Exhibit 4.9


                             AMENDMENT NUMBER ONE
                                    TO THE
              RITE AID 401(K) DISTRIBUTION EMPLOYEES SAVINGS PLAN

               (Amended and Restated Effective January 1, 2001)

         WHEREAS, Rite Aid Corporation (the "Corporation") has the authority
under the Rite Aid 401(k) Distribution Employees Savings Plan (the "Plan") to
amend the Plan in any respect at any time; and

         WHEREAS, the Plan was completely amended and restated effective
January 1, 2001; and

         WHEREAS, the Corporation now wishes to amend the Plan, (i) effective
as of January 1, 2002, to provide for a change to the definition of disability
for purposes of disability retirement to refer to a determination by the
Social Security Administration to simplify benefit claims administration, and
(ii) effective as of January 1, 2003, to provide that participants who are at
least age 50 may make elective catch-up contributions as permitted by the
Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA").

         NOW, THEREFORE, the Plan is hereby amended, effective as of the dates
set forth below, as follows:

1.       Section 2.14 of the Plan is hereby amended, effective as of January
         1, 2002, in its entirety to read as follows:

               "'Disability Retirement Date' means, with respect to any
         Participant, the first day of the month coinciding with or
         immediately following eligibility for disability benefits.
         'Disability' means the total and permanent inability of a Participant
         due to mental or physical illness or injury to perform the duties of
         his regular occupation as certified by a qualified physician selected
         by the Plan Administrator. Notwithstanding the foregoing, effective
         for claims filed on and after January 1, 2002, Disability means the
         condition of a Participant who is determined to be eligible for
         Social Security disability benefits by the Social Security
         Administration."

2.       The first paragraph of Section 5.1 of the Plan following the heading
         Salary-Reduction Contributions is hereby amended, effective as of
         January 1, 2003, in its entirety to read as follows:

               "Each Participant may elect to defer, through periodic payroll
         deductions, from 1% up to 15% of his Compensation, except as
         otherwise provided under Section 5.8 and subject to the other
         limitations provided in this Section, for the Plan Year and to have
         this amount contributed under the Plan. Such deferred amounts are
         hereinafter referred to as "Salary-Reduction Contributions." Such
         Contributions will be made pursuant to a Salary-Reduction Agreement."

3.       The second paragraph of Section 5.1 of the Plan following the
         heading Salary-Reduction Contributions is hereby amended, effective
         as of January 1, 2003, in its entirety to read as follows:

               "A Participant's Salary-Reduction Contributions will not exceed
         the dollar limit set forth in Code section 402(g) for the Taxable
         Year of the Participant, except to the extent permitted under Section
         5.8 of the Plan and section 414(v) of the Code, if applicable. The
         dollar limitation will be adjusted annually as provided in Code
         section 415(d) pursuant to Regulations. The adjusted limitation will
         be effective as of January 1st of each calendar year."

4.       Article V of the Plan is hereby amended, effective as of January 1,
         2003, by adding a new Section 5.8 to the Plan to read as follows:

               "5.8 Catch-Up Contributions. Effective for Plan Years beginning
         on and after January 1, 2003, in accordance with procedures adopted
         by the Administrator, all Participants who have attained age 50
         before the close of a Plan Year shall be eligible to make catch-up
         contributions from 0% to 50% of Compensation, in accordance with, and
         subject to the limitations of, section 414(v) of the Code. Such
         catch-up contributions shall not be taken into account for purposes
         of the provisions of the Plan implementing the required limitations
         of sections 402(g) and 415 of the Code. The Plan shall not be treated
         as failing to satisfy the provisions of the Plan implementing the
         requirements of section 401(k)(3), 410(b), and 416 of the Code, as
         applicable, by reason of the making of such catch-up contributions."

5.       The last paragraph of Section 5.6(a) of the Plan is hereby amended,
         effective as of January 1, 2003, to read as follows:

         "Effective for Plan Years beginning on and after January 1, 2002, the
         maximum annual addition shall not exceed the lesser of $40,000 (as
         adjusted for cost of living under Code section 415(d)) and 100% of
         the Participant's Code section 415 Compensation for the Plan Year,
         except to the extent permitted under Section 5.8 of the Plan and
         section 414(v) of the Code, if applicable."

6.       In all other respects, the provisions of the Plan shall remain in
         full force and effect.


         IN WITNESS WHEREOF, this Amendment has been executed this 9th day
of December, 2002.

                                              RITE AID CORPORATION


                                              By: /s/ Keith W. Lovett
                                                 -------------------------------
                                              Title: Senior Vice President