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                                   EXHIBIT 4.5

               THE BON-TON STORES, INC. PROFIT SHARING/RETIREMENT
                                  SAVINGS PLAN

                                 AMENDMENT NO. 2

            WHEREAS, The Bon-Ton Stores, Inc. (the "Company") has established
The Bon-Ton Stores, Inc. Profit Sharing/Retirement Savings Plan (the "Plan");
and

            WHEREAS, the Company desires to amend the Plan to incorporate
certain technical changes to conform the Plan to its ongoing administrative and
operational practices; and

            WHEREAS, Section 12 of the Plan authorizes the Company to amend the
Plan.

            NOW, THEREFORE, the Plan is hereby amended, effective July 1, 1995,
as follows.

            1. Subsection 3(d) of the Plan is hereby amended to read:

                  "Termination and Requalification. An Employee who was a Member
                  in the Plan and who subsequently becomes ineligible for any
                  reason shall requalify for participation on the date on which
                  he is next credited with an Hour of Service in an eligible job
                  classification under subsection 3(a) or, if later on the Entry
                  Date after he satisfies the age requirement. An Employee who
                  has satisfied the service requirement of subsection 3(a) and
                  incurs at least a one year Break in Service shall be eligible
                  to participate in the Plan on the Entry Date which follows the
                  later of his completion of one Year of Service following his
                  reemployment by the Employer after his Break in Service or his
                  attainment of age 21."

            2. Subsection 4(e) of the Plan is hereby amended to read:

                  "(e) Forfeitures. Any portion of the Accrued Benefits of
                  Members which have been forfeited pursuant to the provisions
                  of subsections 8(h)(iv)
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                  and 8(h)(v) hereof shall be applied to increase Company
                  contributions. If the Plan should terminate with any
                  forfeitures not allocable under this section 4 in the Plan
                  Year in which the Plan terminates, such forfeitures shall be
                  distributed to the Members or former Members from whose
                  Accrued Benefits the forfeitures arose."

            3. Subsection 4(f) of the Plan is hereby amended to read:

                  "(f) Salary Reduction Contributions. Each Employee who becomes
                  eligible to participate under subsection 3(a) may contribute
                  any whole percentage of his Compensation as he shall elect in
                  writing on a form prescribed by the Committee from and
                  including (i) 1% up to and including 15% if he is not a
                  "highly compensated employee" and (ii) 1% up to and including
                  5% (or such other limitation as is established by the
                  Committee as soon as practical following the end of the prior
                  Plan Year) if he is a "highly compensated employee". The
                  initial election to contribute may be effective as soon as
                  administratively feasible following the January 1, or July 1
                  occurring after such election, for Compensation after such
                  date. Such contribution shall be accomplished through direct
                  reduction of pay after the election is in effect. A Member may
                  elect (i) to increase or decrease his contribution no more
                  than four times a year, with any such change to be effective
                  as soon as practicable after the calendar quarter following
                  receipt of notice of change by the Committee or (ii) to
                  discontinue his contributions effective as soon as practicable
                  following receipt of notice of discontinuance by the
                  Committee. All elections shall be made in writing on a form
                  prescribed therefor and shall be subject to timely delivery to
                  the Committee. The Participating Companies shall pay over to
                  the Fund all contributions made under this subsection at such
                  time or times as the Company shall determine. Contributions
                  made by the Participating Companies under this subsection
                  shall be allocated to the Salary Reduction Accounts of the
                  Members from the Compensation the contributions were withheld
                  in an amount equal to the amount withheld. Such contributions
                  shall be deemed to be employer contributions made on behalf of
                  Members to a


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                  qualified cash or deferred arrangement (within the meaning of
                  section 401(k)(2) of the Code)."

            4. Subsection 4(k) of the Plan is hereby amended to read:

                  "(k) Forfeitures. Amounts which have been forfeited from a
                  Member's Company Contribution Account in any Plan Year
                  pursuant to the provisions of subsection 4(n), 8(d) or 8(e)
                  hereof shall be allocated among the Members who made salary
                  reduction contributions under subsection 4(f) for the Plan
                  Year in proportion to their respective matching contributions
                  under subsection 4(j) for such Plan Year, prior to the
                  allocation of the amounts to be allocated under this
                  subsection 4(k). Such amounts shall be treated as additions to
                  the Member's Company Contribution Account."

            5. Subsection 4(m)(i) of the Plan is hereby amended to read:

                  "(m) Non-Deductible Member Contributions (i) Amount. Each
                  Member who is not a "highly compensated employee" shall be
                  eligible to make non-deductible Member contributions to the
                  Fund for such Plan Year in an amount not in excess of 5% of
                  such Member's Compensation for the Plan Year; provided,
                  however, that the total of the Member's non-deductible
                  contributions under this subsection and salary reduction
                  contributions under subsection 4(f) cannot exceed 15% of the
                  Member's Compensation. The permitted contribution under this
                  subsection shall be reduced to the extent necessary to
                  preclude the sum of the contributions made under subsections
                  4(f), 4(j) and this subsection from exceeding the limitations
                  of subsection 5. To the extent feasible, any such excess shall
                  be refunded by the Participating Companies to the Member
                  before contribution to the Fund to the extent necessary to
                  avoid reduction of the allocation provided for in subsection
                  5(a)."

            6. Subsection 4(m)(iv) of the Plan is hereby amended by adding the
following to the end thereof:


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                  "A Member may recommence contributions under subsection 4(m)
                  effective as of the first day of a calendar quarter which
                  follows the twelve month period in which such contributions
                  were not permitted."

            7. Subsection 6(b) of the Plan is hereby amended to read:

                  "Categories.

                  (b) Member Elections. In accordance with rules established by
                  the Committee, each Member shall have the right to designate
                  the Investment Category or Categories in which new
                  contributions under section 4, other than Company
                  contributions made pursuant to subsection 4(a), allocated to
                  such Member and prior balances in his accounts are invested.
                  Any designation or change in designation of Investment
                  Category shall be made in writing on forms provided by and
                  submitted to the Committee. A Member may make changes of
                  Investment Categories for new contributions under subsection
                  4(f) or subsection 4(m) and prior account balances effective
                  as soon as administratively feasible after the first Valuation
                  Date following timely delivery to the Committee of written
                  notice of the change on the form prescribed for such notice.
                  New contributions under subsection 4(j) and reallocated
                  forfeitures under subsection 4(k) shall be invested in the
                  same manner as under the election in effect for new
                  contributions made under subsection 4(f) on the date the
                  contribution is made or the forfeiture is physically
                  reallocated. Any election of Investment Categories by any
                  Member shall, on its effective date, cancel any prior
                  election. The right to elect Investment Categories as set
                  forth herein shall be the sole and exclusive investment power
                  granted to a Member. In accordance with subsection 2(d), the
                  Committee may promulgate separate accounting and
                  administrative rules to facilitate the establishment or
                  maintenance of an Investment Category."

            8. Subsection 6(c) of the Plan is hereby amended by deleting said
section in its entirety and redesignating


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subsections 6(d) through and including 6(k) as subsections 6(c) through and
including 6(j).

            9. Subsection 6(e) of the Plan is hereby amended by adding the
following to the end thereof:

                  "Any increase or decrease in the market value of the portion
                  of the Member's Accrued Benefit that is attributable to Profit
                  Sharing Contributions ("Profit Sharing Amount") since the
                  preceding Valuation Date, as computed by the Trustee in
                  accordance with the provisions of the Plan, and all income
                  collected and expenses paid and realized profits and losses
                  shall be added to or deducted from the Profit Sharing Amount
                  of each Member in the ratio that each Member's Profit Sharing
                  Amount at the prior Valuation Date bears to the total of all
                  such Profit Sharing Amounts."

            10. Subsection 8(h)(iv) "Time of Forfeiture"and Subsection 8(h)(v)
"Restoration of Forfeiture" of the Plan are hereby renumbered as subsection
8(h)(v) "Time of Forfeiture" and subsection 8(h)(vi) "Restoration of
Forfeiture".

            11. Subsection 9(a)(i) of the Plan is hereby amended to read:

                  " (i)Termination of Employment Benefits. (A) If the Member's
                  nonforfeitable Accrued Benefit exceeds $3,500, (A)
                  distribution of benefits prior to the Member's Normal
                  Retirement Date shall not commence unless the Member consents
                  to such distribution in writing and (B) if a Member has been
                  married to his or her then spouse for at least one year on the
                  date on which benefit payments are to commence, then
                  distribution shall be subject to subsection 9(e). If the
                  Member does not consent to distribution, his Accrued Benefit
                  shall be retained in the Fund. Distribution shall commence as
                  of the Valuation Date next following the first to occur of the
                  April 1st of the calendar year following the calendar year in
                  which the Member attains age 70-1/2 or as soon as
                  administratively possible following the Member's death
                  (provided the Committee has notice of the Member's death)."


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            12. Subsection 9(i) of the Plan is hereby amended to read:

                        "(i) Special Provisions Regarding Distributions.
                  Anything in this section 9 to the contrary notwithstanding,
                  the following special provisions shall apply with respect to
                  distributions:

                              (i) If the Accrued Benefit of a Member at the time
                  of the Member's initial required benefit distribution (as
                  determined pursuant to subsection 9(a)) is $3,500.00 or less,
                  the entire Accrued Benefit shall be distributed to the Member
                  in one lump sum.

                              (ii) If the minimum required distribution to a
                  Member who has attained age 70-1/2 is less than $300.00 but
                  the Member's Accrued Benefit exceeds $300.00, the Member may
                  elect annually (by written request to the Committee) a
                  distribution of up to $300.00, but in no event shall the
                  aggregate amount of such distributions exceed the Member's
                  Accrued Benefit.

                              (iii) With respect any Member whose employment
                  terminates on or after November 1, 1991, in the case of a
                  Member whose nonforfeitable Accrued Benefit at the time
                  scheduled for distribution is $3,500 or less, and who fails to
                  return to the Committee completed election forms with respect
                  to the distribution of his benefits within one month from the
                  date the forms are mailed to the Member, the Committee shall
                  cause the Accrued Benefit, less all applicable taxes, to be
                  distributed to the Member in a lump sum as soon thereafter as
                  practicable, anything in the Plan to the contrary
                  notwithstanding."

            13. Subsection 10(g)(ii) of the Plan is hereby amended to read:

                  "(ii) A Member who has attained age 55, whose right to his
                  Accrued Benefit is nonforfeitable, and whose Hours of Service
                  for the Company are reduced to less than twenty (20) Hours of
                  Service per week shall have the right, exercisable not more
                  frequently than once in each Plan Year, to a distribution of a
                  portion of his Accrued Benefit attributable to Profit Sharing
                  Contributions as of the first Valuation Date occurring after
                  the Member's delivery of a written request for


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                  withdrawal to the Committee. The Member shall specify with
                  said request the amount of the distribution provided, however,
                  that such amount shall be at least $300.00 but shall not
                  exceed the lesser of (A) the amount by which the Member's
                  Compensation has been reduced as a result of his performing
                  fewer Hours of Service, or (B) the Member's Accrued Benefit
                  attributable to Profit Sharing Contributions."

            14.   In all other respects the Plan is hereby ratified
                  and confirmed.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed this
1st day of October, 1995.

ATTEST:                                   THE BON-TON STORES, INC.

/s/ Robert E. Stern                       By /s/ Michael L. Gleim
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[Corporate Seal]


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