Exhibit 4.7

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

               (Amended and Restated Effective January 1, 2001)


         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, 2003, to (i) revise the definition of compensation to delete
language that is no longer applicable, and (ii) eliminate the plan
administrator's discretion in determining what constitutes financial hardship
for a hardship distribution.

         NOW, THEREFORE, the Plan is hereby amended, effective as of January
1, 2003, as follows:

         1. Section 1.10 of the Plan is hereby amended by deleting the last
paragraph thereof.

         2. Section 6.11(a) of the Plan is hereby amended by adding the word
"or" after item (4), by deleting the ", or" after item (5) and adding a
period, and by deleting item (6).

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


         IN WITNESS WHEREOF, this Amendment 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