SUMMARY OF DIRECTOR COMPENSATION


    


    Exhibit
      10.1 SUMMARY OF DIRECTOR COMPENSATION

     

     

    WALGREEN
      CO. DIRECTOR COMPENSATION

    


    


    Full-time
      employees of the Company who serve as directors do not receive additional
      compensation for service on the Board of Directors. Directors who are not
      employees currently receive the following:

    


    
      	·  	
              $70,000
                annual retainer, paid quarterly.

            


    

    
      	·  	
              Additional
                $20,000 annual retainer for Audit Committee Chair, paid
                quarterly.

            


    

    
      	·  	
              Additional
                $10,000 annual retainer for each other Committee chair, paid
                quarterly.

            


    

    
      	·  	
              One
                half of regular annual retainer is paid in shares of Walgreen Co.
                stock.
                The other half of the regular annual retainer and the entire Committee
                chair retainer are paid in cash.

            


    

    
      	·  	
              On
                each November 1st,
                annual grant of Walgreen Co. stock equal to $100,000 divided by the
                Walgreen Co. stock price on that date (stock grant is provided via
                the
                Walgreen Co. Nonemployee Director Stock
                Plan).

            


    

    
      	·  	
              The
                elements of director compensation are subject to the deferral
                opportunities described below.

            


    

    


    Upon
      the
      recommendation of the Nominating and Governance Committee of the Board, on
      July
      11, 2007 the Board of Directors approved an increase to the dollar value of
      the
      annual stock grant under the Nonemployee Director Stock Plan to $120,000,
      beginning with the grant on November 1, 2007.

    


      The
        following deferral opportunities continue to be available to nonemployee
        directors under the Nonemployee Director Stock Plan:

      


      
        	·  	
                All
                  cash payments may be deferred into a deferred cash compensation
                  account or
                  awarded in the form of deferred stock
                  units.

              


      

      
        	·  	
                Portion
                  of annual retainer paid in stock and annual stock grant may be
                  awarded in
                  the form of deferred stock units.

              


      

      


      Certain
        nonemployee directors remain eligible for benefits under discontinued director
        compensation arrangements, as follows:

      


      
        	·  	
                The
                  Walgreen Co. Nonemployee Director Stock Plan is a replacement for
                  certain
                  compensation arrangements for nonemployee directors in effect prior
                  to
                  November 1996, under the Retirement Plan for Outside Directors.
                  The
                  Retirement Plan for Outside Directors continues to apply only with
                  respect
                  to compensation earned by nonemployee directors for periods of
                  service
                  prior to November 1, 1996. Under this Plan, the annual benefits
                  payable to
                  a nonemployee director for the shorter of (i) the number of years
                  the
                  director served as a non-employee member of the Board, or (ii)
                  10 years,
                  were equal to the sum of 80% of the annual Board retainer in effect
                  on the
                  date of retirement, plus 4% of the director’s final annual retainer for
                  each year of service as a nonemployee director in excess of 10
                  years. In
                  no case could the annual benefit payment exceed 100% of the annual
                  retainer in effect and payable to the nonemployee director on the
                  date of
                  his or her retirement from the Board of Directors. Messrs. Howard
                  and Reed
                  and Ms. von Ferstel will receive benefits under this Retirement
                  Plan upon
                  their retirement from the Board.

              


      

      
        	·  	
                Two
                  current nonemployee directors (Mr. Howard and Ms. von Ferstel)
                  participated in unfunded deferred compensation plans offered prior
                  to 1993
                  that permitted a director to defer a portion of his or her retainer
                  fees,
                  and each is receiving annual payments under such
                  plans.