8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 30, 2008 (September 24, 2008)

RITE AID CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-5742	23-1614034
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

30 Hunter Lane, Camp Hill, Pennsylvania	17011
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code     (717) 761-2633

None

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Rite Aid Corporation (the "Company") announced today that, effective as of September 24, 2008, John T. Standley will return to the Company as President and Chief Operating Officer ("COO") and said it had appointed Frank G. Vitrano to the combined role of Senior Executive Vice President, Chief Financial Officer ("CFO") and Chief Administrative Officer ("CAO"). Mr. Standley will assume the role of President from Mary Sammons, who remains Chairman and CEO. As COO, Standley will replace Robert J. Easley, who left the Company, effective as of September 24, 2008. Mr. Vitrano's new role at the Company combines the functions of CFO and CAO.  The outgoing CFO, Kevin Twomey, and the outgoing CAO, Pierre Legault, left the Company, effective as of September 24, 2008.

Both Mssrs. Standley and Vitrano were most recently at Pathmark Stores, Inc., where Mr. Standley was Chief Executive Officer and Board Director from 2005 through 2007. Mr. Vitrano, 53, served in a variety of positions during a 35-year career at Pathmark, where he was most recently President, CFO and Treasurer from 2002 to 2007. Mr. Standley, 45, has intimate knowledge of Rite Aid’s operations gained during six years at the Company between 1999 and 2005, serving as Senior Executive Vice President and Chief Administrative Officer from June 2002 until August 2005, and, in addition, as CFO from January 2004 until August 2005.  During that period, Mr. Standley oversaw the implementation of new financial controls and was integrally involved in the development of the Company’s current information systems, real estate strategy and compliance programs.  He also has served for the past several months in an advisory capacity to the Company.

In connection with his appointment, Mr. Standley has entered into an employment agreement with the Company running for a two year period, to be renewed automatically for additional one-year periods.  Mr. Standley's compensation package includes an annual base salary of $900,000 and he is eligible to earn a target bonus of 125% of his annual base salary at the end of fiscal 2009 based on the Company's achievement of fiscal 2009 bonus plan targets.  The Company has also granted Mr. Standley an option to purchase 3,500,000 shares of the Company's common stock with an exercise price of $0.96 per share, vesting annually in four equal increments, which may be accelerated under certain circumstances.  Mr. Standley will also enter the Company's Executive Equity Plan (the "EEP") which may award a mix of additional options at the closing price of the Company's common stock on the date of grant and other equity and cash incentives (as determined by the Company's Compensation Committee).  Upon the occurrence of a Change in Control of the Company, as defined in Mr. Standley's employment agreement, the option to purchase 3,500,000 shares of common stock, in addition to any options awarded under the EEP, shall immediately vest.  In addition, Mr. Standley's employment agreement also contains certain non-competition provisions as well as severance provisions for compensation in the event of his termination with or without cause, as defined in the agreement.  In the event of termination without cause, Mr. Standley's severance compensation includes payment of an amount equal to two times the sum of his base salary and annual target bonus and immediate vesting of certain of his stock option awards.

Mr. Vitrano has also entered into an employment agreement with the Company running for a two year period, to be renewed automatically for additional one-year periods.  Mr. Vitrano's compensation package includes an annual base salary of $700,000 and he is eligible to earn a target bonus of 110% of his annual base salary at the end of fiscal 2009 based on the Company's achievement of fiscal 2009 bonus plan targets.  The Company has also granted Mr. Vitrano an option to purchase 1,400,000 shares of the Company's common stock with an exercise price of $0.96 per share, vesting annually in four equal increments, which may be accelerated under certain circumstances.  Mr. Vitrano will also enter the Company's EEP which may award a mix of additional options at the closing price of the Company's common stock on the date of grant and other equity and cash incentives (as determined by the Company's Compensation Committee).  Upon the occurrence of a Change in Control of the Company, as defined in Mr. Vitrano's employment agreement, the option to purchase 1,400,000 shares of common stock shall immediately vest.  In addition, Mr. Vitrano's employment agreement also contains certain non-competition provisions as well as severance provisions for compensation in the event of his termination with or without cause, as defined in the agreement.  In the event of termination without cause, Mr. Vitrano's severance compensation includes payment of an amount equal to two times the sum of his base salary and annual target bonus and immediate vesting of certain of his stock option awards.

     On September 30, 2008, Jerry Mark deBruin notified the Company that he is leaving his position as the Company's Executive Vice President, Pharmacy effective immediately. His responsibilities included pharmacy purchasing, pharmacy acquisitions, managed care, government affairs and pharmacy business development, which will report to John Standley, President and COO, until a successor is appointed.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

99.1           Registrant's Press Release, September 25, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RITE AID CORPORATION
Dated: September 30, 2008	By:	/s/ Robert B. Sari
		Name:	Robert B. Sari
		Title:	Executive Vice President,
			General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Registrant's Press Release dated September 25, 2008

EX-99.1

Press Release

For Further Information Contact:

INVESTORS:	MEDIA:
investor@riteaid.com	Karen Rugen
	(717) 730-7766

FOR IMMEDIATE RELEASE

RITE AID ANNOUNCES KEY APPOINTMENTS TO STRENGTHEN

SENIOR LEADERSHIP TEAM

John Standley Returns to Rite Aid, Named President and Chief Operating Officer

Frank Vitrano Joins Company as Chief Financial Officer and Chief Administrative Officer

Appointments Will Help Rite Aid Execute Strategy to Invigorate Sales, Reduce Costs

and Strengthen Financial Position

CAMP HILL, PA – September 25, 2008 – Rite Aid Corporation (NYSE: RAD) announced today that

John T. Standley will return to the company as President and Chief Operating Officer (COO) and said it had appointed Frank G. Vitrano to the combined role of Chief Financial Officer (CFO) and Chief Administrative Officer (CAO).

Both men were previously at Pathmark Stores, Inc., a $4.0 billion regional supermarket chain with a strong pharmacy business, where Standley was Chief Executive Officer and Board Director from 2005 through 2007 and Vitrano most recently served as President, CFO and Treasurer from 2002 through 2007.

Standley and Vitrano will report directly to Mary Sammons, Rite Aid’s Chairman and Chief Executive Officer.  The appointments are effective immediately.

“This is the right time for these changes as Rite Aid focuses on delivering strong value for shareholders, suppliers, customers and associates in a challenging business environment.  With the integration of Brooks Eckerd behind us and same store sales in the acquired stores continuing to trend upward, the key task before us is to drive profitable growth,” Sammons said.

She added, “John and Frank are seasoned executives who have proven they can work through challenging situations and achieve growth and value through a combination of operational excellence, commitment to a high level of service and effective cost management.  With these new appointments, Rite Aid can build on the foundation we have in place and sharpen our focus on invigorating sales, reducing costs and strengthening our overall financial position.  It is even more important to do this now so we can best capitalize on the opportunities ahead for our business.”

– MORE –

Rite Aid Press Release – page 2

At Pathmark, Standley, 45, engineered and led the successful turnaround and sale of the company to The Great Atlantic & Pacific Tea Company, Inc., (A&P) in 2007.  He has intimate knowledge of Rite Aid’s operations gained during six years at the company between 1999 and 2005, serving most recently as Senior Executive Vice President, CFO and CAO.  During that period, Standley oversaw the implementation of new financial controls and was integrally involved in the development of the company’s current information systems, real estate strategy and compliance programs.  He also has served for the past several months in an advisory capacity to the company and will assume the role of President from Mary Sammons, who remains Chairman and CEO.  As COO, Standley will replace Robert J. Easley, who is leaving the company to pursue other interests.

“John is a proven leader with a broad-based financial background, backed by hands-on operational experience in a 23-year career in the retail grocery and pharmacy industry.  He spearheaded a remarkable success story at Pathmark; and while at Rite Aid earlier this decade, he was a key member of the team that helped turn around our operating results.  I am confident that he is ready to hit the ground running,” Sammons said.

Vitrano, 53, served in a variety of positions during a 35-year career at Pathmark, where he was President, CFO and Treasurer from 2002 to 2007.  Among his many achievements, he was instrumental in driving the company’s rebound and sale to A&P during 2005 to 2007, reporting to Standley.  His new role at Rite Aid combines the functions of CFO and CAO, which will help the company further improve operational efficiency.  The outgoing CFO, Kevin Twomey, and the outgoing CAO, Pierre Legault, are both leaving Rite Aid to pursue other opportunities.

“Frank’s track record of success across a range of operating and financial disciplines – from implementing cost savings initiatives to engineering debt and credit facilities – will serve Rite Aid well as we move forward.  He forged a strong partnership with John at Pathmark, which will enable them to begin working quickly with me to deliver results for the company,” Sammons said.  “I would like to thank Rob, Kevin and Pierre for their dedicated service and contributions to Rite Aid and wish them well.”

Rite Aid Corporation is one of the nation’s leading drugstore chains with more than 4,900 stores in 31 states and the District of Columbia.  Information about Rite Aid, including corporate background and press releases, is available through the company’s website at http://www.riteaid.com.

This press release contains forward-looking statements, including guidance, which are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include our high level of indebtedness; our ability to make interest and principal payments on our debt and satisfy the other covenants contained in our senior secured credit facility and other debt agreements; our ability to improve the operating performance of our stores in accordance with our long term strategy, our ability to realize the benefits of the Brooks Eckerd acquisition, including positive same store sales growth for Brooks Eckerd and cost savings; our ability to hire and retain pharmacists and other store personnel; the efforts of private and public third-party payors to reduce prescription drug reimbursements and encourage mail order; competitive pricing pressures, including aggressive promotional activity from our competitors; our ability to manage expenses, including integration expenses; our ability to realize the benefits from actions to further reduce costs and investment in working capital; continued consolidation of the drugstore industry; changes in state or federal legislation or regulations; the outcome of lawsuits and governmental investigations; general economic conditions and inflation and  interest rate movements and  access to capital, including our continuing ability to complete sale and leaseback transactions.  Consequently, all of the forward-looking statements made in this press release, including our guidance, are qualified by these and other factors, risks and uncertainties.  Readers are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. Forward-looking statements can be identified through the use of words such as "may", "will", "intend", "plan", "project", "expect", "anticipate", "could", "should", "would", "believe", "estimate", "contemplate", and "possible".

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