EXHIBIT 10.41

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                          FOODARAMA SUPERMARKETS, INC.

                POST-2004 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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                         Effective Date: January 1, 2005


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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                                    12

Article VI             Pre-Retirement Death Benefits                    14

Article VII            Administration of the Plan                       15

Article VIII           Amendment and Termination                        20

Article IX             Miscellaneous                                    21

Appendix A                                                              27

Appendix B                                                              28


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                                    Article I

                        Name, Effective Date and Purpose

Section 1.01 -- Name

      The name of the Plan is "Foodarama Supermarkets, Inc. Post-2004
Supplemental Executive Retirement Plan," hereinafter referred to as the "Plan".

Section 1.02 -- Effective Date

      The effective date of the Plan is January 1, 2005

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 Normal Retirement Age 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


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      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;

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

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

      (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.


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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.

Section 2.08 -- Disabled

      Shall mean any definitely determinable physical or mental condition which
is expected to result in death, or can be expected to last for at least 12
continuous months and as a result of which the Participant receives income
replacement benefits under the Employer's accident and health plan for a period
of at least 3 months. If the Participant is not covered under an Employer
sponsored accident and health plan, disability shall be determined based on a
Participant's 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 -- Final Average Earnings

      Shall mean the annual average of the Participant's Earnings (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
"Earnings" shall mean the sum of the cash compensation paid to the Participant
relating solely to base salary and annual bonuses paid pursuant to the Foodarama
Supermarkets, Inc. Incentive Compensation Plan. Furthermore, prior to the
adoption of the Plan "Earnings" shall also include additional cash compensation
paid to the Participant relating to the performance of weekend duties.

Section 2.12 -- Founder

      Shall mean Joseph J. Saker.

Section 2.13 -- 401(k) Plan

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


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Section 2.14 -- Late Retirement Date

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

Section 2.15 -- Normal Retirement Age

      For an Employee who was a Participant in the Prior Plan, shall mean the
attainment of age sixty-five (65). For an Employee who was not a Participant in
the Prior Plan and who first becomes a Participant (as defined in Section 3.01)
on or after the Effective Date, shall mean the attainment of the age at which
Social Security benefits are payable without reduction for early retirement.

Section 2.16 -- Normal Retirement Date

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

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. Post-2004 Supplemental
Executive Retirement Plan as set forth herein.

Section 2.21 -- Plan Administrator

      Shall mean the Committee under the Plan.


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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.

Section 2.23 -- Prior Plan

      Shall mean the Foodarama Supermarkets, Inc. Supplemental Executive
Retirement Plan as restated effective December 31, 2004.

Section 2.24 -- 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.

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)
minus (f) 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

      (f)   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:

      (g)   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 provisions of the Prior Plan, then this benefit shall be paid
            solely from the Prior Plan.

      (h)   The vested benefit payable under Section 4.01 of the Prior Plan,
            based on Final Average Earnings as of December 31, 2004.

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 and further offset by any Disability
Benefit payable under Section 4.02 of the Prior Plan, based on Final Average
Earnings as of December 31, 2004.

      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.

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


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            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 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.

      (c)   The Participant, directly or indirectly, either for himself or for
            any other person, partnership, corporation or company, owns,
            manages, controls, participates in, consults with, renders service
            for, permits his name to be used, or in any other manner engages in
            any business or enterprise which competes with the business of the
            Employer, as now or hereafter conducted without the prior written
            consent of the Employer. For purposes of this Plan, the term
            "participate" includes any direct or indirect interest in any
            enterprise, whether as an officer, director, employee, partner, sole
            proprietor, agent, representative, independent contractor, seller,
            franchisee, creditor or owner; provided, that the foregoing
            activities shall not include passive ownership of less than 1% of
            the stock of a publicly held corporation whose stock is traded on a
            national securities exchange or in the over the counter market. If
            at any time the Participant violates this provision, the obligation
            of the Employer to make any future payments to the Participant or
            his beneficiaries under the Plan shall immediately terminate.


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                                    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

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

      (e)   The later of the Participant's

            (iii) Normal Retirement Date; or

            (iv)  Late Retirement Date

      Notwithstanding the foregoing, with respect to a Participant who is Key
Employee under Section 416 of the Code, distribution of benefits under (a) or
(c) above shall begin on the first day of the month coincident with or following
the six month anniversary of this termination of employment. At that time,
retroactive payments shall be issued equal to the sum of payments that otherwise
would have been payable effective on the first day of the month coincident with
or following his termination of employment.

      Notwithstanding the foregoing, should Section 5.01(c) conflict with any
subsequent guidance issued by the Internal Revenue Service under Section 409A of
the Code, then payment of benefits will commence at the latest date permitted
under such guidance.

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 sum using Actuarial
Equivalencies for lump sum payments.


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                                   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), (d) and
(f) 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.


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                                   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 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


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

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.


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      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 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 its 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 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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                                   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.

      (iv)  Form of Distribution - The Founder shall receive his benefit,
            calculated in accordance with Sections 4.01(a) though 4.01(d), and
            offset by the amount in 4.01(f), 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. The benefit
            provided in Section 4.01(e) of this Plan shall not be payable to
            either the Founder or to Gloria Saker. 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


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            respective deaths.

      (v)   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 Sections 4.01(a) though
            4.01(d), offset by the amount in 4.01(f), 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), (d) and (f) 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. The benefit provided in Section
            4.01(e) of this Plan shall not be payable to Gloria Saker.

            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.

Section 9.14 - Section 409A of the Code

      Should any provision of the Plan be in conflict with Section 409A of the
Code, then the Plan shall be interpreted to follow and/or follow Section 409A of
the Code.


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

Attest:                                    FOODARAMA SUPERMARKETS, INC.


By: _________________________              By:__________________________________


                                              __________________________________

                                                            Title


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<PAGE>

                                   APPENDIX A

                                PLAN PARTICIPANTS

Participants in the Prior Plan:

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

Participants on and after January 1, 2005:


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<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.


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