exv4w1






EXHIBIT 4.1



THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS
GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




WALGREEN CO.




5.25% Note due January 15, 2019




			
	 	 	 
	No. ___
	 	Principal Amount
	CUSIP No. 931422AE9
	 	$        
              






          Walgreen Co., an Illinois corporation (hereinafter called the “Company”, which term includes
any successor Person under the Indenture referred to below), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of                                     January
15, 2019 and to pay interest thereon from January 13, 2009 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on January 15 and July 15
in each year (each an “Interest Payment Date”), commencing July 15, 2009 at the rate of 5.25% per
annum, until the principal hereof is paid or duly made available for payment. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date shall, as provided in
such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be the January 1 or July 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.
 Any such interest which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date shall forthwith cease to be payable to the Holder hereof on the relevant
Regular Record Date by virtue of having been such Holder, and may be paid to the Person in




 









 







whose
name this Note (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice
whereof shall be given to Holders of Notes of this series not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said Indenture.




          Payment of the principal of and the interest on this Note shall be made at the designated
office of the Trustee (as defined below) at Wells Fargo Bank, National Association, Corporate Trust
Operations, 608 Second Avenue South, N9303-121, Minneapolis, Minnesota 55479, in such currency of
the United States of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company, interest may be paid by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register, provided, further, that payment to DTC or any successor depositary may be made by wire
transfer to the account maintained with a bank in the United States designated by DTC or such
successor depositary in writing.




          This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), issued and to be issued in one or more series under an Indenture, dated as of July 17,
2008 (herein called, together with all indentures supplemental thereto, the “Indenture”) between
the Company and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered.
This Note is one of the series designated on the face hereof, limited (subject to exceptions
provided in the Indenture) to the aggregate principal amount specified in the Officers’ Certificate
dated January 13, 2009 establishing the terms of the Notes pursuant to the Indenture.




          The Company may, at its option, redeem the Notes, at any time in whole or from time to time in
part, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes
to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of interest accrued as
of the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 45
basis points, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.




          Further, installments of interest on the Notes to be redeemed that are due and payable on
Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest
Payment Date to the Holders thereof as of the close of business on the relevant Regular Record
Date.




          For purposes of the optional redemption provisions of this Note, the following defined terms
shall have the meanings specified:




 









 








          “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of
the Notes to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.




          “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of
four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, (ii) if the Company obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one
Reference Treasury Dealer Quotation is received, such quotation.




          “Primary Treasury Dealer” means a primary United States government securities dealer in the
United States.




          “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.




          “Reference Treasury Dealer” means Banc of America Securities LLC, Goldman, Sachs & Co., J.P.
Morgan Securities, Inc. and Morgan Stanley & Co. Incorporated (or their respective affiliates that
are Primary Treasury Dealers) and their respective successors; provided, however, that if any of
the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor
another Primary Treasury Dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Company, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m., New York City
time, on the third business day preceding such redemption date.




          “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to actual or interpolated maturity (on a day count basis) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date.




          Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of the Notes to be redeemed.




          Unless the Company defaults in payment of the redemption price, on and after the redemption
date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If
less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the
Trustee by a method the Trustee deems to be fair and appropriate.




          If a Change of Control Triggering Event (as defined below) occurs with respect to the Notes,
unless the Company has exercised its option to redeem the Notes as described above, the Company
shall make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or
any part equal to $2,000 or an integral multiple of $1,000 in excess thereof of




 









 







that Holder’s Notes
on the terms set forth herein. In a Change of Control Offer, the Company shall offer payment in
cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest, if any, on the Notes repurchased to the date of repurchase (a “Change of Control
Payment”).




          Within 30 days following any Change of Control Triggering Event or, at the Company’s option,
prior to any Change of Control (as defined below), but after public announcement of the transaction
that constitutes or may constitute the Change of Control, a notice shall be mailed to each Holder,
describing the transaction that constitutes or may constitute the Change of Control Triggering
Event and offering to repurchase the Notes on the date specified in the applicable notice, which
date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed
(a “Change of Control Payment Date”). The notice shall, if mailed prior to the date of consummation
of the Change of Control, state that the Change of Control Offer is conditioned on the Change of
Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.




          On each Change of Control Payment Date, the Company shall, to the extent lawful:





	 	(i)	 	accept for payment all Notes or portions of Notes properly
tendered pursuant to the applicable Change of Control Offer;
	 
	 	(ii)	 	deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Notes or portions of Notes properly tendered;
and
	 
	 	(iii)	 	deliver or cause to be delivered to the Trustee the Notes
properly accepted, together with an Officers’ Certificate stating the aggregate
principal amount of Notes or portions of Notes being repurchased.





          The Company shall not be required to make a Change of Control Offer upon the occurrence of a
Change of Control Triggering Event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements for an offer made by the Company and such third
party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the
Company shall not repurchase any Notes if there has occurred and is continuing on the Change of
Control Payment Date an Event of Default under the Indenture, other than a default in the payment
of the Change of Control Payment upon a Change of Control Triggering Event.




          The Company shall comply with the requirements of Rule 14e-1 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder,
to the extent those laws and regulations are applicable in connection with the repurchase of the
Notes as a result of a Change of Control Triggering Event.
To the extent that the provisions of any securities laws or regulations conflict with the
Change of Control Offer provisions of the Notes, the Company shall comply with those securities
laws and regulations and shall not be deemed to have breached its obligations under the Change of
Control Offer provisions of the Notes by virtue of any such conflict and compliance.




 









 








          For purposes of the Change of Control Offer provisions of the Notes, the following defined
terms shall have the meanings specified:




          “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or substantially all of the
Company’s assets and those of the Company’s subsidiaries, taken as a whole, to any person, other
than the Company or one of its subsidiaries; (2) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any person becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the Company’s outstanding Voting Stock or other Voting Stock into
which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by
voting power rather than number of shares; (3) the Company consolidates with, or merges with or
into, any person, or any person consolidates with, or merges with or into, the Company, in any such
event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the
Voting Stock of such other person is converted into or exchanged for cash, securities or other
property, other than any such transaction where the shares of the Company’s Voting Stock
outstanding immediately prior to such transaction constitute, or are converted into or exchanged
for, a majority of the Voting Stock of the surviving person or any direct or indirect parent
company of the surviving person immediately after giving effect to such transaction; (4) the first
day on which a majority of the members of the Company’s Board of Directors are not Continuing
Directors; or (5) the adoption of a plan relating to the Company’s liquidation or dissolution.
Notwithstanding the foregoing, a transaction shall not be deemed to involve a Change of Control
under clause (2) above if (i) the Company becomes a direct or indirect wholly owned subsidiary of a
holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding
company immediately following that transaction are substantially the same as the holders of the
Company’s Voting Stock immediately prior to that transaction or (B) immediately following that
transaction no person (other than a holding company satisfying the requirements of this sentence)
is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such
holding company. The term “person,” as used in this definition, has the meaning given thereto in
Section 13(d)(3) of the Exchange Act.




          “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event.




          “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the date the Notes were
issued; or (2) was nominated for election, elected or appointed to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such Board of Directors at
the time of such nomination, election or appointment (either by a specific vote or by approval of
the Company’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).




          “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from
any replacement Rating Agency or Rating Agencies selected by the Company.




 









 








          “Moody’s” means Moody’s Investors Service, Inc. and its successors.




          “Rating Agencies” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Company’s control, a “nationally recognized statistical rating organization” within
the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as
certified by a resolution of the Company’s Board of Directors) as a replacement agency for Moody’s
or S&P, or both of them, as the case may be.




          “Rating Event” means the rating on the Notes is lowered by both Rating Agencies and the Notes
are rated below an Investment Grade Rating by both Rating Agencies, in any case on any day during
the period (which period shall be extended so long as the rating of the Notes is under publicly
announced consideration for a possible downgrade by any of the Rating Agencies) commencing upon the
first public notice of the occurrence of a Change of Control or our intention to effect a Change of
Control and ending 60 days following consummation of such Change of Control.




          “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.




          “Voting Stock” means, with respect to any specified “person” (as such term is used in Section
13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.




          The Notes are not subject to any sinking fund.




          The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Note or certain restrictive covenants and Events of Default with respect to this Note, in each
case upon compliance with certain conditions set forth in the Indenture.




          If an Event of Default with respect to Notes of this series shall occur and be continuing, the
then-outstanding principal of the Notes of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.




          The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate principal amount
of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.




 









 








          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the right of the Holder of this Note, which is absolute and unconditional, to
receive payment of the principal of and, subject to certain qualifications in the Indenture,
interest on this Note at the times herein and in the Indenture prescribed and to institute suit for
the enforcement of any such payment unless the Holder of this Note shall have consented to the
impairment of such right.




          As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Note may be registered in the Security Register, upon surrender of this Note for
registration of transfer at the Office or Agency of the Company in any place where the principal of
and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or
more new Notes of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, shall be issued to the designated transferee or transferees.




          The Notes are issuable only in registered form without coupons in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. Subject to certain limitations therein set forth
in the Indenture and in this Note, the Notes are exchangeable for a like aggregate principal amount
of Notes of this series in different authorized denominations, as requested by the Holders
surrendering the same.




          No service charge by the Company shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge and any other expenses payable in connection therewith, other than in certain
cases provided in the Indenture.




          Prior to due presentment of this Note for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.




          The Indenture contains provisions whereby (i) the Company may be discharged from its
obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company may be
released from its obligations under specified covenants and agreements in the Indenture, in each
case if the Company irrevocably deposits with the Trustee money or U.S. Government Obligations
sufficient to pay and discharge the entire indebtedness on all Notes of this series, and satisfies
certain other conditions, all as more fully provided in the Indenture.




          This Note shall be governed by and construed in accordance with the laws of the State of New
York.




          All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.




 









 








          Unless the certificate of authentication hereon has been executed by or on behalf of the
Trustee under the Indenture by the manual signature of one of its authorized signatories, this Note
shall not be entitled to any benefits under the Indenture or be valid or obligatory for any
purpose.




 









 








          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.




Dated: January 13, 2009




	 	 	 	 	 	 	 	 	 	 	 
	[Seal]	 	 	 	 	 	WALGREEN CO.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name:
	 	 
	 	 	 	 

Name:
	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 







 











 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



Dated: January 13, 2009




	 	 	 	 	 
	 	 	WELLS FARGO BANK,
	 	 	NATIONAL ASSOCIATION, as
	 	 	Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Authorized Signatory






 









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations.



	 	 	 	 	 	 	 
	TEN COM —	 	as tenants	 	UNIF GIFT MIN ACT — . . .Custodian..
	 

	 	in common
	 	 	 	(Cust) (Minor)

	 
	TEN ENT —

	 	as tenants by
	 	 	 	Under Uniform Gifts to

	 

	 	the entireties
	 	 	 	Minor Act
	 
	JT TEN —

	 	as joint tenants

with right of

survivorship and
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	not as tenants in

common
	 	 	 	(State)





Additional abbreviations may also be used though not in the above list.



 





FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




	 	 	 
	 
	(Please insert Assignee’s legal name)
	 
	 	 
	 
	(Please insert Social Security or other identifying number of Assignee)
	 
	 	 
	 
	 
	 	 
	 
	(Please print or typewrite name and address including postal zip code of Assignee)





the within Note of WALGREEN CO. and does hereby irrevocably constitute and
appoint                                                              attorney to transfer the
said Note on the books of the Company, with full power of substitution in the
premises.




Dated:                                         




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears
	 

	 	 	 	on the face of this Note)





[NOTICE: The signature to this assignment must correspond with the name as written upon the
face of the within instrument in every particular, without alteration or enlargement or any change
whatever.]