Exhibit 4.18


                                AMENDMENT NO. 3
                                    TO THE
                     PERRY DISTRIBUTORS, INC. 401(k) PLAN


         WHEREAS, Perry Distributors, Inc. ("Company") maintains the Perry
Distributors, Inc. 401(k) Plan; and

         WHEREAS, the Company is authorized under Section 15.1 of the Plan to
amend the Plan; and

         WHEREAS, the Company desires to re-open the Rite Aid Corporation
Stock Fund for new investments to members of the Plan on a limited basis so
that (1) no more than 10% of a member's salary deferral contributions and loan
repayments can be allocated to the Rite Aid Corporation Stock Fund and (2)
member-directed transfers from other Plan investment funds to the Rite Aid
Corporation Stock Fund will not be permitted; and

         WHEREAS, the Company has authorized officers, including the
undersigned officer, of the Rite Aid Corporation to determine the time at
which it is appropriate to re-open the Rite Aid Corporation Stock Fund; and

         WHEREAS, the Company further desires to clarify the parties who are
authorized under the Plan to designate the investment alternatives available
to members of the Plan.

         NOW, THEREFORE, the Plan is hereby amended, effective May 27, 2003,
as follows:

1.       A new subparagraph (G) is added to Section 11.3(b)(ii) to read as
         follows:

            "(G) The Plan has a Separate Investment Fund that invests
            primarily in the common stock of The Rite Aid Corporation ("Rite
            Aid Corporation Stock Fund" or the "Rite Aid Stock Fund"). The
            Employer, or its designee, shall have the authority to determine
            when to open the Rite Aid Stock Fund to investment by Members and
            on what basis. Notwithstanding any other provision of the Plan to
            the contrary, effective as of the date established by an
            authorized officer or officers (as so designated by the Board), a
            Member may allocate up to ten percent (10%) (but no more than ten
            percent) of such Member's Elective Contributions to the Rite Aid
            Stock Fund. No other contributions (except such prorata piece of
            any loan repayments that are invested in the same manner as salary
            deferral contributions) may be allocated to the Rite Aid Stock
            Fund. A Member may transfer funds from the Rite Aid Stock Fund to
            any other Separate Investment Fund under the Plan. Notwithstanding
            any other provision of the Plan to the contrary, no transfers are
            permitted to the Rite Aid Stock Fund from any other Separate
            Investment Fund under the Plan. The Employer may, by Plan
            amendment, modify the provisions of this subparagraph (G) of
            Section 11.3(b)(ii)."

2.       A new Section 11.3(c) is added to read as follows:

            "(c) Selection of Separate Investment Funds. Notwithstanding any
            provision of the Plan to the contrary, the Employee Benefits
            Administration Committee shall have the responsibility for
            selecting the Separate Investment Funds offered to Members in the
            Plan, except (1) to the extent that the Employer delegates such
            responsibility to an institutional trustee or to an investment
            manager (within the meaning of Section 3(38) of ERISA) appointed
            by the Employer for that purpose or (2) with respect to the Rite
            Aid Stock Fund."

3.       In all other respects, the Plan shall remain in full force and effect.

         IN WITNESS WHEREOF, this Amendment has been executed this 27th day of
May, 2003.

                                         Perry Distributors, Inc.


                                          By:   /s/ Robert B. Sari
                                             -----------------------------
                                             Name:  Robert B. Sari
                                             Title: Senior Vice President,
                                                    General Counsel and
                                                    Secretary