EXHIBIT 10.1

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (this "Agreement"), is made between Stephen D. Roath ("Roath") and Longs Drug Stores Corporation and Longs Drug Stores
California, Inc. (collectively, "Longs" or the "Company") and shall become effective upon the Effective Date set forth in paragraph 18.

RECITALS

WHEREAS, Roath is an employee and employed by Longs from his hiring date of June 14, 1964 to the present.

WHEREAS,
Longs recognizes Roath's many contributions to the corporation and desires to enter into this Agreement.

NOW,
THEREFORE, in consideration of the mutual promises, covenants and representations set forth below and other good and valuable consideration, the parties agree as follows:

1.Relinquishment of Positions.Roath has resigned effective February 26, 2002 from his positions of
President and Chief Executive Officer, and as a director of Longs Drug Stores Corporation. Roath has also resigned effective February 26, 2002 from his positions of President and Chief
Executive Officer, and as a director of Longs Drug Stores California, Inc.

2.Earned Salary and Bonus.Roath will be paid his earned salary and accrued vacation through
February 26, 2002. Roath will be paid his fourth quarter fiscal year 2002 bonus on March 15, 2002.

3.Payment of Good and Valuable Consideration.In consideration of Roath's acceptance of this Agreement and the
release contained herein, Longs will provide the following:



4.No Other Benefits; No Admission of Liability.Roath acknowledges that except as specifically set forth in
Sections 2 and 3, Roath shall not be entitled to any other payments or benefits after February 26, 2002. Roath also acknowledges that the Agreement for Termination Benefits in the Event of a
Change in Control entered into between Roath and Longs Drug Stores California, Inc. shall terminate as of February 26, 2002. Notwithstanding the foregoing, in the event there is a
"Change in Control" of Longs as described in such agreement, the payments set forth in Section 3(a) and 3(b) of this Agreement that remain unpaid shall be payable within thirty (30) days
following such Change in Control. It is understood and agreed that the furnishing of the consideration for this Agreement shall

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not be deemed or construed at any time or for any purpose as an admission of liability by Longs or Roath.

5.Indemnification Against Claims.To the fullest extent provided by law, Longs agrees to indemnify and hold
Roath harmless from any liability, claim, demand, cost, expense and attorneys' fees incurred by him as a result of any actions or omissions by him in the course of his employment by the Company or as
a director of the Company.

6.Confidentiality and Non-Disclosure.





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7.Non-Disparagement.Both Roath and Longs, through its directors and officers, agree not to make
any unfavorable or disparaging remarks about the other to third parties. However, Roath acknowledges and agrees that the Company's non-disparagement obligation pursuant to this Agreement
shall extend solely to the actions of Longs' directors and officers. For this purpose, "Officers" is defined as those persons identified by the Board of Directors as subject to the reporting
requirements of Section 16 of the Securities Exchange Act of 1934, as amended.

8.Cooperation.Roath agrees to cooperate with Longs, its attorneys or experts retained by Longs or its
attorneys in connection with any litigation matters involving Longs that are pending on the Effective Date or that may arise thereafter regarding events prior to the Effective Date. The Company shall
reimburse Roath for all reasonable expenses incurred in connection with such cooperation and, if such cooperation is required after the date that is two (2) years after the Effective Date, the
Company shall also compensate Roath for time reasonably spent in connection with such cooperation at an hourly rate equivalent to his salary in effect at the time of his resignation.

9.No Other Claims.Roath represents and warrants that he has not filed against Longs or any of its
representatives, any claim, complaint, charge or suit with any federal, state or other agency, court, board, office or other forum or entity, including without limitation, any application for workers'
compensation benefits. Roath agrees that he will not, at any time hereafter, file any such claim, complaint, charge or suit based upon circumstances arising before the Effective Date, other than a
claim arising from a breach by the Company of this Agreement (which shall be subject to Section 11), and if any agency, court, board, office, forum or other entity assumes jurisdiction of any
such claim, complaint, charge or suit, he will request such entity to withdraw from the matter. A breach of this
Section 9 shall entitle Longs to damages as provided by law and shall relieve Longs of all obligations to Roath as provided in this Agreement.

10.General Release.



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11.Arbitration and Equitable Relief.



12.Binding Agreement.This Agreement shall be binding upon and inure to the benefit of Roath and Longs and
their respective heirs, administrators, representatives, executors, successors and assigns. Roath hereby designates Jane Roath as his beneficiary under this Agreement.

13.Attorneys' Fees.Each party shall bear its own costs and attorneys' fees incurred in the achieving the
settlement and release of the matters set forth in this Agreement. If one party commences an action against the other to enforce or interpret the terms of this Agreement, or to obtain a declaration of
rights under this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and expenses incurred in such action or any appeal or enforcement of such action, in addition
to any other relief to which that party may be entitled under this Agreement.

14.Voluntary Participation.Each of the parties acknowledges that he or it has read the Agreement, and that he
or it enters into this Agreement freely, voluntarily, without coercion and based on the party's own judgment and not in reliance upon any representations or promises made by the others, except those
contained in this Agreement.

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15.Method of Execution.This Agreement may be executed in counterparts and each counterpart shall be deemed a
duplicate original.

16.Governing Law.This Agreement is deemed to have been made and entered into in the State of California and
shall in all respects be interpreted, enforced and governed under the laws of the State of California. The language of all parts of this Agreement shall in all cases be construed as a whole according
to its fair meaning and not strictly for or against any party.

17.Severability.The provisions of this Agreement are severable and should any provision of this Agreement be
declared or be determined by any arbitrator or court to be illegal or invalid, any such provision shall be stricken, and the validity of the remaining parts, terms or provisions shall not be affected.

18.Older Workers Benefit Protection Act.Pursuant to the requirements of the Older Workers Benefit Protection
Act, Roath has up to 21 days from February 26, 2002 to consider and sign this Agreement, although Roath may accept it at any time within those 21 days. Roath hereby acknowledges
that he has consulted an attorney or been advised to consult an attorney about this Agreement. Once Roath accepts the terms of this Agreement and signs this Agreement, he has seven days to revoke his
acceptance. To revoke this Agreement, Roath must send to the Secretary of Longs Drug Stores Corporation a written statement of revocation by registered mail, return receipt requested. If he does not
revoke this Agreement, this Agreement shall become effective on the eighth day after he signs it (the "Effective Date").

19.Entire Agreement.This Agreement sets forth the entire agreement between the parties as to the subject
matter hereof and supersedes any and all prior agreements or understandings between the parties written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement shall
be binding unless in writing and signed by the party against whom enforcement of the change or modification is sought. Failure or delay on the part of either party to enforce any right, power, or
privilege under this Agreement shall not be deemed to constitute a waiver thereof.

|Date: February 26, 2002 |  |     |  | /s/STEVE ROATHStephen D. Roath    
|----------------------- |  | --- |  | ----------------------------------
|Date: February 26, 2002 |  |     |  | Longs Drug Stores Corporation     
|                        |  | By: |  | /s/H. R. SOMERSET                 
|                        |  |     |  | Authorized Signatory              
|Date: February 26, 2002 |  |     |  | Longs Drug Stores California, Inc.
|                        |  | By: |  | /s/O. D. JONES                    
|                        |  |     |  | Authorized Signatory              

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