Exhibit 4.6

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

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

         WHEREAS, the Corporation further desires to clarify the parties who
are authorized under the Plan to designate the investment alternatives
available to Plan participants.

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

         1. A new Section 2.13 is added to the Plan to read as follows:

            "2.13 DESIGNATED INVESTMENT ALTERNATIVES.

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

         2. Section 4.14(e)(2) is amended in its entirety to read as follows:

            "(2) Voting, tender and similar rights with respect to Employer
            securities shall be passed through to Participants and
            Beneficiaries with accounts holding such securities. The Trustee
            shall vote or tender or take other similar action with respect to
            such shares solely in accordance with written instructions
            furnished to it by each Participant or Beneficiary. Shares,
            including fractional shares, for which instructions are not
            received by the Trustee shall be voted or tendered by the
            Trustee."

         3. A new subsection (g) of Section 4.14 of the Plan shall be added to
read as follows:

            "(g) The Plan has a Directed Investment Option that invests
            primarily in the common stock of The Rite Aid Corporation ("Rite
            Aid Corporation Stock Fund" or the "Rite Aid Stock Fund"). The
            Employer, or its designee, shall have the authority to determine
            when to open the Rite Aid Stock Fund to investment by Participants
            and on what basis. Notwithstanding any other provision of the Plan
            to the contrary, effective as of the date established by an
            authorized officer or officers (as so designated by the Board), a
            Participant may allocate up to ten percent (10%) (but no more than
            ten percent) of such Participant's Salary Deferral Contributions
            to the Rite Aid Stock Fund. No other contributions (except such
            prorata piece of any loan repayments that are invested in the same
            manner as salary deferral contributions) may be allocated to the
            Rite Aid Stock Fund. A Participant may transfer funds from the
            Rite Aid Stock Fund to any other Directed Investment Option.
            Notwithstanding any other provision of the Plan to the contrary,
            no transfers are permitted to the Rite Aid Stock Fund from any
            other Directed Investment Option. The Employer may, by Plan
            amendment, modify the provisions of this subsection (g) of Section
            4.14."

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

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

                                           RITE AID CORPORATION


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