CHARTER OF THE NOMINATING AND
GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF RITE AID CORPORATION
1. Purpose. The purpose of the Nominating and Governance Committee of the Board of Directors of Rite Aid Corporation (the "Corporation") is to develop general criteria regarding the qualifications and selection of board members, to recommend candidates and incumbents for election as directors of the Corporation and members of the committees of the Board of Directors and to assist the Board in the implementation of sound corporate governance principles and practices.
2. Composition. The Nominating and Governance Committee shall be comprised of three or more directors as determined from time to time by resolution of the Board of Directors. Each member of the Nominating and Governance Committee shall be qualified to serve on the Nominating and Governance Committee pursuant to the requirements of the New York Stock Exchange (the ďNYSEĒ), and any additional requirements that the Board deems appropriate. The Chairman of the Nominating and Governance Committee shall be designated by the Board of Directors, provided that if the Board of Directors does not so designate a Chairman, the members of the Nominating and Governance Committee, by majority vote, may designate a Chairman. Any vacancy on the Nominating and Governance Committee must be filled by a majority vote of the Board. No member of the Nominating and Governance Committee shall be removed except by majority vote of the Board.
3. Meetings. The Nominating and Governance Committee shall meet or confer with such frequency and at such intervals as it shall determine is necessary to carry out its duties and responsibilities. The Nominating and Governance Committee, in its discretion, may ask members of management or others to attend its meetings and conferences (or portions thereof) and to provide pertinent information as necessary. The Nominating and Governance Committee shall maintain minutes of its meetings and conferences and records relating to those meetings and conferences and provide copies of such minutes to the Board of Directors. The Nominating and Governance Committee may form subcommittees for any purpose that the Nominating and Governance Committee deems appropriate and may delegate to such subcommittees such power and authority as the Nominating and Governance Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Nominating and Governance Committee shall not delegate to a subcommittee any power or authority required by law, regulation or listing standard to be exercised by the Nominating and Governance Committee as a whole.
4. Functions. The Nominating and Governance Committee shall perform the following functions:
a. Have sole authority, in its discretion, to retain or terminate any search firm to be used to identify director candidates and shall have the sole authority to approve the search firmís fees and other retention terms. The Nominating and Governance Committee shall also have the authority, in its discretion, to obtain advice and assistance from internal and external legal, accounting or other advisors;
b. Develop criteria for the Board of Directors membership and committee member qualifications, including personal and professional integrity, demonstrated exceptional ability and judgment and an assessment of effectiveness, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the Corporationís stockholders;
c. Identify individuals qualified to become Board members, consistent with criteria approved by the Board;
d. Consider the qualifications of each candidate and incumbent for election as a director of the Corporation;
e. Review the performance of incumbent directors whose terms are expiring prior to recommending to the Board of Directors the nominees for election as directors;
f. Consider the nomination by any stockholder of a candidate for election as a director of the Corporation. In considering candidates submitted by shareholders, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Nominating and Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held;
g. Recommend to the Board of Directors the nominees for election as directors of the Corporation and for Board committee assignments;
h. Nominate candidates to fill any vacancies in the Board of Directors;
i. Make recommendations regarding the size of the Board of Directors. Pursuant to Article III, Section 1 of the Corporation's By-Laws, the size of the Board of Directors is permitted to range from a minimum of three (3) members to a maximum of fifteen (15) members;
j. Develop and recommend to the Board corporate governance principles applicable to the Corporation;
k. Recommend to the Board the responsibilities of and such changes to the Board's committee structure and operations (including reporting to the Board and authority to delegate to subcommittees), as the Nominating and Governance Committee deems advisable;
l. After consultation with the Chairman, make recommendations for the appointment and removal of committee members;
m. Oversee the evaluation of the Board and management;
n. Recommend to the Board actions related to the Corporationís compliance with the corporate governance requirements established by the NYSE, the requirements established under the Sarbanes-Oxley Act of 2002 and other applicable corporate governance laws and regulations;
o. Recommend to the Board such additional actions related to corporate governance matters, as the Nominating and Governance Committee may deem necessary or advisable from time to time;
p. Conduct an annual performance evaluation of the Nominating and Governance Committee;
q. Report regularly to the Board its activities, as appropriate; and
r. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
5. Other Authority. The Nominating and Governance Committee is authorized to confer with Corporation management and other employees to the extent it may deem necessary or appropriate to fulfill its duties. In addition to the above, the Nominating and Governance Committee shall perform such other activities consistent with this charter, the Corporationís By-laws and governing law as the Nominating and Governance Committee or the Board deems appropriate.