BON TON STORES INC
FORM OF RESTRICTED STOCK AGREEMENT
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<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>w15158exv10w3.txt
<DESCRIPTION>FORM OF RESTRICTED STOCK AGREEMENT
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                                                                    EXHIBIT 10.3

                            THE BON-TON STORES, INC.

                           RESTRICTED STOCK AGREEMENT
                           --------------------------

     This is a Restricted Stock Agreement dated as of ____________
("Agreement"), between The Bon-Ton Stores, Inc. (the "Company") and the
undersigned ("Grantee").

     1. Definitions. As used herein:


          (a) "Date of Grant" means __________ the date on which the Company
awarded the Restricted

Stock.

          (b) "Forfeiture Date" means any date during the Restricted Period on
which Grantee's employment with the Company or an Affiliate of the Company
terminates for any reason other than as provided in Section 5 of this Agreement.

          (c) "Plan" means The Bon-Ton Stores, Inc. Amended and Restated 2000
Stock Incentive Plan, as amended from time to time.

          (d) "Restricted Period" with respect to any shares of Restricted Stock
means the period beginning on the Date of Grant and ending on the Vesting Date
for such shares.

          (e) "Vesting Date" means the earlier of: (i) the date of Grantee's
termination of employment by reason of death or disability, and (ii) the date
set as the "Vesting Date" pursuant to Paragraph 2.

     All other capitalized terms used herein shall have the meaning set forth in
the Plan.

     2. Grant of Restricted Stock. Subject to the terms and conditions set forth
herein and in the Plan, the Company grants to Grantee _______ shares of the
Company's Common Stock, par value $.01 (the "Restricted Stock"). The Restricted
Stock shall vest [on ______________.] in installments with each installment
vesting on the Vesting Date set forth below for the number of shares set across
from such Vesting Date.

                           Vesting Date                       Number of Shares
                           ------------                       ----------------
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     3. Restrictions on Restricted Stock. Subject to the terms and conditions
set forth herein and in the Plan, Grantee shall not be permitted to sell,
transfer, pledge or assign any Restricted Stock during such shares' Restricted
Period.

     4. Lapse of Restrictions. Subject to the terms and conditions set forth
herein and in the Plan, the restrictions on Restricted Stock set forth in
Paragraph 3 shall lapse on such shares' Vesting Date; provided, however, that on
such Vesting Date Grantee is, and has continuously been, an employee of the
Company or an Affiliate of the Company during such shares' Restricted Period.

     5. Forfeiture of Restricted Stock. Subject to the terms and conditions set
forth herein and in the Plan, if Grantee's employment with the Company or an
Affiliate of the Company terminates during the Restricted Period for any reason
other than death or disability, within the meaning of subsection 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"), Grantee shall forfeit
any Restricted Stock still subject to restrictions as of the Forfeiture Date.
Upon a forfeiture of any shares of Restricted Stock as provided in this
Paragraph 5, the shares of Restricted Stock so forfeited shall be reacquired by
the Company without consideration.

     6. Rights of Grantee. Except for the restrictions set forth in Paragraph 3,
during the Restricted Period Grantee shall have all of the rights of a
shareholder with respect to the Restricted Stock, including the right to vote
the Restricted Stock to the same extent that such shares could be voted if they
were not subject to the restrictions set forth in this Agreement.

     7. Change of Control of Company. In the event of a Change of Control, the
Committee may take whatever action with respect to the Restricted Stock it deems
necessary or desirable, including, without limitation, removing any restrictions
or imposing any additional restrictions on such Restricted Stock.

     8. 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 personnel records of the Company or the Affiliate of the Company by which
he or she is employed, 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.

     9. Securities Laws. The Committee may from time to time impose any
conditions on the Restricted Stock as it deems necessary or advisable 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.


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     10. Delivery of Shares. Upon a Vesting Date, the Company shall notify
Grantee (or Grantee's personal representative, heir or legatee in the event of
Grantee's death) that the restrictions on an installment of Restricted Stock
have lapsed, and shall, without payment from Grantee for such Restricted Stock,
upon such Grantee's request deliver a certificate for such Restricted Stock
without any legend or restrictions, except for such restrictions as may be
imposed by the Committee, in its sole judgment, under Paragraph 9, provided that
no certificates for shares will be delivered to Grantee (or to his or her
personal representative, heir or legatee) until appropriate arrangements have
been made with the Company for the withholding of any taxes which may be due
with respect to such shares. The Company 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.

     11. Status of Restricted Stock. The Restricted Stock is intended to
constitute property that is subject to a substantial risk of forfeiture during
the Restricted Period, and subject to federal income tax in accordance with
section 83 of the Code. Section 83 generally provides that Grantee will
recognize compensation income with respect to each installment of the Restricted
Stock on such installment's Vesting Date in an amount equal to the then fair
market value of the shares for which restrictions have lapsed. Alternatively,
Grantee may elect, pursuant to Section 83(b) of the Code, to recognize
compensation income for all or any part of the Restricted Stock at the Date of
Grant in an amount equal to the fair market value of the Restricted Stock
subject to the election on the Date of Grant. Such election must be made within
30 days of the Date of Grant and Grantee shall immediately notify the Company if
such an election is made. Grantee should consult his or her tax advisors to
determine whether a Section 83(b) election is appropriate.

     12. Administration. This Award has been granted 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.

     13. Award Not to Affect Employment. Nothing herein contained shall affect
the right of the Company or any Affiliate to terminate Grantee's employment,
services, responsibilities, duties, or authority to represent the Company or any
Affiliate at any time for any reason whatsoever.

     14. Withholding of Taxes. Whenever the Company proposes or is required to
deliver or transfer shares in connection with this Award, the Company shall have
the right to (a) require Grantee to remit to the Company an amount sufficient to
satisfy any federal, state and/or local withholding tax requirements prior to
the delivery or transfer of any certificate or certificates for such shares or
(b) take whatever action it deems necessary to protect its interest with respect
to tax liabilities.


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     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.

     16. Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

     IN WITNESS WHEREOF, the parties, intending to be legally bound, have
executed this Agreement as of the day and year first above written.


                                          THE BON-TON STORES, INC.


                                          By:_________________________






                                          ____________________________




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