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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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RITE AID CORPORATION
P.O. BOX 3165
HARRISBURG, PENNSYLVANIA 17105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 23, 201121, 2012

To Our Stockholders:

What:      Our 20112012 Annual Meeting of Stockholders

When:     June 23, 201121, 2012 at 10:1:30 a.m.p.m., local time

Where:    Hilton HarrisburgHoliday Inn Harrisburg-East
                One North Second Street4751 Lindle Road
                Harrisburg, Pennsylvania 17101PA 17111

Why:       At this Annual Meeting, stockholders will be asked to:

1.

Elect tennine directors to hold office until the 20122013 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;



2.

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm;



3.

Approve, on an advisory basis, the compensation of our named executive officers as presented in the proxy statement;



4.

Recommend, on an advisory basis,Approve the frequencyadoption of future advisory votes on the compensation of our named executive officers;Rite Aid Corporation 2012 Omnibus Equity Plan;



5.

ActConsider and vote on acertain stockholder proposal,proposals, if properly presented relating to a policy regarding gross-up payments;at the Annual Meeting; and



6.

Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

        In addition, the holders of the 7% Series G Cumulative Convertible Pay-in-Kind Preferred Stock and 6% Series H Cumulative Convertible Pay-in-Kind Preferred Stock, voting together as a single class, separately from the holders of common stock, will vote to elect one director to hold office until the 20122013 Annual Meeting of Stockholders and until a successor is duly elected and qualified.

        The close of business on April 28, 201126, 2012 has been fixed as the record date for determining those Rite Aid stockholders entitled to vote at the Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will receive this notice of, and be eligible to vote at, the Annual Meeting and any adjournment or postponement of the Annual Meeting. The above items of business for the Annual Meeting are more fully described in the proxy statement accompanying this notice.

        Your vote is important.    Please read the proxy statement and the instructions on the enclosed proxy card and then, whether or not you plan to attend the Annual Meeting in person, and no matter how many shares you own, please submit your proxy promptly by telephone or via the Internet in accordance with the instructions on the enclosed proxy card, or by completing, dating and returning your proxy card in the envelope provided. This will not prevent you from voting in person at the Annual Meeting. It will, however, help to assure a quorum and to avoid added proxy solicitation costs.

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        You may revoke your proxy at any time before the vote is taken by delivering to the Secretary of Rite Aid a written revocation or a proxy with a later date (including a proxy by telephone or via the Internet) or by voting your shares in person at the Annual Meeting, in which case your prior proxy would be disregarded.

		By order of the Board of Directors
		Marc A. Strassler Secretary Camp Hill, Pennsylvania May 13, 201125, 2012

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RITE AID CORPORATION
P.O. BOX 3165
HARRISBURG, PENNSYLVANIA 17105

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 23, 201121, 2012

GENERAL INFORMATION

Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on June 23, 2011:21, 2012:

The proxy statement and annual report, as well as the Company's proxy card, are available atwww.proxyvote.com.

        This proxy statement is being furnished to you by the Board of Directors (the "Board" or "Board of Directors") of Rite Aid Corporation (the "Company" or "Rite Aid") to solicit your proxy to vote your shares at our 20112012 Annual Meeting of Stockholders.Stockholders (the "Annual Meeting"). The Annual Meeting will be held on June 23, 201121, 2012 at 10:1:30 a.m.p.m., local time, at the HiltonHoliday Inn Harrisburg-East, 4751 Lindle Road, Harrisburg, One North Second Street, Harrisburg, Pennsylvania 17101.PA 17111. This proxy statement, the foregoing notice and the accompanying proxy card are first being mailed on or about May 13, 201129, 2012 to all holders of our common stock, par value $1.00 per share, and 7% Series G Cumulative Convertible Pay-in-Kind Preferred Stock and 6% Series H Cumulative Convertible Pay-in-Kind Preferred Stock, entitled to vote at the Annual Meeting. At Rite Aid and in this proxy statement, we refer to our employees as associates.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Who is entitled to vote at the Annual Meeting?

        Holders of Rite Aid common stock, and shares of 7% Series G Cumulative Convertible Pay-in-Kind Preferred Stock and 6% Series H Cumulative Convertible Pay-in-Kind Preferred Stock, which are collectively referred to in this proxy statement as the "LGP Preferred Stock,preferred stock," as of the close of business on the record date, April 28, 2011,26, 2012, will receive notice of, and be eligible to vote at, the Annual Meeting and any adjournment or postponement of the Annual Meeting. At the close of business on the record date, Rite Aid had outstanding and entitled to vote 890,226,532899,062,805 shares of common stock and 1,640,7531,741,436 shares of LGP preferred stock (which, on an as-if-converted basis, are entitled to an aggregate of 29,831,87931,662,471 votes). No other shares of Rite Aid capital stock are entitled to notice of and to vote at the Annual Meeting.

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What matters will be voted on at the Annual Meeting?

        There are fiveseven proposals that are scheduled to be considered and voted on at the Annual Meeting:

•

Proposal No. 1:    Elect tennine directors to hold office until the 20122013 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

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•

Proposal No. 2:    Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm;



•

Proposal No. 3:    Conduct an advisory vote to approve the compensation of our named executive officers as presented in this proxy statement;



•

Proposal No. 4:    Conduct an advisory vote as toApprove the frequencyadoption of future advisory votes on the compensation of our named executive officers; andRite Aid Corporation 2012 Omnibus Equity Plan;



•

Proposal No. 5:    Consider a stockholder proposal relating to a policy regarding gross-up payments.payments;



•

Proposal No. 6:    Consider a stockholder proposal relating to performance award metrics; and



•

Proposal No. 7:    Consider a stockholder proposal relating to the relationships of the directors.

        In addition, the holders of the LGP Preferred Stock,preferred stock, voting separately as a class, will vote to elect one director (the "LGP Preferred Director") to hold office until the 20122013 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

        Stockholders also will be asked to consider and vote at the Annual Meeting on any other matter that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. At this time, the Board of Directors is unaware of any matters, other than those set forth above and the possible submission of the Krol Proposal, as described in the section entitled "Other Matters," that may properly come before the Annual Meeting.

What are the Board's voting recommendations?

        The Board recommends that you vote "FOR" the nominees of the Board in the election of directors.

        The Board recommends that you votedirectors, "FOR" the ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm.

        The Board recommends that you votefirm, "FOR" the approval, on an advisory basis, of the compensation of our named executive officers as presented in this proxy statement.

        The Board recommends that you vote for holding future advisory votes onstatement, "FOR" the compensationadoption of our named executive officers every "ONE YEAR."

        The Board recommends that you votethe Rite Aid Corporation 2012 Omnibus Equity Plan and "AGAINST" each of the stockholder proposal.proposals.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

        If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the "stockholder of record" with respect to those shares.

        If your shares are held in a stock brokerage account or by a bank or other nominee, those shares are held in "street name" and you are considered the "beneficial owner" of the shares. As the beneficial owner of those shares, you have the right to direct your broker, trusteebank or nominee how to vote your shares, and you will receive separate instructions from your broker, bank or other holder of record describing how to vote your shares.

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How can I vote my shares before the Annual Meeting?

        If you hold your shares in your own name, you may submit a proxy by telephone, via the Internet or by mail.

•

Submitting a Proxy by Telephone:  You can submit a proxy for your shares by telephone until 11:59 p.m. Eastern Daylight Time on June 22, 2011,20, 2012, by calling the toll-free telephone number on the enclosed proxy card, 1-800-690-6903. Telephone proxy submission is available 24 hours a day. Easy-to-follow voice prompts allow you to submit a proxy for your shares and confirm that your

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instructions have been properly recorded. Our telephone proxy submission procedures are designed to authenticate stockholders by using individual control numbers.





•

Submitting a Proxy via the Internet:  You can submit a proxy for your shares via the Internet until 11:59 p.m. Eastern Daylight Time on June 22, 2011,20, 2012, by accessing the website listed on yourthe enclosed proxy card,www.proxyvote.com, and following the instructions you will find on the website. Internet proxy submission is available 24 hours a day. As with telephone proxy submission, you will be given the opportunity to confirm that your instructions have been properly recorded.



•

Submitting a Proxy by Mail:  If you choose to submit a proxy for your shares by mail, simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided.

        By casting your vote in any of the three ways listed above, you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions. You may also attend the Annual Meeting and vote in person.

        If your shares are held in the name of a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. The availability of telephonic or Internet voting will depend on the bank's or broker's voting process. Please check with your bank or broker and follow the voting procedures your bank or broker provides to vote your shares. Also, please note that if the holder of record of your shares is a bank, broker bank or other nominee and you wish to vote in person at the Annual Meeting, you must request a legal proxy from your bank, broker or other nominee that holds your shares and present that proxy and proof of identification at the Annual Meeting; otherwise, you will not be able to vote in person at the Annual Meeting.

If I am the beneficial owner of shares held in "street name" by my broker, will my broker automatically vote my shares for me?

        New York Stock Exchange ("NYSE") rules applicable to brokers grant your broker discretionary authority to vote your shares without receiving your instructions on certain matters. Your broker has discretionary voting authority under NYSE rules to vote your shares on the ratification of Deloitte & Touche LLP as our independent registered public accounting firm. However, unless you provide voting instructions to your broker, your broker does not have discretionary authority to vote on the election of directors, the advisory vote on the compensation of our named executive officers, the advisory vote onadoption of the frequencyRite Aid Corporation 2012 Omnibus Equity Plan and each of future advisory votes on the compensation of our named executive officers or the stockholder proposal relating to a policy regarding gross-up payments.proposals.Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

How will my shares be voted if I give my proxy but do not specify how my shares should be voted?

        If you provide specific voting instructions, your shares will be voted at the Annual Meeting in accordance with your instructions. If you hold shares in your name and sign and return a proxy card without giving specific voting instructions, your shares will be voted "FOR" the nominees of the Board in the election of directors, "FOR" the ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm, "FOR" the approval, on an advisory basis, of the

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compensation of our named executive officers, for every "ONE YEAR" with respect to"FOR" the frequencyadoption of future advisory votes on the compensation of our named executive officersRite Aid Corporation 2012 Omnibus Equity Plan and "AGAINST" each of the stockholder proposal relating to a policy regarding gross-up payments.proposals.

Could other matters be decided at the Annual Meeting?

        At this time, we are unaware of any matters, other than as set forth above and the possible submission of the Krol Proposal, as described in the section entitled "Other Matters," that may properly come before the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named in the enclosed proxy, or their duly constituted substitutes acting at the Annual Meeting

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or any adjournment or postponement of the Annual Meeting, will be deemed authorized to vote or otherwise act on such matters in accordance with their judgment.

Who may attend the Annual Meeting?

        All stockholders are invited to attend the Annual Meeting. Persons who are not stockholders may attend only if invited by the Board of Directors. If you are the beneficial owner of shares held in the name of your broker, bank or other nominee, you must bring proof of ownership (e.g., a current broker's statement) in order to be admitted to the meeting. You can obtain directions to the Annual Meeting by contacting our Investor Relations Department at (717) 975-3710.

Can I vote in person at the Annual Meeting?

        Yes. If you hold shares in your own name as a stockholder of record, you may come to the Annual Meeting and cast your vote at the meeting by properly completing and submitting a ballot. If you are the beneficial owner of shares held in the name of your broker, bank or other nominee, you must first obtain a legal proxy from your broker, bank or other nominee giving you the right to vote those shares and submit that proxy along with a properly completed ballot at the meeting.meeting; otherwise, you will not be able to vote in person at the Annual Meeting.

How can I change my vote?

        You may revoke your proxy at any time before it is exercised by:

•

Delivering to the Secretary a written notice of revocation, dated later than the proxy, before the vote is taken at the Annual Meeting;



•

Delivering to the Secretary an executed proxy bearing a later date, before the vote is taken at the Annual Meeting;



•

Submitting a proxy on a later date by telephone or via the Internet (only your last telephone or Internet proxy will be counted), before 11:59 p.m. Eastern Daylight Time on June 22, 2011;20, 2012; or



•

Attending the Annual Meeting and voting in person (your attendance at the Annual Meeting, in and of itself, will not revoke the proxy).

        Any written notice of revocation, or later dated proxy, should be delivered to:

Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Attention: Marc A. Strassler, Secretary

        Alternatively, you may hand deliver a written revocation notice, or a later dated proxy, to the Secretary at the Annual Meeting before we begin voting.

        If your shares of Rite Aid common stock are held by a bank, broker or other nominee, you must follow the instructions provided by the bank, broker or other nominee if you wish to change your vote.

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What is an "abstention" and how would it affect the vote?

        An "abstention" occurs when a stockholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. Abstentions are counted as present for purposes of determining a quorum. An abstention with respect to the election of directors is neither a vote cast "for" a nominee nor a vote cast "against" the nominee and, therefore, will have no effect on the outcome of the vote. Abstentions with respect to the ratification of Deloitte & TouchTouche LLP as our independent registered public accounting firm, the advisory vote on compensation of our named executive officers, the adoption of the Rite Aid Corporation 2012 Omnibus Equity Plan and each of the stockholder proposalproposals will have the same effect as voting "against" the proposal. Abstentions will not

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affect the outcome of the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.

What is a broker "non-vote" and how would it affect the vote?

        A broker non-vote occurs when a broker or other nominee who holds shares for the beneficial owner is unable to vote those shares for the beneficial owner because the broker or other nominee does not have discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares. Brokers will have discretionary voting power to vote shares for which no voting instructions have been provided by the beneficial owner only with respect to the ratification of Deloitte & Touche LLP as our independent registered public accounting firm. Brokers will not have such discretionary voting power to vote shares with respect to the election of directors, the advisory vote on the compensation of our named executive officers, the advisory vote onadoption of the frequencyRite Aid Corporation 2012 Omnibus Equity Plan or any of future advisory votes on the compensation of our named executive officers or the stockholder proposal.proposals. Shares that are the subject of a broker non-vote are included for quorum purposes, but a broker non-vote with respect to a proposal will not be counted as a vote cast and will not be counted as a vote represented at the meeting and entitled to vote and, consequently, as a general matter, will have no effect on the outcome of the vote. With respect to the adoption of the Rite Aid Corporation 2012 Omnibus Equity Plan, however, broker non-votes could have the same effect as votes cast "against" the proposal if they cause the total votes cast on the matter to be 50% or less of the total voting power entitled to vote on the proposal. Accordingly, it is particularly important that beneficial owners of Rite Aid shares instruct their brokers how to vote their shares.

What are the quorum and voting requirements for the proposals?

        In deciding the proposals that are scheduled for a vote at the Annual Meeting, each holder of common stock as of the record date is entitled to one vote per share of common stock and each holder of LGP preferred stock as of the record date is entitled to approximately 18.18 votes per share of LGP preferred stock (one vote per share of common stock issuable upon conversion of the LGP preferred stock as of the record date). As of the record date, the LGP preferred stock was convertible into an aggregate of 29,831,87931,662,471 shares of common stock. The holders of the common stock and LGP preferred stock vote together as a single class for the proposals in this proxy statement.

        In order to take action on the proposals, a quorum, consisting of the holders of 460,029,206465,362,639 shares (a majority of the aggregate number of shares of Rite Aid common stock and LGP preferred stock (on an as-if-converted basis) issued and outstanding and entitled to vote as of the record date for the Annual Meeting), must be present in person or by proxy. This is referred to as a "quorum." Proxies marked "Abstain" and broker non-votes will be treated as shares that are present for purposes of determining the presence of a quorum.

Proposal No. 1—Election of Directors

        The affirmative vote of a majority of the total number of votes cast (with Rite Aid common stock and LGP preferred stock voting together as a single class) is required for the election of each director nominee named in Proposal No. 1. This means that the votes cast "for" that nominee must exceed the

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votes cast "against" that nominee. Any shares not voted (whether by abstention, broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the outcome of the vote. For more information on the operation of our majority voting standard, see the section entitled "Corporate"Board of Directors—Corporate Governance—Majority Voting Standard and Policy."

Proposal No. 2—Ratification of Independent Registered Public Accounting Firm

        The affirmative vote of a majority of the shares represented at the meeting and entitled to vote (with Rite Aid common stock and LGP preferred stock voting together as a single class) is required for the ratification of Deloitte & Touche LLP as our independent registered public accounting firm in

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Proposal No. 2. Any shares represented at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the proposal.

Proposal No. 3—Advisory Vote on Compensation of Named Executive Officers

        The affirmative vote of a majority of the shares represented at the meeting and entitled to vote (with Rite Aid common stock and LGP preferred stock voting together as a single class) is required for the approval of the advisory vote on the compensation of our named executive officers in Proposal No. 3. Any shares represented at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the proposal. Broker non-votes are not counted for the advisory vote on the compensation of our named executive officers and, therefore, will have no effect on the outcome of the proposal.

Proposal No. 4—Advisory Vote onApproval of the FrequencyAdoption of Future Advisory Votes on Compensation of Named Executive Officersthe Rite Aid Corporation 2012 Omnibus Equity Plan

        The affirmative vote of a majority of the shares represented at the meeting and entitled to vote (with Rite Aid common stockholdersstock and the holders of LGP preferred stock will votevoting together as a single class onclass) is required for the frequencyapproval of future advisory votes on executive compensationthe Rite Aid Corporation 2012 Omnibus Equity Plan in Proposal No. 4. The frequency (every one, two or three years) receiving4, provided that the greatest numbertotal votes cast on the proposal represent over 50% of votes, even if not a majority, will be considered the preferencetotal combined voting power of our stockholders. Abstentionsthe Rite Aid common stock and broker non-votes are not counted for the advisoryLGP preferred stock entitled to vote on the frequency of future advisoryproposal. Any shares represented at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the proposal. Broker non-votes could have the same effect as votes cast "against" the proposal if they cause the total votes cast on the compensationmatter to be 50% or less of our named executive officers and, therefore, will have no effectthe total voting power entitled to vote on the outcome of the proposal.

Proposal No. 5—Stockholder Proposal—Policy Regarding Gross-Up Payments

        The affirmative vote of a majority of the shares represented at the meeting and entitled to vote (with Rite Aid common stock and LGP preferred stock voting together as a single class) is required for the approval of the stockholder proposal in Proposal No. 5. Any shares represented at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the proposal. Any broker non-votes with respect to the stockholder proposal will not be counted as shares represented at the meeting and entitled to vote and, consequently, will have no effect on the outcome of the vote.

Proposal No. 6—Stockholder Proposal—Performance Award Metrics

        The affirmative vote of a majority of the shares represented at the meeting and entitled to vote (with Rite Aid common stock and LGP preferred stock voting together as a single class) is required for the approval of the stockholder proposal in Proposal No. 6. Any shares represented at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the proposal. Any broker non-votes with respect to the stockholder proposal will not be counted as shares

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represented at the meeting and entitled to vote and, consequently, will have no effect on the outcome of the vote.

Proposal No. 7—Stockholder Proposal—Relationships of Directors

        The affirmative vote of a majority of the shares represented at the meeting and entitled to vote (with Rite Aid common stock and LGP preferred stock voting together as a single class) is required for the approval of the stockholder proposal in Proposal No. 7. Any shares represented at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the proposal. Any broker non-votes with respect to the stockholder proposal will not be counted as shares represented at the meeting and entitled to vote and, consequently, will have no effect on the outcome of the vote.

What happens if a quorum is not present at the Annual Meeting?

        If the shares present in person or represented by proxy at the Annual Meeting are not sufficient to constitute a quorum, the stockholders by a vote of the holders of a majority of votes present in person or represented by proxy (which may be voted by the proxyholders) may, without further notice to any stockholder (unless a new record date is set), adjourn the meeting to a different time and place to permit further solicitations of proxies sufficient to constitute a quorum.

Who will count the votes?

        Representatives of Broadridge Financial Services will tabulate the votes and act as inspectors of election.

Who will conduct the proxy solicitation and how much will it cost?

        We are soliciting proxies from stockholders on behalf of our Board and will pay for all costs incurred by it in connection with the solicitation. In addition to solicitation by mail, the directors, officers and associates of Rite Aid and its subsidiaries may solicit proxies from stockholders of Rite Aid in person or by telephone, facsimile or email without additional compensation other than reimbursement for their actual expenses.

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        We have retained Alliance Advisors, a proxy solicitation firm, to assist us in the solicitation of proxies for the Annual Meeting. Rite Aid will pay Alliance Advisors a fee of approximately $6,000 and reimburse the firm for approximately $2,000 of reasonable out-of-pocket expenses.

        Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and we will reimburse such custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in connection with the forwarding of solicitation materials to the beneficial owners of our stock.

        If you have any questions about voting your shares or attending the Annual Meeting, please call our Investor Relations Department at (717) 975-3710.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

        Our by-lawsBy-laws provide that the Board of Directors may be composed of up to fifteen members, with the number to be fixed from time to time by the Board. The Board has fixed the number of directors at eleven, effective as of the 2011 Annual Meeting of Stockholders.ten. There are tennine nominees for director at our Annual Meeting of Stockholders.Meeting. The holders of the LGP Preferred Stock,preferred stock, separate from the holders of common stock, will vote to elect the eleventhtenth director, the "LGP Preferred Director", who will hold office until the 20122013 Annual Meeting of Stockholders and until a successor is duly elected and qualified. The holders of the LGP Preferred Stockpreferred stock have informed us that they intend to elect John M. Baumer to hold office until the 20122013 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

Director Nominees

        The Board of Directors, based on the recommendation of the Nominating and Governance Committee, has nominated Joseph B. Anderson, Jr., André Belzile, François J. Coutu, Michel Coutu, James L. Donald, David R. Jessick, Michael N. Regan, Mary F. Sammons, John T. Standley and Marcy Syms to be elected directors at the Annual Meeting. The holders of the LGP Preferred Stockpreferred stock have informed the Company that they will elect John M. Baumer as the LGP Preferred Director. Each of the nominees for director to be elected at the Annual Meeting currently serves as a director of the Company. André Belzile, François Coutu and Michel Coutu were designated by The Jean Coutu Group (PJC) Inc., or Jean Coutu Group, to the Nominating and Governance Committee as director nominees pursuant to the terms of the stockholder agreement with Jean Coutu Group, effective June 4, 2007, the date of our acquisition of the Brooks and Eckerd drugstore chains (the "Brooks Eckerd Transaction").

        Each director elected at the Annual Meeting will hold office until the 20122013 Annual Meeting of Stockholders. Each director elected at the Annual Meeting will serve until his or her successor is duly elected and qualified.

        If any nominee at the time of election is unable or unwilling to serve or is otherwise unavailable for election, and as a consequence thereof other nominees are designated, then the persons named in the proxy or their substitutes will have the discretion and authority to vote or to refrain from voting for other nominees in accordance with their judgment.

RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR"
THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVEABOVE.

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BOARD OF DIRECTORS

        The following table sets forth certain information with respect to our director nominees, as well as the LGP Preferred Director, as of the record date. If elected, each of the following person's terms will expire at the 20122013 Annual Meeting of Stockholders.

        Following are the biographies for our director nominees and the LGP Preferred Director, including information concerning the particular experience, qualifications, attributes or skills that led the Nominating and Governance Committee and the Board to conclude that the nomineesuch person should serve on the Board:

        Mary F. Sammons.    Ms. Sammons has been Chairman of the Board of the Company since June 4, 2007 and has been a member of Rite Aid's Board of Directors since December 5, 1999. From June 2003 until June 2010, Ms. Sammons served as Chief Executive Officer of the Company. Ms. Sammons was President of Rite Aid from December 1999 to September 2008. From April 1999 to December 1999, Ms. Sammons served as President and Chief Executive Officer of Fred Meyer Stores, Inc., a subsidiary of The Kroger Company. From January 1998 to April 1999, Ms. Sammons served as President and Chief Executive Officer of Fred Meyer Stores, Inc., a subsidiary of Fred Meyer, Inc. From 1985 through 1997, Ms. Sammons held several senior level positions with Fred Meyer Stores, Inc., the last being that of Executive Vice President. Ms. Sammons is also a member of the Board of the National Association of Chain Drug Stores, a trade association, is a director of StanCorp Financial Group, Inc., and Magellan Health Services, Inc. and previously served as a director of First Horizon National Corporation and is the President of The Rite Aid Foundation.Corporation.

        As the Company's previous Chief Executive Officer, a member of senior management for over a decade and with more than 30 years of retail industry experience, Ms. Sammons brings to the Board an extensive knowledge of the Company's industry and operations. As a member of the Board of the National Association of Chain Drug Stores, Ms. Sammons also provides the Board with an understanding of industry-wide challenges, regulatory issues and developments.

        John T. Standley.    Mr. Standley, President and Chief Executive Officer, has been a director of Rite Aid since June 2009. Mr. Standley has served as Chief Executive Officer since June 2010 and as President since September 2008. Mr. Standley served as the Chief Operating Officer from September 2008 until June 2010. He also served as a consultant to Rite Aid from July 2008 to September 2008. From August 2005 through December 2007, Mr. Standley served as Chief Executive Officer and was a member of the Board of Directors of Pathmark Stores, Inc. From June 2002 to August 2005, he served as Senior Executive Vice President and Chief Administrative Officer of Rite Aid and, in addition, in

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January 2004 was appointed Chief Financial Officer of Rite Aid. He had served as Senior Executive Vice President and Chief Financial Officer of Rite Aid from September 2000 to June 2002 and had served as Executive Vice President and Chief Financial Officer of Rite Aid from December 1999 until

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September 2000. Previously, he was Executive Vice President and Chief Financial Officer of Fleming Companies, Inc., a food marketing and distribution company from May 1999 to December 1999. Between July 1998 and May 1999, Mr. Standley was Senior Vice President and Chief Financial Officer of Fred Meyer, Inc. Mr. Standley served as Senior Vice President and Chief Financial Officer of Ralphs Grocery Company between January 1997 and July 1998. Mr. Standley also served as Senior Vice President of Administration at Smith's Food & Drug Stores, Inc. from May 1996 to February of 1997 and as Chief Financial Officer of Smitty's Supervalue, Inc. from December 1994 to May 1996.

        As the Company's Chief Executive Officer, with more than 20 years of retail, financial and executive experience, Mr. Standley brings to the Board an in-depth understanding of all aspects of the Company, including its customers, operations and key business drivers. In addition, his experience serving as a chief financial officer of a number of companies, including the Company, provides the Board with additional insights into financial and accounting matters relevant to the Company's operations.

        Joseph B. Anderson, Jr.    Mr. Anderson has been the Chairman of the Board and Chief Executive Officer of TAG Holdings, LLC, a manufacturing, service and technology business, since January 2002. Mr. Anderson was Chairman of the Board and Chief Executive Officer of Chivas Industries, LLC from 1994 to 2002. Mr. Anderson also serves as a director of Quaker Chemical Corporation, ArvinMeritor,Meritor, Inc., Valassis Communications, Inc. and NV Energy, Inc. (formerly Sierra Pacific Resources).

        Mr. Anderson has a broad base of experience, including military and government service and 1718 years of chief executive officer experience at manufacturing, service and technology companies. From this experience, Mr. Anderson brings an array of skills, including in the areas of strategic, business and financial planning and corporate development. In addition, his service on the boards of directors of a number of publicly-traded companies provides the Board with insights into how boards at other companies have addressed issues similar to those faced by the Company.

        John M. Baumer.    Mr. Baumer is a partner of Leonard Green & Partners, L.P., where he has been employed since May 1999. Leonard Green & Partners, L.P. is an affiliate of Green Equity Investors III, L.P. and is a private equity firm based in Los Angeles, California. Prior to joining Leonard Green & Partners, L.P., heMr. Baumer served as a Vice President in the Corporate Finance Division of Donaldson, Lufkin & Jenrette Securities Corporation, or DLJ, in Los Angeles. Prior to joining DLJ in 1995, Mr. Baumer worked at Fidelity Investments and Arthur Andersen LLP. Mr. Baumer currently serves on the boardboards of directors of Leslie's Poolmart, Inc., Prospect Medical Holdings, Inc. and VCA Antech, Inc. Mr. Baumer was elected to the Board of Directors on May 9,June 23, 2011 by the holders of the LGP Preferred Stock to fill a vacancy on the Board of Directors,preferred stock, pursuant to the director nomination rights granted to Green Equity Investors III, L.P. under an October 27, 1999 agreement between Rite Aid and Green Equity Investors with respect to the purchase of 3,000,000 shares of Rite Aid preferred stock. Mr. Baumer is a 1990 graduate of the University of Notre Dame. He received his MBA from the Wharton School at the University of Pennsylvania.

        Mr. Baumer's extensive experience in private equity investment provides the Board with another perspective on financial, strategic planning and investor relations matters. In addition, his experience as an investor in, and as a director of, other public companies provides the Board with insight into how other companies address issues similar to those faced by the Company.

        André Belzile.    Mr. Belzile has been the Senior Vice President, Finance and Corporate Affairs of Jean Coutu Group since May 2004. Prior to serving in this position, from 1992 until May 2004 he served as Vice President and Chief Financial Officer of Cascades Inc., a producer and marketer of

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packaging products. He previously served as a director of NB Capital Corporation. Mr. Belzile is a chartered accountant who earned a bachelor's degree at Les Hautes Études Commerciales (HEC MONTRÉAL).

        Mr. Belzile draws on his 19 years of experience as a chief financial officer to provide the Board with insights on financial and strategic planning matters relevant to the Company's business and operations.

        François J. Coutu.    Mr. François J. Coutu has served as President and Chief Executive Officer of Jean Coutu Group since October 2007. Previously, Mr. François J. Coutu held the positions of President of Canadian Operations and Vice Chairman of the Board from 2005 to 2007, President and Chief Executive Officer from 2002 to 2005 and President and Chief Operating Officer of Jean Coutu Group from 1992 to 2002. Mr. François J. Coutu has been a member of the Board of Directors of Jean Coutu Group since December 1985. He is aA pharmacist by profession, holds a Bachelor's Degree in Administration from McGill University and a Bachelor's Degree in Pharmacy from Samford University. Hehe is a former chair of the Canadian Association of Chain Drug Stores, a trade association, and previously served as a member of the Board

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of Directors of the National Bank of Canada, where he was a member of the Human Resources and Credit Committees.

        Mr. François J. Coutu brings to the Board 1920 years of senior executive experience with Jean Coutu Group and an in-depth understanding of the chain drugstore industry.

        Michel Coutu.    Mr. Michel Coutu has been President of MMC Consulting, a strategic consulting firm, since 2010. He served as our non-executive Co-Chairman of the Board from June 2007 until June 2010. He served as President of the U.S. operations of Jean Coutu Group and Chief Executive Officer of Jean Coutu USA from August 1986 until June 2007. He has also served as a member of the Board of Directors of Jean Coutu Group since December 1985. Mr. Michel Coutu holds a degree in finance and a license in law from the University of Sherbrooke and a Masters in Business Administration from the Simon School of Business at the University of Rochester.

        Mr. Michel Coutu brings more than 20 years of executive and pharmacy experience to the Board, including experience with Jean Coutu Group, from whom we acquired the Brooks and Eckerd drugstore chains.

        James L. Donald.    Since February 2012, Mr. Donald has served as Chief Executive Officer of Extended Stay Hotels, a company specializing in hospitality and extended stay hotels. From October 2009 until March 11, 2011, Mr. Donald served as the President and Chief Executive Officer of Haggen, Inc., a supermarket chain. Previously, Mr. Donald was President and Chief Executive Officer and a director of Starbucks Corporation from April 2005 to January 2008. From October 2004 to April 2005, Mr. Donald served as Starbucks' CEO designate. From October 2002 to October 2004, Mr. Donald served as President of Starbucks, North America. Prior to joining Starbucks, Mr. Donald served from October 1996 to October 2002 as Chairman, President and Chief Executive Officer of Pathmark Stores, Inc. He has also served in a variety of senior management positions with Albertson's, Inc., Safeway, Inc. and Wal-Mart Stores, Inc.

        With more than 30 years of retail and grocery experience, including as chief executive officer of Starbucks Corporation, Mr. Donald brings to the Board significant chain store operational, marketing and human resources experience that is highly relevant to the Company's business.

        David R. Jessick.    Mr. Jessick has served as a director of Rite Aid since April 2009. Mr. Jessick has been self-employed since 2005. From July 2002 to February 2005, Mr. Jessick served as a consultant to Rite Aid's Chief Executive Officer and senior financial staff and was Senior Executive Vice President, Chief Administrative Officer of Rite Aid from December 1999 to July 2002. From July 1998 to June 1999, Mr. Jessick was Executive Vice President, Finance and Investor Relations of Fred Meyer, Inc., and from February 1997 to July 1998, Mr. Jessick was Chief Financial Officer of Fred Meyer, Inc. From 1979 to 1996, he held various financial positions including Executive Vice President and Chief Financial Officer at Thrifty Payless Holdings, Inc. Mr. Jessick began his career as a Certified Public Accountant for Peat, Marwick, Mitchell & Co. Mr. Jessick is currently a director and audit committee chairman of Dollar FinancialDFC Global Corp. and Big 5 Sporting Goods Corporation. In addition, he

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previously served as a director and non-executive Chairman of Pathmark Stores, Inc. (2005-2007) and as a director of Source Interlink, Inc. (2005-2009) and Pinnacle Foods Group, Inc. (2005-2008).

        Mr. Jessick brings 32over 30 years of retail, executive and financial experience to the Board. His familiarity with our business and his experience as a chief financial officer provide useful insights into operational and financial matters relevant to the Company's business. In addition, his service on other boards of directors, including as a non-executive chairman, enables Mr. Jessick to share insights with the Board regarding corporate governance best practices.

        Michael N. Regan.    Since January 2012, Mr. Regan, is currentlyour Lead Independent Director, has served as Chief Financial Officer of Indiana Downs LLC, a race track and casino complex located in Indiana, and expects to continue there for a limited period of six to twelve months while the company undergoes a process of reorganizing its capital structure and ownership. Between May 2007 through

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December 2011, Mr. Regan was a self-employed private equity investor. Prior thereto, Mr. Regan served as Chief Financial Officer of The St. Joe Company, a major real estate development company based in Florida, from November 2006 to May 2007. From 1997 to November 2006, he served as Senior Vice President, Finance and held various other positions with The St. Joe Company and was a member of the senior management team. Prior to joining The St. Joe Company, he served as Vice President and Controller of Harrah's Entertainment from 1991 to 1997. From 1980 until 1991 he held a series of progressively more responsible positions for Harrah's Entertainment, Inc. and its prior parent companies, Holiday Corporation and The Promus Companies.

        Mr. Regan's 3031 years of experience, including serving as a chief financial officer and as a senior vice president of finance, provides the Board with additional perspectives on financial, operational and strategic planning, and real estate matters relevant to the Company.

        Marcy Syms.    Ms. Syms has been a director of Syms Corp., a chain of retail clothing stores, since 1983, when she was named President and COO. Ms. Syms becomebecame CEO of Syms Corp. in 1998 and was named Chair in 2010. In November 2011, Syms Corp. and its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Untied States Bankruptcy Code and ceased all retail operations. Ms. Syms also is a founding member of the Board of Directors of the Syms School of Business at Yeshiva University.

        Ms. Syms brings to the Board over 18 years of experience as a chief executive officer of a chain of retail stores, including an array of skills in strategic planning, marketing and human resources matters similar to those faced by the Company.

Board Leadership

        Currently, Ms. Sammons, our former Chief Executive Officer, serves as Chairman of the Board and Mr. Standley is our Chief Executive Officer. Effective as of the Annual Meeting, Mr. Satre currently servesStandley will serve as Chairman of the Board and Chief Executive Officer. Mr. Regan has served as our Lead Director. AfterIndependent Director since 2011 and will continue in that role.

        During the 20112010 fiscal year, as part of evaluating the management succession plan and in order to promote an orderly transition in Company leadership, the Board determined that it would be appropriate to separate the positions of Chairman of the Board and Chief Executive Officer effective as of the 2010 Annual Meeting, we expectwith Ms. Sammons continuing to serve as Chairman of the Board following Mr. Standley's appointment as Chief Executive Officer. Given that Ms. Sammons' service as Chairman of the independent directorsBoard will select a new Lead Director.

expire as of the 2012 Annual Meeting, the Board reviewed its leadership structure in light of the Company's current operating and governance environment and determined that Mr. Standley should serve as the Chairman of the Board effective as of the 2012 Annual Meeting. The Board has no policy mandating the combination or separation of the Chairman of the Board and Chief Executive Officer positions and believes that, given the matter should be considereddynamic and competitive environment in which we operate, the right leadership structure may vary from time to time based on changes in circumstances. As part of evaluatingThe Board makes this determination based on what it believes best serves the management succession plan during the 2010 fiscal year, the Board determined that it would be appropriate to separate these positions, effective as of the 2010 Annual Meeting. Currently, the Chief Executive Officer's focus is on setting the strategic directionneeds of the Company and its stockholders at any particular time. The Board believes that Mr. Standley's in-depth knowledge of the day-to-dayCompany, keen understanding of the Company's operations and proven leadership and performance ofvision position him to provide strong and effective leadership to the Board. The Board also believes that a unified structure will provide decisive and effective leadership both within and outside the Company. The Chairman ofIn addition, the Board leadswill continue to maintain the Boardposition of Lead Independent Director that it created in its role of providing advice to, and overseeing the performance of, the Chief Executive Officer. The Chairman of the Board also works with the Chief Executive Officer and Lead Director in the preparation of Board meeting agendas and information to be provided to the Board, and serves as a resource to the Chief Executive Officer.2009. Our Lead Independent Director chairs the annual performance review of the Chief Executive Officer, consults with the Chairman of the Board and the Chief Executive Officer on corporate governance matters, andchairs the annual performance review of the Chief Executive Officer, presides at executive sessions of the non-management directors.directors, assists with the preparation of Board agendas and facilitates communications between the directors and the Chief Executive Officer.

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Corporate Governance

        We recognize that good corporate governance is an important means of protecting the interests of our stockholders, associates, customers, suppliers and the community. The Board of Directors, through

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the Nominating and Governance Committee, monitors corporate governance developments and proposed legislative, regulatory and stock exchange corporate governance reforms.

        Website Access to Corporate Governance Materials.    Our corporate governance information and materials, including our Certificate of Incorporation, By-Laws, Corporate Governance Guidelines, current charters for each of the Audit Committee, Compensation Committee, and Nominating and Governance Committee and Executive Committee, Code of Ethics for the Chief Executive Officer and Senior Financial Officers, Code of Ethics and Business Conduct, and our Related Person Transactions Approval Policy, are posted on our website atwww.riteaid.com under the headings "Our Company—Corporate Governance" and are available in print upon request to Rite Aid Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011, Attention: Secretary. The Board regularly reviews corporate governance developments and will modify these materials and practices from time to time as warranted.

        Codes of Ethics.    The Board has adopted a Code of Ethics that is applicable to our Chief Executive Officer and senior financial officers. The Board has also adopted a Code of Ethics and Business Conduct that applies to all of our officers, directors and associates. Any amendment to either code or any waiver of either code for executive officers or directors will be disclosed promptly on our website atwww.riteaid.com under the headings "Our Company—Corporate Governance—CodeCodes of Ethics."

        Director Independence.    For a director to be considered independent under the New York Stock ExchangeNYSE corporate governance listing standards, the Board of Directors must affirmatively determine that the director does not have any direct or indirect material relationship with the Company, including any of the relationships specifically proscribed by the NYSE independence standards. The Board considers all relevant facts and circumstances in making its independence determinations. Only independent directors may serve on our Audit Committee, Compensation Committee and Nominating and Governance Committee.

        As a result of this review, the Board affirmatively determined that the following directors, including each director serving on the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, satisfy the independence requirements of the NYSE listing standards: Joseph B. Anderson, Jr., André Belzile, François J. Coutu, Michel Coutu, James L. Donald, David R. Jessick, Michael N. Regan Philip G. Satre,and Marcy Syms and Dennis Wood.Syms. The Board also had determined that André Belzile, who served as a director until April 23, 2012, was independent during the time he was a director. The Board also determined that the members of the Audit Committee satisfy the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the NYSE requirements for audit committee members. In determining each individual's status as an independent director, the Board considered the following transactions, relationships and arrangements:

•

Joseph B. Anderson serves as a director of Valassis Communications, Inc., which does business with Rite Aid. Because Mr. Anderson serves only as an outside director of, and is not an officer of or otherwise employed by, Valassis Communications, Inc., the Board determined that the relationship between Rite Aid and Valassis Communications, Inc. does not constitute a material relationship between Mr. Anderson and Rite Aid.

        There is no family relationship between any of the nominees and executive officers of Rite Aid, except that directors François J. Coutu and Michel Coutu are brothers.

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        Majority Voting Standard and Policy.    Under the Company's By-Laws, a nominee for director in uncontested elections of directors (as is the case for this Annual Meeting) will be elected to the Board if the votes cast "for" such nominee's election exceed the votes cast "against" such nominee's election. In contested elections, directors will be elected by a plurality of votes cast. For this purpose, a contested election means any meeting of stockholders for which (i) the Secretary of the Company receives a notice that a stockholder has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director set forth in the By-Laws

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and (ii) such nomination has not been withdrawn by such stockholder on or prior to the 14^th day preceding the date the Company first mails its notice of meeting for such meeting to the stockholders.

        Under the Company's Corporate Governance Guidelines (the "Guidelines"), a director who fails to receive the required number of votes for re-election in accordance with the By-Laws will, within five days following certification of the stockholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the Board, subject to the procedures set forth in the Guidelines.

Board Oversight of Risk Management

        The Board of Directors, as a whole and through the various committees of the Board, oversees the Company's management of risk, focusing primarily on five areas of risk: operational, financial performance, financial reporting, legal and regulatory and strategic and reputational.

        Management of the Company is responsible for developing and implementing the Company's plans and processes for risk management. The Board of Directors, at least annually, reviews with management its plans and processes for managing risk. The Board also receives periodic updates from the Company's Chief Compliance Officer with regard to the overall effectiveness of the Company's risk management program and significant areas of risk to the Company, focusing on the five primary areas of risk set forth above as well as other areas of risk identified from time to time by either the Board, a Board committee or management.

        In addition, other Board committees consider risks within their respective areas of responsibility and advise the Board of any significant risks. For example, the Compensation Committee considers risks relating to the Company's compensation programs and policies and the Audit Committee focuses on assessing and mitigating financial reporting risks, including risks related to internal control over financial reporting and legal and compliance risks.

Committees of the Board of Directors

        The Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Executive Committee. Current copies of the charters for each of these committees are available on our website atwww.riteaid.com under the headings "Our Company—Corporate Governance—Committee Charters."

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        The current members of the committees are identified in the following table.

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        Audit Committee.    The Audit Committee, which held eight meetings during fiscal year 2011,2012, currently consists of David R. Jessick (Chair), André BelzileFrançois J. Coutu and Michael N. Regan. The Board has determined that each of these individuals is an independent director under the NYSE listing standards and satisfies the additional independence requirements of Rule 10A-3 under the Exchange Act and the additional requirements of the NYSE listing standards for audit committee members. See the section entitled "Corporate Governance—Director Independence" above. The Board has determined that David R. Jessick qualifies as an "audit committee financial expert" as that term is defined under applicable SEC rules.

        The functions of the Audit Committee include the following:

•

Appointing, compensating and overseeing our independent registered public accounting firm ("independent auditors");



•

Overseeing management's fulfillment of its responsibilities for financial reporting and internal control over financial reporting; and



•

Overseeing the activities of the Company's internal audit function.

        The independent auditors and internal auditors meet with the Audit Committee with and without the presence of management representatives. For additional information, see the section entitled "Audit Committee Report," as well as the Audit Committee's charter, which is posted on our website atwww.riteaid.com under the headings "Our Company—Corporate Governance.Governance—Committee Charters."

        Compensation Committee.    The Compensation Committee, which met sevensix times during fiscal year 2011,2012, currently consists of James L. Donald (Chair), Michel Coutu and Marcy Syms and Dennis Wood.Syms. The Board has determined that each of these individuals is an independent director under the NYSE listing standards. See the section entitled "Corporate Governance—Director Independence" above.

        The functions of the Compensation Committee include the following:

•

Administering Rite Aid's stock option and other equity incentive plans;



•

Reviewing and approving the base salaries of the Company's executive officers and reviewing and recommending to the Board the base salary of the CEO;



•

Reviewing and approving the Company's goals and objectives relevant to the incentive based compensation of the Chief Executive Officer,Company's executive officers (including the CEO), evaluating the CEO's performance of the Company's executive officers (including the CEO) in light of these goals and objectives and determining and approving the CEO'sincentive based compensation levelof the Company's executive officers (including the CEO) based on thissuch evaluation;

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•

Setting corporate performance targets under all annual bonus and long term incentive compensation plans as appropriate and determining annually the individual bonus award opportunities for the Company's executive officers; and



•

Reviewing and approving compensation with respect to all other senior management.executive officers' employment agreements and severance arrangements.

        The Compensation Committee reviews the performance of the Company's executive personnel and develops and makes recommendations to the Board of Directors with respect to executive compensation policies. The Compensation Committee is empowered by the Board of Directors to award to executive officers appropriate bonuses, stock options, stock appreciation rights ("SARs") and stock-based awards. The details of the processes and procedures for the consideration and determination of executive and director compensation are described in the section entitled "Compensation"Executive Compensation—Compensation Discussion and Analysis." The objectives of the Compensation Committee are to support the achievement of desired Company performance, to provide compensation and benefits that will attract and retain superior talent, and reward performance and to fix a portion of compensation to the outcome of the Company's performance.

        As provided in its charter, the Compensation Committee has the authority to engage an external compensation consultant and to determine the scope of services. The Compensation Committee may terminate the engagement at any time. The external compensation consultant reports to the Compensation Committee Chair. Prior to June 2010, the Compensation Committee retained Mercer ("Mercer"), a wholly-owned subsidiary of Marsh & McLennan Companies, ("MMC"), to assist the Compensation Committee with its responsibilities related to the Company's executive compensation

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programs for fiscal year 2011. In fiscal year 2011, the Compensation Committee considered the report of Mercer with respect to executive compensation and equity compensation strategy. Mercer also provided assistance to Rite Aid in developing proposals for stockholder approval concerning amendments to existing equity plans to allow a one-time option exchange and the 2010 Omnibus Equity Plan. Mercer's fees for executive compensation consulting to the Compensation Committee in fiscal year 2011 were $263,811.

        During fiscal year 2011, the Company's management decided to retain Mercer and its MMC affiliates to provide services unrelated to executive compensation, including property and casualty insurance brokering and related consulting services, health and welfare and retirement services, which were reviewed, but not approved, by the Compensation Committee. These MMC affiliates and Mercer are separate operating companies of MMC, and the Company has separate relationships with the services teams at each of the MMC affiliates and Mercer. The aggregate fees paid in fiscal year 2011 through June 2010 to Mercer and its MMC affiliates for all services unrelated to executive compensation were approximately $587,193. Mercer was retained by and responsible to the Compensation Committee with respect to executive compensation related services; relationships with the other MMC affiliates are overseen by various management associates of the Company.

        InSince June 2010, the Committee decided to retainhas utilized Exequity LLP as its independent consultant. With respect to fiscal year 2012, Exequity LLP reviewed recommendations and analysis prepared by management and Mercer, which was retained as management's consultant during the second half of fiscal year 2011, and provided advice and counsel to the Committee. Exequity does not provide any other services to the Company.

        Nominating and Governance Committee.    The Nominating and Governance Committee, which held three meetings during fiscal year 2011,2012, currently consists of Philip G. Satre (Chair), Joseph B. Anderson, Jr. and(Chair), François J. Coutu.Coutu and James L. Donald. The Board has determined that each of these individuals is an independent director under the NYSE listing standards. See the section entitled "Corporate Governance—Director Independence" above.

        The functions of the Nominating and Governance Committee include the following:

•

Identifying and recommending to the Board individuals qualified to serve as Rite Aid directors;



•

Recommending to the Board individual directors to serve on committees of the Board;



•

Advising the Board with respect to matters of Board composition and procedures;



•

Developing and recommending to the Board a set of corporate governance principles applicable to Rite Aid and overseeing corporate governance matters generally;



•

Overseeing the annual evaluation of the Board and management; and



•

Reviewing, evaluating and recommending for approval by the Board related person transactions in which the Company is a participant.

        Executive Committee.    The members of the Executive Committee currently are Mary F. Sammons (Chair), John Standley, Michel Coutu, Robert G. MillerDavid R. Jessick, Michael Regan and Philip G. Satre.John Standley. The Executive Committee did not meet during fiscal year 2011.2012. The Executive Committee, except as limited by Delaware law, is empowered to exercise all of the powers of the Board of Directors.

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Nomination of Directors

        The Nominating and Governance Committee will consider director candidates recommended by stockholders. In considering such recommendations, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Nominating and Governance Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. To have a candidate

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considered by the Nominating and Governance Committee, a stockholder must submit the recommendation in writing and must include the following information:

•

The name of the stockholder and evidence of the person's ownership of Rite Aid stock, including the number of shares owned and the length of time of ownership; and



•

The name of the candidate, the candidate's resume or a listing of his or her qualifications to be a Rite Aid director and the person's consent to be named as a director if selected by the Nominating and Governance Committee and nominated by the Board.

        The stockholder recommendation and information described above must be sent to Rite Aid Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011, Attention: Secretary. The Nominating and Governance Committee will accept recommendations of director candidates throughout the year; however, in order for a recommended director candidate to be considered for nomination to stand for election at an upcoming annual meeting of stockholders, the recommendation must be received by the Secretary not less than 120 days prior to the anniversary date of Rite Aid's most recent annual meeting of stockholders.

        The Nominating and Governance Committee believes that the minimum qualifications for serving as a Rite Aid director are that a candidate demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board's oversight of Rite Aid's business and affairs and have an impeccable record and reputation for honest and ethical conduct in his or her professional and personal activities. In addition, the Nominating and Governance Committee examines a candidate's specific experiences and skills, time availability in light of other commitments, potential conflicts of interest and independence from management and the Company. The Nominating and Governance Committee also seeks to have the Board represent a diversity of backgrounds and experience. The Nominating and Governance Committee assesses its achievement of diversity through the review of Board composition as part of the Board's annual self-assessment process.

        The Nominating and Governance Committee identifies potential candidates by asking current directors and executive officers to notify the committee if they become aware of persons, meeting the criteria described above, who have had a change in circumstances that might make them available to serve on the Board—for example, retirement as a CEO or CFO of a public company or exiting government or military service. The Nominating and Governance Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the committee will also consider candidates recommended by stockholders.

        Once a person has been identified by the Nominating and Governance Committee as a potential candidate, the committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating and Governance Committee determines that the candidate warrants further consideration, the Chair or another member of the committee contacts the person. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Nominating and Governance Committee requests information from the candidate, reviews the person'scandidate's accomplishments and qualifications, including in light of any other candidates that the committee might be considering, and conducts one or more interviews with the candidate. In certain instances, committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may

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have greater first-hand knowledge of the candidate's accomplishments. The committee's evaluation process does not vary based on whether or not a candidate is recommended by a stockholder, although, as stated above, the Board may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

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Executive Sessions of Non-Management Directors

        In order to promote discussion among the non-management directors, regularly scheduled executive sessions (i.e.(i.e., meetings of non-management directors without management present) are held to review such topics as the non-management directors determine. Mr. Regan, our Lead Independent Director, presides at our executive sessions. The non-management directors met in executive session threefour times during fiscal year 2011.2012.

Communications with the Board of Directors

        The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board, any Board committee or any chair of any such committee by mail or electronically. To communicate with the Board of Directors, the non-management directors, any individual directors or committee of directors, correspondence should be addressed to the Board of Directors or any such individual directors or committee of directors by either name or title. All such correspondence should be sent to Rite Aid Corporation, c/o Secretary, P.O. Box 3165, Harrisburg, Pennsylvania 17105. To communicate with any of the directors electronically, stockholders should go to our website atwww.riteaid.com. Under the headings "Our Company—Corporate Governance—Contact Our Board" you will find an on-line form that may be used for writing an electronic message to the Board, the non-management directors, any individual directors, or any committee of directors. Please follow the instructions on the website in order to send your message.

        All communications received as set forth above will be opened by the Secretary for the purpose of determining whether the contents represent a message to the directors, and depending on the facts and circumstances outlined in the communication, will be distributed to the Board, the non-management directors, an individual director or committee of directors, as appropriate. The Secretary will make sufficient copies of the contents to send to each director who is a member of the Board or of the committee to which the envelope or e-mail is addressed.

Directors' Attendance at Board, Committee and Annual Meetings

        The Board of Directors held six meetings during fiscal year 2011.2012. Each incumbent director attended at least 75% of the aggregate of the meetings of the Board of Directors and meetings held by all committees on which such director served, during the period for which such director served.

        It is our policy that directors are invited and encouraged to attend the annual meeting of stockholders. AllTen of our then fourteen directors attended the 20102011 Annual Meeting of Stockholders.

Directors' Compensation

        Except for Michel Coutu, Robert G. Miller and Mary F. Sammons, whose compensation arrangements are discussed in the sectionssection below entitled "Agreement with Michel Coutu," "Agreement with Mr. Miller" andunder the caption "Agreement with Ms. Sammons," respectively, and except as noted below under the director compensation plan, each non-management director other than Mr. Sokoloff (who is affiliated with Leonard Green & Partners L.P., an entity that provides services to Rite Aid, as discussed under "Certain Relationships and Related Transactions"), receives an annual payment of $100,000 in cash, payable quarterly in arrears. In addition, (i) the Lead Independent Director receives an additional annual payment of $25,000. The$25,000; (ii) the Chair of the Audit Committee receives an additional annual payment of $20,000 and$20,000; (iii) the Chairs of the Compensation Committee and the Nominating and Governance Committee each receive an additional annual payment of $10,000. Each$10,000; and (iv) each member of the Audit Committee (other than the Chair) receives an additional annual payment of $10,000. As of the 2010 Annual Meeting of Stockholders, meeting fees for each meeting of the Board or any standing committee of the Board were eliminated. Non-management directors other than Mr. Sokoloff receive an annual award of restricted stock or restricted stock units valued at $90,000. Directors who are officers and/or Rite Aid

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associatesrestricted stock units valued at $90,000. The annual grant vests 80% on the first anniversary of the grant and Mr. Sokoloff10% on each of the second and third anniversaries of the award. Directors who are officers and/or Rite Aid associates receive no separate compensation for service as directors or committee members. Directors are reimbursed for travel and lodging expenses associated with attending Board of Directors and Board Committee meetings.

        EffectiveUpon the expiration of Ms. Sammons' employment agreement, effective as of May 9, 2011, Mr. Baumerthe 2012 Annual Meeting, Ms. Sammons will only be entitled toeligible for the same compensation arrangements generally available to Rite Aid's non-employeereceived by other non-management directors.

        Non-management directors are subject to our Stock Ownership Guidelines discussed on page 42.57.

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DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 20112012

        The following Director Compensation Table sets forth fees, awards and other compensation paid to or earned by our directors (other than Named Executive Officers) who served during the fiscal year ended February 26, 2011:March 3, 2012:

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Agreement with Ms. Sammons

        Ms. Sammons' employment agreement was amended on January 21, 2010 to provide, among other things, that, effective as of June 23, 2010, Ms. Sammons will continue to serve Rite Aid solely as Chairman of the Board.Board, until the 2012 Annual Meeting. Prior to such date, Ms. Sammons served as a named executive officer of Rite Aid during a portion of our 2011 fiscal year, through June 2010. As a result, the material terms of our employment agreement with Ms. Sammons are described in more detail under the heading "Executive Employment Agreements" on page 46 of this proxy statement.

Agreement with Mr. Miller

        Mr. Miller's April 9, 2003 employment agreement was amended on April 28, 2005, pursuant to which, effective as of June 23, 2005, Mr. Miller continued serving solely as Chairman of the Board. On November 28, 2006, Rite Aid amended the April 9, 2003 agreement with Mr. Miller pursuant to which Mr. Miller stepped down as Chairman upon the closing of the Brooks Eckerd Transaction and continued to serve solely as a director through the date of the 2008 Annual Meeting of Stockholders, and the parties agreed that the Brooks Eckerd Transaction would not trigger change in control benefits. Additional amendments to Mr. Miller's employment agreement, pursuant to which Mr. Miller will continue to serve as a director until the Company's 2011 Annual Meeting of Stockholders, became effective on his re-election to the Board of Directors at the 2008 Annual Meeting of Stockholders, on July 1, 2009 and May 19, 2010, respectively.Chief Executive Officer. Additional terms of thisMs. Sammons' employment agreement are as follows:

        Salary and Other Compensation.    ForEffective February 27, 2011 (the first day of fiscal year 2012) through the period startingexpiration of her employment agreement on June 26, 2008 and ending on the later of (i) June 30, 2010 and (ii) the one year anniversary of the 200921, 2012, Ms. Sammons has been entitled to an annual meeting, Mr. Miller received a monthly base salary of $5,000 (pro-rated for any partial month)$350,000 and continuescontinued benefits as provided in her employment agreement, and has not been eligible to be eligibleearn an annual incentive bonus. Ms. Sammons is also entitled to participate in certain of the Company'sRite Aid's welfare benefits, fringe benefit and perquisite programs in which he was entitled to participate prior to the 2008 annual meeting, and continues to remain entitled to deferred compensation as provided under the December 5, 1999 employment agreement, as amended effectivesavings plans.

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July 1, 2009. The Board extended the term through the later of (i)Once Ms. Sammons' employment agreement expires on June 30, 2011 and (ii) the one year anniversary of the 2010 Annual Meeting of Stockholders.

        Restricted stock and options.    During his service as a director, Mr. Miller is21, 2012, Ms. Sammons will be eligible to receive option and restricted stock awards in accordance with Rite Aid's policy for members of the Board of Directors as in effect from time to time. Mr. Miller's existing stock options and shares of restricted stock continue to vest and be fully exercisable for the remaindersame compensation as other non-management directors during her period of their stated terms.service on the Board.

        Retirement Benefit.    Mr. MillerMs. Sammons receives benefits under a defined contribution supplemental executive retirement plan.plan during the term of her employment agreement. Each month, $10,000$20,000 is credited to a deferred compensation account for investment for Mr. Miller.Ms. Sammons. Under the supplemental executive retirement plan, the participants areMs. Sammons is able to direct the deemed investment of the amounts by selecting one or more investment vehicles from a group of deemed investments offered pursuant to the plan. These deemed investments are made each month during the term of the participant's service with Rite Aid. Subject to certain tax rules that may require a delay in payment, Mr. MillerMs. Sammons is fully vested at all times in histhe account under the plan and will receive hisher vested account balance (or payment in installments if such election was made) upon the earlier to occur of: (i) termination of service as a director,employment with the Company, including due to death or disability; and (ii) a hardship withdrawal pursuant to the terms of the plan.

        Termination of employmentEmployment and changeChange in control arrangements.Control Arrangements.    The termination provisions of the April 9, 2003Ms. Sammons' employment agreement became effective immediately and remain in effect until the agreement (as subsequently amended) expires at the 20112012 Annual Meeting of Stockholders. PursuantIf Ms. Sammons is terminated by Rite Aid without "cause" or if she terminates her employment for "good reason" before the 2012 Annual Meeting (as such terms are defined in Ms. Sammons' employment agreement), then:

•

Ms. Sammons' severance compensation will be an amount equal to Mr. Miller's employment agreement, as amended, upon leavingthree times the Boardsum of Directorsher base salary in effect immediately prior to June 23, 2010 and her annual target bonus in effect for fiscal year 2011. In the event of 2011, Mr. Miller'stermination for any reason other than termination for cause or by Ms. Sammons for good reason, all outstanding stock options (all of which are fully vested) will immediately vest and be exercisable for the remainder of their stated terms, the restrictions on all outstanding shares of restricted common stock and restricted stock units will immediately lapse and heany performance or other conditions applicable to any other equity incentive awards will be eligibleconsidered to have been satisfied at targeted levels; and



•

Ms. Sammons will be paid the deferred compensation amounts that would otherwise have been credited to her pursuant to the supplemental executive retirement plan had she continued employment with Rite Aid through the end of the then-remaining employment period and she will continue to receive medical benefits (or be entitled to receive an annual payment following termination and continuing for life (and the life of her spouse) equal to the cost of purchasing medical coverage comparable to the coverage provided to the Company's senior executives immediately prior to such termination, excepting payments for periods that the Company provides such coverage described immediately above) for life and the life of her spouse.

        If Ms. Sammons' employment is terminated as a result of her death or "disability" (as such term is defined in her employment agreement), she (or her estate as the case may be) will be entitled to continued medical benefits (or reimbursement for the cost of such benefits) for his life. If Mr. Miller'sher life or the life of her spouse, payment of any accrued but unpaid salary and full vesting of all outstanding stock options, restricted stock and other equity incentive awards (with performance goals being deemed to have been satisfied at targeted levels). Upon termination of Ms. Sammons' employment for any reason other than "cause," Ms. Sammons will be entitled to continued medical benefits (or reimbursement for the cost of such benefits) for her life or the life of her spouse.

        Under Ms. Sammons' employment agreement as in effect until the 2012 Annual Meeting, any termination of employment by the executive within the six month period commencing on the date of a "change in control" of Rite Aid will be treated as a termination of employment by the executive for "good reason." The term "change in control" generally means an acquisition of 25% or more of the Company's combined voting power; the incumbent directors (generally including current directors and future directors whose election or nomination is approved by the Board) ceasing to constitute a

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majority of the Board; the consummation of a merger or similar transaction, other than (i) such a transaction in which the voting securities outstanding immediately prior to such transaction continue to represent at least 60% of the voting power of the Company immediately after the transaction or (ii) a recapitalization or similar transaction in which no person becomes the beneficial owner of 25% or more of the Company's combined voting power; or the stockholders approve a plan of complete liquidation or dissolution of the Company.

        Other Restrictions.    Ms. Sammons' employment agreement prohibits her from competing with Rite Aid during her employment period and, in the event that Ms. Sammons employment is terminated by Mr. Miller for good reason, as such term is defined in his agreement, he will also be entitled to receive one year's base salary.

Agreement with Michel Coutu

        Effective as of June 27, 2007, Michel Coutu was appointed as a director of Rite Aid and non-executive co-chairman of the Board of Directorsfor "cause" or by Ms. Sammons without "good reason," for a termperiod of two years following the completion of the Brooks Eckerd Transaction. This agreement was extended by the Board during fiscalone year 2010 to continue through the date of the 2010 Annual Meeting. The agreement has not been further renewed or extended. Under the terms of the agreement, Mr. Michel Coutu received an annual retainer of $500,000, payable quarterly in arrears for serving as a non-executive co-chairman of the Board. In addition, Mr. Michel Coutu was, and continues to be, entitled to receive certain benefits and annual equity awards to the same extent as our other directors, as described under the caption "Directors' Compensation," above.thereafter.

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PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The accounting firm of Deloitte & Touche LLP ("Deloitte & Touche") has been selected as the independent registered public accounting firm for the Company for the fiscal year ending March 3, 2012.2, 2013. Deloitte & Touche has audited the accounts and records of Rite Aid and its subsidiaries since 2000. Although the selection of accounting firms does not require ratification, the Board of Directors has directed that the appointment of Deloitte & Touche be submitted to the stockholders for ratification due to the significance of their appointment by the Company. If the stockholders do not ratify the appointment of Deloitte & Touche, the Audit Committee will consider the appointment of another independent registered public accounting firm. A representative of Deloitte & Touche will be present at the Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.

RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ATHAT YOU VOTE "FOR"
THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 20122013.

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PROPOSAL NO. 3

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

        In accordance with the requirements of Section 14A of the Exchange Act, we are including in this proxy statement a resolution, subject to stockholder vote, to approve, on an advisory basis, the compensation of our Named Executive Officers (as defined in the section entitled "Executive Compensation—Compensation Discussion and Analysis").

        Prior to voting, stockholders may wish to carefully review our discussion of executive compensation, as presented in the Compensation Discussion and Analysis, tables and narrative disclosure, on pages 31-58,45 to 71, as well as the discussion regarding the Compensation Committee on pages 15-16.page 15.

        The Company's primary compensation goals for our Named Executive Officers are to attract, motivate and retain the most talented and dedicated executives and to align the interests of our Named Executive Officers with the interests of our stockholders. The Company's compensation programs are designed to reward our Named Executive Officers for the achievement of annual and long-term strategic and operational goals and the achievement of increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The Company encourages stockholders to review the executive compensation disclosure in the CD&ACompensation Discussion and Analysis section and executive compensation tables in this Proxy Statementproxy statement for complete details of how its executive compensation policies and procedures operate and are designed to achieve the Company's compensation objectives.

        We believe that the Company's executive compensation programs have been effective at promoting the achievement of positive results, appropriately aligning pay and performance and in enabling the Company to attract and retain very talented executives within our industry, while at the same time avoiding the encouragement of unnecessary or excessive risk taking.

        We are asking our stockholders to indicate their support for the compensation of our Named Executive Officers as described in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, gives you as a stockholder the opportunity to express your views on our fiscal year 20112012 compensation for our Named Executive Officers. This vote is not intended to address any specific item of compensation; rather, the vote relates to the overall compensation of our Named Executive Officers as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

        Accordingly, the following resolution is submitted for a stockholder vote at the 20112012 Annual Meeting of Stockholders:

"RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's Proxy Statement for the 20112012 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion."

        Although this is an advisory vote which will not be binding on the Compensation Committee or the Board, the Compensation Committee and the Board will carefully review the results of the stockholder vote. The Compensation Committee will consider stockholders' concerns and take them into account in future determinations concerning executive compensation. The Board therefore

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recommends that you indicate your support for the Company's executive compensation in fiscal year 2011,2012, as outlined in the above resolution.

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RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
THAT YOU VOTE "FOR"
THE APPROVAL OF THE
COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS,
AS DISCLOSED IN THIS PROXY STATEMENTSTATEMENT.

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PROPOSAL NO. 4

ADVISORY VOTE AS TOAPPROVAL OF THE FREQUENCYADOPTION OF FUTURE ADVISORY VOTES ON THE RITE AID CORPORATION
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS2012 OMNIBUS EQUITY PLAN

Introduction

        The Compensation Committee views employee equity ownership as a significant motivation for its executives and associates to maximize value for its stockholders. The Compensation Committee believes that the grant of stock options and other stock-based awards provides a long-term incentive for key associates and executives to contribute to the growth of Rite Aid. In addition, the Compensation Committee values performance-based awards that establish a direct link between compensation and stockholder return, such as stock options (which only yield value to the extent that our stock price appreciates) and performance-conditioned stock and cash awards (which require the attainment of specified performance goals in order for the recipient to realize value).

        The Compensation Committee also feels that it is important for equity and equity-based awards to be made to key field and corporate managers across the organization, including, but not limited to, Rite Aid executive officers. Consequently, the Compensation Committee feels that it is important to ensure that it will be able to continue to provide equity and equity-based compensation to Rite Aid associates in the future. The Compensation Committee believes that the new plan will help ensure that Rite Aid has a reasonable number of additional shares available for future equity-based incentive awards to attract and retain Rite Aid's associates, key personnel and officers, as well as reward such individuals for the attainment of long-term achievements, and compensate non-employee directors for service on the Board.

General

        On April 11, 2012, the Board, upon the recommendation of the Compensation Committee, unanimously approved the Rite Aid Corporation 2012 Omnibus Equity Plan (referred to here as the "2012 Plan"), subject to stockholder approval of the 2012 Plan.

        The 2012 Plan is intended to promote the interests of Rite Aid and its stockholders by providing officers and key associates with equity-based incentives and rewards to encourage them to enter into and continue in the employ of Rite Aid and to acquire a proprietary interest in the long-term success of Rite Aid, thereby aligning their interests with those of Rite Aid's stockholders, to compensate non-employee directors for their services while further aligning their interests with the interests of stockholders, and to reward the performance of individual officers, other associates and consultants in fulfilling their personal responsibilities for long-range achievements. The number of persons expected to participate in the 2012 Plan will be approximately 670.

        The 2012 Plan is intended to permit the grant of performance-based compensation within the meaning of Section 14A162(m) of the Internal Revenue Code, which generally limits the annual deduction that Rite Aid may take for compensation of its covered officers, which consist of its CEO, CFO and three other most highly compensated executive officers (other than its CFO) who are serving at the end of the year. Under Section 162(m), certain compensation, including compensation based on the attainment of performance goals, will not be subject to this limitation if certain requirements are met. Among these requirements is a requirement that the material terms pursuant to which the performance-based compensation is to be paid be disclosed to and approved by the stockholders. Accordingly, if the 2012 Plan is approved by stockholders and the other conditions of Section 162(m) relating to performance-based compensation are satisfied, qualified performance-based compensation paid to covered officers pursuant to the 2012 Plan will not fail to be deductible due to the operation of Section 162(m).

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        The 2012 Plan authorizes the issuance of up to 28,500,000 shares underlying equity-based awards, with no more than 10,000,000 to be used for awards other than options or stock appreciation rights.

        The Compensation Committee has adopted guidelines that will be applicable to the grant of stock options pursuant to the 2012 Plan. For each regular annual grant of options made in 2012 or later years, the option value used to determine the number of options to be granted for the year may not be less than the option value used to determine the immediately preceding annual grant (such that a decrease in stock price should not result in an increase in the number of stock options granted in any given year).

        Additional considerations relevant to the adoption of the 2012 Plan are highlighted below:

        Our annual share usage over the last three years is shown below:

        Based on changes in the equity mix for participants below the Named Executive Officer level, we expect to reduce our annual share usage on a going forward basis and our request reflects a lower expected annual share usage. Our request of 28,500,000 shares is less than 3.2% of common stock outstanding and less than 3% of fully diluted common stock outstanding.

        The 2012 Plan includes many governance best practices. The 2012 Plan prohibits repricing and exchange of underwater options and stock appreciation rights for cash or shares without stockholder approval. The 2012 Plan also prohibits use of reload options and discounted options.

        The 2012 Plan prescribes minimum vesting periods which are designed to support retention of key associates. Vesting periods of one year for performance-based awards and three-years for awards vesting solely on continued service are prescribed for the majority of awards granted under the 2012 Plan.

        The 2012 Plan does not provide for vesting of equity awards based solely on the occurrence of a change in control, without an accompanying job loss.

        Although the 2012 Plan permits a number of types of equity and cash long-term incentives, the Company intends to continue to have a long-term incentive program with a strong focus on our performance. We deliver the majority of long-term incentive value to our executives through stock options, which serve to align executive and stockholder interests by rewarding executives for appreciation in stock price, and performance awards, which only vest if certain performance targets are met. In addition, as noted above, the Compensation Committee has adopted a policy which will serve

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to limit the number of options that can be awarded to executives if Rite Aid's stock price declines from one year to the next.

        Rite Aid senior executives are also subject to Stock Ownership Guidelines as described on page 57.

        A form of the 2012 Plan is attached as Appendix A to this proxy statement and the following description of the material terms of the 2012 Plan is qualified in its entirety by the complete text of the plan.

Description of Principal Features of the 2012 Plan

        Types of Awards.    The following types of awards may be granted under the 2012 Plan: stock options (including both incentive stock options ("ISOs") within the meaning of Section 422 of the Internal Revenue Code and nonqualified options ("NQSOs"), which are options that do not qualify as ISOs), stock appreciation rights, restricted stock, phantom units, stock bonus awards, and other equity-based awards valued in whole or in part by reference to, or otherwise based on, Rite Aid's common stock.

        Shares Available; Certain Limitations.    28,500,000 shares of common stock in the aggregate are reserved for issuance under the 2012 Plan, subject to equitable adjustment upon the occurrence of any extraordinary dividend or other distribution, recapitalization, stock split, reorganization, merger, consolidation, combination, repurchase, or share exchange, or other similar corporate transaction or event. The table below provides updated information regarding our current equity plans as of April 26, 2012:

        Shares of common stock subject to an award under the 2012 Plan that remain unissued upon the cancellation or termination of the award will again become available for award under the 2012 Plan. However, shares of common stock that are exchanged by a participant or withheld by Rite Aid as full or partial payment in connection with any award under the 2012 Plan, as well as any shares of common stock exchanged by a participant or withheld by Rite Aid to satisfy the tax withholding obligations related to any award, will not be available for subsequent awards under the 2012 Plan. To the extent an award is paid or settled in cash, the number of shares of common stock previously subject to the award will again be available for grants pursuant to the 2012 Plan. To the extent that an award can only be settled in cash, such award will not be counted against the total number of shares of common stock available for grant under the 2012 Plan.

        The maximum number of shares of common stock that may be granted in the aggregate under the 2012 Plan pursuant to awards other than options or stock appreciation rights may not exceed 10,000,000. All shares underlying stock appreciation rights (as opposed to only the net number of shares issued to settle an award) will be counted against the various limits under the 2012 Plan. Under the 2012 Plan, in any fiscal year, no participant who is likely to be a covered associate for purposes of Section 162(m) may be granted (i) options or stock appreciation rights with respect to more than 6,000,000 shares of common stock, (ii) restricted stock, phantom stock or other equity-based awards with respect to more than 6,000,000 shares of common stock, or (iii) with respect to any award denominated in cash, $10,000,000 for such fiscal year (subject in each case to equitable adjustment). The market price of Rite Aid's common stock on April 26, 2012 was $1.44 per share.

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        Administration.    The 2012 Plan will be administered by the Compensation Committee. Each member of the Compensation Committee is a "non-employee director" (within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act also requires that we includeAct), an "outside director" (within the meaning of Section 162(m) of the Internal Revenue Code) and an "independent director" (within the meaning of the NYSE listed company manual).

        Eligibility.    Officers of Rite Aid, including the named executive officers listed in the summary compensation table in this proxy statement, a separate, non-binding stockholder vote on whether future advisory votes onassociates, non-employee directors and consultants to Rite Aid are eligible to receive awards under the compensation of our Named Executive Officers should occur every one, two or three years. Stockholders have2012 Plan at the option to vote for any onediscretion of the three options, or to abstain onCompensation Committee (or, in the matter. For the reasons discussed below,case of non-employee directors, the Board of Directors recommendsDirectors).

        Exercisability and Vesting.    Awards will become exercisable or otherwise vest at the times and upon the conditions that future advisory votesthe Compensation Committee may determine, as reflected in an applicable agreement. In general, options, stock appreciation rights, restricted stock and phantom units which vest solely based on continued employment may not fully vest prior to the third anniversary of the grant date (except with respect to awards made to non-employee directors and except with respect to no more than 5% of the aggregate number of shares of common stock authorized under the 2012 Plan). The Compensation Committee has the authority to accelerate the vesting and/or exercisability of any outstanding award at such times and under such circumstances as it deems appropriate.

        Performance Goals.    The vesting of awards that are intended to qualify as performance-based compensation will be based upon one or more of the following business criteria: return on total stockholder equity; earnings or book value per share of common stock; net income (before or after taxes); earnings before all or any interest, taxes, depreciation and amortization and/or other adjustments; inventory goals; return on assets, capital or investment; market share; cost reduction goals; earnings from continuing operations; levels of expense, costs or liabilities; store level performance; operating profit; sales or revenues; stock price appreciation; total stockholder return; implementation or completion of critical projects or processes; prescription counts or any combination of the foregoing. The business criteria may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to Rite Aid, an affiliate, a division or strategic business unit of Rite Aid, or may be applied to the performance of Rite Aid relative to a market index, a group of other companies or a combination thereof, all as determined by the Compensation Committee. The business criteria may also be subject to a threshold level of performance below which no payment will be made, levels of performance at which specified payments will be made, and a maximum level of performance above which no additional payment will be made. Where applicable, business criteria will be determined in accordance with generally accepted accounting principles (with such adjustments as the Compensation Committee may prescribe) and achievement of the criteria will require certification by the Compensation Committee.

        Stock Options.    Options entitle the participant to purchase shares of common stock during a specified period at a purchase price specified by the Compensation Committee (at a price not less than 100% of the fair market value of the common stock on the compensationday the option is granted). Each option granted under the 2012 Plan will have a maximum term of our Named Executive Officers take place every "ONE YEAR."10 years from the date of grant, or such lesser period as the Compensation Committee shall determine. Options may be exercised in whole or in part by the payment in cash of the full option price, by tendering shares of common stock with a fair market value equal to the option price, by withholding shares of common stock otherwise deliverable upon the exercise of an option or by other methods in the discretion of the Compensation Committee. Options granted under the 2012 Plan may not be re-priced to lower the exercise price or be cancelled in exchange for another type of award or cash payment without stockholder approval, nor may they provide for automatic "re-load" grants upon the exercise of an option with shares of common stock. As noted above, the Compensation Committee has adopted guidelines relating to the grant of stock

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        After careful consideration and input from our stockholders, our Boardoptions pursuant to the 2012 Plan. For each regular annual grant of Directors has determined that an advisory vote on executive compensation that occurs annually isoptions made in 2010 or later years, the most appropriate alternativeoption value used to determine the number of options to be granted for the Company.year may not be less than the option value used for the immediately preceding annual grant (such that a decrease in stock price should not result in an increase in the number of stock options granted in any given year).

        Stock Appreciation Rights.    A stock appreciation right may be granted in connection with an option, either at the time of grant or at any time thereafter during the term of the option, or may be granted unrelated to an option. Stock appreciation rights generally permit the participant to receive cash or shares of common stock equal to the difference between the exercise price of the stock appreciation right (which must equal or exceed the fair market value of the common stock at the date of grant) and the fair market value of the common stock on the date of exercise for a period of no more than ten years. Stock appreciation rights granted under the 2012 Plan may not be re-priced to lower the exercise price or be cancelled in exchange for another type of award or cash payment without stockholder approval.

        Restricted Stock.    The Compensation Committee may grant restricted shares of common stock to such persons, in such amounts, and subject to such terms and conditions (including the attainment of performance goals) as the Compensation Committee may determine in its discretion. Except for restrictions on transfer and such other restrictions as the Compensation Committee may impose, participants will have all the rights of a stockholder with respect to the restricted stock.

        Phantom Units.    A phantom unit award is an award of the right to receive an amount of cash or common stock at a future date based upon the value of the common stock at the time of vesting of the award, or if the award is denominated in cash, the right to receive an amount of cash per unit that is determined by the Compensation Committee.

        Stock Bonus Awards.    A stock bonus award is an award of common stock made at the discretion of the Compensation Committee upon such terms and conditions (if any) as the Compensation Committee may determine.

        Other Awards.    Other forms of awards valued in whole or in part by reference to, or otherwise based on, common stock, including but not limited to dividend equivalents subject to the same vesting requirements and risks of forfeiture that apply to the underlying award, may be granted either alone or in addition to other awards under the 2012 Plan. For example, the 2012 Plan will permit the grant of performance-based awards denominated in shares and with respect to which participants may earn a range of shares, depending upon the actual level of performance. Subject to the provisions of the 2012 Plan, the Compensation Committee shall have sole and complete authority to determine the persons to whom and the time or times at which such other awards shall be granted, the number of shares of common stock to be granted pursuant to such other awards and all other conditions of such awards.

        Change in Control.    Unless otherwise set forth in an agreement or provided by the Compensation Committee, following a change in control of Rite Aid (as described below), (i) each outstanding award that is assumed or substituted in connection with the change in control will become fully vested and exercisable, free of all applicable restrictions, and all applicable performance criteria will be deemed to be achieved at target levels if the participant's employment or service is terminated pursuant to a qualifying termination (as defined in the 2012 Plan) within the 24 month period following the change in control; and (ii) each outstanding award that is not assumed or substituted in connection with the change in control will become fully vested and exercisable, free of all applicable restrictions, and all applicable performance criteria will be deemed to be achieved at target levels immediately upon the occurrence of the change in control. In formulatingaddition, the Compensation Committee may, in its recommendation, ourdiscretion, cancel outstanding awards in exchange for a payment in cash, shares of common stock, or any combination thereof, equal to the value of the award based on the price per share received by other Rite Aid stockholders.

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        For purposes of the 2012 Plan a "change in control" means, in general: (i) a person or entity acquires securities of Rite Aid representing 50% or more of the combined voting power of Rite Aid; (ii) an unapproved change in the majority membership of the Board; (iii) consummation of a merger or consolidation of Rite Aid or any subsidiary of Rite Aid, other than a merger or consolidation that results in the Rite Aid voting securities continuing to represent at least 60% of the combined voting power of the surviving entity or its parent, or a merger or consolidation effected to implement a recapitalization or similar transaction involving Rite Aid in which no person or entity acquires at least 35% of the combined voting power of Rite Aid; or (iv) stockholder approval of a plan of complete liquidation or dissolution of Rite Aid or the consummation of an agreement for the sale or disposition of all or substantially all of Rite Aid's assets, other than a sale or disposition to an entity, at least 60% of the combined voting power of which is owned by Rite Aid stockholders in substantially the same proportions as their ownership of Rite Aid immediately prior to such sale.

        Amendment and Termination of the Plan.    The 2012 Plan may be amended by the Board, consideredsubject to stockholder approval where necessary to satisfy legal or regulatory requirements.

        The 2012 Plan will terminate not later than the tenth anniversary of its effective date. However, awards granted before the termination of the 2012 Plan may extend beyond that an annual advisory vote on executive compensation will allow stockholders to provide usdate in accordance with their direct input on our compensation philosophy, policiesterms.

Certain Federal Income Tax Consequences

        Set forth below is a discussion of certain United States federal income tax consequences with respect to certain awards that may be granted pursuant to the 2012 Plan. The following discussion is a brief summary only, and practices as disclosedreference is made to the Internal Revenue Code and the regulations and interpretations issued thereunder for a complete statement of all relevant federal tax consequences. This summary is not intended to be exhaustive and does not describe state, local or foreign tax consequences of participation in the proxy statement every year. Additionally,2012 Plan.

        Incentive Stock Options.    In general, no taxable income is realized by a participant upon the grant of an annual advisory voteISO. If shares of common stock are issued to a participant pursuant to the exercise of an ISO, then, generally (i) the participant will not realize ordinary income with respect to the exercise of the option, (ii) upon sale of the underlying shares acquired upon the exercise of an ISO, any amount realized in excess of the exercise price paid for the shares will be taxed to the participant as capital gain and (iii) Rite Aid will not be entitled to a deduction. The amount by which the fair market value of the stock on executivethe exercise date of an ISO exceeds the purchase price generally will, however, constitute an item which increases the participant's income for purposes of the alternative minimum tax. However, if the participant disposes of the shares acquired on exercise before the later of the second anniversary of the date of grant or one year after the receipt of the shares by the participant (a "disqualifying disposition"), the participant generally would include in ordinary income in the year of the disqualifying disposition an amount equal to the excess of the fair market value of the shares at the time of exercise (or, if less, the amount realized on the disposition of the shares), over the exercise price paid for the shares. If ordinary income is recognized due to a disqualifying disposition, Rite Aid would generally be entitled to a deduction in the same amount. Subject to certain exceptions, an ISO generally will not be treated as an ISO if it is exercised more than three months following termination of employment. If an ISO is exercised at a time when it no longer qualifies as an ISO, it will be treated for tax purposes as a nonqualified stock option, or "NQSO," as discussed below.

        Nonqualified Stock Options.    In general, no taxable income is realized by a participant upon the grant of an NQSO. Upon exercise of an NQSO, the participant generally would include in ordinary income at the time of exercise an amount equal to the excess, if any, of the fair market value of the shares at the time of exercise over the exercise price paid for the shares. At the time the participant recognizes ordinary income, Rite Aid generally will be entitled to a deduction in the same amount. In

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the event of a subsequent sale of shares received upon the exercise of an NQSO, any appreciation after the date on which taxable income is realized by the participant in respect of the option exercise should be taxed as capital gain in an amount equal to the excess of the sales proceeds for the shares over the participant's basis in such shares. The participant's basis in the shares will generally equal the amount paid for the shares plus the amount included in ordinary income by the participant upon exercise of the NQSO.

        Stock Appreciation Rights.    In general, the grant of a stock appreciation right will not result in income for the participant or in a tax deduction for Rite Aid. Upon the settlement of a stock appreciation right, the participant will recognize ordinary income equal to the aggregate value of the payment received, and Rite Aid generally will be entitled to a tax deduction at such time in the same amount.

        Restricted Stock.    In general, a participant will not recognize any income upon the grant of restricted stock, unless the participant elects under Section 83(b) of the Internal Revenue Code, within thirty days after such grant, to recognize ordinary income in an amount equal to the fair market value of the restricted stock at the time of grant, less any amount paid for the shares. If the election is made, the participant will not be allowed a deduction for amounts subsequently required to be returned to Rite Aid. If the election is not made, the participant will generally recognize ordinary income on the date that the restrictions to which the restricted stock lapse, in an amount equal to the fair market value of such shares on such date, less any amount paid for the shares. At the time the participant recognizes ordinary income, Rite Aid generally will be entitled to a deduction in the same amount. Generally, upon a sale or other disposition of restricted stock with respect to which the participant has recognized ordinary income (i.e., where a Section 83(b) election was previously made or the restrictions were previously removed), the participant will recognize capital gain or loss in an amount equal to the difference between the amount realized on such sale or other disposition and the participant's basis in such shares.

        Phantom Units.    In general, a participant will not recognize any income upon the grant of phantom units. Rather, upon the settlement of the phantom units, the participant will recognize ordinary income equal to the amount of cash or the fair market value of common stock received, as applicable. The Company will generally be entitled to a tax deduction at such time equal to the amount of income recognized by the participant.

        Stock Bonus Awards.    In general, a participant will recognize ordinary income upon the receipt of a vested stock bonus award granted under the 2012 Plan equal to the fair market value of the shares of common stock received, and Rite Aid will become entitled to a deduction at such time equal to the amount of income recognized by the participant.

        Other Awards.    In general, a participant will recognize ordinary income upon the receipt of shares or cash with respect to other awards granted under the 2012 Plan and Rite Aid will become entitled to a deduction at such time equal to the amount of income recognized by the participant.

New Plan Benefits

        The 2012 Plan was designed by the Compensation Committee, with the assistance of an outside compensation is consistent with our policy of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices. We will continue to engage with our stockholders regarding our executive pay programs between stockholder advisory votesconsultant, as part of our governance process.

        The Company recognizes that stockholders may have different views asa comprehensive compensation strategy to provide a long-term broad based incentive for key associates and executives to contribute to the best approachgrowth of Rite Aid and attain specified performance goals.

        If approved by the stockholders, participants in the 2012 Plan will be eligible for annual long-term awards which may include performance shares, stock options and restricted stock (or other awards permitted under the company,2012 Plan). The level and types of awards will be fixed by the Compensation Committee in light of the participants' targeted long-term incentive level. The Compensation

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Committee may impose additional conditions or restrictions to the vesting of such awards as it deems appropriate, including, but not limited to, the achievement of performance goals based on one or more business criteria.

        Awards under the 2012 Plan are made in the discretion of the Compensation Committee and therefore are not determinable at this time. Moreover, the Companyultimate value of any grants that are made will depend on the value of the underlying shares of common stock at the time of settlement, which likewise is not determinable at this time. Please refer to the section entitled "Executive Compensation—Grants of Plan-Based Awards Table for Fiscal 2012" to review equity and equity-based awards made to our named executive officers in 2012.

Vote Required and Board of Directors encourage stockholdersRecommendation

        Approval of the adoption of the 2012 Plan requires the affirmative vote of a majority of the shares represented at the meeting and entitled to express their preferencesvote (with Rite Aid common stock and LGP preferred stock voting together as toa single class), provided that the frequencytotal votes cast on the proposal represent over 50% of an advisorythe total combined voting power of the Rite Aid common stock and LGP preferred stock entitled to vote on the compensation of our Named Executive Officers.

        This vote is advisoryproposal. Any shares represented at the meeting and not bindingvoted (whether by abstention or otherwise) will have the same effect as a vote "against" the proposal. Broker "non-votes" could have the same effect as votes cast "against" the proposal if they cause the total votes cast on the Companymatter to be 50% or the Board of Directors, but the Board of Directors and the Compensation Committee will take into account the outcomeless of the total voting power entitled to vote when making decisions about how often the Company conducts advisory votes on the compensationproposal. Accordingly, it is particularly important that beneficial owners of our Named Executive Officers.

        The proxy card providesRite Aid shares instruct their brokers or nominees how to vote their shares. If the 2012 Plan is not approved by the stockholders, with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders2012 Plan will not be voting to approve or disapprove the recommendation of the Board of Directors.become effective.

RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ATHAT YOU VOTE "FOR"
THE PROPOSAL TO HOLDAPPROVE THE ADVISORY VOTE ON EXECUTIVE COMPENSATIONADOPTION OF
EVERY ONE YEARTHE RITE AID CORPORATION 2012 OMNIBUS EQUITY PLAN.

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PROPOSAL NO. 5

STOCKHOLDER PROPOSAL—POLICY REGARDING GROSS-UP PAYMENTS

        The AFL-CIO Reserve Fund, 815 Sixteenth Street, N.W., Washington, D.C. 20005, which owns 3,9003,800 shares of Common Stockcommon stock (based on information provided to us by the AFL-CIO Reserve Fund), has notified the Company that it intends to present the following proposal at the Annual Meeting:

        RESOLVED:    The shareholders of Rite Aid Corporation (the "Company") urge the compensation committee of the Board of Directors to adopt a policy that the Company will not make or promise to make to its senior executives any tax gross-up payment ("Gross-up"), except for Gross-ups provided pursuant to a plan, policy or arrangement applicable to employees of the Company generally.

        For purposes of this proposal, a Gross-up is defined as any payment to or on behalf of the senior executive whose amount is calculated by reference to an actual or estimated tax liability of the senior executive. The policy should be implemented in a way that does not violate any existing contractual obligation of the Company or the terms of any compensation or benefit plan currently in effect.

Supporting Statement

        As long-term shareholders, weWe support compensation programs that tie pay closely to long-term sustainable performance and that deploy Company resources efficiently. In our view, tax gross-ups for senior executives-reimbursingexecutives—reimbursing a senior executive for tax liability or making payment to a taxing authority on a senior executive's behalf-arebehalf—are not consistent with these principles. We believe that the cost of such tax gross-ups would be better allocated to performance-based compensation or reinvested in the Company.

        Certain of our Company's senior executive officers are entitled to tax gross-ups for excise taxes on their golden parachutes pursuant to Internal Revenue Code Section 4999. Had Company Chairman and former CEO Mary F. Sammons been terminated following a change in control on February 27,2010,27, 2011, she would have received a $3,959,000 tax gross-up under her employment agreement. Company President and current CEO John T. Standley would have received a $1,859,000$2,833,000 tax gross-up.

        The Company has also paid tax gross-ups for housing and transportation expenses. In 2010,2011, Senior Executive VP, CAO & CFO Frank G. Vitrano received $47,720$42,251 and Senior Executive VP Chief Merchandising, Marketing & Logistics Officerand COO Kenneth A. Martindale received $27,886$25,164 in tax gross-ups for housing and transportation expenses reimbursed by the Company. Mr. Vitrano and Mr. Martindale are also entitled to tax gross-ups for excise taxes on their golden parachutes following a change in control.

        We believe that paying tax gross-ups to senior executives is not fair to Company shareholders or employees who must pay their own taxes. Moreover, a company may incur a large gross-up obligation in order to enable a senior executive to receive a relatively small amount of compensation tax free. Lastly, tax gross-ups for golden parachute excise taxes can be very costly. Michael Kesner of Deloitte Consulting has estimated that gross-up payments can reach 8 percent of the total cost of a merger (Gretchen Morgenson, The CEO's Parachute Cost What?, N.Y. Times, Feb. 4, 2007).

        For these reasons, we urge stockholders to vote FOR this proposal.

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THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "AGAINST"
THIS
PROPOSAL FOR THE FOLLOWING REASONS:

        The Board has given careful consideration to this proposal and has concluded for the reasons described below that the adoption of this resolution is not in the best interests of Rite Aid and its stockholders.

        The Board recognizes the importance of executive compensation to the overall long-term performance of Rite Aid. Rite Aid's compensation philosophy is to pay for performance that supports Rite Aid's business strategies and to pay competitively. In the "Compensation Discussion & Analysis" ("CD&A") section of this proxy statement, Rite Aid provides stockholders with a detailed and thorough description of the Company's compensation program, including the philosophy and strategy underpinning the program and the individual elements of the compensation program.

        The Compensation Committee of our Board of Directors, comprised entirely of independent directors, is responsible for reviewing and approving the compensation of Rite Aid's Chief Executive Officer and reviewing and recommending to the Board other executive officers' compensation levels. Our Board believes that the Committee should retain discretion in setting compensation arrangements, based on the facts and circumstances existing at the time the arrangements are determined. Circumstances may arise in which the needs of the Company and the executive, and the dictates of the competitive marketplace, might make it appropriate for the Company to agree to certain tax reimbursement (or "gross-up") provisions.

        It is crucial that the Company retain the flexibility to offer compensation and benefits that are consistent with those offered by peer companies that compete with us for talent. Gross-up payments are used in limited instances where necessary to compensate certain of our executive officers for housing and travel allowances arising from taking up a non-permanent second residence near the Company's corporate headquarters to ensure that the executives receive the intended value of their benefits.

        The Board believes that it is particularly important for the Company to have access to the full range of compensation tools. Like many companies, Rite Aid uses tax gross-ups to address excise tax inequities in the event of a change in control. The Internal Revenue Code (the "Code") imposes a 20% excise tax on employees who receive benefits in connection with a change in control that equal or exceed three times the employee's "base amount" of compensation (the average W-2 income over the preceding five years). Similarly situated executives may have substantially different "base amounts" of compensation based on length of service, timing of stock option exercises, or permitted deferrals of cash or equity compensation. A large portion of our senior executives' compensation is in the form of incentive awards that vest over multiple years of service and seek to reward long-term performance. Applicable tax rules can impose excise taxes when awards vest in connection with a change in control or a termination of employment related to a change in control. Consequently, the Code can have significantly varying and arbitrary effects on an individual's tax obligations based on the individual's personal compensation history and decisions, which are unlikely to have been made with the Code in mind.

        Therefore, the Board believes that tax gross-up payments can be appropriate in limited circumstances in order to prevent the intended value of a benefit from being significantly and arbitrarily reduced.

        The Board believes that the Company should retain flexibility with respect to executive compensation, rather than commit to restrictions that could place the Company at a competitive disadvantage in attracting and retaining high-performing top talent. The Board believes that it is

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ultimately in the stockholders' best interests that discretionary responsibility for this ongoing process continue to be vested in an independent Compensation Committee.

RECOMMENDATION

FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "AGAINST"
THIS STOCKHOLDER PROPOSAL.

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PROPOSAL NO. 6

STOCKHOLDER PROPOSAL—PERFORMANCE AWARD METRICS

        John C Liu, Comptroller, City of New York, 1 Centre Street, Room 1120, New York, N.Y. 10007, on behalf of the New York City Employees' Retirement System, the New York City Fire Department Pension Fund, the New York City Teachers' Retirement System, the New York City Police Pension Fund and the New York City Board of Education Retirement System, which collectively own 1,206,486 shares of common stock (based on information provided to us by such entities), has notified us that such entities intend to present the following proposal at the Annual Meeting:

        RESOLVED:    Shareholders of Rite Aid Corporation request that the Compensation Committee of the Board of Directors, in setting performance measures for top executives, include multiple weighted metrics that correctly reflect both individual and business accomplishments over an established multiyear period; and, excluding proprietary information, disclose to the shareholders any changes made in the basket of metrics during the multiyear period.

Supporting Statement

        Rite Aid awards both annual (since 2001) and long-term (since 2005) incentive payments based on a single performance metric, EBITDA (earnings before interest, taxes, depreciation and amortization) or adjusted EBITDA (together "EBITDA"). Neither CVS/Caremark nor Walgreens, the Company's major competitors, uses EBITDA for long-term pay.

        We believe that the incentive compensation programs applicable to Rite Aid's senior executives are flawed because of their over-reliance on EBITDA as a performance metric. Because EBITDA is used for both short- and long-term incentive plans covering the same years, executives are potentially rewarded twice for the same achievement. Reliance on EBITDA as the sole performance metric may also encourage top management to focus on one goal while ignoring others and incentivize excessive risk taking and focus on short-term gains at the expense of sustainable, long-term performance.

        The Conference Board Task Force on Executive Compensation (September 2009) recommends that a pay-for-performance program include an "appropriate mix" of performance metrics that has been evaluated for risk, assesses company and executive performance, and helps to drive achievement of company and business strategy and sustainable performance. The Business Roundtable (2007) similarly recommends that companies consider a variety of qualitative and quantitative performance metrics, as does Mercer ("Achieving Executive Compensation Success in 2010"), which serves as Rite Aid's compensation consultant.

        The Committee's rationale for using EBITDA as a metric for senior executive compensation is that it "ultimately drives" and "is closely linked to" shareholder value. However, a company can have high levels of EBITDA while investing in projects whose returns do not cover the cost of capital, which can destroy shareholder value. In his 2000 letter to shareholders, Warren Buffet stated, "References to EBITDA make us shudder—does management think the tooth fairy pays for capital expenditures?" In measuring short-term operational performance, EBITDA may be useful given Rite Aid's high leverage, but it should be counterbalanced by metrics in the long-term plan that reflect longer-term performance, such as return on investment.

        Finally, expenses that Rite Aid excludes from adjusted EBITDA include expenses we believe are recurring and thus should be included. For example, Rite Aid excludes stock-based compensation expense, as well as costs associated with closing stores (such as inventory write-downs, lease termination charges and closed facility expense). Rite Aid has both closed stores and recognized stock compensation expense each year since 1998.

        We urge shareholders to vote for this proposal.

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THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "AGAINST"
THIS PROPOSAL FOR THE FOLLOWING REASONS:

        The Board has given careful consideration to this proposal and has concluded for the reasons described below that the adoption of this resolution is not in the best interests of Rite Aid and its stockholders.

        As detailed in the "Compensation Discussion and Analysis" section of this proxy statement, the Board believes that Adjusted EBITDA is an appropriate metric for our performance awards because it encourages officers to focus on improving operating results which ultimately drives stockholder value. Rite Aid's performance awards are intended to align interests of executives with those of stockholders and our Board believes that Adjusted EBITDA is closely linked to stockholder value. Furthermore, the Board believes that Adjusted EBITDA is an appropriate metric because it is easy to track, is understood by our officers, and Rite Aid's officers can influence Adjusted EBITDA through both growing revenue and managing expenses.

        The Compensation Committee of our Board, comprised entirely of independent directors, established Adjusted EBITDA as the performance target only after careful consideration of a variety of other metrics. As outlined above, our Compensation Committee believes Adjusted EBITDA to be an important performance metric. Furthermore, we believe that there are advantages to an incentive program that focuses the senior management team on one, all-encompassing trigger, which is readily understood by the investment community, while still reflecting a variety of different and interrelated performance measures.

        Additionally, based on the results of the 2011 advisory vote on Rite Aid's executive compensation, in which Rite Aid's stockholders overwhelmingly approved Rite Aid's executive compensation, the Board believes that Rite Aid's stockholders support Rite Aid's current executive compensation practices and do not believe that changes to the performance targets are necessary.

        Our Compensation Committee will continue to review the Corporation's executive compensation programs and will make changes to short or long-term incentive goals when appropriate to advance corporate objectives. Our Compensation Committee has in the past reviewed alternative compensation programs that use multiple performance measures and weights bonuses based on these multiple measures. The Compensation Committee is not convinced that using multiple performance metrics is the best approach at the current time. In fact, in fiscal year 2010 and fiscal year 2011, Rite Aid did not meet its Adjusted EBITDA targets, and, consequently, Rite Aid's executives did not receive any payouts under Rite Aid's performance based awards.

        Finally, the Compensation Committee assesses the continued appropriateness of using Adjusted EBITDA as the metric for Rite Aid's performance awards on an annual basis. Rite Aid believes that this continuous review, coupled with the fact that payments under Rite Aid's performance awards are subject to forfeiture under certain circumstances, provide appropriate counterbalances to discourage executives from taking excessive or unnecessary risks that might threaten the value of the Company.

RECOMMENDATION

FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "AGAINST"
THIS STOCKHOLDER PROPOSAL.

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PROPOSAL NO. 7

STOCKHOLDER PROPOSAL—RELATIONSHIPS OF DIRECTORS

        Steven Krol, who owns 254,625 shares of common stock (based on information provided to us by Mr. Krol) and whose address will be provided by the Company upon request, has notified us that he intends to present the following proposal at the Annual Meeting:

RESOLVED—Effective at the 2013 Annual Meeting, shareholders request and recommend for non-binding vote the following:

        1.     Except for current Rite Aid executives or other companies enjoying contractual agreements which allow Board nominees of their choosing, that all other nominees will have no former or existing business or personal relationships, either directly or indirectly, with the senior management or the Company, and

        2.     All qualifying board members be paid fees and awards for board service only.

Supporting Statement

        The primary responsibility of the board of directors is to protect shareholder assets and ensure they receive a decent return on their investment. The composition and performance of a board of directors says a lot about it's responsibilities to a company's shareholders.

        Having truly independent outside directors has always been considered a "best practice". In theory, the Board is responsible to the shareholders and is supposed to govern a company's management. In the past many year's of governance scandals, the importance of independence has become even more evident, as it allows a director to be objective and evaluate the performance of management and the well-being of the company.

        This includes:

•

Independence from Management—They "keep their ears to the ground" to get outside information and perspective other than from the company President or CEO;



•

Compensation—Board members do not accept compensation for anything other than board service;



•

Conflict of Interest—Board members have never worked for the company or are closely related, professionally or personally, to anyone in senior management;



•

Effectiveness and Time Constraints of a Board Member—According to a 2003 study of the 1,700 largest U.S. public companies, the majority of board members sit on no more than three boards; and



•

Ethics—All board members have an impeccable record and reputation for honest and ethical conduct in his or her professional and personal activities.

        All NYSE listed companies, subjectively interpret the independence rules established by the NYSE. Often times, companies misapply the rules. A Board loses credibility if it's objectivity and independence are compromised by not correctly applying the definition of independence. Too many actual insiders serving as directors will mean that the Board will tend to make decisions more beneficial to management. The "big boys" on Wall Street, who move the stock price with their huge amounts of capital, will never invest and place their monies at risk in any company where they believe the Board lacks real outside independence to protect their investment and to otherwise ignore good corporate governance.

        This Resolution will guide our Board in naming certain Board nominees. There is no more important decision that they make while serving on our Board to increase shareholder value. Shareholders are strongly urged to vote "FOR" this Proposal.

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THE BOARD OF DIRECTORS' STATEMENT IN OPPOSITION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "AGAINST" THIS
PROPOSAL FOR THE FOLLOWING REASONS:

        The Board has given careful consideration to this proposal and has concluded for the reasons described below that the adoption of this resolution is not in the best interests of Rite Aid and its stockholders.

        The Board opposes the proposal because it believes the proposal is unnecessary, is duplicative of NYSE listing standards and would needlessly limit the individuals that can serve on the Board.

        Under NYSE listing standards and Rite Aid's Corporate Governance Guidelines, the Nominating and Governance Committee and the Board already review all of a director's relationships with the Company, both directly and as a partner, shareholder or officer of an organization that has a relationship with the Company, to make an affirmative determination that a director has no material relationship with the Company and is therefore independent. Accordingly, the Board already considers relationships that directors may have with the Company when making determinations with respect to director independence. Applying these standards, the Board has determined that seven of the 10 members of the Board are independent.

        Our independent directors effectively oversee management and the Board utilizes numerous good governance practices, such as the non-management directors regularly meeting in executive session. In addition, the Company has a Lead Independent Director, who is independent of the Company. The Lead Independent Director facilitates communications between the directors and the Chief Executive Officer, assists with the preparation of Board agendas, chairs the annual performance review of the Chief Executive Officer, consults with the Chairman of the Board and the Chief Executive Officer on corporate governance matters and presides at executive sessions of the non-management directors.

        The Company's directors are all accountable to stockholders. Each director serves a one-year term and stands for re-election at each annual meeting. The Company's By-Laws provide that directors must be elected by a majority vote in an uncontested election and the Company's Corporate Governance Guidelines provide that a director who fails to receive the required number of votes for re-election in accordance with the By-Laws must tender his or her written resignation for consideration by the Board. In 2011, all of the nominees for director were elected with greater than 95% stockholder support.

        The Board believes that the proposal's absolute ban on non-executive directors having any relationship with the Company whatsoever exhibits a check-the-box approach to corporate governance that is not in the best interests of stockholders. The Board, based upon the recommendation of its Nominating and Governance Committee, is best positioned to determine the independence of Board candidates and to evaluate Board composition. Even where a past relationship might exist, the Board believes that it is important to have the flexibility to nominate individuals for election as directors if the Board determines doing so is in the best interests of the Company and its stockholders.

        In view of the strong independent oversight of management by the Board and the Company's sound governance practices, the Board believes that the proposal would unduly restrict the Board from selecting the most effective composition of the Board, based upon the Board's evaluation of what it thinks is best for stockholders and the Company at a particular point in time.

RECOMMENDATION

FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "AGAINST"
THIS STOCKHOLDER PROPOSAL
PROPOSAL.

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EXECUTIVE OFFICERS

        Officers are appointed annually by the Board of Directors and serve at the discretion of the Board of Directors. Set forth below is information regarding the current executive officers of Rite Aid.

        Kenneth A. Martindale.    Mr. Martindale was appointed and has served as Rite Aid's Senior Executive Vice President and Chief Operating Officer since June 2010. From December 2008 until June 2010, he served as Rite Aid's Senior Executive Vice President, Merchandising, Marketing and Logistics Officer. He was a self-employed private investor from January 2008 to December 2008. Mr. Martindale served as Co-President, Chief Merchandising and Marketing Officer for Pathmark Stores, Inc. from January 2006 until its acquisition by the Great Atlantic & Pacific Tea Company in December 2007. In January 2000, Mr. Martindale joined the Board of Directors of Intesource, Inc.; became Chairman of the Board in March 2004; and served as President, Chief Executive Officer and Chairman of the Board from November 2004 until January 2006. From September 1999 until November 2004, Mr. Martindale was Principal of Martindale Development Group, L.L.C. In September 1999 until July 2003, Mr. Martindale was Managing Director/CEO of Orchard Street, Inc., a privately held specialty food retailer which he founded and owned. Mr. Martindale was Executive Vice President of Sales and Procurement with Fred Meyer, Inc. from January 1998 until September 1999 and was Senior Vice President of Sales and Procurement with Smith's Food & Drug Centers, Inc. from June 1996 until January 1998.

        Frank G. Vitrano.    Mr. Vitrano has served as our Senior Executive Vice President, Chief Financial Officer and Chief Administrative Officer since September 2008. He was a self-employed private investor from January 2008 to September 2008. Previously, Mr. Vitrano spent 35 years at Pathmark Stores, Inc., where most recently he served as President, Chief Financial Officer and Treasurer from October 2002 until December 2005 and Co-President, Chief Financial Officer and Treasurer from January 2006 until its acquisition by the Great Atlantic & Pacific Tea Company in December 2007. Prior to serving as President, Chief Financial Officer and Treasurer, Mr. Vitrano served in a variety of positions at Pathmark. Mr. Vitrano was a Director of Pathmark Stores, Inc. from 2000 to 2005.

        Brian R. Fiala.    Mr. Fiala has served as our Executive Vice President of Human Resources since July 2011. From June 2007 to July 2011, Mr. Fiala served as our Executive Vice President of Store Operations since June 2007.Operations. He was a self employed private investor from July 2006 to June 2007. Previously, Mr. Fiala spent 24 years with Target Corporation, where most recently he served as Senior Vice President on the East Coast until July 2006. Mr. Fiala joined Target in 1983 as a management trainee, was promoted into various positions including Store Team Leader, Regional Merchandise Manager, District Team Leader, and Regional Director. In 1998, Mr. Fiala was named Regional Vice President for the Northeast and in 2001 was promoted to Senior Vice President of Target.

        Enio Anthony Montini, Jr.    Mr. Montini was promoted tohas served as our Executive Vice President, Merchandising effective as ofsince April 13, 2011. Prior to this promotion, fromFrom February 2010 to April 2011 he served as

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Senior Vice President, Category Management for Rite Aid.Management. Prior to serving in this position, from February 2008 until January 2010 he served as

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Executive Vice President, Chief Operating Officer with MARC USA, a privately held company. From February 2005 until January 2008, Mr. Montini was Senior Vice President of Operations with MARC USA and from September 2004 until January 2005, he served as Senior Vice President, Channel Marketing with MARC USA.

        Marc A. Strassler.    Mr. Strassler has served as our Executive Vice President, General Counsel and Secretary since March 2009. From January 2008 until March 2009, Mr. Strassler was a self-employed private investor. Previously, Mr. Strassler served as Senior Vice President, General Counsel and Corporate Secretary with Pathmark Stores, Inc. from 1997 until its acquisition by the Great Atlantic & Pacific Tea Company in December 2007. From 1987 until 1997, he served as Vice President, General Counsel and Secretary of Pathmark. From 1974 until 1987, Mr. Strassler served in a variety of legal positions at Pathmark.

        Robert I. Thompson.    Mr. Thompson has served as our Executive Vice President, Pharmacy since September 2009. From August 2008 until September 2009, Mr. Thompson served as Senior Vice President, Pharmacy Operations, fromOperations. From February 2008 to August 2008, he served as Senior Vice President, Northeast Division, and from June 2007 to February 2008, Mr. Thompson served as Senior Vice President, Northeast Division. Previously, Mr. Thompson served as Vice President, Integration from June 2007 to February 2008, and fromIntegration. From July 2004 (when he first joined Rite Aid) to June 2007, he served as Vice President, Pharmacy Business Development.

        Robert (Bob) K. Thompson.    Mr. Thompson has served as our Executive Vice President of Store Operations since July 2011. From November 2007 to July 2011, Mr. Thompson served as Senior Vice President of our Western Division. Prior to joining Rite Aid in 2007, he was a Senior Vice President for the West Region of Target Corporation where he served for nearly 20 years in operations positions of increasing responsibility.

        Douglas E. Donley.    Mr. Donley has served as our Senior Vice President, Chief Accounting Officer since October 2005. He had been Group Vice President, Corporate Controller from 1999 to October 2005. Mr. Donley served as the acting principal financial officer of the Company from October 7 to October 8, 2008, and as a financial analyst for the Company from 1996 to 1999. He was an internal auditor for Harsco Corporation from 1994 to 1996. Prior to joining Harsco, he was an auditor for KPMG Peat Marwick. In March 2007, pursuant to a plea agreement, Mr. Donley pled guilty to state misdemeanor offenses related to driving under the influence. Mr. Donley has subsequently satisfied all terms of the plea agreement. The Company believes that this matter does not adversely affect Mr. Donley's fitness to serve as an officer.

Table of Contents

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

        Rite Aid Corporation is the third largest retail drugstore chain in the United States based on revenues and number of stores, operating approximately 4,7004,667 stores as of March 3, 2012 in 31 states and the District of Columbia. A primary component of the Company's human resource strategy is to attract, motivate and retain highly talented individuals at all levels of the organization that are committed to the Company's core values of excellence, integrity and respect for people and have the ability to execute the Company's strategic and operational priorities.

Executive Summary

        Rite Aid believes strongly that pay should align with performance and this focus is reflected in our executive compensation programs. We seek to provide our CEOPresident & Chief Executive Officer (CEO) and the other executive officers named in the Summary Compensation Table (the "Named Executive Officers") with opportunities to earn total direct compensation (base salary, annual incentives, and long-term incentives) that are generally aligned with compensation levels provided to peer company executives and executives within similarly-sizedsimilarly sized retailers more broadly. The majorityBecause of targetits desire to reinforce a performance-based culture, the Company emphasizes a pay mix that is comprised primarily of variable pay. As such, base salary makes up the smallest portion of total direct compensation for ourthe CEO and the other Named Executive Officers, is "at-risk"with variable pay in that it is contingentterms of annual and long-term incentives accounting for the remaining portion. The mix varies by position, taking into account each position's ability to influence results, as well as competitive practice.

        Fiscal 2012 Performance.    In fiscal year 2012, our performance improved significantly despite a challenging economic environment and continued pricing pressure. We saw revenue growth of 3.6% and same store sales growth of 2% (a clear improvement compared to a revenue decline of 1.8% and same store sales decline of 0.7% in fiscal year 2011). Moreover, although we had a net loss, based on Company performance. The levelour stock price as of "at-risk" compensation is greatest forthe end of each relevant fiscal year, our most senior executives.

        As describedtotal stockholder return was approximately 30% (compared to approximately -15% in fiscal year 2011). When compared to our peer group based on the following pages,most recent data available as of our fiscal year end, total stockholder return over the last fiscal year is in the top quartile relative to our peer group, a clear improvement compared to Rite Aid's position in the bottom quartile in fiscal year 2011. Additionally, our performance was in line with the median on gross profit margin, above the median on EBITDA growth, and below the median on return on average invested capital and return on average assets.

        Fiscal 2012 Pay.    For over five years, we require that the Company achieve a threshold level of performance to pay an annual incentive. Performance is based onhave used earnings before interest, taxes, depreciation, and amortization, as adjusted (Adjusted EBITDA), which we believe as our primary financial metric in our annual incentive plan and long-term performance awards. EBITDA growth has historically shown a strong positive correlation with three-year and five-year total stockholder return for Rite Aid and its peer group. Based on Rite Aid's current financial situation and capital structure, the Compensation Committee believes that Adjusted EBITDA is a key driverthe best indicator of Rite Aid's success.

        Our long-term incentive program includes a mixoperating performance. The measure is tracked regularly, clearly understood by the officers, and the officers can impact the measure by taking actions to improve the operating performance of equity vehicles and long-term performance awards paid in cash. Stock options and restricted stock grants are designed to align executive interests with stockholders through linking compensation to Rite Aid stock price performance. Long-term cash is designed to reward consistent profitability over a multi-year period, which we believe is key to our long-term success.

        In fiscal year 2011, we faced a challenging business environment due to economic conditions, increased competition, and pricing pressure.stores. Our Adjusted EBITDA performancefor fiscal year 2012 was below$942.9 million, which exceeded our threshold performance level; consequently,annual operating plan of $855 million by approximately 10%. Consequently, we did not paypaid annual bonusesincentives to our Named Executive Officers. TheOfficers which exceeded target award levels after not paying annual incentives for performance in fiscal year 2011 or fiscal year 2010. We also paid long-term performance awards for the 2009 - 20112010-2012 cycle also didbased on the achievement of the performance goal at slightly above threshold levels after not reach threshold performance andpaying incentives for the Named Executive Officers did not receive any payment from this plan as well. Our overall performance was below the median of our peer group on measures such as EBITDA growth, return on sales, return on average invested capital, and total shareholder return. Actual total direct compensation of our Named Executive Officers was aligned with our performance relative to our peer group.2009-2011 cycle.

        In fiscal year 2011, there were significant changes in our executive leadership team as shown in the table below: