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                                                                     EXHIBIT 4.4

                                                               EXECUTION VERSION


                              Rite Aid Corporation

                             4.75% Convertible Notes
                                    due 2006

                          Registration Rights Agreement

                                                                     Dated as of
                                                               November 19, 2001


Salomon Smith Barney Inc.
J.P. Morgan Securities Inc.
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

         Rite Aid Corporation, a Delaware corporation (the "Company"), proposes
to issue and sell to the Purchasers (as defined herein) upon the terms set forth
in a purchase agreement dated November 13, 2001 (the "Purchase Agreement")
between the Purchasers and the Company, $200,000,000 principal amount (plus up
to an additional $50,000,000 aggregate principal amount to cover
over-allotments, if any) of its 4.75% Convertible Notes due 2006 (the
"Securities"). As an inducement to the Purchasers to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Company agrees with the Purchasers (i) for the
benefit of the Purchasers and (ii) for the benefit of the holders from time to
time of the Securities and the Common Stock, par value $1.00 per share (the
"Stock"), of the Company issuable upon conversion of the Securities
(collectively, the "Registrable Securities"), including the Purchasers (each of
the foregoing a "Holder" and, together, the "Holders"), as follows:

         1.    Definitions. (a) Capitalized terms used herein without
definition shall have their respective meanings set forth in or pursuant to the
Purchase Agreement or the Offering Memorandum, dated November 13, 2001 in
respect of the Securities. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

         "Act" or "Securities Act" means the United States Securities Act of
1933, as amended.

         "Affiliate" of any specified person means any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Commission" means the United States Securities and Exchange
Commission.

         "DTC" means The Depository Trust Company.

         "Effectiveness Period" has the meaning set forth in Section 2 hereof.

         "Electing Holder" has the meaning assigned thereto in Section 3(a)(3)
hereof.


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         "Exchange Act" means the United States Securities and Exchange Act of
1934, as amended.

         "Indenture" means the Indenture, dated as of November 19, 2001, between
the Company and BNY Midwest Trust Company, as amended and supplemented from time
to time in accordance with is terms.

         "Managing Underwriters" means the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering,
if any, as set forth in Section 6 hereof.

         "Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

         "Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

         "Prospectus" means the prospectus included in any Shelf Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities.

         "Purchasers" means the Purchasers named in Schedule I to the Purchase
Agreement.

         "Registrable Securities" means all or any portion of the Securities
issued from time to time under the Indenture in registered form and the shares
of Stock issuable upon conversion of such Securities; provided, however, that a
security ceases to be a Registrable Security when it is no longer a Restricted
Security.

         "Restricted Security" means any Security or share of Stock issuable
upon conversion thereof except any such Security or share of Stock which (i) has
been transferred pursuant to a Shelf Registration Statement or another
registration statement covering such Security or share of Stock, which has been
filed with the Securities and Exchange Commission pursuant to the Securities
Act, in either case after such registration statement has become, and while such
registration is, effective under the Securities Act, (ii) has been transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto), or (iii) may be sold or transferred pursuant to Rule 144(k) under the
Act (or any successor provision then in force).

         "Shelf Registration" means a registration effected pursuant to Section
2 hereof.

         "Shelf Registration Statement" means a shelf registration statement of
the Company pursuant to the provisions of Section 2 hereof filed with the
Commission which covers some or all of the Registrable Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

         "underwriter" means any underwriter of Registrable Securities in
connection with an offering thereof under a Shelf Registration Statement.

         (b) Wherever there is a reference in this Agreement to a percentage of
the "principal amount" of Registrable Securities, Common Stock shall be treated
as representing the principal amount of Securities which was surrendered for
conversion or exchange in order to receive such number of shares of Common
Stock.

                                       -2-
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         2. Shelf Registration. (a) The Company shall, within 90 days following
the date of original issuance (the "Issue Date") of the Securities, file with
the Commission a Shelf Registration Statement relating to the offer and sale of
the Registrable Securities by the Holders from time to time in accordance with
the methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement and, thereafter, shall use its best efforts to cause such
Shelf Registration Statement to be declared effective under the Act within 180
calendar days after the Issue Date; provided that if any Securities are issued
upon exercise of the over-allotment option granted to the Purchasers in the
Purchase Agreement and the date on which such Securities are issued occurs after
the Issue Date, the Company will take such steps, prior to the effective date of
the Shelf Registration Statement, to ensure that such Securities and Common
Stock issuable upon conversion thereof are included in the Shelf Registration
Statement on the same terms as the Securities issued on the Issue Date; and
provided further that no Holder shall be entitled to have the Registrable
Securities held by it covered by such Shelf Registration unless such Holder is
an Electing Holder.

         (b) If (i) on or prior to 90 days following the date of original
         issuance of the Securities, a Shelf Registration Statement has not been
         filed with the Commission, or (ii) on or prior to the 180th day
         following the date of original issuance of the Securities, such Shelf
         Registration Statement is not declared effective (each, a "Registration
         Default"), additional interest ("Liquidated Damages") will accrue on
         the Securities from and including the day following such Registration
         Default to but excluding the day on which such Registration Default has
         been cured. Liquidated Damages will be paid semi-annually in arrears,
         with the first semi-annual payment due on the first Interest Payment
         Date in respect of the Registrable Securities following the date on
         which such Liquidated Damages begin to accrue, and will accrue (A) at a
         rate per annum equal to an additional one-quarter of one percent
         (0.25%) of the principal amount of the Registrable Securities
         outstanding, to and including the 90th day following such a
         Registration Default; and (B) at a rate per annum equal to one-half of
         one percent (0.50%) thereof, from and after the 91st day following such
         a Registration Default. In the event that the Shelf Registration
         Statement ceases to be effective prior to the second annual anniversary
         of the initial effective date of the Shelf Registration Statement or
         such earlier date as is provided in this Agreement for a period in
         excess of 60 days, whether or not consecutive, during any 12-month
         period, then liquidated damages shall accrue (i) at a rate per annum
         equal to an additional one-half of one percent (0.50%) of the principal
         amount of Registrable Securities outstanding on the 61st day of the
         applicable 12-month period such Shelf Registration Statement ceases to
         be effective to but excluding the day on which the Shelf Registration
         Statement again becomes effective.

         (c)   The Company shall use its best efforts:

               (i) To keep the Shelf Registration Statement continuously
         effective in order to permit the Prospectus forming a part thereof to
         be usable by Holders for a period of two years from the date the Shelf
         Registration Statement is declared effective or such shorter period
         that will terminate upon the earlier of the following: (A) when all the
         Securities covered by the Shelf Registration Statement have been sold
         pursuant to the Shelf Registration Statement, (B) when all shares of
         Stock issued upon conversion of any such Securities that had not been
         sold pursuant to the Shelf Registration Statement have been sold
         pursuant to the Shelf Registration Statement and (C) when, in the
         written opinion of independent counsel to the Company, all outstanding
         Registrable Securities held by persons that are not affiliates of the
         Company may be resold without registration under the Act pursuant to
         Rule 144(k) under the Act or any successor provision thereto (in any
         such case, such period being called the "Effectiveness Period"); and

                                       -3-

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               (ii) After the date the Shelf Registration Statement becomes
         effective, within 30 days after the request of any holder of
         Registrable Securities that is not then an Electing Holder, to take any
         action necessary and required by law to enable such holder to use the
         Prospectus forming a part thereof for resales of Registrable
         Securities, including, without limitation, any action necessary to
         identify such holder as a selling securityholder in the Shelf
         Registration Statement; provided, however, that nothing in this
         subparagraph shall relieve such holder of the obligation to return a
         completed and signed Notice and Questionnaire to the Company in
         accordance with Section 3(a)(2) hereof; and

               (iii) If at any time, the Securities, pursuant to Article [VIII]
         of the Indenture, are convertible into securities other than Common
         Stock, the Company shall, or shall cause any successor under the
         Indenture to, cause such securities to be included in the Shelf
         Registration Statement no later than the date on which the Securities
         may then be convertible into such securities.

The Company shall be deemed not to have used its best efforts to keep the Shelf
Registration Statement effective during the requisite period if the Company
voluntarily takes any action that would result in Holders of Registrable
Securities covered thereby not being able to offer and sell any such Registrable
Securities during that period, unless (i) such action in required by applicable
law, or (ii) the continued effectiveness of the Shelf Registration Statement
would require the Company to disclose a material financing, acquisition or other
corporate transaction, and the Board of Directors shall have determined in good
faith that such disclosure is not in the best interests of the Company and its
stockholders; provided that in the case of clause (i) above, the Company
thereafter must promptly comply with the requirements of paragraph 3(i) below,
if applicable and in the case of clauses (i) and (ii) above, the Company shall
be entitled to suspend the use of any prospectus forming a part of an effective
Registration Statement under this Section 2 for a reasonable period of time (a
"Delay Period"), except that the aggregate number of days included in all Delay
Periods during any consecutive 12 months shall not exceed the aggregate of 90
days (whether or not consecutive).

         3.    Registration Procedures. In connection with any Shelf
Registration Statement, the following provisions shall apply:

               (a) (1) Not less than 30 calendar days prior to the Effective
         Time of the Shelf Registration Statement, the Company shall mail the
         Notice and Questionnaire to the holders of Registrable Securities. No
         holder shall be entitled to be named as a selling securityholder in the
         Shelf Registration Statement as of the Effective Time, and no holder
         shall be entitled to use the Prospectus forming a part thereof for
         resales of Registrable Securities at any time, unless such holder has
         returned a completed and signed Notice and Questionnaire to the Company
         by the deadline for response set forth therein at least 10 days prior
         to the Effective Time of the Shelf Registration Statement; provided,
         however, holders of Registrable Securities shall have at least 20
         calendar days from the date on which the Notice and Questionnaire is
         first mailed to such holders to return a completed and signed Notice
         and Questionnaire to the Company.

               (2) After the Effective Time of the Shelf Registration Statement,
         the Company shall, upon the request of any holder of Registrable
         Securities that is not then an Electing Holder, promptly send a Notice
         and Questionnaire to such holder. The Company shall not be required to
         take any action to name such holder as a selling securityholder in the
         Shelf Registration Statement or to enable such holder to use the
         Prospectus forming a part thereof for resales of Registrable Securities
         until such holder has returned a completed and signed Notice and
         Questionnaire to the Company. The Company shall (i) as promptly as
         practicable after the date a completed and signed Notice and
         Questionnaire is delivered to the Company, and in any event within 10
         Business Days after such date, prepare and file with the SEC (x) a
         supplement to the Prospectus or, if required by applicable law, a
         post-effective amendment to the Shelf Registration Statement and (y)
         any other document required by applicable law, so that the holder
         delivering such Notice and Questionnaire is named as a selling
         securityholder in the Shelf Registration Statement and is permitted to
         deliver the Prospectus to purchasers of such holder's Restricted
         Securities in accordance with applicable law, and (ii) if the Company
         shall file a post-effective amendment to the Shelf Registration
         Statement, use its reasonable best efforts to cause such post-effective
         amendment to become effective under the Act as promptly as is
         practicable; provided, however, that if a Notice and Questionnaire is
         delivered to the Company during a Delay Period, the Company shall not
         be obligated to take the actions set forth in clauses (i) and (ii)
         until the termination of such Delay Period.

                                      -4-
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               (3) The term "Electing Holder" shall mean any holder of
         Registrable Securities that has returned a completed and signed Notice
         and Questionnaire to the Company in accordance with Section 3(a)(1) or
         3(a)(2) hereof.

               (b) The Company shall furnish to the Purchasers, prior to the
         filing thereof with the Commission, a copy of any Shelf Registration
         Statement, and each amendment thereof and each amendment or supplement,
         if any, to the Prospectus included therein.

               (c) The Company shall promptly take such action as may be
         necessary so that (i) any Shelf Registration Statement and any
         amendment thereto and any Prospectus forming part thereof and any
         amendment or supplement thereto (and each report or other docu ment
         incorporated therein by reference in each case) complies in all
         material respects with the Securities Act and the Exchange Act and the
         respective rules and regulations thereunder, (ii) any Shelf
         Registration Statement and any amendment thereto does not, when it
         becomes effective, contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading and (iii) any
         Prospectus forming part of any Shelf Registration Statement, and any
         amendment or supplement to such Prospectus, does not include an untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements, in the light of the circumstances
         under which they were made, not misleading.

               (d) (1) The Company shall advise the Purchasers and, in the case
         of clause (i), the Electing Holders, and, if requested by the
         Purchasers or any such Electing Holder, confirm such advice in writing:

                    (i) when a Shelf Registration Statement and any amendment
               thereto has been filed with the Commission and when the Shelf
               Registration Statement or any post-effective amendment thereto
               has become effective; and

                    (ii) of any request by the Commission for amendments or
               supplements to the Shelf Registration Statement or the Prospectus
               included therein or for additional information.

               (2) The Company shall advise the Purchasers and the Electing
         Holders and, if requested by the Purchasers or any such Electing
         Holder, confirm such advice in writing of:

                    (i)  the issuance by the Commission of any stop order
               suspending effectiveness of the Shelf Registration Statement or
               the initiation of any proceedings for that purpose;

                   (ii) the receipt by the Company of any notification with
               respect to the suspension of the qualification of the securities
               included therein for sale in any jurisdiction or the initiation
               of any proceeding for such purpose; and

                                      -5-
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                  (iii) the happening of any event that requires the making of
               any changes in the Shelf Registration Statement or the Prospectus
               so that, as of such date, the Shelf Registration Statement and
               the Prospectus do not contain an untrue statement of a material
               fact and do not omit to state a material fact required to be
               stated therein or necessary to make the statements therein (in
               the case of the Prospectus, in light of the circumstances under
               which they were made) not misleading (which advice shall be
               accompanied by an instruction to suspend the use of the
               Prospectus until the requisite changes have been made).

               (e) The Company shall use its best efforts to prevent the
         issuance and, if issued, to obtain the withdrawal, of any order
         suspending the effectiveness of any Shelf Registration Statement at the
         earliest possible time.

               (f) The Company shall furnish to each Electing Holder included
         within the coverage of any Shelf Registration Statement, without
         charge, at least one copy of such Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules, and, if the Electing Holder so requests in writing, all
         reports, other documents and exhibits that are filed with or
         incorporated by reference in the Shelf Registration Statement.

               (g) The Company shall, during the Effectiveness Period, deliver
         to each Electing Holder of Registrable Securities included within the
         coverage of any Shelf Registration Statement, without charge, as many
         copies of the Prospectus (including each preliminary Prospectus)
         included in such Shelf Registration Statement and any amendment or
         supplement thereto as such Electing Holder may reasonably request; and
         the Company consents (except during the continuance of any event
         described in Section 3(c)(2)(iii)) to the use of the Prospectus or any
         amendment or supplement thereto by each of the Electing Holders of
         Registrable Securities in connection with the offering and sale of the
         Registrable Securities covered by the Prospectus or any amendment or
         supplement thereto during the Shelf Registration Period.

               (h) Prior to any offering of Registrable Securities pursuant to
         any Shelf Registration Statement, the Company shall register or qualify
         or cooperate with the Electing Holders of Registrable Securities
         included therein and their respective counsel in connection with the
         registration or qualification of such Registrable Securities for offer
         and sale under the securities or blue sky laws of such jurisdictions in
         the United States as any such Electing Holders reasonably request in
         writing and do any and all other acts or things necessary or advisable
         to enable the offer and sale in such jurisdictions of the Registrable
         Securities covered by such Shelf Registration Statement; provided,
         however, that in no event shall the Company be obligated to (i) qualify
         as a foreign corporation or as a dealer in securities in any
         jurisdiction where it would not otherwise be required to so qualify but
         for this Section 3(h), (ii) file any general consent to service of
         process in any jurisdiction where it is not as of the date hereof then
         so subject or (iii) subject itself to taxation in any such jurisdiction
         if it is not so subject.

               (i) Unless any Registrable Securities shall be in book-entry only
         form, the Company shall cooperate with the Electing Holders of
         Registrable Securities to facilitate the timely preparation and
         delivery of certificates representing Registrable Securities to be sold
         pursuant to any Shelf Registration Statement free of any restrictive
         legends and in such permitted denominations and registered in such
         names as Electing Holders may request in connection with the sale of
         Registrable Securities pursuant to such Shelf Registration Statement.

                                      -6-
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               (j) Upon the occurrence of any event contemplated by paragraph
         3(c)(2)(iii) above, the Company shall promptly prepare a post-effective
         amendment to any Shelf Registration Statement or an amendment or
         supplement to the related Prospectus or file any other required
         document so that, as thereafter delivered to purchasers of the
         Registrable Securities included therein, the Prospectus will not
         include an untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading (except,
         in each case, for an untrue statement of a material fact or omission of
         a material fact made in reliance on and in conformity with written
         information furnished to the Company by or on behalf of Electing
         Holders specifically for use therein); provided, however, if the
         Company determines that it is advisable to disclose in the Shelf
         Registration Statement a financing, acquisition or other corporate
         transaction, and the Board of Directors of the Company shall have
         determined in good faith that such disclosure would not be in the best
         interests of the Company and its stockholders, the Company shall not be
         required to prepare and file such amendment, supplement or document for
         such period as the Board of Directors of the Company shall have
         determined in good faith is in the best interests of the Company. If
         the Company notifies the Electing Holders of the occurrence of any
         event contemplated by paragraph 3(c)(2)(iii) above, the Electing
         Holders shall suspend the use of the Prospectus until the requisite
         changes to the Prospectus have been made.

               (k) Not later than the effective date of any Shelf Registration
         Statement hereunder, the Company shall provide a CUSIP number for the
         Securities registered under such Shelf Registration Statement.

               (l) The Company shall use its best efforts to comply with all
         applicable rules and regulations of the Commission, and to make
         generally available to its securityholders as soon as practicable, but
         in any event not later than eighteen months after (i) the effective
         date (as defined in Rule 158(c) under the Securities Act) of the Shelf
         Registration Statement, (ii) the effective date of each post-effective
         amendment to the Shelf Registration Statement, and (iii) the date of
         each filing by the Company with the Commission of an Annual Report on
         Form 10-K that is incorporated by reference in the Shelf Registration
         Statement, an earning statement of the Company and its subsidiaries
         complying with Section 11(a) of the Securities Act and the rules and
         regulations of the Commission thereunder (including, at the option of
         the Company, Rule 158).

               (m) Not later than the Effective Time of the Shelf Registration
         Statement, the Company shall cause the Indenture to be qualified under
         the Trust Indenture Act; in connection with such qualification, the
         Company shall cooperate with the Trustee under the Indenture and the
         Electing Holders (as defined in the Indenture) to effect such changes
         to the Indenture as may be required for such Indenture to be so
         qualified in accordance with the terms of the Trust Indenture Act; and
         the Company shall execute, and shall use all reasonable efforts to
         cause the Trustee to execute, all documents that may be required to
         effect such changes and all other forms and documents required to be
         filed with the Commission to enable such Indenture to be so qualified
         in a timely manner. In the event that any such amendment or
         modification referred to in this Section 3(m) involves the appointment
         of a new trustee under the Indenture, the Company shall appoint a new
         trustee thereunder pursuant to the applicable provisions of the
         Indenture.

               (n) The Company may require each Electing Holder of Registrable
         Securities to be sold pursuant to any Shelf Registration Statement to
         furnish to the Company such information regarding the Electing Holder
         and the distribution of such Registrable Securities as may be required
         by applicable law or regulation for inclusion in such Shelf
         Registration Statement and the Company may exclude from such
         registration the Registrable Securities of any Electing Holder that
         fails to furnish such information within a reasonable time after
         receiving such request.

                                      -7-
<PAGE>

               (o) The Company shall, if requested, promptly include or
         incorporate in a Prospectus supplement or post-effective amendment to a
         Shelf Registration Statement, such information as the Managing
         Underwriters reasonably agree should be included therein and to which
         the Company does not reasonably object and shall make all required
         filings of such Prospectus supplement or post-effective amendment as
         soon as practicable after they are notified of the matters to be
         included or incorporated in such Prospectus supplement or
         post-effective amendment.

               (p) The Company shall enter into such customary agreements
         (including underwriting agreements in customary form) to take all other
         appropriate actions in order to expedite or facilitate the registration
         or the disposition of the Registrable Securities, and in connection
         therewith, if an underwriting agreement is entered into, cause the same
         to contain indemnification provisions and procedures substantially
         identical to those set forth in Section 5 (or such other provisions and
         procedures acceptable to the Managing Underwriters, if any) with
         respect to all parties to be indemnified pursuant to Section 5.

               (q)  The Company shall:

                    (i) make reasonably available for inspection by the Electing
               Holders of Registrable Securities to be registered thereunder,
               any underwriter participating in any disposition pursuant to such
               Shelf Registration Statement, and any attorney, accountant or
               other agent retained by such Electing Holders or any such
               underwriter all relevant financial and other records, pertinent
               corporate documents and properties of the Company and its
               subsidiaries;

                    (ii) cause the Company's officers, directors and employees
               to make reasonably available for inspection all relevant
               information reasonably requested by such Electing Holders or any
               such underwriter, attorney, accountant or agent in connection
               with any such Shelf Registration Statement, in each case, as is
               customary for similar due diligence examinations; provided,
               however, that any information that is designated in writing by
               the Company, in good faith, as confidential at the time of
               delivery of such information shall be kept confidential by such
               Electing Holders or any such underwriter, attorney, accountant or
               agent, unless such disclosure is made in connection with a court
               proceeding or required by law, or such information becomes
               available to the public generally or through a third party
               without an accompanying obligation of confidentiality; and
               provided further that the foregoing inspection and information
               gathering shall, to the greatest extent possible, be coordinated
               on behalf of the Electing Holders and the other parties entitled
               thereto by one counsel designated by and on behalf of such
               Electing Holders and other parties reasonably acceptable to the
               Company;

                    (iii) make such representations and warranties to the
               Electing Holders of Registrable Securities registered thereunder
               and the underwriters, if any, in form, substance and scope as are
               customarily made by the Company to underwriters in primary
               underwritten offerings and covering matters including, but not
               limited to, those set forth in the Purchase Agreement;

                    (iv) obtain opinions of counsel to the Company and updates
               thereof (which counsel and opinions (in form, scope and
               substance) shall be reasonably satisfactory to the Managing
               Underwriters, if any) in customary form addressed to each
               Electing Holder and the underwriters, if any, covering such
               matters as are customarily covered in opinions requested in
               underwritten offerings and such other matters as may be
               reasonably requested by such Electing Holders and underwriters
               (it being agreed that the matters to be covered by such opinion
               or written statement by such counsel delivered in connection with
               such opinions shall include in customary form, without
               limitation, as of the date of the opinion and as of the effective
               date of the Shelf Registration Statement or most recent post-
               effective amendment thereto, as the case may be, the absence
               from such Shelf Registration Statement and the prospectus
               included therein, as then amended or supplemented, including the
               documents incorporated by reference therein, of an untrue
               statement of a material fact or the omission to state therein a
               material fact required to be stated therein or necessary to make
               the statements therein not misleading);

                                      -8-
<PAGE>

                    (v) obtain "cold comfort" letters and updates thereof from
               the independent public accountants of the Company (and, if
               necessary, any other independent public accountants of any
               subsidiary of the Company or of any business acquired by the
               Company for which financial statements and financial data are, or
               are required to be, included in the Shelf Registration
               Statement), addressed to each such Electing Holder of Registrable
               Securities registered thereunder and the underwriters, if any, in
               customary form and covering matters of the type customarily
               covered in "cold comfort" letters in connection with primary
               underwritten offerings;

                    (vi) deliver such documents and certificates as may be
               reasonably requested by any such Electing Holders and the
               Managing Underwriters, if any, including those to evidence
               compliance with Section 3(i) and with any customary conditions
               contained in the underwriting agreement or other agreement
               entered into by the Company.

         The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of
         this Section 3(q) shall be performed at each closing under any
         underwritten offering to the extent required thereunder.

               (r) The Company will use its best efforts to cause the Stock
         issuable upon conversion thereof to be listed for quotation on the NYSE
         or other stock exchange or trading system on which the Stock primarily
         trades on or prior to the effective date of any Shelf Registration
         Statement hereunder.

               (s) In the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Registrable Securities or participate
         as a member of an underwriting syndicate or selling group or "assist in
         the distribution" (within the meaning of the Conduct Rules and the
         By-Laws of the National Association of Securities Dealers, Inc.
         ("NASD")) thereof, whether as an Electing Holder of such Registrable
         Securities or as an underwriter, a placement or sales agent or a broker
         or dealer in respect thereof, or otherwise, assist such broker-dealer
         in complying with the requirements of such Rules and By-Laws,
         including, without limitation, by (A) such Rules or By-Laws, including
         Schedule E thereto, shall so require, engaging a "qualified independent
         underwriter" (as defined in Schedule E) to participate in the
         preparation of the Shelf Registration Statement relating to such
         Registrable Securities and to exercise usual standards of due diligence
         in respect thereto, (B) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 5 hereof and (C) providing such information to such
         broker-dealer as may be required in order for such broker-dealer to
         comply with the requirements of the Rules of Fair Practice of the NASD.

               (t) The Company shall use its best efforts to take all other
         steps necessary to effect the registration, offering and sale of the
         Registrable Securities covered by the Shelf Registration Statement
         contemplated hereby.

         4. Registration Expenses. Except as otherwise provided in Section 6,
the Company shall bear all fees and expenses incurred in connection with the
performance of its obligations under Sections 2, 3 and 6 hereof.

                                      -9-
<PAGE>

         5. Indemnification and Contribution. (a) In connection with any Shelf
Registration Statement, the Company shall indemnify and hold harmless the
Purchasers, each Electing Holder, each underwriter who participates in an
offering of Registrable Securities, each person, if any, who controls any of
such parties within the meaning of either the Act or the Exchange Act and each
of their respective directors, officers, employees and agents against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Shelf Registration Statement under which
such Registrable Securities are to be registered under the Securities Act (or in
any supplement or amendment thereto), or any Prospectus contained therein or
furnished by the Company to any indemnified party, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made in such Shelf Registration Statement or Prospectus, or in
any amendment thereof or supplement thereto, in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any
Purchaser through the Representative specifically for inclusion therein;
provided further that the Company shall not be liable to any indemnified person
under the indemnity agreement in this subsection (a) with respect to any Shelf
Registration or Prospectus to the extent that any such loss, claim, damage or
liability of such Indemnified Person results from the fact that such Indemnified
Person sold Securities to a person as to whom it shall be established that there
was not sent or given, at or prior to the written confirmation of such sale, a
copy of the Shelf Registration Statement or Prospectus in any case if the
Company had previously furnished copies thereof in sufficient quantity to such
Indemnified Person and to the extent the loss, claim, damage or liability of
such Indemnified Person results from an untrue statement or omission of a
material fact contained in the Shelf Registration Statement or Prospectus which
was identified in writing to such Indemnified Person and subsequently corrected
in the Shelf Registration Statement or Prospectus and such loss, claim, damage
or liability would have been eliminated by the delivery of such corrected Shelf
Registration Statement or Prospectus. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

         (b) Each Electing Holder severally and not jointly agrees to indemnify
and hold harmless the Company, the Purchasers, each underwriter who participates
in an offering of Registrable Securities and the other Electing Holders and each
of their respective directors, officers, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each Purchaser, each
Electing Holder and each underwriter who participates in an offering or
Registrable Securities, but only with reference to written information relating
to such Electing Holder through the Representative furnished to the Company by
or on behalf of the Electing Holder specifically for inclusion in the Shelf
Registration Statement or Prospectus (or in any amendment or supplement
thereto). This indemnity agreement will be in addition to any liability which
any Electing Holder may otherwise have; provided, however, that, no such
Electing Holder shall be liable for any claims hereunder in excess of the amount
of net proceeds received by such Electing Holder from the sale of Registrable
Securities pursuant to the Shelf Registration Statement.

                                      -10-

<PAGE>

         (c) Promptly after receipt by an indemnified party under this Section 5
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
Section 5(a) or (b), notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantive rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the indemnified party
shall have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) a conflict or potential conflict exists (based upon
advice of counsel to the indemnified party) between the indemnified party and
the indemnifying party; (ii) the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those available to
the indemnifying party; (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action; or (iv)
the indemnifying party shall authorize in writing the indemnified party to
employ separate counsel at the expense of the indemnifying party. It is
understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonable fees, disbursements and other charges of more than one separate
firm of attorneys (in addition to any local counsel) at any one time for all
such indemnified party or parties. Each indemnified party, as a condition of the
indemnity agreements contained in Sections 5(a) and 5(b), shall use all
reasonable efforts to cooperate with the indemnifying party in the defense of
any such action or claim. No indemnifying party shall be liable for any
settlement of any such action effected without its written consent (which
consent shall not be unreasonably withheld), but if settled with its written
consent or if there be a final judgment for the plaintiff in any such action,
the indemnifying party agrees to indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or
judgment. An indemnifying party will not, without the prior written consent of
the indemnified parties (which consent shall not be unreasonably withheld),
settle or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

                                      -11-
<PAGE>

         (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 5 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, the Company and the Purchasers and the Electing Holders
severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which the
Company, the Purchasers and the Electing Holders may be subject in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and by the Initial Purchasers on the other from the
offering of the Securities. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company, the Purchasers
and the Electing Holders severally shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and of the Purchasers and the Electing
Holders on the other in connection with the statements or omissions which
resulted in such Losses, as well as any other relevant equitable considerations.
Benefits received by the Company shall be deemed to be equal to the total net
proceeds from the offering (before deducting expenses) received by the Company,
and benefits received by the Purchasers and the Electing Holders shall be deemed
to be equal to the total purchase discounts and commissions. Relative fault
shall be determined by reference to, among other things, whether any untrue or
any alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information provided by the Company
on the one hand or the Purchasers and Electing Holders on the other, the intent
of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
Company, the Purchasers and the Electing Holders agree that it would not be just
and equitable if contribution were determined by pro rata allocation or any
other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 5(d), each person who controls an Initial Purchaser within the
meaning of either the Act or the Exchange Act and each director, officer,
employee and agent of an Initial Purchaser shall have the same rights to
contribution as such Initial Purchaser, and each person who controls the Company
within the meaning of either the Act or the Exchange Act and each officer and
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

         (e) Notwithstanding any other provision of this Section 5, in no event
will any (i) Electing Holder be required to undertake liability to any person
under this Section 5 for any amounts in excess of the dollar amount of the
proceeds to be received by such holder from the sale of such holder's
Registrable Securities (after deducting any fees, discounts and commissions
applicable thereto) pursuant to any Shelf Registration Statement under which
such Registrable Securities are to be registered under the Securities Act and
(ii) underwriter, selling agent or other securities professional be required to
undertake liability to any person hereunder for any amounts in excess of the
discount, commission or other compensation payable to such underwriter, selling
agent or other securities professional with respect to the Registrable
Securities underwritten by it and distributed to the public.

         (f) The obligations of the Company under this Section 5 shall be in
addition to any liability which the Company may otherwise have and shall extend,
or not extend, as the case may be, to any indemnified person and the obligations
of any indemnified person under this Section 5 shall be in addition to any
liability which such indemnified person may otherwise have and shall extend, or
not extend, as the case may be, to the Company. The remedies provided in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to an indemnified party at law or in equity.

                                      -12-
<PAGE>

         6. Underwritten Offering. The Electing Holders of Registrable
Securities covered by the Shelf Registration Statement who desire to do so may
sell such Registrable Securities in an underwritten offering in accordance with
the conditions set forth below. In any such underwritten offering, the
investment banker or bankers and manager or managers that will administer the
offering will be selected by, and the underwriting arrangements with respect
thereto will be approved by the Electing Holders of a majority of the
Registrable Securities to be included in such offering; provided, however, that
(i) with respect to the investment bankers and managers, such investment bankers
and managers will be selected by the Company from a list of nationally
recognized firms to be provided by the Electing Holders and (ii) the Company
shall not be obligated to arrange for more than one underwritten offering during
the Effectiveness Period. No Electing Holder may participate in any underwritten
offering contemplated hereby unless such Electing Holder (a) agrees to sell such
Electing Holder's Registrable Securities in accordance with any approved
underwriting arrangements, (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such approved
underwriting arrangements and (c) at least 25% of the outstanding Registrable
Securities are included in such underwritten offering. The Electing Holders
participating in any underwritten offering shall be responsible for any expenses
customarily borne by selling securityholders, including underwriting discounts
and commissions and fees and expenses of counsel to the selling securityholders
and shall reimburse the Company for the fees and disbursements of their counsel,
their independent public accountants and any printing expenses incurred in
connection with such underwritten offerings. Notwithstanding the foregoing or
the provisions of Section 3(n) hereof, upon receipt of a request from the
Managing Underwriter or a representative of Electing Holders of a majority of
the Registrable Securities outstanding to prepare and file an amendment or
supplement to the Shelf Registration Statement and Prospectus in connection with
an underwritten offering, the Company may delay the filing of any such amendment
or supplement for up to 90 days if the Company in good faith has a valid
business reason for such delay.

         7. Miscellaneous.

         (a) Other Registration Rights. From the date of this Agreement, the
Company may grant registration rights that would permit any Person that is a
third party the right to piggy-back on any Shelf Registration Statement,
provided that if the Managing Underwriter, if any, of such offering delivers an
opinion to the Electing Holders that the total amount of securities which they
and the holders of such piggy-back rights intend to include in any Shelf
Registration Statement is so large as to materially adversely affect the success
of such offering (including the price at which such securities can be sold),
then only the amount, the number or kind of securities to be offered for the
account of holders of such piggy-back rights granted after the date of this
agreement will be reduced to the extent necessary to reduce the total amount of
securities to be included in such offering to the amount, number or kind
recommended by the Managing Underwriter prior to any reduction in the amount of
Registrable Securities to be included.

         (b) Amendments and Waivers. This Agreement, including this Section
7(b), may be amended, and waivers or consents to departures from the provisions
hereof may be given, only upon the written consent of the Purchasers or by a
written instrument duly executed by the Company and the holders of a majority in
aggregate principal amount of Registrable Securities then outstanding. Each
holder of Registrable Securities outstanding at the time of any such amendment,
waiver or consent or thereafter shall be bound by any amendment, waiver or
consent effected pursuant to this Section 7(b), whether or not any notice,
writing or marking indicating such amendment, waiver or consent appears on the
Registrable Securities or is delivered to such holder.

         (c) Notices. All notices and other communications provided for or
permitted hereunder shall be given as provided in the Indenture.

                                      -13-
<PAGE>

         (d) Parties in Interest. The parties to this Agreement intend that all
holders of Registrable Securities shall be entitled to receive the benefits of
this Agreement and that any Electing Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities which are included in a Shelf Registration Statement. All
the terms and provisions of this Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the respective successors and assigns
of the parties hereto and any holder from time to time of the Registrable
Securities to the aforesaid extent. In the event that any transferee of any
holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be entitled
to receive the benefits of and, if an Electing Holder, be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement to the aforesaid extent.

         (e) Counterparts. This agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (f) Headings. The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g) Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of New York.

         (h) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

         (i) Survival. The respective indemnities, agreements, representations,
warranties and other provisions set forth in this Agreement or made pursuant
hereto shall remain in full force and effect, regardless of any investigation
(or any statement as to the results thereof) made by or on behalf of any
Electing Holder, any director, officer or partner of such holder, any agent or
underwriter, any director, officer or partner of such agent or underwriter, or
any controlling person of any of the foregoing, and shall survive the transfer
and registration of the Registrable Securities of such holder.

                                      -14-

<PAGE>



         Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.

                                    Very truly yours,

                                    RITE AID CORPORATION

                                    By..........................................
                                      Name: Elliot S. Gerson
                                      Title: Senior Executive Vice President and
                                             General Counsel


The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written:


Salomon Smith Barney Inc.
J.P. Morgan Securities Inc.



By: .......................................
          (Salomon Smith Barney Inc.)



<PAGE>



                                                                       Exhibit A




                              RITE AID CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                          DEADLINE FOR RESPONSE: [DATE]


         The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Rite Aid Corporation (the
"Company") [ ]% Convertible Notes due 2006 (the "Securities") are held.

         The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

         It as important that beneficial owners of the Securities receive a copy
of the enclosed materials as soon as possible as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy
of the enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact [Name, address and
telephone number of contact at the Company).







                                       A-1
<PAGE>

                              Rite Aid Corporation


             Form of Selling Securityholder Notice and Questionnaire

         The undersigned beneficial holder of [ ]% Convertible Notes due 2006
(the "Securities") of Rite Aid Corporation (the "Company") or shares of Company
common stock issuable upon conversion of the Securities (together with the
Securities, the "Restricted Securities") of the Company understands that the
Company has filed or intends to file with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Restricted Securities in
accordance with the terms of the Registration Rights Agreement (the
"Registration Rights Agreement") dated as of November [ ], 2001 between the
Company and the Purchasers named therein. The Registration Rights Agreement is
available from the Company upon request at the address set forth below. All
capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Registration Rights Agreement.

         In order to sell or otherwise dispose of any Restricted Securities
pursuant to the Shelf Registration Statement, a beneficial owner of Restricted
Securities generally will be required to be named as a selling securityholder in
the related prospectus, deliver a prospectus to purchasers of Restricted
Securities and be bound by those provisions of the Registration Rights Agreement
applicable to such beneficial owner (including certain indemnification
provisions as described below). Beneficial owners are encouraged to complete and
deliver this Notice and Questionnaire prior to the effectiveness of the Shelf
Registration Statement so that such beneficial owners may be named as selling
securityholders in the related prospectus at the time of effectiveness.

         Certain legal consequences may arise from being named as selling
securityholders in the Shelf Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Restricted Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and the related prospectus.

Notice

         The undersigned beneficial owner (the "Selling Securityholder") of
Restricted Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Restricted Securities beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the
Shelf Registration Statement. The undersigned, by signing and returning this
Notice and Questionnaire, understands that it will be bound by the terms and
conditions of this Notice and Questionnaire and the Registration Rights
Agreement.

         The undersigned hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                      A-2
<PAGE>

Questionnaire

1.       (a)   Full Legal Name of Selling Securityholder:

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

         (b)   Full Legal Name of Registered Holder (if not the same as (a)
               above) through which Restricted Securities listed in (3) below
               are held (if the Restricted Securities are held through a
               broker-dealer or other third party and, as a result, you do not
               know the legal name of the registered holder, please complete
               item (1)(c) below):

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

         (c)   Full legal name of broker-dealer or other third party through
               which Restricted Securities listed in Item (3) below are held:

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

         (d)   Full Legal Name of DTC Participant (If applicable and if not the
               same as (b) or (c) above) through which Restricted Securities
               listed in (3) below are held:

2.       Address for Notices to Selling Securityholder:

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

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

Telephone:   _____________________________________________________________

Fax:  ____________________________________________________________________

Contact Person:   ________________________________________________________

3.       Beneficial Ownership of Restricted Securities:

(a)      Type and Principal Amount (or number of shares) of Restricted
         Securities beneficially owned:

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

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

(b)      CUSIP No(s). of such Restricted Securities beneficially owned:

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

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

                                      A-3
<PAGE>

Unless otherwise indicated in the space provided below, all Securities and all
shares of common stock listed in response to Item (3)(a) above, and all shares
of common stock issuable upon conversion of the Securities listed in response to
Item (3)(a) above, will be included in the Shelf Registration Statement. If the
undersigned does not wish all such Securities or shares of common stock to be so
included, please indicate below the principal amount or the number of shares to
be included:

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

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

4.       Beneficial Ownership of other securities of the Company owned by the
         Selling Securityholder:

         Except as set forth below in this Item (4), the undersigned is not the
         beneficial or registered owner of any securities of the Company other
         than the Restricted Securities listed above in Item (3).

(a)      Type and Amount of other securities of the Company beneficially owned
         by the Selling Securityholder:

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

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


(b)      CUSIP No(s). of such other securities of the Company beneficially
         owned:

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

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

5.       Relationship with the Company:

         Except as set forth below, neither the undersigned nor any of its
         affiliates, directors or principal equity holders (5% or more) has held
         any position or office or has had any other material relationship with
         the Company (or its predecessors or affiliates) during the past three
         years.

State any exceptions here:

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

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

                                      A-4
<PAGE>

6.       Plan of Distribution

         Except as set forth below, the undersigned (including its donees or
         pledgees) intends to distribute the Restricted Securities listed above
         in Item (3) pursuant to the Shelf Registration Statement only as
         follows (if at all): Such Restricted Securities may be sold from time
         to time directly by the undersigned or alternatively through
         underwriters or broker-dealers or agents. If the Restricted Securities
         are sold through underwriters or broker-dealers, the Selling
         Securityholder will be responsible for underwriting discounts or
         commissions or agent's commissions. Such Restricted Securities may be
         sold in one or more transactions at fixed prices, at prevailing market
         prices at the time of sale, at varying prices determined at the time of
         sale, or at negotiated prices. Such sales may be effected in
         transactions (which may involve block transactions) (i) on any national
         securities exchange or quotation service on which the Restricted
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Restricted Securities or otherwise, the undersigned may enter into
         hedging transactions with broker-dealers, which may in turn engage in
         short sales of the Restricted Securities, short and deliver Restricted
         Securities to close out such short positions, or loan or pledge
         Restricted Securities to broker-dealers that in turn may sell such
         securities. The Selling Securityholder may pledge or grant a security
         interest in some or all of the Restricted Securities owned by it and,
         if it defaults in the performance of its secured obligations, the
         pledgees or secured parties may offer and sell the Restricted
         Securities from time to time pursuant to the Prospectus. The Selling
         Securityholder also may transfer and donate shares in other
         circumstances in which case the transferees, donees, pledgees or other
         successors in interest will be the selling securityholder for purposes
         of the Prospectus.

         State any exceptions here:

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

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

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


         Note:      In no event may such method(s) of distribution take the form
                    of an underwritten offering of the Registrable Securities
                    without the prior agreement of the Company.

         The undersigned acknowledges that it understands its obligation to
comply with the provisions of the Securities Exchange Act of 1934, as amended,
and the rules thereunder relating to stock manipulation, particularly Regulation
M thereunder (or any successor rules or regulations) and the provisions of the
Securities Act of 1933 relating to prospectus delivery, in connection with any
offering of Restricted Securities pursuant to the Shelf Registration Statement.
The undersigned agrees that neither it nor any person acting on its behalf will
engage in any transaction in violation of such provisions.

         The Selling Securityholder hereby acknowledges its obligation under the
Registration Rights Agreement to indemnify and hold harmless certain persons set
forth therein.

         Pursuant to the Registration Rights Agreement, the Company has agreed
under certain circumstances to indemnify the Selling Securityholders against
certain liabilities.

                                      A-5
<PAGE>

         In accordance with the undersigned's obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing at the
address set forth below.

         By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and the
related prospectus. The undersigned understands that such information will be
relied upon by the Company in connection with the preparation or amendment of
the Shelf Registration Statement and the related prospectus.


         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

                                    Beneficial Owner


                                    By:___________________________
                                       Name:
                                       Title:
Dated:

                 PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE
                        AND QUESTIONNAIRE TO THE COMPANY:


                                                    with a copy to:

Rite Aid Corporation                   Skadden, Arps, Slate, Meagher & Flom LLP
30 Hunter Lane                                     Four Times Square
Camp Hill, Pennsylvania 17011                  New York, New York 10036
Facsimile: (717) 760-7867                      Facsimile: (917) 777-3497
Attention: Elliot S. Gerson                  Attention: Stacy Kanter, Esq.





                                      A-6