SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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The Bon-Ton Stores, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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[BON-TON LOGO]
THE BON-TON STORES, INC.
2801 EAST MARKET STREET
YORK, PA 17402

May 14, 2002

Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders to
be held at 9:00 a.m. on Tuesday, June 18, 2002, at the Heritage Hills Conference
Center, 2700 Mount Rose Avenue, York, Pennsylvania. Enclosed is the official
notice of meeting, the proxy statement, the proxy card and our 2001 Annual
Report.

You may vote your shares via the Internet by accessing the voting site
shown on your proxy card, by telephone by calling the toll-free number shown on
your proxy card, by mail using the proxy card, or in person by attending and
voting at the meeting.

Your vote is important to us. Even if you plan to attend the meeting,
please sign, date and return your proxy in the enclosed postage-paid envelope or
vote by telephone or over the Internet.

Sincerely,

/s/ Tim Grumbacher

Tim Grumbacher
Chairman of the Board and
Chief Executive Officer

THE BON-TON STORES, INC.
2801 EAST MARKET STREET
YORK, PA 17402

NOTICE OF ANNUAL MEETING

The Annual Meeting of Shareholders of The Bon-Ton Stores, Inc. will be held
on Tuesday, June 18, 2002, at 9:00 a.m., at the Heritage Hills Conference
Center, 2700 Mount Rose Avenue, York, Pennsylvania.

The purposes of this year's meeting are:

1. To elect an eight member Board of Directors for a one-year term;
and

2. To consider any other matters as may properly come before the
meeting.

Shareholders who owned shares of our stock at the close of business on May
3, 2002 may attend and vote at the meeting. If you cannot attend the meeting,
you may vote by telephone or over the Internet as instructed on the enclosed
proxy card or by mailing the proxy card in the enclosed postage-paid envelope.
Any shareholder attending the meeting may vote in person, even though he or she
has already returned a proxy card or voted by telephone or over the Internet.

ROBERT E. STERN
Vice President,
General Counsel and Secretary

York, Pennsylvania
May 14, 2002
- --------------------------------------------------------------------------------

PLEASE VOTE BY TELEPHONE OR OVER THE INTERNET AS INSTRUCTED ON THE ENCLOSED
PROXY CARD OR COMPLETE, SIGN AND DATE THE PROXY CARD AS PROMPTLY AS POSSIBLE AND
RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU VOTE BY TELEPHONE OR OVER THE
INTERNET, DO NOT RETURN YOUR PROXY CARD.
- --------------------------------------------------------------------------------

CONTENTS

<Table>

Proxy Statement............................................. 2
Voting Procedures and Security Ownership.................... 2
Outstanding Shares and Voting Rights...................... 2
Principal Shareholders.................................... 3
Security Ownership of Management.......................... 6
Election of Directors....................................... 7
Meetings and Committees of the Board of Directors......... 7
Compensation of Directors................................. 8
Executive Compensation...................................... 9
Summary Compensation Table................................ 9
Stock Option Grants....................................... 10
Stock Option Exercises and Holdings....................... 10
Employment Agreements..................................... 11
Supplemental Retirement Benefits.......................... 11
Executive Severance....................................... 11
Equity Compensation Plan Information...................... 12
Stock Performance Graph..................................... 12
Report on Executive Compensation............................ 13
Report of the Audit Committee............................... 14
Accountants' Fees........................................... 15
Relationship with Independent Accountants................... 15
Section 16(a) Beneficial Ownership Reporting Compliance..... 16
Certain Transactions........................................ 16
Shareholder Proposals....................................... 16
</Table>

THE BON-TON STORES, INC.
------------------------

PROXY STATEMENT

We are providing this proxy statement to solicit your proxy for use at the
Annual Meeting of Shareholders. The proxy materials, which consist of the Annual
Report, the Notice of Annual Meeting, this proxy statement and the proxy card,
are first being sent to our shareholders on or about May 14, 2002.

We do not anticipate that any matters will be raised at the meeting other
than those described in the notice. If any other matters come before the
meeting, your proxies will be authorized to act in accordance with their
judgment.

When your proxy card is returned properly signed, or you have effectively
voted over the Internet or by telephone, your shares will be voted in accordance
with your instructions. If your proxy card is signed and returned without
specifying choices, your shares will be voted "for" the Board nominees.

You may revoke your proxy before its exercise by notifying the Secretary of
the Company in writing, by delivering a properly executed, later-dated proxy
card, by voting again over the Internet or by telephone, or by voting in person
at the meeting.

Your proxy is being solicited by the Board of Directors. We will bear the
cost of this solicitation, including the charges of brokerage houses, nominees
and fiduciaries in forwarding these materials to beneficial owners. This
solicitation may be made in person, by telephone or by other means of
communication by our directors, officers or employees, or by a professional
proxy solicitation organization engaged by us.

References in this proxy statement to a year refer to our fiscal year,
which is the 52 or 53 week period ending on the Saturday nearer January 31 of
the following calendar year (for example, a reference to 2001 is a reference to
the fiscal year ended February 2, 2002).

VOTING PROCEDURES AND SECURITY OWNERSHIP

OUTSTANDING SHARES AND VOTING RIGHTS

Only shareholders of record at the close of business on May 3, 2002, are
entitled to vote at the meeting. At that time, there were 12,442,156 shares of
common stock and 2,989,853 shares of Class A common stock outstanding. The
common stock and the Class A common stock vote together on all matters. Holders
of common stock are entitled to one vote per share and holders of Class A common
stock are entitled to ten votes per share. There are no other classes of voting
securities outstanding. In the election of directors, shareholders do not have
cumulative voting rights.

The presence at the meeting, in person or by proxy, of persons entitled to
cast a majority of the shareholder votes will constitute a quorum.

In the election of directors, the eight nominees receiving a plurality of
the votes cast (that is, the eight nominees receiving the greatest number of
votes) will be elected. Approval of any other matter submitted to the
shareholders requires the affirmative vote of a majority of the votes cast. For
purposes of determining the number of votes cast on any matter, only those cast
"for" or "against," or, in the election of directors, "withhold," are included.
Abstentions and broker non-votes are counted only to determine whether a quorum
is present at the meeting. A broker "non-vote" occurs when a nominee for a
beneficial owner does not vote on a particular matter because the nominee does
not have discretionary voting power as to that item and has not received voting
instructions from the beneficial owner.

If you own common stock in your own name, you are an "owner of record."
This means you may direct the persons named as proxies how to vote your shares.
If you fail to vote, the proxies cannot vote your shares at the meeting.

You have four voting options:

- INTERNET: You can vote over the Internet at the web address shown on your
proxy card. Internet voting is available 24 hours a day. If you have
access to the Internet, we encourage you to vote this way. IF YOU VOTE
OVER THE INTERNET, DO NOT RETURN YOUR PROXY CARD.

- TELEPHONE: You can vote by telephone by calling the toll-free telephone
number on your proxy card. Telephone voting is available 24 hours a day.
Easy-to-follow voice prompts allow you to vote your shares and confirm
that your instructions have been properly recorded. IF YOU VOTE OVER THE
TELEPHONE, DO NOT RETURN YOUR PROXY CARD.

- PROXY CARD: You can vote by mail by signing, dating and mailing your
proxy card in the postage-paid envelope provided.

- VOTE IN PERSON: You can attend the Annual Meeting and vote at the
meeting.

If a broker, bank or other nominee holds your common stock for your benefit
but not in your name, your shares are in "street name." In that case, your bank,
broker or other nominee will send you a voting instruction form to use in voting
your shares. The availability of Internet and telephone voting depends on their
voting processes. Please follow the instructions on the voting instruction form
they send you.

If you are a participant in The Bon-Ton Stores, Inc. Profit
Sharing/Retirement Plan (the "401(k) Plan"), your proxy will incorporate all
shares you own through the 401(k) Plan, assuming your shares are registered in
the same name. Your proxy will serve as a voting instruction for the trustee of
the 401(k) Plan. If you own shares through the 401(k) Plan and you do not vote,
the plan trustee will vote your shares in the same proportion as shares for
which instructions were received from other shareholders under the 401(k) Plan.

The named proxies will vote all shares that have been properly voted
(whether by Internet, telephone, or mail) and not revoked. If you sign and
return your proxy card but do not mark your proxy card to tell the proxies how
to vote your shares, the proxies will vote "for" the Board nominees. If action
is taken at the meeting on matters that are not described in this proxy
statement, the proxies will use their own judgment to determine how to vote your
shares.

Tim Grumbacher, who is the beneficial owner of shares of common stock and
Class A common stock entitled to vote approximately 62.6% of the votes entitled
to be cast at the meeting, has indicated that he will vote "for" each of the
nominees for director. Consequently, the election of each nominee for director
is assured.

PRINCIPAL SHAREHOLDERS

This table shows owners of 5% or more of the common stock or Class A common
stock as of April 5, 2002, except as to the shareholder discussed in note (7) of
the table below. Each person listed has sole voting power and sole investment
power as to the shares indicated unless otherwise noted.

<Table>
<Caption>
CLASS A COMMON STOCK COMMON STOCK(1)
---------------------- --------------------
NUMBER OF NUMBER OF
NAME AND ADDRESS SHARES PERCENT SHARES PERCENT
- ---------------- --------- ------- --------- -------

Tim Grumbacher................................... 2,951,490(2) 98.7% 5,987,971(3) 38.7%
2801 East Market Street
York, PA 17402
Nancy T. Grumbacher.............................. 545,237(4) 18.2% 1,082,464(5) 8.3%
2801 E. Market Street
York, PA 17402
Henry F. Miller.................................. 545,237(4) 18.2% 1,077,464(6) 8.3%
1650 Arch Street -- 22nd Floor
Philadelphia, PA 19103
</Table>

Dimensional Fund Advisors, Inc................... -- -- 944,100(7) 7.6%
1299 Ocean Avenue
Santa Monica, CA 90401
Thomas W. Wolf................................... 545,237(4) 18.2% 906,691(8) 7.0%
2801 E. Market Street
York, PA 17402
David R. Glyn.................................... 545,237(4) 18.2% 896,691(9) 6.9%
1650 Arch Street -- 22nd Floor
Philadelphia, PA 19103
M. Thomas Grumbacher Trust....................... 181,746(10) 6.1% 288,914(10) 2.3%
dated March 9, 1989 for benefit of
Matthew Reed Grumbacher
1650 Arch Street -- 22nd Floor
Philadelphia, PA 19103
M. Thomas Grumbacher Trust....................... 181,746(10) 6.1% 288,914(10) 2.3%
dated March 9, 1989 for benefit of
Beth Anne Grumbacher Elser
1650 Arch Street -- 22nd Floor
Philadelphia, PA 19103
M. Thomas Grumbacher Trust....................... 181,745(10) 6.1% 288,913(10) 2.3%
dated March 9, 1989 for benefit of
Max Aaron Grumbacher
1650 Arch Street -- 22nd Floor
Philadelphia, PA 19103
</Table>

- ---------------
(1) Each share of Class A common stock is convertible into one share of common
stock. Accordingly, the number of shares of common stock for each person
includes the number of shares of common stock issuable upon conversion of
all shares of Class A common stock beneficially owned by such person. Also,
the total number of shares of common stock outstanding for purposes of
calculating percentage ownership of a person includes the number of shares
of Class A common stock beneficially owned by such person.

(2) Includes 545,237 shares of Class A common stock held by trusts for the
benefit of Mr. Grumbacher's children of which Nancy T. Grumbacher (Mr.
Grumbacher's wife), Thomas W. Wolf, Henry F. Miller and David R. Glyn are
the trustees. Mr. Grumbacher disclaims beneficial ownership of all shares
referred to in this note.

(3) Includes (a) 185,773 shares of common stock held by The Grumbacher Family
Foundation, a charitable foundation of which Mr. Grumbacher, Nancy T.
Grumbacher and Henry F. Miller are the directors, (b) 545,237 shares of
Class A common stock and 321,504 shares of common stock held by trusts for
the benefit of Mr. Grumbacher's children of which Ms. Grumbacher, Thomas W.
Wolf, Mr. Miller and David R. Glyn are the trustees, (c) 24,950 shares of
common stock held by other trusts for the benefit of Mr. Grumbacher's
children of which Ms. Grumbacher and Messrs. Wolf, Miller and Glyn are the
trustees, and (d) 5,000 shares of common stock held by a trust for the
benefit of Mr. Grumbacher's grandchild of which Ms. Grumbacher, Beth Elser,
and Messrs. Wolf and Glyn are the trustees. Mr. Grumbacher disclaims
beneficial ownership of all shares referred to above. Also includes options
to purchase 44,550 shares of common stock.

(4) Consists of Class A common stock held by trusts for the benefit of Tim
Grumbacher's children of which Nancy T. Grumbacher, Thomas W. Wolf, Henry
F. Miller and David R. Glyn are the trustees. Ms. Grumbacher and Messrs.
Wolf, Miller and Glyn each disclaim beneficial ownership of all shares
referred to in this note.

(5) Consists of (a) 185,773 shares of common stock held by The Grumbacher
Family Foundation, a charitable foundation of which Ms. Grumbacher, Tim
Grumbacher and Henry F. Miller are the directors, (b) 545,237 shares of
Class A common stock and 321,504 shares of common stock held by
4

trusts for the benefit of Mr. Grumbacher's children of which Ms.
Grumbacher, Thomas W. Wolf, Mr. Miller and David R. Glyn are the trustees,
(c) 24,950 shares of common stock held by other trusts for the benefit of
Mr. Grumbacher's children of which Ms. Grumbacher and Messrs. Wolf, Miller
and Glyn are the trustees, and (d) 5,000 shares of common stock held by a
trust for the benefit of Mr. Grumbacher's grandchild of which Ms.
Grumbacher, Beth Elser and Messrs. Wolf and Glyn are the trustees. Ms.
Grumbacher disclaims beneficial ownership of all shares referred to in this
note.

(6) Consists of (a) 185,773 shares of common stock held by the Grumbacher
Family Foundation, a charitable foundation of which Tim Grumbacher, Nancy
T. Grumbacher and Mr. Miller are the directors, (b) 545,237 shares of Class
A common stock and 321,504 shares of common stock held by trusts for the
benefit of Mr. Grumbacher's children of which Ms. Grumbacher and Thomas W.
Wolf, Mr. Miller and David R. Glyn are the trustees, and (c) 24,950 shares
of common stock held by other trusts for the benefit of Mr. Grumbacher's
children of which Ms. Grumbacher and Messrs. Wolf, Miller and Glyn are the
trustees. Mr. Miller disclaims beneficial ownership of all shares referred
to in this note.

(7) Based solely on a Schedule 13G dated January 30, 2002 filed with the SEC by
Dimensional Fund Advisors, Inc. These shares are owned by investment
companies, trusts and accounts as to which Dimensional is investment
advisor or manager, and Dimensional disclaims beneficial ownership of all
such shares.

(8) Includes (a) 545,237 shares of Class A common stock and 321,504 shares of
common stock held by trusts for the benefit of Tim Grumbacher's children of
which Nancy T. Grumbacher, Mr. Wolf, Henry F. Miller and Mr. Glyn are the
trustees, (b) 24,950 shares of common stock held by other trusts for the
benefit of Mr. Grumbacher's children of which Ms. Grumbacher and Messrs.
Wolf, Miller and Glyn are the trustees, and (c) 5,000 shares of common
stock held by a trust for the benefit of Mr. Grumbacher's grandchild of
which Ms. Grumbacher, Beth Elser and Messrs. Wolf and Glyn are the
trustees. Mr. Wolf disclaims beneficial ownership of all shares referred to
above. Also includes options to purchase 5,000 shares of common stock.

(9) Consists of (a) 545,237 shares of Class A common stock and 321,504 shares
of common stock held by trusts for the benefit of Tim Grumbacher's children
of which Nancy T. Grumbacher, Thomas W. Wolf, Henry F. Miller and Mr. Glyn
are the trustees, (b) 24,950 shares of common stock held by other trusts
for the benefit of Mr. Grumbacher's children, of which Ms. Grumbacher and
Messrs. Wolf, Miller and Glyn are the trustees, and (c) 5,000 shares of
common stock held by a trust for the benefit of Mr. Grumbacher's grandchild
of which Ms. Grumbacher, Beth Elser and Messrs. Wolf and Glyn are the
trustees. Mr. Glyn disclaims beneficial ownership of all shares referred to
in this note.

(10) In notes (2), (3), (4), (5), (6), (8) and (9) above, we discussed trusts
for the benefit of Tim Grumbacher's children, of which Nancy T. Grumbacher,
Thomas W. Wolf, Henry F. Miller and David R. Glyn serve as trustees. This
is one of such trusts.

The holders of the Class A common stock have entered into an agreement
granting Tim Grumbacher (or his personal representative) the right of first
refusal to acquire any shares of Class A common stock proposed to be
transferred.

SECURITY OWNERSHIP OF MANAGEMENT

This table shows as of April 5, 2002, the holdings of our Chief Executive
Officer, the four other most highly compensated executive officers during 2001
(the "named executives"), each director, and all directors and executive
officers as a group. Each person listed has sole voting power and sole
investment power with respect to the shares indicated unless otherwise noted.

<Table>
<Caption>
CLASS A COMMON STOCK COMMON STOCK(1)
----------------------- -----------------------
SHARES SHARES
BENEFICIALLY BENEFICIALLY
NAME OWNED PERCENT OWNED PERCENT
- ---- ------------ ------- ------------ -------

Tim Grumbacher..................................... 2,951,490(2) 98.7% 5,987,971(3) 38.7%
James H. Baireuther................................ -- -- 122,700(4) 1.0%
Samuel J. Gerson................................... -- -- 8,000(4) *
Michael L. Gleim................................... -- -- 463,680(5) 3.7%
William T. Harmon.................................. -- -- 75,000(4) *
Lawrence J. Ring................................... -- -- 10,000(4) *
Robert C. Siegel................................... -- -- 7,000(4) *
Leon D. Starr...................................... -- -- 27,080(6) *
Frank Tworecke..................................... -- -- 176,333(4) 1.4%
Leon F. Winbigler.................................. -- -- 53,000(4) *
Thomas W. Wolf..................................... 545,237(7) 18.2% 906,691(8) 7.0%
All directors and executive officers as a group (18
persons)......................................... 2,951,490(9) 98.7% 7,141,640(10) 44.9%
</Table>

- ---------------
* less than 1%

(1) See note (1) to Principal Shareholders table.

(2) See note (2) to Principal Shareholders table.

(3) See note (3) to Principal Shareholders table.

(4) Includes options exercisable before June 5, 2002 to purchase the number of
shares indicated: Mr. Baireuther -- 30,000 shares; Mr. Gerson -- 7,000
shares; Mr. Harmon -- 25,000 shares; Mr. Ring -- 7,000 shares; Mr.
Siegel -- 5,000 shares; Mr. Tworecke -- 133,333 shares; and Mr.
Winbigler -- 6,000 shares.

(5) Includes 60,000 shares owned by Mr. Gleim's spouse, as to which Mr. Gleim
disclaims beneficial ownership, and options exercisable before June 5, 2002
to purchase 156,711 shares.

(6) Includes 21,500 shares owned by Mr. Starr's spouse, as to which Mr. Starr
disclaims beneficial ownership, and options exercisable before June 5, 2002
to purchase 3,000 shares.

(7) See note (4) to Principal Shareholders table.

(8) See note (8) to Principal Shareholders table.

(9) See notes (2) and (4) to Principal Shareholders table.

(10) See notes (3), (4), (5), (6) and (8) to Security Ownership of Management
table. Includes 675 shares held in an IRA plan by the spouse of an
executive officer as to which the executive officer disclaims beneficial
ownership. Also includes options exercisable before June 5, 2002 to
purchase 468,326 shares.

PROPOSAL

ELECTION OF DIRECTORS

The Board proposes the following nominees for election as directors to hold
office until the 2003 Annual Meeting of Shareholders and until their respective
successors have been elected. Each is currently a director and has agreed to
serve if elected. Should a nominee become unable or decline to serve before the
Annual Meeting, the proxies may vote for a substitute the Board recommends
unless the Board reduces the number of directors.

TIM GRUMBACHER -- Director since 1967. Age 62. Chairman of the Board of The
Bon-Ton since August 1991, and Chief Executive Officer since June 2000. From
1977 to 1989 he was President and from 1985 to 1995 he was Chief Executive
Officer of The Bon-Ton.

JAMES H. BAIREUTHER -- Director since 2001. Age 55. Vice Chairman, Chief
Administrative Officer and Chief Financial Officer of The Bon-Ton since
September 2001. From June 1996 to February 2000, he was Senior Vice President
and Chief Financial Officer, and from February 2000 to September 2001, he was
Executive Vice President and Chief Financial Officer of The Bon-Ton.

SAMUEL J. GERSON -- Director since 1996. Age 60. Chairman of the Board of
Genuone, Inc., which provides supply chain security services, since January
2001. Mr. Gerson is a director of Allmerica Financial Corp., trustee emeritus of
the Kennedy Library Foundation, trustee associate of Boston College, and a board
member of Herald Media Group, Inc. and of College Coach, Inc. Mr. Gerson was
Chairman and Chief Executive Officer of Filene's Basement Corp. from 1984 to
June 2000. Filene's Basement Corp. filed for relief under Chapter 11 of the
Bankruptcy Code in August 1999, and sold substantially all its assets in March
2000.

MICHAEL L. GLEIM -- Director since 1991. Age 59. Vice Chairman and Chief
Operating Officer of The Bon-Ton from December 1995 to February 2002. From 1991
to December 1995 he was Senior Executive Vice President and from 1989 to 1991 he
was Executive Vice President of The Bon-Ton.

ROBERT C. SIEGEL -- Director since 1998. Age 65. Chairman of Lacoste
U.S.A., an apparel company, since January 1, 2002. From December 1998 to
December 2001, he was a consultant to the apparel and footwear industry. From
December 1993 to December 1998, he was Chairman and Chief Executive Officer of
The Stride Rite Corporation, a shoe manufacturer and retailer. Mr. Siegel is a
director of OshKosh B'Gosh, Inc., a children's apparel manufacturer.

LEON D. STARR -- Director since 1991. Age 83. Management consultant to
department and specialty stores since 1984. Prior to such time, he held various
positions with Allied Stores Corporation, a national operator of department
stores, for over 35 years.

FRANK TWORECKE -- Director since 1999. Age 55. Vice Chairman -- Chief
Merchandising Officer at The Bon-Ton since November 1999. From January 1996
until November 1999, he was President and Chief Operating Officer of Jos. A.
Bank Clothiers.

THOMAS W. WOLF -- Director since 1998. Age 53. President of the Wolf
Organization, Inc., a building materials manufacturer and distributor, since
1985. He is also a director of Irex Corporation, a national building contractor.

Leon F. Winbigler, who has served as a director since 1991, and Lawrence J.
Ring, who has served as a director since 1997, have each determined to retire
from the Board of Directors, effective as of the Annual Meeting. We would like
to thank them for their valuable contributions to the Company.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During 2001, the Board held six meetings and took action by unanimous
consent without a meeting three times. The Board has an Executive Committee, an
Audit Committee, a Compensation and Stock Option

Committee (hereinafter referred to as the "Compensation Committee"), and a
Nominating Committee. The primary functions of the committees are as follows:

Executive Committee - has the authority to act in place of the Board on
certain specified matters.

- members are Tim Grumbacher, Michael L. Gleim,
Leon D. Starr and Thomas W. Wolf.

- held twelve meetings during 2001.

Audit Committee - reviews our internal controls, our auditing,
accounting and financial reporting processes, and
handles matters relating to our independent
accountants.

- oversees our regulatory and ethical compliance.

- members are Samuel J. Gerson, Lawrence J. Ring,
Robert C. Siegel, Leon F. Winbigler and Thomas W.
Wolf.

- held three meetings during 2001.

Compensation Committee - determines the compensation of the Chairman of
the Board and Chief Executive Officer, the Vice
Chairman and Chief Administrative Officer, and
the Vice Chairman and Chief Merchandising
Officer, and oversees the compensation of all
other employees.

- administers our stock option and compensation
plans.

- members are Samuel J. Gerson, Lawrence J. Ring,
Robert C. Siegel, Leon F. Winbigler and Thomas W.
Wolf.

- held five meetings during 2001.

Nominating Committee - evaluates and recommends candidates for election
to the Board.

- seeks Board candidates for their ability to bring
various skills, experience and perspectives to
the deliberations of the Board.

- members are Robert C. Siegel and Samuel J.
Gerson.

- the Nominating Committee was formed in 2002 and,
accordingly, did not meet in 2001.

No incumbent director attended fewer than 75% of the total number of
meetings of the Board and committees on which he served.

COMPENSATION OF DIRECTORS

We do not pay employee directors any separate compensation for serving as
directors. We pay each non-employee director an annual fee of $20,000, $2,000
for attendance at each Board meeting and $500 for attendance at each meeting of
the Audit Committee and of the Compensation Committee. We also pay each
non-employee director who is a member of the Executive Committee an annual fee
of $22,000. Each non-employee director is eligible for an annual grant of
options to purchase shares of common stock, the amount of shares to be
determined each year by the Compensation Committee. We reimburse all directors
for any expenses related to their Board service.

Mr. Starr, a non-employee director, has rendered consulting services to The
Bon-Ton from 1984 to March 2002. He received approximately $65,000 in consulting
fees in 2001. Upon the conclusion of Mr. Starr's consulting agreement, the
Company commenced payments to Mr. Starr in the amount of $65,000 per year in
consideration of his agreement not to provide consulting services to any of the
Company's competitors.
8

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

This table sets forth, for the last three years, the compensation paid or
accrued to each of the named executives:

<Table>
<Caption>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------- ---------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND POSITION YEAR SALARY ($) BONUS ($) COMPENSATION AWARDS ($)(1) OPTIONS (#) COMPENSATION ($)(2)
- ----------------- ---- ---------- --------- ------------ ------------- ----------- -------------------

Tim Grumbacher............. 2001 241,346 75,000 -- -- -- 8,258
Chairman of the 2000 278,846 -- -- -- -- 9,302
Board of Directors and 1999 350,000 -- -- -- -- 8,445
Chief Executive Officer
James H. Baireuther........ 2001 315,113 50,000 6,200 127,500 100,000 9,922
Vice Chairman and 2000 319,115 30,000 -- -- -- 9,724
Chief Administrative 1999 258,115 35,000 -- -- -- 37,449
Officer
Michael L. Gleim........... 2001 474,540 30,000 9,500 188,095 -- 10,515
Vice Chairman and 2000 483,536 75,000 -- -- -- 11,030
Chief Operating Officer 1999 441,090 93,968 -- -- -- 11,100
Frank Tworecke............. 2001 461,095 60,000 19,046 75,000 -- 133,209(3)
Vice Chairman and 2000 484,754 75,000 10,000 -- -- 134,595
Chief Merchandising 1999(4) 90,000 -- -- -- -- 31,471
Officer
William T. Harmon.......... 2001 241,185 10,000 6,200 -- -- 8,469
Senior Vice President 2000 244,069 10,000 6,200 -- -- 9,245
Sales Promotion and 1999 227,781 10,000 6,200 -- 5,000 8,667
Marketing
</Table>

- ---------------
(1) Mr. Baireuther received an award of 51,000 shares as to which the
restrictions on 17,000 shares lapse on January 31, 2004, the restrictions on
an additional 17,000 shares lapse on January 29, 2005, and the restrictions
on the remaining 17,000 shares lapse on January 28, 2006; Mr. Gleim received
awards of 75,238 shares as to which the restrictions lapsed on September 26,
2001; Mr. Tworecke received an award of 30,000 shares as to which the
restrictions on 10,000 shares lapse on April 16, 2004, the restrictions on
an additional 10,000 shares lapse on April 15, 2005, and the restrictions on
the remaining 10,000 shares lapse on April 14, 2006. At the end of 2001, Mr.
Baireuther held 51,000 restricted shares having a value of $127,500, and Mr.
Tworecke held 30,000 restricted shares having a value of $75,000.

(2) The amounts disclosed in this column for 2001 include Company contributions
under the Company's Profit Sharing/Retirement Savings Plan in the amount of
$7,911 for each of the named executives and life insurance premiums in the
amounts of $347 for Mr. Grumbacher, $2,011 for Mr. Baireuther, $2,604 for
Mr. Gleim, $12,232 for Mr. Tworecke and $558 for Mr. Harmon.

(3) Includes $113,066 of payments made by the Company to Mr. Tworecke pursuant
to the loan repayment provisions of his employment contract.

(4) Mr. Tworecke joined the Company in 1999.

STOCK OPTION GRANTS

The following table contains information concerning the grant of stock
options to each of the named executives during 2001. We do not have any plan
pursuant to which stock appreciation rights may be granted.

OPTION GRANTS IN 2001

<Table>
<Caption>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
------------------------------------------------------------------- ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL MARKET PRICE PRICE APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE ON DATE OF OPTION TERM(1)
OPTIONS TO EMPLOYEES PRICE GRANT EXPIRATION -----------------------
GRANTED IN 2001 ($/SH) ($/SH) DATE 5% 10%
---------- --------------- -------- ------------ ---------- ---------- ----------

Tim Grumbacher........ -- -- -- -- -- -- --
James H. Baireuther... 100,000(2) 32.0% $2.39 $2.39 1/24/12 $150,306 $380,904
Michael L. Gleim...... -- -- -- -- -- -- --
Frank Tworecke........ -- -- -- -- -- -- --
William T. Harmon..... -- -- -- -- -- -- --
</Table>

- ---------------
(1) Illustrates value that might be realized upon exercise of options
immediately prior to the expiration of their term, assuming specified
compounded rates of appreciation on the Common Stock over the term of the
options. Assumed rates of appreciation are not necessarily indicative of
future stock performance.

(2) These options have a ten year term and vest in three equal annual
installments beginning one year after the grant date.

STOCK OPTION EXERCISES AND HOLDINGS

There were no options exercised by any of the named executives during 2001.

The following table shows the number and value of unexercised stock options
for the named executives at the end of 2001.

OPTION VALUES AT FEBRUARY 2, 2002

<Table>
<Caption>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FEBRUARY 2, 2002 FEBRUARY 2, 2002(1)
---------------------------- ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------

Tim Grumbacher............................. 44,550 -- -- --
James H. Baireuther........................ 30,000 100,000 -- $11,000
Michael L. Gleim........................... 156,711 -- -- --
Frank Tworecke............................. 133,333 66,667 -- --
William T. Harmon.......................... 25,000 -- -- --
</Table>

- ---------------
(1) In-the-money options are options having an exercise price below $2.50, the
year-end share price. Value is calculated by multiplying the difference
between the option exercise price and $2.50 by the number of shares
underlying the option.

EMPLOYMENT AGREEMENTS

Tim Grumbacher

The Compensation Committee and Tim Grumbacher reached an understanding
pursuant to which Mr. Grumbacher's base salary for 2002 was fixed at $550,000.
In addition, he is eligible for an annual bonus of up to 100% of his base
salary.

Michael L. Gleim

Mr. Gleim's employment agreement expired January 31, 2002 and provided for
a minimum annual base salary of $450,000. He was also eligible for an annual
bonus to be determined by the Compensation Committee.

Frank Tworecke

Mr. Tworecke's employment agreement commenced November 11, 1999 and
continues to February 1, 2005. It provides for a minimum annual base salary of
$475,000 and a bonus in accordance with criteria established by the Compensation
Committee up to a maximum bonus of 75% of his base salary. If Mr. Tworecke is
discharged without cause or resigns for good reason (each as defined in the
employment agreement), he will continue to receive his base salary and other
benefits for one year.

Pursuant to the terms of his employment agreement, the Company made a
$160,000 loan to Mr. Tworecke in 1999. This loan bears interest at 5.57% per
annum and is repayable in 36 equal installments. Mr. Tworecke receives a monthly
payment during the term of the loan that, in net amount after tax, is equivalent
to the monthly loan balance due. If Mr. Tworecke is discharged without cause,
resigns for good reason, or if his employment ceases for any reason at least
three months after a change-of-control of the Company (as defined in the
employment agreement), the remaining loan balance will be forgiven. As of
February 2, 2002, the principal amount outstanding on this loan was $42,534.

James H. Baireuther

Mr. Baireuther's employment agreement commenced February 3, 2002 and
continues to January 31, 2004. It provides for a minimum base salary of $400,000
and a bonus in accordance with criteria established by the Compensation
Committee up to a maximum bonus of 75% of his base salary. If Mr. Baireuther is
discharged without cause or resigns for good reason (each as defined in the
employment agreement), he will continue to receive his base salary and other
benefits for the greater of one year or the remaining term of the employment
agreement.

SUPPLEMENTAL RETIREMENT BENEFITS

The Company has established a nonqualified, unfunded retirement plan for
certain key executives. Under the terms of this plan, each participant is
entitled to an annual retirement benefit if he remains employed by the Company
for a stated period, and, in certain instances, with an increase in this annual
benefit for each full year thereafter that the participant remains so employed,
subject to a maximum annual benefit.

The table below reflects the benefits available under this plan for the
named executives who are participants in this plan:

<Table>
<Caption>
ANNUAL IF EMPLOYED ANNUAL INCREASE MAXIMUM ANNUAL
PARTICIPANT BENEFIT THROUGH THEREAFTER BENEFIT
- ----------- ------- ----------------- --------------- --------------

James H. Baireuther............ $50,000 February 1, 2005 -- --
Michael L. Gleim............... 50,000 January 31, 2002 -- --
Frank Tworecke................. 50,000 November 10, 2004 $15,000 $125,000
</Table>

EXECUTIVE SEVERANCE

We have entered into severance agreements with Mr. Harmon and certain of
our other executive officers other than Messrs. Grumbacher, Baireuther and
Tworecke, which generally provide for payment of one year's base salary if the
executive officer is terminated without cause (as defined in such agreement).

EQUITY COMPENSATION PLAN INFORMATION

At February 2, 2002, the Amended and Restated 1991 Stock Option and
Restricted Stock Plan, The Bon-Ton Stores, Inc. 2000 Stock Incentive Plan and
the Company's Phantom Equity Replacement Plan were in effect. Each of these
plans has been approved by the shareholders. There were no other equity
compensation plans in effect. The following information concerning these plans
is as of February 2, 2002.

<Table>
<Caption>
NUMBER OF SECURITIES REMAINING
NUMBER OF SECURITIES TO WEIGHTED-AVERAGE AVAILABLE FOR FUTURE ISSUANCE
BE ISSUED UPON EXERCISE EXERCISE PRICE OF (EXCLUDING SECURITIES
PLAN CATEGORY OF OUTSTANDING OPTIONS OUTSTANDING OPTIONS REFLECTED IN THE FIRST COLUMN)
- ------------- ----------------------- ------------------- ------------------------------

Equity compensation plans
approved by security
holders..................... 980,196 $5.74 300,000
Equity compensation plans not
approved by security
holders..................... Not applicable Not applicable Not applicable
</Table>

STOCK PERFORMANCE GRAPH

The following graph compares the yearly percentage change in the cumulative
total shareholder return on common stock from February 1, 1997 through February
2, 2002, the cumulative total return on the CRSP Total Return Index for The
Nasdaq Stock Market (US Companies) and the Nasdaq Retail Trade Stocks Index
during such period. The comparison assumes $100 was invested on February 1, 1997
in the Company's common stock and in each of the foregoing indices and assumes
the reinvestment of any dividends.

[PROXY DATA GRAPH]

<Table>
<Caption>
- --------------------------------------------------------------------------------
NASDAQ
Date NASDAQ RETAIL BON-TON
- --------------------------------------------------------------------------------

2/1/97 100.00 100.00 100.00
1/31/98 118.34 117.02 200.00
1/30/99 184.42 142.51 112.50
1/29/00 278.42 116.87 51.79
2/3/01 193.93 87.64 44.64
2/2/02 140.27 105.21 35.71
- --------------------------------------------------------------------------------
</Table>

REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee, which consists of only non-employee directors,
approves all general policies affecting the compensation of The Bon-Ton's
executive officers. The Compensation Committee determines the compensation of
Tim Grumbacher, Chairman of the Board and Chief Executive Officer, Frank
Tworecke, Vice Chairman and Chief Merchandising Officer, and James H.
Baireuther, Vice Chairman and Chief Administrative Officer, and utilizes
recommendations from the Executive Committee with respect to the compensation of
all other executive officers, but retains the authority to determine the
compensation of such other executive officers and may accept, reject or modify,
in its discretion, the Executive Committee's recommendations.

The basic forms of executive compensation are annual compensation, in the
form of salary and bonus, and long-term incentives, currently consisting
primarily of stock options and restricted stock. The Compensation Committee
seeks to achieve a mix of these to properly compensate and motivate the
Company's executives. In doing so, the Compensation Committee considers various
aspects of the Company's operating results as well as its financial condition,
and considers each executive's role in such achievement.

Annual Compensation -- Salary and Bonus

Annual compensation is comprised of a base salary and a possible bonus. The
Compensation Committee set the base salary of James H. Baireuther for 2001. The
base salaries of Michael L. Gleim and Frank Tworecke for 2001 were established
pursuant to employment agreements executed in prior years which had been
approved by the Compensation Committee. The base salaries for these executives
were based on a variety of factors, including the general level of executive
compensation in the industry, the general level of executive compensation at The
Bon-Ton and an evaluation of the importance of the executive to The Bon-Ton. The
base salaries of the remainder of the Company's senior executives are approved
annually by the Compensation Committee upon recommendations from the Executive
Committee based on such subjective factors as individual and Company
performance. The Compensation Committee commissions an independent contractor to
conduct periodic surveys of executive compensation in the department store
industry and utilizes such survey information in making its decisions on
executive compensation.

The Compensation Committee believes it appropriate that a portion of the
potential annual compensation for these senior executives be in the form of an
annual bonus which is dependent upon The Bon-Ton's performance.

A cash bonus award or option grant may, in addition, be made at the
discretion of the Compensation Committee without regard to whether any specified
criteria are met. The bonus for 2001 for each of the named executives in the
amounts indicated in the Summary Compensation Table were discretionary bonus
awards determined by the Compensation Committee.

Long-Term Incentives -- Stock Options and Restricted Share Awards

The Compensation Committee administers The Bon-Ton Stores, Inc. 1991 Stock
Option Plan and The Bon-Ton Stores, Inc. 2000 Stock Incentive Plan, both of
which provide for the grant of stock options and restricted share awards. These
options and awards are intended to help align the executive officers' interests
with those of shareholders by increasing such officers' stake in The Bon-Ton.

Stock options and restricted share awards generally vest over a number of
years. Any vested options are usually forfeited 90 days after termination of the
recipient's employment, and any unvested restricted share awards lapse upon
termination of employment. Such options and awards, therefore, are also intended
to encourage recipients to remain in the employ of The Bon-Ton over a
substantial period of time.

Of the 312,084 total stock options granted in 2001, 100,000 were granted to
the named executives, and of the 275,652 total restricted share awards granted
in 2001, 156,238 were granted to the named executives.

Compensation of the Chief Executive Officer

The Compensation Committee set the base salary for Tim Grumbacher in 2000,
prior to the assumption by Mr. Grumbacher of the position of Chief Executive
Officer in 2000. Mr. Grumbacher's base salary remained unchanged after Mr.
Grumbacher assumed the position of Chief Executive Officer. As with the
Company's other senior executive officers, Mr. Grumbacher's salary was based on
a variety of factors, including the general level of executive compensation in
the industry, the general level of executive compensation of The Bon-Ton and the
evaluation of the importance of Mr. Grumbacher's services to The Bon-Ton. Mr.
Grumbacher also received a bonus of $75,000 in 2001. The Compensation Committee
did not consider any specific factors or any specific measurements of the
performance of The Bon-Ton in 2001 in determining Mr. Grumbacher's annual salary
or bonus for 2001. Mr. Grumbacher did not receive any stock options or
restricted share awards in 2001.

Qualifying Executive Compensation for Deductibility Under Provisions of the
Internal Revenue Code

The Internal Revenue Code provides that a publicly-held corporation may not
generally deduct compensation for its chief executive officer and certain other
executive officers to the extent that compensation for the executive exceeds
$1,000,000 unless such compensation is "performance based" as defined in the
Code. If any executive's compensation may exceed that threshold, the
Compensation Committee will take such actions as are appropriate to qualify, to
the extent it determines such actions are in the best interests of the Company,
compensation paid to executives for deductibility under the Code. Nevertheless,
the Compensation Committee has in the past, and may in the future, recommend or
approve payment of compensation that may not be deductible under these
provisions if the Compensation Committee has determined that such payments are
in the best interests of the Company.

Members of the Compensation Committee:

Leon F. Winbigler, Chairman
Samuel J. Gerson
Lawrence J. Ring
Robert C. Siegel
Thomas W. Wolf

REPORT OF THE AUDIT COMMITTEE

The functions of the Audit Committee are focused on three areas:

- the adequacy of the Company's internal controls and financial reporting
process and the reliability of the Company's financial statements.

- the independence and performance of the Company's independent
accountants.

- the Company's compliance with legal and regulatory requirements.

The Audit Committee meets with management periodically to consider the
adequacy of the Company's internal controls and the objectivity of its financial
reporting. These matters are discussed with the Company's independent
accountants and with appropriate Company financial personnel.

The Audit Committee meets privately with the independent accountants, who
have unrestricted access to the members of the Audit Committee.

The Audit Committee also recommends to the Board the appointment of the
independent accountants and reviews periodically their performance and
independence from management.

The members of the Audit Committee are all "independent" directors as
defined in the listing standards of the National Association of Securities
Dealers.

The Board has adopted a written charter setting out the audit related
functions the Audit Committee is to perform, a copy of which was attached to
last year's proxy statement. The Audit Committee reviewed the charter this year
and determined it adequately defines the responsibilities of the Audit
Committee.

Management has primary responsibility for the Company's financial
statements and the overall reporting process, including the Company's system of
internal controls.

The independent accountants audit the annual financial statements prepared
by management, express an opinion as to whether those financial statements
fairly present the financial position, results of operations and cash flows of
the Company in conformity with generally accepted accounting principles and
discuss with the Audit Committee any issues they believe should be raised.

This year, the Audit Committee held three meetings. The Audit Committee
reviewed the Company's audited financial statements and met with both management
and Arthur Andersen LLP, the Company's independent accountants, to discuss those
financial statements. Management has represented to the Audit Committee that the
financial statements were prepared in accordance with generally accepted
accounting principles.

The Audit Committee has received from and discussed with Arthur Andersen
LLP the written disclosure and the letter required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees). These
items relate to that firm's independence from the Company. The Audit Committee
also discussed with Arthur Andersen LLP any matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees).

Based on these reviews and discussions, the Audit Committee recommended to
the Board that the Company's audited financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2002.

Members of the Audit Committee:

Lawrence J. Ring, Chairman
Samuel J. Gerson
Robert C. Siegel
Leon F. Winbigler
Thomas W. Wolf

ACCOUNTANTS' FEES

During 2001, we retained Arthur Andersen LLP, our independent accountants,
to provide services in the following categories and amounts:

<Table>

Audit fees................................................ $233,000
Financial information systems design and implementation
fees.................................................... --
All other fees............................................ $308,000
</Table>

The Audit Committee also considered whether the provision of non-audit
services by our independent accountants is compatible with maintaining auditor
independence.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

Arthur Andersen LLP audited our 2001 financial statements and has been our
independent accountants since before our initial public offering. We are closely
monitoring recent developments affecting this firm and are considering their
implications for us. We will make a decision as to what action, if any, to take
in this regard when appropriate.

We expect that a representative of Arthur Andersen LLP will be at the
meeting to respond to appropriate questions and will have an opportunity to make
a statement if he desires to do so.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Executive officers, directors and persons who own more than 10% of the
Company's common stock are required to file reports of their holdings and
transactions in Company stock with the SEC. Based on our records and on written
representations from those who are subject to these requirements, we believe
that all 2001 filing requirements were timely made except that Frank Tworecke
filed a Form 4 with respect to the sale of 4,250 shares of common stock six days
late.

CERTAIN TRANSACTIONS

The Company leases its Oil City, Pennsylvania store from Tim Grumbacher
pursuant to a lease entered into on January 1, 1981. The rental payments during
2001 under this lease were $223,500. The Oil City lease terminates on July 31,
2006 and the Company has five five-year renewal options.

During fiscal 2001, the Company purchased approximately $2,971,000 of
merchandise from Lacoste U.S.A., and approximately $3,020,000 of merchandise
from OshKosh B'Gosh, Inc. Robert C. Siegel, a director of the Company, is
Chairman of Lacoste and a director of OshKosh B'Gosh. The transactions noted
above were on substantially the same terms as comparable transactions with other
vendors of merchandise to the Company.

SHAREHOLDER PROPOSALS

Shareholder proposals for the 2003 Annual Meeting of Shareholders must be
received by the Company by January 14, 2003 in order to be considered for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting.

A shareholder may wish to have a proposal presented at the 2003 Annual
Meeting of Shareholders but not included in the Company's proxy statement and
form of proxy for that meeting. If notice of any such proposal is received by
the Company after March 30, 2003, such proposal shall be deemed "untimely" for
purposes of Rule 14a-4(c) under the Securities Exchange Act of 1934 and,
therefore, the Company will have the right to exercise discretionary voting
authority with respect to such proposal.

ANNUAL MEETING OF STOCKHOLDERS OF

THE BON-TON STORES, INC.

JUNE 18, 2002

CO. # ACCT. #
---------------- ----------------

PROXY VOTING INSTRUCTIONS

TO VOTE BY MAIL
---------------
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS
SOON AS POSSIBLE.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
--------------------------------------------
PLEASE CALL TOLL-FREE 1-800-PROXIES AND FOLLOW THE INSTRUCTIONS. HAVE
YOUR CONTROL NUMBER AND THE PROXY CARD AVAILABLE WHEN YOU CALL.

TO VOTE BY INTERNET
-------------------
PLEASE ACCESS THE WEB PAGE AT "www.voteproxy.com" AND FOLLOW THE
ON-SCREEN INSTRUCTIONS. HAVE YOUR CONTROL NUMBER AVAILABLE WHEN YOU
ACCESS THE WEB PAGE.

YOUR CONTROL NUMBER IS--------------------->
---------------------------

- --------------------------------------------------------------------------------
- Please Detach and Mail in the Envelope Provided -

A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

FOR WITHHELD

1. Election of Directors: [ ] [ ]

NOMINEES: Tim Grumbacher
James H. Baireuther
Samuel J. Gerson
Michael L. Gleim
Robert C. Siegel
Leon D. Starr
Frank Tworecke
Thomas W. Wolf

FOR, except vote withheld for the following nominee(s):

- --------------------------------------------------------------------------------

SIGNATURE(S) Date: , 2002
------------------------------------------- --------------

NOTE: Please sign exactly as your name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

THE BON-TON STORES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of THE BON-TON-STORES, INC. (the "Company")
hereby appoints Tim Grumbacher and James H. Baireuther, or either of them, with
full power of substitution, to act as attorneys and proxies for the undersigned
and to vote all shares of stock of the Company which the undersigned is entitled
to vote if personally present at the Annual Meeting of Shareholders of the
Company, to be held at Heritage Hills Conference Center, 2700 Mount Rose Avenue,
York, PA 17402 on June 18, 2002, at 9:00 a.m., provided that said proxies are
authorized and directed to vote as indicated with respect to the matter set
forth on the opposite side of this proxy.

UNLESS OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED "FOR" THE ELECTION OF ALL
NOMINATED DIRECTORS. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE
WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING.

(TO BE SIGNED ON REVERSE SIDE)

PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF STOCKHOLDERS
THE BON-TON STORES, INC.

JUNE 18, 2002

- --------------------------------------------------------------------------------
- Please Detach and Mail in the Envelope Provided -

A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

FOR WITHHELD

1. Election of Directors: [ ] [ ]

NOMINEES: Tim Grumbacher
James H. Baireuther
Samuel J. Gerson
Michael L. Gleim
Robert C. Siegel
Leon D. Starr
Frank Tworecke
Thomas W. Wolf

FOR, except vote withheld for the following nominee(s):

- --------------------------------------------------------------------------------

SIGNATURE(S) Date: , 2002
------------------------------------------- --------------

NOTE: Please sign exactly as your name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.

THE BON-TON STORES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

(TO BE SIGNED ON REVERSE SIDE)