your retirement experience. · This notice is to inform you that your account in the Rite Aid...

R I T E A I D 4 0 1 ( k ) R E T I R E M E N T P L A N S

EnhanceEnhanceyour retirement experience.

Your account is moving to Empower Retirement effective September 3, 2019.

Your retirement plan is taking a bold new path

Why we are making this changeThis change to your Rite Aid 401(k) retirement plan account is designed to

give you more ways to access and manage your account, improve your overall

retirement planning experience, and empower you to make the journey to

retirement as rewarding as every day after.

As part of the move, you’ll enjoy these great features:• A robust website with a state-of-the art planning tool that estimates your

monthly income in retirement, including healthcare expenses.

• A better and smarter experience driven by innovation, ease-of-use and

personalization to help you maximize your retirement benefit.

• Gain access to complimentary Online Advice or choose to enroll in My Total

Retirement™, a personalized, professionally managed retirement strategy.‡

• Access to the Empower Retirement mobile app, which allows you the

freedom to enroll, access and manage your account whenever, wherever

from your iOS or Android device.

• A new custom phone number with expanded hours (weekdays from 8 a.m.

to 10 p.m. and Saturdays from 9 a.m. to 5:30 p.m. Eastern time).

• On-demand presentations to get you familiar with the new

tools available.

‡ Online Advice and My Total Retirement™ are part of the Empower Retirement Advisory Services suite of services offered by Advised Assets Group, LLC, a registered investment adviser.

2

Inside this guide, you’ll find:

What you need to know ......... Page 3

Important dates .......................Page 4

Your account transfer ............ Page 5

Advisory Services ....................Page 6

Important notice ...................... Page 7

* As of March 31, 2019. Information refers to the business of Great-West Life & Annuity Insurance Company and its subsidiaries, including Great-West Life & Annuity Insurance Company of New York. GWL&A’s consolidated total assets under administration (AUA) are $638B. AUA is a non-GAAP measure and does not reflect the financial stability or strength of a company. GWL&A’s statutory assets total $57.1B and liabilities total $55.7B. GWL&A of NY statutory assets total $2.2B and liabilities total $2.1B.

† As of March 31, 2019. Information refers to all retirement businesses of Great-West Life & Annuity Insurance Company and its subsidiaries and affiliates, including Great-West Life & Annuity Insurance Company of New York, marketed under the Empower Retirement brand.

3

What you need to know

TransitionYour account will automatically transfer effective

September 3, 2019. No action is required from you for the

transfer of your:

• Contribution elections.

• Investment elections.

• Loan or distribution arrangements (if applicable).

• Beneficiary elections.

Blackout periodYou will have limited access to your account beginning

August 28, 2019, until the week of September 1, 2019.

This blackout period will allow for the transfer of the

plan’s administrative records to Empower.

When the blackout period ends, you will have full access

to your plan account.

For more details on the transitionVisit riteaid401k.com today. Here, you can find detailed

investment information and learn more about Empower

Retirement. Also, find answers to frequently asked

questions, including instructions on how to access

your account.

Paying back loans in your accountIf you are retired or no longer employed by Rite Aid

Corporation and currently making payments on a loan

through automated clearing house (ACH) debits from a

personal banking account, your banking account

information will not transfer to Empower. Please contact

Empower after the move to set up automatic payments.

Who is Empower? Empower is a retirement plan recordkeeping company

that is part of Great-West Life & Annuity Insurance

Company. Administering $610 billion in plan assets,*

Empower helps 9.1 million people save for retirement.†

Empower is well positioned — with a suite of retirement

services, innovative financial tools and more ways to

access your account — to help you manage your

retirement savings for financial success. To learn more,

visit empower-retirement.com.

Other news

You will have access to view all of your Rite Aid retirement

plans on the Empower system website.

A special note to associates not actively employed by Rite Aid Corporation

You are receiving this announcement because you

have a balance in a Rite Aid 401(k) retirement plan.

Even though you are not actively contributing to your

account, you can still take advantage of other benefits

the plan offers.

www.empower-retirement.com

www.riteaid401k.com

4

Important dates and contact information

August 15, 2019Last day to request paperwork from Alight for transactions that require it (hardship withdrawal, residential loan)

August 22, 2019 Deadline to submit paperwork for transactions requiring itThis is also the deadline to send Alight a check for

a rollover contribution or for a loan payoff. Checks

received by Alight after this date will be returned

to you.

August 28, 2019Deadline for account changesThis is your last day to contact Alight to request

account transactions, including contribution changes,

investment election changes, loans (if applicable)

or withdrawals.

August 28, 2019, at 4 p.m. Eastern timeTransition period beginsYou will have limited access to your account at Alight.

Access will end completely on August 30, 2019, with

your final statement being issued on September 30, 2019.

Week of September 1, 2019Transition period ends• Enjoy full access to your retirement account online

and by phone.

• Gain the ability to make requests and changes.

Contact Empower at: 833-300-401K (4015)

riteaid401k.com

On-demand presentations to help get you familiar with the new website and features

Week of September 8, 2019

Look for more details soon

Coming soon

Is English not your primary language? Empower

has service center representatives that speak

Spanish and can support a number of other

languages. Give Empower a call for assistance

or with questions regarding the transition.

www.riteaid401k.com

5

How your account will transfer

As part of your move to Empower, your account will remain invested in the same funds you are currently invested in and

directing contributions to. You will have the ability to change the elections for your current balance and your future

contributions (if you are an active associate) by contacting Alight by August 28, 2019. You can also make changes after

the move is complete.

Your fund lineup includes:

FUND NAME

Stable Value Fund

Fixed Income Fund

Vanguard FTSE All-World ex-US Index Instl (VFWSX)

Vanguard Extended Market Index Instl (VIEIX)

Vanguard Total Bond Market Index Instl (VBTIX)

Vanguard Institutional Index Fund Instl Plus (VIIIX)

Large Cap Growth Fund

Small Cap Fund

Large Cap Value Fund

Mid Cap Fund

International Equity Fund

TARGET DATE FUND NAME

STOCK/BOND RATIO AS OF

3/31/2019

T. Rowe Price Retirement Balanced Trust C 40/60

T. Rowe Price Retirement 2005 Trust C 36/64












The T. Rowe Price Retirement Target Date funds are the Qualified Default Investment Alternative (QDIA) for the

plan. Please see the enclosed Qualified Default Investment Alternative (QDIA) notice for more details.

Generally, the asset allocation of each target date fund will gradually become more conservative as the fund nears

the target retirement date. The date in a target date fund’s name is the approximate date when investors are

expected to start withdrawing their money (generally assumed to be at age 65). The principal value of the fund(s)

is not guaranteed at any time, including at the time of the target date and/or withdrawal.

For a list of all the available investment options in your plan, as well as access to fund

fact sheets, investment returns and prospectuses, go to riteaid401k.com and select

the Investment information tab.

www.riteaid401k.com

What happens next

The move to Empower is designed to be as smooth and easy as possible. You do not need to do anything at this time unless you want to make changes to your account. Once the transfer is complete, you will receive a notice from Empower.

Introducing My Total Retirement™

You will gain access to Online Advice and complimentary educational resources. If you prefer to manage your own

investments but would like some assistance, Online Advice generates personalized saving and investing suggestions to

help you make decisions based on information you provide about your situation and your goals.

Should you wish to enroll in a managed account at Empower, you will have access to My Total Retirement (fees apply)

once the plan is live in September. My Total Retirement is a strategy created just for you by experienced investment

professionals. This service goes beyond the typical “age-based” investment strategy to look at your lifestyle, situation

and goals to create a strategy that is tailored to you.

And because we understand that your investment needs evolve over time, we will periodically review your strategy and

can work with you to make the appropriate adjustments for your situation.

Both options are designed to help you feel confident about your important saving, investing and retirement-income

decisions. The result will be a retirement strategy that is personalized, simplified, comprehensive and one-on-one.

There is no guarantee provided by any party that participation in any of the advisory services will result in a profit.

Contact Empower the week of September 1, 2019, at 833-300-401K (4015) to learn more.

6

IF THIS DESCRIBES YOU… YOU MIGHT CONSIDER…

Help me do it

• You’re interested in investing and managing your account on your own.

• You like reviewing plan investments and tracking performance.

• You seek advice or a second opinion before executing investment decisions on your own.

Online Advice (No additional cost to you)

Do it for me

• You don’t have the time, desire or knowledge to invest on your own.

• You don’t mind paying a fee to have your account managed for you.

My Total Retirement

ASSETS UNDER MANAGEMENT

Up to $5,000

$5,001 - $100,000

$100,001 - $250,000

Over $250,000

ANNUAL RATE

0.00%

0.40%

0.30%

0.20%

Important notice concerning your rights in the:

• Rite Aid 401(k) Plan• Rite Aid Corporation 401(k) Plan for Collectively

Bargained Associates• Thrifty Payless, Inc. 401(k) Retirement Savings Plan for

Collective Bargaining Pharmacists

July 26, 2019

This notice is to inform you that your account in the Rite Aid 401(k) Plan , Rite Aid Corporation 401(k)

Plan for Collectively Bargained Associates or the Thrifty Payless, Inc. 401(k) Retirement Savings Plan

for Collective Bargaining Pharmacists will transfer to Empower Retirement effective

September 3, 2019.

As a result of this change, you will be temporarily unable to

check your account balance; transfer or diversify your

investments or obtain a loan, withdrawal or distribution.

This period during which you will be unable to exercise

these rights otherwise available under the plan is called a

blackout period. Whether or not you are planning

retirement in the near future, we encourage you to

carefully consider how this period may affect your

retirement planning as well as your overall financial plan.

The temporary blackout period begins at 4 p.m.

Eastern time on August 28, 2019, and ends the week of

September 1, 2019. During this time, you will have

limited or no access to your account. You will be unable

to check your account balance; transfer or diversify your

investments or obtain a loan, withdrawal or distribution

from your Rite Aid 401(k) retirement plan account

(if applicable).

Before the blackout period begins, it is very important that

you review and consider the appropriateness of your

current investments because you will be unable to transfer

or diversify those investments during the blackout period.

For your long-term retirement security, you should give

careful consideration to the importance of a well-balanced

and diversified investment portfolio, taking into account

all your assets, income and investments.

To review your plan account and request any changes to

the account’s investment allocation before the blackout

period begins, contact Alight at 855-594-6214 or access your account online at ybr.com/riteaid by August 28, 2019.

Once the blackout period ends, Empower will notify you,

and you will have full access to your plan account. If you

would like to confirm the status of the blackout period or

if you have questions concerning this notice, contact

Empower at 833-300-401K (4015) or riteaid401k.com.

7

www.riteaid401k.com

www.ybr.com/riteaid

Carefully consider the investment objectives, risks, fees and expenses of the annuity and/or the investment options.

Contact us for a prospectus, a summary prospectus and disclosure document, as available, containing this information.

Read them carefully before investing.

Securities offered by GWFS Equities, Inc., Member FINRA/SIPC, marketed under the Empower brand. GWFS is affiliated with Great-West Funds, Inc.; Great-West Trust Company, LLC; and registered investment advisers Advised Assets Group, LLC and Great-West Capital Management, LLC, marketed under the Great-West Investments™ brand. This material has been prepared for informational and educational purposes only and is not intended to provide investment, legal or tax advice.

Diversification does not ensure a profit and does not protect against loss in declining markets.

Alight is not affiliated with GWFS Equities, Inc. or its parent company or affiliates.

Unless otherwise noted: Not a Deposit | Not FDIC Insured | Not Bank Guaranteed | Funds May Lose Value | Not Insured by Any Federal Government Agency

©2019 Great-West Life & Annuity Insurance Company. All rights reserved. 150527-01-02-03-SOX-26281-1907 RO887140-0719

DOC_TYPE: FEEDSP_STDDOC ID: 403445595IND ID:

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Notice of Investment Returns & Fee Comparison150527-01 The Rite Aid 401(k) Plan

150527-02 Rite Aid Corporation 401(k) Plan for Collectively Bargained Associates150527-03 Thrifty Payless, Inc. 401(k) Retirement Plan for Collective Bargaining Pharmacists

www.riteaid401k.comYour employer-sponsored retirement savings plan (your Plan) allows eligible employees to invest for their retirement. These plans can be valuable in helping participants reach their retirement savings goals. The goal is to build your account through additional contributions and investment returns in your Plan. Fees and expenses related to your Plan can affect the overall long-term value of your account. The investment options you choose also affect your account. It is important for you to have a clear understanding of the investment options available through your Plan and the fees and expenses that are part of your Plan.This notice includes information to help you understand Plan costs and compare your retirement plan's investment options. It was designed to meet the participant fee disclosure regulations of the United States Department of Labor(DOL).For more information on the Plan's investment options including investment objectives or goals, principal strategies and risks, portfolio turnover rate, current returns and expenses, please visit the Participant website listed above. This website also includes educational information and tools designed to help you with making investment decisions.Additional information on the Plan's investment options is also available on the Participant website which may include prospectuses or similar documents and fund reports to the extent applicable and fund share/unit valuations.Paper copies of the investment related information available on the Participant website can be obtained at no cost by contacting Empower Retirement at:

Empower RetirementP.O. Box 173764 Denver, CO 80217-3764Participant Call Center: 1-833-300-401K

SECTION Document Summary

1Investment Rate of Return Information - Shows investment return information for your Plan'sinvestment options. It shows past performance and comparisons to the performance of a comparablebenchmark over 1, 5 and 10 year periods or since inception if the investment option's inception date isless than 10 years.

2Investment-Related Fees, Expense Information, and Transfer Restrictions - Shows fees andexpenses associated with the investments in your Plan. This section also shows any investmentrestrictions.

3

Plan-Related Information - Shows your Plan related information and the General AdministrativeServices Expenses and Participant Elected Services Expenses tables. The General AdministrativeServices Expenses table shows non-investment expenses that pay for operating your Plan. TheParticipant Elected Services Expenses table shows expenses for optional services available throughyour Plan that may be charged to your individual account for the services you use.

1 – Investment Rate of Return Information

Variable Rate of Return Investments TableThis table looks at the rates of return from investments that increase and decrease in value. The table shows how theseinvestments have performed over time. You can compare each investment option to a benchmark for the same timeperiods. Past performance does not guarantee how the investment option will perform in the future. Your investmentin these options could lose money. In addition to the web addresses listed in the table, more information about theinvestments in your Plan including an investment option’s principal risks is available on the Participant website listed in thetitle.

Variable Return Investments

Investment OptionAverage Annual Total Return

as of 05/31/20191yr. 5yr. 10yr. Since Inception

Benchmark**as of 05/31/2019

1yr. 5yr. 10yr. Since InceptionAsset AllocationT Rowe Price RetirementBalanced Tr-C2

2.98% 3.87% N/A 4.88% 2.39% 3.68% N/A *Dow Jones Moderately Conservative Portfo

www.troweprice.com


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1yr. 5yr. 10yr. Since InceptionT. Rowe Price Retirement2005 Tr-C2

3.65% 4.13% N/A 5.25% 2.92% 2.36% N/A *Dow Jones Target 2010 TR USD

www.troweprice.comT. Rowe Price Retirement2010 Tr-C2


www.troweprice.comT Rowe Price Retirement2015 Tr-C2











0.73% 6.73% N/A 8.55% -0.15% 5.68% N/A *Dow Jones Target 2040 TR USD








0.37% N/A N/A 6.74% -1.26% N/A N/A *Dow Jones Target 2055 TR USD

www.troweprice.comInternational Funds

International Equity Fund -11.79% N/A N/A 0.41% -5.75% N/A N/A 3.63%MSCI EAFE NR USD

www.riteaid401k.comVanguard FTSE All-Worldex-US Index Inst1,2

-6.17% 1.61% 5.96% 1.78% -5.75% 1.27% 6.23% 1.16%MSCI EAFE NR USD

www.vanguard.comSmall Cap Funds

Small Cap Fund -9.49% N/A N/A 3.15% -9.05% N/A N/A *Russell 2000 TR USD

www.riteaid401k.comMid Cap Funds

Mid Cap Fund -2.93% N/A N/A 6.17% 1.59% N/A N/A *Russell Mid Cap TR USD

www.riteaid401k.comVanguard ExtendedMarket Idx Instl1,2

-3.63% 7.34% 14.01% 8.39% -9.05% 6.71% 12.84% *Russell 2000 TR USD

www.vanguard.com


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1yr. 5yr. 10yr. Since InceptionLarge Cap Funds

Large Cap Growth Fund 2.59% N/A N/A 13.38% 5.39% N/A N/A *Russell 1000 Growth TR USD

www.riteaid401k.com

Large Cap Value Fund -0.33% N/A N/A 6.80% 1.45% N/A N/A *Russell 1000 Value TR USD

www.riteaid401k.comVanguard InstitutionalIndex Instl Pl1,2

3.77% 9.65% 13.95% 7.22% 3.78% 9.66% 13.95% *S&P 500 TR USD

www.vanguard.comBondVanguard Total BondMarket Index Inst1,2

6.67% 2.69% 3.77% 5.09% 6.40% 2.70% 3.83% *Bloomberg Barclays US Aggregate Bond TR

www.vanguard.comStable Value

Stable Value Fund 2.72% N/A N/A 2.66% 2.54% N/A N/A 1.19%ICE BofAML US Dollar 3-Month Deposit Off

www.riteaid401k.comFixed

Fixed Income Fund 5.94% N/A N/A 3.13% 6.40% N/A N/A 2.55%Bloomberg Barclays US Aggregate Bond TR

www.riteaid401k.com

Please note that if an investment option has not been in existence for 10 years, a "Since Start/Inception Date" return willbe displayed. If the investment option has been in existence for 10 years or more, a "10-Year" return will be displayed.Returns shown for the corresponding benchmark are for the same time period as the investment option.1 Additional information on this Investment Option can be found in Section 2.

2 Mutual Fund Option. The start date is that of the fund's original share class. Performance returns for mutual fund options in your Planoffering a different share class with a more current start date have been adjusted to reflect the fees and charges associated with theactual share class.

* Performance returns not available at time of production.

N/A - Performance returns are not applicable.

** A benchmark index is not actively managed. It does not have a defined investment objective and does not incur fees or expenses.You cannot invest directly in a benchmark index.

2 – Investment-Related Fees, Expense Information, and Transfer Restrictions

Investment-Related Fees, Expense Information and Transfer RestrictionsThis table looks at fees, expenses and transfer restrictions associated with the investments in your Plan. Fees andexpenses are only two of many things to consider when deciding to invest. You may also want to think about whether aninvestment in a particular investment option, along with your other investments, will help you reach your financial goals.

Fees, Expenses and Restrictionsas of 07/03/2019

Investment Option

Gross/NetTotal AnnualOperatingExpensesAs a %~

Gross Per$1000

TransferRule

Shareholder Type Fees^

Asset Allocation

T Rowe Price Retirement BalancedTr-C

0.38%/0.38%

$3.80 per$1,000

T. Rowe Price Retirement 2005 Tr-C 0.38%/0.38%

$3.80 per$1,000


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Investment Option


Gross Per$1000

TransferRule


T. Rowe Price Retirement 2010 Tr-C 0.38%/0.38%

$3.80 per$1,000

T Rowe Price Retirement 2015 Tr-C 0.38%/0.38%

$3.80 per$1,000


$3.80 per$1,000


$3.80 per$1,000


$3.80 per$1,000


$3.80 per$1,000


$3.80 per$1,000


$3.80 per$1,000


$3.80 per$1,000


$3.80 per$1,000


$3.80 per$1,000

International Funds

International Equity Fund 0.86%/0.84%

$8.60 per$1,000

Vanguard FTSE All-World ex-USIndex Inst

0.08%/0.08%

$.80 per$1,000 1

Small Cap Funds

Small Cap Fund 0.97%/0.97%

$9.70 per$1,000

Mid Cap Funds

Mid Cap Fund 0.82%/0.70%

$8.20 per$1,000

Vanguard Extended Market Idx Instl 0.06%/0.06%

$.60 per$1,000 1

Large Cap Funds

Large Cap Growth Fund 0.69%/0.49%

$6.90 per$1,000

Large Cap Value Fund 0.64%/0.44%

$6.40 per$1,000

Vanguard Institutional Index Instl Pl 0.02%/0.02%

$.20 per$1,000 1

Bond

Vanguard Total Bond Market IndexInst

0.04%/0.04%

$.40 per$1,000 1

Stable Value

Stable Value Fund 0.31%/0.31%

$3.10 per$1,000


01:060716 IN02 GP34 EV ID:

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Investment Option


Gross Per$1000

TransferRule


Fixed

Fixed Income Fund 0.48%/0.38%

$4.80 per$1,000

Rule #1 - Fund company restriction: A transfer into this fund will not be permitted if a prior transfer was made out of this fund in the last30 days.

~ Gross Total Annual Operating Expenses are the gross fees potentially charged to the investment option and are displayed abovein accordance with fee disclosure regulations. The Net Total Annual Operating Expenses, also displayed above as supplementaryinformation, are the actual amounts charged by the investment option and may be different from the Gross Expenses due to certainfee waivers or additional expenses charged by other service providers. Expenses reduce the return of the investment option. Part ofthese fees may be shared with the plan's service providers to help pay for plan administration and/or recordkeeping fees. Part of thesefees may be shared with the plan's service providers and, under an agreement with the applicable plan fiduciaries, may be used to helppay for plan administration and/or recordkeeping fees. The plan's fiduciaries may make changes to the plan's investments at any timesubject to applicable notice requirements. Please see the participant website for more information.

Please note that any Asset Allocation Models listed above are not separate investment options and that Gross/Net Total AnnualOperating Expenses are not separately calculated for the Models. The annual expense information provided for any Asset AllocationModel in table 2 above is for informational purposes only and is determined by adding together the weighted percentage of the TotalAnnual Operating Expenses (Gross and Net) of each of the Plan’s investment options utilized in the Asset Allocation Models. Forinformation on the investment options and allocation strategies of each Asset Allocation Model, if applicable, please visit the plan’swebsite or contact the Participant Call Center.

^ Shareholder/Shareholder-Type Fees are fees paid directly from your investment in this option (e.g., sales loads, sales charges,deferred sales charges, redemption fees, exchange fees, account fees, purchase fees, transfer or withdrawal fees).

Revenue CreditFor certain investment options, revenue credits are paid by your retirement plan recordkeeper to the Plan and allocated toparticipants who are investing in the specific investment options.Revenue credits are allocated to your account at a frequency (i.e. monthly, quarterly, etc.) determined by your plansponsor.NOTE: More current information about the Plan's investment options, including fees, expenses and performanceupdates, may be available on the Participant website listed in the title.

3 – Plan-Related InformationThis section provides general Plan information, including a description of non-investment management fees and expensesthat may be charged to your account. This section also includes information on General Administrative Services Expensesand Participant-Elected Services Expenses. Blank fields in the table below can be assumed to be not applicable or zero. Ifthere is no General Administrative Services Expenses table displayed there are no General Administrative Services feespaid by you for your Plan.

General InformationNon-Investment Management Fees and Expenses: Includes recordkeeping, accounting, legal or other administrativefees that may be charged to your account. The dollar amount actually charged to your account during the previous quarterfor such administrative or individual expenses will be reported to you on your quarterly statement. If you have additionalquestions related to fees on your account, please contact the Participant Call Center at the number listed on the first pageof this document.Investment Instructions: Your Plan lets you direct the investment of your account in the investment options listed inSection 1. You may make changes to your investment options via the Participant website or by calling the Participant CallCenter during normal business hours at the number listed on the first page of this document.Limitations on Investments: Limits on making changes to your investment choices may be imposed by the PlanSponsor or by a manager of an investment option. Any limits or restrictions made by a fund manager are describedin the prospectus for the fund. They include restrictions intended to prevent “market timing” (i.e., rapid trading in andout of a fund). In addition to the limits and restrictions described in the prospectus, the Plan Sponsor may have otherrestrictions on making changes to your investment choices. These restrictions are included in the table in Section 2. Formore information on investment restrictions in your plan, contact the Participant Call Center at the number listed on thefirst page of this document.


01:060716 IN02 GP34 EV ID:

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Voting, Tender, and Similar Rights: The appropriate Plan fiduciaries, or an individual or an institution designated by the Plan fiduciaries, will exercise any voting or other rights associated with ownership of the Designated Investment Alternatives offered in your Plan.Your plan uses the following designated investment manager(s): Northern Trust

General Administrative Services Expenses TableThis table shows expenses that pay for operating the Plan. These expenses are described below. Fees and expenses for general plan administrative services (for example, recordkeeping services and custodial services) may be charged to the Plan. These fees and expenses may be charged to your individual account to the extent not paid by the Plan Sponsor, deducted from other Plan assets (such as the Plan's forfeiture account) and/or included in investment-related fees and expenses. How the expenses are charged to participant accounts will depend on the nature of the expense. For example, some fees may be charged as a fixed dollar amount per participant or as a percentage amount spread across the account balances, as determined by the Plan Sponsor. The amount of any general plan administrative expenses actually deducted from your account will be reflected on your account statement.

General Administrative Services Expensesas of 07/03/2019

Fee Type AnnualAmount

QuarterlyAmount

Frequency Description

Participant Account Maintenance $30.00 $7.50 Monthly

This fee is used to pay for some or all of the plan'sgeneral administrative expenses which may includecosts for recordkeeping, advisory, legal and accountingservices.

Participant Elected Services Expenses TableThis table shows expenses for optional services available through your plan. Certain fees may be charged to yourindividual account for optional services you use.

Your Plan may charge fees related to certain approval (e.g., Domestic Relations Orders, hardship withdrawals, etc.) or other (e.g. advisory) services. For further information regarding these potential fees, please contact the Participant Call Center at the number listed on the first page of this document.Your Plan may also charge general administration fees related to the delivery of plan communications. In such event, a fee may be deducted from your individual plan account on a per communication basis or on a quarterly or annual basis. The cost per communication is generally between $2 to $3.Fees and expenses do add up over time and can substantially reduce the growth of your retirement savings. Fees and expenses are only two of several factors to consider when you make investment decisions.You can visit the Department of Labor's website for an example showing the long-term effects of fees andexpenses at https://www.dol.gov/agencies/ebsa/about-ebsa/our-activities/resource-center/publications/understandingretirementplanfeesandexpenses.Visit the Participant website listed in the title for a "Glossary of Investment Terms" relevant to the investment options under your Plan.

Participant Elected Services Expensesas of 07/03/2019

Service Fee Amount Frequency DescriptionParticipant Loan(Origination) $75.00 Per Distribution This fee is associated with originating a loan through your company's

retirement plan.

WIRE Special HandlingCharge $40.00 Per Distribution Wire Charge

Distribution Fee $25.00 Per DistributionFee for taking a withdrawal against your plan balance. This fee isdeducted from the withdrawal proceeds. If you initiate more than onewithdrawal you will be assessed the fee for each new withdrawal.

ACH Special HandlingCharge $15.00 Per Distribution ACH Charge

Empower RetirementAdvisory Services My TotalRetirement

Up to $5K = 0.000000%Next $95K = 0.100000%

Next $150K = 0.075000%Over $250K = 0.050000%

Quarterly This fee applies if you are enrolled in the service and is deducted from theassets within the service.

EXPRESS SpecialHandling Charge $25.00 Per Distribution Express Delivery Charge

Domestic Relations OrderServices $300.00 Per Occurrence

This fee only applies if you request a QDRO distribution/withdrawaland covers the cost of reviewing and processing a Qualified DomesticRelations Order and is charged once per review request.

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Qualified Default Investment Alternative150527-01 The Rite Aid 401(k) Plan

150527-02 Rite Aid Corporation 401(k) Plan for Collectively Bargained Associates150527-03 Thrifty Payless, Inc. 401(k) Retirement Plan for Collective Bargaining Pharmacists

www.riteaid401k.comThis Qualified Default Investment Alternative (QDIA) notice gives you important investment information related to your account under your Rite Aid retirement savings plan (the Plan). You should read this notice very carefully to understand how your Plan account assets (as named above) will be invested if you do not make an investment election for all or any portion of your account.The Plan lets you invest your account in a number of different investment funds. To learn more about the Plan's investment funds and procedures for changing how your Plan account is invested you can call 1-833-300-401K or visit www.riteaid401k.com. Also, you can contact your employer's Plan Administrator.Unless you choose investment fund(s), your Plan account will be invested in the following investment fund(s):

Investment Fund: Birth YearT Rowe Price Retirement Balanced Tr-C 1900 to 1937T. Rowe Price Retirement 2005 Tr-C 1938 to 1942T. Rowe Price Retirement 2010 Tr-C 1943 to 1947T Rowe Price Retirement 2015 Tr-C 1948 to 1952T Rowe Price Retirement 2020 Tr-C 1953 to 1957T Rowe Price Retirement 2025 Tr-C 1958 to 1962T Rowe Price Retirement 2030 Tr-C 1963 to 1967T Rowe Price Retirement 2035 Tr-C 1968 to 1972T Rowe Price Retirement 2040 Tr-C 1973 to 1977T Rowe Price Retirement 2045 Tr-C 1978 to 1982T Rowe Price Retirement 2050 Tr-C 1983 to 1987T Rowe Price Retirement 2055 Tr-C 1988 to 1992T Rowe Price Retirement 2060 Tr-C 1993 or later

T Rowe PriceRetirement 2015 Tr-C

Investment Objective & Strategy

The Trust seeks to provide the highest total return over time consistent with anemphasis on both capital growth and income. The Trust invests in underlyingcommingled T. Rowe Price Trusts, each one emphasizing a different market sector.Over time, the Trust's allocation to bonds will increase and its allocation to stocks willdecrease. The Trust will reach its final most conservative allocation of approximately20% stocks 30 years after reaching its target date.

Fund InvestmentExpense as of 05/31/2019

Gross:Net:

0.38%0.38%

Risk and Return Profile

This investment option may be most appropriate for someone willing to take some riskto achieve higher potential returns but also seeking income as a secondary objective.The investor may be in or approaching retirement or may prefer to take less risk thanother investors. Investors choosing this option want to invest in a mixture of diverseinvestments suiting their needs but may not have the time, desire, or knowledgeto select and manage their own portfolios. The date in a target date fund's namerepresents an approximate date when an investor is expected to retire (which isassumed to be at age 65) and/or begins withdrawing money. The principal value ofthe funds is not guaranteed at any time, including the target date. Asset allocation andbalanced investment options and models are subject to the risks of the underlyingfunds, which can be a mix of stocks/stock funds and bonds/bond funds. For moreinformation, please refer to the fund prospectus and/or disclosure document.


01:091018 IN02 GP00EV ID:

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Gross:Net:

0.38%0.38%


This investment option may be most appropriate for someone willing to take somerisk to achieve higher potential returns. The investor may be approaching retirement,with a short investment horizon, or may prefer to take less risk than other investors.Investors choosing this option want to invest in a mixture of diverse investmentssuiting their needs but may not have the time, desire, or knowledge to select theirown portfolios. The date in a target date fund's name represents an approximatedate when an investor is expected to retire (which is assumed to be at age 65) and/orbegins withdrawing money. The principal value of the funds is not guaranteed at anytime, including the target date. Asset allocation and balanced investment options andmodels are subject to the risks of the underlying funds, which can be a mix of stocks/stock funds and bonds/bond funds. For more information, please refer to the fundprospectus and/or disclosure document.





Gross:Net:

0.38%0.38%


This investment option may be most appropriate for someone willing to take somerisk to achieve higher potential returns. The investor may be approaching retirement,with a short investment horizon, or may prefer to take less risk than other investors.Investors choosing this option want to invest in a mixture of diverse investmentssuiting their needs but may not have the time, desire, or knowledge to select theirown portfolios. The date in a target date fund’s name represents an approximatedate when an investor is expected to retire (which is assumed to be at age 65) and/orbegins withdrawing money. The principal value of the funds is not guaranteed at anytime, including the target date. Asset allocation and balanced investment options andmodels are subject to the risks of the underlying funds, which can be a mix of stocks/stock funds and bonds/bond funds. For more information, please refer to the fundprospectus and/or disclosure document.





Gross:Net:

0.38%0.38%


This investment option may be most appropriate for someone willing to balance therisk of principal fluctuation with the potential for greater capital growth over time. Theinvestor may have a medium investment horizon. Investors choosing this option wantto invest in a mixture of diverse investments suiting their needs but may not have thetime, desire, or knowledge to select their own portfolios. The date in a target datefund’s name represents an approximate date when an investor is expected to retire(which is assumed to be at age 65) and/or begins withdrawing money. The principalvalue of the funds is not guaranteed at any time, including the target date. Assetallocation and balanced investment options and models are subject to the risks of theunderlying funds, which can be a mix of stocks/stock funds and bonds/bond funds. Formore information, please refer to the fund prospectus and/or disclosure document.


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Gross:Net:

0.38%0.38%


This investment option may be most appropriate for someone willing to balance therisk of principal fluctuation with the potential for greater capital growth over time.The investor may have a medium investment horizon, or may prefer to take lessrisk than more aggressive investors. Investors choosing this option want to investin a mixture of diverse investments suiting their needs but may not have the time,desire, or knowledge to select their own portfolios. The date in a target date fund'sname represents an approximate date when an investor is expected to retire (whichis assumed to be at age 65) and/or begins withdrawing money. The principal valueof the funds is not guaranteed at any time, including the target date. Asset allocationand balanced investment options and models are subject to the risks of the underlyingfunds, which can be a mix of stocks/stock funds and bonds/bond funds. For moreinformation, please refer to the fund prospectus and/or disclosure document.





Gross:Net:

0.38%0.38%


This investment option may be most appropriate for someone with a high priorityfor capital growth and willing to accept a greater degree of risk. The investor mayhave a medium to long investment horizon, or may prefer to take less risk than moreaggressive investors. Investors choosing this option want to invest in a mixtureof diverse investments suiting their needs but may not have the time, desire, orknowledge to select their own portfolios. The date in a target date fund's namerepresents an approximate date when an investor is expected to retire (which isassumed to be at age 65) and/or begins withdrawing money. The principal value ofthe funds is not guaranteed at any time, including the target date. Asset allocation andbalanced investment options and models are subject to the risks of the underlyingfunds, which can be a mix of stocks/stock funds and bonds/bond funds. For moreinformation, please refer to the fund prospectus and/or disclosure document.





Gross:Net:

0.38%0.38%


This investment option may be most appropriate for someone with a high priority forcapital growth and willing to accept a greater degree of risk. The investor is comfortablewith the ups and downs of the market and has a long investment horizon. Investorschoosing this option want to invest in a mixture of diverse investments suiting their needsbut may not have the time, desire, or knowledge to select their own portfolios. The date ina target date fund’s name represents an approximate date when an investor is expectedto retire (which is assumed to be at age 65) and/or begins withdrawing money. Theprincipal value of the funds is not guaranteed at any time, including the target date. Assetallocation and balanced investment options and models are subject to the risks of theunderlying funds, which can be a mix of stocks/stock funds and bonds/bond funds. Formore information, please refer to the fund prospectus and/or disclosure document.


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Gross:Net:

0.38%0.38%


This investment option may be most appropriate for someone with a high priorityfor capital growth and willing to accept a greater degree of risk. The investor mayhave a long investment horizon, or may prefer to take less risk than more aggressiveinvestors. Investors choosing this option want to invest in a mixture of diverseinvestments suiting their needs but may not have the time, desire, or knowledgeto select their own portfolios. The date in a target date fund's name represents anapproximate date when an investor is expected to retire (which is assumed to be atage 65) and/or begins withdrawing money. The principal value of the funds is notguaranteed at any time, including the target date. Asset allocation and balancedinvestment options and models are subject to the risks of the underlying funds, whichcan be a mix of stocks/stock funds and bonds/bond funds. For more information,please refer to the fund prospectus and/or disclosure document.





Gross:Net:

0.38%0.38%


This investment option may be most appropriate for someone with a high priorityfor capital growth and willing to accept a greater degree of risk. The investor iscomfortable with the ups and downs of the market and has a long investment horizon.Investors choosing this option want to invest in a mixture of diverse investmentssuiting their needs but may not have the time, desire, or knowledge to select theirown portfolios. The date in a target date fund’s name represents an approximatedate when an investor is expected to retire (which is assumed to be at age 65) and/orbegins withdrawing money. The principal value of the funds is not guaranteed at anytime, including the target date. Asset allocation and balanced investment options andmodels are subject to the risks of the underlying funds, which can be a mix of stocks/stock funds and bonds/bond funds. For more information, please refer to the fundprospectus and/or disclosure document.


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Gross:Net:

0.38%0.38%


This investment option may be most appropriate for someone with a high priorityfor capital growth and willing to accept a greater degree of risk. The investor iscomfortable with the ups and downs of the market and has a long investment horizon.Investors choosing this option want to invest in a mixture of diverse investmentssuiting their needs but may not have the time, desire, or knowledge to select theirown portfolios. The date in a target date fund’s name represents an approximatedate when an investor is expected to retire (which is assumed to be at age 65) and/orbegins withdrawing money. The principal value of the funds is not guaranteed at anytime, including the target date. Asset allocation and balanced investment options andmodels are subject to the risks of the underlying funds, which can be a mix of stocks/stock funds and bonds/bond funds. For more information, please refer to the fundprospectus and/or disclosure document.

T Rowe Price RetirementBalanced Tr-C


The Trust seeks to provide the highest total return over time consistent with anemphasis on both capital growth and income. The Trust invests in underlyingcommingled T. Rowe Price Trusts, each one emphasizing a different market sector.The Trust has a neutral allocation which will remain constant at approximately 40%stocks and 60% bond investments.


Gross:Net:

0.38%0.38%


The investment may be most appropriate for someone who places a high priority oninvestment stability, with a lesser degree of risk and willing to accept a lower potentialreturn. The investor may be approaching retirement, may have a short investmenthorizon, or may prefer to take less risk than other investors. Generally, investors choosingthis option want to invest in a mixture of diverse investments suiting their needs but maynot have the time, desire, or knowledge to select and manage their own portfolio. Assetallocation and balanced investment options and models are subject to the risks of theunderlying funds, which can be a mix of stocks/stock funds and bonds/bond funds. Formore information, see the prospectus and/or disclosure documents.

T. Rowe PriceRetirement 2005 Tr-C




Gross:Net:

0.38%0.38%


This investment option may be most appropriate for someone with a preference forsome principal security and income but also willing to take some risk to achieve higherpotential returns. The investor may be in or approaching retirement or may prefer totake less risk than other investors. Investors choosing this option want to invest in amixture of diverse investments suiting their needs but may not have the time, desire, orknowledge to select and manage their own portfolios. The date in a target date fund’sname represents an approximate date when an investor is expected to retire (whichis assumed to be at age 65) and/or begins withdrawing money. The principal valueof the funds is not guaranteed at any time, including the target date. Asset allocationand balanced investment options and models are subject to the risks of the underlyingfunds, which can be a mix of stocks/stock funds and bonds/bond funds. For moreinformation, please refer to the fund prospectus and/or disclosure document.


01:091018 IN02 GP00EV ID:

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T. Rowe PriceRetirement 2010 Tr-C




Gross:Net:

0.38%0.38%


This investment option may be most appropriate for someone with a preference forsome principal security and income but also willing to take some risk to achieve higherpotential returns. The investor may be in or approaching retirement or may prefer totake less risk than other investors. Investors choosing this option want to invest in amixture of diverse investments suiting their needs but may not have the time, desire, orknowledge to select and manage their own portfolios. The date in a target date fund’sname represents an approximate date when an investor is expected to retire (whichis assumed to be at age 65) and/or begins withdrawing money. The principal valueof the funds is not guaranteed at any time, including the target date. Asset allocationand balanced investment options and models are subject to the risks of the underlyingfunds, which can be a mix of stocks/stock funds and bonds/bond funds. For moreinformation, please refer to the fund prospectus and/or disclosure document.

If you do not direct the investment of your account, your account will be invested in a Plan QDIA as determined by thePlan Administrator or other designated Plan investment fiduciary. Participant accounts are directed into a Plan QDIAbased on information reflected in the Plan's records, including, but are not limited to, anticipated retirement date, date ofbirth initially received at the time of default and/or risk profile, as applicable. Should you have further questions regardingthe QDIA investment fund selection process, please contact your Plan Administrator.More detailed information about the investment funds may be available in the prospectus, if applicable, which you canget by logging onto the Plan web site. In addition, you can find out more about the Plan in other documents, including thePlan's Summary Plan Description (SPD) and any Summary of Material Modifications (SMM).You can change how your Plan account is invested, among the Plan's offered investment funds, by either:

• logging onto the web site www.riteaid401k.com and following the online instructions, or• by accessing your account using the automated phone system 1-833-300-401K.

Please consider the investment objectives, risks, fees and expenses carefully before investing. The prospectus contains this and other information about the investment options. Depending on the investment options offered in your plan, your registered representative can provide you with prospectuses for any mutual funds; any applicable annuity contracts and the annuity's underlying funds; and/or disclosure documents for investment options exempt from SEC registration. Please read them carefully before investing.Core securities, when offered, are offered through GWFS Equities, Inc. and/or other broker dealers. GWFS Equities, Inc., Member FINRA/SIPC, is a wholly owned subsidiary of Great-West Life & Annuity Insurance Company.Empower Retirement refers to the products and services offered in the retirement markets by Great-West Life & Annuity Insurance Company, Corporate Headquarters: Greenwood Village, CO; Great-West Life & Annuity Insurance Company of New York, Home Office: NY, NY, and their subsidiaries and affiliates. The trademarks, logos, service marks and design elements used are owned by their respective owners and are used by permission.Representatives of Empower Retirement do not offer or provide investment, fiduciary, financial, legal or tax advice or act in a fiduciary capacity for any client unless explicitly described in writing. Please consult with your investment advisor, attorney and/or tax advisor as needed.Funds may impose redemption fees and/or transfer restrictions if assets are held for less than the published holding period.Not a Deposit. Not FDIC Insured. Not Bank Guaranteed. Funds May Lose Value. Not Insured by Any Federal Government Agency.Although data is gathered from reliable sources, including but not limited to Morningstar, Inc., the completeness or accuracy of the data shown cannot be guaranteed. Where data obtained from Morningstar, ©2018 Morningstar, Inc. All rights reserved. The data: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.©2019 Great-West Life & Annuity Insurance Company. All rights reserved. RO719444-0219

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