Exhibit 10.27

FINAL EXECUTION COPY

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AGREEMENT,dated July 31, 2002 (the "Effective Date"),
is made by and between Duane Reade Inc., a Delaware corporation (the "Company"), and Anthony Cuti (the
"Executive").

RECITALS:

A.    The
Company and the Executive are currently parties to an employment agreement dated October 27, 1997, as amended on March 13, 2000, May 21, 2001 and
June 16, 2002 (the "1997 Employment Agreement"), under which the Executive serves as the Chairman of the Board, President and Chief Executive
Officer of the Company.

B.    The
Executive and the Company agreed prior to January 28, 2002 to enter into a split dollar life insurance policy for the benefit of the Company and the Executive,
and in satisfaction of the Company's SERP obligations, as set forth in the 1997 Employment Agreement and this amended and restated employment agreement (the
"Agreement").

C.    The
Company desires to continue to employ the Executive and the Executive desires to continue in the employment of the Company under the terms and conditions of this
Agreement, which shall become effective as of the Effective Date.

NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

1.Certain Definitions.Whenever the following terms are used in this Agreement they shall have the meanings
given below, unless the context clearly requires otherwise. Certain terms not listed below are defined elsewhere in this Agreement.



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For
purposes of this Agreement, the Company and its Subsidiaries shall be deemed to own a majority ownership interest in a partnership, association, limited liability company or other
entity if the Company and its Subsidiaries is allocated a majority of partnership, association, limited liability company or other entity gains or losses or shall control the general partner or
managing member or managing director of such entity.

"Target Performance Level" shall mean the target performance goal upon which the Incentive Bonus shall be calculated for any year, as set
forth in Section 6(c)(i) hereof.

"Termination Date" shall mean the last day of the Executive's employment with the Company and its Subsidiaries, including, without
limitation, the last day of any Term of Employment that is not renewed for any reason.

"Term of Employment" is defined in Section 2(a).

"Threshold Performance Level" shall mean the minimum performance goal that will entitle the Executive to an Incentive Bonus for any year,
as set forth in Section 6(c)(i) hereof;provided,however, that the Threshold Performance
Level will not exceed 95% of the Target Performance Level.

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2.Employment.



3.Position and Duties.During the Term of Employment, the Executive will serve as the Chairman of the Board,
and President and Chief Executive Officer of the Company, and will have such duties, functions, responsibilities and authority as are consistent with the Executive's position as the senior executive
officer in charge of the general management, business and affairs of the Company, subject to the supervision of the Board.

4.Place of Performance.In connection with his employment during the Term of Employment, the Executive will be
based at the corporate headquarters of the Company currently located at 440 Ninth Avenue, New York, New York, but subject to relocation at the mutual written agreement of the Executive and the Board.

5.Interpretation of this Agreement.Under no circumstances shall the terms of this Agreement be interpreted to
provide the Executive with less valuable or lower compensation or less valuable or fewer benefits than were provided under the 1997 Employment Agreement as amended on or prior to June 16, 2002.

6.Compensation and Related Matters.



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| | Performance Goal Attained                                        |  | Incentive Bonus Amount
| | ---------------------------------------------------------------- |  | ----------------------
| | Less than Minimum Performance Level                              |  | $0                    
| | Minimum Performance Level but Less than Target Performance Level |  | 50% of Base Salary    
| | Target Performance Level but Less than Maximum Performance Level |  | 100% of Base Salary   
| | Maximum Performance Level or Higher                              |  | 200% of Base Salary   



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7.Terms Applicable to the DLJ Note and Company Notes.



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8.2002 Stock Option Grant.The Executive and the Company hereby acknowledge and agree that the Company has
authorized the grant to the Executive of the stock option described in this Section 8. Accordingly, to the extent that it has not yet done so, as soon as practicable after the Effective Date,
the Company shall grant the Executive a nonqualified stock option under the 1997 Equity Participation Plan of Duane Reade Holding Corp., as amended, exercisable for 282,550 shares of Common Stock (the
"2002 Option"), in accordance with the terms of this Section 8. The date of grant of the 2002 Option shall be February 13, 2002 (the
"Grant Date") and the exercise price shall be $26.65 per share. The 2002 Option will become vested with respect to 94,184 shares on the first
anniversary of the Effective Date and with respect to an additional 94,183 shares on each of the second and third anniversaries of the Grant Date. In the event that the Executive's employment is
terminated by the Company without Cause, by the Executive for Good Reason, due to the Executive's death or Disability or due to either party's failure to agree to renew the Term of Employment prior to
the third anniversary of the Grant Date, the unvested portion of the 2002 Option will become immediately vested and exercisable on the Termination Date. Any vested portion of the 2002 Option will
remain exercisable until the tenth anniversary of the Effective Date.

9.Supplemental Executive Retirement Plan.



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9.Termination.Other than by virtue of the expiration of the Term of Employment, the Executive's employment
hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:



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11.Severance Benefits/Sale of the Company.



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12.Gross-Up; Section 280G of the Code.



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13.Representations of the Executive and the Company.



14.Non-Disclosure of Confidential Information.



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15.Non-Competition and Non-Solicitation.



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16.Injunctive Relief.It is recognized and acknowledged by the Executive that a breach of the covenants
contained in Sections 14 and 15 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for
any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 14 and 15, in addition to any other remedy which may
be available at law or in equity, the Company will be entitled to specific performance and injunctive relief.

17.Assignment; Binding on Successors.This Agreement will be binding upon and inure to the benefit of the
Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. The
Executive agrees that the Company may assign its rights and obligations under this Agreement to any successor-in-interest. The Executive may assign his rights and obligations
hereunder only with the express written consent of the Company, except that the rights under this Agreement shall inure to the benefit of the Executive's heirs or assigns in the event of his death.
Except as expressly provided in this Section 17, no party may assign its rights and obligations hereunder, and any attempt to do so will be void.

18.Governing Law.This Agreement will be governed and construed in accordance with the laws of the State of New
York applicable to contracts to be performed entirely within such State and without regard to the choice of law provisions thereof.

19.Arbitration.



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20.Validity.If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is
prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision, and such provision shall be inoperative in such
state or jurisdiction and shall not be part of the consideration moving from any of the parties to any other. The invalidity or unenforceability of any provision or provisions of this Agreement will
not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.

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21.Notices.Any notice, request, claim, demand, document and other communication hereunder to any party will
be
effective upon receipt (or refusal of receipt) and will be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows:



or
at such other address as any party will have specified by notice in writing to the other parties.

22.No Mitigation.The Executive shall not be required to seek other employment in order to mitigate or reduce
the amounts payable to him pursuant to this Agreement following his termination of employment and, except as otherwise expressly set forth in this Agreement, no severance payment or other termination
benefit will be reduced in any manner after the Termination Date as a consequence of the Executive's subsequent employment.

23.Continuing Effect.Unless otherwise expressly provided herein, any provision of this Agreement that would by
its terms or natural import survive the expiration of this Agreement or the termination of the Executive's employment hereunder shall also survive. Notwithstanding the foregoing, the parties hereto
agree and intend that the provisions of Sections 5, 6(f), 7(b), 9, 11, 12, 13, 14, 15, 17 and 19 shall survive the termination of this Agreement and the termination of the Executive's employment
hereunder.

26.Counterparts.This Agreement may be executed in several counterparts, each of which will be deemed to be an
original, but all of which together will constitute one and the same Agreement.

27.Entire Agreement.The terms of this Agreement and the other documents contemplated hereby are intended by
the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or

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contemporaneous agreement. The parties further intend that this Agreement and the other documents contemplated hereby will constitute the complete and exclusive statement of its terms and that no
extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement; provided,however, that this Agreement will not limit or replace any additional right or benefit that
may be provided to the Executive pursuant to any stockholders' agreement that governs the rights of holders of Common Stock; andprovided further, that
in the event of a conflict between the terms of the Employment Agreement and any such stockholders' agreement, the terms of the agreement that are least adverse to the Executive shall govern.

28.Amendments, Waivers.This Agreement may not be modified, amended, or terminated except by an instrument in
writing, signed by the Executive and the Company. By an instrument in writing similarly executed, the Executive or the Company may waive compliance by the other party or parties with any provision of
this Agreement that such other party was or is obligated to comply with or perform;provided,however,
that such waiver will not operate as a waiver of, or estoppel with respect to, any other or subsequent failure to comply with or perform. No failure to exercise and no delay in exercising any right,
remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

| |  | THE EXECUTIVE                                         
| |  | ------------------------------------------------------
| |  | Anthony Cuti
440 Ninth Avenue
New York, New York 10001
| |  | DUANE READE INC.                                      
| |  | By:                                                   
| |  | By:                                                   

|Executive's Beneficiary: |  |                                                                                          |  | 
|------------------------ |  | ---------------------------------------------------------------------------------------- |  | 
|                         |  |                                                                                          |  | 
|                         |  | Name: Eileen Cuti
Relationship: Spouse
Address: 45 Ackerman Road; Saddle River, NJ 07458

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GRAPHIC

Office of the Chairman, President and CEO

August 12,
2002

The
Board of Directors of Duane Reade Inc.
C/O Mr. David Jaffe
Chairman of the Compensation Committee
Centre Partners
30 Rockefeller Plaza Suite 5050
New York, New York 10020

Dear
Members of the Board:

This
is to confirm that prior to July 29, 2002, I irrevocably waived and relinquished, and that I do hereby waive and relinquish any right or entitlement I had or have to the
forgiveness of any principal or interest that I owed or owe to Duane Reade Inc. or Credit Suisse First Boston with respect to any loan, note or other indebtedness that was or is currently
outstanding, including, without limitation, under the debt forgiveness provisions included in the terms of my employment agreement with Duane Reade Inc., as then and now in effect from time to
time.

| | Sincerely,                                 
| | -------------------------------------------
| | Anthony J. Cuti
Chairman, President and CEO

The Number One Drug Chain in New York
Executive Offices: 440 Ninth Avenue, New York, N.Y. 10001, Telephone 212-273-5700
Member of NACDS  National Association of Chain Drug Stores

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