0001193125-04-207162 Sample Contracts

LONGS DRUG STORES CORPORATION
Longs Drug Stores • December 3rd, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores

Longs Drug Stores Corporation (the “Company”) desiring to provide you, <<Name>>, with a proprietary interest in the success of the Company and its subsidiaries, and an incentive to continue to perform services with the Company or a Subsidiary thereof, hereby grants, as of <<Date>>, and you hereby accept, subject to all the terms and conditions of this Agreement, <<Shares>> restricted shares of the Common Shares of the Company (the “Award”). This Award is subject to the Longs Drug Stores Corporation 1995 Long-Term Incentive Plan, which is incorporated herein by this reference, and the following terms and conditions:

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LONGS DRUG STORES CORPORATION NON-EXECUTIVE LONG-TERM INCENTIVE PLAN STOCK OPTION AGREEMENT
Longs Drug Stores Corporation • December 3rd, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California

THIS AGREEMENT, made as of the [ ] day of [ ] 200 (the “Grant Date”), by and between LONGS DRUG STORES CORPORATION, having its principal office at 141 North Civic Drive, Walnut Creek, California 94596 (the “Company”) and [ ], (the “Optionee”) an employee of Longs Drug Stores California, Inc. (the “Subsidiary”).

LONGS DRUG STORES CORPORATION NON-EXECUTIVE LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • December 3rd, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores

Longs Drug Stores Corporation (the “Company”) desiring to provide you, <<Name>>, with a proprietary interest in the success of the Company and its subsidiaries, and an incentive to continue to perform services with the Company or a Subsidiary thereof, hereby grants, as of <<Date>>, and you hereby accept, subject to all the terms and conditions of this Agreement, <<Shares>> restricted shares of the Common Shares of the Company (the “Award”). This Award is subject to the Longs Drug Stores Corporation Non-Executive Long-Term Incentive Plan, which is incorporated herein by this reference, and the following terms and conditions:

LONGS DRUG STORES CORPORATION
Longs Drug Stores • December 3rd, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California

THIS AGREEMENT, made as of the [ ] day of [ ] 200 (the “Grant Date”), by and between LONGS DRUG STORES CORPORATION, having its principal office at 141 North Civic Drive, Walnut Creek, California 94596 (the “Company”) and [ ], (the “Optionee”) an employee of Longs Drug Stores California, Inc. (the “Subsidiary”) [a member of the Company’s Board of Directors].

LONGS DRUG STORES CORPORATION
Long Term Incentive Plan Stock Option Agreement • December 3rd, 2004 • Longs Drug Stores Corp • Retail-drug stores and proprietary stores • California

THIS AGREEMENT, made as of the [ ] day of [ ] 200 (the “Grant Date”), by and between LONGS DRUG STORES CORPORATION, having its principal office at 141 North Civic Drive, Walnut Creek, California 94596 (the “Company”) and [ ], (the “Optionee”) an employee of Longs Drug Stores California, Inc. (the “Subsidiary”).

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