Exhibit T3A.2.52

[SEAL]

ARTICLES OF INCORPORATION

OF

RITE AND OF KENTUCKY, INC.

We, the undersigned, acting as incorporators of a corporation under the Kentucky Business Corporation Act, adopt the following Articles of Incorporation for such corporation:

FIRST: The name of the corporation is RITE AID OF KENTUCKY, INC.

SECOND: The period of its duration is perpetual.

THIRD: The purpose or purposes for which the corporation is organized are:

To engage in the transaction of any or all lawful business for which corporations may be incorporated under the provisions of the Kentucky Business Corporation Act.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is one thousand (1,000) of the par value of One Dollar ($1.00) each.

FIFTH: Provisions limiting, denying or enlarging to shareholders the preemptive right to acquire additional or treasury shares of the corporation are:

No stockholder of this corporation shall by reason of his holding shares of any class have any pre-emptive or preferential [ILLEGIBLE] to purchase or subscribe to any shares of any class of this corporation, now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares, of such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such stockholder, other than such rights, if any, as the board of directors, in its discretion from time to time may grant, and at such price as the board of directors in its discretion may fix; and the board of directors may issue shares of any class of this corporation, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares of any class, either in whole or in part, to the existing stockholders of any class.

SIXTH: The post office address of its initial registered office in Kentucky Home Life Building, c/o C T Corporation System, Louisville, Kentucky 40202, and the name of its initial registered agent as such address is C T Corporation System.

SEVENTH: The number of directors constituting the initial board of directors of the corporation is three (3) and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	POST OFFICE ADDRESS
Alex Grass	Trindle Road and Railroad Ave. Shiremanstown, Pa. 17091
Louis Lehrman	Trindle Road and Railroad Ave. Shiremanstown, Pa. 17091
David Sommer	Trindle Road and Railroad Ave. Shiremanstown, Pa. 17091

EIGHTH: The name and post office address of each incorporator is:

NAME	POST OFFICE ADDRESS
Mark MacQueen	123 S. Broad St. Phila., Pa. 19109