Memorandum of Agreement Between Thrifty PayLess Inc. d/b/a And UFCW Locals 135, 324, 770, 1167, 1428, 1442 and 8GS

1. All terms and conditions of the 2008-2012 Drug Agreement shall remain in full force and effect except as set forth herein.

2. Preamble - Change to "This agreement is entered into and effective July 16, 2012 and is between Thrifty Payless Inc. d/b/a Rite Aid hereinafter referred to as the "Employerll and UFCW Union Locals 135, 324, 770, 1167, 1428, 1442 and 8GS, chartered by United Food and Commercial Workers International Union, herein after referred to as the "Unionll and the parties agree as follows: 1I

11 11 3. Article 2.1.1- Change "July 11, 2005 -July 13,2008 to "July 13, 2008 -July 15, 2012 •

4. Article 4.3.3 - Delete

5. Article 5.2 - Change to - "If an employee is transferred from one UFCW Union's area to another in Southern , he/she shall retain all seniority.1I

6. Article 7.1.9 -Incorporate language from Wellness Ambassador side letter.

7. Article 6.4.2.6 - Modify as follows: All part-time employees shall, after twelve (12) months of service, be scheduled a minimum of twenty-four (24) hours per workweek provided the employee is available to work the schedule hours. The employee must have a completed Availability Form on record with the Employer. This minimum guarantee is subject to the following conditions: a. The employee must be available for five (5) out of seven (7) days including Saturdays and Sundays; and five (5) evening shifts (up to one (1) hour after store closing) or up to 11 p.m. if employed in a 24-hour store, but not scheduled to work overnight. b. An associate may occasionally seek one (1) day or one (1) partial day off in advance of the schedule without reducing the twenty-four (24) hour guarantee. The twenty-four (24) hour guarantee shall include paid time off (such as holidays, jury pay, funeral pay, etc.) and shall not apply as provided in Article 6.5. The associate must work as scheduled. c. The twenty-four (24) hour guarantee will not apply to an associate who is only available to work four (4) hours per day (thereby triggering a sixth (6th) day at overtime).

8. Article 14.1-Benefit Fund contributions shall be increased as follows - 5% beginning with September 2012 hours; up to 4% beginning with August 2013 hours. The rate for 2014 shall be determined pursuant to the reopener set forth below. Effective 11/1/12, modify plan eligibility to provide for employee only eligibility following three full months of employment. No change to dependent eligibility.

9. Article 14.2 - The parties agree to the attached Pension Rehabilitation Plan.

1 10. Article 14.6 - Modify to 6 Union Trustees and eliminate Trustee from Local 1036.

11. Article 17 - Modify to a 3 year agreement July 16, 2012 - July 11,2015, with an automatic reopener for wages and Health and Welfare only effective November I, 2013. This reopener shall continue until the parties reach agreement or until March I, 2014. The no strike / no lockout clause shall remain in effect during the reopener. In the event that the parties are unable to reach agreement, the Employer agrees to increase health and welfare contributions by up to 5% effective with July 2014 hours.

12. Appendix A - Increase wages for all employee who have been employed for 6 months or more by 20C per hour effective with the first payroll period following ratification. Top rates of pay (6 and 10 year) shall increase by 20C per hour on the first payroll period following ratification. All rates in the technician progression and experienced rate shall increase by 20C per hour on the first payroll period following ratification. Graduate intern pharmacist rates shall increase by 20C per hour on the first payroll period following ratification.

13. Ratification Bonus - All employees on the payroll on the date of ratification shall receive a ratification bonus. The bonus shall be paid within 30 days of ratification. Employees classified as full time on the date of ratification shall receive a $300 bonus and employees classified as part time on the date of ratification shall receive a $200 bonus. Employees on leave of absence will receive their bonus upon return to work.

14. Appendix B- Update arbitrator panel.

15. All local unions agree to recommend ratification of this Agreement.

Executed and agreed to, subject to ratification by the affected members, this 26 day of September, 2012.

FOR THE EMPLOYER: FOR THE UNIONS:

Mickey Kaspan President

!k:,Q{ It b -':-- UFCW LOCAL 324 Greg M. Conger, President

\IYVf'v\ ftc<' UFcwLOn Ricardo F. Icaza, President

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