AMENDMENT NO. 1 TO

                              EMPLOYMENT AGREEMENT



         THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, by and between Rite Aid

Corporation, a Delaware corporation (the "Company") and Robert G. Miller

("Executive") is entered into as of the 7th day of May, 2001 (the "Effective

Date").



         WHEREAS, Executive and the Company have previously entered into that

certain Employment Agreement, dated as of December 5, 1999, as supplemented by

side letter dated April 5, 2000 between counsel (the "Employment Agreement");

and



         WHEREAS, the Company wishes to provide Executive additional bonus

compensation to further incentivize Executive to remain in the employment of the

Company;



         NOW, THEREFORE, in consideration of the mutual premises set forth

herein, and other good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged, the Company and Executive hereby agree as

follows:



         1. Amendment to Employment Agreement. As of the Effective Date, the

Employment Agreement is hereby amended to incorporate by reference therein a new

Appendix B, which is attached hereto as Exhibit 1.



         2. Employment Agreement to Remain in Effect. Except as modified by this

Amendment No. 1, the Employment Agreement shall remain in full force and effect

in accordance with its terms. Without limiting the generality of the foregoing,

the Additional Incentive Bonus payable to Executive as provided in Exhibit 1

shall not in any way limit and is not in derogation of the Company's obligations

to fully indemnify Executive for fees, costs and expenses and any other matters

(including the Kroger Suit referred to in Exhibit 1) pursuant to Section 3(f) of

the Employment Agreement. In the event of a conflict between the provisions of

this Amendment No. 1 and the Employment Agreement, this Amendment No. 1 shall be

controlling.



         3. Capitalized Terms. Capitalized terms used herein or in Exhibit 1 and

not otherwise defined shall have the respective meanings set forth in the

Employment Agreement.



         4. Fees and Expenses. Promptly following the execution and delivery of

this Amendment No. 1 by Executive, the Company shall reimburse Executive for

legal fees and expenses incurred by Executive in negotiating and entering into

this Amendment No. 1 (and incidental matters contemplated hereby).



                                       1



<PAGE>



         IN WITNESS WHEREOF, Executive has hereunto set Executive's hand and,

pursuant to due authorization, the Company has caused this Amendment No. 1 to be

executed in its name and on its behalf, all as of the date and year first above

written.





                                           RITE AID CORPORATION





                                           By   /s/ Elliot Gerson

                                              --------------------------------

                                           Its Senior Executive Vice President



                                            /s/ Robert G. Miller

                                           -----------------------------------

                                           Robert G. Miller





                                       2



<PAGE>

                                    Exhibit 1



                                   APPENDIX B



         1. Entitlement to Incentive Bonus. In addition to the bonus and other

compensation provided in the Employment Agreement, the Company shall pay

Executive an incentive bonus in the amount set forth in Section 2 below (the

"Additional Incentive Bonus") on or within 5 days after the date first described

below:



             (a) The Additional Incentive Bonus shall be paid on January 1,

2002, if Executive is either an employee or a member of the Board of Directors

of the Company on that date; or



             (b) The Additional Incentive Bonus shall be paid on the Date of

Termination under the Employment Agreement, if Executive's employment is

terminated, prior to, January 1, 2002 (i) by reason of Executive's death or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC