exhibit_10pt36.htm

EXHIBIT 10.36

    


    WALGREEN
CO. PROFIT-SHARING RESTORATION PLAN

    


    AMENDMENT
NUMBER ONE

    


    


    Effective
January 1, 2008, the Walgreen Co. Profit-Sharing Restoration Plan (the “Plan”)
is amended as follows:

    


    
      	
              1.

            	
              Subsections
      (a) – (c) of Section 3 of the Plan are amended in their entirety to read
      as follows:

            


    

    


    
      	
               
      

            	
              “(a)

            	
              The
      employee is a participant in the Profit-Sharing
  Plan;

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      employee is employed by the Company in Salary Grade 18 (or its
      equivalent) or above; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              Based
      on compensation level and any other relevant criteria determined from time
      to time by the Board of Directors of the Company or its delegates, the
      employee is eligible for one or more of the matching contributions
      described in Section 4.2(a) below.”

            


    

    


    
      	
              2.

            	
              Section
      4.2(a) of the Plan is amended in its entirety to read as
      follows:

            


    

    


    “Profit-Sharing Plan Matching
Contributions.  The Company shall pay the amounts, if any,
which would be contributed by the Company on the Participant’s behalf under the
Profit-Sharing Plan for the plan year of the Profit-Sharing Plan, or portion
thereof, which coincides with the Plan Year hereunder (as adjusted by
Section 4.4) but which are not so contributed solely because of the annual
compensation limit of Section 401(a)(17) of the Internal Revenue Code of 1986,
as amended.  In addition, the Company shall pay such additional
amounts as determined each year by resolution of the Company’s Board of
Directors (or its delegate) to each Participant who (i) was employed by the
Company and a participant in the Profit-Sharing Plan as of December 31, 2007,
(ii) had actual Profit-Sharing earnings for 2007 in excess of $94,500, and (iii)
otherwise qualifies for such payment based the criteria set forth in such
resolution.

    


    
      	
              3.

            	
              The
      introductory paragraph to Section 4.2(b) of the Plan is amended in its
      entirety to read as follows:

            


    

    


    “Payment for Insufficient Secular
Trust Earnings.  If and to the extent that the Participant
deposits amounts described in subsection 1.4(b) of the Walgreen Co.
Senior Executives’ Master Trust, or such second similar trust as may be
established (the “Secular Trust”) in such Secular Trust, the Company shall pay
the Participant an additional amount equal to the difference (if a positive
number) obtained by subtracting subsection (i) below from
subsection (ii) below where such subsections equal the following
amounts:”

    


    
      	
              4.

            	
              Section
      4.2(c) of the Plan is amended in its entirety to read as
      follows:

            


    

    


    “Payment for Tax Burden on Taxable
Secular Trust Earnings.  If and to the extent that the
Participant deposits amounts described in subsection 1.4(b) of the Secular
Trust in such Secular Trust, the Company shall pay the Participant an additional
tax gross-up amount which, net of tax liability on such gross-up amount, will
result in the payment to the Participant of an amount equal to the Participant’s
then current tax liability on the Participant’s allocable portion of the taxable
earnings of the Secular Trust for the Plan Year.  For purposes of this
subsection (c), the term tax liability shall mean federal, state, and local
income tax liability and Medicare tax
liability.”