Exhibit 4.3


                             AMENDMENT NUMBER TWO
                                      TO
                           THE RITE AID 401(k) PLAN

         WHEREAS, Rite Aid Corporation ("Corporation") has the authority under
The Rite Aid 401(k) Plan ("Plan") to amend the Plan, except in certain
respects not material hereto; and

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

         WHEREAS, the Corporation now desires to amend the Plan, effective as
of January 1, 2002, to provide for a change to the definition of disability
for purposes of disability retirement to refer to a determination by the
Social Security Administration to simplify benefit claims administration under
the Plan.

            NOW, THEREFORE, effective as of January 1, 2002, the Plan is
hereby amended as follows:

            1. Section 1.63 of the Plan is hereby amended in its entirety to
read as follows:

               " 'Total and Permanent Disability' means a physical or mental
               condition of a Participant resulting from bodily injury,
               disease, or mental disorder which renders him incapable of
               continuing his usual and customary employment with the
               Employer. The disability of a Participant shall be determined
               by a licensed physician chosen by the Administrator. The
               determination shall be applied uniformly to all Participants.
               Notwithstanding the foregoing, effective for claims filed on
               and after January 1, 2002, Total and Permanent Disability means
               the condition of a Participant who is determined to be eligible
               for Social Security disability benefits by the Social Security
               Administration."

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

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

                                                     RITE AID CORPORATION


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