Exhibit
10.2



EMPLOYMENT AGREEMENT



THIS
EMPLOYMENT AGREEMENT (the
‘‘Agreement’’) is entered into as of the
5th  (day) of February, 2003 (the
‘‘Effective Date’’) by and between Rite Aid
Corporation, a  Delaware corporation (the
‘‘Company’’), and Mark deBruin (the
‘‘Executive’’).


WHEREAS,
Executive desires to provide the Company with his services and the
Company desires to employ Executive in the capacity of Senior Vice
President, Pharmacy Services on the terms and subject to the conditions
set forth herein.


NOW, THEREFORE, in consideration of the
mutual representations, warranties, covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as
follows:

1. Term Of Employment.

The term
of Executive's employment with the Company hereunder (the
‘‘Term’’) pursuant to this Agreement shall
commence on the Effective Date and, unless earlier terminated pursuant
to Section 5 below, shall continue for a period ending on the date that
is three (3) years following the Effective Date; provided, however,
that on each anniversary of the Effective Date occurring prior to the
termination of Executive's employment hereunder (each such date a
‘‘Renewal Date’’), an additional year shall
be added to the Term, unless notice of non-renewal has been delivered
by one party to the other party at least 180 days prior to such Renewal
Date. For purposes of this Agreement, except as otherwise provided
herein, the phrases ‘‘year during the
Term’’ or ‘‘during any year of the
Term’’ or similar language shall refer to each 12-month
period commencing on the Effective Date or applicable anniversaries
thereof.

2. Position And
Duties.


2.1    Position.    During the
Term, Executive shall be employed as Senior Vice President, Pharmacy
Services. Following termination of Executive's employment for any
reason, Executive shall immediately resign from all offices and
positions he holds with the Company or any
subsidiary.


2.2 Duties.    Subject to
the supervision and control of the Senior Executive Vice President,
Marketing, Logistics and Pharmacy Services (or any designee), to whom
he shall report, Executive shall do and perform all services and acts
necessary or advisable to fulfill the duties and responsibilities of
his position as Senior Vice President, Pharmacy Services and shall
render such services on the terms set forth herein. In addition,
Executive shall have such other executive and managerial powers and
duties with respect to the Company and its subsidiaries, affiliates and
strategic partners as may be assigned to him by the Senior Executive
Vice President, Marketing, Logistics and Pharmacy Services or any
designee. Except for sick leave, vacations (as provided in Section 4.3
below), and excused leaves of absence, Executive shall, throughout the
Term, devote substantially all his working time, attention, knowledge
and skills faithfully and to the best of his ability, to the duties and
responsibilities of his position in furtherance of the business affairs
and activities of the Company and its subsidiaries, affiliates and
strategic partners. Executive shall at all times be subject to, observe
and carry out such rules, regulations, policies, directions, and
restrictions as the Company may from time to time establish for senior
executive officers of the
Company.

3. Compensation.


3.1 Base
Salary.    During the Term, as compensation for his services
hereunder, Executive shall receive a salary at the annualized rate of
Two Hundred Fifty Thousand Dollars ($250,000) per year
(‘‘Base Salary’’), which shall be paid in
accordance with the Company's normal payroll practices and
procedures, less such deductions or offsets required by applicable law
or otherwise authorized by Executive.

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3.2    Annual Performance
Bonus.    The Executive shall participate each fiscal year
during the Term in the Company's annual bonus plan as adopted and
approved by the Board or the Compensation Committee from time to time.
The Executive's annual target bonus opportunity pursuant to such
plan (the ‘‘Annual Target Bonus’’) shall
equal 35% of the Base Salary in effect for the Executive at the
beginning of each such fiscal
year.


3.3 Stock
Awards.


(a) At the first meeting of the
Board of Directors following his date of hire, the Compensation
Committee of the Board will approve the grant to Executive of an option
(the ‘‘Option’’) to purchase 175,000 shares
of the Company's Common Stock, par value $1.00 per share
(‘‘Company Stock’’). The Option shall (i)
be a non-qualified stock option, (ii) have an exercise price equal to
the closing price of the Company Stock as reported on the NYSE on the
effective date, (iii) have a term of ten (10) years following the
effective date, (iv) vest and become exercisable as to one-fourth of
the shares of the Company Stock subject to the option on each of the
first four (4) anniversaries of the effective date, (v) be subject to
the acceleration exercise and termination provisions set forth in
Section 3.3(b) and Article 5 hereof and (vi) otherwise be evidenced by
and subject to the terms of the Company's stock option agreement
for officers.

(b) Upon the occurrence of a Change in
Control of the Company prior to the termination of Executive's
employment with the Company, the Options then held by Executive shall
immediately vest and become exercisable in full and all remaining
restrictions on any restricted stock granted to executive shall
immediately lapse. For purposes of this Agreement
‘‘Change in Control’’ shall have the
meaning set forth in the attached Appendix A.

(c) It is
understood and acknowledged by Executive that the securities underlying
the Options will not be subject to an effective registration statement
under the federal securities laws until some time after the Effective
Date. The Company agrees that if, as of the date of termination of
Executive's employment under the circumstances described in
Sections 5.3 and 5.5, the securities underlying the then vested and
exercisable portion of the Options are not subject to an effective
registration statement, the 90-day periods in Section 5.3 and 5.5, as
applicable, will be deemed to run from the first date such securities
become subject to an effective registration statement. The Company
further agrees that if, as of the date of Executive's voluntary
termination of employment other than for Good Reason, the securities
underlying the then vested and exercisable portion of the Options are
not subject to an effective registration statement, Executive will be
permitted to exercise the Options to the extent vested and exercisable
as of the date of such termination of employment, during the 30-day
period following the first date such securities become subject to an
effective registration statement.

4. Additional
Benefits.


4.1    Employee
Benefits.    During the Term, Executive shall be entitled to
participate in the employee benefit plans in which management employees
of the Company are generally eligible to participate, subject to any
eligibility requirements and the other generally applicable terms of
such plans.


4.2    Expenses.    During
the Term, the Company shall reimburse Executive for any expenses
reasonably incurred by him in furtherance of his duties hereunder,
including without limitation travel, meals and accommodations, upon
submission of vouchers or receipts and in compliance with such rules
and policies relating thereto as the Company may from time to time
adopt or as may be required in order to permit such payments to be
taken as proper deductions by the Company or any subsidiary under the
Internal Revenue Code of 1986, as amended, and the rules and
regulations adopted pursuant thereto now or hereafter in
effect.


4.3    Vacation.    Executive
shall be entitled to four weeks paid vacation during each year of the
Term.


4.4    Automobile
Allowance.    During the Term, the Company shall provide
Executive with an automobile allowance of $750.00 per
month.


4.5    Annual Financial Planning
Allowance.    During each year of the Term, the Company
shall provide Executive with an executive planning allowance in the
amount of $3,000.

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4.6    Relocation
Expenses.    Within one hundred eighty days (180) following
the effective date, Executive shall relocate his principal residence
from the Phoenix, Arizona to the Harrisburg, Pennsylvania area. The
Company shall reimburse Executive for his reasonable expenses incurred
in moving his household goods and cars from Phoenix, Arizona to
Harrisburg in accordance with the Company's moving expense
policies applicable to executive officers
generally.

(b) The Company shall reimburse Executive for
his reasonable living expenses for a temporary residence in the
Harrisburg area until the date of relocation.

(c) The
Company shall reimburse Executive for reasonable and customary closing
costs incurred in the purchase of a principal residence in the
Harrisburg area.

(d) The Company shall reimburse
Executive for the reasonable costs of a reasonable number of round trip
airfares for travel between Phoenix, Arizona and Harrisburg,
Pennsylvania prior to his date of relocation. The Company shall also
reimburse Executive for a reasonable number of round trip visits
between Phoenix and the Harrisburg area by his immediate family members
prior to the relocation date, including reasonable costs for meals,
lodging, and transportation during such trips.

(e) In all
other respects, Executive shall be entitled to benefits under the
Company's Executive level relocation policy, as from time to time
in
effect.


4.7    Indemnification.    The
Company shall (a) indemnify and hold Executive harmless, to the full
extent permitted under applicable law, for, from and against any and
all losses, claims, costs, expenses, damages, liabilities or actions
(including security holder actions, in respect thereof) relating to or
arising out of the Executive's employment with and service as an
Officer of the Company; and (b) pay all reasonable costs, expenses and
attorney's fees incurred by Executive in connection with or
relating to the defense of any such loss, claim, cost, expense, damage,
liability or action. Following any termination of the Executive's
employment or service with the Company, the Company shall cause any
Director and Officer liability insurance policies applicable to the
Executive prior to such termination to remain in effect for six (6)
years following the date of termination of
employment.

5. Termination.


5.1    Termination
of Executive's Employment by the Company for
Cause.    The Company may terminate Executive's
employment hereunder for Cause (as defined below). Such termination
shall be effected by written notice thereof delivered by the Company to
Executive, indicating in reasonable detail the facts and circumstances
alleged to provide a basis for such termination, and shall be effective
as of the date of such notice in accordance with Section 12 hereof.
‘‘Cause’’ shall mean (i) Executive's
gross negligence or willful misconduct in the performance of the duties
or responsibilities of his position with the Company or any subsidiary,
or failure to timely carry out any lawful directive of the Senior
Executive Vice President, Marketing, Logistics and Pharmacy Services or
any designee; (ii) Executive's misappropriation of any funds or
property of the Company or any subsidiary; (iii) the conduct by
Executive which is a material violation of Company Policy or which
materially interferes with the Executive's ability to perform his
duties; (iv) the commission by Executive of an act of fraud or
dishonesty toward the Company or any subsidiary or misconduct which
damages or injures the Company or the Company's reputation; (v)
Executive is convicted of or pleads to a felony involving moral
turpitude; or (vi) the use or imparting by Executive of any
confidential or proprietary information of the Company, or any
subsidiary in violation of any confidentiality or proprietary agreement
to which Executive is a
party.


5.2 Compensation upon Termination by
the Company for Cause or by Executive without Good
Reason.    In the event of Executive's termination of
employment (i) by the Company for Cause or (ii)  by Executive
voluntarily without Good Reason:

(a) Executive
shall be entitled to receive (i) all amounts of accrued but unpaid Base
Salary through the effective date of such termination, (ii)
reimbursement for reasonable and necessary expenses incurred by
Executive through the date of notice of such termination, to the extent
otherwise provided under Section 4.2 above and (iii) all other vested
payments and benefits to which Executive may otherwise be entitled
pursuant to the terms of the applicable benefit plan or 

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arrangement through the effective date of such
termination (i), (ii) and (iii), the (‘‘Accrued
Benefits’’). All other rights of Executive (and, except
as provided in Section 5.6 below, all obligations of the Company)
hereunder or otherwise in connection with Executive's employment
with the Company shall terminate effective as of the date of such
termination of employment.

(b) Except as provided
in Section 3.3(c), any portion of the Options that has not been
exercised prior to the date of termination shall immediately terminate
as of such date, and any portion of any Restricted Stock or any other
equity incentive awards as to which the restrictions have not lapsed or
as to which any other conditions shall not have been satisfied prior to
the date of termination shall be forfeited as of such
date.

Any termination of Executive's employment by
Executive voluntarily without Good Reason shall be effective upon 30
days' notice to the
Company.


5.3    Compensation upon Termination of
Executive's Employment by the Company Other Than for Cause or by
Executive for Good Reason.    Executive's employment
hereunder may be terminated by the Company other than for Cause or by
Executive for Good Reason. In the event that Executive's
employment hereunder is terminated by the Company other than for Cause
or by Executive for Good Reason:

(a) Executive shall be
entitled to receive (i) the Accrued Benefits, (ii) an amount equal to
two times the sum of Executive's then Base Salary plus Annual
Target Bonus as of the date of termination of employment, such amount
payable in equal installments pursuant to the Company's standard
payroll procedures for management employees over a period of two years
following the date of termination of employment, and (iii) continued
health insurance coverage for Executive and his immediate family for a
period of two years following the date of termination of employment. In
addition, if such termination occurs following the start of the
Company's fiscal year beginning on or about March 2001, Executive
shall also be entitled to receive a pro rata annual bonus determined by
multiplying Executive's then Annual Target Bonus by a fraction,
(x) the numerator of which is the number of days between the beginning
of the then current fiscal year of the Company and the date of
termination of employment and (y) the denominator of which is
365.

(b) All stock option awards held by Executive shall
vest and become immediately exercisable and the restrictions with
respect to any awards of restricted stock shall lapse, in each case to
the extent such options would otherwise have become vested and
exercisable (or such restrictions would have lapsed) had Executive
remained in the employ of the Company for a period of two years
following the date of termination. Except as provided in Section
3.3(c), such portion of Executive's stock options (together with
any portion of Executive's stock options that have vested and
become exercisable prior to the date of termination) shall remain
exercisable for a period of 90 days following the date of termination
of employment (or, if earlier, until the expiration of the respective
terms of the options), whereupon all such options shall terminate. Any
remaining portion of Executive's stock options that have not
vested as of the date of termination shall terminate as of such date;
and all shares of Restricted Stock as to which the restrictions shall
not have lapsed as of the date of termination shall be forfeited as of
such date.

(c) All other rights of Executive (and,
except as provided in Section 5.6 below, all obligations of the
Company) hereunder or otherwise in connection with Executive's
employment with the Company shall terminate effective as of the date of
such termination of employment.

Any termination of
employment pursuant to this Section 5.3 shall be effective upon thirty
(30) days notice thereof.


5.4    Definition of
Good Reason.    For purposes of this Agreement,
‘‘Good Reason’’ shall mean the occurrence
of any one of the following:

(a) any material adverse
alteration in Executive's titles, positions, status, duties,
authorities, reporting relationship or responsibilities with the
Company or its subsidiaries from those specified in this Agreement, as
the same may be augmented from time to time;

(b) the
assignment to Executive of any duties or responsibilities materially
inconsistent with Executive's status as Senior Vice President,
Pharmacy Services of the Company; or

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(c) any other material breach of
this Agreement by the Company, including without limitation any
decrease in Executive's then Base Salary or Annual Target Bonus
opportunity as set forth in Sections 3.1 and
3.2;

provided, however, that in each such case the Company
shall have the right, within ten (10) days after receipt of notice from
Executive of the Company's violation of any of the foregoing, to
cure the event or circumstances giving rise to such Good Reason, in the
event of which cure such event or circumstances shall be deemed not to
constitute Good Reason hereunder.


5.5 Compensation
upon Termination of Executive's Employment by Reason of
Executive's Death or Total Disability.    In the event
that Executive's employment with the Company is terminated by
reason of Executive's death or Total Disability (as defined
below):

(a) Executive or Executive's estate,
as the case may be, shall be entitled to receive (i) the Accrued
Benefits, (ii) any other benefits payable under the then current
disability and/or death benefit plans, as applicable, in which
Executive is a participant and (iii) continued health insurance
coverage for Executive and/or his immediate family, as applicable, for
a period of two years following the date of termination of
employment.

(b) All stock option awards held by Executive
shall vest and become immediately exercisable and the restrictions with
respect to any awards of Restricted Stock shall lapse, in each case to
the extent such options would otherwise have become vested and
exercisable (or such restrictions would have lapsed) had Executive
remained in the employ of the Company for a period of two years
following the date of termination. Except as provided in Section
3.3(c), such portion of Executive's stock options (together with
any portion of Executive's stock options that have vested and
become exercisable prior to the date of termination) shall remain
exercisable for a period of 90 days following the date of termination
of employment (or, if earlier, until the expiration of the respective
terms of the options), whereupon all such options shall terminate. Any
remaining portion of Executive's stock options that have not
vested as of the date of termination shall terminate as of such date;
and all shares of Restricted Stock as to which the restrictions shall
not have lapsed as of the date of termination shall be forfeited as of
such date.

(c) All other rights of Executive (and,
except as provided in Section 5.6 below, all obligations of the
Company) hereunder or otherwise in connection with Executive's
employment with the Company shall terminate effective as of the date of
such termination of employment.

‘‘Total
Disability’’ shall mean any physical or mental disability
that prevents Executive from performing one or more of the essential
functions of his position for a period of not less than 90 days in any
12-month period and/or which is expected to be of permanent
duration.


5.6    Survival.    In the
event of any termination of Executive's employment for any
reason, Executive and the Company nevertheless shall continue to be
bound by the terms and conditions set forth in Sections 6 through 10
below, which shall survive the expiration of the
Term.


5.7    Excise Tax
Gross-Up.


(a) In the event that any payment or
benefit received or to be received by the Executive pursuant to the
Terms of this Agreement or any other plan, arrangement or agreement of
the Company (or any affiliate) (collectively, the
‘‘Payments’’) would be equal to the Excise
Tax (the ‘‘Excise Tax’’) imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (the
‘‘Code’’), as determined as provided below,
the Company shall pay to the Executive, at the time specified in
Section 5.7(b) below an additional amount (the ‘‘Gross-Up
Payment’’) such that the net amount retained by the
Executive, after deduction of the Excise Tax on payments and any
federal, state and local income and employment or other tax and the
Excise Tax upon the Gross-Up Payment, and any interest, penalties or
additions to tax payable by the company Executive with respect thereto,
shall be equal to the Total payments. For purposes of determining
whether any of the Payments will be subject to the Excise Tax and the
amounts of such Excise Tax, (1) the total amount of the Payments shall
be treated as ‘‘parachute payments’’ within
the meaning of section 280G(b)(2) of the Code, and all
‘‘excise parachute payments’’ within the
meaning of section 280G(b)(1) of the Code 

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shall be treated as subject to the Excise Tax,
except to the extent that, in the opinion of tax counsel
(‘‘Tax Counsel’’) reasonably acceptable to
Executive and selected by the accounting firm which was, immediately
prior to the event giving rise to the Payment, the Company's
independent auditor (the ‘‘Auditor’’), a
Payment (in whole or in part) does not constitute a
‘‘parachute payment’’ within the meaning of
section 280G(b)(2) of the Code, or such ‘‘excess
parachute payments’’ (in whole or in part) are not
subject to the Excise Tax, (2) the amount of the Payments that shall be
treated as subject to the Excise Tax shall be equal to the lesser of
(A) the total amount of the Payments or (B)  the amount of
‘‘excess parachute payments’’ within the
meaning of section 280G(b)(1) of the Code (after applying clause (1)
hereof), and (3) the value of any noncash benefits or any deferred
payment or benefit shall be determined by the Auditor in accordance
with the principles of sections 280G(d)(3) and (4) of the Code. For
purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay federal income taxes at the highest
marginal rates of federal income taxation applicable to individuals in
the calendar year in which the Gross-Up Payment is to be made and state
and local income taxes at the highest marginal rates of taxation
applicable to individuals as are in effect in the state and locality of
the Executive's residence in the calendar year in which the
Gross-Up Payment is to be made, net of the maximum reduction in federal
income taxes that can be obtained from deduction of such state and
local taxes, taking into account any limitations applicable to
individuals subject to federal income tax at the highest marginal
rates.

(b) The Gross-Up Payment provided for in
Section 5.7(a) hereof shall be made upon the earlier of (i) ten days
following the date of termination of Executive's employment or
(ii) the imposition upon the Executive or payment by the Executive of
any Excise Tax.

(c) If it is established pursuant to a
final determination of a court or an Internal Revenue Service
proceeding that the Excise Tax is less than the amount taken into
account under Section 5.7(a) hereof, the Executive shall repay to the
Company within thirty (30) days of the Executive's receipt of
notice of such final determination the portion of the Gross-Up Payment
attributable to such reduction (plus the portion of the Gross-Up
Payment attributable to the Excise Tax and federal, state and local
income tax imposed on the portion of the Gross-Up Payment being repaid
by the Executive if and to the extent that such repayment results in a
reduction in Excise Tax and a dollar-for-dollar reduction in the
Executive's taxable income and wages for the purpose of federal,
state and local income taxes) plus any interest received by the
Executive on the amount of such repayment. If it is established
pursuant to a final determination of a court or an Internal Revenue
Service proceeding that the Excise Tax exceeds the amount taken into
account hereunder (including without limitation by reason of any
payment the existence or amount of which cannot be determined at the
time of the Gross-Up Payment), the Company shall make an additional
Gross-Up Payment pursuant to Section 5.7(a) in respect of such excess
within thirty (30) days of the Company's receipt of notice of
such final determination or proceeding. The Executive and the Company
shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or
amount of liability for Excise Tax with respect to the
Payments.

(d) In the event of any change in, or
further interpretation of, sections 280G or 4999 of the Code and the
regulations promulgated thereunder, the Executive shall be entitled, by
written notice to the Company, to request an opinion of Tax Counsel
regarding the application of such change to any of the foregoing, and
the Company shall use its best efforts to cause such opinion to be
rendered as promptly as practicable. All fees and expenses of the
Auditor and Tax Counsel incurred in connection with this Agreement
shall be borne by the Company.


5.8    No Other
Severance or Termination Benefits.    Except as expressly
set forth herein, Executive shall not be entitled to damages or to any
severance or other benefits upon termination of employment with the
Company under any circumstances and for any or no
reason.

6. Protection of Confidential
Information.

Executive acknowledges that during the course
of his employment with the Company, its subsidiaries, affiliates and
strategic partners, he will be exposed to documents and other
information regarding the confidential affairs of the Company, its
subsidiaries, affiliates and strategic partners, 

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including without limitation information about
their past, present and future financial condition, the markets for
their products, key personnel, past, present or future actual or
threatened litigation, trade secrets, current and prospective customer
lists, operational methods, acquisition plans, prospects, plans for
future development and other business affairs and information about the
Company and its subsidiaries, affiliates and strategic partners not
readily available to the public (the ‘‘Confidential
Information’’). Executive further acknowledges that the
services to be performed under this Agreement are of a special, unique,
unusual, extraordinary and intellectual character. In recognition of
the foregoing, the Executive covenants and agrees as
follows:


6.1    No Disclosure or Use of Confidential
Information.    At no time shall Executive ever divulge,
disclose, or otherwise use any Confidential Information, unless and
until such information is readily available in the public domain by
reason other than Executive's disclosure or use thereof in
violation of the first clause of this Section
6.1.


6.2    Return of Company Property, Records
and Files.    Upon the termination of Executive's
employment at any time and for any reason, or at any other time the
Board may so direct, Executive shall promptly deliver to the
Company's offices in Harrisburg, Pennsylvania all of the property
and equipment of the Company, its subsidiaries, affiliates and
strategic partners (including any cell phones, pagers, credit cards,
personal computers, etc.) and any and all documents, records, and
files, including any notes, memoranda, customer lists, reports or any
and all other documents, including any copies thereof, whether in hard
copy form or on a computer disk or hard drive, which relate to the
Company, its subsidiaries, affiliates, strategic partners, successors
or assigns, and/or their respective past and present officers,
directors, employees or consultants (collectively, the
‘‘Company Property, Records and Files’’);
it being expressly understood that, upon termination of
Executive's employment at any time and for any reason, Executive
shall not be authorized to retain any of the Company Property, Records
and Files.

7. Noncompetition and Other
Matters.


7.1    Noncompetition.    During
the Term and, as applicable, for the two-year period immediately
following the date of termination of Executive's employment
either (x) by the Company for Cause or (y) by Executive other than for
Good Reason, Executive shall not, directly or indirectly, in any city,
town, county, parish or other municipality in any state of the United
States (the names of each such city, town, parish, or other
municipality, including, without limitation, the name of each county in
the Commonwealth of Pennsylvania being expressly incorporated by
reference herein), or any other place in the world, where the Company,
or its subsidiaries, affiliates, strategic partners, successors, or
assigns, engages in the ownership, management and operation of retail
drugstores (i) engage in a Competing Business for Executive's own
account; (ii) enter the employ of, or render any consulting services
to, any Competing Business; or (iii) become interested in any Competing
Business in any capacity, including, without limitation, as an
individual, partner, shareholder, officer, director, principal, agent,
trustee or consultant; provided, however, Executive may (i)
own, directly or indirectly, solely as a passive investment, securities
of any entity traded on any national securities exchange if Executive
is not a controlling person of, or a member of a group which controls,
such entity and does not, directly or indirectly, own 1% or more
of any class of securities of such entity. For purposes of this Section
7.1, the phrase ‘‘Competing Business’’
shall mean any entity a majority of whose business involves the
ownership and operation of retail drug
stores.


7.2 Noninterference.    During
the Term and for the two-year period immediately following the date of
termination of Executive's employment at any time and/or any
reason (the ‘‘Restricted Period’’),
Executive shall not, directly or indirectly, solicit, induce, or
attempt to solicit or induce any officer, director, employee, agent or
consultant of the Company or any of its subsidiaries, affiliates,
strategic partners, successors or assigns to terminate his, her or its
employment or other relationship with the Company or its subsidiaries,
affiliates, strategic partners, successors or assigns for the purpose
of associating with any competitor of the Company or its subsidiaries,
affiliates, strategic partners, successors or assigns, or otherwise
encourage any such person or entity to leave or sever his, her or its
employment or other relationship with the Company or its subsidiaries,
affiliates, strategic partners, successors or assigns for any other
reason.

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7.3 Nonsolicitation.    During
the Restricted Period, Executive shall not, directly or indirectly,
solicit, induce, or attempt to solicit or induce any customers,
clients, vendors, suppliers or consultants then under contract to the
Company or its subsidiaries, affiliates, strategic partners, successors
or assigns, to terminate his, her or its relationship with the Company
or its subsidiaries, affiliates, strategic partners, successors or
assigns, for the purpose of associating with any competitor of the
Company or its subsidiaries, affiliates, strategic partners, successors
or assigns, or otherwise encourage such customers, clients, vendors,
suppliers or consultants then under contract to terminate his, her or
its relationship with the Company or its subsidiaries, affiliates,
strategic partners, successors or assigns for any
reason.

8. Rights and Remedies upon
Breach.

If Executive breaches, or threatens to commit a
breach of, any of the provisions of Sections 6 or 7 above (the
‘‘Restrictive Covenants’’), the Company and
its subsidiaries, affiliates, strategic partners, successors or assigns
shall have the following rights and remedies, each of which shall be
independent of the others and severally enforceable, and each of which
shall be in addition to, and not in lieu of, any other rights or
remedies available to the Company or its subsidiaries, affiliates,
strategic partners, successors or assigns at law or in
equity.


8.1    Specific
Performance.    The right and remedy to have the Restrictive
Covenants specifically enforced by any court of competent jurisdiction
by injunctive decree or otherwise, it being agreed that any breach or
threatened breach of the Restrictive Covenants would cause irreparable
injury to the Company or its subsidiaries, affiliates, strategic
partners, successors or assigns and that money damages would not
provide an adequate remedy to the Company or its subsidiaries,
affiliates, strategic partners, successors or
assigns.


8.2    Accounting.    The
right and remedy to require Executive to account for and pay over to
the Company or its subsidiaries, affiliates, strategic partners,
successors or assigns, as the case may be, all compensation, profits,
monies, accruals, increments or other benefits derived or received by
Executive as a result of any transaction or activity constituting a
breach of any of the Restrictive
Covenants.


8.3    Severability of
Covenants.    Executive acknowledges and agrees that the
Restrictive Covenants are reasonable and valid in geographic and
temporal scope and in all other respects. If any court determines that
any of the Restrictive Covenants, or any part thereof, is invalid or
unenforceable, the remainder of the Restrictive Covenants shall not
thereby be affected and shall be given full force and effect without
regard to the invalid
portions.


8.4    Modification by the
Court.    If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable because of
the duration or scope of such provision, such court shall have the
power (and is hereby instructed by the parties) to reduce the duration
or scope of such provision, as the case may be (it being the intent of
the parties that any such reduction be limited to the minimum extent
necessary to render such provision enforceable), and, in its reduced
form, such provision shall then be
enforceable.


8.5    Enforceability in
Jurisdictions.    Executive intends to and hereby confers
jurisdiction to enforce the Restrictive Covenants upon the courts of
any jurisdiction within the geographic scope of such covenants. If the
courts of any one or more of such jurisdictions hold the Restrictive
Covenants unenforceable by reason of the breadth of such scope or
otherwise, it is the intention of Executive that such determination not
bar or in any way affect the right of the Company or its subsidiaries,
affiliates, strategic partners, successors or assigns to the relief
provided herein in the courts of any other jurisdiction within the
geographic scope of such covenants, as to breaches of such covenants in
such other respective jurisdictions, such covenants as they relate to
each jurisdiction being, for this purpose, severable into diverse and
independent covenants.


9. No
Violation of Third-Party Rights.    Executive represents,
warrants and covenants that he:

(i) will not, in the
course of employment, infringe upon or violate any proprietary rights
of any third party (including, without limitation, any third party
confidential relationships, patents, copyrights, mask works, trade
secrets, or other proprietary rights);

8








(ii) is not a party to any
conflicting agreements with third parties, which will prevent him from
fulfilling the terms of employment and the obligations of this
Agreement;

(iii) does not have in his possession
any confidential or proprietary information or documents belonging to
others and will not disclose to the Company, use, or induce the Company
to use, any confidential or proprietary information or documents of
others; and

(iv) agrees to respect any and all
valid obligations which he may now have to prior employers or to others
relating to confidential information, inventions, discoveries or other
intellectual property which are the property of those prior employers
or others, as the case may be.

Executive has supplied to the
Company a copy of each written agreement to which Executive is subject,
which includes any obligation of confidentiality, assignment of
intellectual property or non-competition.

Executive agrees to
indemnify and save harmless the Company from any loss, claim, damage,
cost or expense of any kind (including without limitation, reasonable
attorney fees) to which the Company may be subjected by virtue of a
breach by Executive of the foregoing representations, warranties, and
covenants.

10. Arbitration.

Except
as necessary for the Company and its subsidiaries, affiliates,
strategic partners, successors or assigns or Executive to specifically
enforce or enjoin a breach of this Agreement (to the extent such
remedies are otherwise available), the parties agree that any and all
disputes that may arise in connection with, arising out of or relating
to this Agreement, or any dispute that relates in any way, in whole or
in part, to Executive's employment with the Company or any
subsidiary, affiliate or strategic partner, the termination of that
employment or any other dispute by and between the parties or their
subsidiaries, affiliates; strategic partners, successors or assigns,
shall be submitted to binding arbitration in Harrisburg, Pennsylvania
according to the National Employment Dispute Resolution Rules and
procedures of the American Arbitration Association. The parties agree
that the parties shall each bear his or its own attorneys' fees
and costs in connection with any such arbitration. This arbitration
obligation extends to any and all claims that may arise by and between
the parties or their subsidiaries, affiliates, strategic partners,
successors or assigns, and expressly extends to, without limitation,
claims or causes of action for wrongful termination, impairment of
ability to compete in the open labor market, breach of an express or
implied contract, breach of the covenant of good faith and fair
dealing, breach of fiduciary duty, fraud, misrepresentation,
defamation, slander, infliction of emotional distress, disability, loss
of future earnings, and claims under the Pennsylvania Constitution, the
United States Constitution, and applicable state and federal fair
employment laws, federal and state equal employment opportunity laws,
and federal and state labor statutes and regulations, including, but
not limited to, the Civil Rights Act of 1964, as amended, the Fair
Labor Standards Act, as amended, the Americans With Disabilities Act of
1990, as amended, the Rehabilitation Act of 1973, as amended, the
Employee Retirement Income Security Act of 1974, as amended, the Age
Discrimination in Employment Act of 1967, as amended, and any other
state or federal
law.

11. Assignment.

Neither this
Agreement, nor any of Executive's rights or obligations
hereunder, may be assigned or otherwise subject to hypothecation by
Executive. The Company may assign its rights and obligations hereunder,
in whole or in part, (i) to any of the Company's subsidiaries,
affiliates, or parent corporations; or (ii) to any other successor or
assign in connection with the sale of all or substantially all of the
Company's assets or stock or in connection with any merger,
acquisition and/or reorganization involving the
Company.

12. Notices.

All notices and
other communications under this Agreement shall be in writing and shall
be given by fax or first class mail, certified or registered with
return receipt requested, and shall be deemed to 

9









have been duly given three (3) days after
mailing or twenty-four (24) hours after transmission of a fax to the
respective persons named below:

		
	If to the Company:
 	Rite Aid Corporation
30 Hunter Lane
Camp
Hill, Pennsylvania 17011
 Attention: General Counsel
 Fax:
(717) 760-7867


		
	If to Executive: 	Mark
deBruin
 30 Hunter Lane
 Camp Hill, Pennsylvania
17011


Any party may change such party's address for
notices by notice duly given pursuant
hereto.

13. General.


13.1    No
Offset or Mitigation.    The Company's obligation to
make the payments provided for in, and otherwise to perform its
obligations under, this Agreement shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action that
the Company may have against the Executive or others whether in respect
of claims made under this Agreement or otherwise. In no event shall the
Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts, benefits and other
compensation payable or otherwise provided to the Executive under any
of the provisions of this Agreement, and such amounts shall not be
reduced, regardless of whether the Executive obtains other
employment.


13.2    Governing Law.    This
Agreement shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania without giving effect
to conflicts of laws principles thereof which might refer such
interpretations to the laws of a different state or
jurisdiction.


13.3    Entire
Agreement.    This Agreement sets forth the entire
understanding of the parties relating to Executive's employment
with the Company and cancels and supersedes all agreements,
arrangements and understandings relating thereto made prior to the date
hereof, written or oral, between the Executive and the Company and/or
any subsidiary or affiliate.


13.4    Amendments;
Waivers.    This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms or covenants
hereof may be waived, only by a written instrument executed by the
parties, or in the case of a waiver, by the party waiving compliance.
The failure of any party at any time or times to require performance of
any provision hereof shall in no manner affect the right of such party
at a later time to enforce the same. No waiver by any party of the
breach of any term or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such breach,
or a waiver of the breach of any other term or covenant contained in
this Agreement.


13.5    Conflict with Other
Agreements.    Executive represents and warrants that
neither his execution of this Agreement nor the full and complete
performance of his obligations hereunder will violate or conflict in
any respect with any written or oral agreement or understanding with
any person or entity.


13.6    Successors and
Assigns.    This Agreement shall inure to the benefit of and
shall be binding upon the Company (and its successors and assigns) and
Executive and his heirs, executors and personal
representatives.


13.7    Withholding.    Notwithstanding
any other provision of this Agreement, the Company may withhold from
amounts payable under this Agreement all federal, state, local and
foreign taxes that are required to be withheld by applicable laws or
regulations.


13.8    Severability.    The
invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of
this Agreement. If any provision of 

10









this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision,
together with all other provisions of this Agreement, shall remain
valid and enforceable and continue in full force and effect to the
fullest extent consistent with law.


13.9    No
Assignment.    The rights and benefits of the Executive
under this Agreement may not be anticipated, assigned, alienated or
subject to attachment, garnishment, levy, execution or other legal or
equitable process except as required by law. Any attempt by the
Executive to anticipate, alienate, assign, sell, transfer, pledge,
encumber or charge the same shall be void. Payments hereunder shall not
be considered assets of the Executive in the event of insolvency or
bankruptcy.


13.10    Survival.    This
Agreement shall survive the termination of Executive's employment
and the expiration of the Term to the extent necessary to give effect
to its provisions.


13.11    Captions.    The
section headings contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this
Agreement.


13.12    Counterparts.    This
Agreement may be executed by the parties hereto in separate
counterparts; each of which when so executed and delivered shall be an
original but all such counterparts together shall constitute one and
the same instrument.

11









IN WITNESS WHEREOF, Executive and
the Company have executed this Agreement as of the date first written
above.

RITE AID
CORPORATION


		                                                                            





		By:
/s/ Mary
Sammons                                 





		Its:
President & COO
                                     





		EXECUTIVE





		/s/
Jerry Mark
deBruin                                




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APPENDIX A

A
‘‘Change in Control of the Company’’ shall
be deemed to have occurred if, as the result of a single transaction or
a series of transactions, the event set forth in any one of the
following paragraphs shall have
occurred:

(1)    any Person is or becomes
the Beneficial Owner, directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of
the Company's then outstanding voting securities;
or

(2) Incumbent Directors cease at any
time and for any reason to constitute a majority of the number of
directors then serving on the Board. ‘‘Incumbent
Directors’’ shall mean directors who either (A) are
directors of the Company as of the Effective Date or (B) are elected,
or nominated for election, to the Board with the affirmative votes of
at least a majority of the Incumbent Directors at the time of such
election or nomination (but shall not include an individual whose
election or nomination is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation,
relating to the election of directors to the Board);
or

(3) there is consummated a merger or
consolidation of the Company or any direct or indirect subsidiary of
the Company with any other corporation, other than (i) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or any parent
thereof) at least 60% of the combined voting power of the
securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of securities of
the Company representing 25% or more of the combined voting
power of the Company's then outstanding voting securities;
or

(4) the stockholders of the Company
approve a plan of complete liquidation or dissolution of the Company or
an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity, at least 60% of the
combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as
their ownership of the Company immediately prior to such
sale.

‘‘Affiliate’’ shall have the
meaning set forth in Rule 12b-2 under Section 12 of the Exchange
Act.

‘‘Beneficial Owner’’ shall have
the meaning set forth in Rule 13d-3 under the Exchange Act, except that
a Person shall not be deemed to be the Beneficial Owner of any
securities which are properly filed on a Form
13G.

‘‘Exchange Act’’ shall mean the
Securities Exchange Act of 1934, as amended from time to
time.

‘‘Person’’ shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and
used in Sections 13(d) and 14(d) thereof, except that such term shall
not include (i) the Company or any of its subsidiaries, (ii) a trustee
or other fiduciary holding securities under an employee benefit plan of
the Company or any of its subsidiaries, (iii) an underwriter
temporarily holding securities pursuant to an offering of such
securities or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as
their ownership of stock of the
Company.

13