EXHIBIT 10.40

                                   - - oOo - -

                          FOODARAMA SUPERMARKETS, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                   - - oOo - -

                       Restatement Date: December 31, 2004


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                                Table of Contents

Section                                  Title                             Page

Article I           Name, Effective Date and Purpose                          1

Article II          Definitions                                               2

Article III         Eligibility and Participation                             7

Article IV          Determination of Benefits                                 8

Article V           Distributions                                            11

Article VI          Pre-Retirement Death Benefits                            12

Article VII         Administration of the Plan                               13

Article VIII        Amendment and Termination                                17

Article IX          Miscellaneous                                            18

Appendix A                                                                   24

Appendix B                                                                   25


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                                    Article I
                        Name, Effective Date and Purpose

Section 1.01 -- Name

      The name of the Plan is "Foodarama Supermarkets, Inc. Supplemental
Executive Retirement Plan," hereinafter referred to as the "Plan".

Section 1.02 -- Effective Date

      The effective date of the Plan is January 17, 1989, first restated
effective January 1, 1998 and now further restated effective December 31, 2004.
The Plan is frozen as of December 31, 2004 and benefits will not increase after
that date. Any vested benefits under the Plan as of December 31, 2004 shall be
considered "grandfathered" pursuant to Section 409A of the Code.


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Section 1.03 -- Purpose

      The purpose of the Plan is to provide a select group of management
employees the incentive to remain in employment until age sixty-five (65) by
providing additional benefit security to the employee through the provision of
supplemental retirement benefits, supplemental pre-retirement death benefits,
and supplemental disability benefits.

                                   Article II

                                   Definitions

Section 2.01 -- Actuarial Equivalent

      For Participants and beneficiaries shall be determined using the 1983
Group Annuity Mortality Table blended fifty percent (50%) males and fifty
percent (50%) females, assuming a rate of investment return of eight percent
(8%) compounded annually.

Section 2.02 -- Beneficiary

      Shall mean the individual designated by the Participant to receive any
Pre-retirement Death Benefits or to be a contingent beneficiary for Retirement
Benefits under the Plan.

Section 2.03 -- Board

      Shall mean the Board of Directors of the Employer.

Section 2.04 -- Cause

      Shall mean that the Participant has engaged in any act of willful
misconduct during the course of his employment with the Employer in the
reasonable determination of the Committee, including, but not limited to,
having:

      (a)   Committed an intentional act of fraud, embezzlement, or theft in
            connection with Participant's duties or in the course of his
            employment with Employer;

      (b)   Caused intentional wrongful damage to property of Employer in the
            course of his employment with Employer; or

      (c)   Engaged in any gross misconduct in the course of his employment with
            Employer.


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      (Provided, that with respect to any of the acts described in the preceding
subparagraphs (a) through (c), such act shall have been materially harmful to
Employer). For purposes of this Plan, an act or omission on the part of the
Participant shall be deemed "intentional" if it was not due primarily to an
error in judgment or negligence and was done by a Participant not in good faith
and without reasonable belief that the act or omission was in the best interests
of Employer.

Section 2.05 -- Change of Control

      Shall mean the purchase or acquisition by any person, entity or group of
persons, within the meaning of Section 13(d) or 14(d) of the Securities Exchange
Act of 1934 ("Act"), or any comparable successor provisions, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Act) of more
than 50% of the outstanding shares of common stock or the combined voting power
of Employer's then outstanding voting securities entitled to vote generally, in
or at the election of the directors or the approval by the stockholders of the
Employer of a reorganization, merger, or consolidation, in each case, with
respect to which persons who were stockholders of Employer immediately prior to
such reorganization, merger or consolidation do not, immediately thereafter, own
more than 50 percent of the combined voting power entitled to vote generally in
the election of directors of the reorganized, merged or consolidated Employer's
then outstanding securities, or a liquidation or dissolution of Employer or of
the sale of all or substantially all of Employer's assets.

Section 2.06 -- Code

      Shall mean the Internal Revenue Code of 1986 as amended from time to time.

Section 2.07 -- Committee

      Shall mean the Committee established under the provisions of Article VII.


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Section 2.08 -- Disabled

      Shall mean a physical or mental condition which renders the Participant
incapable of continuing his usual and customary duties with the Employer and can
be expected to result in death or be of a long, continued and indefinite
duration. Disability shall be determined as qualification for Social Security
disability benefits.

Section 2.09 -- Employee

      Shall mean any full-time person who is employed by the Employer.

Section 2.10 -- Employer

      Shall mean Foodarama Supermarkets, Inc.

Section 2.11 -- 401(k) Plan

      Shall mean the Foodarama Supermarkets, Inc. 401(k) Savings Plan.

Section 2.12 -- Founder

      Shall mean Joseph J. Saker.

Section 2.13 -- Final Average Earnings

      Shall mean the annual average of the Participant's Annual Compensation (as
defined in the following sentence) received during any sixty (60) consecutive
calendar months prior to his retirement which produces the highest average. The
term "Annual Compensation" shall mean the total compensation paid to the
Participant by the Employer during any year as reported or reportable on
Internal Revenue Service Form W-2, Box 1 or such successor box which describes
"wages, tips and other compensation," increased by (i) elected deferrals under
the Employer's 401(k) plan; (ii) elected deferrals under the Employer's
"cafeteria plan," including, without limitation, deferrals for medical/dental
insurance premiums, medical expenses and child care; and (iii) compensation paid
pursuant to workers' compensation or disability insurance which is not otherwise
reported on Form W-2, Box 1; and decreased by (i) income attributable to excess
employer paid life insurance; and (ii) income attributable to and resulting from
the award of any equity based incentive by the Employer to the Participant or
the sale of any such equity award by the Participant, including, without


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limitation, income attributable to or resulting from the exercise of stock
options or stock performance units granted by the Employer to the Participant or
assigned to the Participant by other than the Employer or the sale of shares of
stock acquired pursuant to the exercise of any such option. For purposes of
computing the annual average of the Participant's Annual Compensation, if
compensation is prorated for a portion of the first calendar year measured in
such computation, then any bonus or incentive compensation paid to the
Participant in such year shall be excluded for purposes of computing the
Participant's prorated Annual Compensation for such year.

      By way of example, assume that a Participant has elected to retire on
October 1, 2002, and that his Annual Compensation for the ten (10) year period
preceding his retirement is as set forth below and that the Participant was paid
bonus or incentive compensation of $10,000 in each of calendar years 1997, 1998,
1999, 2000, 2001 and 2002.

----------------------------------------------------------------------------
            Calendar Year                          Annual Compensation
----------------------------------------------------------------------------
                1991                                    $  90,000
----------------------------------------------------------------------------
                1992                                       94,000
----------------------------------------------------------------------------
                1993                                       98,000
----------------------------------------------------------------------------
                1994                                      102,000
----------------------------------------------------------------------------
                1995                                      106,000
----------------------------------------------------------------------------
                1996                                      110,000
----------------------------------------------------------------------------
                1997                                      114,000
----------------------------------------------------------------------------
                1998                                      118,000
----------------------------------------------------------------------------
                1999                                      128,000
----------------------------------------------------------------------------
                2000                                      132,000
----------------------------------------------------------------------------
                2001                                      136,000
----------------------------------------------------------------------------
            2002 (through                                 109,500
         September 30, 2002)
----------------------------------------------------------------------------

The annual average of the Participant's Annual Compensation received during the
sixty (60) consecutive calendar months prior to his retirement which produces
the highest average is $129,900. Such amount is determined as follows: ($26,000
for 3 months in 1997 + $118,000 + $128,000 + $132,000 + $136,000 + $109,500) / 5
= $129,900. The prorated Annual Compensation for 1997 is computed as follows:
($114,000-$10,000)=$104,000 x .25 = $26,000.

Annual Compensation earned after December 31, 2004 shall not be considered in
determining a Participant's


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<PAGE>

Final Average Earnings.

Section 2.14 -- Late Retirement Date

      Shall mean the first day of any month following Normal Retirement Date.

Section 2.15 -- Normal Retirement Date

      Shall mean the first day of the calendar month coincident or next
following the Participant's Normal Retirement Age.

Section 2.16 -- Normal Retirement Age

      Shall mean the attainment of age sixty-five (65).

Section 2.17 -- Participant

      Shall mean any Employee who has completed five (5) or more years of
employment with the Employer and has been designated as participating in the
Plan by the Board or their designee and who has a benefit that is payable under
this Plan.

Section 2.18 -- Participation Agreement

      Shall mean the Agreement under which the Board designates the
Participant's annual retirement income as a percentage of compensation and the
Participant designates his beneficiary.

Section 2.19 -- Pension Plan

      Shall mean the Foodarama Supermarkets, Inc. Pension Plan.

Section 2.20 -- Plan

      Shall mean the Foodarama Supermarkets, Inc. Supplemental Executive
Retirement Plan as set forth herein.

Section 2.21 -- Plan Administrator

      Shall mean the Committee under the Plan.

Section 2.22 -- Plan Year

      Shall mean a year which commences on the first date of January and ends on
the last day of December.


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Section 2.23 -- Vested

      Shall mean that portion of the Participant's benefit which is
non-forfeitable.

                                   Article III

                          Eligibility and Participation

Section 3.01 -- Eligibility

      An Employee of the Employer who:

      (a)   is a member of a select group of management or is a highly
            compensated Employee; and

      (b)   is specifically designated by the Board and notified by the
            Committee of their eligibility to join the Plan

shall become a Participant in the Plan as of the first day of the Plan Year in
which notification occurs subject to meeting the requirements of Section 3.02 of
the Plan.

No Employee shall become a new Participant in the Plan on or after December 31,
2004.

Section 3.02 -- Notification

      The Committee shall notify in writing each Employee whom the Board has
determined is eligible to join the Plan. Upon completion of a Participation
Agreement by the Employee, the Employee's name shall be added to Appendix A as a
Participant of the Plan.


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                                   Article IV

                            Determination of Benefits

Section 4.01 -- Amount of Supplemental Retirement Benefit

      The amount of benefit that a Participant is entitled to when he retires on
his Normal or Late Retirement date shall be equal to a - (b + c + d) plus (e)
where:

      (a)   Annual benefit percentage from the Participant's Participation
            Agreement times the Participant's Final Average Earnings;

      (b)   Annual benefit from the Pension Plan payable in the form of a one
            hundred and twenty (120) month certain and life annuity.

      (c)   Annual Employer provided benefit from the 401(k) plan. The annual
            Employer provided benefit from the 401(k) Plan shall be the
            Participant's account balance attributable to the Employer profit
            sharing and matching contributions converted to a one hundred and
            twenty (120) month certain and life annuity in accordance with
            Appendix B. In determining the Employer matching contributions, for
            purposes of this Plan it is assumed the Employee elects to defer an
            amount sufficient to receive the maximum Employer matching
            contribution defined by the 401(k) Plan; and

      (d)   The annual benefit derived from the Participant's Social Security.
            Such amount shall be the amount the Participant is actually
            receiving from Social Security upon his Normal or Late Retirement
            date. In the event the Participant has not yet begun to receive
            Social Security benefits as of his Normal or Late Retirement date,
            such amount shall be the amount that would be payable from Social
            Security starting on that date, based on the Participant's actual
            earnings history as reported by Social Security; plus:

      (e)   In addition to the monthly benefit determined under (a) through (d)
            the Participant will receive each month an allowance equal to 50% of
            the regional average monthly premium


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            required to purchase Medicare Supplement Plan J (or any
            substantially similar successor program), plus 50% of the monthly
            premium required under Medicare Part B. The premium amount shall be
            re-determined each January by the Employer based on regional rates
            for the purchase of such a program. If this benefit is vested under
            the Plan on December 31, 2004, then this entire benefit shall be
            paid solely by this Plan.

Section 4.02 -- Disability Benefits

      Should the Participant become Disabled prior to attainment of Normal
Retirement Age, the Participant shall be entitled to receive an immediate
Disability Benefit based on Final Average Earnings at the date the Participant
became Disabled. The Disability Benefit shall be the annual benefit percentage
determined pursuant to the Participant's Participation Agreement times his Final
Average Earnings offset by payments from any Employer plan of long-term
disability and Social Security payments.

      Upon the attainment of Normal Retirement Age, the Participant's annual
benefit shall be calculated pursuant to Section 4.01 of the Plan utilizing Final
Average Earnings at the time the Participant became disabled.

Section 4.03 -- Vesting

      A Participant shall vest in his benefit upon the attainment of the earlier
of becoming Disabled, in the event of death, Change of Control, or upon
attaining Normal Retirement Age. Any Participant who has terminated employment
prior to these events will not be vested and therefore have no rights to
benefits under this Plan.

      Vesting shall be determined solely based on a Participant's status as of
December 31, 2004. Only those Participants who were vested as of December 31,
2004 shall have any rights to benefits under this Plan.

Section 4.04 -- Loss of Benefits

      A Participant shall forfeit any and all benefits, including those Vested
under the Plan if:

      (a)   The Participant is terminated for Cause.

      (b)   The Participant uses trade secrets in competition with the Employer.
            In the event the Employer determines that a Participant has used or
            is using trade secrets or other confidential, secret or proprietary
            information of the Employer to compete with the


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            Employer, the Employer shall discontinue all benefit payments to or
            on behalf of the Participant effective thirty (30) days after the
            Employer gives the Participant written notice of its determination.
            Such notice shall be sent registered mail, return receipt requested,
            and shall provide the manner in which the Participant may respond to
            the Employer's determination. If, within one (1) year of the date of
            such notice, the Employer in its sole discretion determines that the
            Participant has ceased to so use such information and that future
            use of such information is not likely to cause substantial detriment
            to the Employer, the Employer, in its sole discretion, may resume
            benefit payments, but any discontinued or missed payments shall be
            forfeited.

                                    Article V

                                  Distributions

Section 5.01 -- Payment of Benefits

      A Participant shall be entitled to receive a distribution of his benefit
following termination of employment on the first day of the month coincident
with or following:

      (a)   Determination of entitlement for disability benefits

      (b)   In the event of the Participant's death

      (c)   The later of the Participant's

            (i)   Normal Retirement Date; or

            (ii)  Late Retirement Date

Section 5.02 -- Form of Distribution

      The Participant shall receive his benefit in the form of a life annuity
with one hundred and twenty (120) monthly payments guaranteed. Should the
Participant die prior to receiving one hundred and twenty (120) monthly
payments, the unpaid installments shall be paid to the Participant's
Beneficiary. If there is no designated Beneficiary, the unpaid installments
shall be paid to the Participant's estate in a lump


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<PAGE>

sum using Actuarial Equivalencies for lump sum payments.

                                   Article VI

                          Pre-Retirement Death Benefits

Section 6.01 -- Pre-Retirement Death Benefit

      If the Participant dies prior to commencement of benefits in the Plan,
then the Participant's Beneficiary shall be entitled to a pre-retirement death
benefit. The amount of benefit that the Beneficiary is entitled to upon the
death of the Participant shall be equal to fifty percent (50%) of the benefit
payable under Section 4.01 that the Participant would have received if the
Participant had retired on the day immediately before his death. For purposes of
calculating the pre-retirement death benefit, the offsets in (b), (c) and (d) in
Section 4.01 shall be calculated at the time of the Participant's death. The
Participant's Beneficiary shall receive the benefit provided in Section 4.01(e)
for a period not to exceed one hundred and twenty (120) months from the date
benefit payments commence from this plan.

Section 6.02 -- Form and Commencement of Benefit

      The Pre-Retirement Death Benefit shall commence on the first day of the
month following the Participant's death. The Pre-Retirement Death Benefit shall
be payable in one hundred and twenty (120) monthly installments. Should the
Participant's Beneficiary die prior to receiving the one hundred and twenty
(120) monthly installments, the unpaid installments shall be paid to a
designated contingent Beneficiary. If there is no designated contingent
Beneficiary, the unpaid installments shall be paid to the Beneficiary's estate
in a lump sum using the Actuarial Equivalencies for lump sum payments.

                                   Article VII

                           Administration of the Plan

Section 7.01 -- Appointment of the Committee

      The day-to-day administration of the Plan, as provided herein, including
the supervision of the


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payment of all benefits to retired Participants and their Beneficiaries, shall
be vested in and be the responsibility of the Committee which shall be the
Supplemental Executive Retirement Plan Committee of the Employer.

Section 7.02 -- Conduct of Committee Business

      The Committee shall conduct its business and hold meetings as determined
by it from time to time. A majority of the Committee shall have the power to
act, and the concurrence of any member may be by telephone, telegram or letter.
The Committee may delegate any one of its members to carry out specific duties
and to sign appropriate forms and authorizations. In carrying out its duties,
the Committee may, from time to time, employ an administrative organization and
agents and may delegate to them ministerial and limited discretionary duties as
it sees fit, and may consult with counsel, who may be counsel to the Employer.

Section 7.03 -- Committee Officers, Subcommittees, and Agents

      The Committee shall elect from its members a Chairman and shall appoint
such subcommittees as it shall deem necessary and appropriate, and may authorize
one (1) or more of its members or any agent to execute or deliver any instrument
on its behalf and do any and all other things necessary and proper in the
administration of the Plan.

Section 7.04 -- Expenses of the Committee and Plan Costs

      The expenses of administering the Plan, including the printing of
literature and forms related thereto, the disbursement of benefits thereunder,
and the compensation of administrative organizations, agents, actuary, or
counsel shall be paid by the Employer.

Section 7.05 -- Records of the Committee

      The Committee shall keep a record of all its proceedings, which shall be
open to inspection by the Employer.


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Section 7.06 -- Committee's Right to Administer and Interpret the Plan

      The Committee shall have the absolute power, discretion, and authority to
administer and interpret the Plan, to determine benefit eligibility and to adopt
such rules and regulations as in the opinion of the Committee are necessary or
advisable to implement, administer, and interpret the Plan, or to transact its
business. Such rules and regulations as adopted by the Committee shall be
binding upon any persons having an interest in or under the Plan.

Section 7.07 -- Claims Procedure

      A claim for benefits under the Plan must be made in writing to the
Committee. The applicant shall be notified in writing of any adverse decision
with respect to his claim within ninety (90) days after its submission. The
notice shall be written in a manner calculated to be understood by the applicant
and shall include:

      (a)   the specific reason or reasons for the denial;

      (b)   specific references to the pertinent Plan provisions on which the
            denial is based;

      (c)   a description of any additional material or information necessary
            for the applicant to perfect the claim and an explanation why such
            material or information is necessary;

      (d)   an explanation of the Plan's claim review procedures; and

      (e)   a statement of the applicant's right to bring civil action under
            ERISA.

      If special circumstances require an extension of time for processing the
initial claim, a written notice of the extension and the reason therefor shall
be furnished to the claimant before the end of the initial ninety (90) day
period. In no event shall such extension exceed ninety (90) days.

      In the event a claim for benefits is denied or if the applicant has had no
response to such claim within ninety (90) days of its submission, the applicant,
at the applicant's sole expense, may appeal the denial to the Committee within
sixty (60) days of the receipt of written notice of denial. In pursuing such
appeal the applicant may:

      (a)   request in writing that the Committee review the denial;

      (b)   review all relevant documents, records, and other information
            relevant to the claim; and

      (c)   submit issues and comments in writing.

      The decision on review shall be made within sixty (60) days of receipt of
the request for review, unless special circumstances require an extension of
time for processing, in which case a decision shall be rendered


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as soon as possible, but not later than one hundred twenty (120) days after
receipt of a request for review. If such an extension of time is required,
written notice of the extension shall be furnished to the claimant before the
end of the original sixty (60) day period which explains the reasons for the
extension and the date a decision is expected. The decision on review shall be
written in a manner calculated to be understood by the applicant, and shall
include:

      (a)   specific references to the pertinent Plan provisions on which such
            denial is based;

      (b)   a statement that applicants can receive free of charge copies of all
            documents, records, and other information relevant to the claim;

      (c)   a statement describing the applicant's right to bring civil action
            under ERISA; and

      (d)   a description of voluntary appeals procedures, if any, offered by
            the Plan.

Section 7.08 -- Responsibility and Authority of the Committee

      The responsibilities and authority of the Committee shall not exceed the
limitations of this Article VII. The Committee shall direct the Employer, an
insurance company, or the trustees of a rabbi trust to make payments to
Participants or Beneficiaries as provided under the Plan.

Section 7.09 -- Indemnity of the Committee

      The Employer shall indemnify and hold harmless the members of the
Committee against any and all claims, loss, damage, expense or liability arising
from any action or failure to act with respect to this Plan, except as limited
by law.

                                  Article VIII

                            Amendment and Termination

Section 8.01 -- Amendment

      The Employer, acting through it Board, reserves the right to amend the
Plan at any time. However, no amendment shall reduce the Participant's right to
the benefits defined by their Participation


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<PAGE>

Agreement upon becoming vested as of the amendment date. Any such amendment
shall be made pursuant to a resolution of the Board.

Section 8.02 -- Termination

      The Employer, acting through its Board, reserves the right to terminate
the Plan at any time. If the Board has elected to permanently cease the Plan,
the Plan shall be considered a frozen Plan and a distribution shall not be made
to a Participant until the occurrence of an event described in Section 5.01 of
the Plan. If the Pension Plan is terminated, no additional Participation
Agreement shall become part of this Plan. The Plan shall be treated as a frozen
plan unless the Board elects to terminate the Plan. If the Plan is terminated
for whatever reason, the Participant's benefit shall be paid in a lump sum
ninety (90) days after the termination of the Plan. The lump sum shall be the
Actuarial Equivalent of the Participant's benefit under the Plan as of the
Plan's termination date.


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<PAGE>

                                   Article IX

                                  Miscellaneous

Section 9.01 -- Unsecured Creditor

      Participants and their Beneficiaries, heirs and successors under this Plan
shall have solely those rights of an unsecured creditor of the Employer. Any and
all assets of the Employer shall not be deemed to be held in trust for any
Participant, their Beneficiaries, heirs and successors, nor shall any assets be
considered security for the performance of obligations of the Employer and said
assets shall at all times remain unpledged, unrestricted general assets of the
Employer. The Employer's obligation under the Plan shall be an unsecured and
unfunded promise to pay benefits at a future date.

Section 9.02 -- Unfunded Plan

      This Plan is an unfunded plan maintained to provide retirement benefits
for a select group of management and highly compensated employees. Any
Participant's benefit under the Plan is maintained for recordkeeping purposes
only and is not to be construed as funded. Notwithstanding the unfunded status
of the Plan, the Employer may establish a grantor trust pursuant to Section 677
of the Code to hold assets under the Plan.

Section 9.03 -- Non-Assignability

      The Participants and their Beneficiaries, heirs and successors shall not
have any right to commute, sell, pledge, assign, transfer or otherwise convey
the right to receive any payment under this Plan. The right to any payment of
benefits shall be non-assignable and non-transferable. Such right to payment
shall not be subject to legal process or levy of any kind.


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Section 9.04 -- Not A Contract of Employment

      The terms and conditions of this Plan shall not be deemed to constitute a
contract of employment between the Employer and the Participant. Moreover,
nothing in this Plan shall be deemed to give a Participant the right to be
retained in the service of the Employer or to interfere with the right of the
Employer to discipline or discharge him at any time.

Section 9.05 -- Successor Organizations

      The Employer agrees that it will not merge or consolidate with any other
corporation or organization, or permit its business activities to be taken over
by any other organization, unless and until the succeeding or continuing
organization or corporation assumes the rights and obligations under this Plan.
If the successor organization refuses to accept the rights and obligations of
this Plan, all benefits will vest and the Plan shall terminate prior to the
consolidation, merger or business takeover. Benefits shall be calculated and
distributed pursuant to Section 8.02 of the Plan.

Section 9.06 -- Governing Law

      Subject to the provisions of the Employer Retirement Income Security Act
of 1974 and to the extent not superseded by Federal law, the Plan shall be
construed, administered and enforced under the laws of the State of New Jersey.

Section 9.07 -- Binding Agreement

      This Plan shall be binding on the parties hereto, their heirs, executors,
administrators, and successors in interest.

Section 9.08 -- Invalidity of Certain Provisions

      If any provision of this Plan is held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision hereof and
this Plan shall be construed and enforced as if such provision had not been
included.

Section 9.09 -- Masculine, Feminine, Singular and Plural

      The masculine shall include the feminine and the singular shall include
the plural and the plural


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the singular wherever the person or entity or context shall plainly so require.

Section 9.10 -- Withholding Taxes

      The Committee shall make any appropriate arrangements to deduct from all
amounts paid under the Plan any taxes required to be withheld by any government
or governmental agency.

Section 9.11 -- Incapacity

      In the event that any Participant is unable to care for his affairs
because of illness or accident, any payment due may be paid to the Participant's
spouse, parent, brother, sister or other person deemed by the Committee to have
incurred expenses for the care of such Participant, unless a duly qualified
guardian or other legal representative has been appointed.

Section 9.12 -- Number of Counterparts

      This Plan may be executed in any number of counterparts, each of which
when duly executed by the Employer shall be deemed to be an original, but all of
which shall together constitute but one instrument, which may be evidenced by
any counterpart.

Section 9.13 - Special Benefit Adjustments

      Founder - With respect to the Founder, the following shall supersede
Sections 4.01(e), 5.02, 6.01 and 6.02 of the Plan.

      (i)   Form of Distribution - The Founder shall receive his benefit,
            calculated in accordance with Sections 4.01(a) though 4.01(d), in
            the form of a joint and contingent survivor pension payable to and
            during the lifetime of the retired Founder with the provision that
            following his death after commencement of benefits in the Plan, such
            benefit shall continue to be paid to and during the lifetime of
            Gloria Saker, should she survive the Founder, at the same rate. No
            benefit shall be payable to any Beneficiary or to the Founder's
            estate, regardless of the number of monthly payments received by the
            Founder and Gloria Saker prior to their respective deaths.

      (ii)  Supplemental Health Coverage - In lieu of the benefit provided in
            Section 4.01(e), the


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<PAGE>

            Founder and Gloria Saker shall receive, for their respective
            lifetimes, all premiums for supplemental medical insurance for
            purposes of supplementing Medicare primary coverage and a family
            dental insurance policy. This benefit is fully vested under this
            Plan and shall be paid solely by this Plan.

      (iii) Pre-Retirement Death Benefit - If the Founder dies prior to
            commencement of benefits in the Plan, then Gloria Saker, should she
            survive the Founder, shall be entitled to a pre-retirement death
            benefit. The amount of the benefit shall be equal to one hundred
            percent (100%) of the benefit payable under Section 4.01 that the
            Founder would have received if the Founder had retired on the day
            immediately before his death. For purposes of calculating the
            pre-retirement death benefit, the offsets in (b), (c) and (d) in
            Section 4.01 shall be calculated at the time of the Founder's death.
            The pre-retirement death benefit shall commence on the first day of
            the month following the Founder's death and shall be payable to and
            during the lifetime of Gloria Saker. In lieu of the benefit provided
            in Section 4.01(e), Gloria Saker shall be entitled to the benefit
            described in Section 9.13(ii), commencing at the same time as her
            pre-retirement death benefit and lasting for her lifetime.

            In the event Gloria Saker does not survive the Founder, no benefit
            shall be payable to any Beneficiary or to the Founder's estate.
            Furthermore, no benefit shall be payable to any Beneficiary or to
            the Founder's estate following the death of Gloria Saker, regardless
            of the number of monthly payments received by Gloria Saker prior to
            her death.


                                      E-43
<PAGE>

      IN WITNESS WHEREOF, This Plan has been adopted this ______________ day of
_____________________, 2005.

Attest:                                     FOODARAMA SUPERMARKETS, INC.


By: _________________________               By:_________________________________


                                               _________________________________
                                                          Title


                                      E-44
<PAGE>

                                   APPENDIX A

                                PLAN PARTICIPANTS

Emory Altobelli
James Felton
H. James Krasner, Jr.
Carl Montanaro
Anthony Popolillo
Joseph J. Saker
Thomas Saker
Joseph J. Saker, Jr.
Richard Saker
Michael Shapiro
Robert V. Spires
Joseph C. Troilo
Edward Turkot


                                      E-45
<PAGE>

                                   APPENDIX B

              DEFINED CONTRIBUTION PLAN ANNUITY CONVERSION FACTORS

           ---------------------------------------------------------------
                  Age          Factor               Age        Factor
                  ---          ------               ---        ------

                  45             6.83%              61          8.33%
                  46             6.89%              62          8.48%
                  47             6.95%              63          8.63%
                  48             7.02%              64          8.79%
                  49             7.09%              65          8.96%
                  50             7.16%              66          9.14%
                  51             7.24%              67          9.32%
                  52             7.32%              68          9.51%
                  53             7.41%              69          9.70%
                  54             7.50%              70          8.89%
                  55             7.60%              71         10.09%
                  56             7.71%              72         10.30%
                  57             7.82%              73         10.50%
                  58             7.94%              74         10.70%
                  59             8.06%              75         10.90%
                  60             8.19%

           ---------------------------------------------------------------

Basis: 1983 Group Annuity Mortality Table (50% male)
       Interest = 6%

To convert the balance of employer-provided 401(k) matching and profit sharing
contributions to an annual annuity, payable for the participant's life with 120
payments guaranteed, multiply the balance by these factors. The Supplemental
Executive Retirement Plan benefit must be offset by this annuity.

For example, for each $1,000 in the balance at age 65, reduce the annual
Supplemental Executive Retirement Plan benefit by $89.60.


                                      E-46