AMENDMENT NUMBER FIVE TO THE WALGREEN CO. STOCK PURCHASE/OPTION PLAN (Share Walgreens)

Exhibit 10(b)

Effective October 11, 2006, Section 4.3 of the Plan is amended in its entirety to read as follows:

"4.3 Changes in Capitalization. In the event of any change (increase or decrease) in the outstanding shares of the Company by reason of a stock dividend, recapitalization, merger, consolidation, stock split, split up, spin off, combination or exchange of shares, reorganization, liquidation, or other change in corporate capitalization, the aggregate number and class of Shares that may be purchased or delivered under this Plan, the number, class and/or price of outstanding Plan Shares, the number and class of Shares subject to each outstanding Option, and the Option prices shall be appropriately and proportionately adjusted by the Committee to prevent dilution or enlargement of rights and preserve the value of outstanding awards; provided that fractional Shares shall be rounded to the nearest whole Share. The Committee’s determination shall be final and conclusive."