exhibit_10pt14.htm

EXHIBIT 10.14


    AWARD
AGREEMENT

    WALGREEN CO. PERFORMANCE
SHARE PROGRAM

    


    Contingent Award for
the         Fiscal
Year

    Company Performance Period =
Fiscal Years _________

    


    CONFIDENTIAL

    


    Walgreen
Co. has adopted the Long-Term Performance Incentive Plan (the “Plan”), the
purpose of which is to afford Walgreen Co. and its subsidiaries (collectively,
the “Company”) additional means of securing and retaining key employees of
outstanding ability.  To further this purpose, Walgreen Co. maintains
the Performance Share Program (the “Program”).  Under the Program for
the performance period covering the ____________ fiscal years (the “Performance
Period”), Walgreen Co. is awarding «Initials» «LastName» a contingent
Performance Share grant of «NumberofSharesatTarget» shares.  This
“target” number of shares is computed by multiplying your annual base salary by
the target award percentage for your salary grade level, and then dividing that
by $________, which is the Walgreen Co. stock price as of September 1,
________.  This award is subject to all the terms and conditions of
the Plan and the Program and to the following conditions:

    


    
      	
              1.

            	
              The
      amount of performance shares earned at the end of the Performance Period
      will vary depending on the degree to which pre-tax FIFO earnings
      performance goals are met.  Pre-tax FIFO earnings means the
      total fully-diluted FIFO earnings for the three fiscal years included in
      the Performance Period, before costs of the Program. The goal for target
      performance is set at pre-tax FIFO earnings of
      $__________________.  A threshold goal is set at pre-tax FIFO
      earnings of $________________.  The goal at which a maximum
      award will be earned is set at pre-tax FIFO earnings of
      $_______________.

            


    

    


    At the
target pre-tax
FIFO earnings level, 100% of the performance shares will be earned.  A
threshold pre-tax FIFO earnings level will earn 50% of the performance
shares.  Below this level of performance, no performance shares are
earned.  Achievement of a maximum pre-tax FIFO earnings level or more
will earn 120% of the performance shares.  Performance between minimum
and target, and between target and maximum, will earn performance shares on a
pro-rated basis between 50% and 100%, and 100% and 120%,
respectively.

    


    The
amount earned will be calculated according to the following:

    


    
      	 
      	 
      	 
      	 
      	 
      	
              Percent
      of

            
	 
      	
              Performance

            	
              =

            	
              Contingent

            	
              X

            	
              Contingent

            
	 
      	
              Shares
      Awarded

            	 
      	
              Performance
      Shares

            	 
      	
              Performance
      Shares Earned

            


    

    


    
      	
              2.

            	
              At
      the end of fiscal year ___________, actual performance for the entire
      Performance Period shall be reviewed, and the amount of the earned award
      shall be determined based on this performance and communicated to
      you.

            


    

    


    
      	
              3.

            	
              If
      you terminate employment with the Company and all subsidiaries during the
      Performance Period due to Retirement, Disability or death (in each case as
      defined in the Plan), then the award earned by you at the end of the
      Performance Period will be prorated to reflect the portion of the
      Performance Period during which you remained employed by the
      Company.  Such prorated portion shall equal the number of
      performance shares that would otherwise be earned, multiplied by a
      fraction equal to the number of full months of the Performance Period
      completed as of your retirement date, divided by 36.  Any other
      termination of employment during the Performance Period shall result in no
      earned award.

            


    

    


    
      	
              4.

            	
              Each
      earned performance share shall be converted to one share of Walgreen Co.
      common stock (“Common Stock”).  Subject to the requirements of
      Paragraph 5 below, the Company shall transfer to you one share of Common
      Stock for each earned performance share.  At that time, the
      Company may withhold shares otherwise transferable to you to the extent
      necessary to satisfy withholding taxes in accordance with Paragraph 5
      below and Section 13.1 of the Plan.  You shall have no rights as
      a stockholder with respect to the Common Stock awarded hereunder prior to
      the date of issuance to you of a certificate or certificates for such
      shares.  Certificates for the shares of Common Stock shall be
      issued and delivered to you, your legal representative, or a brokerage
      account for your benefit, as the case may be, or the shares may be held in
      book entry form.  Performance shares payable under this
      Agreement are intended to be exempt from Internal Revenue Code Section
      409A under the exemption for short-term deferrals.  Accordingly,
      performance shares will be settled in Common Stock no later than the
      15th
      day of the third month following the end of the fiscal year of the Company
      in which the performance shares are
realized.

            


    

    


    
      	
              5.

            	
              Whenever
      an earned performance share award is realized, the Company or its agent
      shall notify you of the related amount of tax that must be withheld under
      applicable tax laws.  Regardless of any action the Company takes
      with respect to any or all income tax, social security, payroll tax,
      payment on account or other tax-related withholding (“Tax”) that you are
      required to bear pursuant to all applicable laws, such Tax is your
      responsibility.  Prior to receipt of any shares of Common Stock
      that correspond to earned performance shares, you shall pay or make
      adequate arrangements satisfactory to the Company to satisfy all tax
      withholding obligations of the Company.  In this regard, you
      authorize the Company to withhold all applicable Tax from your wages or
      other cash compensation paid to you by the
      Company.  Alternatively or in addition, the Company may withhold
      a sufficient number of shares of Common Stock.  Finally, you
      agree to pay the Company any amount of any Tax that the Company may be
      required to withhold as a result of your participation in the Plan that
      cannot be satisfied by the means previously described.  The
      Company may refuse to deliver Common Stock if you fail to comply with your
      obligations described in this
Paragraph.

            


    

    


    
      	
              6.

            	
              Notwithstanding
      the remainder of this Award Agreement, if there is a Change in Control of
      Walgreen Co. (as defined in the Plan) during the Performance Period, then
      your earned award shall be equal your target number of performance shares,
      and this award will be settled in cash (subject to required tax
      withholdings) in accordance with Section 11.1 of the Plan and distributed
      to you within 45 days of the effective date of the Change in
      Control.

            


    

    


    
      	
              7.

            	
              This
      Award Agreement and your rights hereunder are subject to all of the terms
      and conditions of the Plan, as it may be amended from time to time, as
      well as to such rules and regulations as the Compensation Committee of the
      Board of Directors may adopt for administration of the Plan.  It
      is expressly understood that this Committee is authorized to administer,
      construe and make all determinations necessary or appropriate for the
      administration of the Plan and this Award Agreement, all of which shall be
      binding upon you.  Any inconsistency between this Award
      Agreement and the Plan shall be resolved in favor of the
    Plan.

            


    

    


    
      	
              8.

            	
              This
      award is a private offer that may be accepted only by an individual who is
      an employee of the Company and who satisfies the eligibility requirements
      outlined in the Plan and the Committee’s administrative
      procedures.  If a Registration Statement under the Securities
      Act of 1933, as amended, is not in effect with respect to the shares of
      Common Stock to be issued pursuant to this Award Agreement, you hereby
      represent that you are acquiring the shares of Common Stock for investment
      and with no present intention of selling or transferring them and that you
      will not sell or otherwise transfer the shares except in compliance with
      all applicable securities laws and requirements of any stock exchange on
      which the shares of Common Stock may then be
  listed.

            


    

    


    
      	
              9.

            	
              In
      the event of any change in the Common Stock of the Company, the provisions
      of Section 10.2 of the Plan shall govern such that the number of
      performance shares subject to this Award Agreement shall be equitably
      adjusted by the Compensation Committee of the Board of
      Directors.

            


    

    


    


    This
contingent grant was authorized by the Compensation Committee of the Board of
Directors on __________________

    


    


    WALGREEN CO.

    


    


    By