BON TON STORES INC
FORM OF RESTRICTED STOCK UNIT AGREEMENT
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<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>w15158exv10w4.txt
<DESCRIPTION>FORM OF RESTRICTED STOCK UNIT AGREEMENT
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                                                                    EXHIBIT 10.4



                            THE BON-TON STORES, INC.

                         RESTRICTED STOCK UNIT AGREEMENT

     This is a Restricted Stock Unit Agreement dated as of ____________
("Agreement"), between The Bon-Ton Stores, Inc. (the "Company") and the
undersigned ("Grantee"). This Agreement is entered into pursuant to the
provisions of The Bon-Ton Stores, Inc. 2000 Stock Incentive Plan (the "Plan") in
connection with Grantee's services as a member of the Company's Board of
Directors and is intended to constitute an Award under the Plan, on the terms
and conditions set forth herein, and subject to the terms, conditions and
limitations of the Plan. Except as otherwise specifically provided herein, or as
may be required by the context, all capitalized terms used herein are used with
the same meaning as is set forth in the Plan.

     1. Definitions. As used herein:


          (a) "Date of Grant" means ______________, the date on which the
Company has awarded this Restricted Stock Unit.

          (b) "Restricted Stock Unit" means a right to receive a Share pursuant
to the terms of this Agreement, and consistent with the provisions of the Plan

          (c) "Share Distribution Date" means the earlier of the first
anniversary of the date as of which Grantee's service as a member of the Board
of Directors terminates for any reason or the date of a Change of Control.

          (d) "Vesting Date" means the last day of the fiscal year of the
Company during which occurs the Date of Grant.

     2. Grant of Restricted Stock Units. Subject to the terms and conditions set
forth herein and in the Plan, the Company grants to Grantee _______________
Restricted Stock Units, each of which corresponds to a single Share, to be
delivered to Grantee (or Grantee's personal representative, heir or legatee in
the event of Grantee's death or incapacity) on the Share Distribution Date.

     3. Restrictions on Restricted Stock Units. Grantee shall not be permitted
to sell, transfer, pledge or assign any Restricted Stock Units at any time.
Grantee's rights with respect to the Restricted Stock Units granted subject to
this Agreement shall be to receive the Shares corresponding to such Restricted
Stock Units on the Share Distribution Date.

     4. Vesting. The Restricted Stock Units subject to this Agreement shall
become fully vested on the Vesting Date if Grantee has remained as a member of
the Board of Directors continuously through the Vesting Date. If Grantee has
terminated service as a member of the Board of Directors prior to the Vesting
Date, a portion of the Restricted Stock Units subject to this Agreement shall
become vested, such portion being determined by multiplying the number
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of Restricted Stock Units subject to this agreement by a fraction, the numerator
of which is the number of full months that Grantee was a member of the Board of
Directors during the fiscal year during which the Date of Grant occurs, and the
denominator of which is twelve (12).

     5. Forfeiture of Restricted Stock Units. Any Restricted Stock Units that
are not treated as having become vested as of the Vesting Date shall be
forfeited.

     6. Distribution of Shares. The Restricted Stock Units that are treated as
vested as of the Vesting Date shall entitle Grantee to receive a corresponding
number of Shares as of the Share Distribution Date, such Shares to be fully
vested and transferable as of such date, and are treated as issued in redemption
of Grantee's rights attributable to the Restricted Stock Units granted hereby.

     7. Rights of Grantee. Grantee shall not be treated as owning the Shares
that correspond to the Restricted Stock Units unless and until the Shares are
transferred to Grantee as of the Share Distribution Date, and shall have none of
the rights associated with ownership of such Shares prior to such date.
Notwithstanding the foregoing, Grantee shall be entitled to receive payments
that represent dividend equivalent amounts from the Company that shall be
payable at the same times and in the same amounts as dividends that would have
been payable if Shares rather than Restricted Stock Units had been granted to
Grantee as of the Date of Grant.

     8. Certain Adjustments. In the event there is a change in the
capitalization of the Company, Grantee's rights to receive a distribution of
Shares on the Share Distribution Date shall be modified in a manner consistent
with the provision of Section 11 of the Plan.

     9. Change of Control of Company. In the event of a Change of Control, the
Restricted Stock Units subject to this Agreement shall immediately become fully
vested, and the Shares corresponding to such Restricted Stock Units shall be
distributed as soon as practicable following the Change of Control; provided,
however, that, in the event any modification to the Internal Revenue Code of
1986, as amended (the "Code") is enacted into law that would be applicable to
the distribution of stock contemplated in this Section 9 and that would impose a
tax penalty or additional tax liability by reason of such distribution being
made within a specified period following a Change of Control, such distribution
shall be deferred, if possible, to the extent necessary to avoid such tax
penalty or additional tax.

     10. Notices. Any notice to be given to the Company shall be addressed to
the Controller of the Company at its principal executive office, and any notice
to be given to Grantee shall be addressed to Grantee at the address then
appearing on the records of the Company, or at such other address as either
party hereafter may designate in writing to the other. Any such notice shall be
deemed to have been duly given when personally delivered, by courier service
such as Federal Express, or by other messenger, or when deposited in the United
States mail, addressed as aforesaid, registered or certified mail, and with
proper postage and registration or certification fees prepaid.

     11. Securities Laws. The Committee may from time to time impose any
conditions on the Restricted Stock Units or on the distribution of Shares as it
deems necessary or advisable



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to ensure that all rights granted under the Plan satisfy the conditions of Rule
16b-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended.

     12. Delivery of Shares. Upon the Share Distribution Date, the Company shall
notify Grantee (or Grantee's personal representative, heir or legatee in the
event of Grantee's death or incapacity) that the Shares corresponding to
Grantee's Restricted Stock Units are distributable and shall, upon request by
Grantee (or Grantee's personal representative, heir or legatee in the event of
Grantee's death or incapacity) deliver a certificate for such Shares without any
legend or restrictions, except for such restrictions as may be imposed by the
Committee, in its sole judgment, under Paragraph 11. The Committee may condition
delivery of certificates for Shares upon the prior receipt from Grantee of any
undertakings which it may determine are required to assure that the certificates
are being issued in compliance with federal and state securities laws. The right
to payment of any fractional Shares shall be satisfied in cash, measured by the
product of the fractional amount times the Fair Market Value of a share on the
Vesting Date.

     13. Administration. This grant of Restricted Stock Units has been made
pursuant to and is subject to the terms and provisions of the Plan. All
questions of interpretation and application of the Plan and this Award shall be
determined by the Committee. The Committee's determination shall be final,
binding and conclusive.

     14. No Affect on Service as a Member of the Board of Directors. Nothing
herein contained shall affect the right of the Board of Directors to terminate
Grantee's service as a member.

     15. Governing Law. The validity, performance, construction and effect of
this Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania, without giving effect to principles of conflicts of law.

     IN WITNESS WHEREOF, the Company and Grantee have entered into this
Agreement on the day and year first above written.

                                           THE BON-TON STORES, INC.


                                           By: ____________________________




                                           ACKNOWLEDGED:

                                           ___________________________________



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