WALGREEN CO. EXECUTIVE
DEFERRED PROFIT-SHARING PLAN
Walgreen Co. (the "Company") maintains a non-qualified unfunded deferred compensation and profit-sharing program for certain of its employees as described herein, which program was originally effective as of January 1, 1990. The following shall constitute the terms and conditions of the Walgreen Co. Executive Deferred Profit-Sharing Plan (this "Plan"), as restated effective January 1, 2003.
1. Administration. This Plan shall be administered by the Trustees of the Walgreen Profit-Sharing Retirement Plan (the "Profit-Sharing Plan"), who will have, to the extent appropriate, the same powers, rights, duties, obligations and indemnity with respect to this Plan as they do with respect to the Profit-Sharing Plan (pursuant to Section 8 of the Profit-Sharing Plan). Consistent with such rights under the Profit-Sharing Plan, each determination provided for under this Plan shall be made by these Trustees 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.
2. Eligibility. Each employee of the Company or one of its subsidiaries who meets all of the following requirements and who is not a participant in the Walgreen Profit-Sharing Restoration Plan shall be eligible to participate in this Plan:
(a) The employee is a participant in the Profit-Sharing Plan.
(b) The employee’s "regular contributions" under Section 4.1 of the Profit-Sharing Plan are limited by operation of one or more of the "Profit-Sharing Plan Limits," which shall consist of the following:
- the annual compensation limit of Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the "Code"), as set forth in Section 3.7 of the Profit-Sharing Plan;
- the limitations on the employee’s "five percent contribution" under Section 4.1(b) of the Profit-Sharing Plan, by operation of subsections (i)(B) and/or (ii) thereof; and
- the limitations under Section 415 of the Code, as set forth in Sections 3.4, 3.6 and 4.6(a)(ii) of the Profit-Sharing Plan.