AMENDMENT NO. 1 TO
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, by and between Rite Aid Corporation, a
Delaware corporation (the "Company") and Robert G. Miller ("Executive") is entered into as of the 7th day of
May, 2001 (the "Effective Date").
WHEREAS, Executive and the Company have previously entered into that certain Employment Agreement,
dated as of December 5, 1999, as supplemented by side letter dated April 5, 2000 between counsel (the
"Employment Agreement"); and
WHEREAS, the Company wishes to provide Executive additional bonus compensation to further incentivize
Executive to remain in the employment of the Company;
NOW, THEREFORE, in consideration of the mutual premises set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive hereby
agree as follows:
1. Amendment to Employment Agreement. As of the Effective Date, the Employment Agreement is hereby
amended to incorporate by reference therein a new Appendix B, which is attached hereto as Exhibit 1.
2. Employment Agreement to Remain in Effect. Except as modified by this Amendment No. 1, the Employment
Agreement shall remain in full force and effect in accordance with its terms. Without limiting the generality of the
foregoing, the Additional Incentive Bonus payable to Executive as provided in Exhibit 1 shall not in any way limit
and is not in derogation of the Company's obligations to fully indemnify Executive for fees, costs and expenses
and any other matters (including the Kroger Suit referred to in Exhibit 1) pursuant to Section 3(f) of the
Employment Agreement. In the event of a conflict between the provisions of this Amendment No. 1 and the
Employment Agreement, this Amendment No. 1 shall be controlling.
3. Capitalized Terms. Capitalized terms used herein or in Exhibit 1 and not otherwise defined shall have the
respective meanings set forth in the Employment Agreement.
4. Fees and Expenses. Pro