies of such Plan and Award Agreement are on file in the office
      of the Secretary of Walgreen Co., 200 Wilmot Road, Deerfield, IL 60015. Walgreen
      Co. will furnish to the recordholder of the certificate, without charge and
      upon
      written request at its principal place of business, a copy of such Plan and
      Award Agreement. Walgreen Co. reserves the right to refuse to record the
      transfer of this certificate until all such restrictions are satisfied, all
      such
      terms are complied with and all such conditions are satisfied."

    


    Such
      stock certificate(s) evidencing such shares shall, in the sole discretion of
      the
      Committee, be deposited with and held in custody by the Company until the
      restrictions thereon shall have lapsed and all of the terms and conditions
      applicable to such grant shall have been satisfied.

    


    6.2 Restricted
      Share Grants.
      A grant
      of Restricted Shares is an Award of shares of Common Stock granted to a
      Participant, subject to such restrictions, terms and conditions as the Committee
      deems appropriate, including, without limitation, (a) restrictions on the sale,
      assignment, transfer, hypothecation or other disposition of such shares, (b)
      the
      requirement that the Participant deposit such shares with the Company while
      such
      shares are subject to such restrictions, and (c) the requirement that such
      shares be forfeited upon termination of employment for specified reasons within
      a specified period of time or for other reasons (including, without limitation,
      the failure to achieve designated performance goals). A grant of Restricted
      Share Units shall contain similar restrictions, terms and conditions, to the
      extent appropriate.

    


    6.3 Restriction
      Period.
      In
      accordance with Sections 6.1 and 6.2 of the Plan and unless otherwise determined
      by the Committee (in its sole discretion) at any time and from time to time,
      Restricted Shares and Restricted Share Units shall only become unrestricted
      and
      vested in the Participant in accordance with such vesting schedule relating
      to
      such Restricted Shares and Restricted Share Units, if any, as the Committee
      may
      establish in the relevant Award Agreement (the "Restriction Period"). During
      the
      Restriction Period, such stock shall be and remain unvested and a Participant
      may not sell, assign, transfer, pledge, encumber or otherwise dispose of or
      hypothecate such Award. Upon satisfaction of the vesting schedule and any other
      applicable restrictions, terms and conditions, the Participant shall be entitled
      to receive payment of the Restricted Shares and Restricted Share Units or a
      portion thereof, as the case may be, as provided in Section 6.4 of the Plan.
      As
      determined by the Committee, the Award Agreement shall set forth any provisions
      regarding accelerated vesting of an Award upon termination of employment for
      Retirement, Disability, death or other special circumstances.

    


    6.4 Payment
      of Restricted Share and Restricted Share Unit Grants.
      After
      the satisfaction and/or lapse of the restrictions, terms and conditions
      established by the Committee in respect of a grant of Restricted Shares, a
      stock
      certificate, without the legend set forth in Section 6.1 of the Plan, for the
      number of shares of Common Stock which are no longer subject (or deemed subject)
      to such restrictions, terms and conditions shall, as soon as practicable
      thereafter, be delivered to the Participant. After the satisfaction and/or
      lapse
      of the restrictions, terms and conditions established by the Committee in
      respect of a grant of Restricted Share Units, the earned Restricted Share Units
      may be paid in cash, shares of Common Stock (per the procedures spelled out
      above) or any combination thereof, as determined by the Committee.

    


    6.5 Shareholder Rights.
      A
      Participant shall have, with respect to the shares of Common Stock underlying
      a
      grant of Restricted Shares (but not under Restricted Share Units), all of the
      rights of a shareholder of such stock (except as such rights are limited or
      restricted under the Plan or in the relevant Award Agreement). Any stock
      dividends paid in respect of unvested Restricted Shares shall be treated as
      additional Restricted Shares and shall be subject to the same restrictions
      and
      other terms and conditions that apply to the unvested Restricted Shares in
      respect of which such stock dividends are issued.

    


    6.6 Dividend
      Equivalents.
      Restricted Share Units may, in the sole discretion of the Committee and if
      provided for in the relevant Award Agreement, earn dividend equivalents. In
      respect of any such Restricted Share Units which are outstanding on a dividend
      record date for Common Stock, the Participant shall be credited with an amount
      equal to the amount of cash or stock dividends that would have been paid on
      the
      shares of Common Stock covered by such Restricted Share Units had such covered
      shares been issued and outstanding on such dividend record date. The Committee
      shall establish such rules and procedures governing the crediting of such
      dividend equivalents, including, without limitation, the amount, the timing,
      form of payment and payment contingencies and/or restrictions of such dividend
      equivalents, as it deems appropriate or necessary. 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7. Performance
      Units and Performance Share Units. 

    


    7.1 Terms
      and Conditions.
      Performance Units and Performance Share Units shall be subject to the terms
      and
      conditions set forth in this Section 7 and any additional terms and conditions,
      not inconsistent with the express provisions of the Plan, as the Committee
      shall
      set forth in the relevant Award Agreement.

    


    7.2 Performance
      Unit Grants.
      A
      Performance Unit is an Award of units (with each unit representing such monetary
      amount or value as is designated by the Committee in the Award Agreement)
      granted to a Participant, subject to such terms and conditions as the Committee
      deems appropriate, including, without limitation, the requirement that the
      Participant forfeit such units (or a portion thereof) in the event certain
      performance criteria or other conditions are not met within a designated period
      of time. A Performance Share Unit is a Performance Unit (with each unit
      representing one or more shares of Common Stock).

    


    7.3 Grants.
      Performance Units and Performance Share Units may be granted alone or in
      addition to any other Awards under the Plan. Subject to the terms of the Plan,
      the Committee shall determine the number of Performance Units and Performance
      Share Units to be granted to a Participant, and the Committee may impose
      different terms and conditions on any particular Performance Units and
      Performance Share Units granted to any Participant. Subject to any restrictions
      that may apply to performance-based awards under Section 8 and Code Section
      162(m) referenced therein, the Committee may issue pro-rated Performance Unit
      and Performance Share Unit grants and/or adjust previously granted Awards on
      a
      pro-rated basis for Participants who become eligible under the Plan during
      a
      Performance Period or whose eligibility level changes during a Performance
      Period.

    


    7.4 Performance
      Goals and Performance Periods.
      A
      Participant receiving a grant of Performance Units and Performance Share Units
      shall only earn into and be entitled to payment in respect of such Award if
      the
      Company and/or the Participant achieves certain performance goals (the
      "Performance Goals") during and in respect of a designated performance period
      (the "Performance Period"). The Performance Goals and the Performance Period
      shall be established by the Committee, in its sole discretion. The Committee
      shall establish Performance Goals for each Performance Period prior to, or
      as
      soon as practicable after, the commencement of such Performance Period. The
      Committee shall also establish a schedule or schedules for Performance Units
      and
      Performance Share Units setting forth the portion of the Award which will be
      earned or forfeited based on the degree of achievement, or lack thereof, of
      the
      Performance Goals at the end of the relevant Performance Period. In setting
      Performance Goals, the Committee may use such performance measures as it deems
      appropriate, subject to the limitations contained in Section 8.1 of the Plan
      with respect to performance-based Awards. Such performance measures shall be
      defined as to their respective components and meaning by the Committee (in
      its
      sole discretion). Subject to the limitations contained in Section 8.1 of the
      Plan with respect to performance-based Awards, during any Performance Period,
      the Committee shall have the authority to adjust the Performance Goals and/or
      the Performance Period in such manner as the Committee, in its sole discretion,
      deems appropriate at any time and from time to time. At the discretion of the
      Committee, Participants holding Performance Share Units may be entitled to
      receive dividend equivalents with respect to the dividends declared, subject
      to
      any restrictions determined by the Committee.

    


    7.5 Payment
      of Units.
      With
      respect to each Performance Unit and Performance Share Unit, the Participant
      shall, if the applicable Performance Goals have been achieved, or partially
      achieved, as determined by the Committee in its sole discretion, by the Company
      and/or the Participant during the relevant Performance Period, be entitled
      to
      receive payment in an amount equal to the designated value of each Performance
      Unit and Performance Share Unit times the number of such units so earned.
      Payment in settlement of earned Performance Units and Performance Share Unit
      shall be made as soon as practicable following the conclusion of the respective
      Performance Period in cash, in unrestricted Common Stock, in Restricted Shares,
      in Restricted Share Units, in restricted cash, or in any combination thereof,
      as
      the Committee in its sole discretion, shall determine and provide in the
      relevant Award Agreement. As determined by the Committee, the Award Agreement
      shall set forth any provisions regarding the extent of payment or non-payment
      of
      an Award in the event the Participant does not remain employed for the entire
      Performance Period, including any special provisions covering termination of
      employment for Retirement, Disability, death or other special
      circumstances.

    


    8. Performance-Based
      Award Provisions. 

    


    8.1 Performance-Based
      Awards.
      Performance Units, Performance Share Units, Restricted Shares, and Restricted
      Share Units subject to performance criteria that are intended to be "qualified
      performance-based compensation" within the meaning of Section 162(m) of the
      Code
      shall be paid solely on account of the attainment of one or more
      pre-established, objective performance goals within the meaning of Section
      162(m) and the regulations thereunder. For any Award that is intended to be
      qualified performance-based compensation, the performance goals shall be the
      attainment of pre-established levels of (or pre-established changes or
      improvements in) any of net sales, net income, market price per share, earnings
      per share, return on equity, return on invested capital, cash flow, discounted
      cash flow, cumulative cash flow, operating profit, gross or pre-tax profits,
      post-tax profits, gross or net margins, consolidated net income, unit sales
      volume, economic value added, costs, improvements in financial ratings,
      regulatory compliance, achievement of balance sheet or income statement
      objectives, market or category share, total return to shareholders equity
      (including both the market value of the Company’s stock and dividends thereon)
      and the extent to which strategic and business goals are met. The payout of
      any
      such Award to a Covered Employee may be reduced, but not increased, based on
      the
      degree of attainment of other performance criteria or otherwise at the
      discretion of the Committee. For purposes of the Plan, "Covered Employee" has
      the same meaning as set forth in Section 162(m) of the Code.

    


    8.2 Maximum
      Yearly Awards.
      The
      maximum annual Common Stock amount in this Section 8.2 is subject to adjustment
      under Section 10.2 and is subject to the Plan maximum under Sections 4.2 and
      4.3. The maximum amount payable in respect of Performance Units, Performance
      Share Units, Restricted Shares, and Restricted Stock Units in any fiscal year
      may not exceed 250,000 shares of Common Stock (or the then equivalent Fair
      Market Value thereof) in the case of any individual Participant.

    


    9. Non-transferability
      of Awards. Unless
      otherwise provided in the Award Agreement, no Award under the Plan or any Award
      Agreement, and no rights or interests herein or therein, shall or may be
      assigned, transferred, sold, exchanged, encumbered, pledged, or otherwise
      hypothecated or disposed of by a Participant or any beneficiary(ies) of any
      Participant, except by testamentary disposition by the Participant or the laws
      of intestate succession. No such interest shall be subject to execution,
      attachment or similar legal process, including, without limitation, seizure
      for
      the payment of the Participant's debts, judgments, alimony, or separate
      maintenance.

    


    10. Changes
      in Capitalization and Related Matters. 

    


    10.1 No
      Corporate Action Restriction.
      The
      existence of the Plan, any Award Agreement and/or the Awards granted hereunder
      shall not limit, affect or restrict in any way the right or power of the Board
      or the shareholders of the Company to make or authorize (a) any adjustment,
      recapitalization, reorganization or other change in the Company's or any
      Subsidiary's capital structure or its business, (b) any merger, consolidation
      or
      change in the ownership of the Company or any Subsidiary, (c) any issue of
      bonds, debentures, capital, preferred or prior preference stocks ahead of or
      affecting the Company's or any Subsidiary's capital stock or the rights thereof,
      (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any
      sale or transfer of all or any part of the Company's or any Subsidiary's assets
      or business, or (f) any other corporate act or proceeding by the Company or
      any
      Subsidiary. No Participant, beneficiary or any other person shall have any
      claim
      against any member of the Board or the Committee, the Company or any Subsidiary,
      or any employees, officers, shareholders or agents of the Company or any
      Subsidiary, as a result of any such action.

    


    10.2 Recapitalization
      Adjustments. In
      the
      event of any change (increase or decrease) in the outstanding shares of the
      Company by reason of a stock dividend, recapitalization, merger, consolidation,
      stock split, split up, spin off, combination or exchange of shares,
      reorganization, liquidation, or other change in corporate capitalization, the
      aggregate number and class of shares available under the Plan, the number and
      class of shares subject to any outstanding Award under the Plan, the share
      limit
      set forth in Section 8.2 of the Plan, and the aggregate number and class of
      shares that may be issued pursuant to any other provision of the Plan that
      is
      expressed in terms of a specified number of shares or that may be issued
      pursuant to any grant hereunder shall be appropriately and proportionately
      adjusted by the Committee to prevent dilution or enlargement of rights and
      preserve the value of outstanding awards; provided that fractional Shares shall
      be rounded to the nearest whole Share. The Committee’s determination shall be
      final and conclusive.

    


    11. Change
      of Control Provisions.

    


    11.1 Impact
      of Event.
      Notwithstanding any other provision of the Plan to the contrary, in the event
      of
      a Change in Control:

    


    (i) The
      restrictions and deferral limitations applicable to any Restricted Shares and
      Restricted Share Units shall lapse, and such Restricted Shares and Restricted
      Share Units shall become free of all restrictions and become fully vested and
      transferable;

    


    (ii) All
      Performance Units and Performance Share Units shall be considered to be earned
      and payable at target values, and any other restrictions shall lapse and such
      Performance Units and Performance Share Units shall be settled in cash (with
      the
      value being determined by the Committee, in its sole discretion) as promptly
      as
      is practicable; and

    


    (iii) The
      Committee may also make additional adjustments and/or settlements of outstanding
      Awards as it deems appropriate and consistent with the Plan's
      purposes.

    


    11.2 Definition
      of Change in Control.
      For
      purposes of the Plan, a "Change in Control" shall mean the happening of any
      of
      the following events:

    


    (i) An
      acquisition after the date hereof by any individual, entity or group (within
      the
      meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of 20% or more of either (a) the then outstanding shares of common
      stock of the Company (the "Outstanding Company Common Stock") or (b) the
      combined voting power of the then outstanding voting securities of the Company
      entitled to vote generally in the election of directors (the "Outstanding
      Company Voting Securities"); excluding, however, the following: (1) any
      acquisition directly from the Company, other than an acquisition by virtue
      of
      the exercise of a conversion privilege unless the security being so converted
      was itself acquired directly from the Company or approved by the Incumbent
      Board
      (as defined below), (2) any acquisition by the Company, (3) any acquisition
      by
      any employee benefit plan (or related trust) sponsored or maintained by the
      Company or any entity controlled by the Company, (4) any acquisition by an
      underwriter temporarily holding Company securities pursuant to an offering
      of
      such securities, or (5) any acquisition pursuant to a transaction which complies
      with clauses (1), (2) and (3) of subsection (iii) of this Section 11.2;
      or

    


    (ii) A
      change
      in the composition of the Board such that the individuals who, as of the
      effective date of the Plan, constitute the Board (such Board shall be
      hereinafter referred to as the "Incumbent Board") cease for any reason to
      constitute at least a majority of the Board; provided,
      however, for
      purposes of this Section, that any individual who becomes a member of the Board
      subsequent to the effective date of the Plan, whose election, or nomination
      for
      election by the Company's shareholders, was approved by a vote of at least
      a
      majority of those individuals who are members of the Board and who were also
      members of the Incumbent Board (or deemed to be such pursuant to this proviso),
      either by a specific vote or by approval of the proxy statement of the Company
      in which such person is named as a nominee for director, without written
      objection to such nomination shall be considered as though such individual
      were
      a member of the Incumbent Board; but, provided
      further,
      that any
      such individual whose initial assumption of office occurs as a result of either
      an actual or threatened election contest with respect to the election or removal
      of directors or other actual or threatened solicitation of proxies or consents
      by or on behalf of a Person other than the Board shall not be so considered
      as a
      member of the Incumbent Board; or

    


    (iii) Consummation
      of a reorganization, merger or consolidation (or similar transaction), a sale
      or
      other disposition of all or substantially all of the assets of the Company,
      or
      the acquisition of assets or stock of another entity ("Corporate Transaction");
      in each case, unless immediately following such Corporate Transaction (1) all
      or
      substantially all of the individuals and entities who are the beneficial owners,
      respectively, of the Outstanding Company Common Stock and Outstanding Company
      Voting Securities immediately prior to such Corporate Transaction will
      beneficially own, directly or indirectly, more than 50% of, respectively, the
      outstanding shares of common stock, 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 Corporate
      Transaction (including, without limitation, a corporation which as a result
      of
      such transaction owns the Company or all or substantially all of the Company's
      assets either directly or through one or more subsidiaries) in substantially
      the
      same proportions as their ownership, immediately prior to such Corporate
      Transaction, of the Outstanding Company Common Stock and Outstanding Company
      Voting Securities, as the case may be, (2) no Person (other than the Company,
      any employee benefit plan (or related trust) of the Company or such corporation
      resulting from such Corporate Transaction) will beneficially own, directly
      or
      indirectly, 20% or more of, respectively, the outstanding shares of common
      stock
      of the corporation resulting from such Corporate Transaction or the combined
      voting power of the outstanding voting securities of such corporation entitled
      to vote generally in the election of directors, except to the extent that such
      ownership existed prior to the Corporate Transaction, and (3) individuals who
      were members of the Incumbent Board at the time of the Board's approval of
      the
      execution of the initial agreement providing for such Corporate Transaction
      will
      constitute at least a majority of the members of the board of directors of
      the
      corporation resulting from such Corporate Transaction; or

    


    (iv) The
      approval by the shareholders of the Company of a complete liquidation or
      dissolution of the Company.

    


    12. Amendment,
      Suspension and Termination. The
      Board
      may suspend or terminate the Plan (or any portion thereof) at any time and
      may
      amend the Plan at any time and from time to time in such respects as the Board
      may deem advisable to ensure that any and all Awards conform to or otherwise
      reflect any change in applicable laws or regulations, or to permit the Company
      or the Participants to benefit from any change in applicable laws or
      regulations, or in any other respect the Board may deem to be in the best
      interests of the Company or any Subsidiary. No such amendment, suspension or
      termination shall (a) subject to Section 13.6, materially adversely affect
      the
      rights of any Participant under any outstanding Performance Units, Performance
      Share Units, Restricted Share or Restricted Share Unit grants, without the
      consent of such Participant, or (b) except as contemplated by Section 11,
      increase the number of shares available for Awards pursuant to Section 4.2
      without shareholder approval. In addition, the Company will obtain shareholder
      approval of any modification of the Plan or Awards to the extent required by
      applicable laws or regulations or the regulations of any stock exchange or
      similar organization governing the listing of Common Stock.

    


    13. Miscellaneous.
      

    


    13.1 Tax
      Withholding.
      The
      Company shall have the right to deduct from any payment or settlement under
      the
      Plan, including, without limitation, the delivery, transfer or vesting of any
      Common Stock or Restricted Shares, any federal, state, local or other taxes
      of
      any kind which the Committee, in its sole discretion, deems necessary to be
      withheld to comply with the Code and/or any other applicable law, rule or
      regulation. Shares of Common Stock may be used to satisfy any such tax
      withholding. Such Common Stock shall be valued based on the Fair Market Value
      of
      such stock as of the date the tax withholding is required to be made, such
      date
      to be determined by the Committee. In addition, the Company shall have the
      right
      to require payment from a Participant to cover any applicable withholding or
      other employment taxes due upon any payment or settlement under the
      Plan.

    


    13.2 No
      Right to Employment.
      Neither
      the adoption of the Plan, the granting of any Award, nor the execution of any
      Award Agreement, shall confer upon any employee of the Company or any Subsidiary
      any right to continued employment with the Company or any Subsidiary, as the
      case may be, nor shall it interfere in any way with the right, if any, of the
      Company or any Subsidiary to terminate the employment of any employee at any
      time for any reason.

    


    13.3 Unfunded
      Plan.
      The Plan
      shall be unfunded and the Company shall not be required to segregate any assets
      in connection with any Awards under the Plan. Any liability of the Company
      to
      any person with respect to any Award under the Plan or any Award Agreement
      shall
      be based solely upon the contractual obligations that may be created as a result
      of the Plan or any such Award Agreement. No such obligation of the Company
      shall
      be deemed to be secured by any pledge of, encumbrance on, or other interest
      in,
      any property or asset of the Company or any Subsidiary. Nothing contained in
      the
      Plan or any Award Agreement shall be construed as creating in respect of any
      Participant (or beneficiary thereof or any other person) any equity or other
      interest of any kind in any assets of the Company or any Subsidiary or creating
      a trust of any kind or a fiduciary relationship of any kind between the Company,
      any Subsidiary and/or any such Participant, any beneficiary thereof or any
      other
      person.

    


    13.4 Payments
      to a Trust.
      The
      Committee is authorized to cause to be established a trust agreement or several
      trust agreements or similar arrangements from which the Committee may make
      payments of amounts due or to become due to any Participants under the
      Plan.

    


    13.5 Other
      Company Benefit and Compensation Programs.
      Payments
      and other benefits received by a Participant under an Award made pursuant to
      the
      Plan shall not be deemed a part of a Participant's compensation for purposes
      of
      the determination of benefits under any other employee welfare or benefit plans
      or arrangements, if any, provided by the Company or any Subsidiary unless
      expressly provided in such other plans or arrangements, or except where the
      Committee expressly determines in writing that inclusion of an Award or portion
      of an Award should be included to accurately reflect competitive compensation
      practices or to recognize that an Award has been made in lieu of a portion
      of
      competitive annual base salary or other cash compensation. Awards under the
      Plan
      may be made in addition to, in combination with, or as alternatives to, grants,
      awards or payments under any other plans or arrangements of the Company or
      its
      Subsidiaries. The existence of the Plan notwithstanding, the Company or any
      Subsidiary may adopt such other compensation plans or programs and additional
      compensation arrangements as it deems necessary to attract, retain and motivate
      employees.

    


    13.6 Listing,
      Registration and Other Legal Compliance.
      No
      Awards or shares of the Common Stock shall be required to be issued or granted
      under the Plan unless legal counsel for the Company shall be satisfied that
      such
      issuance or grant will be in compliance with all applicable securities laws
      and
      regulations and any other applicable laws or regulations. The Committee may
      require, as a condition of any payment or share issuance, that certain
      agreements, undertakings, representations, certificates, and/or information,
      as
      the Committee may deem necessary or advisable, be executed or provided to the
      Company to assure compliance with all such applicable laws or regulations.
      Certificates for shares of the Restricted Shares and/or Common Stock delivered
      under the Plan may be subject to such stock-transfer orders and such other
      restrictions as the Committee may deem advisable under the rules, regulations,
      or other requirements of the Securities and Exchange Commission, any stock
      exchange upon which the Common Stock is then listed, and any applicable laws.
      In
      addition, if, at any time specified herein (or in any Award Agreement or
      otherwise) for (a) the making of any Award, or the making of any determination,
      (b) the issuance or other distribution of Restricted Shares and/or Common Stock,
      or (c) the payment of amounts to or through a Participant with respect to any
      Award, any law, rule, regulation or other requirement of any governmental
      authority or agency shall require either the Company, any Subsidiary or any
      Participant (or any estate, designated beneficiary or other legal representative
      thereof) to take any action in connection with any such determination, any
      such
      shares to be issued or distributed, any such payment, or the making of any
      such
      determination, as the case may be, shall be deferred until such required action
      is taken. With respect to persons subject to Section 16 of the Exchange Act,
      transactions under the Plan are intended to comply with all applicable
      conditions of Rule 16b-3 promulgated under the Exchange Act. In addition, the
      Company or Committee may, at the time of grant or thereafter, impose additional
      or different conditions or take other actions with respect to Awards made to
      Participants in countries outside of the United States of America, to the extent
      required or made advisable by applicable laws and regulations.

    


    13.7 Award
      Agreements.
      Each
      Participant receiving an Award under the Plan may enter into an Award Agreement
      with the Company in a form specified by the Committee. Each such Participant
      shall then agree to the restrictions, terms and conditions of the Award set
      forth therein and in the Plan. 

    


    13.8 Designation
      of Beneficiary.
      Each
      Participant to whom an Award has been made under the Plan may designate a
      beneficiary or beneficiaries to receive any payment which under the terms of
      the
      Plan and the relevant Award Agreement may become payable on or after the
      Participant's death. At any time, and from time to time, any such designation
      may be changed or cancelled by the Participant without the consent of any such
      beneficiary. Any such designation, change or cancellation must be on a form
      provided for that purpose by the Committee and shall not be effective until
      received by the Committee. If no beneficiary has been designated by a deceased
      Participant, or if the designated beneficiaries have predeceased the
      Participant, the beneficiary shall be the Participant's estate. If the
      Participant designates more than one beneficiary, any payments under the Plan
      to
      such beneficiaries shall be made in equal shares unless the Participant has
      expressly designated otherwise, in which case the payments shall be made in
      the
      shares designated by the Participant.

    


    13.9 Leaves
      of Absence/Transfers.
      The
      Committee shall have the power to promulgate rules and regulations and to make
      determinations, as it deems appropriate, under the Plan in respect of any leave
      of absence from the Company or any Subsidiary granted to a Participant. Without
      limiting the generality of the foregoing, the Committee may determine whether
      any such leave of absence shall be treated as if the Participant has terminated
      employment with the Company or any such Subsidiary. If a Participant transfers
      within the Company, or to or from any Subsidiary, such Participant shall not
      be
      deemed to have terminated employment as a result of such transfers.

    


       
      13.10 Governing
      Law.
      The Plan
      and all actions taken thereunder shall be governed by and construed in
      accordance with the laws of the State of Illinois, without reference to the
      principles of conflict of laws thereof. Any titles and headings herein are
      for
      reference purposes only, and shall in no way limit, define or otherwise affect
      the meaning, construction or interpretation of any provisions of the
      Plan.