PHAR-MOR, INC.
                          1995 DIRECTOR STOCK PLAN


                       ARTICLE I - PURPOSE OF THE PLAN

     The purpose of the Phar-Mor, Inc. 1995 Director Stock Plan is to promote
the long-term growth of Phar-Mor, Inc. (hereinafter sometimes referred to as
the "CORPORATION") by increasing the proprietary interest of Directors in
Phar-Mar, Inc. and to attract and retain highly qualified and capable
Directors.

                        ARTICLE II - DEFINITIONS

     Unless the context clearly indicates otherwise, the following terms shall
have the following meanings:

     2.1     "ANNUAL RETAINER" means the annual cash retainer fee payable by
the Corporation to a Director for services as a director of the Corporation,
as such amount may be changed from time to time.

     2.2     "AWARD" means an award granted to a Director under the Plan in
the form of Options or Shares, or any combination thereof.

     2.3     "BOARD" means the Board of Directors of Phar-Mor, Inc.

     2.4     "CORPORATION" means Phar-Mor, Inc.

     2.5     "DIRECTOR" means a director of the Corporation.

     2.6     "FAIR MARKET VALUE" means, with respect to any date, the average
between the highest and lowest sale prices per Share on the Nasdaq Stock
Market on such date, provided that if there shall be no sale of Shares
reported on such date, the Fair Market Value of a Share on such date shall be
deemed to be equal to the average between the highest and lowest sale prices
per Share on the Nasdaq Stock Market for the last preceding date on which
sales of Shares were reported.

     2.7     "OPTION" means an option to purchase Shares award under Article
VIII or IX which does not meet the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended, or any successor law.

     2.8     " OPTION GRANT DATE" means the date upon which an Option is
granted to a Director.

     2.9     "OPTIONEE" means a Director of the Corporation to whom an Option
has been granted or, in the event of such Director's death prior to the
expiration of an Option, such Director's executor, administrator, beneficiary
or similar person, or, in the event of a transfer permitted by Article VII
hereof, such permitted transferee.

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     2.10     "PLAN" means the Phar-Mor, Inc. 1995 Director Stock Plan, as
amended and restated from time to time.

     2.11     "SHARES" means shares of the Common Stock, par value $.01 per
share, of the Corporation.

     2.12      "STOCK AWARD DATE" means the date on which Shares are awarded
to a Director.

     2.13     "STOCK OPTION AGREEMENT" means a written agreement between a
Director and the Corporation evidencing an Option.

                ARTICLE III - ADMINISTRATION OF THE PLAN

     3.1     ADMINISTRATOR OF THE PLAN.   The Plan shall be administered by
the Compensation Committee of the Board ("Committee").

     3.2     AUTHORITY OF COMMITTEE.   The Committee shall have full power and
authority to: (i) interpret and construe the Plan and adopt such rules and
regulations as it shall deem necessary and advisable to implement and
administer the Plan, and (ii) designate persons other than members of the
Committee to carry out its responsibilities, subject to such limitations,
restrictions and conditions as it may prescribe, such determinations to be
made in accordance with the Committee's best business judgment as to the best
interests of the Corporation and its stockholders and in accordance with the
purposes of the Plan.  The Committee may delegate administrative duties under
the Plan to one or more agents as it shall deem necessary or advisable.

     3.3     DETERMINATIONS OF COMMITTEE.   A majority of the Committee shall
constitute a quorum at any meeting of the Committee, and all determinations of
the Committee shall be made by a majority of its members.  Any determination
of the Committee under the Plan may be made without notice or a meeting of the
Committee by a written consent signed by all members of the Committee.

     3.4     EFFECT OF COMMITTEE DETERMINATIONS.   No member of the Committee
or the Board shall be personally liable for any action or determination made
in good faith with respect to the Plan or any Award or to any settlement of
any dispute between a Director and the Corporation.  Any decision or action
taken by the Committee or the Board with respect to an Award or the
administration or interpretation of the Plan shall be conclusive and binding
upon all persons.

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                  ARTICLE IV - AWARDS UNDER THE PLAN

     Awards in the form of Options shall be granted to Directors in accordance
with Article VIII.  Deferred Contingent Shares may be granted to Directors in
accordance with Article IX.  Each Option granted under the Plan shall be
evidenced by a Stock Option Agreement.

                       ARTICLE V - ELIGIBILITY

     Directors of the Corporation shall be eligible to participate in the Plan
in accordance with Articles VIII and IX.

               ARTICLE VI - SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in Article XII, the aggregate number of
Shares which may be issued upon the award of Shares and the exercise of
Options shall not exceed 500,000 Shares.  To the extent that Shares subject to
an outstanding Option are not issued or delivered by reason of the expiration,
termination, cancellation or forfeiture of such Option or by reason of the
delivery of Shares (either actually or by attestation) to pay all or a portion
of the exercise price of such Option, then such Shares shall again be
available under the Plan.

             ARTICLE VII - NON-TRANSFERABILITY OF OPTIONS

     All options granted under the Plan shall not be transferable by a
Director during his or her lifetime and may not be assigned, exchanged,
pledged, transferred or otherwise encumbered or disposed of except by court
order, will or by the laws of descent and distribution.  Notwithstanding the
foregoing, in the event Options may be transferable without failing to comply
with Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), then each Option shall be transferable to the extent set
forth in the related Stock Option Agreement, as determined by the Committee
(provided that all Options granted under Article VIII with the same Option
Grant Date shall have identical provisions relating to the transferability of
such Options).  In the event that any Option is thereafter transferred as
permitted by the preceding sentence, the permitted transferee thereof shall be
deemed the Optionee hereunder.  Options shall be exercisable during the
Optionee's lifetime only by the Optionee or by the Optionee's guardian, legal
representative or similar person.

                     ARTICLE VIII - OPTIONS

     Each Director shall be granted Options, subject to the following terms
and conditions:

     8.1     TIME OF GRANT.   On the first business day of October of each
year (or, if later, on the date on which a person is first elected or begins
to serve as a Director), each person who is a Director shall be granted an
Option to purchase 10,000 Shares (which number shall be pro-rated if such
Director is first elected or begins to serve as a Director on a date other
than the date of an annual meeting of stockholders).
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     8.2     PURCHASE PRICE.   The purchase price per Share under each Option
granted pursuant to this Article shall be 100% of the Fair Market Value per
Share on the Option Grant Date.

     8.3     EXERCISE OF OPTIONS.   Each Option shall be fully exercisable on
and after the Option Grant Date.  In no event shall the period of time over
which the Option may be exercised exceed ten years from the Option Grant Date.
An Option, or portion thereof, may be exercised in whole or in part only with
respect to whole Shares.

     Shares shall be issued to the Optionee pursuant to the exercise of an
Option only upon receipt by the Corporation from the Optionee of payment in
full either in cash or by surrendering (or attesting to the ownership of)
Shares together with proof acceptable to the Committee that such Shares have
been owned by the Optionee for at least six (6) months prior to the date of
exercise of the Option, or a combination of cash and Shares, in an amount or
having a combined value equal to the aggregate purchase price for the Shares
subject to the Option or portion thereof being exercised.  The Shares issued
to an Optionee for the portion of any Option exercised by attesting to the
ownership of Shares shall not exceed the number of Shares issuable as a result
of such exercise (determined as though payment in full therefor were being
made in cash) less the number of Shares for which attestation of ownership is
submitted.  The value of owned Shares submitted (directly or by attestation)
in full or partial payment for the Shares purchased upon exercise of an Option
shall be equal to the aggregate Fair Market Value of such owned Shares on the
date of the exercise of such Option.

          ARTICLE IX - ELECTION TO RECEIVE CONTINGENT DEFERRED SHARES

     9.1     ELECTION PROCEDURES.    On the first business day of October of
each year, Shares shall be identified pursuant to this Article as being for
the contingent benefit of each Director who, at least six (6) months prior
thereto, files with the Committee or its designee a written election to
receive a contingent deferred right to such Shares in lieu of all or a portion
of such Director's Annual Retainer.  In the event a Director does not file a
written election in accordance with the preceding sentence by reason of
becoming a Director after the date which is six (6) months prior to the first
business day of October in any year, Shares shall be identified as being for
the contingent benefit of such director as of the first day (the "Effective
Date") which is six (6) months after the date such Director files with the
Committee or its designee a written election to receive Shares in lieu of all
or a portion of such Director's Annual Retainer; provided, however, that such
an election may apply only to the portion of such Director's Annual Retainer
determined by multiplying such Director's Annual Retainer by a fraction, the
numerator of which is the number of days from and including the Effective Date
to and including the last day of the period for which such Annual Retainer
would otherwise be payable, and the denominator of which is 365 or 366, as the
case may be.  An election pursuant to the first sentence of this Section 9.1
may be revoked or changed only on or prior to the date which is six (6) months
prior to the first business day of the following October.  An election
pursuant to the second sentence of this Section 9.1 shall be irrevocable.

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     9.2     TERM OF DEFERRAL.     Receipt of Shares subject to a Director
election made pursuant to Section 9.1 shall be deferred until such Director's
retirement, resignation, disability, death, or termination (other than
termination resulting in forfeiture as described in Section 9.8) , or in the
event of emergency or necessity, as hereinafter provided.

     9.3     ACCOUNTING.     The Committee shall cause records to be kept in
the name of each Director electing to participate pursuant to Section 9.1
which shall reflect the number of contingent Shares deferred by that Director.

     9.4     CONTINGENCY.     Until and except to the extent that deferred
Shares hereunder are distributed to or vested in the Directors or
beneficiaries from time to time in accordance with orders of the Committee,
the interest of each Director and beneficiary therein is contingent only and
is subject to forfeiture as provided in Section 9.8.  Title to and beneficial
ownership of the Shares, which the Corporation will identify as subject to its
contingent obligation hereunder, shall at all times remain in the Corporation;
and no Director or beneficiary shall under any circumstances acquire any
property interest in any specific assets of the Corporation.

     9.5     METHOD OF PAYMENT.

     (a)     In order to meet its contingent Share obligation hereunder, the
Corporation shall each year set aside Shares in an amount equal to the total
amounts deferred for such year under this Article IX.

     (b)     In the event of vesting, or upon the retirement, resignation,
disability death or termination (other than termination resulting in
forfeiture as described in Section 9.8) of a Director, the number of
contingent deferred Shares payable to such Director or his beneficiary shall
be determined as of that date.  If the Committee, in the exercise of its
discretion provided in Section 9.6, determines to make installment
distributions of such amount, the Corporation shall continue to set aside
Shares in an amount equal to the unpaid balance of such obligation to pay
Shares.

     9.6     METHOD OF DISTRIBUTION.     The Committee shall from time to time
determine the time and manner of making distributions of contingent deferred
Shares in case of the retirement, resignation, disability, or death of a
Director or in the event of an emergency or necessity affecting the personal
or family affairs of any Director or beneficiary of a deceased Director by
such methods as it shall find appropriate for providing incentive to Directors
for their continued service on behalf of the Corporation.  Commencement of
distribution in each case may be deferred by the Committee, but (subject to
Section 9.8) not beyond one year after the retirement, disability or death of
the Director or, in the case of a Director who shall have resigned, not beyond
one year after such director reaches the age of 65 or incurs a disability or
dies.  In the case of a Director's death before distribution is completed, the
balance may be distributed in a lump sum or on an installment basis as the
Committee may determine.

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     9.7     DESIGNATION OF BENEFICIARIES.     Each Director shall have the
right to designate beneficiaries who are to succeed to such Director's
contingent right to receive future payments hereunder in the event of death.
In case of the failure of a Director to make a designation or the death of a
designated beneficiary without the Director having designated a successor,
distribution shall be made to the Director's estate.  No designation of
beneficiaries shall be valid unless it is in writing, signed by the Director,
dated, and filed with the Committee.  Beneficiaries may be changed without the
consent of any prior beneficiaries.

     9.8     POSSIBLE FORFEITURE OF SHARES.

     (a)     The contingent right of a Director or beneficiary to receive
deferred Shares hereunder shall be forfeited upon the occurrence of any one or
more of the following events:

          (1)    If the Director is discharged for cause by the Corporation or
a subsidiary thereof; or

          (2)    If the Director shall enter into a business or employment
which the Committee determines to be (i) detrimentally competitive with the
business of the Corporation or a subsidiary, and (ii) substantially injurious
to the Corporation's financial interests;

     (b)     The Committee may at any time and from time to time order all or
any part of the value of the contingent right of a Director or beneficiary to
receive future Shares to be vested and no longer subject to forfeiture, and
may order payment of the amounts so vested on dates specified in such orders,
if it finds such action appropriate in the circumstances.

     9.9     NUMBER OF SHARES.     The number of Shares identified pursuant to
this Article shall be the number of whole Shares equal to (i) the portion of
the Annual Retainer which the Director has elected pursuant to Section 9.1 to
be payable in Shares, divided by (ii) the Fair Market Value per Share on the
date stock is identified as contingent deferred stock of the Director (which
will occur either on October 1st of the year of election or on the Effective
Date, whichever is applicable).  Any fraction of a Share shall be disregarded
and the remaining amount of such Annual Retainer shall be paid to the Director
in cash and shall not be deferred pursuant to this Article.

     9.10     CHARACTERIZATION OF THE RELATIONSHIPS CREATED BY THIS ARTICLE.
 Nothing contained herein shall be deemed to create a trust of any kind or
create any fiduciary relationship.  Shares identified hereunder shall continue
for all purposes to be treasury stock held by the Corporation, and no person
other than the Corporation shall, by virtue of the provisions of this Article
IX, have any interest in such Shares.  To the extent that any person acquires
a right to receive Shares from the Corporation under this Article IX, such
right shall be no greater than the right of any unsecured general creditor of
the Corporation.

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                ARTICLE X - AMENDMENT AND TERMINATION

     The Board may amend the Plan from time to time or terminate the Plan at
any time; provided, however, that no action authorized by this Article shall
adversely change the terms and conditions of an outstanding Option without the
Optionee's consent and, subject to Article XII, the number of Shares subject
to an Option granted under Article VIII, the purchase price therefor, the date
of grant of any such Option and the termination provisions relating to such
Option, shall not be amended more than once every six (6) months, other than
to comply with changes in the Internal Revenue Code of 1986, as amended, or
any successor law, or the Employee Retirement Income Security Act of 1974, as
amended, or any successor law, or the rules and regulations thereunder.

               ARTICLE XI - ADJUSTMENT PROVISIONS

     11.1   If the Corporation shall at any time change the number of issued
Shares without new consideration to the Corporation (such as by stock
dividend, stock split, recapitalization, reorganization, exchange of shares,
liquidation, combination or other change in corporate structure affecting the
Shares) or make a distribution of cash or property which has a substantial
impact on the value of issued Shares, the total number of Shares reserved for
issuance under the Plan shall be appropriately adjusted and the number of
Shares covered by each outstanding Option and the purchase price per Share
under each outstanding Option and the number of shares underlying Options to
be issued annually pursuant to Section 8.1 shall be adjusted so that the
aggregate consideration payable to the Corporation and the value of each such
Option shall not be changed.

     11.2   Notwithstanding any other provision of the Plan, and without
affecting the number of Shares reserved or available hereunder, the Committee
shall authorize the issuance, continuance or assumption of outstanding Options
or provide for other equitable adjustments after changes in the Shares
resulting from any merger, consolidation, sale of assets, acquisition of
property or stock, recapitalization, reorganization or similar occurrence in
which the Corporation is the continuing or surviving corporation, upon such
terms and conditions as it may deem necessary to preserve Optionees' rights
under the Plan.

     11.3   In the case of any sale of assets, merger, consolidation or
combination of the Corporation with or into another corporation other than a
transaction in which the Corporation is the continuing or surviving
corporation and which does not result in the outstanding Shares being
converted into or exchanged for different securities, cash or other property,
or any combination thereof (an "Acquisition"), any Optionee who holds an
outstanding Option shall have the right (subject to the provisions of the Plan
and any limitation applicable to the Option) thereafter and during the terms
of the Option, to receive upon exercise thereof the Acquisition Consideration
(as defined below) receivable upon the Acquisition by a holder of the number
of Shares which would have been obtained upon exercise of the Option or
portion thereof, as the case may be, immediately prior to the Acquisition.

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The term "Acquisition Consideration" shall mean the kind and amount of shares
of the surviving or new corporation, cash, securities, evidence of
indebtedness, other property or any combination thereof receivable in respect
of one Share of the Corporation upon consummation of an Acquisition.

                   ARTICLE XII - EFFECTIVE DATE

     The Plan shall be submitted to the stockholders of the Corporation for
approval and, if approved by a majority of all the votes cast at the next
annual meeting of stockholders, shall become effective as of October 3, 1995.
If stockholder approval is not obtained at the next annual meeting of
stockholders, the Plan shall be nullified.