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                   AMENDMENT NO. 1 TO SENIOR CREDIT AGREEMENT

                                    This AMENDMENT NO. 1, dated as of September
                           19, 2001, to the SENIOR CREDIT AGREEMENT dated as of
                           June 27, 2001 (as amended and modified from time to
                           time, the "Senior Credit Facility"), among RITE AID
                           CORPORATION, a Delaware corporation ("Rite Aid" or
                           the "Borrower"), the Banks (as defined in Article 1
                           thereof), CITICORP USA, INC. ("Citicorp USA"), as a
                           Swingline Bank, as an Issuing Bank, and as
                           administrative agent for the Banks (in such capacity,
                           the "Senior Administrative Agent"), CITICORP USA,
                           INC., as collateral agent for the Banks (in such
                           capacity, the "Senior Collateral Agent") and THE
                           CHASE MANHATTAN BANK, CREDIT SUISSE FIRST BOSTON and
                           FLEET RETAIL FINANCE INC., as syndication agents (in
                           such capacity, the "Syndication Agents").

                                    RECITALS

     A. Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Senior Credit Facility.

     B. The Borrower has requested that certain amendments be made to the Senior
Credit Facility.

     C. The Borrower and the Banks are entering this Amendment pursuant to
Section 9.05(a) of the Senior Credit Facility.

                                   AGREEMENTS

     In consideration of the foregoing Recitals, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower and the Banks agree as follows:

     SECTION 1. Amendments to the Senior Credit Facility.  (a) The definition of
Specified  Debt  Financings  is hereby  amended and  restated in its entirety as
follows:

     "'Specified Debt Financings' means (i) the Additional Senior Second
Priority Debt; (ii) the Additional Second Priority Debt; (iii) any unsecured
Debt permitted by Sections 5.20(g) and (h); (iv) any Debt or Attributable Debt
permitted by Section 5.20(i) of the Senior Credit Facility; (v) any Debt or
Attributable Debt permitted by Section 5.20(o) of the Senior Credit Facility;
and (vi) at the discretion of the Borrower, any portion of equity securities or
equity-linked (e.g., trust preferred) securities issued by the Borrower the Net
Cash Proceeds of which do not exceed the sum of the amount of Debt and
Attributable Debt then currently permitted by Sections 5.20(g), (h), (i) and
(o), provided that the amount of Debt and/or Attributable Debt permitted by
Sections 5.20(g), (h), (i) and/or (o) shall be reduced by the amount of the Net
Cash Proceeds of such issuance of equity or equity-linked securities and
provided further that prior to issuing any such equity or equity-linked
securities, the Borrower shall deliver to the Senior Administrative Agent a
certificate of a Financial Officer of the Borrower setting forth the Section or
Sections to be reduced, if any, and the remaining capacity, if any, available to
the Borrower to incur additional Debt (or issue equity) under such Sections."

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     (b) Section 2.13(d)(ii)(B) is hereby amended and restated in its entirety
as follows:

     "(B) to general corporate purposes of the Borrower in an amount not to
     exceed $300,000,000 less the amount, as set forth in a certificate of a
     Financial Officer of the Borrower delivered to the Senior Administrative
     Agent, determined in good faith by the Borrower to be necessary to repay at
     par the Borrower's 5.25% Convertible Subordinated Notes due 2002 and 6.00%
     Dealer Remarketable Securities due 2003;"

     (c) Section 5.20(g) of the Senior Credit Facility is hereby amended and
restated in its entirety as follows:

     "(g) (x) Additional Senior Second Priority Debt of the Borrower (including
     any Replacement Senior Second Priority Debt in respect thereof and any
     unsecured Debt extending, or having the effect of extending, the maturity
     of, or refunding, refinancing or exchanging, in whole or in part such
     Additional Senior Second Priority Debt, which unsecured Debt meets the
     requirements set forth in clauses (i) through (iv) of Section 5.20(f)), in
     an aggregate principal amount at any time outstanding, together with the
     aggregate principal amount at any time outstanding of Debt incurred
     pursuant to clause (y), not to exceed $200,000,000 less the aggregate
     amount of Attributable Debt outstanding at any time in respect of the
     Synthetic Lease Obligations and Debt extending, refunding, refinancing or
     exchanging such Synthetic Lease Obligations incurred pursuant to clause (e)
     above (without regard to any amounts incurred thereunder and permitted by
     Section 5.29); provided that (i) the terms and conditions of such Debt
     shall be satisfactory to the Supermajority Banks and (ii) such Debt shall
     by its terms provide that it is subordinated only to the Senior Obligations
     and (y) unsecured Debt of the Borrower (including any unsecured Debt
     extending, or having the effect of extending, the maturity of, or
     refunding, refinancing or exchanging, in whole or in part such Debt, which
     unsecured Debt meets the requirements set forth in clauses (i) through (iv)
     of Section 5.20(f)) that is not Guaranteed by any Subsidiary of the
     Borrower, matures after April 1, 2006 and otherwise has terms no more
     restrictive than those of the 11.25% Senior Notes due 2008, in an aggregate
     principal amount not to exceed $200,000,000 less the aggregate amount of
     Attributable Debt outstanding at any time in respect of the Synthetic Lease
     Obligations and Debt extending, refunding, refinancing or exchanging such
     Synthetic Lease Obligations incurred pursuant to clause (e) above (without
     regard to any amounts incurred thereunder and permitted by Section 5.29);
     provided that the aggregate principal amount of Debt and Attributable Debt
     permitted by this Section 5.20(g) and by Sections 5.20(h), (i) and (o) (or
     any combination thereof) shall at all times be reduced by the aggregate
     outstanding undefeased principal amount of the Borrower's 5.25% Convertible
     Subordinated Notes due 2002 and 6.00% Dealer Remarketable Securities due
     2003 and the aggregate outstanding principal amount of any Debt or
     Attributable Debt (other than Debt under the Senior Loan Documents) that
     extends, or has the effect of extending, the maturity of, or refunds,
     refinances or is issued in exchange for, such 5.25% Convertible
     Subordinated Notes due 2002 and 6.00% Dealer Remarketable Securities due
     2003;"

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     (d) Section 5.20(h) of the Senior Credit Facility is hereby amended and
restated in its entirety as follows:

     "(h) (x) Additional Second Priority Debt (including any Replacement Second
     Priority Debt in respect thereof and any unsecured Debt extending, or
     having the effect of extending, the maturity of, or refunding, refinancing
     or exchanging, in whole or in part such Additional Second Priority Debt,
     which unsecured Debt meets the requirements set forth in clauses (i)
     through (iv) of Section 5.20(f)) in an aggregate principal amount, together
     with the aggregate principal amount of Debt incurred pursuant to clause
     (y), not exceeding $300,000,000 and having a final maturity date after
     January 1, 2006 and (y) unsecured Debt of the Borrower (including any
     unsecured Debt extending, or having the effect of extending, the maturity
     of, or refunding, refinancing or exchanging, in whole or in part such Debt,
     which unsecured Debt meets the requirements set forth in clauses (i)
     through (iv) of Section 5.20(f)) that is not Guaranteed by any Subsidiary
     of the Borrower, matures after April 1, 2006 and otherwise has terms no
     more restrictive than those of the 11.25% Senior Notes due 2008, in an
     aggregate principal amount not to exceed $300,000,000; provided that the
     aggregate principal amount of Debt and Attributable Debt permitted by this
     Section 5.20(h) and by Sections 5.20(g), (i) and (o) (or any combination
     thereof) shall at all times be reduced by the aggregate outstanding
     undefeased principal amount of the Borrower's 5.25% Convertible
     Subordinated Notes due 2002 and 6.00% Dealer Remarketable Securities due
     2003 and the aggregate outstanding principal amount of any Debt or
     Attributable Debt (other than Debt under the Senior Loan Documents) that
     extends, or has the effect of extending, the maturity of, or refunds,
     refinances or is issued in exchange for, such 5.25% Convertible
     Subordinated Notes due 2002 and 6.00% Dealer Remarketable Securities due
     2003;"

     (e) Section 5.20(i) of the Senior Credit Facility is hereby amended and
restated in its entirety as follows:

     "(i) (x) Debt or Attributable Debt, including any Debt or Attributable Debt
     extending, or having the effect of extending, the maturity of, or
     refunding, refinancing or exchanging, in whole or in part such Debt or
     Attributable Debt, in an aggregate principal amount at any time
     outstanding, together with the aggregate principal amount at any time
     outstanding of Debt incurred pursuant to clause (y), not to exceed
     $150,000,000 secured by Liens on real property or in the form of Sale and
     Leaseback Transactions in respect of such real property and having a
     final maturity date after January 1, 2006; provided that such Liens do not
     attach to, and such Sale and Leaseback Transactions shall not be in respect
     of, any property or assets other than such real property and shall not, in
     any event, attach to, or be in respect of, any of the Mortgaged Properties
     and (y) unsecured Debt of the Borrower (including any unsecured Debt
     extending, or having the effect of extending, the maturity of, or
     refunding, refinancing or exchanging, in whole or in part such Debt, which
     unsecured Debt meets the requirements set forth in clauses (i) through (iv)
     of Section 5.20(f)) that is not Guaranteed by any Subsidiary of the
     Borrower, matures after April 1, 2006 and otherwise has terms no more
     restrictive than those of the 11.25% Senior Notes due 2008, in an aggregate
     principal amount not to exceed $150,000,000;  provided that the aggregate
     principal amount of Debt and Attributable Debt  permitted by this Section
     5.20(i) and by Sections 5.20(g), (h) and (o) (or any  combination thereof)
     shall at all times be reduced by the aggregate outstanding  undefeased
     principal amount of the Borrower's 5.25% Convertible Subordinated  Notes
     due 2002 and 6.00% Dealer Remarketable Securities due 2003 and the
     aggregate outstanding principal amount of any Debt or Attributable Debt
     (other  than Debt under the Senior Loan Documents) that extends, or has
     the effect of  extending, the maturity of, or refunds, refinances or is
     issued in exchange for, such  5.25% Convertible Subordinated Notes due
     2002 and 6.00% Dealer Remarketable  Securities due 2003;"

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     (f) Section 5.20(o) of the Senior Credit Facility is hereby amended and
restated in its entirety as follows:

     "(o) (x) Debt (including Capital Leases) and Attributable Debt in respect
     of Synthetic Leases and Sale and Leaseback Transactions incurred to finance
     the acquisition after the Initial Borrowing Date of property or assets
     provided that (i) such Debt or Attributable Debt is incurred within 24
     months of the acquisition of such property or assets, (ii) any Lien
     securing such Debt or Attributable Debt is limited to the property or
     assets financed with the proceeds thereof and (iii) the aggregate principal
     amount of Debt and Attributable Debt incurred pursuant to this clause (x),
     together with the aggregate principal amount at any time outstanding of
     Debt incurred pursuant to clause (y), shall not exceed $100,000,000 at any
     time outstanding and (y) unsecured Debt of the Borrower (including any
     unsecured Debt extending, or having the effect of extending, the maturity
     of, or refunding, refinancing or exchanging, in whole or in part such Debt,
     which unsecured Debt meets the requirements set forth in clauses (i)
     through (iv) of Section 5.20(f)) that is not Guaranteed by any Subsidiary
     of the Borrower, matures after April 1, 2006 and otherwise has terms no
     more restrictive than those of the 11.25% Senior Notes due 2008, in an
     aggregate principal amount not to exceed $100,000,000; provided that the
     aggregate principal amount of Debt and Attributable Debt permitted by this
     Section 5.20(o) and by Sections 5.20(g), (h) and (i) (or any combination
     thereof) shall at all times be reduced by the aggregate outstanding
     undefeased principal amount of the Borrower's 5.25% Convertible
     Subordinated Notes due 2002 and 6.00% Dealer Remarketable Securities due
     2003 and the aggregate outstanding principal amount of any Debt or
     Attributable Debt (other than Debt under the Senior Loan Documents) that
     extends, or has the effect of extending, the maturity of, or refunds,
     refinances or is issued in exchange for, such 5.25% Convertible
     Subordinated Notes due 2002 and 6.00% Dealer Remarketable Securities due
     2003; and"

     SECTION 2. Agreement of the Borrower. The Borrower agrees that, prior to
incurring any Debt pursuant to Section 5.20(g)(y), 5.20(h)(y), 5.20(i)(y) or
5.20(o)(y), it shall deliver to the Senior Administrative Agent a certificate of
a Financial Officer of the Borrower setting forth the applicable Section
pursuant to which the Debt shall be incurred and the remaining capacity, if any,
available to the Borrower to incur additional Debt under such Sections.

     SECTION 3. Binding Effect and Effectiveness. This Amendment may be executed
in as many counterparts as may be convenient and shall become binding when each
of the Borrower, the Senior Administrative Agent and each of the required Banks
has executed and delivered at least one counterpart hereof.

     SECTION 4. Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of New York, without regard to the conflicts
of law provisions thereof.

     SECTION 5. Reference to Senior Credit Facility. Except as amended hereby,
the Senior Credit Facility shall remain in full force and effect and is hereby
ratified and confirmed in all respects. On and after the effectiveness of the
amendment to the Senior Credit Facility accomplished hereby, each reference in
the Senior Credit Facility, to "this Agreement", "hereunder", "hereof", "herein"
or words of like import, and each reference to the Senior Credit Facility shall
be deemed a reference to the Senior Credit Facility, as amended hereby, as the
case may be. This Amendment shall constitute a "Senior Loan Document" for all
purposes of the Senior Credit Facility and the other Senior Loan Documents.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers as of the date first above written.


                               RITE AID CORPORATION


                               By:______________________________________________
                               Name:
                               Title:



                               CITICORP USA, INC., Individually and as Senior
                               Administrative Agent and Senior Collateral Agent,


                               By:______________________________________________
                               Name:
                               Title:

<PAGE>

                                                                 AMENDMENT NO. 1
                                           DATED AS OF SEPTEMBER 19, 2001 TO THE
                                                 RITE AID SENIOR CREDIT FACILITY



                         To approve Amendment No. 1:

                         Name of Institution:

                         ____________________________________


                         by__________________________________
                           Name:
                           Title: