Exhhibit 10.15


























                              RITE AID CORPORATION

                        SPECIAL EXECUTIVE RETIREMENT PLAN

                             Effective March 1, 2001






                                Table of Contents


Purpose    1

ARTICLE 1 Definitions........................................................1

ARTICLE 2 Participation......................................................3
   2.1     Participation in the Plan.........................................3
   2.2     Enrollment Requirements...........................................3
   2.3     Commencement of Participation.....................................3

ARTICLE 3 Crediting..........................................................3
   3.1     Crediting of Account Balances.....................................3
   3.2     FICA and Other Taxes..............................................4
   3.3     Establishment of Trust............................................4

ARTICLE 4 Unforeseeable Financial Emergencies; Withdrawal Election...........4
   4.1     Withdrawal Payout for Unforeseeable Financial Emergency...........4
   4.2     Withdrawal Election...............................................4

ARTICLE 5 Termination Benefit................................................5
   5.1     Payment of Termination Benefit....................................5
   5.2     Installment Payments..............................................5

ARTICLE 6 Beneficiary Designation............................................5
   6.1     Beneficiary.......................................................5
   6.2     Beneficiary Designation; Change...................................5
   6.3     Acknowledgment....................................................5
   6.4     No Beneficiary Designation........................................5
   6.5     Doubt as to Beneficiary...........................................6

ARTICLE 7 Termination, Amendment or Modification.............................6
   7.1     Termination.......................................................6
   7.2     Amendment.........................................................6
   7.3     Effect of Payment.................................................6

ARTICLE 8 Administration.....................................................6
   8.1     Committee Duties..................................................6
   8.2     Agents............................................................6
   8.3     Indemnification of Committee......................................6

ARTICLE 9 Other Benefits and Agreements......................................7
   9.1     Coordination with Other Benefits..................................7

ARTICLE 10 Claims Procedures.................................................7
   10.1    Presentation of Claim.............................................7
   10.2    Notification of Decision..........................................7


                                       i




   10.3    Review of a Denied Claim..........................................7
   10.4    Decision on Review................................................8
   10.5    Legal Action......................................................8

ARTICLE 11 Miscellaneous.....................................................8
   11.1    Unsecured General Creditor........................................8
   11.2    Company's Liability...............................................8
   11.3    Nonassignability..................................................8
   11.4    Furnishing Information............................................9
   11.5    Terms.............................................................9
   11.6    Captions..........................................................9
   11.7    Governing Law.....................................................9
   11.8    Notice............................................................9
   11.9    Successors........................................................9
   11.10   Spouse's Interest................................................10
   11.11   Validity; No Waiver..............................................10
   11.12   Incompetent......................................................10
   11.13   Court Order......................................................10
   11.14   Distribution in the Event of Taxation............................10
   11.15   Taxes and Withholding............................................10












                                       ii




                              RITE AID CORPORATION

                        SPECIAL EXECUTIVE RETIREMENT PLAN

                             EFFECTIVE MARCH 1, 2001

                                     PURPOSE

                  The purpose of this Plan is to provide supplemental retirement
benefits to a select group of management employees of Rite Aid Corporation, a
Delaware corporation (the "Company"). This Plan is being adopted pursuant to
employment agreements between such management employees and the Company and is
intended to constitute an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees for purposes of ERISA and the Code.

                                   ARTICLE 1

                                   DEFINITIONS

                  For purposes hereof, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, his or
         Deferral Account. This balance shall be a bookkeeping entry only and
         shall be utilized solely for the measurement and determination of the
         amounts to be paid to the Participant and his or her Beneficiaries
         pursuant to the Plan. Each Participant shall at all times be fully
         vested in his or her account balance.

1.2      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 6, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

1.3      "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.4      "Board" shall mean the board of directors of the Company.

1.5      "Claimant" shall have the meaning set forth in Section 10.1.

1.6      "Code" shall mean the Internal Revenue Code of 1986, as amended from
         time to time.

1.7      "Committee" shall mean the committee described in Article 8.

1.8      "Company" shall mean Rite Aid Corporation, a Delaware corporation.

1.9      "Deferral Account" shall mean (i) the sum of all of a Participant's
         Monthly Deferral Amounts, plus (ii) such additional amounts as are
         debited or credited to the Deferral



                                       1




         Account in accordance with Section 3.1, less (iii) all distributions
         made to the Participant or his or her Beneficiary pursuant to this
         Plan that relate to his or her Deferral Account. A separate Deferral
         Account shall be maintained for each Participant. This Account shall
         be a bookkeeping entry only and shall be utilized solely for the
         measurement and determination of the amounts to be paid to the
         Participant or his or her Beneficiary pursuant to this Plan.

1.10     "Deferral Account Relating to a Plan Year" shall mean (i) a
         Participant's aggregate Monthly Deferral Amounts relating to a calendar
         year (or portion thereof) during which this Plan is in effect, plus
         (ii) such additional amounts as may be debited or credited with respect
         to such amounts in accordance with Section 3.1, less (iii) any
         distributions relating thereto.

1.11     "Employment Agreement" with respect to each Participant shall mean, as
         applicable, that certain employment agreement dated December 5, 1999,
         between that Participant and the Company, including all exhibits
         thereto, as the same may be amended from time to time.

1.12     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as amended.

1.13     "Measurement Funds" shall mean the group of mutual funds or other
         investment categories, options or indices which the Company shall
         prescribe in writing by notice given to the Participants.

1.14     "Monthly Deferral Amount" shall mean the amount set forth in Schedule A
         hereto, to be credited to the Deferral Account on the first day of each
         month during the Employment Period (as defined in the Employment
         Agreement).

1.15     "Participant" shall mean, as applicable, Robert G. Miller, Mary F.
         Sammons, David R. Jessick and John T. Standley.

1.16     "Plan" shall mean this Special Executive Retirement Plan, which shall
         be evidenced by this instrument, as the same may be amended from time
         to time.

1.17     "Termination of Employment" shall mean the ceasing of a Participant's
         employment with the Company, voluntarily or involuntarily, for any
         reason.

1.18     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, as determined in good
         faith by the Committee.






                                       2





                                   ARTICLE 2

                                  PARTICIPATION

2.1 PARTICIPATION IN THE PLAN. Each Participant shall participate in the Plan on
the terms and conditions set forth herein. No other person shall participate in
this Plan.

2.2 ENROLLMENT REQUIREMENTS. Each Participant shall complete, execute and return
to the Committee a Beneficiary Designation Form. The Committee may also
establish from time to time such other enrollment requirements as it reasonably
determines are necessary for purposes of the Plan.

2.3 COMMENCEMENT OF PARTICIPATION. Each Participant shall commence participation
in the Plan as of the effective date hereof.


                                   ARTICLE 3

                                    CREDITING

3.1 CREDITING OF ACCOUNT BALANCES. Each Participant shall at all times be fully
vested in the value of his or her Account Balance. In accordance with, and
subject to, such reasonable rules and procedures as may from time to time be
established by the Committee, amounts shall be credited to or debited from a
Participant's Account Balance in accordance with the following rules:

     (a)  Measurement Funds. Each Participant shall have the right, from time to
          time, to select those Measurement Funds in which his or her Account
          Balance shall be deemed to be invested, upon which to base a crediting
          rate for the purpose of crediting or debiting amounts to the
          Participant's Account Balance. The Participant shall provide two
          business days' notice to the Company prior to making any change in the
          deemed investment of his or her Account Balance, but shall not in any
          event be permitted to make such changes to the extent the Company
          would not be able to make corresponding changes to its actual
          investment of funds, if any, it being understood that the Company
          shall be under no obligation to invest funds in the same manner as any
          Participant's deemed investment of his or her Account Balance.

     (b)  Crediting or Debiting Method. A Participant's Account Balance shall be
          credited or debited on a daily basis, based on the performance of the
          selected Measurement Funds. To the extent necessary to comply with
          applicable insurance laws, Monthly Deferral Amounts shall be deemed to
          be invested at a money market rate of return prior to the expiration
          of any applicable waiting period, and shall be deemed invested in the
          applicable Measurement Funds from and after the expiration of such
          waiting period.

     (c)  No Actual Investment. Notwithstanding any other provision of this
          Plan, the Measurement Funds are to be used for measurement purposes
          only, and the crediting or debiting of amounts to a Participant's
          Account Balance shall not be (i) considered or construed in any manner
          as an actual investment of his or her Account Balance in any
          Measurement Fund, nor (ii) as giving rise to the segregation of funds



                                       3




          for the Participant. In the event that the Company, in its own
          discretion, decides to invest funds in any Measurement Fund; and/or
          through investments held under the Trust described in Section 3.3
          hereof, no Participant shall have any rights in or to any such Fund or
          such investments. Without limiting the foregoing, a Participant's
          Account Balance shall at all times be a bookkeeping entry only and
          shall not represent any investment made on his or her behalf by the
          Company; the Participant shall at all times remain an unsecured
          creditor of the Company with respect to his or her entitlement to
          benefits hereunder.

3.2 FICA AND OTHER TAXES. The Company shall withhold the Participant's share of
FICA and any other employment taxes or other amounts required to be withheld
from or with respect to Monthly Deferral Amounts in such reasonable manner as
the Company deems appropriate.

3.3 ESTABLISHMENT OF TRUST. In connection with the adoption of this Plan,
Company has established a Trust pursuant to a Trust Agreement of even date
herewith (the "Trust"). The Company intends to make contributions to said Trust
to assist the Company in discharging its obligations hereunder to the
Participants or their beneficiaries and, in the event of a "Change in Control of
the Company," as that term is defined in Appendix A to the Rite Aid Corporation
Supplemental Executive Retirement Plan, the Company shall, on the Change in
Control date, contribute to the Trust the amount needed to cause the Trust to
have assets equal to the Termination Benefits of all of the Participants.


                                   ARTICLE 4

                      UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

4.1 WITHDRAWAL PAYOUT FOR UNFORESEEABLE FINANCIAL EMERGENCY. If a Participant
experiences an Unforeseeable Financial Emergency, the Participant may petition
the Committee to receive a partial or full payout of his or her Deferral
Account. The amount of the payout shall not exceed the lesser of the
Participant's Deferral Account, or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency. The Committee shall consider each such
request in good faith. If the petition for a payout is approved, such payout
shall be made as promptly as reasonably practicable.

4.2 WITHDRAWAL ELECTION. A Participant (or Beneficiary, if applicable) may
elect, at any time, to withdraw all of his or her Account Balance less a 10%
withdrawal penalty (the net amount shall be referred to as the "Withdrawal
Amount"). This election can be made at any time, before or after Termination of
Employment and whether or not the Participant (or Beneficiary) is in the process
of being paid pursuant to an installment schedule. No partial withdrawals shall
be allowed. The Participant shall make this election by giving the Committee at
least five (5) days advance written notice of the election. The penalty shall be
equal to 10% of the Participant's Account Balance determined immediately prior
to the withdrawal. The Participant shall be paid the Withdrawal Amount in a lump
sum as promptly as reasonably practicable following receipt by the Committee of
the notice of the Withdrawal Election. A Participant who receives a Withdrawal
Amount shall thereupon cease to be a Participant and shall not again be eligible
to be a Participant in this Plan.



                                       4





                                   ARTICLE 5

                               TERMINATION BENEFIT

5.1 PAYMENT OF TERMINATION BENEFIT. Except as provided in Section 5.2, a
Participant whose employment terminates for any reason and under any
circumstances shall receive, as a Termination Benefit, his or her entire Account
Balance determined as of the date of termination of employment in a single lump
sum payment.

5.2 INSTALLMENT PAYMENTS. Notwithstanding the provisions of Section 5.1, a
Participant shall have the right from time to time to file an election with the
Company providing for payment of his or her Account Balance in five (5), ten
(10), or fifteen (15) equal, consecutive annual installments or otherwise at one
or more times following his or her termination of employment. No such election
shall be valid unless made at least one year prior to the actual date of
termination, any purported election made during such one year period shall be
ignored in favor of the most recent such election made at least one year prior
to the actual date of termination, and in default of any such election, the
Termination Benefit shall be paid in a single lump sum.


                                   ARTICLE 6

                             BENEFICIARY DESIGNATION

6.1 BENEFICIARY. Each Participant shall have the right, at any time, to
designate his or her Beneficiary (both primary as well as contingent) to receive
any benefits payable under the Plan upon the death of the Participant. The
Beneficiary designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of the Company in which the
Participant participates.

6.2 BENEFICIARY DESIGNATION; CHANGE. A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form, and
returning it to the Committee or its designated agent. A Participant shall have
the right to change a Beneficiary by completing, signing and otherwise complying
with the terms of the Beneficiary Designation Form and the Committee's rules and
procedures, as in effect from time to time. Upon the acceptance by the Committee
of a new Beneficiary Designation Form, all Beneficiary designations previously
filed shall be cancelled. The Committee shall be entitled to rely on the last
Beneficiary Designation Form filed by the Participant and accepted by the
Committee prior to his or her death.

6.3 ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by the
Committee or its designated agent.

6.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
Beneficiary as provided in Sections 6.1, 6.2 and 6.3 above, or if all designated
Beneficiaries predecease the Participant or die prior to complete distribution
of the Participant's benefits, then the Participant's designated Beneficiary
shall be deemed to be his or her surviving spouse. If the Participant has no
surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the



                                       5




executor or personal representative of the Participant's estate or otherwise as
directed under any applicable living trust or similar instrument of the
Participant.

6.5 DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, the Committee shall have
the right, exercisable in good faith, to cause the Company to withhold such
payments until this matter is resolved to the Committee's satisfaction.


                                   ARTICLE 7

                     TERMINATION, AMENDMENT OR MODIFICATION

7.1 TERMINATION. The Plan shall not be terminated with respect to any
Participant prior to the end of his Employment Period (as defined in the
Employment Agreement) without the express written consent of such Participant.

7.2 AMENDMENT. The Plan shall not be amended or modified in whole or in part
with respect to any Participant without the express written consent of such
Participant.

7.3 EFFECT OF PAYMENT. The full payment of the applicable benefit under Articles
4, 5 and/or 6 of the Plan, whether directly by the Company and/or through the
Trust described in Section 3.3, shall completely discharge all obligations to a
Participant and his or her Beneficiaries under this Plan. Such payment shall
not, however, be in discharge of any remaining deferred compensation obligations
under the applicable Employment Agreement, except as otherwise provided therein.


                                   ARTICLE 8

                                 ADMINISTRATION

8.1 COMMITTEE DUTIES. This Plan shall be administered by a Committee which shall
consist of the Board, or such committee as the Board shall appoint. The
Committee shall have the discretion and authority in good faith to (i) make,
amend, interpret, and enforce all appropriate rules and regulations for the
administration of this Plan and (ii) decide or resolve any and all questions
including interpretations of this Plan, as may arise in connection with the
Plan.

8.2 AGENTS. In the administration of this Plan, the Committee may, from time to
time, employ agents and delegate to them such administrative duties as it sees
fit (including acting through a duly appointed representative) and may from time
to time consult with counsel who may be counsel to the Company.

8.3 INDEMNIFICATION OF COMMITTEE. The Company shall indemnify and hold harmless
each member of the Committee against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with respect
to this Plan, except in the case of willful misconduct by such member of the
Committee.







                                       6




                                   ARTICLE 9

                          OTHER BENEFITS AND AGREEMENTS

9.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant
and such Participant's Beneficiary under the Plan are in addition to any other
benefits available to such Participant under any other plan or program
maintained by the Company. The Plan shall supplement and shall not supersede,
modify or amend any other such plan or program, except as may otherwise be
expressly provided.


                                   ARTICLE 10

                                CLAIMS PROCEDURES

10.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
Participant such Participant or Beneficiary being referred to below as a
"Claimant") may deliver to the Committee a written claim for a determination
with respect to the amounts distributable to such Claimant from the Plan.

10.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimant's claim
within a reasonable time, and shall notify the Claimant in writing:

     (a)  that the Claimant's requested determination has been made, and that
          the claim has been allowed in full; or

     (b)  that the Committee has reached a conclusion contrary, in whole or in
          part, to the Claimant's requested determination, and such notice shall
          set forth in a manner reasonably calculated to be understood by the
          Claimant:

          (i)   the specific reason(s) for the denial of the claim, or any part
                of it;

          (ii)  specific reference(s) to pertinent provisions of the Plan upon
                which such denial was based;

          (iii) a description of any additional material or information
                necessary for the Claimant to perfect the claim, and an
                explanation of why such material or information is necessary;
                and

          (iv)  an explanation of the claim review procedure set forth in
                Section 10.3 below.

10.3 REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the
Claimant's duly authorized representative) may file with the Committee a written
request for a review of the denial of the claim. Thereafter, but not later than
30 days after the review procedure began, the Claimant (or the Claimant's duly
authorized representative):

     (a)  may review pertinent documents;



                                       7




     (b)  may submit written comments or other documents; and/or

     (c)  may request a hearing, which the Committee, in its sole discretion,
          may grant.

10.4 DECISION ON REVIEW. The Committee shall render its decision on review
promptly, and not later than 60 days after the filing of a written request for
review of the denial, unless a hearing is held or other special circumstances
require additional time, in which case the Committee's decision must be rendered
within 120 days after such date. Such decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:

     (a)  specific reasons for the decision;

     (b)  specific reference(s) to the pertinent Plan provisions upon which the
          decision was based; and

     (c)  such other matters as the Committee deems relevant.

10.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of this
Article 10 is a mandatory prerequisite to a Claimant's right to commence any
legal action with respect to any claim for benefits under this Plan. The
resolution of disputes and reimbursement of attorney's fees shall be in
accordance with the terms of Section 10 of the Participant's Employment
Agreement, if any.


                                   ARTICLE 11

                                  MISCELLANEOUS

11.1 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of the Company. Any and all of the Company's
assets shall be, and remain, the general, unpledged unrestricted assets of the
Company. The Company's obligation under the Plan shall be merely that of an
unfunded and unsecured promise to pay money in the future.

11.2 COMPANY'S LIABILITY. The Company's liability for the payment of benefits
shall be defined only by the Employment Agreement, the Plan and any elections
made by the Participant pursuant to the Plan. The Company shall have no
obligation to a Participant under the Plan except as expressly provided in the
Employment Agreement, the Plan and any such election.

11.3 NONASSIGNABILITY. Neither a Participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate, alienate or convey in advance of
actual receipt, the amounts, if any, payable hereunder, or any part thereof,
which are, and all rights to which are expressly declared to be, nonassignable
and non-transferable, except that the foregoing shall not apply to any family
support obligations set forth in a court order. No part of the amounts payable
shall, prior to actual payment, be subject to seizure, attachment, garnishment
or sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.




                                       8




11.4 FURNISHING INFORMATION. A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information requested by
the Committee and take such other actions as may reasonably be requested in
order to facilitate the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as the
Committee may reasonably deem necessary.

11.5 TERMS. Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where they would so
apply; and whenever any words are used herein in the singular or in the plural,
they shall be construed as though they were used in the plural or the singular,
as the case may be, in all cases where they would so apply.

11.6 CAPTIONS. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the meaning or
construction of any of its provisions.

11.7 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the laws of the Commonwealth of
Pennsylvania without regard to its conflicts of laws principles.

11.8 NOTICE. Any notice of filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and hand-delivered,
or sent by registered or certified mail, to the address below:

                                    General Counsel
                                    Rite Aid Corporation
                                    30 Hunter Lane
                                    Camp Hill, PA  17011

         Such Notice shall be deemed given as of the date of delivery or, if
         delivery is made by mail, as of the date shown on the postmark on the
         receipt for registration or certification.

         Any notice or filing required or permitted to be given to a Participant
         under this Plan shall be sufficient if in writing and hand-delivered,
         or sent by mail, to the last known address of the Participant.

11.9 SUCCESSORS. This Plan and all rights of each Participant hereunder shall
inure to the benefit of and be enforceable by the Participant's Beneficiary,
personal or legal representatives, or estate, to the extent any such person
succeeds to the Participant's interests under this Plan. No rights or
obligations of the Company under this Plan may be assigned or transferred except
that the Company shall use its best efforts to require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to
assume and agree to perform the Company's obligations under this Plan in the
same manner and to the same extent that the Company would have been required to
perform them if no such succession had taken place. As used in this Plan, the
"Company" shall mean both the Company as defined above and any successor to its
business and/or assets (by merger, purchase or otherwise) which executes and
delivers the agreement provided for in this Section 11.9 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law or otherwise.





                                       9




11.10 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the
Participant and shall not be transferable by such spouse in any manner,
including but not limited to such spouse's will, nor shall such interest pass
under the laws of intestate succession.

11.11 VALIDITY; NO WAIVER. In the event that any provisions of this Plan shall
be illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and enforced
as if such illegal or invalid provision had never been inserted herein. The
failure of the Company or any Participant to insist upon strict compliance with
any provisions of, or to assert any right under, this Plan shall not be deemed
to be a waiver of such provision or right or of any other provision of or right
under this Plan.

11.12 INCOMPETENT. If the Committee determines in its discretion that a benefit
under this Plan is to be paid to a minor, a person declared incompetent or to a
person incapable of handling the disposition of that person's property, the
Committee may direct payment of such benefit to the guardian, legal
representative or person having the care and custody of such minor, incompetent
or incapable person. The Committee may require proof of minority, incompetency,
incapacity or guardianship, as it may deem appropriate prior to distribution of
the benefit. Any payment of a benefit shall be a payment for the account of the
Participant and the Participant's Beneficiary, as the case may be, and shall be
a complete discharge of any liability under the Plan for such payment amount.

11.13 COURT ORDER. The Committee is authorized to make any payments directed by
court order in any action in which the Plan or the Committee has been named as a
party.

11.14 DISTRIBUTION IN THE EVENT OF TAXATION. If, for any reason, all or any
portion of a Participant's benefit under this Plan becomes taxable to the
Participant prior to receipt, the Company shall promptly distribute to the
Participant immediately available funds in an amount equal to the taxable
portion of his or her benefit (which amount shall not exceed the Participant's
unpaid Account Balance under the Plan).

11.15 TAXES AND WITHHOLDING. The Company shall withhold from any distribution
under this Plan any and all employment and income taxes that are required to be
withheld under applicable law.

                  IN WITNESS WHEREOF, the undersigned has executed this Plan
document on behalf of the Company as of March 22, 2001, the Plan to become
effective as of March 1, 2001.


                                               RITE AID CORPORATION
                                               a Delaware corporation

                                               By:
                                                  ------------------------------
                                               Title:
                                                     ---------------------------



                                       10