Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with
the Securities Exchange Commission. The omissions have been indicated by “[*** Redacted***],”
and the omitted text has been filed separately with the Securities and Exchange Commission.
THIRD AMENDMENT TO SUPPLY AGREEMENT
This Third Amendment to the Supply Agreement (the “Third Amendment”) is entered into the 1st day of
February, 2009, by and between Rite Aid Corporation (“Rite Aid”) and McKesson Corporation (“McKesson”).
Pursuant to the terms of the Supply Agreement dated December 22, 2003 (the “Rite Aid Agreement”) as
amended by the First Amendment to the Supply Agreement dated December 8, 2007 (the “First Amendment”)
and the Second Amendment to the Supply Agreement dated November 7, 2008 (the “Second Amendment”)
(collectively referred to herein as the “Agreement”), McKesson and Rite Aid entered into an agreement to
establish a program for McKesson’s supply of pharmaceutical and OTC products to Rite Aid.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, McKesson
and Rite Aid hereby agree as follows:
1. Effective as of the first day of the first full month following the Third Amendment Effective Date (as
defined herein), the DSD cost of goods matrix set forth in Section 3.2 of the Agreement is hereby deleted
in its entirety and replaced with the following:
DSD Cost of Goods Matrix
Chain-Wide Average Product Purchases
Per Location/Month (less Returns)
2. Section 3.11 of the Agreement is hereby deleted in its entirety.
3. This Third Amendment shall become effective on February 1, 2009 (“Third Amendment Effective
4. Except as amended above, the Agreement remains unchanged and in full force and effect. Capitalized
terms used in this Third Amendment and not otherwise defined he