COLLATERAL TRUST AND INTERCREDITOR AGREEMENT





                             COLLATERAL TRUST AND INTERCREDITOR AGREEMENT

                      (as amended and modified from time to time, this

                      "Agreement") dated as of June 12, 2000, among RITE

                      AID CORPORATION, a Delaware corporation ("Rite Aid"),

                      each Subsidiary of Rite Aid listed on the signature

                      pages hereto or which becomes a party hereto pursuant

                      to Section 9.11 hereof (each such Subsidiary,

                      individually, a "Subsidiary Guarantor" and,

                      collectively, the "Subsidiary Guarantors"),

                      WILMINGTON TRUST COMPANY, a Delaware banking

                      corporation, as collateral trustee (in such capacity,

                      the "Second Priority Collateral Trustee") for the

                      holders from time to time of the Second Priority Debt

                      Obligations, CITICORP USA, INC., a Delaware

                      corporation ("Citicorp USA"), as collateral agent (in

                      such capacity, the "Senior Collateral Agent") for the

                      Senior Secured Parties under the Senior Loan

                      Documents, MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

                      as administrative agent for the RCF Facility Parties

                      under the RCF Facility, the PCS Facility Parties

                      under the PCS Facility Documents and the Exchange

                      Debt Parties under the Exchange Debt Facility

                      Documents, THE PRUDENTIAL INSURANCE COMPANY OF

                      AMERICA, as Security Agent for the Finco Facility

                      Parties under the Finco Facility Documents, STATE

                      STREET BANK AND TRUST COMPANY, as trustee under the

                      Exchange Note Indenture for the holders of the

                      Exchange Notes, and THE SUMITOMO BANK, LIMITED, NEW

                      YORK BRANCH, as Collateral Agent for the Synthetic

                      Lease Parties under the Synthetic Lease Documents.





        Reference is made to the Senior Loan Documents. Each of the

Subsidiary Guarantors has entered into the Senior Subsidiary Guarantee

Agreement, pursuant to which they have, jointly and severally, guaranteed

the Senior Obligations for the benefit of each Senior Secured Party. Each

of the Subsidiary Guarantors has also entered into the Senior Subsidiary

Security Agreement, each Senior Mortgage and each other Senior Collateral

Document to which it is a party to secure, among other things, the Senior

Obligations, including their obligations under the Senior Subsidiary

Guarantee Agreement, and such Subsidiary Guarantors have pledged collateral

to the Senior Collateral Agent under such agreements.



        Reference is made to the Second Priority Debt Documents. Each of

the Subsidiary Guarantors has entered into the Second Priority Subsidiary

Guarantee Agreement, pursuant to which they have, jointly and severally,

guaranteed the Second Priority Debt Obligations for the benefit of each

Second Priority Debt Party. Each of the Subsidiary Guarantors has also

entered into the Second Priority Subsidiary Security Agreement, each Second

Priority Mortgage and each other Second Priority Collateral Document to

which it is a party to secure, among other things, the Second Priority Debt

Obligations, including their obligations under the Second Priority

Subsidiary Guarantee Agreement, and such Subsidiary Guarantors have pledged

collateral to the Second Priority Collateral Trustee under such agreements.



        Rite Aid, the Subsidiary Guarantors, and the Second Priority

Representatives on behalf of the Second Priority Debt Parties, have

requested the Second Priority Collateral Trustee to act as collateral

trustee for the Second Priority Debt Parties hereunder and under the Second

Priority Collateral Documents. The Second Priority Collateral Trustee is

willing to act as collateral trustee for the Second Priority Debt Parties

hereunder and under the Second Priority Collateral Documents on the terms

and subject to the conditions set forth in this Agreement.



        Accordingly, the parties hereto hereby agree as follows:



                                 ARTICLE I



                                DEFINITIONS



        SECTION 1.01 INCORPORATION BY REFERENCE. Capitalized terms used but

not defined herein shall have the meanings assigned to such terms in the

Definitions Annex annexed hereto, which is hereby incorporated by reference

herein with the same effect as set forth in its entirety herein.



        SECTION 1.02. CERTAIN DEFINITIONS. (a) As used in this Agreement,

the capitalized terms defined in the recitals hereto shall have the

meanings specified therein, and the following terms have the meanings

specified below:



        "Collateral Account" is defined in Section 3.01.



        "Definitions Annex" means the Definitions Annex annexed hereto.



        "Distribution Date" means the date on which any funds are

distributed by the Senior Collateral Agent or the Second Priority

Collateral Trustee in accordance with the provisions of Section 4.01.



        "Event of Default" means any "Event of Default" under the Senior

Credit Facility or any "Event of Default" under any Second Priority Debt

Document.



        "Fees" means, with respect to the Second Priority Collateral

Trustee, the Senior Collateral Agent or any Second Priority Representative,

any fees, expenses, reimbursements or indemnifications payable by Rite Aid

or any Subsidiary Guarantor to such Person in such capacity.



        "Secured Documents" means (a) each Senior Loan Document and (b)

each Second Priority Debt Document.



        "Secured Obligations" means, without duplication, (a) the Senior

Obligations and (b) the Second Priority Debt Obligations.



        "Secured Parties" means (a) the Senior Secured Parties and (b) the

Second Priority Debt Parties.



        "Triggering Event" means (x) the occurrence of any Event of Default

and, as a result thereof, (A) the acceleration (including any automatic

acceleration in connection with any Bankruptcy Proceeding) of the principal

amount of any Senior Obligations or Second Priority Debt Obligations under

the terms of any Senior Loan Document or any Second Priority Debt Document

or (B) the commencement of the exercise of remedies in respect of

Collateral, and (y) in either case, receipt by the Second Priority

Collateral Trustee of written notice thereof from the Senior Collateral

Agent (in the case of any such Event of Default arising under the Senior

Loan Documents) or receipt by the Senior Collateral Agent and the Second

Priority Collateral Trustee of written notice thereof from any Second

Priority Representative (in the case of any such Event of Default arising

under any Second Priority Debt Document).



        "Trust Estate" means the right, title and interest of the Second

Priority Debt Parties under the Second Priority Collateral Documents.



        (b) The words "hereof", "herein" and "hereunder", and words of

similar import, shall be construed to refer to this Agreement in its

entirety and not to any particular provision hereof. All references herein

to Articles or Sections shall, unless otherwise specified, be deemed to

refer to Articles and Sections of this Agreement. As used in this

Agreement, the singular shall include the plural as the context requires

and the following words and phrases shall have the following meanings: (a)

"including" means "including but not limited to"; (b) "provisions" means

"provisions, terms, covenants and/or conditions"; (c) "lien" means "lien,

charge, encumbrance, security interest, mortgage, deed of trust or deed to

secure debt"; (d) "obligation" means "obligation, duty, covenant and/or

condition"; and (e) "any of the Mortgaged Property" means "the Mortgaged

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