IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA

FEDERAL TRADE COMMISSION,

Plaintiff,

v.

RITE AID CORPORATION,

Defendant.

Civil Action No.

STIPULATION

It is stipulated by and between the undersigned parties, by their respective attorneys, that:

(1) the parties consent that the Court may file and enter a Final Judgment in the form attached to this Stipulation to settle all claims related to defendant’s failure to divest on time pharmacy assets located in Lincoln, Maine, Bucksport, Maine, and Berlin, New Hampshire, on the Court’s own motion or on the motion of any party at any time, and without further notice to any party or other proceedings, if Plaintiff Federal Trade Commission has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice of its withdrawal on Defendant Rite Aid Corporation and by filing that notice with the Court;

(2) the Defendant waives any objection to venue or jurisdiction for purposes of the Final Judgment and authorizes Phillip A. Proger, Attorney, Jones, Day, Reavis & Pogue, Washington, D.C., to accept service of all process in this matter on its behalf;

(3) in the event Plaintiff Federal Trade Commission withdraws its consent or if the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall become null and void and be of no effect whatever, and the making of the Stipulation shall be without prejudice to any party in this or any other proceeding.

Dated:

FOR THE DEFENDANT FOR THE PLAINTIFF