exv10w2






Exhibit 10.2




WALGREEN CO. EXECUTIVE

DEFERRED PROFIT-SHARING PLAN

(As Amended and Restated Effective January 1, 2012)






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I INTRODUCTION
	 	 	1	 
	1.1. Name and Purpose
	 	 	1	 
	1.2. Effective Date and Plan Year
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE III ELIGIBILITY AND PARTICIPATION
	 	 	2	 
	3.1. Eligibility
	 	 	2	 
	3.2. Status under ERISA
	 	 	2	 
	 
	 	 	 	 
	ARTICLE IV DEFERRAL OF COMPENSATION
	 	 	2	 
	4.1. Participant Deferral Credits
	 	 	2	 
	4.2. Deferral Elections
	 	 	3	 
	4.3. Vesting
	 	 	3	 
	 
	 	 	 	 
	ARTICLE V EMPLOYER PROFIT-SHARING CREDITS
	 	 	3	 
	5.1. Amount of Employer Profit Sharing Credits
	 	 	3	 
	5.2. Vesting
	 	 	3	 
	 
	 	 	 	 
	ARTICLE VI PLAN ACCOUNTING
	 	 	4	 
	6.1. Accounts
	 	 	4	 
	6.2. Adjustments to Participant Accounts
	 	 	4	 
	 
	 	 	 	 
	ARTICLE VII PAYMENT OF BENEFITS
	 	 	4	 
	7.1. Payment of Account Balances
	 	 	4	 
	7.2. Time and Manner of Payment of Grandfathered Account
	 	 	4	 
	7.3. Time and Manner of Payment of Non-Grandfathered Account
	 	 	5	 
	7.4. Effect on Other Benefit Plans
	 	 	7	 
	7.5. Facility of Payment
	 	 	7	 
	7.6. Effect of Payment
	 	 	7	 
	7.7. Withholding for Taxes
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VIII ADMINISTRATION
	 	 	7	 
	8.1. Administration
	 	 	7	 
	8.2. Claims Procedures
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IX AMENDMENT AND TERMINATIONS
	 	 	8	 
	9.1. Amendment or Termination
	 	 	8	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS
	 	 	8	 
	10.1. Non-Alienation
	 	 	8	 
	10.2. Employment Rights
	 	 	8	 
	10.3. Trust Fund
	 	 	8	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	10.4. Successors
	 	 	8	 
	10.5. Controlling Law
	 	 	8	 
	10.6. Severability
	 	 	9	 
	10.7. Section 409A
	 	 	9	 







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WALGREEN CO. EXECUTIVE




DEFERRED PROFIT-SHARING PLAN



(As Amended and Restated Effective January 1, 2012)



ARTICLE I

INTRODUCTION




     1.1. Name and Purpose. Walgreen Co. (the “Company”) established the Walgreen Co.
Executive Deferred Profit Sharing Plan (the “Plan”), effective January 1, 1990, for the benefit of
eligible employees. The Plan was amended and restated in its entirety effective January 1, 2003,
and was further amended effective as of January 1, 2005 and January 1, 2008. The Plan is hereby
further amended and restated in its entirety, effective as of January 1, 2012, as set forth herein.
The purpose of the Plan, as amended and restated herein, is to provide eligible employees with the
opportunity to defer compensation on a pre-tax basis, and to receive Employer Profit-Sharing
Credits.



     1.2. Effective Date and Plan Year. The Effective Date of the amended and restated
Plan is January 1, 2012. The Plan shall be administered on a calendar year basis (the “Plan
Year”).



ARTICLE II

DEFINITIONS




     2.1. “Account” means the recordkeeping account established by the Administrators
pursuant to Article VI to record a Participant’s accrued benefit under the Plan.



     2.2. “Administrators” means the persons appointed to administer the Plan pursuant to
Section 8.1.



     2.3. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations
issued thereunder.



     2.4. “Deferral Credits” means the portions of a Participant’s base salary and/or
bonus, if any, that he or she elects to defer under Article IV.



     2.5. “Deferral Election” means an election by a Participant to defer base salary
and/or bonuses in accordance with the provisions of Article IV.



     2.6. “Earnings Gains and Losses” means the amount of earnings, gains, losses and
expenses debited or credited to a Participant’s Account pursuant to Section 6.2.



     2.7. “Employee Deferral Subaccount” means the portion of a Participant’s Account
consisting of Deferral Credits and Earnings Gains and Losses thereon.



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     2.8. “Employer Profit-Sharing Credits” means the amounts credited to a Participant’s
Employer Profit-Sharing Subaccount pursuant to Article V.



     2.9. “Employer Profit-Sharing Subaccount” means the portion of a Participant’s Account
consisting of Employer Profit-Sharing Credits and Earnings Gains and Losses thereon.



     2.10. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended,
and the regulations issued thereunder.



     2.11. “Grandfathered Account” means the portion of a Participant’s Account that were
credited to the Account and became fully vested prior to January 1, 2005.



     2.12. “Non-Grandfathered Account” means the portion of a Participant’s Account that is
not a Grandfathered Account.



     2.13. “Plan Year” means the calendar year.



     2.14. “Profit-Sharing Plan” means the Walgreen Profit-Sharing Retirement Plan, as
amended and restated effective January 1, 2010.



     2.15. “Profit-Sharing Plan Compensation Limitation” means the limitation imposed by
Section 401(a)(17) of the Code on the amount of a Participant’s compensation that may be taken into
account under the Profit-Sharing Plan.



ARTICLE III

ELIGIBILITY AND PARTICIPATION




     3.1. Eligibility. Each employee of the Company or one of its subsidiaries who is a
participant in the Profit-Sharing Plan shall be eligible to become a Participant in the Plan if the
employee’s “Salary Conversion Contributions” under Section 4.1 of the Profit-Sharing Plan are
limited by the Profit-Sharing Plan Compensation Limitation.



     3.2. Status under ERISA. The Plan is an unfunded plan maintained primarily to provide
deferred compensation benefits for a select group of “management or highly-compensated employees”
within the meaning of Sections 201, 301, and 401 of ERISA, and therefore is exempt from the
provisions of Parts 2, 3 and 4 of Title I of ERISA. The Board of Directors of the Company may
terminate the Plan or remove certain employees as Participants if it is determined by the United
States Department of Labor, a court of competent jurisdiction, or an opinion of counsel, that the
Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA which
is not so exempt.



ARTICLE IV

DEFERRAL OF COMPENSATION




     4.1. Participant Deferral Credits. A Participant may elect to defer under the Plan
any amount he or she is unable to contribute on a pre-tax basis to the Profit-Sharing Plan
due to



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application of the Profit-Sharing Plan Compensation Limitation by filing a Deferral
Election in accordance with Section 4.2. The amount of such deferral shall not be in excess of 50
percent of the Participant’s base salary (as in effect at the time the election is made) and 85
percent of the Participant’s annual bonus. Deductions will be made pursuant to such Deferral
Election during any Plan Year following the date the Participant’s compensation under the
Profit-Sharing Plan reaches the Profit-Sharing Plan Compensation Limitation. The deferral
applicable to base pay shall be reduced in substantially equal amounts from the base salary
otherwise periodically payable to the Participant over the Plan Year (or over a portion of such
Plan Year as deemed administratively practicable). All Deferral Credits shall be credited to the
Participant’s Employee Deferral Subaccount.




     4.2. Deferral Elections. A Participant’s Deferral Election shall be in writing (or by
electronic means established by the Administrators), and must be made during the election period
established by the Administrators which period shall end no later than the day preceding the first
day of the Plan Year in which the base salary or bonus is earned. An employee who first becomes a
Participant in the Plan on or after the first day of a Plan Year may make a Deferral Election
within 30 days after he or she first becomes a Participant, if and to the extent permitted by Code
Section 409A; provided, however, that such Deferral Election shall only apply to base salary and
bonuses earned after the Participant’s Deferral Election is received by the Administrators. All
Deferral Elections shall become irrevocable as of the end of the deferral election period.



     4.3. Vesting. A Participant shall at all times be 100 percent vested in amounts
credited to his or her Employee Deferral Subaccount.



ARTICLE V

EMPLOYER PROFIT-SHARING CREDITS




     5.1. Amount of Employer Profit Sharing Credits. For each Plan Year, each
Participant’s Employer Profit-Sharing Subaccount shall be credited with the sum of the following
amounts:




	 	(a)	 	the additional amount that would have been allocated to the
Participant’s “Employer Contribution Account” under the Profit-Sharing Plan
(including a share of certain deemed forfeitures) if the Profit-Sharing Plan
Compensation Limitation did not apply; and
	 
	 	(b)	 	such additional amount as determined each year by resolution of
the Company’s Board of Directors (or its delegate) to each Participant who
qualifies for such additional credit based on the criteria set forth in such
resolution.





     5.2. Vesting. A Participant shall be vested in his or her Employer Profit-Sharing
Subaccount to the same extent as the Participant is vested in his or her Employer Contribution
Account under the Profit-Sharing Plan.



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ARTICLE VI

PLAN ACCOUNTING




     6.1. Accounts. The Company shall establish and maintain a recordkeeping account (the
“Account”) in the name of each Participant, which Account shall be comprised of the Employee
Deferral Subaccount and the Employer Profit-Sharing Subaccount. A Participant’s Account shall at
all times be reflected on the Company’s books as a general unsecured and unfunded obligation of the
Company, and the Plan shall not give any person any right or security interest in any asset of the
Company nor shall it imply any trust or segregation of assets by the Company.



     6.2. Adjustments to Participant Accounts.




	 	(a)	 	General. The amounts credited to a Participant’s
Account shall be adjusted to reflect the Earnings Gains and Losses that would
have been debited or credited to such amounts had they been allocated to the
Participant’s accounts under the Profit-Sharing Plan and invested in the same
manner as such accounts are invested thereunder. Such adjustment shall be
determined by the Administrators, and their determination shall be final and
conclusive.
	 
	 	(b)	 	Timing of Adjustments and Credits. All credits and
adjustments to a Participant’s Account shall be made within reasonable
proximity to the dates such credits and adjustments would have been made if
they were effected under the Profit-Sharing Plan.





ARTICLE VII

PAYMENT OF BENEFITS




     7.1. Payment of Account Balances. A Participant who incurs a separation from service
with the Company, dies or becomes disabled shall be entitled to payment of the vested portion of
his or her Account at the time and in the manner provided in Section 7.2 below. For purposes of
this Article VII, the terms ‘separation from service’ and ‘disabled’ shall have the meanings set
forth in Code Section 409A. If a Participant is not 100 percent vested in his or her Employer
Profit-Sharing Subaccount at the time of the distribution event, the non-vested portion shall be
forfeited.



     7.2. Time and Manner of Payment of Grandfathered Account Balances. The
Administrators, in their sole discretion, shall determine the time and manner in which a
Participant’s Grandfathered Account balance shall be distributed, which may include the methods
permitted under the Profit-Sharing Plan.



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     7.3. Time and Manner of Payment of Non-Grandfathered Account Balances.




	 	(a)	 	Following a Participant’s separation from service or
disability, distribution of the portion of the Participant’s Non-Grandfathered
Account credited to his or her Employer Profit-Sharing Subaccount shall be made
as follows:






	 	(i)	 	If the portion of the Participant’s
Non-Grandfathered Account balance credited to his or her Employer
Profit-Sharing Subaccount (without taking into account any Company
matching contributions credited following separation from service,
death or disability) is less than the Lump-Sum Threshold (as defined
below), then such portion of the Participant’s Non-Grandfathered
Account shall be paid to the Participant (or in the event of the
Participant’s death, to his or her designated beneficiary) in one lump
sum as of the date of the distributable event, or as soon as
practicable thereafter, but in no event later than the later of (i) the
last day of the calendar year in which the distribution event occurs,
or (ii) the date which is 2-1/2 months following the distribution
event.
	 
	 	(ii)	 	If the portion of the Participant’s
Non-Grandfathered Account balance credited to his or her Employer
Profit-Sharing Subaccount (without taking into account any Company
matching contributions credited following separation from service,
death or disability) is equal to or greater than the Lump-Sum Threshold
(as defined below), then such portion of the Participant’s
Non-Grandfathered Account shall be paid to the Participant (or in the
event of the Participant’s death, to his or her designated beneficiary)
in monthly installments beginning on the date of the distribution
event, or as soon as practicable thereafter, but in no event later than
the later of (i) the last day of the calendar year in which the
distribution event occurs, or (ii) the date which is 2-1/2 months
following the distribution event. Each monthly installment shall equal
the Lump-Sum Threshold divided by 12.
	 
	 	(iii)	 	For purposes of this Section 7.3(a), “Lump-Sum
Threshold” shall equal $50,000 if the Participant is age 55 or older or
shall equal $100,000 if the Participant is under age 55; provided that,
beginning in 2007, these $50,000 and $100,000 thresholds shall be
increased each year by $2,000 and $4,000, respectively. For purposes
of this Section 7.3(a), the determination of which Lump-Sum Threshold
amount shall apply and the comparison of this Threshold to the
Participant’s Account balance shall be made as of the date of the
distribution event.






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	 	(b)	 	Following a Participant’s separation from service or
disability, distribution of the portion of the Participant’s Non-Grandfathered
Account that is credited to his or her Employee Deferral Subaccount shall be
made in accordance with one of the following options, as elected by the
Participant:






	 	(i)	 	A single lump sum payment, to be made as soon
as practicable following the date of the Participant’s separation from
service; or
	 
	 	(ii)	 	Annual installments over a period of 5, 10, 15
or 20 years, as elected by the Participant, with the first installment
being calculated as soon as practicable following the Plan Year in
which such separation from service occurs, and payment made as soon as
practicable thereafter, except as provided below with respect to
subsequent changes. A Participant may make a distribution election
under this Subsection 7.3(b) at the time the Participant makes his or
her Deferral Election under Section 4.2; provided, however, that if no
such election is made, the Participant shall be deemed to have elected
payment under paragraph (b)(i) above. Once made, the Participant may
subsequently change his or her election to an allowable alternative
payout period by submitting a new election form to the Administrators,
provided that any such new election form (i) shall be made at least 12
months in advance of the originally-scheduled distribution date and may
not take effect for at least 12 months after the date the new election
is made, (ii) shall not accelerate the time or schedule of any payment,
except as permitted under Treasury regulations, and (iii) except with
respect to distributions on account of death or disability, shall
provide for an additional deferral period that is not less than 5 years
from the date distribution would have otherwise been made.






	 	(c)	 	Notwithstanding any provision of the Plan to the contrary,
distributions to key employees (within the meaning of Code Section 416(i)) on
account of a separation from service for reasons other than death or disability
(within the meaning of Code Section 409A) shall not be made earlier than the
date which is six months after such separation from service. For purposes of
this Subsection 7.3(c), the determination of who is a key employee shall be
made during the 90 day period following the close of each calendar year, based
on total compensation and job position for the preceding calendar year, and
shall apply for the period beginning on April 1 following such 90 day period
and ending the following March 31.
	 
	 	(d)	 	If a Participant dies prior to the time that his or her entire
Account has been distributed, such Account, or remaining Account balance, shall
be distributed to the Participant’s Beneficiary in a lump sum as soon as
practicable.




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     7.4. Effect on Other Benefit Plans. Amounts credited to or paid from the Employer
Profit-Sharing Subaccount of the Plan shall not be considered to be compensation for the purposes
of any qualified plan maintained by the Company. The treatment of such amounts under other
employee benefit plans or programs shall be determined pursuant to the provisions of such plans or
programs.



     7.5. Facility of Payment. If the Participant or his or her beneficiary is entitled to
payments under the Plan and in the opinion of the Administrators such person becomes in any way
incapacitated so as to be unable to manage his or her financial affairs, the Company may make
payments to the Participant’s or beneficiary’s legal representative or similar person, to a
custodian under the Uniform Gifts or Transfers to Minors Act of any state, or in such other manner
for the benefit of the Participant or beneficiary that the Trustees consider advisable. Any
payments made in accordance with the preceding sentence shall be a full and complete discharge of
any liability for such payment hereunder. Upon a Participant’s death, payment under the Plan shall
be made to the beneficiary or beneficiaries for such Participant under the Profit-Sharing Plan.
Any payments made in accordance with the preceding sentences shall be a full and complete discharge
of any liability for such payments hereunder.



     7.6. Effect of Payment. The full payment of a Participant’s benefit under the Plan
shall completely discharge all obligations on the part of the Company to the Participant (and the
Participant’s beneficiary) with respect to the operation of the Plan, and the Participant’s (and
Participant’s beneficiary’s) rights under the Plan shall terminate.



     7.7. Withholding for Taxes. The Company may withhold from any payment made by it
under the Plan such amount or amounts as may be required for purposes of complying with the tax
withholding or other provisions of the Code or the Social Security Act or any state’s income tax
act or for purposes of paying any estate, inheritance or other tax attributable to any amounts
payable hereunder.



ARTICLE VIII

ADMINISTRATION




     8.1. Administration. The Plan shall be administered by the Trustees of the
Profit-Sharing Plan, who will have, to the extent appropriate, the same powers, rights, duties,
obligations and indemnity with respect to the Plan as they do with respect to the Profit-Sharing
Plan. Consistent with such rights under the Profit-Sharing Plan, each determination provided for
under the Plan shall be made by the Administrators under such procedures as may from time to time
be prescribed by them, and shall be made in their absolute discretion. Any such determination
shall be conclusive on all persons.



     8.2. Claims Procedures. If a Participant or his or her beneficiary is denied all or a
portion of an expected benefit under the Plan for any reason, he or she may file a claim (and



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thereafter appeal any denied claim) in accordance with the procedures set forth in the Summary
Plan Description for the Profit-Sharing Plan, which are incorporated by reference herein for this
purpose.




ARTICLE IX

AMENDMENT AND TERMINATIONS




     9.1. Amendment or Termination. The Company may, in its sole discretion, terminate or
amend the Plan at any time. No such termination or amendment shall change the then existing
credits to or adjustments of a Participant’s Account or alter his or her right to receive a
distribution thereof in accordance with Article VII; provided, however, that if the Company is
liquidated, it shall have the exclusive right to determine the value of each Participant’s Account,
as of a date established by the Administrators and to pay any unpaid distributions in any manner
which such Administrators determine to be just and equitable.



ARTICLE X

MISCELLANEOUS




     10.1. Non-Alienation. All rights and benefits under the Plan are personal to the
Participant, and neither the Plan nor any right or interest of a Participant or any person arising
under the Plan is subject to voluntary or involuntary alienation, sale, transfer, or assignment
without the Company’s consent.



     10.2. Employment Rights. The Plan is not a contract of employment, and participation
in the Plan will not give any Participant the right to be retained in the employ of the Company,
nor any right or claim to any benefit under the Plan, unless the right or claim has specifically
accrued under the Plan.



     10.3. Trust Fund. The Company shall be responsible for the payment of all benefits
provided under the Plan. At its discretion, the Company may establish one or more trusts, with
such trustees as the Administrators may approve, for the purpose of assisting in the payment of
such benefits. Although such a trust shall be irrevocable, its assets shall be held for payment of
all of the Company’s general creditors in the event of insolvency. To the extent any benefits
provided under the Plan are paid from any such trust, the Company shall have no further obligation
to pay them. If not paid from the trust, such benefits shall remain the obligation of the Company.



     10.4. Successors. Unless otherwise agreed to, the Plan is binding on and will inure
to the benefit of any successor to the Company, whether by way of merger, consolidation, purchase
or otherwise.



     10.5. Controlling Law. The Plan shall be construed in accordance with the laws of the
State of Illinois.



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     10.6. Severability. If any provision of the Plan shall be found to be invalid or
unenforceable by a court of competent jurisdiction, the validity or enforceability of the remaining
provisions of the Plan shall remain in full force and effect.



     10.7. Section 409A. To the extent that any portion of the Plan is subject to the
rules under Code Section 409A, such portion of the Plan is not intended to result in acceleration
of income recognition or imposition of penalty taxes by reason of Code Section 409A, and the terms
of such portion of the Plan shall be interpreted in a manner (and such portion of the Plan may be
amended to the extent determined necessary or appropriate by the Company) to avoid such
acceleration and penalties. The Company may modify the time at which any Account balance will be
vested or distributed if it determines that such modification may be necessary to avoid
acceleration of tax or imposition of penalties under Code Section 409A. Regardless of whether the
Company modifies or fails to modify the time at which any Account balance is vested or distributed,
each Participant shall be solely liable for any taxes, penalties and interest (including without
limitation those imposed under Code Section 409A) incurred with respect to all amounts credited to
the Participants under the Plan.




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