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<TITLE>Filed by Bowne Pure Compliance</TITLE>
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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT  style="font-size: 12pt">Washington, D.C. 20549 </FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest event reported): October 10, 2008</B>

<P align="center"><IMG src="c76123p7612300.jpg" alt="(LOGO)">

<P style="font-size: 24pt" align="center"><B>WALGREEN CO.<BR>
</B><FONT style="font-size: 10pt">(Exact name of
registrant as specified in its charter) </FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Illinois</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>1-604</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>36-1924025</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>200 Wilmot Road, Deerfield, Illinois<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>60015</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number, including area code: <B>(847)
940-2500</B>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0" cellpadding="0" width="30%" border="0">

 <TR>
  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>Not Applicable<BR>
</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT  face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))<BR>


<P>&nbsp;
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  <TD nowrap align="left" width="3%"><U>Item&nbsp;5.02.</U></TD>
  <TD width="1%">&nbsp;</TD>
  <TD><U>Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.</U></TD>
 </TR>

</TABLE>&nbsp;


<P style="font-size: 10pt; text-indent: 4%" align="left">On October&nbsp;10, 2008, Jeffrey A. Rein retired as Chairman,
Chief Executive Officer and a director of Walgreen Co. (the &#8220;Company&#8221;).

<P style="font-size: 10pt; text-indent: 4%" align="left">On the same date, the Board of Directors of the Company named
Alan G. McNally Chairman and Acting Chief Executive Officer. Mr.&nbsp;McNally, 62, has served as lead director of the
Company&#8217;s Board of Directors since January&nbsp;2008 and has served as a director since 1999. Mr.&nbsp;McNally
also serves as Special Advisor to Harris Financial Corporation (formerly Bankmont Financial Corporation), a position he
has held since January&nbsp;2007. Mr.&nbsp;McNally was Chairman of the Board of Harris Financial Corporation from
April&nbsp;1998 to May&nbsp;2006, and a director from May&nbsp;2006 to December&nbsp;2006. Mr.&nbsp;McNally was Senior
Advisor to TeleTech North America from February&nbsp;2003 to September&nbsp;2006. Mr.&nbsp;McNally was Chairman of the
Board of Harris Trust and Savings Bank and Harris Bankcorp, Inc. from April&nbsp;1995 until January&nbsp;2004.
Mr.&nbsp;McNally was Chief Executive Officer of Harris Trust and Savings Bank and Harris Bankcorp, Inc. from
September&nbsp;1993 to September 2002 and Bankmont Financial Corporation from April&nbsp;1998 to September&nbsp;2002,
and Vice Chair of Bank of Montreal from 1990 to September&nbsp;2002.

<P style="font-size: 10pt; text-indent: 4%" align="left">During the period Mr.&nbsp;McNally serves as Acting Chief
Executive Officer and in lieu of his compensation as a non-employee director and as lead director, he will receive a
salary at an annual rate of $1,200,000 and will be eligible for an annual bonus under the Walgreen Co. Management
Incentive Plan. The Chief Executive Officer bonus target approved by the Compensation Committee of the Board of
Directors for fiscal year 2009 is equal to 125% of salary and will be prorated for the period Mr.&nbsp;McNally serves
as Acting Chief Executive Officer. Mr.&nbsp;McNally was also granted 120,000 stock options and 26,600 restricted stock
units (RSUs) on October&nbsp;10, 2008. Fifty percent of the stock options and RSUs granted will vest on the earlier of
April&nbsp;10, 2009 or the date when a successor chief executive officer assumes that position. An additional 1/12 of
each grant will vest at the end of each full month of continued employment as Acting Chief Executive Officer after
April&nbsp;10, 2009. If Mr.&nbsp;McNally&#8217;s employment as Acting Chief Executive Officer terminates prior to the
full vesting of these grants, the Compensation Committee may accelerate the vesting of some or all of the remaining
unvested stock options and RSUs, at its discretion. The stock options will be exercisable until five years after the
later of the end of Mr.&nbsp;McNally&#8217;s employment or his retirement from the Board of Directors, provided that
they will not be exercisable after the tenth anniversary of the grant date. Mr.&nbsp;McNally will not be eligible for
any other long-term incentives.

<P style="font-size: 10pt; text-indent: 4%" align="left">In consideration of Mr.&nbsp;McNally&#8217;s agreeing to serve
immediately as Acting Chief Executive Officer, the Board of Directors has agreed to reimburse Mr.&nbsp;McNally for
certain expenses that he had previously incurred for travel that he will be unable to complete as a result of his
service and certain other incidental costs that he might incur as a result of his service as Acting Chief Executive
Officer. Mr.&nbsp;McNally will also be eligible to participate in certain of the Company&#8217;s employee benefit and fringe
benefit plans and programs generally applicable to senior executives.

<P style="font-size: 10pt; text-indent: 4%" align="left">The Board of Directors has formed a special committee,
comprised of William C. Foote, chair of the Board&#8217;s Nominating and Governance Committee, James A. Skinner, chair
of the Compensation Committee, and Mr.&nbsp;McNally, to lead a nationwide search for a permanent Chief Executive
Officer. The special committee will be considering both internal and external candidates.

<P style="font-size: 10pt; text-indent: 4%" align="left">Mr.&nbsp;Rein and the Company have entered into a Retirement
and Non-Competition Agreement to confirm the terms of Mr. Rein&#8217;s retirement from the Company. The full text of
the Agreement is attached as Exhibit&nbsp;99.1 to this Current Report and is incorporated herein by reference. The
material terms of the Agreement are as follows:

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">&#8226;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>As a retiring executive at or above the Senior Vice President level, Mr.&nbsp;Rein is entitled to various
retirement benefits, including payment of all accrued vacation and six months of continued base salary, bonus and
benefits. In addition, in recognition of Mr.&nbsp;Rein&#8217;s years of service and dedication to the Company and in
exchange for Mr.&nbsp;Rein&#8217;s non-competition and other obligations under the Agreement, the Compensation
Committee approved an additional six months of base salary, bonus and benefits.</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">&#8226;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Mr.&nbsp;Rein&#8217;s annual bonus will be paid at the target level for fiscal year 2009 and the applicable
portion of fiscal year 2010.</TD>
 </TR>

</TABLE>


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<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">&#8226;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Mr.&nbsp;Rein has agreed to non-competition restrictions for the entire period of continued vacation and
retirement pay and benefits, and then more limited non-competition restrictions for six
months thereafter. </TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">&#8226;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Mr.&nbsp;Rein&#8217;s long-term incentives and other employee and executive benefits will be provided in
accordance with the terms of the underlying plans, programs and award agreements, based on his retirement from the
Company.</TD>
 </TR>

</TABLE>

<P style="font-size: 10pt" align="left"><U>Item 9.01</U> <U>Financial Statements and Exhibits.</U>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">
<TR style="font-size: 10pt" valign="top">
  <TD align="left" width="4%">Exhibit</TD>
  <TD nowrap align="left" width="3%">&nbsp;</TD>
  <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD align="left" width="4%"><U>Number</U></TD>
  <TD nowrap align="left" width="3%">&nbsp;</TD>
  <TD><U>Description</U></TD>
</TR>

<TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD align="left" width="4%">99.1</TD>
  <TD nowrap align="left" width="3%">&nbsp;</TD>
  <TD>Retirement and Non-Competition Agreement effective as of October 10, 2008 between Jeffrey A. Rein and Walgreen Co.</TD>
</TR>
</TABLE>


<P style="font-size: 10pt" align="center"><U>SIGNATURE</U>

<P style="font-size: 10pt" align="left">Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
<BR>
&nbsp;

<P style="font-size: 10pt; margin-left: 55%" align="left"><B>WALGREEN CO.</B>

<P style="font-size: 10pt" align="left">Date:&nbsp;October&nbsp;17, 2008

<P style="margin-top: -11pt; font-size: 10pt; margin-left: 55%" align="left">By:
<U>/s/ Dana I. Green&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Name: Dana I. Green<BR>
Title: Senior Vice President,<BR> General Counsel and Corporate Secretary

<P style="font-size: 10pt" align="center">

<P style="display: none; font-size: 10pt" align="center">3
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<P style="font-size: 10pt" align="center"><U>EXHIBIT INDEX</U>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">
<TR style="font-size: 10pt" valign="top">
  <TD align="left" width="4%">Exhibit</TD>
  <TD nowrap align="left" width="3%">&nbsp;</TD>
  <TD>&nbsp;</TD>
</TR>
<TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD align="left" width="4%"><U>Number</U></TD>
  <TD nowrap align="left" width="3%">&nbsp;</TD>
  <TD><U>Description</U></TD>
</TR>

<TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD align="left" width="4%">99.1</TD>
  <TD nowrap align="left" width="3%">&nbsp;</TD>
  <TD>Retirement and Non-Competition Agreement effective as of October&nbsp;10, 2008 between Jeffrey A. Rein and Walgreen Co.</TD>
</TR>
</TABLE>



<P style="font-size: 10pt" align="center">

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{"company-data": {"conformed-name": "WALGREEN CO", "cik": "0000104207", "assigned-sic": "5912", "irs-number": "361924025", "state-of-incorporation": "IL", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00604", "film-number": "081130088"}, "business-address": {"street1": "200 WILMOT RD", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "8479402500"}, "mail-address": {"street1": "200 WILMOT RD", "city": "DEERFIELD", "state": "IL", "zip": "60015"}}
Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): October 10, 2008
WALGREEN CO.
(Exact name of
registrant as specified in its charter)
Illinois
1-604
36-1924025
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
200 Wilmot Road, Deerfield, Illinois
60015
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(847)
940-2500
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On October 10, 2008, Jeffrey A. Rein retired as Chairman,
Chief Executive Officer and a director of Walgreen Co. (the "Company").
On the same date, the Board of Directors of the Company named
Alan G. McNally Chairman and Acting Chief Executive Officer. Mr. McNally, 62, has served as lead director of the
Company's Board of Directors since January 2008 and has served as a director since 1999. Mr. McNally
also serves as Special Advisor to Harris Financial Corporation (formerly Bankmont Financial Corporation), a position he
has held since January 2007. Mr. McNally was Chairman of the Board of Harris Financial Corporation from
April 1998 to May 2006, and a director from May 2006 to December 2006. Mr. McNally was Senior
Advisor to TeleTech North America from February 2003 to September 2006. Mr. McNally was Chairman of the
Board of Harris Trust and Savings Bank and Harris Bankcorp, Inc. from April 1995 until January 2004.
Mr. McNally was Chief Executive Officer of Harris Trust and Savings Bank and Harris Bankcorp, Inc. from
September 1993 to September 2002 and Bankmont Financial Corporation from April 1998 to September 2002,
and Vice Chair of Bank of Montreal from 1990 to September 2002.
During the period Mr. McNally serves as Acting Chief
Executive Officer and in lieu of his compensation as a non-employee director and as lead director, he will receive a
salary at an annual rate of $1,200,000 and will be eligible for an annual bonus under the Walgreen Co. Management
Incentive Plan. The Chief Executive Officer bonus target approved by the Compensation Committee of the Board of
Directors for fiscal year 2009 is equal to 125% of salary and will be prorated for the period Mr. McNally serves
as Acting Chief Executive Officer. Mr. McNally was also granted 120,000 stock options and 26,600 restricted stock
units (RSUs) on October 10, 2008. Fifty percent of the stock options and RSUs granted will vest on the earlier of
April 10, 2009 or the date when a successor chief executive officer assumes that position. An additional 1/12 of
each grant will vest at the end of each full month of continued employment as Acting Chief Executive Officer after
April 10, 2009. If Mr. McNally's employment as Acting Chief Executive Officer terminates prior to the
full vesting of these grants, the Compensation Committee may accelerate the vesting of some or all of the remaining
unvested stock options and RSUs, at its discretion. The stock options will be exercisable until five years after the
later of the end of Mr. McNally's employment or his retirement from the Board of Directors, provided that
they will not be exercisable after the tenth anniversary of the grant date. Mr. McNally will not be eligible for
any other long-term incentives.
In consideration of Mr. McNally's agreeing to serve
immediately as Acting Chief Executive Officer, the Board of Directors has agreed to reimburse Mr. McNally for
certain expenses that he had previously incurred for travel that he will be unable to complete as a result of his
service and certain other incidental costs that he might incur as a result of his service as Acting Chief Executive
Officer. Mr. McNally will also be eligible to participate in certain of the Company's employee benefit and fringe
benefit plans and programs generally applicable to senior executives.
The Board of Directors has formed a special committee,
comprised of William C. Foote, chair of the Board's Nominating and Governance Committee, James A. Skinner, chair
of the Compensation Committee, and Mr. McNally, to lead a nationwide search for a permanent Chief Executive
Officer. The special committee will be considering both internal and external candidates.
Mr. Rein and the Company have entered into a Retirement
and Non-Competition Agreement to confirm the terms of Mr. Rein's retirement from the Company. The full text of
the Agreement is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The
material terms of the Agreement are as follows:
•
As a retiring executive at or above the Senior Vice President level, Mr. Rein is entitled to various
retirement benefits, including payment of all accrued vacation and six months of continued base salary, bonus and
benefits. In addition, in recognition of Mr. Rein's years of service and dedication to the Company and in
exchange for Mr. Rein's non-competition and other obligations under the Agreement, the Compensation
Committee approved an additional six months of base salary, bonus and benefits.
•
Mr. Rein's annual bonus will be paid at the target level for fiscal year 2009 and the applicable
portion of fiscal year 2010.
•
Mr. Rein has agreed to non-competition restrictions for the entire period of continued vacation and
retirement pay and benefits, and then more limited non-competition restrictions for six
months thereafter.
•
Mr. Rein's long-term incentives and other employee and executive benefits will be provided in
accordance with the terms of the underlying plans, programs and award agreements, based on his retirement from the
Company.
Item 9.01
Financial Statements and Exhibits.
Exhibit
Number
Description
99.1
Retirement and Non-Competition Agreement effective as of October 10, 2008 between Jeffrey A. Rein and Walgreen Co.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WALGREEN CO.
Date: October 17, 2008
By:
/s/ Dana I. Green
Name: Dana I. Green
Title: Senior Vice President,
General Counsel and Corporate Secretary
EXHIBIT INDEX
Exhibit
Number
Description
99.1
Retirement and Non-Competition Agreement effective as of October 10, 2008 between Jeffrey A. Rein and Walgreen Co.