RESOLUTIONS REGARDING THE WALGREEN CO


	 RESOLUTIONS REGARDING THE
		WALGREEN CO.
 1982 EMPLOYEES STOCK PURCHASE PLAN

	 

	 WHEREAS, Walgreen Co. (the "Company") maintains the
		Walgreen Co. 1982 Employees Stock Purchase Plan (the "Plan");

	  WHEREAS, less than 3.2 million shares remain available
		for options to be granted under the Plan out of the 64 million shares presently
		authorized by the Plan; and

	  WHEREAS, it is now deemed desirable and in the best
		interests of the Company and its shareholders to increase the number of shares
		available for issuance under the Plan, subject to the approval of the
		Company’s shareholders;

	  NOW, THEREFORE, BE IT RESOLVED, that by virtue and in
		exercise of the amending authority reserved to the Company’s Board of
		Directors under Section 11 of the Plan, the Plan is hereby amended effective
		January 9, 2003, subject to the approval of the Company’s shareholders, by
		increasing the maximum number of shares of Common Stock for which options may
		be granted under the Plan by 10 million, bringing the total number of shares
		authorized by the Plan to 74 million.

	  FURTHER RESOLVED, that upon approval of such increase
		in the maximum number of shares by the Company’s shareholders, Section 5
		of the Plan shall be amended to read as follows:

	 
		5. Shares Subject to the Plan. The maximum
		  aggregate number of shares of Common Stock for which options may be granted to
		  all participants under the Plan is 74, 000,000. Shares of Common Stock under
		  the Plan may consist of shares purchased in the open market by the
		  Administrator on behalf of the Plan and its participants or authorized by
		  unissued shares or shares reacquired by the Company. Shares of Common Stock
		  represented by any unexercised portion of any terminated option granted under
		  the Plan may again be subject to options granted under the Plan. In the event
		  of a change in the number of issued shares of Common Stock because of a stock
		  dividend, stock split, recapitalization, reclassification, subdivision or
		  combination of shares of Common Stock, or similar event, the number of shares
		  of Common Stock approved for the Plan will be increased or decreased in
		  proportion to such change and such other action shall be taken as deemed
		  equitable by the Committee to give proper effect to such event, including
		  revision in the Purchase Price.


	  FURTHER RESOLVED, that the appropriate officers of the
		Company are hereby authorized and directed to prepare an amendment to the Plan,
		with the only change being this additional number of authorized shares, and to
		submit this amendment to shareholders for approval at the annual meeting to be
		held on January 9, 2003;

	 FURTHER RESOLVED, that, upon shareholder approval of the
		additional number of shares authorized to be issued under the Plan, the
		appropriate officers of the Company are hereby authorized, to the extent deemed
		necessary, to prepare and submit to the Securities Exchange Commission a
		registration statement on Form S-8 to cover the additional shares authorized to
		be issued under the Plan, to prepare and distribute any necessary prospectuses
		and any other related documentation, and to prepare and submit any other
		appropriate governmental filings; and

	  FURTHER RESOLVED, that the appropriate officers of the
		Company are hereby authorized and directed to take such steps that in their
		opinion are necessary or advisable in order to carry out the intent and
		purposes of the foregoing resolutions.

	 *****

	 I, Julian A. Oettinger, Secretary of Walgreen Co., an
		Illinois corporation, hereby certify that the foregoing is a true and correct
		copy of a resolution adopted by the Board of Directors of said Corporation at a
		meeting duly and lawfully called and held on the 10th day of July,
		2002, at which a majority of the Board was present, and said resolution has not
		been amended, altered, or repealed, and is now in full force, virtue, and
		effect.

	 I have hereunto set my hands this 10th day of
		July, 2002.

	 /s/ Julian A. Oettinger

	 Secretary