<PAGE>


                                                                  Exhibit 10.52


                                                                Execution Copy

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                          STOCK PURCHASE AGREEMENT
                               by and between
                          THE GRAND UNION COMPANY
                                    and
                             ROGER STANGELAND
                                   
     
     
     
                       Dated as of February 25, 1997
                                   
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<PAGE>

                        TABLE OF CONTENTS
                                   
                                                             
                                                                          Page
     
ARTICLE I
THE PURCHASE................................................................1
     Section 1.1.   Definitions.............................................1
     Section 1.2.   Sale and Purchase of Preferred Stock....................1
     Section 1.3.   Price for Shares........................................1
     Section 1.4.   The Closing.............................................1
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY...............................2
     Section 2.1.   Organization and Qualification..........................2
     Section 2.2.   Certificate of Incorporation and By-Laws................2
     Section 2.3.   Capitalization..........................................2
     Section 2.4.   Authority Relative to this Agreement....................3
     Section 2.5.   No Conflicts............................................3
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.............................3
     Section 3.1.   Authority...............................................3
     Section 3.2.   No Conflicts............................................3
     Section 3.3.   Acquisition For Investment..............................4
     Section 3.4.   Speculative Investment..................................4
     Section 3.5.   Receipt of Reports......................................4
     Section 3.6.   Financial Condition.....................................4
     Section 3.7.   Financial Experience....................................4
     Section 3.8.   Review of Risk Factors..................................4
     Section 3.9.   Independent Investigation...............................4
     Section 3.10.  Examination of Documents................................5
     Section 3.11.  No Other Representations................................5
     Section 3.12.  Accredited Investor.....................................5
     Section 3.13.  Purchaser's Principal Residence.........................5
     Section 3.14.  Brokers or Finders......................................5
     Section 3.15.  Determination Not to Obtain Independent Counsel.........5
ARTICLE IV
ADDITIONAL AGREEMENTS.......................................................5
     Section 4.1.   Waiver of Donaldson, Lufkin & Jenrette..................5
     Section 4.2.   Consent of Banks........................................6
     Section 4.3.   Consent of Trefoil II and GEIPPPII......................6
     Section 4.4.   Consents, Approvals.....................................6
     Section 4.5.   Notification of Certain Matters.........................6
     Section 4.6.   Public Announcements....................................6

                                       i

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     Section 4.7.   Conveyance Taxes........................................7
     Section 4.8.   Consent of Board of Directors...........................7
     Section 4.9.   Election of Directors...................................7
ARTICLE V
CONDITIONS TO THE STOCK PURCHASE............................................7
     Section 5.1.   Conditions to Obligation of  Each Party to Effect
                    Any Closing.............................................7
     Section 5.2.   Additional Conditions to Obligations of the Purchaser...8
     Section 5.3.   Additional Conditions to Obligation of the Company......8
ARTICLE VI
GENERAL PROVISIONS..........................................................9
     Section 6.1.   Restrictive Legends.....................................9
     Section 6.2.   Notices.................................................10
     Section 6.3.   Certain Definitions.....................................11
     Section 6.4.   Amendment...............................................13
     Section 6.5.   Cooperation.............................................13
     Section 6.6.   Headings................................................13
     Section 6.7.   Severability............................................13
     Section 6.8.   Entire Agreement........................................13
     Section 6.9.   Assignment..............................................13
     Section 6.10.  Parties in Interest.....................................13
     Section 6.11.  Failure or Indulgence Not Waiver, Remedies
                    Cumulative..............................................13
     Section 6.12.  Governing Law...........................................14
     Section 6.13.  Counterparts............................................14
     


                                       ii

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Schedules and Exhibits
     
Schedule I     Wire Transfer Instructions
Exhibit A      Certificate of Designation
Exhibit B      Stockholder Agreement

<PAGE>


                                 
                        STOCK PURCHASE AGREEMENT
                                   
     This Stock Purchase Agreement, dated as of February 25, 1997 (this 
"Agreement"), is by and between The Grand Union Company, a Delaware 
corporation (the "Company"), and Roger Stangeland (the "Purchaser").
     
                               WITNESSETH:
                                   
     WHEREAS, the Purchaser wishes to purchase from the Company, and the 
Company wishes to sell and issue to the Purchaser (the "Stock Purchase"), an 
aggregate of Sixty Thousand (60,000) shares of the Company's Class A 
Convertible Preferred Stock, $1.00 par value per share (the "Preferred 
Stock"); and
     
     WHEREAS, the Purchaser and the Company are entering into this Agreement 
to provide for such purchase and sale and to establish various rights and 
obligations in connection therewith.
     
     NOW, THEREFORE, in consideration of the premises and the mutual 
covenants herein set forth, the parties agree as follows:
     
                                  ARTICLE I

                                 THE PURCHASE

     Section 1.1.  Definitions. Certain terms are used in this Agreement as 
specifically defined herein.  These definitions are set forth or referred to 
in Section 7.4 hereof.
     
     Section 1.2.  Sale and Purchase of Preferred Stock. Subject to the terms 
and conditions of this Agreement, and in reliance on the representations and 
warranties set forth in this Agreement, the Company hereby agrees to sell to 
the Purchaser, and the Purchaser hereby agrees to purchase from the Company, 
at a purchase price of $50.00 per share, Sixty-Thousand (60,000) shares of 
the Preferred Stock (such shares of Preferred Stock purchased hereunder, the 
"Shares") at the Closing as defined in Section 1.4 hereof.  The terms and 
conditions of the Preferred Stock are set forth in the Certificate of 
Designation filed with the Secretary of State of Delaware on September 5, 
1996, a copy of which is attached hereto as Exhibit A.

     Section 1.3.  Price for Shares. The consideration for the purchase of 
the Shares shall be Three Million Dollars ($3,000,000) (the "Purchase 
Price").  The Purchase Price will be paid at the Closing by wire transfer of 
immediately available funds to the Company's account as set forth on Schedule 
I hereto.

     Section 1.4.  The Closing. Subject to the satisfaction or waiver of the 
conditions applicable to such Closing set forth in Article V, the closing of 
the transactions contemplated by this Agreement (the "Closing"), at the 
offices of Fried, Frank, Harris, Shriver & Jacobson,


<PAGE>

350 South Grand Avenue, 32nd Floor, Los Angeles, California, on March 10, 
1997 (the "Closing Date"), unless another date, time or place is agreed to in 
writing by the parties hereto. At the Closing, the Company will deliver to 
the Purchaser a certificate (or, if requested in writing at least two 
business days prior to the Closing, certificates), registered in the 
Purchaser's name, representing the Shares, against payment of the Purchase 
Price therefor.
     
                                 ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to the Purchaser that the 
statements contained in this Article II are true and correct as of the date 
hereof, and shall remain true and correct up to and including the Closing 
Date (as though made then and as though the Closing Date were substituted for 
the date of this Agreement throughout this Article II).
     
     Section 2.1.  Organization and Qualification. The Company is a 
corporation duly organized, validly existing and in good standing under the 
laws of the State of Delaware.  The Company has the requisite corporate power 
and authority to carry on its business as it is now being conducted.
     
     Section 2.2.  Certificate of Incorporation and By-Laws.  The Company has 
heretofore furnished to the Purchaser a complete and correct copy of its 
Certificate of Incorporation and By-Laws as most recently restated and 
subsequently amended to date.
     
     Section 2.3.  Capitalization. The authorized capital stock of the 
Company consists of (A) 60,000,000 shares of Common Stock, par value $1.00 
per share ("Common Stock"), and (B) 3,500,000 shares of the Preferred Stock, 
par value $1.00 per share.  As of the date hereof, (i) 10,000,000 shares of 
Common Stock were issued and outstanding, all of which are validly issued, 
fully paid and nonassessable, and no shares of Common Stock were held in 
treasury, (ii) 1,219,701 shares of the Preferred Stock were issued and 
outstanding, all of which are validly issued, fully paid and nonassessable, 
and no shares of Preferred Stock were held in treasury, (iii) no shares of 
Common Stock were held by subsidiaries of the Company, (iv) 1,000,000 shares 
of Common Stock were reserved for future issuance pursuant to stock options 
granted or to be granted under the Company's 1995 Equity Incentive Option 
Plan or the Company's 1995 Non-Employee Directors' Stock Option Plan; (v) 
900,000 shares of Common Stock were reserved for future issuance upon the 
exercise of certain warrants pursuant to that certain Warrant Agreement 
between the Company and American Stock Transfer & Trust Company, dated as of 
June 15, 1995; (vi) 8,411,787 shares of Common Stock were authorized for 
future issuance upon the conversion of shares of Preferred Stock outstanding 
on such date; (vii) 5,517,280 shares of Common Stock are authorized for 
future issuance upon conversion of shares of Preferred Stock to be sold 
pursuant to the Stock Purchase Agreement, dated as of July 30, 1996, among 
Trefoil Capital Investors II, L.P., a Delaware limited partnership ("Trefoil 
II"), and GE Investment Private Placement Partners II, A Limited Partnership, 
a Delaware limited partnership 

                                       2

<PAGE>
("GEIPPPII") (the "July 1996 Stock
Purchase Agreement"); and (viii) 800,000 shares of Preferred
Stock were authorized for future issuance pursuant to the
terms of the July 1996 Stock Purchase Agreement.
     
     Section 2.4.  Authority Relative to this Agreement.  The Company has all 
necessary corporate power and authority to execute and deliver this 
Agreement, and the Stockholder Agreement (collectively, the "Transaction 
Documents") and to perform its obligations hereunder and thereunder and to 
consummate the transactions contemplated hereby and thereby.  The execution 
and delivery of each of the Transaction Documents by the Company and the 
consummation by the Company of the transactions contemplated thereby have 
been duly and validly authorized by all necessary corporate action, and no 
other corporate proceedings on the part of the Company are necessary to 
authorize the Transaction Documents or to consummate the transactions so 
contemplated, other than as contemplated by Section 4.3 and 4.8.
     
     Section 2.5.  No Conflicts. The execution and delivery of this Agreement 
by the Company does not, and the performance of this Agreement by the Company 
and the consummation of the transactions contemplated hereby will not:  (i) 
conflict with or violate the Certificate of Incorporation or By-Laws of the 
Company; (ii) conflict with or violate any federal, foreign, state or 
provincial law, rule, regulation, order, judgment or decree applicable to the 
Company or by which its properties are bound or affected; or (iii) result in 
any breach of or constitute a default under any material contract, agreement, 
license, permit, franchise or other instrument or obligation, to which the 
Company is a party or by which the Company or its properties are bound or 
affected, except for any conflict or violation which would not have a 
material adverse effect on the Company and its subsidiaries, taken as a whole.

                                  ARTICLE III
               REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser represents and warrants to the Company that the statements 
contained in this Article III are true and correct as of the date hereof, and 
shall remain true and correct up to and including the Closing Date (as though 
made then and as though the Closing Date were substituted for the date of 
this Agreement throughout this Article III).
     
     Section 3.1.  Authority. The Purchaser has all requisite authority and 
capacity to enter into this Agreement and to purchase the Shares.
     
     Section 3.2.  No Conflicts. The execution and delivery of this Agreement 
by the Purchaser does not, and the performance of this Agreement by the 
Purchaser and the consummation of the transactions contemplated hereby will 
not (i) conflict with or violate any federal, foreign, state or provincial 
law, rule, regulation, order, judgment or decree applicable to the Purchaser 
or by which the Purchaser's properties are bound or affected; or (ii) result 
in any breach of or constitute a default under any material contract, 
agreement, license, permit, 

                                       3

<PAGE>

franchise or other instrument or obligation, to which the Purchaser is a 
party or by which the Purchaser or his properties are bound or affected.
     
     Section 3.3.  Acquisition For Investment. The Purchaser is acquiring the 
Shares solely for investment, for the Purchaser's own account and not with a 
view to, or for resale in connection with, the distribution or other 
disposition thereof, except for such distributions and dispositions which are 
(i) explicitly permitted or contemplated under the terms of the Transaction 
Documents, as well as (ii) effected in compliance with the Securities Act of 
1933, as amended (the "Securities Act"), the rules and regulations of the 
Securities and Exchange Commission promulgated thereunder, and all applicable 
state securities and "blue sky" laws.
     
     Section 3.4.  Speculative Investment. The Purchaser understands that 
there are substantial restrictions on the transferability of the Shares under 
the Securities Act, and the rules and regulations of the Securities and 
Exchange Commission (the "SEC") thereunder, and there may never be a public 
market for the Shares and, accordingly, it may be difficult to liquidate the 
Purchaser's investment in the Company in case of emergency or otherwise.
     
     Section 3.5.  Receipt of Reports. The Purchaser currently serves as the 
Chairman and a member of the Board of Directors of the Company and, as such, 
has received reports from and other information concerning the Company. In 
connection with the transaction contemplated hereby, the Purchaser has not 
relied on financial information regarding the Company provided by the Company.
     
     Section 3.6.  Financial Condition. The Purchaser's financial situation 
is such that the Purchaser can afford to bear the economic risk of holding 
the Shares for an indefinite period of time and suffer a complete loss of the 
Purchaser's investment in the Company.
     
     Section 3.7.  Financial Experience. The Purchaser's knowledge and 
experience in financial and business matters are such that the Purchaser is 
capable of evaluating the merits and risks of the Purchaser's purchase of the 
Shares or the Purchaser has been advised by a representative possessing such 
knowledge and experience.
     
     Section 3.8.  Review of Risk Factors. The Purchaser and the Purchaser's 
representatives as deemed necessary by the Purchaser, including the 
Purchaser's professional, tax and other advisors, have reviewed the purchase 
of the Shares and the Purchaser understands and has taken cognizance of (or 
has been advised by the Purchaser's representatives as to) all the risk 
factors related to the purchase of the Shares.
     
     Section 3.9.  Independent Investigation. In making the Purchaser's 
decision to purchase the Shares, the Purchaser has relied upon independent 
investigations made by the Purchaser and, to the extent believed by the 
Purchaser to be appropriate, the Purchaser's representatives.


                                       4

<PAGE>

     Section 3.10.  Examination of Documents. The Purchaser and the 
Purchaser's representatives and advisors, if any, have been afforded the 
opportunity to examine all documents related to and, if applicable, executed 
in connection with, the Company and the transactions contemplated hereby, 
which the Purchaser or the Purchaser's representatives or advisors, if any, 
desire to examine.
     
     Section 3.11.  No Other Representations. The Company or its 
representatives have provided the Purchaser with the opportunity to ask 
questions of, and to receive answers from, the Company and its 
representatives concerning the terms and conditions of the purchase of the 
Shares.  No representations or warranties have been made to the Purchaser or 
the Purchaser's representatives concerning the Shares or the Company, its 
prospects or other matters, except as set forth in this Agreement.
     
     Section 3.12.  Accredited Investor. The Purchaser is an "accredited 
investor" within the meaning of Rule 501(a) under the Securities Act.
     
     Section 3.13.  Purchaser's Principal Residence. The Purchaser is an 
individual with a principal place of residence is located in the State of 
California.
     
     Section 3.14.  Brokers or Finders. No agent, broker, investment banker 
or other firm or person acting on behalf of the Purchaser, including any of 
the foregoing that is an affiliate of the Purchaser, is or will be entitled 
to receive any broker's or finder's fee or any other commission or similar 
fee in connection with any of the transactions contemplated by this Agreement.
     
     Section 3.15.  Determination Not to Obtain Independent Counsel. In 
connection with the Purchaser's execution of this Agreement, the Purchaser 
has been advised by the Company to obtain and consult with independent 
counsel of his choice regarding the terms and conditions of this Agreement 
and its consequences, as well as, the desirability of entering into this 
Agreement.  Notwithstanding such advice, the Purchaser has determined not to 
be represented by counsel in connection with the Stock Purchase with full 
knowledge and understanding of the risks involved with such determination.
     
                             ARTICLE IV
                         ADDITIONAL AGREEMENTS

      Section 4.1.  Waiver of Donaldson, Lufkin & Jenrette.  The Company 
shall use all reasonable efforts to obtain a written waiver (the "DLJ 
Waiver") by Donaldson, Lufkin & Jenrette Securities Corporation, of any 
placement, brokerage, finder's or other fee or commission under the DLJ 
Engagement Letter, as defined in Section 7.4(i) hereof, in connection with 
the transactions contemplated by this Agreement.


                                       5

<PAGE>


     Section 4.2.  Consent of Banks. The Company shall use all reasonable 
efforts to obtain from Bankers Trust Company, as Agent for the banks party to 
the Company Credit Agreement, a written consent of the Required Banks (as 
defined in the Company Credit Agreement) (the "Bank Consent") to the 
transactions contemplated hereby and a waiver of any defaults or required 
prepayments under the Company Credit Agreement which may be caused hereby.
     
     Section 4.3.  Consent of Trefoil II and GEIPPPII. The Company shall use 
all reasonable efforts to obtain the written consent of Trefoil II and 
GEIPPPII (the "Trefoil/GE Consent") to the Stock Purchase Agreement and the 
transactions contemplated thereby, in form and substance satisfactory to the 
Company.
     
     Section 4.4.  Consents, Approvals. The Company shall use all reasonable 
efforts to obtain all consents, waivers, approvals, authorizations or orders 
(including, without limitation, all United States and foreign governmental 
and regulatory rulings and approvals), and the Company shall make all filings 
(including, without limitation, all filings with United States and foreign 
governmental or regulatory agencies) required in connection with the 
authorization, execution and delivery of this Agreement by the Company and 
the consummation by it of the transactions contemplated hereby, in each case 
as promptly as practicable.  The Company also shall use its reasonable 
efforts to obtain all necessary state securities laws or blue sky permits and 
approvals required to carry out the transactions contemplated hereby and 
shall furnish all information as may be reasonably requested in connection 
with any such action.
     
     Section 4.5.  Notification of Certain Matters. The Company shall give 
prompt notice to the Purchaser and the Purchaser shall give prompt notice to 
the Company, of (i) the occurrence or nonoccurrence of any event the 
occurrence or nonoccurrence of which would be likely to cause any 
representation or warranty contained in this Agreement to become untrue or 
inaccurate, or (ii) any failure of the Company or the Purchaser, as the case 
may be, materially to comply with or satisfy any covenant, condition or 
agreement to be complied with or satisfied by it hereunder; provided, 
however, that the delivery of any notice pursuant to this Section shall not 
limit or otherwise affect the remedies available hereunder to the party 
receiving such notice; and provided, further, that such notice shall be 
required only if the certificates referred to in Sections 5.2(a) or 5.2(b) 
would not be able to be given if the applicable Closing were to occur on such 
date.
     
     Section 4.6.  Public Announcements. The Purchaser and the Company shall 
consult with each other before issuing any press release with respect to the 
Stock Purchase or this Agreement and shall not issue any such press release 
or make any such public statement without the prior consent of the other 
party, which consent shall not be unreasonably withheld; provided, however, 
that a party may, without the prior consent of the other party, issue such 
press release or make such public statement as may upon the advice of counsel 
be required by law or the rules and regulations of the NASDAQ National 
Market, if it has used all reasonable efforts to consult with the other party 
prior thereto, and shall promptly notify the other parties hereto thereof.


                                       6

<PAGE>


     Section 4.7.  Conveyance Taxes. The Purchaser and the Company shall 
cooperate in the preparation, execution and filing of all returns, 
questionnaires, applications, or other documents regarding any real property 
transfer or gains, sales, use, transfer, value added, stock transfer and 
stamp taxes, any transfer, recording, registration and other fees, and any 
similar taxes which become payable in connection with the transactions 
contemplated hereby that are required or permitted to be filed at or before 
the Closing.
     
     Section 4.8.  Consent of Board of Directors. The Company shall obtain 
the consent of the Board of Directors of the Company (the "Board Consent") to 
the Stock Purchase Agreement and the transactions contemplated thereby.
     
     Section 4.9.  Election of Directors. The Purchaser hereby agrees, for as 
long as a majority of the Board of Directors of the Company shall consist of 
directors designated (other than disinterested directors) by Trefoil II and 
GEIPPPII, that the Purchaser shall not exercise any right to which the 
Purchaser would otherwise be entitled pursuant to the Certificate of 
Designation to elect two directors voting separately as a class due to 
defaults in dividend payments.
     
                                ARTICLE V
                    CONDITIONS TO THE STOCK PURCHASE

     Section 5.1.  Conditions to Obligation of Each Party to Effect Any 
Closing.   The respective obligations of each party to effect any Closing of 
the Stock Purchase shall be subject to the satisfaction at or prior to the 
Closing Date of the following conditions:
     
          (a)  No Injunctions or Restraints; Illegality.  No
     temporary restraining order, preliminary or permanent
     injunction or other order issued by any court of
     competent jurisdiction or other legal restraint or
     prohibition preventing the consummation of the Stock
     Purchase shall be in effect, nor shall any proceeding
     brought by any administrative agency or commission or
     other governmental authority or instrumentality,
     domestic or foreign, seeking any of the foregoing be
     pending; and there shall not be any action taken, or
     any statute, rule, regulation or order enacted,
     entered, enforced or deemed applicable to the Stock
     Purchase, which makes the consummation of the Stock
     Purchase illegal; and
     
          (b)  Governmental Actions.  There shall not have
     been instituted, pending or threatened any action or
     proceeding (or any investigation or other inquiry that
     might result in such an action or proceeding) by any
     governmental authority or administrative agency before
     any governmental authority, administrative agency or
     court of competent jurisdiction, nor shall there be in
     effect any judgment, decree or order of any
     governmental authority, administrative agency or court
     of competent jurisdiction, in either case, seeking to
     prohibit or limit the Purchaser from exercising all
     material rights and privileges pertaining to its
     ownership of the Common Stock, or seeking to compel the


                                       7

<PAGE>


     Company or any of its subsidiaries to dispose of or
     hold separate all or any material portion of the
     business or assets of the Company or any of its
     subsidiaries, as a result of the Stock Purchase or the
     transactions contemplated by this Agreement.
     
     Section 5.2.  Additional Conditions to Obligations of the Purchaser. The 
obligation of the Purchaser to effect the purchase of the Shares is also 
subject to the following conditions:
     
          (a)  Representations and Warranties.  All
     representations and warranties of the Company herein
     contained shall have been true and correct when made in
     all respects and shall be true and correct at and as of
     the Closing Date as if made at and as of such time,
     except for (i) changes not prohibited by this
     Agreement, and (ii) those representations and
     warranties which address matters only as of a
     particular date (which shall have been true and correct
     as of such date, subject to clause (iii)), or (iii) at
     and as of the Closing Date where the failure to be true
     and correct could not, if any qualification in such
     representations or warranties as to materiality were
     deleted therefrom (including dollar thresholds),
     individually or in the aggregate reasonably be expected
     to have a Material Adverse Effect and the Purchaser
     shall have received a certificate dated the Closing
     Date to such effect signed by the President and the
     Chief Financial Officer of the Company;
     
          (b)  Agreements and Covenants.  The Company shall
     have performed or complied in all material respects
     with all agreements and covenants required by this
     Agreement to be performed or complied with by it at or
     prior to the Closing Date and the Purchaser shall have
     received a certificate dated the Closing Date to such
     effect signed on behalf of the Company by the President
     and the Chief Financial Officer of the Company;
     
          (c)  Consents Obtained.  All consents, waivers,
     approvals, authorizations or orders required to be
     obtained, and all filings or notices required to be
     made, by the Company for the due authorization,
     execution and delivery of this Agreement and the
     consummation by it of the transactions contemplated
     hereby shall have been obtained and made by the
     Company, except for consents required to be obtained
     under contracts not material to the operation of the
     business of the Company;
     
          (d)  Stockholders Agreement.  The Company, the
     Purchaser, Trefoil II, and GEIPPPII shall have entered
     into a stockholder agreement substantially in the form
     of Exhibit B attached hereto; and
     
          (e)  Delivery of Shares.  The Company shall have
     delivered the Shares to be delivered pursuant to
     Section 1.4 hereof, against payment of the Purchase
     Price.
     
     Section 5.3.  Additional Conditions to Obligation of the Company. The 
obligation of the Company to effect the Stock Purchase is also subject to the 
following conditions:


                                       8

<PAGE>


          (a)  Representations and Warranties.  The
     representations and warranties of the Purchaser
     contained in this Agreement shall have been true and
     correct in all respects when made and shall be true and
     correct in all respects on and as of the Closing Date,
     except for (i) changes contemplated by this Agreement
     and (ii) those representations and warranties which
     address matters only as of a particular date (which
     shall have been true and correct in all material
     respects as of such date), with the same force and
     effect as if made on and as of the Closing Date and the
     Company shall have received a certificate dated the
     Closing Date to such effect signed by the Purchaser;
     
          (b)  Agreements and Covenants.  The Purchaser
     shall have performed or complied in all material
     respects with all agreements and covenants required by
     this Agreement to be performed or complied with by the
     Purchaser on or prior to the Closing Date, and the
     Company shall have received a certificate to such
     effect dated the Closing Date signed by the Purchaser;
     
          (c)  Consents Obtained.  All consents, waivers,
     approvals, authorizations or orders required to be
     obtained, and all filings required to be made, by the
     Purchaser for the due authorization, execution and
     delivery of this Agreement and the consummation by it
     of the transactions contemplated hereby shall have been
     obtained and made by the Purchaser, and the Company
     shall have obtained, in form and substance satisfactory
     to the Company, the DLJ Waiver (referred to in Section
     4.1 hereof), the Bank Consent (referred to in Section
     4.2 hereof), the Trefoil/GE Consent (referred to in
     Section 4.3 hereof), and the Board Consent (referred to
     in Section 4.8 hereof), and the Company shall not have
     the right, nor be entitled to, waive the requirement of
     the DLJ Waiver as a closing condition without the prior
     written consent of Trefoil II and GEIPPPII; and 
     
          (d)  Payment of Purchase Price.  The Purchaser
     shall have delivered payment of the Purchase Price in
     accordance with Section 1.3 hereof.
     
                                 ARTICLE VI
                             GENERAL PROVISIONS

      Section 6.1.  Restrictive Legends. Each certificate representing Shares 
and Conversion Shares shall bear legends in substantially the following form:
     
                    The securities represented by this
               certificate have not been registered
               under the Securities Act of 1933 or the
               securities laws of any state and may not
               be sold or otherwise disposed of except
               pursuant to an effective registration
               statement under such Act and applicable
               state securities laws or an applicable
               exemption to the registration
               requirements of such Act or such laws.


                                       9

<PAGE>


                    The Grand Union Company (the
               "Company") will furnish without charge
               to each stockholder who so requests
               through the Company's principal office,
               a statement of the powers, designations,
               preferences and relative, participating,
               optional or other special rights of each
               class of stock or series thereof and the
               qualifications, limitations or
               restrictions of such preferences and/or
               rights.
               
                    The securities represented by this
               certificate are subject to restrictions
               on transfer, as provided in:  (i) a
               Stockholders Agreement dated as of
               February 25, 1997 among the Company and
               the purchasers executing the agreement
               (the "Agreement"); and (ii) the
               Company's Certificate of Designation of
               Class A Convertible Preferred Stock
               Setting Forth the Powers, Preferences,
               Rights, Qualifications, Limitations and
               Restrictions of Such Class of Preferred
               Stock (the "Certificate").  Copies of
               the Agreement and the Certificate are on
               file with the Secretary of the Company
               and, upon request of any stockholder of
               the Company, will be made available to
               said stockholder.
               
                    The securities represented by this
               certificate were issued pursuant to, and
               the holder hereof is entitled to certain
               rights and subject to certain
               obligations contained in, a Stockholders
               Agreement dated as of February 25, 1997,
               a copy of which is available for
               inspection at the principal office of
               the issuer hereof, and will be furnished
               without charge to the holder of such
               securities upon written request.
     
     Section 6.2.  Notices. All notices and other communications given or 
made pursuant hereto shall be in writing and shall be deemed to have been 
duly given or made if and when delivered personally or by overnight courier 
to the parties at the following addresses or sent by electronic transmission, 
with confirmation received, to the telecopy numbers specified below (or at 
such other address or telecopy number for a party as shall be specified by 
like notice):
     
     (a) If to the Purchaser:
     
     Roger Stangeland
     c/o The Vons Companies, Inc.
     300 North Lake Avenue
     Suite 925
     Pasadena, CA  91101 
     Telecopier No.: (818) 304-2873
     Telephone No.: (818) 304-2870


                                       10

<PAGE>


     (b) If to the Company:
     
     Chief Executive Officer
     The Grand Union Company
     201 Willowbrook Blvd.
     Wayne, NJ 07470-0966
     Attn:     Joseph J. McCaig
     Telecopier No.: (201) 890-6012
     Telephone No.: (201) 890-6000
     
     With a copy to:
     
     General Counsel
     The Grand Union Company
     201 Willowbrook Boulevard
     Wayne, NJ  07470-0966
     Attn:     John W. Schroeder, Esq.
     Telecopier No.: (201) 890-6012
     Telephone No.: (201) 890-6761
     
     and
     
     Fried, Frank, Harris, Shriver & Jacobson
     350 South Grand Avenue, 32nd Floor
     Los Angeles, CA 90071
     Attn:     David K. Robbins, Esq.
     Telecopier No.: (213) 473-2005
     Telephone No.: (213) 473-2222
     
     
     Section 6.3.  Certain Definitions. For purposes of this Agreement, the 
term:
     
        (a)    "affiliate" means a person that directly or
     indirectly, through one or more intermediaries,
     controls, is controlled by, or is under common control
     with, the first mentioned person; including, without
     limitation, any partnership or joint venture in which
     the first mentioned person (either alone, or through or
     together with any other subsidiary) has, directly or
     indirectly, an interest of 10% or more;
          
        (b)    "business day" means any day other than a day
     on which banks in the State of New York are required or
     authorized to be closed;
     
        (c)    "Company Credit Agreement" means that certain
     Amended and Restated Credit Agreement dated as of June
     15, 1995, as from time to time in effect among the


                                       11

<PAGE>


     Company, the banks party thereto, and Bankers Trust
     Company, as Agent for the banks party thereto, as filed
     in the Company's public filings with SEC, together with
     such related transaction documents, amendments,
     extensions and waivers in effect as of the date hereof,
     and the consent and waiver secured pursuant to Section
     4.2 hereof.
          
        (d)    "Conversion Shares" means the shares of
     Common Stock issuable upon conversation of the Shares;
     
        (e)    "DLJ Engagement Letter" means the letter
     dated January 17, 1996 between DLJ and the Company, in
     the form filed as Exhibit 10.28 to the Company's annual
     report on Form 10-K for the fiscal year ended March 30,
     1996.
     
        (f)    "Exchange Act" means the Securities Exchange
     Act of 1934, as amended.
     
        (g)    "person" means an individual, corporation,
     partnership, association, trust, unincorporated
     organization, other entity or group (as defined in
     Section 13(d)(3) of the Exchange Act);
        
        (h)    "subsidiary" or "subsidiaries" of the Company
     or any other person means any corporation, partnership,
     joint venture or other legal entity of which the
     Company, or such other person, as the case may be
     (either alone or through or together with any other
     subsidiary), owns, directly or indirectly, more dm 50%
     of the stock or other equity interests the holders of
     which are generally entitled to vote for the election
     of the board of directors or other governing body of
     such corporation or other legal entity.
     
     Each of the following terms shall have the meaning ascribed to it in the 
section set forth beside such term in the table below:
     

     Term                                         Section
     "Agreement"                                  Recitals
     "Bank Consent"                               4.2
     "Board Consent"                              4.8
     "Certificate of Designation"                 1.2
     "Closing"                                    1.4
     "Closing Date"                               1.4
     "Common Stock"                               2.3
     "Company"                                    Recitals
     "DLJ Engagement Letter"                      7.4(i)
     "DLJ Waiver"                                 4.1
     "GEIPPPII"                                   2.3
     "July 1996 Stock Purchase Agreement"         2.3
     "Preferred Stock"                            Recitals
     "Purchase Price"                             1.2


                                       12

<PAGE>


     "Purchaser"                                  Recitals
     "SEC"                                        3.4
     "Securities Act"                             3.3
     "Shares"                                     1.2
     "Stock Purchase"                             Recitals
     "Transaction Documents"                      2.4
     "Trefoil II"                                 2.3
     "Trefoil/GE Consent"                         4.3


     Section 6.4.  Amendment. This Agreement may not be amended except by an 
instrument in writing signed by the Company and of the Purchaser.
          
     Section 6.5.  Cooperation. The Purchaser and the Company agree to take, 
or to cause to be taken, all such reasonable and lawful action as may be 
necessary to make effective and consummate the transactions contemplated by 
this Agreement.
     
     Section 6.6.  Headings. The headings contained in this Agreement are for 
reference purposes only and shall not affect in any way the meaning or 
interpretation of this Agreement.
     
     Section 6.7.  Severability. If any term or other provision of this 
Agreement is invalid, illegal or incapable of being enforced by any rule of 
law, or public policy, all other conditions and provisions of this Agreement 
shall nevertheless remain in full force and effect so long as the economic or 
legal substance of the transactions contemplated hereby is not affected in 
any manner adverse to any party. Upon such determination that any term or 
other provision is invalid, illegal or incapable of being enforced, the 
parties hereto shall negotiate in good faith to modify this Agreement so as 
to effect the original intent of the parties as closely as possible in an 
acceptable manner to the end that the transactions contemplated hereby are 
fulfilled to the fullest extent possible.
     
     Section 6.8.  Entire Agreement. This Agreement constitutes the entire 
agreement and supersedes all prior agreements and undertakings, both written 
and oral, among the parties, or any of them, with respect to the subject 
matter hereof.
     
     Section 6.9.  Assignment. This Agreement shall not be assigned by 
operation of law or otherwise.
     
     Section 6.10.  Parties in Interest. This Agreement shall be binding upon 
and inure solely to the benefit of each party hereto, and nothing in this 
Agreement, express or implied, is intended to or shall confer upon any other 
person any right, benefit or remedy of any nature whatsoever under or by 
reason of this Agreement, including, without limitation, by way of 
subrogation.
     
     Section 6.11.  Failure or Indulgence Not Waiver, Remedies Cumulative. No 
failure or delay on the part of any party hereto in the exercise of any right 
hereunder shall impair such right 


                                       13

<PAGE>


or be construed to be a waiver of, or acquiescence in, any breach of any 
representation, warranty or agreement herein, nor shall any single or partial 
exercise of any such right preclude any other or further exercise thereof or 
of any other right.  All rights and remedies existing under this Agreement 
are cumulative to, and not exclusive of, any rights or remedies otherwise 
available.
     
     Section 6.12.  Governing Law. This Agreement shall be governed by, and 
construed in accordance with, the internal laws of the State of New York 
applicable to contracts executed and fully performed within the State of New 
York.
     
     Section 6.13.  Counterparts. This Agreement may be executed in one or 
more counterparts, and by the different parties hereto in separate 
counterparts, each of which when executed shall be deemed to be an original 
but all of which taken together shall constitute one and the same agreement.
     
     
     IN WITNESS WHEREOF, the Company and the Purchaser have executed this 
Stock Purchase Agreement as of the date first set forth above.
     
                         THE COMPANY
                         
                         THE GRAND UNION COMPANY
                         
                         
                         By:  /s/ Joseph J. McCaig               
                             ----------------------------------------
                         Name:  Joseph J. McCaig
                         Title: President and Chief Executive Officer
                         
                         
                         PURCHASER
                         
                         /s/ Roger Stangeland                    
                         --------------------------------------------
                         Roger Stangeland 
                         

                                       14


<PAGE>


                            Schedule I
                                 
                    Wire Transfer Instructions
                                 
                                 
     Account Name:                           The Grand Union Company
     
     Account Number:                         00319409
     
     ABA Number:                             021001033
     
     Bank Name:                              Banker's Trust Company
     

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