X0306 4/A 2012-07-11 2012-07-12 0000104207 WALGREEN CO WAG 0001362276 DAVIS STEVEN A WALGREEN CO. 108 WILMOT ROAD DEERFIELD IL 60015 1 0 0 0 Phantom Stock Units 2012-07-11 4 A 0 760.579 29.94 A Common Stock 760.579 19869 D The phantom stock is issued under the Walgreen Co. Nonemployee Director Stock Plan and converts into the cash value of the company's common stock on a one-for-one basis. This Form 4 is being amended due to an inadvertent administrative error in connection with the transition in the reporting person's responsibilities announced in July 2012. The number of phantom stock units acquired has been revised to reflect the pro rata compensation attributable to the reporting person beginning service as chair of the Nominating and Governance Committee effective July 11, 2012. To be settled in two installments, the first of which occurs within thirty days following termination of service as a director, and the second, one year after the first settlement date. Includes phantom stock units issued in lieu of dividends (through June 12, 2012) on outstanding phantom stock units. /s/ Mark L. Dosier, attorney-in-fact 2012-10-12